document,summary "For those of you that have not, it is available on the Investor Relations section of our website at investor. I'm pleased to report another quarter of strong operating performance and continued positive momentum at the Aaron's Company. In the nearly one year since our separation, we have significantly strengthened our leadership position in the direct-to-consumer lease end market and are tracking well ahead of our long-term strategic plan. Continued investments in our best-in-class e-commerce channel, predictive lease decisioning engine and our high performing GenNext stores are driving greater productivity and growth in our business. Through the tremendous efforts of our team, we continue to transform Aaron's go-to-market strategy by delivering customer friendly digital solutions, easy lease approvals and an enhanced shopping experience. Since 1955, Aaron's has been committed to serving a customer base that has too often been overlooked or excluded from preferred retail experiences. Today, we are leveraging our long and deep understanding of this customer segment to say yes when others say no; to provide our customers with access to great products on flexible and affordable terms and to deliver a seamless customer experience not only across our distributed store network but also digitally through our award winning e-commerce platform. Whether our customers interact with us in one of our beautiful new GenNext stores or via their mobile device, we continue to provide a growing assortment of products they want and need with low monthly payments that fit their budget and best-in-class customer service. I'm pleased to announce that our third quarter 2021 results have again exceeded our expectations through continued growth in the size of our lease portfolio same-store revenues and e-commerce revenues. As a result, we returned another $37.5 million to shareholders in the quarter in the form of share repurchases. This brings us to a total of nearly $100 million of capital returned to shareholders thus far this year. The strong third quarter results, we are again raising our revenue and earnings outlook for the full year 2021. In the third quarter, same-store revenues grew 4.6% compared to the prior year, the sixth consecutive quarter of positive same-store revenue growth. The improvement was primarily driven by an 8.7% larger lease portfolio size entering the third quarter partially offset by a lower level of customer payment activity compared to the prior year. Our same-store lease portfolio size continues to grow at a healthy pace ending the third quarter up 6.1% compared to the prior year. We attribute this growth primarily to strong demand for our products, higher average ticket, the favorable impact of centralized lease decisioning and the residual impact of government stimulus on the portfolio. As discussed previously, our predictive lease decisioning engine is working very well and enables us to better match the customers' lease payment with their financial position with the goal of helping more customers achieve ownership and lowering our overall cost to serve. In addition, our lease decisioning algorithms allow us to be flexible in responding to changes in the macroeconomic environment and to optimize outcomes that drive profitability. As of the end of the third quarter, more than 83% of our total lease portfolio is comprised of lease agreements that were originated through our centralized decisioning platforms. This compares to approximately 60% at the beginning of 2021. As I mentioned last quarter, lease payment activity in 2021 has exceeded historical levels due to the government stimulus provided to our customer leading to higher lease renewal rates and lower write-offs as we saw in the third quarter and expect to see over the next three to four quarters, customer payment activity continues to normalize. Because of investments we've made in centralized decisioning and lease servicing technologies, we expect 2022 lease renewal rates to ultimately settle above pre-pandemic levels but below the level we expect for the full year 2021. We also expect lease merchandise write-offs in 2022 to settle below pre-pandemic levels but above the level we expect for full year 2021. In addition to investments in our decisioning technology, we also continue to invest in our e-commerce channel and our GenNext strategy. Our e-commerce channel continues to grow at double-digit rates representing 14.3% of total lease revenues in the quarter. The growth in our portfolio of leases generated online is driving improvements to our overall margin performance as we leverage the fixed cost structure of our store and supply chain assets to serve customers that are seeking a virtual shopping experience, low monthly payments and free delivery. Ongoing investments in digital marketing and our customers' online experience are driving growth in this important channel, specifically e-commerce investments are leading to an enhanced shopping experience driven by personalization and richer product content improved customer visibility into products that are available for same or next day delivery and a broader assortment that includes new product categories. Today we have more than 3,000 products on aaron's.com, which is double from a year ago. And our express delivery program accounts for approximately 30% of e-commerce volume. Because of this, we're generating a higher customer conversion rate, lowering our effective acquisition costs and delivering higher customer satisfaction. I could not be happier with the efforts of our team and the growing marketplace we're creating on aaron's.com. As we discussed last quarter, our GenNext stores continue to perform at a high level. During the third quarter, we increased the size of our GenNext store set by 22 to end the quarter with 86 locations. And we believe we remain on track to have more than 100 GenNext stores by the end of the year. To date, our portfolio of GenNext stores is generating results that are exceeding our targeted 25% internal rate of return and 5-year payback period. Equally as encouraging, monthly lease originations in GenNext stores open for less than one year again grew at a rate of more than 20 percentage points higher than our average legacy stores. Stores, we continue to maintain a disciplined approach around our execution of the strategy. Our merchandising and supply chain teams have performed exceptionally well by getting ahead of market disruptions, by procuring inventory and expanding output from our Woodhaven manufacturing facilities. As a result, we are entering the holiday season with strong inventory levels in both our stores and distribution centers and we have been increasing prices to respond to inflationary pressures and maintain product margins. I remain encouraged by the underlying performance of both our store and e-commerce channels as we're tracking well ahead of our 5-year plan on revenue and earnings. For the third quarter of 2021, total revenues were $452.2 million compared with $441 million for the third quarter of 2020, an increase of 2.5%. The increase in revenues was primarily due to the increased size of our lease portfolio, partially offset by the expected lower customer payment activity during the quarter and the reduction of 79 franchise stores during the 15-month period ended September 30, 2021. Lease revenues in the third quarter of this year also benefited by an increase in ticket size or monthly rent for agreement, that is offsetting the inflation we are experiencing in the cost of lease merchandise. On a same-store basis, lease and retail revenues increased 4.6% in the third quarter compared to the prior year quarter. As Douglas mentioned, this is our sixth consecutive positive quarter of same-store revenue growth. Leases originated in both our e-commerce and in-store channels contributed to our revenue growth, which was primarily driven by a larger same-store lease portfolio size, partially offset by the expected lower customer payment activity in the quarter. More specifically, in the third quarter of this year, our customer lease renewal rate was 89.7%, which was approximately 230 basis points higher than the 3-year third quarter pre-pandemic average but was approximately 130 basis points lower than the third quarter of last year. For any period, the customer lease renewal rate is calculated by dividing the amount of customer payments recorded on an accrual basis as of the end of such period by the amount of total customer lease payments due for renewal during that period. As discussed on our last earnings call, the benefits to our customer from government stimulus programs declined in the third quarter and as expected, resulted in lower customer payment activity as compared to the prior year. We expect customer payment activity to continue to decline year-over-year for the next three or four quarters. And I will point out that a 100 basis point change up or down in customer lease renewal rates or write-offs on a $1.6 billion annual portfolio of total collectible customer lease payments results in a $16 million change in EBITDA. Additionally, we continue to expect that customer payment activity will benefit from our investments in centralized decisioning. We estimate that this technology has improved lease renewal rates by over 100 basis points compared to the pre-pandemic levels, while also materially improving the customer experience and simplifying the day-to-day activities at our stores. E-commerce revenues increased 13.3% versus the third quarter of 2020 and represented 14.3% of overall lease revenues compared to 13.1% in the third quarter of the prior year. We continue to make investments in this important channel that we believe will continue to drive long-term growth for the company. The company ended the third quarter of 2021 with a lease portfolio size for all company-operated stores of $132.2 million, an increase of 5.8% compared to a lease portfolio size of $125 million on September 30 of last year. As a reminder, lease portfolio size represents the next month's total collectible lease payments from our aggregate outstanding customer lease agreements. Management believes this is one of the metrics that is important in understanding the drivers of future lease revenue. Total operating expenses, excluding restructuring expenses and spin-related costs were up $15.7 million in the quarter as compared to the third quarter of last year. This increase is due primarily to higher personnel costs and a higher provision for lease merchandise write-offs. Personnel costs increased $5.1 million in the third quarter of 2021 as compared to the prior year, primarily due to higher wages in our stores, additional personnel to support our key strategic initiatives and higher stand-alone public company costs. Additionally, personnel costs were lower-than-anticipated during the third quarter this year as staffing levels in our stores remain below our operational targets due to the current challenges in the US labor market for retail-based hourly employees. Other operating expenses were relatively flat to the prior year period due to higher occupancy, shipping and handling costs, professional services and bank and credit card-related fees. These increases were partially offset by lower advertising costs in the third quarter of 2021 versus the prior year period. The provision for lease merchandise write-offs as a percentage of lease revenues and fees was 4.9% for the three months ended September 30, 2021, compared to an all-time low of 2.4% in the comparable period in 2020. The increase in write-offs in the third quarter of this year compared to last year was primarily due to lower customer payment activity following several quarters where our customers received financial assistance in the form of government stimulus payments and supplemental federal unemployment benefits. This normalization in write-offs was partially offset by the continued favorable impact of our technology investments, which include decisioning algorithms and customer payment platforms as well as our team's strong operational execution. As we discussed on prior earnings calls, we continue to expect that annual write-offs will be between 4% to 5% of lease revenues and fees. Adjusted EBITDA for the company was $53.6 million for the third quarter of 2021 compared with $64.3 million for the same period in 2020, a decrease of $10.7 million or 16.6%. As a percentage of revenues, adjusted EBITDA margin was 11.9% in the third quarter of 2021 compared to 14.6% for the same period in 2020. This expected decline in adjusted EBITDA and adjusted EBITDA margin was due to lower customer payment activity, higher lease merchandise write-offs and higher personnel costs compared to the prior year levels. On a non-GAAP basis, diluted earnings per share were $0.83 in the third quarter of 2021 compared with non-GAAP diluted earnings per share of $1.10 for the same quarter in 2020. Cash generated from operating activities was $30.2 million for the third quarter of 2021, a decline of $92.6 million compared to the third quarter of 2020. This decline was primarily due to incremental purchases of lease merchandise to meet increased customer demand and to mitigate the impact of anticipated supply chain challenges ahead of the upcoming holiday season. In addition, the cost of our lease merchandise was adversely impacted by inflationary pressure. During the third quarter, the company purchased approximately 1,333,000 shares of Aaron's common stock for a total purchase price of approximately $37.5 million and through a 10b5-1 plan continue to repurchase shares into the first month of the current quarter. For the year-to-date period ended October 22, 2021, the company has repurchased 3,034,000 shares for approximately $90.4 million. As of October 22, we had approximately $60 million remaining under the company's $150 million share repurchase program that was approved by our Board in March of this year and ends December 31, 2023. Additionally, the company's Board of Directors declared a regular quarterly cash dividend in August of $0.10 per share, which was paid on October 5. As of September 30, 2021, the company had a cash balance of $15 million, no outstanding debt and total available liquidity of $248 million, which includes $233 million available under our unsecured revolving credit facility. As Douglas highlighted in his remarks, we have again raised our full year revenue and adjusted EBITDA outlook for 2021. For the full year, we have increased our outlook for total revenues to between $1.82 billion and $1.83 billion. We also increased our outlook for adjusted EBITDA to between $225 million and $230 million. For the full year 2021, we have maintained our outlook for an effective tax rate of 26%; we expect depreciation and amortization of approximately $70 million, and we expect the diluted weighted average share count for full year 2021 to be 34 million shares. We have not assumed any additional shares repurchased beyond what has been discussed earlier on the call. We have also increased our full year same-store revenues outlook from a range of 6% to 8% to a range of 7.5% to 8.5%. This increase is primarily a result of the continued year-over-year growth in our lease portfolio size. We have maintained our expected capital expenditure range of $90 million to $100 million. We have reduced our free cash flow outlook for 2021 to $30 million to $40 million, primarily to reflect the significant investment in lease merchandise inventory the company has made to mitigate the impact of global supply chain challenges and the related inflationary pressures. Based on our current inventory levels, we do not anticipate any material challenges in meeting our customers' product demand as we end 2021 and head into 2022. As I have previously described, benefits to our customer from government stimulus programs have moderated in the third quarter. Our revised outlook continues to assume customer lease payment activity remains higher in the fourth quarter of 2021 when compared to pre COVID-19 pandemic levels, but lower than the fourth quarter of 2020. At the same time, we believe the favorable impact of centralized lease decisioning, our digital servicing platforms and other operational enhancements are contributing to a sustainable improvement in customer payment and write-off activity. Additionally, we expect write-offs will continue to be lower in the fourth quarter of 2021 when compared to pre COVID-19 pandemic levels but higher than the fourth quarter of 2020. Finally, our updated outlook assumes no significant deterioration in the current retail environment, state of the US economy or global supply chain as compared to their current conditions. ","compname reports q3 non-gaap earnings per share $0.83. q3 non-gaap earnings per share $0.83. q3 revenue rose 2.5 percent to $452.2 million. sees fy revenue $1.82 billion to $1.83 billion. increased our expected 2021 adjusted ebitda to between $225 million and $230 million. lowered our 2021 annual free cash flow outlook to between $30 million and $40 million. " "For those of you that have not, it is available on the Investor Relations section of our website at investor. Actual results in the future may be materially different than those discussed here. This could be due to a variety of factors including, among other things, uncertainties associated with the duration and severity of the COVID-19 pandemic and related impact on the economy and supply chain. The company believes that these non-GAAP financial measures provide meaningful insight into the company's operational performance and cash flows, and provides these measures to investors to help facilitate comparisons of operating results with prior periods and to assist them in understanding the company's ongoing operational performance. For the month of December, 2020, our results represent the consolidated statements of the company and its subsidiaries, and is based on the financial position and results of operations as a stand-alone company. For all periods prior to December 1st 2020, combined financial statements include all revenue and cost directly attributable to the company and an allocation of expenses from our former parent related to certain corporate functions and actions. First, let me take a moment to recognize all of our talented team members for their determination and commitment in 2020, which enabled Aaron's to accelerate our key strategic priorities in a very challenging year. Our fantastic team members at our stores, distribution and service centers, Woodhaven manufacturing and store support center worked tirelessly to provide products and services to our customers, while accelerating our digital and real estate transformation. We overcame the challenges posed by the COVID-19 pandemic, while continuing to meet the needs of our customers and safeguarding our team members. At the same time, we delivered annual revenues that exceeded our expectations for the year and an adjusted EBITDA that was higher than we've generated in several years. In addition, during the year, our team has worked diligently to establish Aaron's as a new stand-alone publicly traded company. The spin-off transaction closed on November 30th 2020. And following the spin, we are well positioned with a strong balance sheet and cash flow profile to execute on our go-forward strategy. While some uncertainty remains regarding how the Corona virus may impact the economy or consumer behavior, I'm more energized and optimistic about our future than ever. Our business has never been more nimble, and we continue to make investments in technology, decisioning, e-commerce and store operations that are yielding higher productivity and lease portfolio performance. In the fourth quarter of 2020, same-store revenues rose 3.4% as compared to the prior year quarter, primarily due to strong customer payment activity, improving lease portfolio size and higher retail sales. The fourth quarter was the sixth out of the last eight quarters with positive same-store comps, with 2020 representing the first annual positive same-store revenue growth since 2013. Additionally, we ended 2020 with a larger and healthier lease portfolio than we had at the beginning of the year. The larger portfolio size is a result of better collections, fewer product returns and lower write-offs, which was enabled by improvements in operational execution, the roll-out of centralized decisioning technology and enhancements to our customer payments platform. We achieved this larger portfolio despite revenue written into the portfolio that was flat in the fourth quarter. Recall that our implementation of decisioning technology in the second quarter of 2020 effectively reduced new lease originations and therefore, revenue written by 6% to 8%. Moving to our e-commerce channel. Revenues grew 39% in the quarter and represented approximately 13% of total lease revenues compared to 10% in the fourth quarter of 2019. In the fourth quarter, e-commerce traffic was up 29% compared to the fourth quarter of 2019. Despite the significant increase in traffic at aarons.com, e-commerce recurring revenue written into the portfolio declined 1.2% as compared to last year's fourth quarter, due to both decisioning optimization and lower conversion of traffic. Conversion is not what we would expect it to be due to the inventory shortages resulting from the global supply chain disruption. However, our inventory position continues to modestly improve in the first quarter of 2021, which should lead to higher conversion rates. I'm encouraged by the progress of our e-commerce initiatives, including our evolving analytics and digital capabilities. Improvements in online customer acquisition, conversion and decisioning are leading to margin growth and continued positive momentum in this important channel. In 2020, we also accelerated our strategy to consolidate, remodel and reposition our store footprint with our new GenNext store concept, which includes enhanced shared rooms, digital technologies, expanded product assortment and improved brand imaging. As of the end of the year, we had 47 GenNext stores opened and have more than 60 additional stores in the 2021 pipeline. Our GenNext stores are performing well, delivering new lease volumes that are higher than the corporate averages and in line with our expectations. While the new stores still represent a small portion of our overall store count, we believe over time the execution of our GenNext store strategy will provide meaningful lift to our overall performance. Overall, I'm pleased with our full year of 2020 and fourth quarter results. And I'm encouraged about the future and our new chapter as a financially strong stand-alone public company. As we look to 2021, we remain focused on our key strategic initiatives of simplifying and digitizing the customer experience, aligning our store footprint to our customer opportunity and promoting the Aaron's value proposition of low payments, high approval rates and best-in-class service. For the full year 2020, consolidated revenues were $1.735 billion, a decline of 2.8% compared to the full year 2019. This decline is primarily the result of a reduction of 253 company-operated stores in 2019 and 2020 partially offset by a 1.8% increase in same-store revenues for the year. Adjusted EBITDA for the full year 2020 was $208.9 million, an increase of $43.6 million or 26.4% compared to the full year of 2019. As a percentage of revenues, adjusted EBITDA was 12% compared to 9.3%, an increase of 270 basis points over the prior year. This increase in adjusted EBITDA is primarily due to an improvement in customer payment activity, fewer lease merchandise returns and efficiencies in store operations, including pandemic-related staffing reductions in the second and third quarters of 2020. Write-offs were 4.2% of lease revenues in 2020, a 200 basis point improvement over 2019. Annual non-GAAP earnings per share was $3.02 in 2020, an increase of 43.8% compared to $2.10 for prior year 2019. Turning to the fourth quarter of 2020. Revenues were $430 million, a decrease of approximately 1% compared to the same quarter last year, despite the closure, consolidation and acquisition of a net 75 company-owned locations throughout the year. Adjusted EBITDA was $53.7 million for the fourth quarter compared to $51.2 million for the same period of 2019, an increase of $2.5 million or 4.8%. Adjusted EBITDA margin was 12.5% of revenues compared to 11.8% in the same period a year ago, an increase of 70 basis points. The improvement in Q4 2020 adjusted EBITDA margin was primarily due to the reduction in inventory write-offs, partially offset by comping over the impact of one-time benefits realized in the fourth quarter of the prior year period. These one-time items in 2019, related primarily to gains from real estate sale and leaseback transactions and other miscellaneous items. Excluding these one-time items from 2019, adjusted EBITDA margin in the fourth quarter of 2020 would have improved approximately 250 basis points. Diluted earnings per share on a non-GAAP basis for the quarter increased 11.3% to $0.79 versus $0.71 in the prior year quarter, primarily due to the continuing strength of customer payment activity and reduced lease merchandise write-offs. Operating expenses were down $1.2 million as compared to the fourth quarter of 2019, primarily due to an $11.7 million reduction in write-offs, offset primarily by an increase in advertising spend and the previously mentioned benefit of real estate transactions that took place in the fourth quarter of the prior year. During the fourth quarter of 2020, the company's store labor expense increased compared to the second and third quarters, during which labor expenses were lower due to pandemic-related store closures and furloughs. Write-offs in the fourth quarter were 4.3%, down 300 basis points from the prior year fourth quarter, due primarily to the implementation of our new decisioning technology, improved operations and the benefit of government stimulus. Cash generated from operating activities was $355.8 million for the 12 months ended December 31, 2020. Cash from operating activities grew $169.8 million year-over-year, primarily due to improved lease portfolio performance, lower inventory purchases and one-time tax benefits resulting from the CARES Act, partially offset by other changes in working capital. At the end of the year, the company had a cash balance of $76.1 million and less than $1 million of debt. In addition, concurrent with completing the spin-off transaction of November 30th, the company entered into a $250 million unsecured revolving credit facility, which was undrawn at the end of 2020, giving the company more than $300 million of liquidity as of year-end. Before I review our outlook for 2021, I want to remind you all that in November, prior to completing the spin-off transaction, the legacy combined company accelerated the payment of its regular quarterly cash dividend, which would normally have been paid in January 2021. Turning to our 2021 outlook. We currently expect total revenues in the range of $1.65 billion to $1.7 billion. Adjusted EBITDA is expected to be in the range of $155 million to $170 million, representing an increase in the midpoint of our outlook as compared to the preliminary outlook we provided in November. As it relates to the seasonality of our financial results, we expect that both revenues and earnings will be somewhat higher in the first six months of 2021 compared to the second six months of 2021. Free cash flows, which we define as operating cash flows of less capital expenditures, are expected to be $80 million to $90 million. Capital expenditures are also expected to be between $80 million and $90 million for the year. This outlook assumes a few key items we want to highlight. First, no significant deterioration in the current retail environment or in the state of the U.S. economy as compared to its current condition. Second, a gradual improvement in global supply chain conditions. And finally, no incremental government stimulus or supplemental unemployment benefits. To summarize, 2020 was a successful year for Aaron's, despite the many challenges our team members and customers faced. To echo Douglas's earlier comments, I am encouraged by the opportunity ahead of us. The unique nature of Aaron's recurring revenue business model combined with our strong balance sheet, cash flows and operating leverage enables us to perform well during this period of uncertainty. ","q4 non-gaap earnings per share $0.79. sees fy revenue $1.65 billion to $1.7 billion. sees fy 2021 adjusted ebitda of between $155 million and $170 million. " "I am joined by Tom Greco, our President and Chief Executive Officer; and Jeff Shepherd, our Executive Vice President and Chief Financial Officer. I hope you and your families are healthy and safe amid all that we've endured over the past 12 months. Here at Advance, we are incredibly grateful for the way our entire team persevere. When the reality of COVID-19 defended on our communities in March of 2020, we found ways across AAP to meet new unfamiliar challenges with innovation and agility. As an essential business, their efforts have been critical to keep America moving during a time of great needs. As you've heard from us throughout this pandemic, we remain focused on three overarching priorities. First, protect the health, safety and well being of our team members and customers. Second, preserve cash and protect the P&L during the crisis. And third, prepare to be even stronger following the crisis. Our results in Q4 and for the full year demonstrate that our unwavering focus on these priorities has enabled meaningful progress toward our long-term goals. From the beginning, we've invested in compensation for our frontline and distribution center team members, enhanced benefits, cleaning, personal protective equipment and innovative ways to serve our customers. This helped ensure that our team members and customers feel safe coming into work and to shop. Our store and distribution center team members continuously stepped up throughout the year, and they are the true heroes for us. In spite of many obstacles for our team, we saw significant improvements in organizational health and increased engagement scores throughout the year. Fundamentally, we are building trust in the Advance brand at an enduring time for the world and one that our team members and customers will always remember. We're confident our COVID-19-related investments, which we believe will subside over time, are strengthening our employment brand, our customer brand and our corporate reputation for the long-term. In Q4, we delivered comparable store sales growth of 4.7% and margin expansion of 17 basis points. This includes an 82 basis point headwind related to COVID-19. Adjusted diluted earnings per share improvement of 14% to $1.87, including a $0.22 headwind related to COVID-19. For the full year, we delivered top-line growth resulting in record net sales of $10.1 billion. Adjusted operating income improvement of 4.1% to $827.3 million, including a $60 million headwind related to COVID-19. Record adjusted diluted earnings per share of $8.51, including a $0.66 headwind related to COVID-19. And we also returned $515 million to shareholders through share repurchases and our continued quarterly cash dividend. Jeff will cover more on the details of our financials shortly, but first, let's review our operational performance. COVID-19-related factors continued to affect channel performance in Q4 across our industry. DIY omnichannel led the way, as it has since Q2. It's well documented that consumers are spending more of their time at home, likely contributing to the shift in discretionary spending from services to goods. Given economic uncertainty and elevated unemployment, many consumers are choosing lower cost options for vehicle repairs and maintenance, benefiting our DIY omnichannel business. Our professional business continued to recover with positive comp sales in both Q3 and Q4. Miles driven remained below prior year, in particular, for higher income workers working remotely who generally take their cars to pro shops. This has limited growth in certain professional sales channels and in key categories like brakes. Geographically, all of our eight regions posted positive comps in the quarter, led by our southernmost regions, including both the Southeast and Southwest. Meanwhile, our Mid-Atlantic and Northeast regions remained below our reported growth rate. As previously discussed, large urban markets in these regions have been more impacted by COVID-19 with the most significant decline in miles driven. The good news is that while there remains a gap between our highest and lowest performing regions that spread continues to narrow. We're cautiously optimistic this will further narrow in Q1 based on improving trends and more favorable winter weather early in the year. With respect to categories, DieHard is driving record battery sales and led our growth in Q4. In addition, appearance chemicals remained strong, a trend that began with the stay at home orders last April. Across our professional business, our team continues to leverage our industry-leading assortment of national brands, OE parts and own brands. For pro customers, there is nothing more important than having the right part in the right place at the right time. To enable this, we continued to strengthen our Dynamic Assortment tool, which is now live in all our corporate stores and more than 700 independent locations that have opted in. This machine learning platform has enabled significant improvements in product availability, helping drive over 60 basis point improvement in Q4 close rates. In addition, we continued to make enhancements to our online portal, MyAdvance. The ease of access and wide array of resources available now includes features like virtual training, which has been essential during the pandemic. The resources we provide through our Carquest and WorldPac technical institutes allow our pro customers, including all technicians within those shop to attend interactive virtual training. Additionally, we continue to update our comprehensive catalog of technical service bulletins through our MotoLogic platform. We believe pro customers are recognizing and appreciating our investments to improve parts quality, product availability, delivery speed and the digital experience, resulting in higher enterprise pro online sales and share of wallet. These actions have also enabled growth of our Technet customer base with approximately 1,400 new Technets added in 2020. Finally, we continued increasing our Carquest Independent locations in 2020, welcoming 50 new stores. Our independents remain a valuable component of our overall strategy and our team remains focused on further expansion. Moving on to DIY omnichannel, we gained share in every region and across most categories in both Q4 and for the full year based on the syndicated data available to us. We believe our share gains are the result of our focus in four areas. First, the launch of DieHard. Second, building awareness in regard of Advance through differentiation. Third, improving customer loyalty through Speed Perks. And fourth, improving store execution. Starting with DieHard, despite the challenges of the pandemic, our team successfully launched DieHard as planned and executed a marketing plan unlike anything we've ever done before at AAP. Our DieHard is Back campaign, featuring Bruce Willis, let consumers know that the iconic DieHard brand was back and they can now buy DieHard at Advance and Carquest. This campaign is already improving top of mind and unaided awareness for DieHard. Our Speed Perks program is an important tool to drive customer loyalty. Our team continues to invest in personalization for Speed Perks members, driving higher engagement, long-term loyalty and increased share of wallet. In 2020, we grew our VIP members, those with an annual spend of $250 to $500 by nearly 15%. And our Elite members, those with annual spend of more than $500 by more than 20%. To wrap up the discussion on DIY omnichannel, we continue to see improvement from our initiatives, including our net promoter scores. This gives us confidence that we're on the right track to sustained sales and share momentum in 2021. Moving on to an update of our four pillars of margin expansion, I'll begin with sales and profit per store. As a reminder, following three consecutive years of declining sales per store, we finished 2017 at approximately $1.5 million per store. Over the last three years, we've been optimizing our footprint, including the closure of 273 underperforming stores. Our sales per store have now grown for three consecutive years. And we finished 2020 at nearly $1.7 million per store. We're also executing a focused agenda to leverage payroll, while reducing shrink, returns and the factors to drive four wall profit per store improvement. In addition, the ongoing focus on team members is enabling us to attract the very best parts people and to reduce turnover. Our team members are a differentiator for Advance. And four years ago, we made a commitment to dramatically improve retention. Continued investment in our unique Fuel the Frontline program with more than 22,000 stock grants awarded since inception is creating an ownership culture. In the current environment, with an increased competition for talent, we are reducing store turnover and enhancing our employment brand. We now have three straight years of comp sales growth and the closure of underperforming stores behind us. We're excited to announce that we plan to expand our store base and geographic footprint this year and expect to open 50 to 100 new stores. Our second margin expansion pillar is supply chain. While we paused our cross banner replenishment and warehouse management system initiatives early in 2020, our team found ways to innovate and make progress on these productivity opportunity later in the year. The expansion of cross banner replenishment is on track with the timing we communicated in November. As we finished the year with just over 40% of the originally planned stores completed, we are on track to complete the originally planned stores and DCs by the end of Q3 2021 and the full run rate savings will come beginning in Q4 2021. In addition, the implementation of our new warehouse management system or WMS continued in Q4. We converted our fourth DC by year end as planned and we're on track to complete our largest buildings this year. We believe we can capture roughly 75% of the savings from this initiative in 2022. Moving on to category management, the expansion of our own brand assortment is a key component. This includes an increase of Carquest-branded assortment in engine management and undercar. Carquest has an excellent reputation with installers and new products have been very well received by both pro customers and Carquest Independents. In 2020, we also launched our strategic pricing initiative to enhance our capabilities, while incorporating customer decision journey insights into price and discount decision making. Finally, our fourth pillar of margin expansion involves reducing and better leveraging SG&A. The successful execution of our field restructure, back office consolidations and safety initiatives benefited SG&A in the quarter and will enable further improvement in margin expansion going forward. As we called out in November, SG&A was elevated in Q4, primarily due to COVID-19-related expenses and other factors that Jeff will detail shortly. To summarize, we're now in execution mode on our key growth and margin expansion initiatives. Our mission is Passion for Customers Passion for Yes. With the goal of serving them with care and speed, we've made many necessary changes at AAP in recent years. But one thing that has not changed is the current technology, the passion and the commitment of our team members and independent partners. Our actions have strengthened Advance, enabling us to compete more vigorously. Finally, we're very excited to share our third sustainability and social responsibility report next month, and we'll be providing a strategic update of our long-term plans on April 20. With that, I'll pass the call to Jeff to discuss our financial results in greater detail as well as our 2021 guidance. I too would like to begin by expressing my gratitude to all our team members for the extraordinary focus and effort throughout 2020 despite the unprecedented times. Our entire team adjusted, adapted and continued to execute our priorities. In Q4, our net sales of $2.4 billion increased 12%. Adjusted gross profit margin expanded 192 basis points to 45.9%. driven primarily by inventory-related items, cost and price improvements as well as supply chain leverage. As our primary focus throughout the year was on the health and safety of our team members and customers, we temporarily paused our physical inventory counts earlier this year. When we resumed these in Q4, our actual shrink rates were far better than we had anticipated. This resulted in a benefit in inventory-related costs due to a reduction in the reserve to reflect the positive result. LIFO-related impacts were a tailwind this quarter versus prior year. This will be the last quarter we included LIFO impacts in our adjusted financial results as we will begin reporting in Q1 2021 excluding any benefits or expenses from LIFO and our adjusted financial measures. We believe this adjustment creates a more accurate picture of our operational results and is more in line with industry practices. Our Q4 adjusted SG&A expense was $913.5 million. On a rate basis, this represented 38.6% of net sales compared to 36.9% in the fourth quarter of 2019. The single biggest driver of this increase was $19 million in COVID-related costs directly attributable to the unanticipated spike in case rates. We also incurred higher Q4 medical claims as a result of lower claims during the prior quarters. In addition, our short-term incentive compensation for both field and corporate team members was higher than prior year. Separately, we invested behind the launch of The DieHard is Back campaign. We also incurred lease termination costs related to the ongoing optimization of our real estate footprint. We believe these expected investments in DieHard and lease optimization will result in top and bottom line improvements. Despite higher SG&A expenses, adjusted operating income increased 14.6% in Q4 to $171.8 million. On a rate basis, our adjusted OI margin expanded by 17 basis points. Finally, our adjusted diluted earnings per share was $1.87, up 14% from prior year despite a $0.22 impact in the quarter from COVID expenses. For the full year, which includes an additional week versus 2019, we delivered record net sales of $10.1 billion, which increased 4.1%. The 53rd, added approximately $158 million to sales. Our adjusted gross profit increased 5% year-over-year and adjusted gross profit margin expanded 38 basis points. Adjusted SG&A expense for full year 2020 increased 5.2% from 2019 results. This was primarily the result of COVID-related expenses discussed earlier as well as the 53rd week. We estimate the additional week resulted in a headwind of approximately 1.5% to our SG&A costs in the year. Our adjusted operating income increased 4.1% to $827.3 million. And our OI margins was 8.2%, flat compared to prior year. Adjusting for the $60 million in COVID costs, our adjusted operating income margin expanded 59 basis points. Our full year 2020 adjusted diluted earnings per share was $8.51, which is a new record for Advance and includes a headwind of $0.66 related to COVID costs. We estimate the impact of the 53rd week was a tailwind from approximately $20 million to adjusted operating income and a benefit of approximately $0.23 to our reported adjusted earnings per share for the year. Our capital expenditures in Q4 was $75 million for a total investment of $268 million for the year and in line with our previously stated expectations. As we've noted, some of the critical transformation investments we expected to make in 2020 will pause for a portion of the year. As a result, we expect our capital spending will increase this year compared to 2020. Our free cash flow for the year was a record $702 million compared to $597 million in 2019. This increase was driven by several factors, including efforts we have made to improve working capital. We made meaningful progress on our AP ratio in 2020, delivered 300 basis points of improve and ended the year at 80.2%. This in addition to a $76 million tailwind associated with the CARES Act resulted in a significant improvement in our cash conversion cycle. Our strong cash flow generation allowed us to continue our share repurchase activity in Q4. For the year, we repurchased more than $458 million of Advance stock. And including our quarterly cash dividend, we returned $515 million to shareholders. Our team remains disciplined throughout 2020 to ensure adequate liquidity, protect the P&L during the pandemic and strengthen our balance sheet, which resulted in meaningful improvement in our cash position, resulting in $835 million in cash on hand at year end. Further demonstrating our confidence in the long-term strength of our business and commitment to return cash to shareholders in a balanced approach utilizing both share repurchases and dividends, our board recently approved a continued payment of our quarterly cash dividend. While uncertainty remains in the current environment, we believe that we can continue to carry the momentum we have seen in the back half of 2020 forward. As the economy continues to recover and with our planned new store openings, we expect to deliver increased net sales and additional margin expansion. Importantly, we expect miles driven to continue improving throughout 2021, which should enable year-over-year growth in our pro business. We're encouraged by trends through the first four weeks of 2021. With strength across our DIY omnichannel and pro business, we delivered double-digit comparable sales growth to start the year. We recognized the importance of transparency. Despite continued uncertainty, we're pleased to provide our 2021 guidance. Comparable store sales growth of 1% to 3%. Adjusted operating income margin rate of 8.7% to 8.9%, which includes margin expansion of 60 to 80 basis points. That's compared to the 2020 adjusted operating income margin excluding the $20.1 million benefit from the 53rd week. Income tax rate of 24% to 26%. Capital expenditures of $275 million to $325 million. And a minimum of $600 million of free cash flow. Finally, as Tom mentioned, following several years of closing underperforming stores and focusing on the improvement of operations across our footprint, we're excited to being actively growing our store base and expanding existing and new geographies. For the first time in four years, we're guiding to new store openings of 50 to 100 locations. ","compname says q4 same store sales rose 4.7%. q4 adjusted earnings per share $1.87. q4 same store sales rose 4.7 percent. believe actions in q4 position co well to drive additional top-line growth and further margin expansion in 2021. sees 2021 capital expenditures $ 275 million - $325 million. sees 2021 net sales $10.1 billion - $10.3 billion. sees 2021 free cash flow of minimum $600 million. sees new store openings 50 -100 in 2021. " "Both are now available on the Investors section of our website, americanassetstrust.com. First and foremost, once again we hope that this letter finds you and your loved ones safe. And our financial results will continue to improve into 2021. Over the past year the COVID-19 pandemic severely affected most industries, commercial real estate being no exception. We knew at the onset of the pandemic that American Assets Trust would not be impervious to this economic impact, but we were confident that the high quality, irreplaceable properties and asset class diversity of our portfolio combined with the strength of our balance sheet and ample liquidity would pull us through this. As we've worked our way through these past 12 months, however, we realized that it is the resiliency of our properties and our company's employees that has enabled us to weather this storm. And fortunately, to embark on the path to recovery. We are proud of our response to the challenges presented to us in 2020 and our ability to successfully operate for our company, while keeping our employees and customers as safe as possible. We've been through hard times before and each time we have emerged stronger, which is our expectation now. As we celebrate our 10th anniversary of being a New York Stock Exchange listed company, we are reminded that our commitment to our stockholders has always remained front and center. We will continue to do our best to accretively grew our asset base and shareholder wealth, focusing on both organic growth and development opportunities as they present themselves within our existing portfolios as well as acquisitions in our targeted coastal West Coast markets with a primary focus on the office sector going forward at this time. Finally, I want to mention that the Board of Directors has approved a quarterly dividend of $0.28 a share for the first quarter, consistent with our previous dividend, which is, we believe is supported by our collection efforts in the first quarter. The border is -- Board is looking for the rebound in Waikiki which impacts our Embassy Suites and our -- and retail on Waikiki Beach Walk. Once the mandatory quarantine has been eliminated we [Indecipherable] see the beginning of a recovery in Waikiki which will about -- allow the Board to consider an increase in the dividend. We are hopeful that this will recur in the third quarter and hopefully sooner. Adam, Bob and Steve will go into more detail on our various asset segments, collections and financial results. Now more than ever. We are feeling more bullish than at any time over the past 12 months, now that the vaccine is widely available, the COVID 19 governmental restrictions in our coastal markets have lightened considerably and we are seeing firsthand the consumer behavior has begun reverting closer to pre-pandemic levels. Perhaps most significantly in California Governor Newsom announced recently that the state will fully reopen its economy on June 15th, lifting substantially all the restrictions that have guided daily life for more than a year in California, where currently two-thirds of our annualized base rent is derived. We would expect our other coastal markets to follow similarly in the months to come. Meanwhile, we are encouraged and seeing our shopping center parking lots full, our office tenants returning or scheduling their return to office, tourism ramping up in Hawaii and public schools in our markets are starting to open back up, allowing parents to return to work, shopping and the like. Our collections have continued to improve each quarter since the pandemic began and improved each month in Q1 with the collection rate north of 93% for the first quarter. We expect this collection trend to continue to improve going forward with April at approximately 90% to date. Furthermore, we had approximately $800,000 of deferred rent due from about 100 tenants in Q1 based on COVID-19 related lease modifications entered into in 2020 and we have collected approximately 88% of those deferred amount, we believe this further validates our strategy of supporting our struggling retailers through the government mandated closure. Today, we have avoided any material impact from retailer bankruptcy having lost only 13,000 square feet in the aggregate out of our over 3 million square foot retail portfolio, which we believe is a testament to us having superior locations at these restructured tenants want to remain in. As we mentioned before, we continue working with challenge retailers with a heavy focus currently on those in Waikiki, who historically have been solid operators to bridge them through to the recovery as tourism continues to ramp up, which is primarily from the US Mainland at this point as Asian countries have not yet relaxed COVID restrictions and their travel to Hawaii yet. Additionally, we are seeing significant positive activity and engagement with new retailers for vacant or distressed spaces in our retail portfolio as we negotiate new retail leases and term sheets, which we will keep you posted on. On the multifamily front, we have hired a new community manager at our Hassalo on Eighth property who we -- who we expect will lead Hassalo to increased occupancy and better financial results over the remainder of the year. Furthermore, the 133 unit master lease with the private university in our San Diego multifamily portfolio expires at the end of May and our San Diego multifamily team led by Abigail Rex is fully engaged on additional marketing and advertising campaigns to entice students to remain in expiring units and to attract new prospects. To date we have leased approximately 20% of those expiring units and expect to have the majority of them released by the end of summer. Finally, I want to mention that last week we issued our 2020 sustainability report which covers our 2020 operations and highlights our initiatives and commitments across a range of topics, including health and safety, environmental, social responsibility, corporate governor and was prepared entirely in-house at AAT. These initiatives were a massive collaborative effort from our employee base, led by our sustainability committee with representatives from virtually every department in our company and oversight from our executive management team and Board of Directors. We are proud of our efforts to-date, particularly our focus on human capital, but we know we have a lot more work to do going forward on all fronts. Please reach out to any questions. Last night we reported first quarter 2021 FFO per share of $0.38, first quarter 2021 net income attributable to common stockholders per share of $0.02. I believe it is important to note that the FFO in the first quarter includes a charge of approximately $4.3 million for the early extinguishment of our $150 million Senior Guaranteed Notes, Series A, which were due on October 31, 2021. Without the charge for the early extinguishment of debt, our first quarter 2021 FFO per share would have been approximately $0.44. From a financial perspective, it was a relatively quiet quarter. We did end up close to our expectations. Based on the current environment same-store metrics are down in retail as expected and office was also lower for the quarter, but it is expected to end with 8% or greater same-store cash NOI for the year ended 2021. At the end of the first quarter, net of One Beach, which is under redevelopment, our office portfolio stood at approximately 94% leased, with just 3.4% expiring through the end of 2021. Our top 10 office tenants represented 50.2% of our total office base rent. Given the quality of our assets and the strength of the markets in which they are located with technology and life science as the key market drivers. Our office portfolio has weathered the crisis well. Current status by region are as follows: Bellevue is 96.5% leased; Portland is 97.1% leased; San Francisco is 100% leased, net of One Beach; and San Diego is 89.1% leased with two buildings under renovation at Torrey Reserve making up 5.8% of San Diego's vacancy and 2.6% of the office portfolio's vacancy. Our strategy of offering lease term flexibility while preserving pre-COVID rental rates produced 36 comparable new and renewal leases over the last 12 months, totaling 182,000 rentable square feet with a weighted average increase of 8.9% over prior rents on a cash basis and 16.9% on a straight-line basis. The weighted average lease term was 3.3 years with just $8.7 per rental square foot in TIs and incentives. We experienced limited small tenant attrition due to COVID and other business challenges during the quarter resulting in a net loss of approximately 31,000 rentable square feet, none of which was lost to a competitor. However, smaller tenant activity has picked up significantly with tenants willing to commit to longer-term leases at favorable rental rate. Even more encouraging is the push to return to the office and the emerging large tenant activity and competition for quality larger blocks of space in select markets including San Diego and Bellevue. We continue to strategically invest in our current portfolio through renovation, redevelopment and ground-up development. The renovation at two of the 14 buildings at Torrey Reserve should be complete this summer. In the process, we are enhancing the campus amenities and aggregating large -- large blocks of space in the Del Mar Heights submarket to meet demand and take advantage of pricing power. Construction has commenced on the redevelopment of One Beach Street in San Francisco with delivery in the first half of 2022 and construction is nearly complete on the redevelopment of 710 Oregon Square in the Lloyd sub-market of Portland. One Beach will grow to over 102,000 square feet and 710 Oregon Square will add more than 33,000 square feet to our office portfolio. Construction is also commenced on Tower 3 at La Jolla Commons, a 213,000 square foot, 11 story Class A plus office tower in the UTC submarket of San Diego with expected completion in Q2 or Q3 of 2023. We are encouraged by the emerging large tenant activity and competition for quality large blocks of space in UTC. We are optimistic about our office portfolio as we move forward into the rest of 2021 and beyond. ","compname reports q1 ffo per share $0.38. q1 ffo per share $0.38. " "Both are now available on the Investors section of our website, americanassetstrust.com. First and foremost, I would like to wish all our stakeholders and their loved ones continued health and safety during these truly unprecedented times. Now that people are starting to get vaccinated, we are optimistic and even hopeful eventually this pandemic will no longer be a threat, lives will return to some kind of normalcy and the economy will recover. However, at the present time, this pandemic continues to create challenges within our portfolio, particularly for our three theaters, gym's and our Waikiki Beach Walk properties. As most of you know, all of our properties in Hawaii are owned fee simple and are very valuable. We have a strong view that post-pandemic, Waikiki will return to normal, pent up tourism returning and every night being like a Friday night. While this pandemic still remains a threat that we believe we are well prepared to endure a prolonged pandemic with our irreplaceable portfolio, our best-in-class operating platform, our top-notch management team, our disciplined financial strength and a very strong balance sheet. In such regard, I am extremely proud to announce that our inaugural public offering, which we closed on January 26, 2021, the offering consists of $500 million of 3.38% senior unsecured notes due 2031. And by the way, it was oversubscribed 4 times. Success and demand of this bond offering in the midst of a pandemic is truly a testament to our incredible properties, efficient operating portfolio, and our top-notch management team. Bob will provide more financial details on the bond offering. Finally, I'd like to mention that the Board of Directors has approved a quarterly dividend of $0.28 for the first quarter, an increase of $0.03 from our previous dividend, which we believe is supported by our collection efforts in the fourth quarter, and is an expression of our Board's confidence in the embedded growth of our portfolio that we believe will recover post-pandemic. As you can see, we're mutually cooperative. We remain optimistic with the overall performance of our portfolio, even in light of the pandemic, and we are pleased to report that 100% of our properties are currently open and accessible by our tenants in each of our markets. Of course, we too have felt the bumps along the road like everyone else in our sectors. Yet, our collections of monthly recurring billings due continued to improve in Q4 over Q3 and Q3 over Q2. The total collections to-date of approximately 92% in Q4 versus 90% in Q3 and 87% in Q2. January is currently trending consistent with Q4, just over 91% to-date, and likely to increase further, all despite the headwinds of Governor Newsom shutdown restrictions in California that lasted through most of December and January. Collections for essential tenants in our retail portfolio, which represent approximately one-third of retail build rents were almost 100% in Q3 and Q4. And collections for nonessential tenants continued to improve from 69% in Q3 to over 74% in Q4. Of note, no tenant in our retail portfolio represents more than 2% of our ABR, and less than 6% of our retail portfolio is due to expire in 2021, assuming no exercise of lease options. And of the approximately 500 tenants in our retail portfolio, since the beginning of the pandemic, we have had 13 retailers file bankruptcy, covering 18 total tenant lease spaces, of which 13 spaces have been assumed or are in the process of being assumed in bankruptcy, which we believe is a testament to us having superior locations that these restructured tenants want to remain in. Notably, the rejected leases to-date were less than 13,000 square feet in the aggregate. As you would expect, our primary collection challenges remain in the retail segment with our movie theaters and gym's, as well as many of our retailers at Waikiki Beach Walk, which until mid-October had no incoming tourism to sustain meaningful revenue for our tenants. So, we believe the pent-up demand for travel to Hawaii is massive. We expect the tourism to rebound to occur at more deliberate pace until a broader vaccine rollout is achieved, hopefully by this upcoming summer. In the meantime, we are working with these challenged retailers who historically have been great operators to bridge them through to the recovery. This is part of our recurring thesis of prioritizing long-term strategic growth over the short term. Despite the uncertainty, we remain optimistic that we will continue to see sequential improvement spurred by the vaccine's distribution, government stimulus and anticipated pent up travel demand in regions that have yet to fully reopen their economies. As Ernest mentioned, we believe that we are well positioned to navigate through and manage these challenges. We have been through challenging times before and each time we have emerged stronger, given our long-term focus on high quality, diversified asset base. We expect this time will be no different. Last night, we reported fourth quarter and year ended 2020 FFO per share of $0.41 and $1.89 respectively, and fourth quarter and year ended 2020 net income attributable to common stockholders per share of $0.05 and $0.46 respectively. The lower FFO in the fourth quarter, which is approximately $0.05 lower than the Bloomberg consensus is primarily the result of additional reserves for our theaters, gym's and Waikiki Beach Walk retail. Nevertheless, we remain optimistic of this portfolio, even in light of the pandemic. The highlights of this quarter are, one, we have ample liquidity. As Ernest previously mentioned, we recently completed our inaugural public bond offering. In the midst of this unprecedented pandemic, we closed on $500 million of 3.38% 10-year senior unsecured notes. With the proceeds from the offering, we repaid $150 million Senior Guaranteed Notes Series A and repaid the $100 million outstanding on our revolving line of credit. We expect to use remaining $236 million of proceeds to fund our La Jolla Commons III development in the UTC submarket of San Diego, as well as continue our renovation of One Beach Street in San Francisco, with the remaining amounts for general corporate purposes and potential accretive acquisition opportunities. At the beginning of this week, we had approximately $380 million of cash on the balance sheet with zero outstanding on our $350 million line of credit. We chose to access the public debt markets now because of the low treasury yield and strength of the credit markets that we've been seeing during this pandemic. We had the ability to access the public debt market several years prior to this, but we weren't ready to commit to being a regular issuer on a frequent basis until now. What's changed is that we have the ability to ladder our existing debt maturities today, so that we have close to, if not more than $400 million in future debt requirements on a recurring basis over an 18 to 24-month period, while at the same time being laser focused on a 5.5 times net debt-to-EBITDA or less. A conservative balance sheet is very important to us. During this pandemic, our EBITDA has been challenged, like others with exposure to retail and our hotel, resulting in lower EBITDA. We believe that our high-quality portfolio and superior close to West Coast locations will begin to return to normal post-pandemic, and our expectation is that our net debt-to-EBITDA will begin working its way back down to 5.5% or less, based on the corporate model that I'm looking at. Number two, we have embedded contractual growth and cash flow in our office portfolio, with approximately $24 million of in-place growth in just the office cash NOI in '21 and '22. Number three, our same store cash -- office cash NOI came in at just 3% due to abatements that were provided to our GSA tenants at our First & Main in Portland, Oregon, as part of their lease renewal package during Q1 2020. These abatements continued through February '21. Absent these short-term abatements, office same store cash NOI growth in Q4 '20 compared to Q4 '19 would have been approximately 7%. Number four, multifamily properties incurred mixed results based on their geographic locations. For our multifamily properties located in Portland, occupancy was down 17% compared to the same quarter last year, while the weighted average monthly base rent increased approximately 1.4%. For our multifamily properties located in San Diego, occupancy remained stable at approximately the same over the prior year, while the weighted average monthly base rent increased 7.3% over the prior year. Of note, our occupancy levels in Portland have been trending much higher since the beginning of the year with our recent leasing momentum, bringing optimism that we will return to a more normalized pre-pandemic occupancy level. Number five, let's talk about guidance. As previously disclosed, we withdrew our guidance in April 2020, due to the uncertainty that the pandemic would have on our existing guidance, particularly in our mixed use and retail sectors. Until we have a clear view of the duration of the economic impact and the economy shows signs of recovery, we will refrain from issuing formal guidance. However, what we can do is provide you a framework on how to think about our portfolio. We believe that Q4 '20 was close to, if not the bottom of the economic impact for us. We have taken approximately $18 million in combined bad debt expense reserves in 2020, including turning up most of the straight line rent for which reserves have been taking. Included in this number is approximately $7.6 million or $0.10 of bad debt expense reserves that were included in our FFO number of $0.41 for Q4 '20. From my perspective, I believe $0.41 of FFO for Q4 '20 is the bottom. I would suggest that you conservatively use that as a starting base. Assume that continues for the first two quarters. Beginning in Q3 '21, assuming most everyone in America has been vaccinated, I would expect theaters restaurants and especially Waikiki Beach Walk retail and the Embassy Suites Waikiki to begin their recovery. I would apply some percentage growth to the $0.41 of the Q4 2020 FFO beginning in Q3 '21 and continuing into Q4 '21. Adjustments that also would need to be made include, in Q1 '21, approximately $0.05 related to the yield maintenance make whole payment on the Series A note prepayment will be a non-recurring expense in Q1 '21. Also in Q1 '21 through Q4 '21, the additional proceeds from the public bond offering are expected to increase our interest expense by approximately $0.03 per quarter. As we look beyond '21, we expect to see the following. First, we expect to see the Embassy Suites Waikiki coming back in full strength in '22, adding approximately another $0.13 of FFO. Secondly, the Waikiki Beach Walk retail coming back in partial strength in '22, adding approximately another $0.08 of FFO. Also, in our supplemental this quarter, we have included our estimated development yield for La Jolla Commons III, which is expected to take between 24 and 30 months to develop. The estimated yield for this development is approximately between 6.5% and 7.5% based on the market conditions today. We expect this project to be completed by the end of 2023. A 6.5% yield on $175 million is approximately another $11 million of NOI or $0.14 of FFO. In the meantime, the cash on the balance sheet earmarked for this development will be a short-term drag on earnings. And lastly, we expect our One Beach property on the North Waterfront of San Francisco to complete its renovation by the end of 2022, and we expect this property to produce approximately $0.05 plus of FFO upon stabilization in 2023. For now, this is our informal big picture framework of what we conservatively expect in '21. But it is not considered or it is not to be considered as formal guidance. As we have more clarity and conviction on the back half of '21, we will share it with you. We will continue our best to be as transparent as possible. At the end of the fourth quarter, net of One Beach, which is under redevelopment, our office portfolio stood at approximately 95% leased, with just under 5% expiring at the end of 2021. Our top-10 office tenants represents 51.5% of our total office based rent. Given the quality of our assets and the strength of the markets in which they are located, the technology and life science is the key market drivers and we continue to execute leases at favorable rental rates, delivering continued NOI growth in our office segment even in this challenging environment. The weighted average base rent increase for the seven renewals completed during the fourth quarter was 5%. With leases already signed, we have locked in approximately $24 million of NOI growth in our office segment, comprised of approximately $14 million in 2021 and $10 million in 2022. We anticipate additional NOI growth in 2022 and 2023 through the redevelopments and leasing of 102,000 rentable square feet at One Beach Street in San Francisco and 33,000 rentable square feet at 710 Oregon Square in the Lloyd submarket of Portland. With the recent entitlements for two blocks at Oregon Square in Portland, we can add up to an additional 555,000 rentable square feet to the portfolio. However, we continue evaluating market conditions and prospective tenant interest before commencing development of that project. In the next few months, we will commence construction of Tower 3 at La Jolla Commons, a 213,000 rentable square foot, 11 storey Class A plus office tower in the UTC submarket of San Diego. With expected completion in Q2 or Q3 of 2023, La Jolla Commons Tower 3 will grow our office portfolio by 6.1%. We're moving forward because we believe in the long-term fundamentals of the market, especially in UTC. Direct vacancy remains low at 6.5% and the inventory is aging with just 26% or three out of 22 Class A office buildings being built since 2008, two of which are our own towers at La Jolla Commons. These 3three newer towers are 97% leased. The existing office inventory is actually shrinking due to conversion to life science and lab usage in and around UTC. And record-breaking venture capital is flowing into the region. San Diego companies raised a record-breaking $2.6 billion of venture capital funding in Q4 of 2020. The 2020 total reached $5.2 billion. Life science companies brought in a record $1.8 billion. The 2020 volume from life science investment reached a record shattering $3.8 billion, and tech investment hit a record high of $762.1 million for the quarter and $1.3 billion for the year. La Jolla Commons is just a few blocks away from the UTC Mall, which has undergone a $1.2 billion redevelopment, including 90 new tenants and is Westfield's top performing Center. In the San Diego trolley operations serving UCSD and UTC are expected to begin operations in 2022. And as for the impact of work-from-home on our portfolio, based upon discussions with many of our tenants, not to mention significant expenditures, our larger tenants are currently investing in their existing spaces. We expect the impact to be relatively short term in nature. Beyond our portfolio, even though the tech giants had established long-term work-from-home protocols, they are massively increasing their office footprint by expanding, acquiring buildings and land and leasing significant space across the country, all during COVID. Facebook has expanded by 2.2 million square feet, Microsoft by 1 million square feet, Amazon by 1.5 million square feet; and Google now plans 3 mixed-use projects on Google owned land, 40 acres in 1.3 million square feet in Mountain View, San Jose and Sunnyvale. Further, in November, Google bought a 10-acre plot close to its existing campus in Kirkland, Washington, and plans to use it to expand in the area. Also, Apple just acquired a large land site in Culver City, which is Los Angeles. for a large office development for at least 1,000 people, at least an additional 336,000 feet in New York City. In summary, we have a stable office portfolio with a strong tenant roster, no or little near term rollover, significant built in NOI growth and additional upside through repositioning and redevelopment within our existing portfolio, plus substantial new development on sites we already own. ","q4 ffo per share $0.41. q4 earnings per share $0.05. " "I'm joined today by Roy Harvey, Alcoa Corporation's President and Chief Executive Officer; and William Oplinger, Executive Vice President and Chief Financial Officer. Any reference in our discussion today to EBITDA means adjusted EBITDA. With that, here's Roy. We had another strong quarter, bolstered by aluminum prices that are higher than we've seen in more than a decade. Before we get underway, however, in particularly at a time where we are experiencing a rapidly changing market dynamic, I would like to reinforce once again that our values, which we established when we launched as an independent company in 2016 continue to guide us. It's not just about the results, but also how we achieve them. Our values continue to be foundational for our company and our embedded in all of our decisions. Now, as Alcoa Corporation approaches its five-year anniversary, we've been reflecting on the achievements Alcoans across the globe that helped us to accomplish. It is clear that our strategic priorities are creating value. Today, Alcoa is much stronger than when we launched. We've significantly improved our processes, we've strengthened our balance sheet, we've reshaped our portfolio, we responded to societies need for responsible production launching the industry's most comprehensive portfolio of low-carbon products, and we've also certified many of our assets to the stringent standards of the Aluminum Stewardship Initiative. In addition, our strategic priorities have helped us to do exactly what we said we wanted to do, strengthen our company to prepare for an even brighter future. And today, we've reached an important milestone. Additionally, we've authorized a new share repurchase program that will complement our existing program that was authorized in 2018. These decisions concerning capital returns align with our existing capital allocation framework and reflect two important points. First, we have confidence in the strength of our company and our ability to generate cash to sustain these programs through the commodity cycle. Today, both our balance sheet and operating portfolio are in a much stronger position, with no substantial debt maturities until 2027. Second, we believe the markets we participate in will be stronger, that this cycle will last longer and then Alcoa is well positioned to deliver in a low-carbon ESG focused world. But our work is never complete. These achievements simply serve as a strong foundation. Despite the positive financial news, I am disappointed that we had a serious injury in the quarter. An electrical contractor in Brazil sustained a life-threatening electrical shock. Our focus must always be on the safety of everyone who visits or works at our facilities. As our comments progress today, I'd like to highlight some recent initiatives that align with our strategic priorities and that use this strong foundation as a starting point. The Alumar restart that will be powered by renewable energy, the joint development project for high purity alumina and our net-zero ambition. The green evolution is happening fast and as evidenced by these projects, we are positioning ourselves for the future. Also, we'll talk more today about the strength in aluminum pricing and an improved pricing trend in Alumina. But first, let's review the financials with our CFO, Bill Oplinger. This quarter was even better than the previous one. Revenues at $3.1 billion were up $276 million or 10% sequentially. Revenues were up $744 million or 31% from the same period last year on higher aluminum and alumina prices. Realized aluminum prices were up 13% sequentially and 64% year-over-year. Third quarter earnings per share was $1.76 per share, $0.13 per share higher than the prior quarter and $2.02 per share higher than the year ago quarter. Adjusted earnings per share for the third quarter increased 38% sequentially, to a record $2.05 per share. Adjusted EBITDA, excluding special items also increased, up 18% sequentially to $728 million, much higher than last year's $284 million. These charts, which debuted last quarter show that the Aluminum segment with modest income taxes and virtually no minority interest continues to outperform and drive record net income. In the first nine months of 2021, the Aluminum segment has had its best year so far, with nearly $1.4 billion or 73% of Alcoa's total adjusted EBITDA, excluding special items of $1.9 billion. That segment EBITDA generated record adjusted net income. Before this year our best full year adjusted net income was in 2018 at $698 million. In 2021, our adjusted net income for the first nine months is already $822 million or $124 million higher. Now with Aluminum prices remaining at post global financial crisis highs and Alumina prices recovering nicely, earnings should be even better in the fourth quarter. Now let's review adjusted EBITDA in more detail. The $110 million increase in adjusted EBITDA excluding special items was driven by higher metal prices as well as favorable currencies, slightly higher Alumina prices and better product pricing in Alumina and Aluminum. However, as you know, a Bauxite unloader at Alumar sustained structural damage in mid-July and we ramped down refinery production by roughly one-third with corresponding impacts to Bauxite production assurity [Phonetic]. This outage had a $27 million impact in the quarter, mostly affecting shipment volume and production costs. In addition, we experienced a few other impacts in the quarter, higher raw material costs, mostly caustic in the Alumina segment and carbon products in smelting, higher energy costs in Europe and to a lesser extent in Brazil were unfavorable by $71 million. Spain costs increased by $53 million, while we also experienced higher costs in Norway and Brazil. These increases were favorably offset by strong earnings in the Brazil hydros, the highest earnings in a decade for a net unfavorable energy impact of $17 million. Lastly in the Aluminum segment, railcar delays in Canada and seasonal shipping patterns in Europe negatively impacted the results in the quarter. The other column primarily reflects the non-recurrence of the Portland smelter government support, which ended in the second quarter after we repowered the facility through July 2026, and increased accruals for residue storage area improvements in Brazil. Now let's look at impacts in our cash flows. The cash flows continue to highlight major corporate actions as well as the benefits from very strong adjusted EBITDA. To illustrate the strong cash generation in the last quarter, we have bridged from the second quarter ending cash balance to the third quarter cash balance. Cash declined $200 million to $1.45 billion, our largest single outlay was $518 million in September when we redeemed the 2026 bonds, followed by working capital use of $206 million, $83 million of capital expenditures and a modest $19 million of pension and OPEB funding which is mostly OPEB. EBITDA and other factors provided net inflows of $626 million. On a year-to-date basis, you can see the benefit of the strong nine months of EBITDA and the additional major sources of cash inflows, including non-core asset sales and the $500 million bond issue. Those cash flows and EBITDAs also impact key financial metrics. Return on equity increased to 30.2% for the first nine months of 2021, nine month 2021 free cash flow less non-controlling interest distributions was negative $51 million due to the second quarter's $500 million pension funding, but was positive $320 million in the third quarter due to the strong EBITDA, partially offset by a three-day increase in days working capital. Most importantly, our key leverage metric proportional adjusted net debt is now below our $2 billion to $2.5 billion target range at $1.7 billion. Working capital has increased in line with expectations, as metal prices continue to rise and now are being joined by Alumina price increases. Moving to our outlook for the remainder of the year. The full year 2021 outlook is expected to see modest changes. For Bauxite shipments, the expected ranges are decreasing 1 million tons to 49 million tons to 50 million tons due to the Alumar unloader outage in the third quarter. We are expecting improvements on the income statement below the EBITDA line. Depreciation, depletion and amortization is expected to improve $10 million to $665 million, while interest expense is also expected to improve $10 million due to our redemption of the 2026 notes. In the cash flow section, there are three expected changes. Return seeking capital expenditures are expected to be $10 million lower. Payment of prior year taxes has been adjusted $5 million to $30 million and environmental and ARO spending is expected to be $20 million better, down to $120 million for the year. For the fourth quarter, overall with Alumar refinery production returning close to normal operating levels and if current Aluminum and Alumina index pricing levels persist, we expect another record-setting quarter. However, at the San Ciprian refinery and smelter, the current high energy costs in the country and the strike if both persists through the quarter end are expected to be primary factors decreasing adjusted EBITDA approximately $100 million sequentially and increasing working capital sequentially $120 million. Included in the San Ciprian impacts are in refining, we expect sequentially lower shipments of 86,000 metric ton and an unfavorable EBITDA impact of approximately $15 million. In smelting, we expect sequentially lower shipments of 52,000 metric tons and an unfavorable EBITDA impact of approximately $85 million. For the rest of the portfolio, adjusted EBITDA in the Bauxite segment is expected to improve $10 million sequentially, primarily due to recovery from the Alumar unloader outage in 3Q 2021. Aside from Index pricing, currency and the San Ciprian impacts that I mentioned, the Alumina segment adjusted EBITDA is expected to be flat sequentially, higher shipments, cost improvements and the partial recovery from the Alumar unloader outage are expected to offset higher raw materials and energy costs. In the Aluminum segment, again excluding the San Ciprian impact Index pricing and currency impacts and assuming today's spot alumina prices persist, while we expect substantial benefit in the Alumina segment, Alumina costs in the Aluminum segment are estimated to increase by $100 million. Higher shipments are expected to offset increased raw materials and production costs, energy related impacts are expected to be comprised of two factors. $30 million as Brazil hydro sales seasonally decline and higher smelter energy costs of $20 million primarily in Norway. As Bill noted, the Aluminum segment has a significant role in our profitability. The LME Aluminum price was the highest that has been in 13 years and has doubled relative to the low point in the second quarter of 2020. In addition, regional premiums are being influenced by higher transportation costs into deficit markets such as North America and Europe. The continued economic recovery and the tightness of supply have continued to support this LME rally and high regional premiums. We continue to see positive GDP in industrial production across the world's leading economies, which supports Aluminum demand across all major end-use sectors. This year, we expect annual global demand for primary Aluminum to increase approximately 10% relative to 2020 and to surpass the pre-pandemic levels of 2019. Strong demand is also being supported by China's continued status as a net importer of primary Aluminum. In 2021, China has curtailed more than 2 million tons of annualized capacity due to power shortages and its enforcement of policies related to energy and the environment. These curtailments represent one of the largest supply cuts the Aluminum industry has ever experienced, particularly given that they are occurring during a year in which we have seen strong demand growth. These supply dynamics are not only occurring in China. There have been recent reports in Europe regarding energy shortages and high power costs that may lead to smelting cuts there as well. For Alcoa's commercial impacts, we are also seeing significant year-over-year growth for our value-add Aluminum products. In the third quarter, the premiums we earn for value-add products were up relative to the second quarter. Strong demand supported high spot premiums for open volumes. Much of our volume for value-add products is sold in annual contracts. So, only a portion benefits from high spot pricing. However, current market dynamics provide a positive environment for 2022 contract negotiations. Next, I'd like to comment on what we're seeing in the Aluminum market, which is also on the rise. As we've noted previously, we are the world's largest third-party producer of Alumina and market fundamentals there have also become more favorable over this last month. In the first two months of the quarter, ex-China Alumina prices remained more muted than in Aluminum, high freight costs made shipments to China unattractive and the market outside China had sufficient supply. However, in the last month or so, we have seen a substantial rally in ex-China Alumina pricing. Some unplanned production disruptions outside of China reduced the amount of Alumina available for spot purchases. At the same time, some refineries in China have restricted production to be the same dynamics I discussed earlier in regards to the smelting cuts. Power shortages and policies related to the environment in energy. These dynamics have driven current global supply tightness in Alumina. While China remains short in Alumina as a net importer, it is now competing with smelters outside of China for available Alumina. As a result, prices for Alumina outside of China are at the highest levels they've been since 2018. Now, let's move to a slide that recap some of the items that Alcoa has been doing to support our business for the future. Our strategic actions over the past two years and our ongoing activities are positioning Alcoa for the future. Two years ago, we announced three key strategic programs. The new operating model, non-core asset sales amd the portfolio review. We've already met the goals on two of these. First, we fully implemented the new operating model and captured the annual savings. Second, we also met the top end of our target for non-core asset sales. The portfolio review, meanwhile, has three years remaining and was designed to improve both the cost structure and sustainability position of our global production assets, focusing primarily on smelting and refining. It considers options for significant improvement, curtailment, closure or divestiture. At this two year mark, we've already addressed nearly half the 1.5 million tons of smelting capacity with a repowering at Portland, the curtailment of Intalco and restarting Alumar. The announced restart of 268,000 metric tons of smelting capacity in Brazil equates to our share of Alumar's nameplate capacity. It will supply the short Brazilian market and the smelter will be fully powered with renewable energy by 2024. We've earlier reported that 78% of our global smelters are powered by renewables, and we expect that percentage to reach 85% by the conclusion of the portfolio review in 2024. In refining, we've also addressed half of our global goal of 4 million tons of refining capacity with the 2019 closure of the Point Comfort refinery in Texas. Now, let's move to the right hand side of this slide. In September, we took another step to strengthen our balance sheet and redeemed in full $500 million in senior notes issued at a 7% interest rate that were due in 2026. We used cash on hand to repurchase this debt. A stronger financial position is an outcome of our focus on aligning decisions with our strategic priorities, including our imperative to advance sustainably. Last month, we added even more production facilities to our list of locations certified to the Aluminum Stewardship Initiative, the industry's most comprehensive third-party system to verify responsible production. Today we have 15 global sites certified to ASIs Performance Standard, the latest were two Canadian smelters, ABI and Deschambault. Congratulations to those teams in Quebec for earning these certifications. Importantly, we also have ASIs Chain of Custody Certification, which allows us to sell ASI certified Bauxite, Alumina and Aluminum. And we've earned a premium on ASI certified products, which we can sell globally. Earlier this month, we also announced the beginning of a joint development project related to the market for high purity alumina or HPA. Industry analysis shows that demand for HPA will be strong with increasing year-over-year demand due to the need for low carbon solutions in transportation and other sectors. Our non-metallurgical alumina, HPA, is used to create a variety of products for a sustainable economy. This includes lithium-ion batteries that are the backbone of clean emissions free electric vehicles and energy efficient LED lighting applications. While we are still at an early stage of development, we believe our process knowledge of Alumina refining can help ensure the operational and financial success of this joint development project. And more generally, across our alumina refineries, it is important to note that Alcoa has the world's lowest carbon intensity in its global refining system. This too was an advantage now and in the future for our smelter grade and non-metallurgical businesses, both of which are the largest outside of China. Finally, I am proud of our ambition to reach net-zero by 2050 for Scope 1 and Scope 2 greenhouse gas emissions across our global operations. Announced earlier this month, this ambition complements our Climate Change policy and existing GHG targets, which we discussed more fully in our Annual Sustainability Report. To work toward this ambition, we are focused on increasing the share of our operations powered by renewable energy and commercializing some of the breakthrough innovations we've discussed previously, such as the ELYSIS technology which eliminates all direct greenhouse gases from the traditional aluminum smelting process and adapting Mechanical Vapor recompression to Alumina refining to further reduce our already low-carbon intensity. Next, I wanted to quickly highlight the news we announced earlier today. We are proud to initiate this quarterly dividend and authorized a new buyback program. Since Alcoa Corporation's launch nearly five years ago, we've talked about strengthening our company. This announcement is clear evidence of the work that Alcoans across the globe have completed to position the company to succeed not only in the favorable market environment we're seeing now, but through the commodity cycle. Today, Alcoa is stronger than it has been since our inception, and with our current view of the markets and expected cash flows, we believe these programs can be sustained. The decision regarding capital returns aligns with our current capital allocation framework. To review the framework prioritizes maintaining liquidity and investing capital to sustain and improve our operations. Next, we aim to maximize value creation opportunities across four categories listed in no specific order. One of those, of course, is returning cash to stockholders, which we've demonstrated today. Now, let me briefly highlight the other three value creation opportunities. First, we've made great progress in reducing our debt. As mentioned, our adjusted proportional net debt is now below our target range of $2.0 billion to $2.5 billion. Today, our company has no substantial debt maturities until 2027 and our expected cash pension funding requirements are at their lowest levels. As we've said previously, our net debt may fluctuate, but we intend to maintain a strong balance sheet through this cycle. Second, another focus is the transformation of our portfolio, building on the progress we have already made in this five-year program. Finally, we continue to evaluate value creating growth projects and pursue opportunities that will generate an adequate rate of return. First, it's a very good time to be in the upstream aluminum business. We have a long position in all three of our segments and the work that we've accomplished while continuing has made us more competitive, enabling us to succeed through the commodity cycle, because of this work we are well positioned to capture benefits from improved markets, including the very healthy aluminum prices that we're currently seeing. Next, I'm proud to say that Alcoa Corporation is stronger today than any other time. Our strategies are working and our balance sheet is in its best shape ever. This improved financial strength has allowed more flexibility to execute on our capital allocation framework, including the authorization of further returns to our investors. Finally, we are ready for a sustainable future. As we approach our five-year anniversary next month, I'm excited about what's ahead as we move forward as a stronger company that can deliver value to our people, our processes and our products. Operator, who do we have our first question? ","compname reports q3 adj earnings per share of $2.05 excluding items. alcoa sets another record for quarterly net income and earnings per share. q3 adjusted earnings per share $2.05 excluding items. q3 earnings per share $1.76. q3 revenue $3.1 billion versus refinitiv ibes estimate of $2.91 billion. 2021 shipment outlook for alumina and aluminum segments remains unchanged. anticipates continued positive financial results in q4 of 2021. working capital increase in q4 related to san ciprián could approximate $120 million. continues to expect a strong 2021 based on continued economic recovery and increased demand for aluminum in all end markets. expects annual global demand for primary aluminum to increase about 10% relative to 2020 and to surpass pre-pandemic levels in 2019. alcoa corporation initiates quarterly cash dividend and new share repurchase program. initiation of a quarterly cash dividend on its common stock and a new $500 million share repurchase program. have no substantial debt maturities until 2027. " "As detailed in yesterday's release, ABM generated strong third quarter results featuring double-digit growth in revenue, continued solid cash generation, and a 20% gain in adjusted earnings per share. Revenue growth was broad-based as each of our five business segments achieved year-over-year gains in revenue, aided by an improving business environment and the gradual reopening of the economy. Our team members once again executed well and continue to provide exceptional service to our clients. Overall, demand for ABM's higher margin virus protection services remained elevated in the quarter, underscoring ongoing client concerns regarding cleaning and disinfection of their facilities. As anticipated, demand for virus protection eased slightly in the third quarter compared to the second quarter of fiscal 2021, but remain well above pre-pandemic levels. The emergence of the Delta variant and rising COVID-19 cases nationally have gains heightened interest in the need for disinfection prevention measures, particularly in high traffic areas. As we look forward to 2022 and beyond, we believe that virus protection services will remain a contributor to our overall revenue as disinfection becomes a standard service protocol and facility maintenance programs. During the third quarter, we continued to benefit from efficient management of labor as office occupancy levels remain relatively low nationwide and began to trend downward slightly as the third quarter progressed due to the spread of the Delta variant. In this evolving environment, our flexible labor model enabled us to capitalize on staffing efficiencies and the associated benefit to our margins. In light of the current pause in the return to the office trend, we anticipate a more gradual ramp in office occupancy levels during 2022, providing an opportunity for a longer tailwind of rising from labor efficiencies. At the same time, we are proactively addressing current dynamics in the labor market, which include heightened competition for available talent. As I noted in last quarter's conference call, ABM has developed a task force model that leverages our substantial internal resources and cross-functional expertise to identify and implement solutions rapidly and effectively. Earlier this year, we established a human resources task force with a specific focus on recruiting and retention, and this task force has been instrumental in helping us to manage our staffing needs and ensure our resources are allocated efficiently and cost effectively. As a reminder, roughly half of our revenue is generated from union labor accounts, which mitigates concerns around labor inflation and availability. Revenue growth in the third quarter was led by performance of our Aviation segment, where revenues increased 51% compared to the prior year period and the segment operated profitably. Our strong performance in aviation reflected a seasonal improvement in air travel as well as our strategic shift toward securing high margin and more stable service contracts with airports and related facilities. While revenue in our Aviation segment remains below pre-pandemic levels, we expect to see continued growth, driven in part by new airport transportation and janitorial contracts. Our Technical Solutions segment continued to perform strongly, generating nearly 23% revenue growth in the third quarter as our broad capabilities address key client needs for energy efficiency, productivity and mechanical performance throughout their facilities. Revenue growth benefited from improved access to client sites, enabling us to execute on a large number of projects Technical Solutions ended the third quarter with a record backlog level and the long-term outlook for this segment is particularly favorable given our position as a leading provider of electrical vehicle charging infrastructure. Although EV charging infrastructure services currently represent a limited portion of Technical Solutions revenue, electrical vehicle adoption continues to rise, aided by the current administration's target to make half of all vehicle sold in 2030 zero emissions vehicles. As a result, we see a long runway of growth for our e-mobility EV charging infrastructure business as we look out over the next several years. Turning to Education segment. School districts have accelerated the return to in-person learning, as we estimate that 95% plus of K-12 and higher education institutions will resume in-school classes this fall. With the reopening of schools and educational facilities, Education segment revenue grew solidly from the prior year period, driven by increased demand for our services. We believe the heightened concerns amid the prevalence of the Delta variant may lead to incremental opportunities for disinfecting services in the fourth quarter and into 2022. But we do expect our labor savings from hybrid environment will wane quickly with a return to full-time in-person learning this fall. Overall, our scale and market diversity and breadth of service keep us well positioned for growth in the fourth quarter and beyond. Given the strength of our year-to-date performance and our positive outlook for the fourth quarter, we are increasing our full year adjusted earnings per share guidance to $3.45 to $3.55, up from $3.30 to $3.50 previously. On the acquisition front, a few weeks ago we announced a definitive agreement to acquire Able Services in a strategic transaction that we believe will create significant value for all of our stakeholders. We're excited to join with Able's talented team and we look forward to working together to better serve our clients with a broader array of services and solutions that address their evolving needs. The combination of ABM and Able expands our core engineering and janitorial capabilities in attractive geographies. This acquisition is expected to be accretive to adjusted earnings per share from day one, aided by an estimated $30 million to $40 million and cost saving synergies. As a larger company with enhanced scale, we will be better positioned to provide our clients with service offerings that will not only enhance our growth and margins, but will add significant value for our clients. We also see the potential for revenue synergies over time as we deepen our client relationships and realize cross-selling opportunities. We are progressing on the close of this acquisition, which we expect will occur by the end of September. As a reminder, we have not included any contribution from Able in our updated guidance forecast. In closing, the past nine months have been exciting, productive and successful for ABM. We have executed well on our strategic growth objectives, while generating strong financial results, and we are very much looking forward to the addition of Able Services to ABM. In the next few months, We plan to share with you our strategic plan for the next five years, which I am extremely excited about. Third quarter revenue was $1.54 billion, an increase of 10.7% from last year. This improvement was driven by revenue growth in each of our five business segments, reflecting an improving business environment and continued demand for our virus protection services. On a GAAP basis, the loss from continuing operations was $13.7 million or $0.20 per diluted share compared to $56 million or $0.83 per diluted share in last year's third quarter. The GAAP loss from continuing operations in this year's third quarter is attributable to a reserve of $112.9 million, equivalent to $1.24 per diluted share. The fully resolved previously announced outstanding litigation, you will find additional information related to the legal settlement in our Form 10-Q, which will be filed later today. Excluding the impact of reserve taken in the third quarter as well as other one-time factors including a favorable prior year self-insurance adjustment of $26.1 million, our adjusted income from continuing operations was $61.3 million or $0.90 per diluted share in the third quarter of fiscal 2021, compared to $50.1 million or $0.75 per diluted share in the third quarter of last year. The increase in adjusted income from continuing operations was primarily the result of strong operational performance, including growth in our higher margin services. Additionally, our results benefited from several other factors, including efficient labor management, one less workday compared to the third quarter of fiscal 2020, and lower bad debt expense. Corporate expense for the third quarter increased by $27.5 million year-over-year. The majority of this increase reflects a more normalized expense level in this year's third quarter as furloughs and other cost saving measures taken at the beginning of the pandemic reduced corporate expenses in the same period a year ago. The increase in corporate expense this quarter also reflects planned investments of approximately $9 million, as we continue to execute on our technology transformation initiative. On a year-to-date basis, we have invested $29 million in information technology and other strategic initiatives relative to our previously disclosed target of $40 million for the full fiscal 2021 year. Now turning to our segment results. Revenue in our largest segment, Business & Industry, grew 6.7% year-over-year to $807.7 million, benefiting from increased office occupancy in the quarter as well as continued elevated demand for virus protection services. In addition, we saw improved demand for sports venues, as spectator attendance levels increased significantly from the prior year period. Operating profit in this segment grew 18.2% year-over-year to $84.7 million, reflecting efficient labor management, reduced bad debt expense and ongoing client demand for higher margin virus protection services. Our Technology & Manufacturing segment generated revenue growth of 1.2% year-over-year to $246.1 million, and operating profit margin improved to 10.4%, up from 10.1% last year. Since most of our clients in the T&M segment are considered essential service provider, this segment has been least impacted by COVID-19 disruption. As a result, segment revenue grew modestly on a year-over-year basis. However, the segment operating profit margin increased 30 basis points from the prior year period, reflecting lower bad debt expense. Education revenue grew 10.5% year-over-year to $208.4 million, driven by the reopening of schools and other educational institution amid a return to in-person learning. Education operating profit totaled $17.7 million, down 3.3% from the same period last year. Although the return to school trend increased demand for virus protection services, the resumption of more normalized staffing levels reduced overall margins compared to the prior year, which benefited from minimal staffing requirement. Aviation revenue increased 51% in the third quarter to $175.7 million, marking the first period of year-over-year revenue growth in the Aviation segment since the third quarter of fiscal 2019. Revenue growth was fueled by a rebound in U.S. passenger levels amid significantly busier summer travel season compared to the same period last year, as well as our increased focus on securing more business with airport and related facilities. Aviation operating profit improved to $10.3 million compared to an operating loss of $8.2 million last year. Aviation segment margins continued to improve on a sequential basis, rising to 5.9% in the third quarter from 3.9% in the second quarter of fiscal 2021. The improvement in operating margin is attributable to a favorable shift in business mix as we emphasize higher margin airport facility contracts and from stronger client demand for virus protection services compared to the prior year period. Technical Solutions revenue increased 22.7% year-over-year to $146.1 million, highlighting continued strong market demand for our energy efficiency solutions as well as improved access to client sites. Segment operating margin was 9.9% in the third quarter compared to 11.1% in last year's third quarter, reflecting a higher personnel costs compared to last year's third quarter, which benefited from pandemic-related cost saving actions. I'll now discuss our cash and liquidity. We ended the third quarter with $505.4 million in cash and cash equivalents compared to $394.2 million at the end of fiscal 2020, with total debt of $811.6 million as of July 31, 2021. Our total debt to pro forma adjusted EBITDA, including standby letters of credit was 1.4 times at the end of the third quarter of fiscal 2021. In June, we announced an expansion of our credit agreement to $1.95 billion. The benefits of this revised and expanded credit facility include enhanced financial flexibility as well as increased liquidity to fund strategic growth initiatives. Additionally, the revised agreement has more favorable credit term on both the revolving credit facility and the term loan. As you know, we recently announced the pending acquisition of Able Services for $830 million, which we plan to pay using a mix of cash on hand and borrowings from our credit facility. Following the close, we expect to have very manageable bank leverage ratio of approximately 3 times. Supported by strong cash flow of the combined company, we intend to reduce this leverage ratio in a timely manner. Third quarter operating cash flow from continuing operations was $87.6 million compared to $130.9 million in the third quarter of last year. The decrease in cash flow from continuing operations during the third quarter was primarily due to a deferral in payroll taxes last year under the CARES Act. For the nine-month period ending July 31, 2021, operating cash flow from continuing operations totaled $258.8 million, unchanged from the same period last year. Free cash flow from continuing operations was $79.2 million in the third quarter of fiscal 2021, down from $121.1 million in the third quarter of fiscal 2020. The decrease in free cash flow reflected the CARES Act payroll tax deferral I mentioned. During the third quarter, we were pleased to pay our 221st consecutive quarterly dividend of $0.19 per common share, returning an additional $12.8 million to our shareholders. Our Board also declared our 222nd consecutive quarterly dividend, which will be payable November 1, 2021 to shareholders of record on October 7, 2021. Now, I'll discuss our outlook. As Scott mentioned, our increased guidance for full year fiscal 2021 adjusted income from continuing operations is now a range of $3.45 to $3.55 per diluted share, compared to $3.30 to $3.50 per diluted share previously. The increase in our adjusted earnings forecast is due to our strong financial performance over the first nine months of fiscal 2021, as well as our favorable outlook for the fourth quarter of the year. Please note that this guidance excludes any impact from our pending acquisition of Able Services. At this time, we are not providing guidance for full year 2021 GAAP income from continuing operations since we are unable to provide an accurate estimate and timing of the items impacting comparability relating to the Able Services acquisition, such as acquisition-related contingency advisory fees and integration costs. We continue to expect a 30% tax rate for fiscal 2021 excluding discrete items such as the Work Opportunity Tax Credits and the tax impact of stock-based compensation awards. ","abm industries q3 adjusted earnings per share $0.90. q3 gaap loss per share $0.20 from continuing operations. q3 adjusted earnings per share $0.90. raises adjusted earnings per share guidance for full year fiscal 2021. q3 revenue rose 10.7 percent to $1.54 billion. increasing guidance for full year 2021 adjusted income from continuing operations to $3.45 to $3.55 per share. " "Bill Bayless, Chief Executive Officer; Jim Hopke, President; Jennifer Beese, Chief Operating Officer; William Talbot, Chief Investment Officer; Daniel Perry, Chief Financial Officer; Kim Voss, Chief Accounting Officer; and Jamie Wilhelm, our EVP of Public-Private Partnerships. As you know, Q3 encompasses the completion of the prior academic year, which was substantially impacted by the onset of the COVID pandemic and the commencement of the new academic year. Let me start by saying that we are pleased with the start of the 2020-2021 academic year. As Jennifer, William, and Daniel will discuss, the resiliency of the modern student housing industry, operationally, financially, and from an industry fundamentals perspective, is once again being demonstrated as we transition into the new academic year amid the COVID pandemic. While our business has not fully normalized at this time, we believe we are on the road to recovery as exemplified in many areas. Our lease-up occupancy exceeded 90%, a level many believe to be a best-case scenario in the early days of this pandemic. Our rent collection rate improved to 97% in September, the first full month of the new academic year in most of our markets, from approximately 94% in Q2. This improvement taking place, while many other sectors continue to experience decreasing trends at this time. We're also receiving significantly fewer resident hardship rent abatement request. Several hundred currently versus several thousand per month in the prior academic year. We have also definitively witnessed the strong consumer sentiment regarding students' desires to be in the college environment with their peers regardless of University's curriculum delivery methodology, whether it being online, in-person, or a hybrid combination. And our university partners have planned and implemented prudent strategies. It appears to have provided stability and ongoing on-campus occupancies. As we are not currently holding any discussions for on-campus rental refunds beyond one university partner, which we expect to total only $1 million -- approximately $1 million in the fourth quarter versus the $15 million we contributed in the second quarter of the prior academic year. Also, as William will discuss, in ACC's Tier one university markets, there appears to be enrollment stability amid the pandemic. Even amid this black swan event, the resounding value of a college degree and abundant demand for higher education at Power five and Carnegie R1 research institutions continues underpinning the stability and consistent growth opportunity in our sector. Finally, as part of our ongoing commitment to the Hi, How Are You Project, whose mission is to remove the stigma associated with mental illness and to encourage discussion regarding mental health and well-being. We jointly conducted a mental health survey at our communities in conjunction with the commencement of the new academic year to better understand the mindsets during COVID-19. The survey received responses from over 12,000 of our residents. This is one of the largest surveys of its kind, specifically examining college student's perspectives about COVID and how it has impacted their mental health. Not surprising, according to the survey, 85% of respondents are more stressed as a result of the global pandemic. Also worth noting, the top three items students are missing most are: one, socializing with their friends; two, participating in in-class instruction; and three, attending events both on and off-campus. Encouragingly, the results also reveal students believe that their mental health is just as important as their physical health, and they're open to having dialogue to help themselves and others. We'll continue to promote the mission of the Hi, How Are You Project, and promote discussion around mental well-being among our student residents through our Residence Life programs, as we hope to have a meaningful impact in this very important endeavor. We are excited to get the 2020-2021 academic year under way with September representing its first full month. Based on our leasing activity, it is now evident that the vast majority of our students desire to be with their peers in their college environment regardless of the curriculum delivery method at their universities. Our modern, well-located, fully amenitized apartment communities offer students the ability to continue to thrive despite the current COVID environment. Turning to Page S6 of the supplemental. As usual, our third quarter includes a mix of two academic years, with prior academic year leases expiring mid-quarter and new academic year leases commencing in August and September. While the prior year academic year results were heavily influenced by COVID, in the new academic year we are seeing an improving financial trajectory. During the quarter, we provided $2.1 million in rent refunds to on-campus residents at one ACE Partnership University, which we expect to decrease to $1.2 million in the fourth quarter. This is in comparison to the $15 million provided to residents that are primarily on-campus residence halls in the second quarter. As noted in our release, no additional refunds are in discussion at this time. With regard to students and parents being impacted by COVID-19, we instituted our Resident Hardship Program during the second quarter where we provided over $8 million of financial assistance. During the current quarter, the amount totaled $4.7 million, with the majority of this amount relating to our prior academic year leases. In September, based on significantly lower levels of requests within the program, we gave approximately $175,000 in direct rent relief during the month. In regards to collections, we had a 97% collection rate on our rent charge for September, a significant improvement from the 93.7% seen during the second quarter. As expected, our third quarter other income was impacted by $8.4 million due to the loss of summer camp conference business, the continued waiver of online transaction fees and late payment fees, and higher levels of bad debt. Going into the fourth quarter, we will continue to be impacted to some degree as we work on reinstituting leasing and payment fees. With regard to same-store opex, we were able to partially offset lost revenue with savings and operating expenses of 5.2%, led by savings in all of our controllable categories. We continue to have lower G&A costs due to the cancellation of nonessential travel, savings, and maintenance as we were able to turn more of our units in-house, lower marketing expenses due to substantially fewer in-person promotional and marketing events, and lower payroll costs associated with adjusted staffing and less overtime during the pandemic. After executing successful touchless, digital, and physically distant move-ins at our properties across the country, our sanitization plan procedures continues. Throughout the pandemic, at our owned properties, our resident's physical health has been minimally impacted by the COVID virus. In the current academic year, residents have reported a total of approximately 1,500 positive COVID-19 cases or 1.7% of our occupied beds. At this time, we are tracking only 110 active cases or 0.1% of our occupied beds. It is also worth noting that both the CDC and Dr. Fauci have urged universities to not send students back home to their primary residents if at all possible, to eliminate the risk of scattering students throughout the country and putting them in contact with parents and family that may be in a higher risk category. We are pleased to see that universities have successfully implemented their operational protocols. Work through the initial spikes in cases, seeing cases decline, and several have recently announced plans for expanded in-person activities in the spring. Turning to our leasing results on Page S9 of the supplemental. As of September 30, our 2020-2021 same-store portfolio was 90.3% leased, with in-place rents growing 1.1% over prior year. However, as you will see in the chart, we gained approximately 300 additional leases at our properties that primarily serve sophomores and above, which offsets the decreasing at our properties, primarily serving first year students as our university partners finalize their move-in in assignment processes. We continue to see fall leasing activity at our off-campus communities, primarily serving sophomores and above. The largest opportunity for occupancy gains in the spring is our on-campus ACE property serving first year students, a process which again is administered by university partners. Turning first to development. We are pleased to have completed construction and delivered two owned ACE developments on the campuses of the University of Southern California Health Sciences in San Francisco State University. The developments were completed on time and on budget despite the challenging environment. However, initial occupancy at the communities were impacted primarily due to state and university policies in response to COVID-19. We still anticipate the projects will stabilize at development yields of 6.25 upon a return to normalcy on each campus. In addition, we completed the second phase of our Flamingo Crossings Village project at Walt Disney World. With the continued temporary suspension of the Disney College Program, both delivered phases, which totaled 406 units and 1,624 beds remain unoccupied at the current time. Given our strong relationship, Disney has agreed to abate all ground rent until the project becomes occupied, and we are actively working with Disney to market and lease the community to the broader rental market, including Walt Disney World cast members. The original design of the community and ground lease contemplated the potential leasing of units beyond the DCP program with configurable furniture, attractive individual lease liability options, and an unmatched amenity package in the market. Based on recently updated projections provided by Disney, we now do not expect occupancy from DCP participants until the second half of 2021. While leasing of the currently available beds to the open market has just commenced and will continue through 2021, based on traditional conventional multifamily absorption versus immediate DCP stabilization as units are brought online, coupled with discount pricing due to the interim nature of these non-DCP leases, we expect short-term diminished economics from the original DCP pro forma projections. We anticipate housing both open market renters and DCP participants through at least 2022. We continue the construction of the remaining phases of the project to be delivered through May 2023, in anticipation of the full return of the Disney College Program along with leasing to the broader rental market until the DCP program returns to levels that fully occupy the community. In our on-campus third-party development business, during the quarter, we commenced construction on a 476-bed development on the campus of Georgetown University in Washington, D.C. The project is located on the University's capital campus, just north of the Georgetown Law School, and is expected to be delivered in fall of 2022. We expect to earn a total of $3 million in development fees, and we'll manage the project upon completion. We continue to make progress on predevelopment efforts at the University of California, Berkeley, University of California, Irvine, MIT, Princeton University, West Virginia University, Concordia University, and Virginia Commonwealth University. The ultimate timing, finance structure, and project feasibility for these predevelopments have not been finalized at this time. With regard to the overall on-campus development environment, we still anticipate the continued increase in on-campus P3 opportunities across the country. The occupancy of antiquity communities on-campus have been impacted to a much greater extent, the more modern accommodations offered both on and off-campus. And universities will look to modernize their on-campus housing to meet consumer preferences and mitigate against future losses. In addition, we anticipate more universities return to off-balance sheet financing structures, including our ACE program, to finance the development of new housing as universities will be focused on conserving their balance sheets and debt capacity in the wake of the effects of COVID-19. We are currently tracking a deep pipeline of on-campus opportunities, and American Campus remains in a strong position to capitalize on those opportunities. Turning to university enrollment. We have been actively tracking fall 2020 enrollment and the potential impact of COVID-19. Of the 68 owned markets where ACC currently operates, 85% of universities have reported statistics for the fall. Overall, we've seen only a 0.3% decline in enrollment across those 58 markets. 50% of our universities experienced increased enrollment in fall 2020, with an average increase in students of 2.5%. Of the half of our universities that had decreases in enrollment, they only averaged a 3.1% decline for fall 2020. First year student enrollment is only down 1.1% for fall. As Jennifer discussed, our properties that primarily serve first year students are currently 77% occupied. And given there has only been a slight decline in first year student enrollment, we believe there is opportunity to improve occupancies in those projects as first year students may decide to return to the university for the spring semester. University enrollment has remained stable despite reduced international students for fall 2020. As international students typically constitute less than 10% of enrollment in our portfolio, while demand from domestic students remains deep to replace any loss from international students. With 51% of our universities having released fall 2020 international data, there has been a 14% decline in international students. Yet those same universities have grown the much larger segment of domestic enrollment by 1.2%. Overall, this demonstrates the demand from domestic students at the Tier one universities we serve offset the negative impact from reduced international enrollment. The resilient, stable enrollment figures during the pandemic places the Tier one colleges and universities we serve in a strong position for academic year 2021 and beyond. Finally, the new supply landscape for next academic year continues to remain favorable. Within ACC's 68 markets, we are now tracking 21,150 beds currently under construction for 2021, of a potential additional 400 beds planned, but not yet under construction, reflecting a decline of 2% to 4% in new supply off the current year's decline in new supply of 20%. Limited available land close to campus, construction costs, and lack of available construction financing will continue to put downward pressure on future supply in our markets for the next few years. As we reported last night, total FFOM for the third quarter of 2020 was $45.2 million or $0.32 per fully diluted share. As Jennifer said, despite the unprecedented and ongoing response to the virus, we have all experienced in 2020 and its direct effect on the operating environment of the colleges and universities we serve, we have been pleased with the resiliency the student housing sector has exhibited. While the company's near-term earnings will, of course, be affected by the governmental and university actions taken in response to the pandemic, we believe that we are on a path to return to a relative level of normalcy both operationally and financially after achieving over 90% for this fall despite the amount of ongoing online instruction as well as seeing significant reductions in delinquencies, refunds, and resident hardships as we have started the new academic year. Like last quarter, we cannot completely isolate every item related to the pandemic, but we believe FFOM was negatively impacted by approximately $19 million versus our original expectations for the quarter. And year-to-date, FFOM has been negatively impacted by approximately $42 million to $43 million. Total property revenue was approximately $27 million impacted for the quarter, with $15 million due to COVID-related rent relief, lost summer camp revenue, increased bad debt, and wave fees. And $12 million due to lower opening occupancy for the fall semester relative to our original expectations. Partially offsetting the loss revenue, property operating expenses were $7.5 million than -- lower than originally budgeted, as Jennifer discussed. Also as a result of the lower originally budgeted property NOI, joint venture partners' noncontrolling interest and earnings was approximately $700,000 lower, and ground lease expense was approximately $1.4 million less due to a reduction in outperformance rent being paid to our university ground lessor partners as well as Disney's agreement to waive ground rent on the Disney College Program housing until occupancy resumes. Additionally, third-party management fee income was approximately $1.2 million lower than expected. And FFOM contributed from our on-campus participating properties was almost $500,000 lower, due to University's refunding a portion of rents and lower fall occupancies at properties in both of these business segments. Lastly, we benefited from approximately $700,000 in G&A and third-party overhead expense savings relative to our original plan due to both reduced travel and payroll costs. Due to the continued uncertainty surrounding the pandemic, we will not be reissuing earnings guidance for 2020. If the current environment remains stable, though, we are hopeful that the reduction in revenue through the remainder of the year should be limited to the impact of the 90.3% occupancy we achieved for the opening of the fall semester, and the $1.2 million in rent refunds that we have agreed to for the fourth quarter at one of our ACE partnership universities. Also, while delinquencies and resident hardships have improved significantly in September, we still expect to run at an elevated level of bad debt relative to the 1% level we typically operated at prior to the pandemic. With regards to operating expenses, we will, of course, strive to be as efficient as possible and create savings that can help offset the lower revenue levels in the near-term. However, with the new academic year physical occupancy levels above 90% and approximately $2.5 million to $3 million in expected additional annual costs for COVID-related cleaning supplies and procedures, we do not expect to be able to create expense savings at the same levels we did in the second and third quarters. And finally, as discussed last quarter, we continue to believe the three third-party development projects at the University of California, Irvine, Cal Berkeley, and Concordia University, originally scheduled to commence in 2020 will be delayed until 2021. These projects were expected to contribute a combined $4 million in development fee income in the fourth quarter of 2020. Again, while there will be some continued financial impacts of the pandemic into the immediate future, the progress that has been made gives us confidence that longer term, our operating results will return to normalized levels. In the meantime, we continue to have a strong and healthy balance sheet and substantial liquidity to allow us to absorb the disruption. As of September 30, we had $44 million in cash on hand and over $720 million of availability on our corporate revolver, with no remaining debt maturities in 2020, and a manageable $167 million in secured mortgage debt maturing in 2021. Also, as detailed on Page S16 of our earnings supplemental, the remaining phases of the Walt Disney World project represent our only ongoing development with phases spanning through 2023 and only $201 million in remaining development capital needs. As of September 30, the company's debt to total asset value was 41.3%, and net debt-to-EBITDA was 8.1 times. It's worth noting that excluding the impacts of COVID on operating results this year, net debt-to-EBITDA would be in the range of seven to 7.1 times. Although our leverage levels are temporarily elevated relative to the targets we have historically communicated, we feel confident that with the three-year capital plan we layout on Page S16 as well as the expected normalization of the EBITDA, the company's debt to total assets will return to the mid-30% range and net debt-to-EBITDA to the high five to low six times range. ","q3 ffo per share $0.32. q3 adjusted ffo per share $0.32. " "In addition, we discuss non-GAAP financial measures including core funds from operations or core FFO, adjusted funds from operations or AFFO and net debt to recurring EBITDA. I'm very pleased to report that we achieved record investment volume of approximately $1.1 billion for the first 9 months of 2021 with continued momentum heading into the 4th quarter of this year. While replicating these investment volume is the testament to the efforts of our talented team, I am most pleased with the exceptional quality of the investments that we've made in a challenging environment. While our investment activities further strengthen our best-in-class retail portfolio we have also fortified our robust balance sheet with $1.5 billion of capital markets transactions year-to-date positioning our company for dynamic growth in the quarters ahead. Notably, we completed our inaugural preferred equity offering during the 3rd quarter, raising $175 million at a 4.25% coupon. This represents the lowest non-PSA REIT preferred equity coupon in history and provides a new source of perpetual capital for our rapidly growing company. During the 3rd quarter, we invested approximately $343 million in 83 high quality retail net lease properties across our 3 external growth platforms, 80 of these properties were sourced through our acquisition platform representing acquisition volume of over $340 million. The 80 properties acquired during the 3rd quarter are leased to 49 tenants operating in 20 distinct retail sectors including best in class operators and off-price retail, convenience stores, tire and auto service, home improvement, auto parts, grocery, and general merchandise. The acquired properties at a weighted average cap rate of 6.2% and a weighted average lease term of 10.7 years. As mentioned, through the first 9 months of the year, we've invested a record $1.1 billion in 226 retail net lease properties spanning 40 states across the country and 26 retail sectors. While raising the lower end of our acquisition guidance for the year to $1.3 billion our thoughtful and disciplined approach is evidenced by the nearly one-third of annualized base rents acquired year-to-date derived from ground lease assets and roughly 70% of annualized base rents acquired derived from leading investment grade retailers. During this past quarter, we executed on several unique transactions, including our 3rd Amazon Fresh store in Illinois. We're excited about the opportunity to add yet another Amazon Fresh store to the portfolio located in a prominent Chicago suburb with median household incomes of 110,000 and a daytime population of roughly 225,000 within a 5-mile radius. Our acquisition team also continues to uncover compelling ground lease opportunities. During the quarter, we completed the acquisition of a 9-property portfolio of Thorntons Convenience Stores for approximately $21 million. The stores which are paying an average annual rent of only $120,000 per year and had a weighted average lease term of close to 20 years are all well located in the Nashville and Chicago MSAs. Shortly after executing a letter of intent to purchase this portfolio, BP announced they're taking full ownership of Thorntons convenience store chain after 2.5 years as part of a joint venture established in 2019. This transaction makes BP, which is an A minus rated company by S&P, one of the leading convenience store operators in the Midwest with more than 200 stores across 6 states. Other notable ground lease acquisitions during the quarter, including are Walmart and Sam's Club in Lansing, Michigan, two Lowe's Stores located in Wallingford, Connecticut and Abington, Massachusetts, and a CVS in Springfield, Massachusetts. We have acquired 73 ground leases year-to-date for total investment spend of nearly $350 million representing nearly 31% of acquisition spent for the entire year. This includes 28 ground leases during the 3rd quarter representing investment volume of over $108 million. As of September 30, our ground lease exposure reached a record of nearly 14% of annualized base rents. The ground lease portfolio now derives roughly 87% from investment grade tenants and has a weighted average lease term of 12.1 years, with an average rent of less than 10 dollars per square foot. This portfolio continues to represent an extremely attractive risk-adjusted investment for our shareholders. On recent earnings calls and discussions, there had been considerable dialog regarding our ground lease portfolio and its valuation. This is a very compelling comparison when thinking about the value of our ground lease portfolio, which is a weighted average credit rating of BBB plus over 2 years of additional term in comparison to the Bloomberg BBB index and internal growth of nearly 1%. As of September 30, our portfolio's total investment grade exposure was approximately 67% representing close to 100 basis point year-over-year increase. On a 2-year stacked basis, our investment grade exposure has improved by roughly a 1,000 basis points. Moving on to our Development and Partner Capital Solutions program, we continue to uncover compelling opportunities with our retail partners. We had 7 development in PCS projects either completed or under construction during the first 9 months of the year that represent total committed capital of approximately $40 million. I'm pleased to announce we commenced construction during the quarter on our 3rd development with Gerber Collision in New Port Richey, Florida. Gerber will be subject to a new 15-year lease upon completion and we anticipate rent will commence in the second quarter of 2022. Construction continued during the 3rd quarter on 2 development in PCS projects with anticipated cost of just over $5 million. The projects consists of our first 7-Eleven development in Saginaw Michigan and a Gerber Collision in Pooler, Georgia. We remain focused on leveraging our three external growth platforms and our differentiated asset management capabilities to expand our relationships with best-in-class retailers providing comprehensive solutions that facilitate the real estate strategies and growth plans. While we continue to strengthen our best-in-class retail portfolio through record investment activity, we remain active on the disposition front during the 3rd quarter. We continue to reduce exposure to franchise restaurants and non-core tenants through the disposition of 3 properties for total gross proceeds of approximately $11.8 million with a weighted average cap rate of 6.3%. As of September 30, we've disposed of 13 properties for gross proceeds of just over $48 million and are maintaining our disposition guidance of $50 million to $75 million for the year. Bolstered by the recent addition of David Darling as our Vice President of Real Estate, the asset management team continues to diligently address upcoming lease maturities. Their efforts have reduced our 2021 maturities to just 4 leases, representing 10 basis points of annualized base rents. During the 3rd quarter, we executed new leases, extensions or options in approximately 72,000 square feet of gross leasable area. Through the first 9 months of the year, we executed new leases, extensions, or options on approximately 347,000 square feet of gross leasable space. Our 2022 lease maturities are de minimis with only 19 leases maturing representing less than 1% of annualized base rents expiring over the course of the next year. As of September 30, our expanding retail portfolio consisted of 1338 properties across 47 states, including 162 ground leases and remains effectively fully occupied at 99.6%. For those that have been following our company over the years, this reduction in Walgreens exposure is a true milestone given our historical exposure which once approached 40% of our portfolio. We have made a concerted effort to approach to tailor our pharmacy exposure given the high per square foot rental rates of many vintage pharmacy leases and then virgin approaches of CVS and Walgreens to a quickly changing landscape. Many of you are familiar with Mike as he most recently served as Chairman of the US Real Estate, Gaming and Lodging Investment Banking Practice at Jefferies. Over the course of his career, Mike has raised in excess of $50 billion of capital through numerous transactions. Having had the opportunity to work with Mike for many years, I am extremely excited to leverage his unique perspectives and experiences as our company continues to dynamically grow and evolve. With that, I'll hand the call over to Peter to discuss our financial results for the quarter. Core funds from operations for the 3rd quarter was $0.92 per share, representing a 13% year-over-year increase. Adjusted funds from operations per share for the quarter increased 11.5% year-over-year to $0.89. As a reminder, treasury stock is included within our diluted share count prior to settlement if and when ADC stock trades above the deal price of our outstanding forward equity offerings. The aggregate dilutive impact related to these offerings was roughly half a penny in the 3rd quarter. As mentioned on the last 2 calls, we expect to achieve high single-digit earnings growth for full year AFFO per share. Building upon our 6% AFFO per share growth in 2020, this implies 2 year stack growth in the mid teens. We view this level per share growth is very compelling when combined with the strength of our portfolio and our fortress like balance sheet. This consistent and reliable earnings growth continues to support a growing and well covered dividend. During the 3rd quarter, we declared monthly cash dividends of [Phonetic] $0.217 per common share for July, August and September. On an annualized basis, the monthly dividends represent an 8.5% increase over the annualized dividend from the 3rd quarter of last year. While meaningfully increasing the common dividend over the past year, we maintained conservative payout ratios for the 3rd quarter of 71% of core FFO per share and 70% of AFFO per share respectively. Subsequent to quarter end, we again increased the monthly cash dividend by 4.6% to $0.227 per common share for October. The monthly dividend reflects an annualized dividend amount of $2.72 per share or 9.8% increase over the annualized dividend amount of $2.48 per share from the 4th quarter of 2020. On a 2-year stack basis, this reflects annualized dividend growth of more than 15%. General and administrative expenses for the 3rd quarter which were impacted by recent changes to the company's executive officers totaled $5.7 million. G&A expense was 6.5% of total revenue or 6% excluding the noncash amortization of above and below-market lease intangibles. While we continue to invest in people and systems to support our dynamic and growing business, we still anticipate that G&A as a percentage of total revenue will be roughly 7% for full year 2021. This excludes the impact of lease intangible amortization on total revenues. As mentioned last quarter, G&A expense for our acquisitions team fluctuates based on acquisition volume for the year and our current anticipation for G&A expense reflects acquisition volume within our new guidance range of $1.3 billion to $1.4 billion. Total income tax expense for the 3rd quarter was approximately $390,000, which was slightly lower than our expectation. Due to a one-time refund. We continue to anticipate total income tax expense for 2021 to be close to $2.5 million. Moving onto our capital markets activities for the quarter, as Joey mentioned, in September, we completed our inaugural preferred equity offering raising $175 million of gross proceeds at a record low coupon of 4.25. This attractive offering demonstrates our ability to opportunistically access yet another source of capital to support the continued growth of our company. During the 3rd quarter, we entered into forward sale agreements in connection with our ATM program to sell an aggregate of approximately 367,000 shares of common stock for anticipated net proceeds of roughly $27 million. During the quarter, we also settled close to 886,000 shares under forward ATM sale agreements and received net proceeds of approximately $56 million. At quarter end, we had approximately 3.4 million shares remaining to be settled under existing forward sale agreements which are anticipated to raise net proceeds of more than $226 million upon settlement. Inclusive of the settlement of our outstanding forward equity, our fortified balance sheet stood at approximately 3.7 times net debt to recurring EBITDA. Excluding the impact of our unsettled forward equity, our net debt to recurring EBITDA was approximately 4.4 times. If you include our recent preferred equity offering and net debt, this adds roughly half a turn of leverage to our net debt to recurring EBITDA metrics. At September 30, total debt to enterprise value is just under 25%, while our fixed charge coverage increased to a record 5.1 times. With full availability under our revolving credit facility and nearly $830 million in total liquidity, we have tremendous flexibility to execute on our growth plans. ","q3 adjusted ffo per share $0.89. qtrly core funds from operations (core ffo) per share increased 13.0% to $0.92. qtrly adjusted funds from operations (affo) per share increased 11.5% to $0.89. " "Our Chief Financial Officer, Ray Young, will review the drivers of our performance as well as corporate results and financial highlights. We reported first quarter adjusted earnings per share of $1.39, more than double the year ago period. Adjusted segment operating profit was $1.2 billion, 86% higher than the first quarter of 2020 and our sixth consecutive quarter of year-over-year adjusted OP growth. Our trailing fourth quarter average adjusted ROIC was 9%, 375 basis points higher than our 2021 annual WACC and significantly higher than the 7.6% in the year ago period. And our trailing fourth quarter adjusted EBITDA was about $4.2 billion, 19% higher than the prior year period. I'm proud of our team, and they continue to deliver sustained strong growth, powered by their continued advancement of the strategic transformation of our business, outstanding execution and excellent risk management and commitment to serving the evolving needs of our customers in new and innovative ways. I'd like to take a moment now to highlight some of the trends, developments and accomplishments from the first quarter. First, we are encouraged by many of the demand indicators we are seeing. From a geographic perspective, China was one of the first countries to emerge from COVID-related restrictions, and we are continuing to see significant export demand driven by its economic recovery. In the U.S. meat production is strong as exports and retail sales remain robust and restaurant dining expands. Vaccine rollout has been slower in EMEA but is accelerating now. And so we're optimistic that demand will recover there as the year progresses. Of course, some countries like Brazil and India are still in the midst of the pandemic and demand there may be slower to come back. From a product perspective, expectation of a progressive recovery in global foodservice will support demand for sweeteners, flower and other ingredients in 2021. And we are seeing a strong demand for beverages, alternative proteins and nutritional supplements, including expected sales growth of 12% for plant protein ingredients this year. In summary, recovery from COVID and demand improvements are occurring at varying paces depending on geography and products. Complete recovery will extend over multiple years, but we are seeing clear trends that are favorable for our broad portfolio. Another area in which we are seeing positive demand indications is ethanol in the U.S. About a year ago, we made the difficult decision to idle ethanol production at our dry mills in Cedar Rapids, Iowa and Columbus, Nebraska. We committed that we will not restart those facilities until we saw economic and market factors that would point to a sustainable recovery. As we move through the winter and into spring, we saw industry inventories falling almost 10% during the quarter, ending almost 20% lower year-over-year on March 31. Mobility and driving miles increasing as COVID-related restrictions eased with recent gasoline consumption getting closer to pre-pandemic levels. Support from the EPA for the renewable fuel standard. And China resuming purchases of U.S. ethanol in the first half of 2021. With all of these factors supporting demand growth and improving industry margins, we decided to restart production. At the same time, we are continuing to work with interested parties to complete the monetization of our dry mill ethanol assets. From a portfolio management perspective, we're still committed to reducing our exposure to vehicle fuel ethanol. And as demand continues to grow for the wide range of innovative alternative products that can come from natural sources like corn, we expect to see additional interest from other parties in both in biomaterials and sustainable aviation fuel. One of the ways we are meeting growing and evolving demand is by introducing new technologies and innovations across our value chain. In Q1, Our Covantis joint venture celebrated the commercial launch of its revolutionary blockchain platform to modernize the global agriculture ocean shipping industry. Similarly, in the U.S. we've led an effort with industry partners to launch the barge digital transformation project, which uses new technologies to replace outdated, inefficient processes on our in-line water ways. We're also innovating to meet the demand for sustainable solutions. Over the last year, as growth of e-commerce drove demand for packaging, our biosolutions team worked proactively with customers to apply our corn-based native and modified starches to help increase the number of times cardboard boxes can be recycled. In Europe, our animal nutrition teams are using life cycle analysis of the complete supply chain from crops and ingredients to final animal products like milk, eggs and meat to help develop new feed supplements that improve animal health and reduce environmental impact, including greenhouse gas emissions. We're also continuing to innovate to improve the customer experience. Last year, as travel was restricted, we launched new technologies designed to take our customers on collaborative virtual journeys that allowed us to share consumer insights, emerging trends and product solution opportunities, including real-time tasting. Now as parts of the world reopen, we are continuing to expand our innovating customer capabilities. In March, we opened our completely renovated customer innovation center in Beijing, expanding our ability to support technical innovation and creation. And earlier this month, we were proud to celebrate the opening of the new cutting-edge, plant-based customer innovation lab at our research hub in Singapore. These new facilities will propel our abilities to work with customers to create tailor-made solutions to meet evolving and growing consumer needs in the region. Finally, I want to speak about the very important issue of sustainability. Our commitment to sustainability expands our value chain. It includes our work with growers to implement responsible farming practices, including the 13 million acres we've enrolled in sustainable farming programs globally in recent years. It encompasses our Strive 35 goals to reduce the environmental impact of our processing operations, exemplified by the recent announcement of our partnership to help advance the proposed revolutionary zero emission power facility, utilizing our carbon capture and storage facility adjacent to our operations in Decatur, Illinois. Sustainability is a key driver of our expanding portfolio of environmentally responsible plan-derived products and our efforts to reduce hunger and support the communities in which we live and work. One critical pillar of our sustainability work for us and our customers is increasing the traceability of our supply chain. We joined the Brazilian soy moratorium in 2006. And in 2015, we introduced our first comprehensive no deforestation policy. Since then, we made impressive progress, including achieving 99% traceability to mill in our farms around supply chain and full traceability to farm for direct suppliers in 25 key municipalities in the Brazilian Cerrado. Now we are taking our efforts to a new level. Last month, we announced our new policy to protect forests, biodiversity and communities. As part of this ambitious plan, we aim to achieve full traceability throughout our direct and indirect South American soy supply chains by 2022 and have deforestation-free supply chains around the world by 2030. I'm proud of the work our team is doing to deliver on our sustainability commitments and capabilities. We know they are a key driver of consumer decisions and business success. But more importantly, they are one of the ways in which we are living up to our purpose and enriching the quality of life around the world. I'll come back later to talk about the next steps in our journey and our strategy. The Ag Services and Oilseeds team delivered an outstanding quarter with operating profit of $777 million, representing a record for a first quarter. Ag Services results were substantially higher year-over-year. Results were driven by a record Q1 for our North American origination team, which executed extremely well to capitalize on strong Chinese demand. As expected, results in South America were significantly lower versus the prior year period. Farmer selling was lower versus the extremely aggressive pace in the year ago quarter. Lower margins, including the impacts from the slightly delayed harvest and higher freight costs also affected South American results. Results for the quarter were affected by about $75 million in negative timing related to ocean freight positions. Those impacts will reverse as contracts execute in the coming quarters. Crushing delivered its best quarter ever as the business leverage its global footprint and diversified capabilities to capture strong execution margins in both soybean and softseed crushing, driven by robust vegetable oil demand and tight soybean stocks. Net timing impacts for the quarter in crush were minimal. Refined products and other results were higher year-over-year. While overall volumes were down due to pandemic impacts, margins were stronger in both North America and EMEA, refined oils. Global biodiesel results were lower year-over-year. Equity earnings from Wilmar were lower versus the prior year period. Looking ahead, we now expect full year calendar year results for Ag Services and Oilseeds to be higher than the record 2020, with a particularly strong fourth quarter, driven by potentially record global demand for North American agricultural products. For the second quarter, we expect results to be slightly stronger than the second quarter of 2020, but significantly lower than the record first quarter of 2021 with stronger Crushing and RPO expectations compared to the second quarter of 2020, offsetting seasonably lower Ag Service results. The Carbohydrate Solutions team again delivered significant year-over-year profit growth. Our Starches and Sweeteners subsegment, which includes the wet mill ethanol production, achieved significantly higher results versus the first quarter of 2020. The business managed risks exceptionally well, capitalizing on rising prices in the ethanol complex and favorable coal product values in an industry environment of improving margins and falling inventories. Corn oil results were significantly higher than the previous year, which have been impacted by substantial mark-to-market effects. In general, though demand for sweeteners and flour by the foodservice sector remained below the prior year, there were signs of acceleration in the month of March. Starch sales volumes remained solid on demand from industrial applications like packaging materials. Vantage Corn Processor results were substantially higher, driven by improved margins on the distribution of fuel ethanol and strong performance in USP-grade industrial alcohol. Looking ahead, second quarter results for Carbohydrate Solutions are expected to be in line with this first quarter of 2021, which would represent a significant year-over-year profit growth driven by the improved ethanol market environment, including the restart of our two VCP dry mills and the recovery of the foodservice segment. The Nutrition team delivered 5% revenue growth on a constant currency basis and solid year-over-year operating profit growth. Human Nutrition results were significantly higher than the prior year quarter. Flavors had an exceptional quarter, driven by strong sales across various market segments, especially beverages. Favorable product mix in North America, improved margins in EMEA and accelerated income from a customer agreement also contributed results, partially offset by certain specific expenses. Specialty Ingredients results were lower, primarily driven by demand factors, including the effect of pantry loading in the previous year quarter and shifts in demand for texturants. Health and Wellness had a strong start to the year, with robust demand for nutritional products, driving higher results in probiotics and fibers. Animal Nutrition results were lower versus the first quarter of 2020, driven primarily by lower demand and higher input costs as a result of pandemic effects, primarily in South America. This was partially offset by favorable results in amino acids, driven by improved product mix. Looking ahead, we expect continued strong demand for flavors and proteins and improving demand for our animal nutrition products as restrictions ease to drive second quarter results that will be significantly higher than the prior year quarter, supporting the 15% per annum trend growth rate for the calendar year. Let me finish up with a few observations from the Other segment as well as some of the corporate line items. Other business results were lower than the prior year quarter, driven by lower captive insurance underwriting results, partially offset by more favorable ADM investor services earnings. For the quarter, there were about $0.17 per share of adjusted items for earnings per share purposes, which are referenced in slide 24 in the appendix. These adjustment items included: One, the settlement of the class action lawsuit against Golden Peanut to avoid the rising cost of a prolonged litigation, in a case in which we did not believe we violate any laws; two, impairments and restructuring costs related to the exit of certain noncore product lines and inefficient assets in nutrition; and three, mark-to-market on the embedded option in the Wilmar exchangeable bond. In the corporate lines, unallocated corporate costs of about $200 million were slightly higher year-over-year, due primarily to our continued investments in IT and business transformation and transfers of costs from the business segments into the centralized centers of expertise in supply chain and operations. We are still on track for calendar year corporate unallocated costs to be overall similar to 2020. As expected, net interest expense for the quarter decreased from the year-over-year period on lower interest rates and the favorable liability management actions taken in the prior year. The effective tax rate for the first quarter of 2020 was -- first quarter of 2021 was approximately 16% compared to the benefit of 4% in the prior year. We still anticipate our calendar year effective tax rate to be in the range of 14% to 16%. Our balance sheet remains solid despite the higher commodity price environment with a net debt-to-total capital ratio of about 33% and available liquidity of $7.7 billion. As part of our active management for pension liabilities, we did close on another U.S. pension liability transfer transaction on April one with about $0.7 billion of liabilities transferred to the U.S. insurance market. This effectively reduces our U.S. pension liabilities by close to 40% and will result in the U.S. pension plans more or less fully funded from a projected benefit obligation perspective. I'm proud of the team for our great start to 2021. And I'm even more proud of the strategic work we have done to transform our company and enable our growing success. We began in 2011 by committing to specific strategic goals and financial metrics focused on what we call the three Cs: capital discipline, cost reduction and cash generation. We launched new initiatives like our $1 billion challenge with prioritized operational excellence, and we focused on returns as our primary financial metric. We call that getting fit for the journey. Once we were fit, we launch the next part of our strategy, focusing on three core pillars to enhance returns, deliver more predictable growth and strengthen our ability to control our results. During this time, our team has done a great job optimizing business performance, realigning our portfolio and building a global leader in nutrition, driving efficiencies through our operational excellence initiatives and expanding through organic growth investments, M&A and the broadening of our customer base and product offerings. Now we're moving into the next phase of our strategic transformation by sharpening our focus on two strategic pillars: productivity and innovation. Our productivity efforts will take many actions that were part of our optimized and drive focuses and boost them to the next level. The productivity pillar will include: advancing the roles of our centers of excellence or COEs in procurement, supply chain and operations to deliver additional efficiencies across the enterprise; the continued rollout of our One ADM business transformation program and implementation of improved standardized business processes; and increasing our use of technology, analytics and automation at our production facilities in our offices and with our customers. Our innovation activities will help us accelerate growth and profitability, not just for the near term, but importantly, for the long term. We'll expand and invest in improving the customer experience, including leveraging our producer relationships and enhancing our use of state-of-the-art digital technology to help our customers grow; sustainability-driven innovation, which encompasses the full range of our products, solutions, capabilities and commitments to serve our customers' needs; and growth initiatives, including organic growth to support additional capacity and meet growing demand, opportunistic M&A and increased leveraging of our very successful venture capital portfolio. We'll support both pillars with investments in technology, which include expanding our digital capabilities and investing further in product research and development. And of course, all of our efforts will continue to be strengthened by our ongoing commitment to revenues. As I look at our long-term plans and this evolution of our strategy, I'm very excited about the value creation opportunities ahead of us. Our teams are continuing to perform at the high level and doing a great job serving our customers. The demand outlook for our products is strong, driven by the pre and during global trends of food security, health and well-being and sustainability. And we are delivering on our potential and our promise. That is why we are even more optimistic in our 2021 outlook today than we were three months ago, with expectations for significantly higher full year operating profit and earnings per share versus our record 2020. And as we look beyond 2021, we expect that our sharpened focus on productivity and innovation, combined with continuing demand expansion driven by the fundamental needs and evolving demands of our global customers and the multiyear COVID recovery, will deliver sustained growth in earnings in the years to come. ","compname reports first quarter earnings of $1.22 per share, $1.39 per share on an adjusted basis. q1 adjusted earnings per share $1.39. calendar year outlook for 2021 substantially improved; expect significant earnings per share growth and another record year. qtrly ag services and oilseeds adjusted operating profit of $777 million versus $422 million. seeing clear, favorable demand trends for many of co's products. expect demand pattern to continue as vaccine rollouts accelerate and restrictions ease. expect significant year-over-year growth in earnings across all three businesses in 2021. " "Our actual results could significantly differ due to many risks, including the risk factors in our SEC filings. An audio replay will be made available on our website shortly after today's call. It is now my pleasure to introduce Anant Bhalla. Before we speak about third-quarter results, I want to share with you about the progress made in each element of our AEL 2.0 strategy that was first unveiled around this time, last year. We outlined the building blocks in order to execute the strategy, improve returns, and migrate to the capital-efficient business model we envisioned. We introduced the virtuous flywheel of the due [Phonetic] AEL business model going forward. The virtuous flywheel starts with an industry-leading, at-scale annuity origination platform. We delivered a complete refresh of our general account product suite, regained relevance and growth in our IMO distribution channel, and built additional distribution with Eagle Life while adding talent to improve productivity and product economics. Our fundraising abilities through our liability origination platforms allow us to be an investment manager with expertise in both liability-driven asset allocation and to manage an open-architecture investment platform that can source a wide variety of differentiated investments. Over the course of this year, we have established our investment management pillar capabilities necessary to be fully invested in core fixed-income assets managed by BlackRock and Corning, and private assets managed by American Equity or its strategically aligned investment managers. We now have six sleeves [Phonetics] to seven sleeves private asset sectors in which we have conviction, specifically commercial real estate, residential real estate, including mortgages, and single-family rental homes as a landlord. Infrastructure debt and infrastructure equity, middle-market loans to private companies, and lending to recurring revenue, technology or software with an acronym called STARR, with two Rs, sector companies, all of which would allow AEL to deploy an additional couple of billion dollars each year in private assets, demonstrably moving us toward a goal of 30% to 40% in private assets. We now have access to the necessary investment capabilities and scaling to target allocation will allow AEL shareholders to realize the full potential of differentiated asset management with a potentially lower-risk profiles than other alternate business models. Finally, we've got the capital structuring and reinsurance capabilities to then attract third-party risk-bearing capital to this business, either for accessing AEL's at-scale liability origination or for access to both our differentiated asset allocations and our attractive cost of funding liabilities through reinsurance. The former is visible with our first such arrangement being the Brookfield Reinsurance transaction completed this quarter, with attractive fee-like revenues that will drive an evolution of AEL to a higher return on equity or ROE business through building a capital-efficient return on assets or ROA earnings model, thereby both diversifying and improving the quality of earnings. The latter will be our focus with our AEL Bermuda Reinsurance entity that we expect to go live around the end of this year with plans progressing well for it. On the Brookfield Reinsurance transaction, we executed both in-force and new business flow reinsurance, effective July 1. We believe this is a good deal for both parties. For us the weighted average fee of the first $5 billion seeded [Phonetic] to Brookfield, including $4 billion of in-force that was seeded effective July 1 was 97 basis points better than the 90 basis points originally described last October. The forward flow reinsurance fees at 170 basis points for six years to seven years is a meaningfully positive signal on the quality of our liability origination and the strength of our franchise. In summary, late last year, we outlined the building blocks for AEL 2.0, and in 2021, we have executed all proof points for the fundamental building blocks. Going forward, we expect to reap the financial benefits from scaling, retained, spread earning assets in private assets' investments, as well as through reinsuring liabilities into fee-like ROE earnings from future reinsurance transactions or asset management allocation in both public and private assets. The Board and I are proud of the pace of execution. In some cases, like Investment Management, we have accelerated execution from 2022 into 2021 to be able to exit 2021 with all the fundamental capabilities in place to restock our capital return. We have $236 million in share repurchase authorization remaining and we expect to target the return of $250 million [Phonetic] of capital to common shareholders for 2021 starting immediately with our next regularly scheduled dividend after Board approval, later this quarter, and then, share repurchases after approval of Brookfield for May to increase its ownership in AEL from 9.9% to as high as 19.9%. The Brookfield Form-A regulatory hearing in Iowa is now scheduled for November 30. Once approval is granted to Brookfield, we intend to start repurchasing shares in the open market. In terms of other capital initiatives, we expect the refinancing of redundant statutory reserves on our lifetime income benefit riders with an explicit fee to be completed this quarter with a transaction closing retroactive to October 1. With the closing of the refinancing, we will realize the capital savings, including but not only limited to, the capital savings we intended to achieve with a potential reinsurance of $5 billion of in-force only block of business to Varde Agam [Phonetic]. We are no longer pursuing the reinsurance business partnership with them, but expect to continue an ongoing dialog around asset management. Additionally, the new redundant reserve financing will save approximately $9 million pre-tax per quarter in financing costs once the transaction is closed relative to the prior facility. Third-quarter operating costs already reflected $2 million of savings from the recapture of finance reserves that were then seeded to Brookfield. Therefore, we expect the refinancing of the remaining redundant reserves currently being financed to result in an additional $7 million of quarterly savings going forward. We have a strong excess capital position, generated by our reinsurance strategies and our business model evolution, thereby fueling the growth in both our new business sales or liability origination and further scaling our allocation into higher returning private assets, while returning capital to shareholders. We made major strides in the investment strategy pillar. I'll let Jim speak to this before touching on business results for the quarter. With the number of recent announcements, we finished the last 12 months with a revitalized and reorganized investment department and the asset management relationships we need to respond with resilience to changing markets. Our promise to you was to develop the relationships necessary to transform our investment portfolio toward a 30% to 40% allocation to privately sourced assets. We made good on this promise and have substantially completed the necessary build-out of our asset management partner relationships. The biggest news was our announcement of the agreement to move our core investment portfolio management to BlackRock and Conning. In a time when it's become difficult to source good yields in core public investments, it is extremely important to maximize effectiveness. Even with $45 billion in core public assets, American Equity can't match both the breadth and depth of expertise of the large public fixed income asset managers. Migrating our core public fixed income portfolio to BlackRock and Conning will help us obtain better net yields in core fixed income, while allowing us to focus in areas where we can have an industry-leading expertise like private assets, derivative trading, differentiated strategic asset allocation, and asset-liability management. BlackRock took over management of $45 billion of assets in October and has already invested over $1.8 billion of company cash into long-term securities on our behalf. With regards to privately sourced assets, we recently announced a strategic investment with Monroe Capital to scale a dedicated platform, focused on software, technology, and recurring revenue or STARR-based -- the STARR acronym, middle-market businesses. As part of this agreement, we have committed to initially invest $1 billion from our general account in such loans. This strategy will focus on companies that offer mission-critical, high return on investment, software or technology solutions, resulting in recession-resistant revenue streams and lower default rates. Along with expected to generate returns higher than investments with a similar risk-reward profile, our hope is to grow the STARR platform with third-party investors including other insurance companies through structured products based on STARR platform's loan origination. We have also provided financing to our residential real estate partner Pretium to help support its purchase of Anchor Loans, a specialist in short-term mortgage loans in the single-family housing market. In addition, we purchased over $1 billion of mortgage loans related to this transaction that are a particularly good asset-liability match for further duration liabilities that we may issue. In addition, we have initiated a partnership in the infrastructure debt, and are exploring opportunities and infrastructure equity. All of this is an addition to our existing relationships with Pretium and Adam Street. To date, we've done $327 million dollars with Adam Street in middle-market loans. Since beginning our partnership with Pretium, we've invested $779 million in residential mortgages, and since this summer, $301 million in single-family rental homes. Including residential mortgage loans, single-family rental homes, commercial mortgage and agricultural loans, and middle-market loans, to date, we've invested approximately $2.5 billion dollars in privately sourced assets during 2021, exceeding our promise of investing $1 billion to $2 billion in privately sourced assets this year. Privately sourced assets currently account for approximately 15% of invested assets. Looking at the state of the current -- the current state of the portfolio, the overall credit quality remained strong with an overall rating of single A-minus for long-term investments. The net unrealized gain position at quarter-end was $4.5 billion, down $327 million from the three months earlier as interest rates moved higher. There were minimal credit losses in the quarter and the performance of our commercial and agricultural mortgage loan portfolio remained strong with no new delinquencies or forbearances granted. From a liquidity standpoint, we continue to hold cash in excess of our current target level of 2% of invested assets. At September 30, we had $7.6 billion of cash and equivalents and the investment company portfolios, compared to $10 billion at June 30. The level of cash has since come down further with investments in private assets and as BlackRock has begun to redeploy cash into core publicly traded securities. Currently, we have approximately $3 billion of uncommitted cash to deploy between now and early 2022 to be fully invested. For the quarter, new investment asset purchases totaled approximately $400 million, almost entirely in privately sourced assets. The expected return on new money investments in the quarter was approximately 4.6%, net of fees. The current point in time yield on the portfolio, was roughly in [Phonetic] investment activities through October 31, was approximately 3.7%. So some pressure on investments spread will continue into the fourth quarter. After the redeployment of remaining cash that is an excess of our target, we continue to estimate the yield on our investment portfolio will be approximately 4%. With regards to redeployments, we expect to substantially redeploy the excess cash by year-end, and as previously indicated, reach our cash target in early 2022. Moving on to sales results for the third quarter, total sales of $1.3 billion were up 11% versus the second quarter of this year. For the third quarter, FIA or fixed index annuity sales increased 3%, sequentially, to $915 million. We believe this result will be generally in line with the overall market. Year-to-date, total sales of $4.9 billion positions us to end the year firmly toward the upper end of our 2021 sales goal of $5 billion to $6 billion outlined at the start of the year. This is a good indication of our ability to pivot in our business mix as and [Phonetic] when we see asset side or capital optimization opportunities. At American Equity Life, total sales through the IMO channel was $760 million. Of this, fixed index annuity sales increased 4% to $728 million from $703 million sequentially, as the refreshed AssetShield series continues with its momentum and got a nice lift from the introduction of the state sheet [Phonetic]. FIA sales at Eagle Life of $188 million represents a 2% increase versus the second quarter of 2021 and 210% increase compared to the year-ago quarter. Within FIA sales at Eagle Life, the early signs of a mix shift toward income product sales albeit off a small base is visible as income product sales were up 80% [Phonetic] over the second quarter of this year. Multiyear fixed-rate annuity sales were up 37% over the second quarter as we entered one of the largest banks in the country as part of our distribution footprint expansion and expect to shift mix to fixed index annuities in this bank in 2022. Excluding one notable item, we reported non-GAAP operating income of $136 million or $1.46 per share. As expected, results benefited from the completion of the in-force reinsurance transaction with Brookfield. In addition, we recorded historically high levels of income from partnerships and other investment account -- investments accounted for at fair value, prepayments and other bond fees, and hedge gains. With that, I'm happy to give my short-lived role as Interim CFO to our new CFO, Axel Andre. We are very pleased that Axel joined the American Equity team. And over to him to go deeper into the quarter's numbers. For the third quarter of 2021, we reported non-GAAP operating income of $79.5 million or $0.85 per diluted common share compared to a loss of $249.8 million or $2.72 per diluted common share for the third quarter of 2020. Excluding actuarial assumption updates, which was the first notable item this year and the single notable item for this quarter, operating income for the third quarter of 2021 was $136.3 million or $1.46 per diluted common share, compared with $91.1 million or $0.98 per diluted common share in the year-ago quarter. The third quarter 2021 non-GAAP operating results were negatively affected by $56.8 million or $0.61 per diluted common share from updates to actuarial assumptions. Third-quarter 2020 non-GAAP operating results were negatively affected by $340.9 million or $3.70 [Phonetic] per diluted common share from such updates. On a pre-tax basis, the effect of the third quarter 2021 updates before the change to earnings pattern resulting from these updates decreased amortization of deferred policy acquisition costs and deferred sales inducements by $161 million and increased the liability for future payments under Lifetime Income Benefit Riders by $233 million for a total decrease in pre-tax operating income of $72 million. The actuarial adjustments to amortization of deferred policy acquisition costs and deferred sales inducements as well as the increase in the liability for future payments under Lifetime Income Benefit Riders primarily reflected changes in our assumptions regarding future interest margins, lapsation, mortality, and Lifetime Income Benefit Rider utilization. We have updated or assumptions for aggregate spread at American Equity Life to increase from 2.25% in the fourth quarter of 2021 to 2.4% by year-end 2022, and then move modestly higher to 2.5% at the end of the eight-year reversion period, with a near term discount rate through 2023 of 155 basis points, and eventually grading to 210 basis points by the end of the eight-year reversion period. Last year, we had several assumptions for aggregate spread to increase from 2.4% in the near term to 2.6% at the end of the eight-year reversion period, with a discount rate of 1.6%, grading fairly linearly to an ultimate discount rate of 2.1%. The effect of this change was to increase back in DSI amortization by $67 million pre-tax while increasing the liability for guaranteed lifetime income benefit payments by $77 million pre-tax as experience continues to emerge with slightly lowered lapsation, mortality, and Lifetime Income Benefit Rider utilization assumptions. The combined net effect was a decrease in DAC and DSI amortization by $234 million pre-tax while increasing the reserve for guaranteed Lifetime Income Benefit payments by $159 million pre-tax. The quarter included $7.6 million of additional revenues from reinsurance stemming from our Brookfield Reinsurance transaction. Included in revenues is $3.7 million [Phonetic] of asset-liability management fees and $4.9 million reflecting amortization of deferred gain on a GAAP basis. These are recurring type revenues which are expected to grow over time as we migrate liabilities to the ROA business model. Average yield on invested assets was 3.91% in the third quarter of 2021 compared to 3.51% in this year's second quarter. The increase was attributable to an 18 basis points benefit from lower cash relative to invested assets, a 22 basis point increase from returns on partnerships and other investments accounted for at fair value, and 2 basis point increase from prepayments and other bulk [Phonetic] fee income. Reflecting the in-force reinsurance transaction with Brookfield, cash and equivalents in the investment portfolio averaged $7 billion over the third quarter, down from $10 billion in this year's second quarter. The aggregate cost of money for annuity liabilities was 151 basis points, down from 156 basis in the second quarter of this year. The cost of money in the third quarter benefited from 8 basis points of hedging gains compared to 4 basis points of gains in the second quarter. The slight decrease in the cost [Phonetic] of money reflects the still relatively high cost of option purchases made in the second quarter of 2020 prior to renewal rate changes that became effective in late June and July of that year. Brookfield in-force reinsurance transaction lowered the absolute cost of money for deferred annuities [Phonetic] in dollars by $12.9 million. Investment spread in the third quarter was 240 basis points, up from 195 basis points from the second quarter. Excluding prepayment income and hedging gains, adjusted spread in the third quarter was 220 basis points compared to 181 basis points for the second quarter. Should the yields available to us decrease or the cost of money rise, we have the flexibility to reduce our rates, if necessary, and could decrease our cost of money by roughly 58 basis points if we reduced current rates to guaranteed minimums, unchanged from our second quarter call. Excluding the effect of assumption revisions, the liability for Guaranteed Lifetime Income Benefit payments increased $43 million this quarter after a net positive experience and adjustments of $15 million relative to our modeled expectations. The better than expected result primarily reflected the benefit from continued high-index credits in the quarter, offset in part by lower lapsation in certain policy blocks and higher than modeled deliver election on Lifetime Income Benefit Rider election in certain cohorts. The in-force reinsurance transaction with Brookfield lowered the expected accretion by $7 million while assumption revisions increased expected accretion by $2 million for a net of $5 million. Deferred acquisition cost and deferred sales inducement amortization totaled $93 million for the quarter, $12 million less than modeled expectations due to strong index credits in the quarter, offset partly by higher than modeled interest margins. The in-force reinsurance transaction with Brookfield lowered the expected level of amortization expense by $7 million, while assumption revisions lower expected amortization by an additional $21 million. Other operating costs and expenses decreased to $57 million from $65 million in the second quarter. Operating costs in the second quarter included $5 million of expenses associated with tenants' transition while third-quarter operating costs reflected $2 million of savings from the recapture of finance reserves that were then seeded to Brookfield. We expect the refinancing of the remaining redundant reserves to be effective as of October 1, resulting in an additional $7 million of quarterly savings going forward. At September 30, cash and equivalents at the holding company were in excess of target by approximately $300 million. We expect to take an ordinary dividend from American Equity Life Insurance company, the operating company, this quarter, given the excess capital position in the life companies, further growing holding company cash by year-end 2021 to be able to largely support both our 2021 and 2022 capital return plans. This is a solid sign of the progress made just in the past 12 months in becoming AEL 2.0. ","compname says funds under management at quarter-end increase 1.1% from june 30, on $1.3 billion of sales. american equity - funds under management at quarter-end increase 1.1% from june 30, on $1.3 billion of sales . q3 non-gaap operating earnings per share $1.46 excluding items. " "I appreciate you joining us today to discuss our first quarter fiscal year 2022 results. Our positive momentum continued with another quarter of solid results, despite the continuing impact of the COVID-19 pandemic. Compared to the prior year period, sales were up 14% from $401 million to 405 -- $455 million and adjusted diluted earnings per share from continuing operations were up 206% from $0.17 per share to $0.52 per share. Our sales to commercial customers increased 52% and our sales to government and defense customers decreased 17%. We are particularly pleased that our sequential growth from Q4, Q1 was 4%, notwithstanding the fact that our first quarter typically declines from our fourth quarter as a result of seasonality in our business. Sequential growth in our commercial activities was 17%. This improvement was driven by our parts businesses, which is an encouraging indicator of returning demand. The strong performance in the quarter was also due to the robust demand for our airframe MRO services. Notably, the significant majority of our MRO volume has been on standard maintenance work as opposed to catch-up work. Our operating margin was 5.5% for the quarter on an adjusted basis up from 2.5% last year and 5.2% in the fourth quarter. For context, our margin this quarter was actually higher than 2 years ago prior to the pandemic even though our revenue was down $86 million or 16%. This performance demonstrates the operating leverage that we have created over the last 18 months by optimizing our MRO operations, exiting underperforming activities and reducing indirect and overhead costs. It was another strong quarter, as we generated $18 million from operating activities from continuing operations. We also continue to reduce the usage of our accounts receivable financing program. Excluding the impact of that AR program, our cash flow from operating activities from continuing operation was $26 million. Subsequent to the end of the quarter, we announced several new business wins. First, we announced an exclusive agreement with Arkwin, a TransDigm company to distribute engine actuation and other commercial aviation product. This award reflects the power of our independent distribution offering to component OEMs as well as the strength of our balance sheet. Second, we announced a contract with the Department of Energy for the conversion and delivery of a 737-700 aircraft modified to allow the DoE to quickly transition between passenger and cargo modes. Like our prior C40 aircraft delivery contract with the U.S. Marine Corps, this contract demonstrates the significant cost savings available to government customers by procuring in the aftermarket. Finally, we announced an extension of our component support program with Volotea, a growing low cost Spanish carrier which reflects the market's continued demand for this offering and our ability to drive, lower operating costs with superior operating performance. Before turning it over to Sean, I would like to comment on the critical role that AAR in the U.S. withdrawal from Afghanistan. We had over a 150 people station in country primarily in support of our WASS program. Over a 36 hour period, our WASS team transported approximately 2,000 U.S. embassy personnel to Kabul International Airport to support their evacuation from the country. All of our employees subsequently departed the country safely as well and I'm exceptionally proud of our team support of state department personnel under very difficult circumstances. Our sales in the quarter of $455.1 million were up 14% or $54.3 million year-over-year. Sales inour Aviation Services segment were up 19.8% driven by recovery in our commercial markets. Sales in our Expeditionary Services segment were down $17.7 million, reflecting the divestiture of our Composites business and strong performance of the U.S. Air Force pallet contract in the prior year quarter. Gross profit margin in the quarter was 14.2% versus 12.1% in the prior year quarter and adjusted gross profit margin was 16.1% versus 13% in the prior year quarter. The significant improvement reflects the cost take out and efficiency initiatives we have implemented. As the commercial market recovers, we would expect to continue to generate higher gross margins, given the fixed nature of some of our cost of sales and the higher margin nature of our parts business, which is not yet participated in the market recovery to the same degree as our maintenance business. As we indicated during last quarter's call, one of our commercial programs contracts was terminated during the quarter. We recognized $10 million of charges primarily related to this termination and an asset impairment. SG&A expenses in the quarter were $49.3 million or 10.8% of sales excluding severance of about $1 million, this would have been closer to 10.6% of sales. This is down from 11.3% in the year ago quarter and 11.2% in Q4. As a reminder, last year's results had contemporary cost savings due to salary and benefit reductions that were in place through Q2 of last year. Net interest expense for the quarter was $0.7 million compared to $1.6 million last year, driven by lower borrowings. Average diluted share count for the quarter was $35.7 million versus $35 million for the prior year quarter. With respect to Afghanistan, as we discussed on last quarter's call, we had in-country activity on 2 programs, our WASS program supporting the State Department and our C130 program supporting four Afghan Airforce aircraft. In conjunction with the state department's exit from Afghanistan, we are winding down related activities and expect that to be completed later this quarter. The C130 program is currently continuing with support of 2 of the 4 aircraft based in the UAE. In total, our FY'21 sales in Afghanistan were $67 million, the margins on these activities were consistent with the overall WASS program, which we have described in the past as being high single-digit operating margin. As John indicated, we generated cash flow from our operating activities from continuing operations of $17.5 million as we continue to reduce our rotables and inventory balances. In addition, we reduced our accounts receivable financing program by $8.4 million in the quarter. Our balance sheet remains exceptionally strong with net debt of $80.2 million and net leverage of only 0.6 times. Looking forward, we expect that demand for our MRO activities will remain strong as airlines continue to focus both on readiness to support the recovery in air travel and on preserving a healthy maintenance supply chain. With respect to part supply, while we saw increasing levels of activity during the quarter, we expect stable performance in the near term as a result of the uncertainty created by the Delta variant. On the government side, the exit from Afghanistan as well as the programs nearing natural completion points will have a near-term impact on our business. However, our Department of Energy contract is an offsetting award that demonstrates the fundamental value proposition of our commercial best practices business model. In addition, we continue to build a solid past performance history. As such, we believe that over time, we remain in an excellent position to grow our government business through additional program wins and expansions of our current positions. Based on these near term dynamics, we currently expect overall Q2 performance to be similar to Q1. While there remains uncertainty over the timing of the recovery. We are confident that a recovery will occur and we believe, we are exceptionally well positioned. We have emerged from the crisis with an even stronger balance sheet, our government and commercial pipelines are full and the operating leverage we have created positions us to continue to drive further margin expansion. ","compname reports q1 sales of $455 mln. q1 adjusted earnings per share $0.52 from continuing operations. q1 sales $455 million versus refinitiv ibes estimate of $438.4 million. " "Both of these documents are available in the Investor Relations section of our website at applied.com. A replay of today's broadcast will be available for the next two weeks. These are available at the Investor Relations section of applied.com. We appreciate you joining us. I'll begin with some brief thoughts, and then Dave will follow to review our financial results in more detail. Our second quarter was characterized by cost discipline, margin control and solid cash generation within a persistent soft end market backdrop. Execution in these areas is providing a path to deliver our earnings and cash commitments for the year and should support accretive growth once demand rebounds as well as capital deployment opportunities going forward. We also remain highly focused on accelerating our company-specific out growth potential regardless of the industrial cycle. As highlighted in recent quarters, our leading technical position and service capabilities across motion control, fluid power, flow control and now automation puts us in a unique position to capture greater share organically as our customers outsource their technical MRO and production infrastructure needs. As well as through M&A, a smaller players look to partner with a leading technical platform, given increasing service, operational and capital requirements. This trend should supplement a strong cross-selling opportunity here at Applied that remains in the early innings, and is focused on expanding the reach of our fluid power, flow control, consumables and automation solutions across our embedded service center network customer base. We also entered our second half of fiscal 2020 with a strong balance sheet, having reduced outstanding debt by $115 million over two years, post our acquisition of FCX, with net leverage down to our stated target of 2.5 times. Combined with our cash generation trajectory, we have notable flexibility for additional deleveraging, acquisitions and pursuing other opportunities to enhance shareholder returns in the back half of our fiscal year. As it relates to the broader end market backdrop, as discussed in recent quarters and consistent with macroeconomic industrial reports, demand remains weak across our top industry verticals. After seeing some stabilization during October and November, customer activity was unusually weak during December and remained subdued with organic sales trending down in the mid-single digits year-over-year, so far in January. While softness remains broad-based declines were most notable within metals, mining, oil and gas, machinery and process-related industries. We also saw greater weakness across our international operations during the quarter within Canada and Mexico. Some of the recent softness likely reflects demand abnormalities that occurred this time a year, given seasonality, plant shutdowns and customer budget resets, in turn making it difficult to fully gauge the underlying direction of current demand. We are also cognizant of potential positive momentum that could arise if a trade resolution can stay on track, which has the potential to positively influence trends for the balance of our fiscal 2020 and into fiscal 2021. That said, uncertainty remains, and we believe that sensible approach to our outlook remains prudent at this time. Regardless of the direction of the cycle near term, we know how to operate to it, as our industry and recent results highlight. At the same time, there is a great understanding and commitment on the opportunity Applied has long-term as the leading technical MRO distribution and solutions provider. Our strategy is deeply focused on this opportunity and moving the company toward its long-term financial goals, providing the framework for significant earnings growth and value creation in the coming years. Before I begin, another reminder that a supplemental investor deck recapping key financial and performance talking points is available on our investors site. To summarize, we are managing effectively in a slow and uncertain end market environment with timely execution of our recent cost initiatives, continued solid gross margin performance and another positive quarter of cash generation. We expect cash generation momentum to continue into the second half of fiscal 2020 providing ample flexibility to pursue capital deployment opportunities. Overall, we believe we are well-positioned in the current environment. Highlighting results for the quarter. Consolidated sales decreased 0.8% over the prior year quarter, excluding 3.2% growth contribution from acquisitions, sales declined 4% on an organic basis. Both selling days and foreign currency had a neutral impact this quarter. As previously highlighted, sustained weak demand across a number of key end markets remains the primary drag on sales. Looking at our results by segment. As highlighted on Slide 6 and 7, sales in our Service Center segment declined 2.3% year-over-year or 3.5%, excluding a 1.2% incremental impact from acquisitions. Results reflect continued weak manufacturing activity and related MRO needs across our service center network as well as softer demand within our international operations in Canada, and Mexico. Segment sales were unusually weak during the month of December. As mentioned earlier, we believe part of this reflects seasonal variations that occur around the holidays as customers to take time off and adjust project and production schedules. Within our Fluid Power and Flow Control segment, sales increased 2.7% over the prior year quarter with acquisitions adding 7.6% growth. This includes a full quarter of contribution from our August 2019 acquisition of Olympus Controls, and one remaining month of contribution from our November 2018 acquisition of Fluid Power sales. On an organic basis, segment sales declined 4.9% reflecting weaker flow control sales and slower activity across our industrial OEM customer base, as well as the remaining year-over-year drag from the large project referenced in prior quarters. Excluding the project related drag, segment sales declined approximately 3% on an organic basis over the prior year. We note declines in this segment moderated and the daily sales rate was up modestly on a sequential basis, partially reflecting improving technology end market demand during the quarter. Moving on to margin performance. As highlighted on Page 8 of the deck, reported gross margin of 28.9% was up 4 basis points year-over-year. Results include a non-cash LIFO charge during the quarter of approximately $1.9 million, which compared favorably to prior year LIFO expense of $2.7 million, resulting in a roughly 9 point -- basis point positive impact year-over-year. Excluding LIFO, our gross margin was down a modest 5 basis points year-over-year. Margins were slightly pressured by an unfavorable mix impact resulting from slower growth within local accounts as compared to large national accounts in our US service center operations. This modest headwind was partially balanced by ongoing execution on pricing and other margin expansion initiatives. Over time, we continue to expect mixed benefit margins, reflecting the positive contribution of expansionary products, growth among our technical service oriented solutions and ongoing actions to expand business across our local customer base. Turning to operating cost. On a reported basis, selling, distribution and administrative expenses were up 0.3% year-over-year, but down 3.4% on an organic basis, when adjusting out the impact of acquisitions and foreign currency translation. SD&A was 21.9% of sales during the quarter, down 15 basis points sequentially on an adjusted basis. Our teams are doing a commendable job of managing expenses in a slower environment including their timely execution of previously announced cost actions. While, we remain highly focused on managing costs in the second half of our fiscal 2020 given the current environment. As a reminder, our SD&A expense will increase on an absolute basis sequentially into our third quarter, reflecting seasonality as well as the impact of annual merit increases and two extra selling days versus the second quarter. That said, we still expect SD&A to decline as a percent of sales into our second half relative to first half levels. EBITDA in the quarter was $74.5 million compared to $76 million in the prior year quarter, while EBITDA margin was 8.9% or 9.2% excluding non-cash LIFO expense in the quarter. Reported earnings per share for the quarter was $0.97 per share compared to $0.99 per share in the prior year. Cash generated from operating activities was $34.9 million, while free cash flow was $47.9 million or approximately 126% of net income. Year-to-date free cash flow of $93 million represents 119% of adjusted net income and is up nearly 60% from the prior year. We are continuing to make good progress on our working capital initiatives in a slower demand environment. This includes ongoing traction from our shared services and other collection initiatives. We expect additional tailwinds into the second half of fiscal 2020, as inventory levels declined from the second quarter ending position. We remain confident in our free cash flow potential for the full year, which will support our capital allocation strategy, focused on reducing outstanding debt, funding M&A opportunities, and opportunistically buying back shares. We paid down $5 million of outstanding debt during the quarter. Our debt is down nearly $115 million since financing the acquisition of FCX with net leverage at 2.5 times EBITDA at quarter end below the prior year period of 2.8 times. This represents the 11th dividend increase since 2010 and underscores our strong cash generation and commitment to delivering shareholder value. Transitioning now to our outlook. We are narrowing our previous guidance ranges and now expect sales of down 2% to flat year-over-year or down 5% to down 3% on an organic day per day basis as well as earnings per share in the range of $4.20 to $4.40 per share. Previously, our guidance assumes sales down 5% to down 1% organically and earnings per share of $4.20 to $4.50 per share. Our updated guidance assumes end market weakness seen during December and January continues in coming months with seasonal Q3 sales step up at the lower end of historical trends. At the midpoint, this implies mid-single digit organic sales declines will persist in the third quarter, with the declines easing to the low-single digits in the fourth quarter on easier comparisons. By segment, our guidance assumes mid-to low-single digit organic declines year-over-year in our service center segment during the second half and low-single digit organic declines in our Fluid Power and Flow Control segment. Our guidance also assumes gross margins are flat to up 10 basis points for the full year, slightly below our prior guidance of up 10 basis points to 20 basis points. We continue to view 10 basis points to 20 basis points of gross margin expansion as the appropriate annual target over time, given our internal initiatives. Lastly, we reaffirm our free cash flow outlook of $200 million to $220 million, which represents a 30% increase of our fiscal 2019 at the midpoint. Overall, while we are executing largely to plan year-to-date, we remain prudent with our outlook, given the backdrop of uncertainty in near term industrial demand. We remained highly focused on our internal growth and margin initiatives, which in addition to potential benefits from trade resolution and ongoing cost opportunities, we see several levers that should support our earnings momentum in coming quarters if the current environment does not weaken further. Combined with our cash generation potential, we believe our position is strong and we are eagerly moving forward to realize our full potential. ","compname reports q2 earnings per share $0.97. q2 earnings per share $0.97. fiscal 2020 guidance updated, range narrowed. applied industrial technologies -2020 guidance now assumes non-gaap adjusted earnings per share of $4.20 to $4.40. reaffirm our free cash guidance of $200 million to $220 million, up 30% at midpoint for 2020. sees 2020 non-gaap adjusted earnings per share of $4.20 to $4.40. sees sales down 2% to 0% in 2020.2020 adjusted earnings per share ranges exclude fiscal q1 restructuring expenses. applied industrial technologies - recent quarter impacted by an unusually slow december. " "We had a fantastic third quarter. For our combined Brokerage and Risk Management segments, we posted 17% growth in revenue, 10% organic growth and nearly 11% organic if you control for last year's large life sale that we've discussed frequently. Net earnings growth of 22%, adjusted EBITDAC growth of 13%. And we completed five new mergers in the quarter, bringing our year-to-date closed merger count to 19, representing nearly $200 million of annualized revenue. And if you add in the pending Willis Reinsurance merger, that number would be pushing $1 billion. So the team continues to execute at a very high level, growing organically, growing through acquisitions, improving our productivity, raising our quality and, most importantly, constantly building upon our unique Gallagher culture. A terrific quarter on all measures. Let me provide a brief update on our agreement to purchase Willis Re. On the regulatory approval front, we received competition clearance in five of six jurisdictions required to close, including clearance by the U.S. Department of Justice. The final jurisdiction in the U.K. where the CMA is reviewing the transaction, that's the final jurisdiction. That review is ongoing, but we believe we're in good shape. Although there is still work to be done, at this point, we believe we're on track for a fourth quarter closing. On the integration front, hundreds of Gallagher and Willis Re professionals are hard at work, ensuring we will be well positioned to service our clients when we close. Our 40-year acquisition history allows us to leverage our proven M&A integration path. Integration is in our DNA. We're looking forward to welcoming 2,200 new colleagues to Gallagher as a family of professionals this holiday season. It's really exciting to think about all the talent and expertise that will be joining us. It's going to be incredible for our combined organization and our clients. Back to our quarterly results, starting with the Brokerage segment. Reported revenue growth was excellent at 16%. Of that, 9% was organic revenue growth, at the upper end of our September IR Day expectation and nearly 10% controlling for last year's large life product sale. Net earnings growth was 23%, and we grew our adjusted EBITDAC 13%. Doug will provide some comments on third quarter margin and our fourth quarter outlook, but needless to say, another excellent quarter from the Brokerage team. Let me walk you around the world and break down our organic by geography, starting with our P/C operations. First, our domestic retail operations were very strong with more than 10% organic. Results were driven by good new business combined with higher exposures and continued rate increases. Risk Placement Services, our domestic wholesale operations, grew 16%. This includes more than 30% organic in open brokerage and 5% organic in our MGA programs and binding businesses. New business and retention were both up a point or so relative to 2020 levels. Outside the U.S., our U.K. operations posted more than 9% organic. Specialty was 12%, and retail was a solid 6%, both supported by excellent new business production. Australia and New Zealand combined grew more than 6%, also benefiting from good new business. And finally, Canada was up nearly 10% on the back of double-digit new business and stable retention. Moving to our employee benefit brokerage and consulting business. Third quarter organic was up about 5%, in line with our September IR Day commentary. Controlling for last year's large life insurance product sale, organic would have been up high single digits and represents a really nice step-up from the 4% organic we reported for the second quarter and a 2% organic for the first. So we're experiencing positive revenue momentum and really encouraging sign for the remainder of the year and 2022. So total Brokerage segment organic solidly in that 9% to 10% range, simply an excellent quarter. Next, I'd like to make a few comments on the P/C market. Global P/C rates remain firm overall, and pricing is positive in nearly all product lines. Overall third quarter renewal premium increases were about 8% and similar to increases during the first half of this year. Moving around the world, U.S. retail premium was up about 8%, including nearly 10% increases in casualty and professional liability. Even workers' comp was up around 5%. In Canada, premium was up about 9%, driven by double-digit increases in professional liability and casualty. Australia and New Zealand combined up 3% to 4%. And U.K. retail was up about 7% with double-digit increases in professional liability, while commercial auto was closer to flat. Finally, within RPS, wholesale open brokerage premiums were up more than 10% and binding operations were up 5%. Additionally, improved economic activity, even despite the Delta variant and supply chain disruptions, are leading to positive policy endorsements and other favorable midterm policy adjustments as our customers add coverages and exposures to their existing policies. So premiums are still increasing almost everywhere. As we look ahead over the coming quarters, I see the P/C market remaining difficult with rate increases persisting for quite a while. In the near term, we don't see any meaningful changes in carrier underwriting appetite capacity, attachment points or terms and conditions. Long term, markets do not appear to be seeing a slowdown in rising loss costs. Global third quarter natural catastrophe losses, likely in excess of $40 billion, increased cyber incidences, social inflation, replacement cost inflation and supply chain disruptions. And all of this is before factoring in further increases in claim frequency as global economies recover and become even more robust. All of these factors, combined with low investment returns, suggest that carriers will continue to push for rate. I just don't see a dramatic change for the foreseeable future. So it's still a very difficult and even hard in many spots global P/C environment. But remember, our job as brokers is to help our clients find the best coverage while mitigating price increases through our creativity, expertise and market relationships. As we think about the environment for our employee benefits, the improved business activity, lower unemployment and increased demand for our consulting services is driving more revenue opportunities. And our customers and prospects continue to rapidly shift away from expense control strategies to plans and tactics that will help them grow their business. And with rebounding covered lives in one of the most challenging labor markets in memory, our consulting businesses are extremely well positioned to deliver creative solutions to our clients. So as I sit here today, I think fourth quarter Brokerage segment organic will be similar to the third quarter, and that could take full year 2021 organic toward 8%. That would be a really nice improvement from the 3.2% organic we reported in 2020. To put that in perspective, 8% would be our best full year Brokerage segment organic growth in nearly two decades, and we think 2022 organic will end up in a very similar range. Moving on to mergers and acquisitions. I mentioned earlier we completed five brokerage mergers during the quarter, representing about $16 million of estimated annualized revenues. As I look at our tuck-in M&A pipeline, we have more than 50 term sheets signed or being prepared, representing around $400 million of annualized revenues. So even without the reinsurance merger, it's looking like we will finish 2021 strong, wrapping up another successful year for our merger strategy. Next, I would like to move to our Risk Management segment, Gallagher Bassett. Third quarter organic growth was 16.6%, even better than our September IR Day expectation. Margins were strong, too. Adjusted EBITDAC margin once again came in above 19%. Results continue to benefit from late 2020 and early 2021 new business wins, in addition to further improvement in new arising claims within general liability and core workers' compensation. Just an exceptional quarter from the team. Looking forward, while our fourth quarter comparison is somewhat more challenging, the recovering global economy, improving employment situation and excellent new business production should result in fourth quarter organic over 10%. That puts us on track for double-digit full year organic and an EBITDAC margin nicely above 19%. As I look back over the last nine months, I can't help but to be really impressed with our team and our accomplishments. Our commitment to our clients and to each other is evident in our successes, and that is due to our unique Gallagher culture. In these challenging times, our clients are continuing to count on us, and I'm proud of our team's unwavering client focus. Gallagher's unique culture is founded on the values in The Gallagher Way. Those values have kept us on a steady course throughout the pandemic. And time and time again, during these past months, our clients have shared their trust and appreciation for the value Gallagher brings to the table. It comes down to talented individuals tapping into the power of our expertise across the globe, working together during this ongoing pandemic to continue to deliver for our clients. That's The Gallagher Way, and it's the backbone of who we are as an organization. As Pat said, a fantastic third quarter. Then I'll walk you through our CFO commentary document, and finish up with my typical comments on cash, liquidity and capital management. Headline all-in organic of 9%, outstanding in itself, but as Pat said, really running closer to 10% due to last year's life sale. Either way, a nice step-up from the 6% we posted in the first quarter and the 6.8% in the second. As we sit now, I'm seeing a fourth quarter organic again pushing that double-digit level. Turning now to Page six to the Brokerage segment adjusted EBITDAC margin table. Underlying margin after controlling for the life sale was around 160 basis points. Let me take you through the math to get you to that. First, headline margins were down 48 basis points, right about where we forecasted at our September IR day. So controlling for the large life sale would bring us back to flat. Second, in September, we forecasted about $25 million of expenses returning into our structure as we emerge from the pandemic and a small amount of performance comp time. Recall, expenses returning mostly relate to higher utilization of our self-insured medical plans, resumption of advertising costs, more use of consultants, merit increases and a small pickup in T&E expenses. We came in right on that forecast. So controlling for these expenses also brings you to that underlying margin expansion of about 160 basis points. That feels about right on organic in that 9% to 10% range. Looking forward, we think about $30 million of our pandemic period expense savings return in the fourth quarter. And if you assume, say, 9% organic, math would say we should show 90 to 100 basis points of expansion here in the fourth quarter. So in the end, the headline story is that we have a really decent chance at growing our full year '21 margins by nearly 150 basis points. And that's even growing over the life sale and the return of costs as we come out of the pandemic. Add that to expanding margins over 400 basis points last year means we'd be growing margins more than 550 basis points over two years. That really demonstrates the embedded improvements in how we do business. No matter how you look at it, it's simply outstanding work by the team. Moving to the Risk Management segment EBITDAC table on Page 7. Adjusted EBITDAC margin of 19.5% in the quarter is an excellent result. Year-to-date, our margins are at 19.2%, which underscores our ability to maintain a large portion of our pandemic period savings. Looking forward, we think we can hold margins above 19% in the fourth quarter and for the full year. That would result in about 100 basis points of margin expansion relative to 2020, another fantastic margin story. Now let's shift to our CFO commentary document we posted on our IR website, starting on Page 4. You'll see most of the third quarter items are close to our September IR Day estimates. One small exception is Brokerage segment amortization expense, about $3 million below our September IR Day estimate. It's simply because we finalized our valuation work on a recent '21 acquisition, which causes a small catch-up estimate change. Flipping to Page five in the Corporate segment table. Sharing actual third quarter results in the blue section to our September IR estimates in gray. Interest and banking line on a reported and adjusted basis were both in line. The non-GAAP adjustment here is that $12 million charge related to the early extinguishment of debt that we issued in May related to the terminated Aon and Willis remedy package. Acquisition cost line, mostly related to the Willis Re transaction, came in a bit higher than our IR Day estimate on a reported basis, but in line on an adjusted non-GAAP basis. We will see some additional transaction-related costs here in the fourth quarter. Should have a sense of what those costs might be at our December IR Day. Again, we plan on presenting these costs as a non-GAAP adjustment as well. On the corporate cost line, in line on an adjusted basis after controlling for $5 million of a onetime permanent tax item, that's a noncash and it's simply a small valuation allowance related to a couple of international M&A transactions. And finally, clean energy. We are increasing our full year net earnings range to $87 million to $95 million on the back of the third quarter upside. As for cash and capital management and M&A. As you heard Pat say, we have a strong pipeline of tuck-in merger opportunities, and that's on top of the Willis Re acquisition that we hope to close here in the fourth quarter. At September 30, cash on hand was about $2.7 billion, and we have no outstanding borrowings on our credit facility. We plan to use that cash, cash flow generated during the fourth quarter and our line of credit to fund our -- the acquisition of Willis Re. Our Brokerage and Risk Management segments combined have produced 15% growth in revenue, nearly 8% organic growth. We completed 19 new mergers this year with nearly $200 million investment made at annualized revenue. Net earnings margin expanded 81 basis points. Adjusted EBITDAC margin expanded 153 basis points. And our clean energy investments are on track to being up 30% this year, setting us up nicely for substantial additional cash flows for the coming five to seven years. A terrific quarter, in my mind, on all measures, positions us for another great year. Those are my comments. Back to you, Pat. And Hillary, we can go to questions. ","qtrly total revenues $2,138.2 million versus $1,849.1 million. " "Joining me on the call today are Kent Masters, our chief executive officer; and Scott Tozier, our chief financial officer; Raphael Crawford, president of Catalyst; Netha Johnson, president of Bromine Specialties; and Eric Norris, president of Lithium, are also available for Q&A. Please also note that some of our comments today refer to non-GAAP financial measures. Scott will provide more detail on our results, outlook, and guidance. We reported another solid quarter with net sales of $831 million and adjusted EBITDA of $218 million. Sales improved by 11% on a year-over-year basis, while adjusted EBITDA was relatively flat compared to the third quarter last year. Excluding FCS from our third quarter 2020 results, our net sales were 19% higher and EBITDA was up 14%. Scott will get into more detail on our financials in a few minutes including favorable revisions to our guidance. During our recent Investor Day, we did a deep dive into our accelerated growth strategy and provided color on how we think about the near-term expansion of our Lithium business as well as our disciplined investment approach. Since that event in early September, we are pleased to have announced several updates on those efforts. This includes signing an agreement to acquire Guangxi Tianyuan New Energy Materials, or Tianyuan, which owns a recently built conversion plant near Qinzhou. We are totaling to ensure the plant operates as advertised and expect to close this transaction in the first quarter of next year. This puts us on track for first sales from this plant in the first half of next year. In addition to this plant, we have signed two recent agreements for investments in China to support two greenfield projects, each initially targeting 50,000 metric tons per year. These projects position us for initial added conversion capacity of up to 150,000 metric tons of lithium hydroxide on an annual basis to meet our customers' growing demands. In addition, our MARBL joint venture announced the restart of the Wodgina Lithium Mine in Western Australia. On Slide 5, you will see the objectives we set for 2021. When we set these goals, we did so with the intent of challenging ourselves with plans that were aggressive, but achievable. As we approach the end of the year, I'm excited by the significant progress and proud of the effort our team has put into achieving these goals. As you see on this slide, we have accomplished the vast majority of what we set out to do. For example, we are successfully progressing high-return, fast payback Bromine projects at both Magnolia and JBC. These projects will increase our capacity and improve the efficiencies of our operations. We've also made significant progress on our lithium growth projects. First, at La Negra III and IV, our team continues to execute to plan. I'm excited to announce that we recently completed a major milestone by achieving first lithium carbonate production in late October. Initial production volumes will be used to qualify the plant and the material with our customers to ensure we are meeting their requirements. This qualification process is proceeding on track with first sales expected in the first half of next year. In Western Australia, the ongoing labor shortages and pandemic-related travel restrictions have continued to significantly impact virtually all companies in that region and show no signs of easing in the near term. Despite these efforts and with Herculean efforts, our team has managed to hold Kemerton I construction completion to year-end 2021. We now expect Kemerton II construction completion in the second half of 2022. While we are facing challenges at these projects, our strategy to consolidate resources and prioritize the first train continues to mitigate additional risks. On Slide 7, I'll highlight the progress we've made on our Wave III program since we last spoke to you at our Investor Day. At the end of September, we announced an agreement to acquire Tianyuan for $200 million, including a recently built conversion plant near the port of Qinzhou designed to produce up to 25,000 metric tons of lithium per year with the potential to expand to 50,000 metric tons per year. We expect this acquisition to follow a similar path as our acquisitions of Xinyu and Chengdu facilities back in 2016. Following the close of the transaction, which is expected in the first quarter of next year, we plan to make additional investments to bring Qinzhou plant to Albemarle standards and ramp to initial production of 25,000 metric tons. This acquisition enables us to accelerate conversion capacity growth and leverage our world-class resource base. Together with our partner, we agreed to restart operations at the Wodgina Lithium Mine in Western Australia. Initially, Wodgina will begin one of three processing lines, each of which can produce up to 250,000 metric tons of lithium spodumene concentrate. This resource will be critical as we ramp our conversion capacity in Western Australia with our Kemerton sites. We also signed agreements to invest in two greenfield conversion sites in China at Zhangjiagang and Meishan. We plan to build identical conversion plants with initial target production of 50,000 metric tons of battery-grade lithium hydroxide at each site. These investments offer additional optionality for future growth and have expansion potential. Investing in China offers capital-efficient, high-return growth with proximity to our low-cost Australian spodumene resources and many of our major cathode and battery customers. We continue to explore global expansion of our conversion capacity as the battery supply chain shifts west. Turning to Slide 8 for a review of our global project pipeline. As you can see, Albemarle is executing a robust pipeline of projects all around the world. For example, our bromine business is pursuing incremental expansions in Jordan and the United States. These high-return projects leverage our low-cost resources and technical know-how to support customers in growing and diverse markets, like electronics, telecom and automotive. In Chile, the Salar Yield Improvement Project allows us to increase lithium production without increasing our brine pumping rates utilizing a proprietary technology to improve efficiency and sustainability. In Australia, we continue to progress study work on additional Kemerton expansions to leverage greater scale and efficiency with repeatable designs. Finally, in the United States, we are expanding our Silver Peak facility in Nevada to double lithium carbonate production. This is the first of several options to expand local U.S. production. In Kings Mountain, North Carolina, we continue to evaluate restarting our mine. And at our bromine facility in Magnolia, Arkansas, we're evaluating the process technologies to leverage our brines to extract lithium. We'll continue to update you periodically on our pipeline. I hope this gives you a sense of the diversity and optionality Albemarle has as a global lithium producer. Let's begin on Slide 9. During the third quarter, we generated net sales of $831 million, an 11% increase from the same period last year. This improvement was driven by strong sales for our lithium and bromine segments. Adjusted EBITDA was essentially flat on a year-over-year basis, resulting from the sale of FCS and increased freight and raw material costs. The GAAP net loss of $393 million includes a $505 million after-tax charge related to the recently announced Huntsman arbitration decision. While we continue to assess our legal options, we have also initiated discussions with Huntsman regarding a potential resolution. Excluding this charge, adjusted earnings per share was $1.05 for the quarter, down 4% from the prior year. Third quarter adjusted EBITDA of $218 million increased by 14% or $27 million compared to the prior year, excluding the sale of FCS. Higher adjusted EBITDA for lithium and bromine was partially offset by a $13.5 million out-of-period adjustment regarding inventory valuation in our international locations, impacting all three GBUs. Lithium's adjusted EBITDA increased by $25 million year over year, excluding foreign exchange. Adjusted EBITDA for bromine increased by $5 million compared to the prior year due to higher pricing partially offset by increased freight and raw material costs. Volumes were flat given the chlorine constraints in the quarter. And Catalyst adjusted EBITDA declined $4 million from the previous year. This was due to lower sales and cost pressures, partially offset by higher-than-expected joint venture income, which included a favorable tax settlement in Brazil. Slide 11 highlights the company's financial strength that is key to our ability to execute our growth plans over the coming years. Our net debt to EBITDA at the end of the quarter was 1.7 times and is below our targeted long-term range of two to 2.5 times. This provides us with capacity to fund growth while supporting modest dividend increases. We don't expect the recent arbitration decision to impact our current growth plans, but it could temporarily reduce our flexibility to take advantage of upside growth opportunities. Turning to Slide 12, I'll walk you through the updates to our guidance that Kent mentioned earlier. Higher full year 2021 net sales and adjusted EBITDA guidance reflects our strong third quarter performance. Net cash from operations guidance is unchanged due to the timing of shipments to customers and increased raw materials and inventory costs. Capital expenditures were revised higher related to the continuing tight labor markets and COVID-related travel restrictions in Western Australia, as well as accelerated investments in growth. Turning to Slide 13 for a more detailed outlook on each of our GBUs. Lithium's full year 2021 adjusted EBITDA is now expected to grow in the mid- to high teens year-over-year. That's up from our previous guidance due to higher volumes and pricing. The volume growth is driven primarily by tolling. And our full year average realized pricing is now expected to be flat to slightly higher compared to 2020. As a reminder, most of our battery-grade lithium sales are on long-term contracts with structured pricing mechanisms that are partially exposed to the market. We also benefit from stronger market pricing on shorter-term technical grade sales and on spot and tolling sales of battery-grade lithium. Full year 2021 average margins are expected to remain below 35% due to higher costs related to the project start-ups and tolling partially offset by productivity improvements. Bromine's full year 2021 adjusted EBITDA growth is now expected to be in the low double digits. That's also up from previous guidance due to the continued strength in demand and pricing for flame retardants. Our bromine volumes remain constrained due to sold-out conditions and a lack of inventory. The outlook for chlorine availability has improved since last quarter, but the market remains tight and the impact of higher chlorine pricing is expected to be felt more in 2022 than in 2021 due to the timing of inventory changes and shipments. Year-to-date, higher bromine pricing has mostly offset higher raw material and freight costs. Catalyst full year 2021 EBITDA is now expected to decline between 20% and 25%. That's also an improvement from our previous guidance, owing to the higher-than-expected joint venture income. The year-over-year decline in adjusted EBITDA is primarily due to the impact of the U.S. Gulf Coast winter storm earlier in the year, product mix and the previously disclosed change in our customers' order patterns. Catalyst fourth quarter margins will also be impacted by product mix, including a greater proportion of lower-margin FCC and CFT resid orders. FCC demand continues to improve with increasing global fuel demand, while HPC orders continue to be delayed. Overall, market conditions are improving but volumes and Catalysts are not expected to return to prepandemic levels until late 2022 or 2023. In total, we expect EBITDA margins to be lower in the fourth quarter due to higher raw materials, energy and freight costs across all 3 of our businesses. We are closely watching several key risk factors, including global supply chain disruptions, global impacts of the energy rationing in China and chip shortages. Supply chain and logistics challenges are the most immediate. Our teams are working day and night to navigate these port issues, the lack of drivers and upstream supply disruptions to ensure our customers get their orders on time. We also continue to monitor the global situation with regard to chip shortages. We recognize that the auto industry has been struggling with those shortages. But to date, we have not seen a direct impact on either our lithium or bromine orders. And with that, I'll hand it back to Kent. As Scott mentioned, we are disappointed by the outcome of the Huntsman arbitration decision. But regardless of the ultimate outcome of that dispute, Albemarle will continue to focus on the execution of our growth strategy. As we highlighted during our Investor Day in September, we have a well-thought out and focused operating model that we are implementing across our businesses. This model, the Albemarle Way of Excellence, provides us with a framework to execute our objectives effectively and efficiently and will help us to remain on target as we pursue significant growth opportunities ahead. And as we pursue these opportunities, we will be disciplined in our approach to capital allocation. Our primary capital priority is accelerating high-return growth. This means that we will invest not just to get bigger but to create tangible shareholder value and maintain financial flexibility to take advantage of future opportunities. Utilizing this approach with our low-cost resources, we believe our annual adjusted EBITDA will triple by 2026. Finally, at the core of all of this is sustainability. As one of the world's largest lithium producers and innovators, we were able to work closely with our customers to create value and drive better sustainability outcomes for all stakeholders. I'll hand over to the operator. ","compname reports third-quarter sales growth of 11% and increases guidance. q3 adjusted earnings per share $1.05 excluding items. " "Joining me on the call today are Kent Masters, chief executive officer; and Scott Tozier, chief financial officer. Our GBU Presidents, Raphael Crawford, Netha Johnson, and Eric Norris are also available for Q&A. Please also note that some of the comments made today refer to non-GAAP financial measures. Scott will provide more details on our financial results, outlook, and capital allocation priorities. And finally, I'll walk you through our 2022 objectives. 2021 was a transformative year for Albemarle. Our strategic execution and ability to effectively manage the challenges of the global pandemic enabled us to capitalize on the strength of the lithium and bromine markets and generate results that exceeded expectations. For the year, excluding our fine chemistry services business, which was sold in June of 2021, we increased net sales by 11% to $3.3 billion, which was in line with our previous guidance. Adjusted EBITDA grew 13% in 2021 to $871 million, surpassing the upper end of our guidance. Looking ahead, our outlook for 2022 has improved based primarily on favorable market conditions for lithium and bromine. We expect adjusted EBITDA to grow between 35% and 55% versus 2021, excluding fine chemistry services. To continue driving this growth, we are focused on quickly bringing capacity online with accelerated investments. La Negra 3 and 4 is currently in commercial qualification, and we expect to start realizing first sales from this facility in the second quarter. In November, we achieved mechanical completion of the first train at Kemerton. The construction team is now dedicated to the second train, and we will be able to leverage our experience from train one to improve efficiencies and timeliness of this project. And we recently signed a nonbinding letter agreement to explore the expansion of our MARBL joint venture with increased optionality and reduced risk. Now looking at Slide 5. We introduced this slide early last year to lay out our 2021 objectives designed to support the four pillars of our strategy: to grow profitably, to maximize productivity, to invest with discipline, and to advance sustainability. Virtually all the goals we set last year were met or exceeded despite challenges related to severe weather, supply chain issues, and the ongoing effects of the pandemic. The focus of our people around the world is what drove our strong year and underscores our ability to deliver on our commitments. These accomplishments have also set the stage for us to take advantage of the growth opportunities ahead. Just as important as driving growth is an ongoing dedication to strong ESG values. I'm very proud of what you see on Slide 6. Since I became CEO in 2020, one of my main priorities has been continued improvement in sustainability. I'm pleased to see that these efforts are increasingly being recognized externally, but it certainly isn't a new initiative for Albemarle. Sustainability is not just doing the right thing but also doing it the right way. For example, the lithium market is expected to see significant demand growth in the coming years. As a leader in lithium production, we expect to be an example and help define the standards of sustainability in this market as it goes through this fundamental shift. Now turning to Slide 7 and more on the lithium market outlook. Based on our current market data, EV trends, and regular interactions with our customers, we are revising our lithium demand outlook upwards once again. We now expect 2025 lithium demand of approximately 1.5 million tons, up more than 30% from our previous estimates. Beyond 2025, we anticipate continued growth with lithium demand of more than 3 million tons by 2030. EV sales growth is accelerating as consumers become more energy-conscious, governments incentivize clean energy, technology improves, and EVs approach pricing parity with internal combustion vehicles. In 2021, global EV production nearly doubled to over 6 million vehicles from 3 million in 2020. By the end of the decade, EVs are expected to account for close to 40% of automotive sales. When you look at last year's growth rate of nearly 50% and the auto industry's ambitions for a rapid transition to EVs, it's easy to see why demand expectations are so bullish. However, meeting this demand will be a challenge. Turning to our wave two projects on Slide 8. La Negra 3 and 4, which will add conversion capacity for our Chilean brine resource in the Salar de Atacama, is currently in the customer qualification process. We anticipate incremental volumes and revenue contribution from this project in the second quarter of this year. While there are significant changes taking place to the political landscape in Chile, we do not anticipate any material impacts to our business. We support the Chilean people's right of self-determination and applaud the peaceful leadership transition in that country. Our team has already begun building relationships with the incoming administration. As I mentioned earlier, Kemerton 1 reached mechanical completion late last year and is currently in the commissioning phase. This puts us on track to begin first sales in the second half of this year. Kemerton 2 remains on track to reach mechanical completion by the end of this year. The OEMs and battery manufacturers have been investing heavily in growth, including commitments in North America and Europe, and the lithium industry must do the same. Turning to Slide 9. We provide an overview of how Albemarle is investing to support downstream growth. Since our Investor Day, we have accelerated and further defined our wave three projects, including the announcement of three strategic investments in China. This wave of investments will provide Albemarle with approximately 200,000 tons of additional capacity. That's up from 150,000 tons of capacity originally planned for wave three. We've also continued to progress our growth options for wave four. Based on discussions with our customers, we are analyzing options to restart our Kings Mountain lithium mine and the potential to build conversion assets in North America and Europe. Our vertical integration, access to high-quality, low-cost resources, years of experience bringing conversion capacity online, and strong balance sheet provide us with considerable advantages. I'm on Slide 10 now. In China, we expect to close the acquisition of the Qinzhou conversion facility in the first half of this year. This transaction is progressing well, and we continue to work through the appropriate regulatory reviews. The Qinzhou plant is currently being commissioned, and we have begun tolling our spodumene to assist with that process. We continue to progress the two greenfield lithium conversion projects in Meishan and Zhangjiagang. We have started site clearing at Meishan and expect to break ground at Zhangjiagang later this year. We expect mechanical completion of both projects by the end of 2024. The restart of one of three processing lines at the Wodgina mine is going well, with first spodumene concentrate production now expected in the second quarter. At Greenbushes, Talison continues to ramp production from the CGP 2 facility to meet design throughput and recovery rates. In addition, the tailings project at Talison is on track. Our bromine business is investing in innovation and capital projects to take advantage of growth opportunities. We expect new products to make up more than 10% of annual bromine revenues by 2025, up from essentially a standing start. The first of these products to launch is SAYTEX ALERO, our next-generation polymeric flame retardant. We first discussed SAYTEX ALERO at our Investor Day last year, and I'm excited to say that we have achieved first commercial sales in January and expect to scale production throughout the year. We've also invested in the resource expansion at the Smackover formation in Arkansas, and we continue to grow our conversion and derivative capacity in both Arkansas and Jordan. Scott, you might be on mute. Can you hear me now? I was on mute. I'll begin on Slide 12. For the fourth quarter, we generated net sales of $894 million, which is an increase of $15 million compared to the prior-year quarter. This was driven by higher sales from lithium and bromine, partially offset by the loss of revenue from our fine chemistry services business, which was sold in June 2021. Excluding FCS, we grew by 11%. The fourth-quarter net loss attributable to Albemarle was $4 million, reflecting an increased cost estimate to construct our Kemerton lithium hydroxide plant due to anticipated cost overruns from the impact of pandemic-related issues on the supply chain and labor. Fourth-quarter adjusted diluted earnings per share of $1.01 was down 14% from the prior year. The primary adjustment to earnings per share is the $1.13 add-back of that Kemerton revision. Excluding FCS, fourth-quarter adjusted EBITDA was up 12% from the prior year. Lithium results remained strong driven by higher volumes as well as higher pricing. Bromine results were roughly flat year over year, reflecting strong performance in late 2020 and repeating it in 2021. And Catalyst improved in the fourth quarter as refinery markets continue to rebound and the business saw benefits from onetime items. Our second-half sales grew 13% from the first half of the year, following a relatively flat growth since mid-2020. This acceleration of growth is expected to continue into 2022. On Slide 14, you can see we are expecting both volume and pricing growth in all three of our business units in 2022. We expect net sales of between $4.2 billion to $4.5 billion and adjusted EBITDA in the range of $1.15 billion to $1.3 billion. This implies an adjusted EBITDA margin of between 27% and 29%. Adjusted diluted earnings per share and net cash from operations are also expected to improve year over year. We anticipate healthy growth in adjusted EBITDA in all four quarters this year, and we expect Q1 to be the strongest quarter for several reasons. All three GBUs are expected to benefit from lower-cost inventory sold at prices that have been raised in anticipation of inflation. In the first quarter, lithium also has the benefit of strong shipments from our Talison joint venture to our partner as well as a onetime spodumene sales material produced at Wodgina on initial start-up in 2019. And finally, going forward, higher spodumene transfer pricing increases are going to increase our cost of sales and only partially be offset by higher Talison joint venture income, which is included in our EBITDA after tax. And this creates a tax-impacted EBITDA margin drive. As Kent mentioned, capex is expected to increase to the $1.3 billion to $1.5 billion range this year as we accelerate lithium investments to meet increased customer demand. The key actions to meet or exceed this guidance include: first, successful execution of our lithium project start-ups; second, closing the acquisition in China; third, solid performance at our sold-out plants in lithium, bromine, and FCC catalysts; fourth, continued strength in our end-use markets and favorable pricing environment; and lastly, solid procurement to combat inflation. Lithium's full year 2022 EBITDA is expected to be up 65% to 85%, a significant improvement from our previous outlook. We now expect volume growth to be up 20% to 30% for the year with the new capacity coming online as well as ongoing efficiency improvements. Average realized pricing is now expected to increase 40% to 45% compared to 2021 due to strong market pricing as well as the expiration of pricing concessions originally agreed to in late 2019. In some cases, as these concessions rolled off, pricing reverted to legacy contracts with significantly higher variable pricing. And as we've been saying, we've also taken the opportunity to work with our strategic customers to renegotiate contracts to more variable-rate structures. Catalyst EBITDA is expected to be up 5% to 15%. This is below our previous outlook, primarily due to cost pressures related to high natural gas pricing in Europe and raw material inflation. Volumes are expected to grow across segments with overall refining markets improving. We continue to see volumes returning to pre-pandemic levels in late 2022 or 2023. FCC volumes are already there, but HPC volumes are lagging. Bromine EBITDA is expected to be up 5% to 10%, slightly above our previous outlook based on strong flame retardant demand supported by macro trends, such as digitalization and electrification. Volumes are expected to increase based on the expansions we began in 2021. And as discussed, higher pricing and ongoing cost and efficiency improvements are expected to offset higher freight and raw material costs. Now turning to Slide 16, I'll provide some additional color on lithium volume growth. This slide shows the expected lithium production volume ramp from the new conversion facilities we expect to complete this year. We begin the year with a baseload production of 88,000 metric tons in 2021, which includes Silver Peak, Kings Mountain, Xinyu, Chengdu, and La Negra 1 and 2. And you can see that this is virtually a 50-50 split of carbonate and hydroxide. As our wave two projects come online, output will begin to favor hydroxide. Generally speaking, we expect it to take about two years to ramp to full conversion capacity at a new plant, including approximately six months for commissioning and qualification. Therefore, we expect to reach our full 200,000 tons of conversion production by early 2025. Our capital allocation priorities remain the same. Our primary focus is to invest in profitable growth opportunities, particularly for lithium and bromine. Strategic portfolio management and maintaining financial flexibility are important levers to support this growth. For example, we have divested non-core businesses like FCS and reallocated funds to organic/inorganic growth opportunities, like the expected acquisition of the Qinzhou plant. The strategic review of Catalyst is progressing well and is on track for us to make an announcement of the outcome in the first half of this year. We'll also continue to evaluate bolt-on acquisitions to accelerate growth or bolster our portfolio of top-tier assets. As always, future dividends and share repurchases are subject to board approval. However, we expect to continue to support our dividend. Given the outsized growth opportunities we see in lithium, we don't anticipate share repurchases in the foreseeable future. First, we will continue to grow profitably. This means completing our wave two expansions and progressing wave three expansions to grow lithium conversion capacity and volumes. We'll also focus on safely and efficiency starting up those facilities. Next, we will continue to maximize productivity, and this is even more important in today's environment with rising cost for raw materials. We will leverage our operational discipline to offset inflation through manufacturing excellence, implementing lean principles, and embracing smart technology to improve HSE, cost, reliability, and quality. Our procurement cost-saving initiatives and manufacturing excellence projects will be key to offsetting higher raw materials and freight cost as we work to achieve adjusted EBITDA margin of between 27% and 29%. We will invest with discipline. As Scott discussed, portfolio management and maintaining our investment-grade credit rating are both high priority for us and will continue to be a focus in 2022. Importantly, we plan to complete the catalyst strategic review later this year, which will maximize value and set that business up for success while enabling us to focus on growth. Finally, we will advance sustainability. That means driving progress toward our goals for greenhouse gas emissions and freshwater use and setting additional sustainability targets. We'll also continue to work with our customers to improve the sustainability of the lithium supply chain by completing our mine site certifications, Scope 3 greenhouse gas assessments, and analyzing product life cycles. ","albemarle corporation finishes 2021 strong raises 2022 outlook. oration finishes 2021 strong; raises 2022 outlook. q4 adjusted earnings per share $1.01. q4 sales rose 2 percent to $894 million. expects that its full-year 2022 results across all business units will improve relative to full-year 2021. sees fy 2022 net sales $4.2 billion - $4.5 billion. " "Last year's results were $1.28 per share on net income of $66.3 million. Although these results were below our internal expectations for the quarter due to the impact of extreme weather and timing, we remain confident in our ability to achieve our original guidance range of $3 to $3.30 per share. In a few minutes, Steve and Bob will provide additional insights in the key financial drivers for the remainder of the year. At the highest level, I'd like to share a few thoughts on the extreme weather events that took place during the quarter and provide a progress update on our clean energy strategy. As you know, in February of this year, a polar vortex brought extreme cold and icing conditions to much of our nation with areas, especially in the South and Southwest experiencing some of the coldest temperatures in decades. These temperature extremes caused major disruption in the power and gas markets, resulting in significant operational challenges and power price volatility in a very short period of time. Although ALLETE was affected by the extreme weather during the quarter, the effects varied greatly depending on locations and the nature of our operations. For example, our regulated operations performed well and customers at Minnesota Power and Superior Water, Light and Power were largely unaffected, while extreme weather in the Southwest and lower wind availability in the Midwest negatively affected our ALLETE clean energy operations and related earnings. ALLETE's strategic geographic diversity and our diverse business mix were certainly major factors in our ability to successfully navigate this extreme event, and we believe they will continue to differentiate ALLETE with our ability to remain resilient and manage adverse economic risk. There are many differing views on the preferred speed and means of the global clean energy transformation needed to address climate change. As we execute ALLETE's sustainability strategy, it's critically important to us that this transition truly be sustainable for ALLETE's businesses. So we're committed to addressing climate change with all of our stakeholders in mind, our customers, our communities, our employees and our shareholders throughout this critical transition. Whether we're talking about ALLETE's regulated or non-regulated businesses, our sustainability and action strategy provides optionality and allows time for advances in technology as well as time for our communities and our employees to transition to a secure and carbon-free energy economy. Turning to Slide 3. As we highlighted earlier this year, a significant step forward in our commitment to sustainability as Minnesota Power's recently announced vision to deliver 100% carbon-free energy to customers by 2050. This bold vision and its timing reflects how seriously we take our responsibilities to the climate, our customers and our communities. Minnesota Power is the first Minnesota utility to provide 50% renewable energy to our customers. We reached this milestone last December, and we are continuing to move forward to reduce carbon. It's important to note that the renewable energy provided by Minnesota Power consists of a diverse mix of wind, hydro, solar and biomass, and that diversity helps ensure resiliency and the reliable and affordable energy that our customers and our communities expect. As detailed in our last conference call, Minnesota Power filed its integrated resource plan with the Minnesota Public Utilities Commission in February. This IRP outlines our plans to further transform Minnesota Power's energy supply to 70% renewable by 2030 and to be coal free and 80% lower carbon by 2035. Throughout this process, we will continue our close and transparent engagement with our many stakeholders. Formed just 10 years ago, ALLETE clean energy is now the second largest company in the ALLETE family, with 100% renewable generation, serving many utilities as well as some of the largest commercial and industrial customers in the country. ALLETE clean energy will drive additional clean energy sector growth, building on its strong track record of success by expanding beyond wind and additional clean energy spaces, such as solar and storage. We've made significant progress on optimizing ALLETE clean energy's portfolio. And just yesterday, we announced exciting renewable energy projects in Wisconsin with two new utility customers, which Bob will discuss in a moment. ALLETE's family of businesses offer a differentiated value proposition. And as we shared with you in February, we're committed to achieving our 5% to 7% average annual earnings per share growth objective. We believe our businesses will continue to grow and thrive as society's commitment to further decarbonization only increases. Because ALLETE is an early mover in this transition, we're well positioned to continue as a leader in our nation's clean energy future. We aren't alone in our view. In recent years, more than one external publication has recognized ALLETE as a top-tier renewable energy company, and we couldn't be more proud of that fact. Today, ALLETE reported first-quarter 2021 earnings of $0.99 per share on net income of $51.8 million. Earnings in 2020 were $1.28 per share on net income of $66.3 million. The timing of income taxes and operating and maintenance expense in the first quarter of 2021 negatively impacted results compared to internal expectations by approximately $0.15 per share, which is expected to reverse during the remainder of the year. In addition, net income in 2021 included an approximately $5 million or $0.10 per share negative impact related to ALLETE clean energy's Diamond Spring wind energy facility due to extreme winter weather in the Southwest United States in February 2021. This winter weather event caused volatility in power prices in the regional power market, resulting in losses being incurred under one of the facility's power sales agreement. A few details from our business segments. ALLETE's regulated operations segment, which includes Minnesota Power, Superior Water, Light and Power and the company's investment in the American Transmission Company recorded net income of $45 million compared to $57.5 million in the first quarter of 2020. Earnings reflected lower net income at Minnesota Power as compared to 2020, primarily due to lower margins resulting from the expiration of a power sales contract in 2020, lower kilowatt hour sales to industrial customers primarily due to the indefinite idling of the Verso paper mill in Duluth, Minnesota, higher operating and maintenance, property taxes and depreciation expense and the timing of income taxes. These decreases were partially offset by increased earnings related to the Great Northern Transmission Line. Net income at Superior Water, Light and Power and our equity earnings in the American Transmission Company were similar to those reported in 2020. ALLETE clean energy recorded first-quarter 2021 net income of $7.4 million compared to $11.7 million in 2020. Net income in 2021 included an approximately $5 million after-tax negative impact at ALLETE clean energy's Diamond Spring wind energy facility related to the extreme winter weather event and pricing volatility in the regional power market. ALLETE clean energy's other wind facilities were negatively impacted by lower-than-expected wind resources. Megawatt hour generation was approximately 15% below our expectations for the quarter, resulting in lower revenue and production tax credits. Timing of income taxes of approximately $2 million negatively impacted earnings in the first quarter, which is expected to reverse during the year. These decreases were partially offset by earnings from the South Peak wind energy facility, which commenced operations in April 2020. Our corporate and other businesses, which includes BNI Energy and ALLETE properties recorded a net loss of $600,000 in 2021 compared to a net loss of $2.9 million in 2020. The lower net loss in 2021 reflects the first full quarter of contributions from ALLETE's Nobles two wind energy facility and higher earnings from marketable equity securities as compared to the first quarter in 2020. I'll now turn to our 2021 earnings guidance. Despite the negative impact due to the extreme winter weather conditions and lower-than-expected wind resources impacting ALLETE clean energy during the quarter, we remain confident in achieving our 2021 earnings guidance of $3 to $3.30 per share. As I noted, total timing impacts in the first quarter of approximately $0.15 per share are expected to reverse throughout the year. And we now expect production for Minnesota Power's taconite customers to be approximately 37 million to 38 million tons. Our original 2021 guidance included a projection of Minnesota Power's industrial sales, which reflected a partial recovery from 2020 with anticipated production from our taconite customers of approximately 35 million tons. Nominations from our industrial customers for production through this summer are above our original estimate, supported by strong steel production and pricing of iron ore and steel, which has improved significantly since the depth of the pandemic in 2020. We anticipate this strength to continue for the remainder of the year based on external market signals, both domestically and globally. Primarily driven by this positive development, we now anticipate that our regulated operations will be at the higher end of our guidance range of $2.30 to $2.50 per share. And ALLETE clean energy and our corporate and other businesses are expected to be at the lower end of our original guidance of $0.70 to $0.80 per share, primarily due to the extreme winter weather event previously discussed. As already highlighted, financial results of ALLETE's businesses were impacted varying degrees by the extreme weather during the quarter, but we remain steadfast and confident in our ability to achieve our original earnings guidance range for 2021. At the highest level, this confidence comes from our ability to mitigate some of the losses realized at ALLETE clean energy through expense management and an improving 2021 outlook for the economy and our large power production levels at Minnesota Power. As I've expressed since the beginning of this year, achieving ALLETE's growth objective of 5% to 7% over the long term remains a focus, and we are continuing to advance and execute upon strategies to ensure that happens. One of the most important initiatives is to ensure Minnesota Power is able to achieve reasonable rates of return. Given the challenges of COVID and increasing investments and expenses incurred to support the clean energy transition, the company's return levels are at some of the lowest levels in decades at approximately 2% to 3% below the currently authorized level. It is imperative that the financial returns of the business be improved, so that we are able to sustain our business and attract the equity and debt capital needed as we go forward. Towards that end, in addition to our ongoing laser focus on business efficiency improvements, we have continued to advance our preparations for our Minnesota Power rate case, which will be filed in November of this year. Beyond equitable regulatory outcomes, growth in our regulated businesses will be driven predominantly by sustainable clean energy infrastructure investments. Minnesota Power's energy forward initiatives, as outlined in our recent IRP filing, would include an unprecedented transformation of our generation fleet as well as supporting transmission and distribution investments. We believe the IRP strikes an important balance of advancing and achieving clean energy goals, while ensuring our system remains reliable and cost competitive to our customers. We are also pursuing other regulated opportunities, particularly in the transmission area as the MISO region continues to be challenged with constraints on the grid as renewable generation continues to expand. Our planned expansion of our 550-megawatt DC transmission line and our increasing investment in the American Transmission Company are prime examples of our transmission strategy already in motion. Also in the transmission arena, Minnesota Power is an active member of Grid North Partners, formally known as CapX2020, a group of 10 northern cooperatives, municipal power agencies and investor-owned utilities who on March 9, 2021, announced a renewed name and focus to develop and expand transmission capacity to maintain reliable energy delivery across the northern region of the country and identify collaborative solutions to meet the region's evolving energy needs. Minnesota Power is one of the three investor-owned utilities involved in this powerful partnership focused on grid reliability with a proven track record of identifying, developing and implementing transmission solutions. Our second largest business, ALLETE clean energy, is entering a new and exciting stage of growth as it expands its service offerings beyond wind, include solar and storage solutions. At the same time, the company continues to seek opportunities to optimize its existing PTC safe harbor wind turbines and enhanced returns of the existing portfolio. As I stated last quarter, we are highly confident that with the expanded scale and suite of service offerings, we will be able to maintain very high levels of average annual earnings growth approaching 40% over the next 5 years. A recent example of our strategy in action is evident by yesterday's announcement of the Red Barn build, own, transfer project with Wisconsin Public Service Corporation and Madison Gas and Electric. This 92-megawatt project not only provides an opportunity to utilize our 80% safe harbor turbines, but also expands our customer base and presence in yet another geographic region of the country. Subject to customary company and regulatory approvals, ALLETE clean energy plans to begin and complete construction of the facility in 2022. An exciting added feature of this investment includes the acquisition of the up to 67-megawatt Whitetail development project. This asset is well positioned in development with its advanced transmission and acute position, landowner relationships and provides additional optionality in the region for either a long-term PPA or build, own, transfer project. In terms of an update on existing projects, recall that we had announced the Northern Wind project with Xcel Energy in February. This project entails the repowering, expansion and planned sale of our energy Chanarambie and Viking wind power facility. I'm pleased to report that the regulatory approval and permitting process continues to advance as expected for this 2022 project. As we highlighted, cash received from the transaction is earmarked for deployment into new opportunities related to our solar and storage expansion strategy, reducing the potential for future equity needs. On another note, our 303-megawatt Caddo project construction continues to advance on plan for a year-end 2021 completion. In summary, the demand for new clean energy solutions continues to accelerate and exceed our original expectations. Proposed changes in federal policy from the Biden administration, such as Direct Pay of PTCs, 10-year PTC extension, clean tech parity, etc. , would only enhance our prospects. Our expanding capabilities, strong reputation and widening geographic footprint established over the past 10 years uniquely positions us to leverage these trends, helping solve customer needs and providing our investors with a rewarding value proposition as we go. All of ALLETE's growth initiatives are well supported by a strong balance sheet, conservative capital structure at approximately 41% total debt and a growing base of operating cash flow already over $300 million annually. I'll now hand it back to Bethany. We're pleased with our progress and our execution of ALLETE's strategy made all the more remarkable given the challenges of the past year. And as the economy continues to strengthen, we're excited to share more in the coming quarters. We're proud of all that we've accomplished and look forward to the future as we continue to answer the nation's call for cleaner and more sustainable energy. On Slide 7, there are several links to important sustainability information about our company, but I would point you to the second link document, ALLETE's first comprehensive corporate sustainability report. This CSR aligns with the reporting requirements of the sustainability accounting standards board, or SASB, and the task force on climate-related financial disclosures or TCFD. I'd encourage you to review this document as it describes in detail ALLETE's strong commitment to sustainability in all of its forms, including diversity, equity and inclusion, our strong partnership with our communities as well as best practice governance. We refer to our sustainability commitment as a commitment to people, planet and prosperity. We're proud of ALLETE's track record and our work on this report, and we'll update the CSR regularly as we continue to execute our sustainability and action strategy. We're a team and a company with a rich history of doing the right things the right way, and sustainability in all of its dimensions is not only a value shared by us at ALLETE, it's the very foundation of our strategy. ","compname says reaffirms 2021 earnings guidance range of $3.00 - $3.30 per share. " "Market demand, COVID-19 impacts, including operational logistics and supply chain disruptions, competition, weather, seasonality, currency-related issues, geopolitical issues and other risk factors listed from time-to-time in the company's SEC reports. Dan will begin our call with a review of our financial results for the second quarter 2021. And I will then provide more comments on the results. So Dan, go ahead, please. The key takeaways from our second quarter 2021 results are: second quarter sales and earnings are up significantly over the COVID impacted prior year second quarter. Total company net sales of $348 million were up 29%. Industrial division net sales of $231 million were up 27%. Agricultural division net sales of $116 million were up 35%. Net income of $26 million or $2.19 per diluted share was up 100%. The adjusted net income of $23.4 million or $1.97 per diluted share was up 73% and EBITDA of $44.9 million was up 30% over the prior year's second quarter adjusted results. Also, our trailing 12-month adjusted EBITDA was $155.3 million, up 7% from full year 2020. Total debt outstanding was reduced by $38.7 million during the second quarter, and was down 28% from the prior year second quarter. And our backlog increased 10% during the current second quarter to $503.6 million, which was up 132% over the prior year quarter. Second quarter 2021 net sales of $348 million were 29% higher than the prior year second quarter. During the quarter, our top line benefited from a continued rise in order rates and backlog as well as the effect of recent pricing actions, but inbound supply chain and labor capacity issues are still constraining our growth across all lines of business. Industrial division's second quarter 2021 net sales of $231 million represented a 27% increase from the prior year second quarter. We saw strong customer demand and backlog growth in all of this division's product lines. Agricultural division second quarter 2021 sales were $116 million, up 35% from the prior year second quarter. During the quarter, strong agricultural market conditions, low dealer inventories and pricing actions continue to drive organic sales growth in this division. Gross margin for the second quarter of 2021 was $88.1 million or 25.4% of net sales compared to $67.8 million or 25.2% of net sales in the prior year second quarter. Excluding $0.7 million of Morbark's inventory step-up expenses, the prior year second quarter gross margin was $68.5 million or 25.5% of net sales. In the second quarter, the favorable leveraging effect from significant sales volume improvement over the COVID-impacted prior year quarter as well as aggressive pricing actions helped us maintain percentage gross margins despite a dramatic rise in material costs, production inefficiencies resulting from supply chain and labor capacity constraints and a less favorable mix of service part sales. Operating income for the second quarter of 2021 was $33.6 million or 9.7% of net sales, which is up 48% over the prior year quarter and up 45% when prior year results are adjusted to exclude the Morbark inventory step-up expense. Higher sales volume and the gross margin effects already mentioned, more than offset a more normal level of operating expenses as compared to the reduced spending levels of the pandemic-affected prior year period. While we're pleased to see this improvement, we would normally expect a double-digit operating margin percentage in the second quarter. Our recent pricing actions have been aggressive, but the effective impact of these actions has been lagging a continued steep rise in cost. This is likely to continue until the rate of cost increases moderate. Net income for the second quarter 2021 of $26 million or $2.19 per diluted share was double the prior year second quarter results. Excluding a $2.6 million after-tax gain on a real estate sale from the current year quarter and the Morbark inventory step-up expense from the prior year quarter, second quarter adjusted net income of $23.4 million was up 73% over the adjusted prior year result. This increase in adjusted net income was primarily due to the 48% improvement in operating income, but it was also helped by lower interest expense and a favorable effective income tax rate. Second quarter 2021 EBITDA was $44.9 million, up 30% over the prior year second quarter adjusted EBITDA. Trailing 12-month EBITDA of $155.3 million is up $10.1 million or 7% above adjusted 2020 EBITDA. Second quarter 2021 EBITDA was 12.9% of net sales, which was flat to the prior year second quarter adjusted results. During the second quarter 2021, we saw an $18 million net provision of cash from operating activities, despite steep volume and inflation-driven increases in both accounts receivable and inventories. This, combined with the repatriation of cash from foreign subsidiaries, resulted in a $38.7 million reduction in outstanding debt during the second quarter. Improved turnover of both receivables and inventory accounted for this better-than-expected performance. We ended the second quarter of 2021 with an all-time high order backlog of $503.6 million, which is an increase of 132% over the prior year second quarter and 10% higher than the end of the current year first quarter. During the quarter, we saw continued strong customer demand across the entire range of our industrial and agricultural products. To recap our second quarter 2021 results. Second quarter sales and earnings were up significantly over the COVID-impacted prior year second quarter. Total company net sales up 29%. Industrial division net sales, up 27%. Agricultural division net sales, up 35%. Net income, up 100% Adjusted net income, up 73%, and EBITDA, up 30% over the prior year second quarter adjusted results. Trailing 12-month adjusted EBITDA was up 7% from full year 2020. Total outstanding debt was reduced by $38.7 million during the second quarter, and our backlog increased 10% during the second quarter to $503.6 million. It's an honor to succeed Ron Robinson, who's had an exemplary 22-year period as our CEO. This is certainly an interesting time to step in as CEO with the many positive and challenging trends that are influencing business at the moment. Over the past few months and certainly throughout the second quarter, coronavirus vaccination rates steadily improved across many countries, economies reopened and people became more confident about returning to more normal daily routines. While recovery from the pandemic is not yet evident in all of our markets, North America and Europe have rebounded strongly, and we experienced a further resurgence of activity in our markets in the second quarter. Customer ordering activity remained at a healthy level, and our backlog increased to another new record at the end of the quarter. Unfortunately, many raw material suppliers and industrial component manufacturers have not been able to add capacity fast enough to meet the higher demand. Certain critical components such as computer logic chips remain in severe shortage, and logistics networks are strained. Manufacturers such as Alamo Group rely on a stable supply chain and efficient logistics network to allow us to meet our customers' needs in a timely manner. A shortage of skilled workers has further limited the ability of manufacturers to add capacity, most notably in North America. Finally, the combination of shortages and high demand has led to cost inflation in the raw materials and components that are needed to support our production requirements. For example, steel prices continue to rise sharply and were up by double digits again in the period. Like most manufacturers, Alamo Group is not immune to these issues, and our teams have had to work flexibly and creatively to deliver another solid performance for the quarter. Continuing the trend of the last several quarters, our agricultural division produced strong second quarter results. The ag market has consistently held up better during the pandemic, largely due to the combined effects of several positive trends. First, after several years of soft conditions, dealer inventories were low when demand began to accelerate, and they remain low now as demand continues to outpace deliveries from OEMs to dealers. Also, crop prices have been steadily rising since August of 2020, giving professional farmers the confidence to invest in maintenance or replacement of their equipment. Similarly, livestock prices have been rising given the same increased confidence to ranchers. Finally, the pandemic has led to more people to seeking rural lifestyles, increasing investments in land and the essential equipment to maintain it. As a result of these combined trends in the market, in the second quarter, our agricultural division enjoyed steady growth in orders and sales, not only in North America and Europe, but also in markets such as Brazil and Australia. The industrial division also reported solid improvements in both sales and earnings in the second quarter. The impact of the pandemic on governmental budget has not been as severe as previously expected, and activity in this market continued to improve sequentially during the period. Municipalities in the United States benefited from the very strong real estate market that has increased property taxes that are a major source of their revenue. Also, stimulus actions taken by national governments in North America and Europe helped agencies at the state and local level offset lower revenue from income taxes and fees as employment fell as a result of pandemic. During the second quarter, the industrial division sales to governmental agencies continued to accelerate but they've not quite fully recovered to the levels achieved before the onset of the pandemic. Nongovernmental markets for the industrial divisions products also improved in sectors such as forestry, land clearing, petrochemicals, utilities and steel during the second quarter as most world economies took steps to reopen. This was evident in improved sales of the division's large wood grinders, vacuum trucks and excavators. Also, by the end of the quarter, utilization of our vacuum truck rental fleet was very close to pre-pandemic levels. The industrial division was impacted by sharply higher steel costs, shortages of important hydraulic components, logistics delays and skilled worker shortages. While this division also took significant price actions to protect margins, the longer delivery cycles associated with the division's products means that it will take somewhat longer for the higher prices to be fully evident in its results. Considering the many operational challenges we faced in the second quarter, I'm pleased with the results we've achieved. I'm also proud that our teams quickly reacted to these challenges to mitigate the impact on our results to the fullest extent possible. I'm also pleased that we further reduced our debt this quarter and continued to strengthen the company's balance sheet. This positions the company well to take advantage of acquisition opportunities that may arise, and what's proving to be an active M&A season. With Alamo Group's record order backlog of nearly $504 million, the company's outlook continues to look promising although it doesn't now appear that the cost pressures, component shortages and tight labor market are likely to meaningfully improve during the remainder of 2021. One issue that remains of concern is the spread of the de-strain of COVID that has emerged over the past few weeks. Although evidence suggests that vaccinations reduce both the frequency and seriousness of COVID infections, another significant wave of coronavirus illness could adversely affect our performance. On balance, though, I remain confident that our teams will continue to react appropriately as conditions in our operating environment involved, and that Alamo Group will continue to deliver solid results this year. ","q2 adjusted earnings per share $1.97. q2 earnings per share $2.19. " "Yesterday, on the close of the market, we issued our news release and investor supplement and posted related materials on our website at allstateinvestors.com. Our management team is here to provide perspective on these results. Let's start on Slide two. Today, we're going to link operating results and strategy in order to show how we expect to continue to generate shareholder value. So Allstate's strategy has two components: increase personal profit liability market share; and expand protection solutions, which are shown in the two ovals on the left. The Transformative Growth plan to increase market share and personal profit liability has four components. This strategy will drive market valuation by executing, innovating and focusing on long-term value creation. So in the first half of the year, we executed well for customers, we executed well financially and for shareholders, as you can see on the right-hand panel. Property-Liability market share increased by approximately one percentage point due to the acquisition of National General. Allstate Protection Plans continue to grow rapidly by broadening the product offering to include appliance and furniture and expanding availability through Home Depot stores. Strong execution generated excellent financial results, with revenues increasing 23.8% compared to the prior year, adjusted net income of $3 billion and a return on equity of 23.8% for the last 12 months. Shareholders benefited from a 50% increase in the quarterly common dividend and a reduction in outstanding shares by 2.4% just this year under the current $3 billion share repurchase program. Yesterday, the Board approved a new $5 billion common share repurchase program, which represents approximately 13% of current market capitalization, and we expect to complete that by the end of March of 2023. Let's continue on Slide three. In addition to operating execution, we're innovating to create long-term value. The Transformative Growth plan to create a digital insurance company is making good progress. Today, we're going to spend time talking about the distribution component of that plan. Allstate is among the leaders in telematics capabilities with Drivewise in the industry's largest pay-per-mile product Milewise, which offers customers unique value. Arity, our telematics service platform company, recently launched Arity IQ, which, when combined with LeadCloud and Transparent. ly platforms, will integrate telematics information into pricing at the time of quote rather than at the times after the sale. We enhanced our competitive position in independent agent channel by using National General to consolidate and improve our IA business model. We executed agreements to sell Allstate Life Insurance Company and Allstate Life Insurance Company of New York to redeploy capital out of lower growth and return businesses and reduce exposure to interest rates. Increasing market share, while maintaining attractive returns and expanding protection solutions through transformation, targeted acquisitions and divestitures will create shareholder value. Slide four lays out the Allstate's strong second quarter performance. Revenues of $12.6 billion in the quarter increased 21.6% compared to the prior year, largely reflects the National General acquisition and higher net investment income. Property-Liability premiums earned and policies in force increased by 12.9% and 12.1%, respectively. Net investment income of $974 million increased by over $0.75 billion compared to the prior year quarter, reflecting $649 million of income from the performance-based portfolio. Net income of $1.6 billion was reported in the second quarter compared to $1.2 billion in the prior year. Adjusted net income was $1.1 billion or $3.79 per diluted share, as you can see from the table on the bottom. That's a 40% increase from the prior year quarter. Allstate's excellent execution and strong operating results in the quarter contributed to that return on equity, which I just mentioned, of 23.8% over the last 12 months. Let's move to Slide five to discuss our progress on building Transformative Growth business models. So Transformative Growth, it's a multiyear initiative, and what we're working to do is build a low-cost digital insurer with broad distribution, and that's going to be accomplished through four areas: expanding customer access, improving customer value, increasing sophistication and investment in customer acquisition, and deploying new technology ecosystem. In Transformative Growth, you wouldn't do it all in one day, of course, so it's got five phases, and substantial progress has been made in Phases two and three. Phase two successes include improving the competitive price position of auto insurance, protecting margins by reducing costs. New advertising was launched with increased investment. We also are off to an excellent start with National General. And of course, the phases overlap, so progress is also being made in Phase three. So we're transforming the distribution platform, including supporting transition of Allstate agents to higher-growth and lower-cost models, which we'll discuss on the next slide. Improving customer acquisition sophistication will lower cost relative to lifetime value. We continue to focus on lowering underwriting claims expenses to deliver lower-cost protection to customers, and we've designed a new technology architecture. We've coded much of the new applications. The next step for us is to launch an integrated system with one product in one state. Turning to Slide six. Let's review how we're transforming the Allstate agent, Allstate direct sales and independent agent distribution platforms to grow market share. The illustrative slides on the right side of the slide show -- provide a view into our growth expectations by channel over time. Starting with Allstate exclusive agents, we're making progress transitioning to a higher-growth and lower-cost model. This year, we changed agent compensation by increasing new business compensation opportunity and reducing of bonus paid on policy renewals. We expect to continue this shift from renewal compensation to new sales because it aligns with what consumers want. Consumers want assistance with purchasing insurance more than they want routine policy service. To lower cost for agents, we're digitizing processes, redesigning products to increase self-service and expanding centralized service support. We're also working to reduce agent operating expenses and real estate costs. These changes will improve the customer value proposition with lower cost and easier service. Now of course, you're not going to do this in one day either, so a multiyear transformation -- transition program is in place to support existing agents. We've initiated it, and it has different levels of support based on agent performance. Given this transition, we reduced new agent employment last year, which has had a negative impact on new business levels. But as Mario will discuss next, this has been offset by higher productivity from existing agents. At the same time, we have two new agent models in market, which have personal touch but a lower cost structure. All of these changes are supported by more competitive auto insurance pricing and increased marketing spending, which is designed to continue to grow. But as you can see on the right, the net impact of these changes for the Allstate agent channel is to be flat to a slight decline in sales in the short term but increased growth thereafter. The Allstate direct sales effort leverages the capabilities that we built for the Esurance brand, and we've shifted our advertising focus away from Esurance to be totally focused on the Allstate brand and utilizing the direct channel for Allstate-branded sales as well. And pricing is lower than the Allstate agent model since it doesn't come with the help of an agent. And as this business grows, we're improving our operational and marketing effectiveness. Direct sales now represent 29% of new auto business sales, and we expect that to continue to grow rapidly, as you can see on the right. Independent agent distribution also represents an attractive growth opportunity. The acquisition of National General enhanced our capabilities in this channel, and it added four million policies in force. Additional growth is expected by broadening the product portfolio from high-risk drivers to middle-market auto and home insurance through the existing agent relationships. We also expect to increase the number of agents actively engaged in selling National General products. So when you combine this effective and efficient distribution with more competitive auto insurance pricing, enhanced marketing, advanced pricing and telematics and a digital experience, that's the Transformative Growth plan that will drive Property-Liability market share growth. So Mario will now discuss the second quarter results in more detail. Turning to Slide seven. Let's dive deeper into the near-term results on our multifaceted approach to grow Property-Liability market share. As you can see in the chart on the left side of the slide, Property-Liability policies in force grew by 12.1% compared to the prior year quarter primarily driven by National General and growth in Allstate brand new business. National General, which includes Encompass, contributed growth of four million policies, and Allstate brand Property-Liability policies increased in the quarter driven by growth in homeowners and other personal lines. Allstate brand auto policies in force declined slightly compared to the prior year quarter but increased sequentially for the second consecutive quarter, including growth of 111,000 policies compared to prior year, and as you can see by the table on the lower left. The chart on the right shows a breakdown of personal auto new issued applications compared to prior year. We continue to make progress in building higher-growth business models as we look to achieve leading positions in all three primary distribution channels. The middle section of the chart on the right shows Allstate brand impacts by channel, which in total generated a 6.7% increase in new business growth compared to the prior year. Modest increases from existing agents, excluding new appointments, and a 31% increase in the direct channel more than offset the volume that would normally have been generated by newly appointed agents, as we pilot new agent models with higher growth and lower costs. The addition of National General also added 481,000 new auto applications in the quarter. The recorded combined ratio of 95.7% increased 5.9 points compared to the prior year quarter. This was primarily driven by increased losses relative to the historically low auto accident frequency experienced in the prior year quarter due to the pandemic. Increased losses were partially offset by lower pandemic-related expenses primarily shelter-in-place paybacks in 2020 as well as lower catastrophe losses. These are represented by the green bars in the combined ratio reconciliation chart on the lower left of the slide. Shifting to the chart on the bottom right, we continue to make progress in reducing our cost structure. This enables improvement in the competitive price position of auto insurance and investments in marketing and technology, while maintaining strong returns. The total Property-Liability expense ratio of 24.7% in the second quarter decreased by 7.1 points compared to the prior year, again, driven by lower coronavirus-related expenses. This was partially offset by the amortization of purchased intangibles associated with the acquisition of National General, restructuring charges and a 0.7-point increase from higher investment in advertising. Excluding these items, as shown by the dark blue bars, the expense ratio decreased by 0.4 points in the second quarter compared to the prior year period, decreased 1.7 points below year-end 2019 and 2.5 points below year-end 2018, reflecting continued progress in improving cost efficiencies. Claims expenses have also been reduced through innovations such as QuickFoto Claim, Virtual Assist and aerial imagery, which also improves the customer experience. These claim improvements are not reflected in the expense ratio but are in the loss ratio and also helped maintain margins. Moving to Slide nine, let's discuss how our auto insurance profitability, which remains very strong and is still favorable to prepandemic levels despite pandemic-driven volatility. Allstate Protection auto underlying combined ratio finished at 91.8%. As you can see from the chart, the level remains favorable to 2017 through 2019 historical second quarter and year-end levels despite increasing by 9.4 points compared to the prior year quarter. The increase to the prior year quarter reflects a comparison to a period with historically low auto accident frequencies. The improvement relative to historical levels is driven by auto accident frequency remaining below prepandemic levels, partly offset by auto severity increases and competitive pricing enhancements. To illustrate the pandemic-driven volatility, Allstate brand auto property damage gross frequency increased 47.3% from the prior year quarter but is 21% lower than the same period in 2019. Auto severity increases persisted relative to the prior year quarter and prepandemic periods across coverages, largely driven by the shift in mix to more severe, higher-speed auto accidents and rising inflationary impacts in both used car values and replacement part costs. The incurred severity increases are running higher than general inflation, which are reflected in the recorded combined ratio. To counteract rising severity, we are leveraging advanced claim capabilities, predictive modeling, advanced photo and video utilization and deep expertise in repair process management to enable a scaled response to inflation and supply constraints. Targeted price increases will also be implemented, as necessary, to maintain attractive auto insurance returns. Now let's shift to Slide 10, which highlights investment performance for the second quarter. Net investment income totaled $974 million in the quarter, which was $754 million above the prior year quarter, driven by higher performance-based income as shown in the chart on the left. Performance-based income totaled $649 million in the second quarter, as shown in gray, reflecting both idiosyncratic and broad-based valuation increases in private equity investments and, to a lesser extent, gains from the sales of real estate equity. Market-based income, shown in blue, was $3 million above the prior year quarter. The impact of reinvestment rates below the average interest-bearing portfolio yield was mitigated in the quarter by higher average assets under management and prepayment fee income. Our total portfolio return in the second quarter totaled 2.6%, reflecting income as well as higher fixed income and equity valuations. We take an active approach to optimizing our returns per unit risk over appropriate investment horizons. Our investment activities are integrated into our overall enterprise risk-and-return process and play an important role in generating shareholder value. We draw upon a deep and experienced team of roughly 350 professionals to leverage expertise in asset allocation, portfolio construction, fundamental research, deal leadership, quantitative methods, manager selection and risk management. While the results for this quarter were exceptionally strong, particularly for the performance-based investments, we managed the portfolio with a longer-term view on returns. At the right, we have provided our annualized portfolio returns over a three-, five-, and 10-year horizon. As disclosed in our investor supplement, our performance-based portfolio has delivered an attractive 12% IRR over the last 10 years, which compares favorably to relevant public and private market comparisons. Our performance-based strategy takes a longer-term view, where we seek to deliver attractive absolute and risk-adjusted returns and supplement market risk with idiosyncratic risk. Moving to Slide 11. Protection Services continues to grow revenue and profit. Revenues, excluding the impact of realized gains and losses, increased 27.1% to $581 million in the second quarter. The increase was driven by continued rapid growth in Allstate Protection Plans and expanding marketing services at Arity due to the integration of LeadCloud and Transparent. ly, which were acquired as part of the National General acquisition. Policies in force increased 15.5% to $147 million, also driven by Allstate Protection Plans and supported by the successful launch with the Home Depot in the first quarter. Adjusted net income was $56 million in the second quarter, representing an increase of $18 million compared to the prior year quarter driven by profitable growth at Allstate Protection Plans and profits at Arity and Allstate Identity Protection. Allstate Protection Plans generated adjusted net income of $42 million in the second quarter and $155 million over the past 12 months. Now let's move to Slide 12, which highlights Allstate's attractive returns and strong capital position. Allstate continued to generate attractive returns in the second quarter with adjusted net income return on equity of 23.8% for the last 12 months, which was 5.8 points higher than the prior year. Excellent capital management and strong financial results have enabled Allstate to return cash to shareholders, while simultaneously investing in growth. We continue to provide significant cash returns to shareholders in the second quarter through a combination of $562 million in share repurchases and $245 million in common stock dividends. We announced the acquisition of SafeAuto in June, leveraging National General's success in integrating companies to accelerate growth. The current $3 billion share repurchase program is expected to be completed in the third quarter. And yesterday, the Board approved a new $5 billion share repurchase authorization to be completed by March 31, 2023. This represents approximately 13% of our current market capitalization. This new authorization continues Allstate's strong track record of providing cash returns to shareholders and reflects, in part, the deployable capital generated by the sale of our life and annuity businesses. Moving to Slide 13. It should be clear that Allstate is an attractive investment opportunity. When you invest in Allstate, you get ownership of a company with advanced capabilities and a clear strategy, delivering superior financial results relative to peers and the broader market. The table below shows Allstate across key financial metrics over the past five years compared to the S&P 500 and property-casualty insurance peers with a market cap of $4 billion or more. As you can see by the four measures on the top, operating EPS, operating return on average equity, cash yield and total shareholder return, Allstate is consistently ranked in the top two or three among its peers. In the case of operating earnings per share and cash yield to common shareholders, Allstate is in the top 10 and top 15%, respectively, compared to the S&P 500. Moving down one row, Allstate's top line revenue growth relative to peers and the S&P 500 is in the middle of the pack. We are committed to accelerating top line performance through Transformative Growth and innovating protection, while continuing to deliver excellent financial results. Moving down to the price-to-earnings ratio. Allstate is well below average, eight out of 10 P&C peers, and in the 10th percentile among the S&P 500. This is an attractive valuation given our market-leading capabilities, excellent returns, future growth prospects and commitment to accelerate growth. I've turned to Slide 14. Let's finish where we started with a more macro and longer-term view of Allstate's execution, innovation and long-term value creation. And this is the whole report card. This is what you get by investing in Allstate. Empowering customers with protection is a core part of our shared purpose. We provide a broad set of protection solutions with over 180 million protection policies in force. You see our name whether you're watching TV, you're in Walmart, you're in Target, you're in Costco, you're in Home Depot. Allstate is ubiquitous out there protecting customers. We constantly achieve industry-leading margins on auto and home insurance and have attractive risk-adjusted investment returns. As a result, the adjusted net income return on equity has averaged 15.6% from 2016 to 2020, ranking number two in our peer group. This has led to a 14.9% annualized total shareholder return over the last five years. We have a history of innovation. Transformative Growth is a multiyear personal, Property-Liability strategy to build a digital platform that offers low-cost, affordable, simple and connected protection solutions. We're simultaneously innovating protection by expanding through telematics, product warranties and identity protection. In telematics, we've taken a broad and aggressive approach with the insurance offerings and the creation of Arity, a leading telematics business. Allstate is also innovating in corporate citizenship, focusing on climate change, privacy and equity. For example, we used an underwriting syndicate for our $1.2 billion bond offering last year that was exclusively minority women and veteran-owned banking enterprises. Long-term value is also being created through proactive capital management and strong governance. Over the past five and 10 years, we've repurchased 25% and 50%, respectively, of outstanding shares. Among the S&P 500, Allstate is in the top 15% of cash provided to shareholders. At the same time, we've successfully invested over $6 billion in acquisitions, including Allstate Protection Plans, Allstate Identity Protection and National General. And of course, strong governance is key to delivering those results. Allstate has an experienced and diverse management team and Board with relevant expertise. Execution, innovation and long-term value creation will continue to drive increased shareholder value. ","q2 adjusted earnings per share $3.79. q2 revenue rose 21.6 percent to $12.6 billion. " "A detailed discussion of the risks and uncertainties that may affect our future results is contained in AMETEK's filings with the SEC. I'll now turn the meeting over to Dave. AMETEK delivered excellent results in the first quarter was stronger than expected sales growth and outstanding operational execution leading to earnings above our expectations. We returned to organic sales growth earlier than expected. And as the economy continues its recovery, we are experiencing strong orders growth resulting in a record backlog. Operationally, our businesses are performing at a high level, delivering impressive margin expansion and strong cash flows. Additionally, we started the year with a notable level of acquisition activity, deploying a record $1.85 billion on five acquisitions thus far in 2021. These acquisitions combined with our strong first quarter results and solid orders momentum led us to substantially increase our full year sales and earnings guidance. AMETEK's success in navigating this difficult environment is a testament to the dedicated and highly talented employees across the company. While we are encouraged with the acceleration of the vaccine rollout, we remain focused on the health and well-being of our employees and we'll remain vigilant in ensuring proper safety protocols are being followed. Now let me turn to the first quarter results. Overall sales in the quarter were up 1% versus the prior year to $1.22 billion. Organic sales were up 1% with the divestiture of Reading Alloys being offset by a two point foreign currency tailwind. Overall, orders in the quarter were a record $1.4 billion, up 16% compared to the same period last year, with organic orders up 9%. This led to a book-to-bill of 1.15 and a record backlog of $2 billion. We are encouraged by the strong orders as many of our businesses are seeing improved demand conditions across our markets, while some of our longer cycle businesses have yet to return to growth. Operating income in the quarter was $293 million, a 6% increase over the first quarter of 2020. Operating margins expanded an impressive 110 basis points to 24.1%. EBITDA in the quarter was $356 million, up 4% over the prior year, with EBITDA margins of 29.2%. This outstanding operating performance led to earnings of $1.07 per diluted share, up 5% versus the first quarter of 2020 and above our guidance range of $0.97 to $1.02. Cash flow in the quarter was also very strong with operating cash flow of 5% to $284 million and free cash flow conversion of 122% of net income. Let me provide some additional details at the operating group level. Our Electronic Instruments Group and Electromechanical Group reported outstanding results in the first quarter, with both groups delivering positive organic sales growth and impressive margin expansion. Sales for Electronic Instruments Group in the quarter were $791 million, up 2% over last year's first quarter driven by modest organic sales growth and a 1.5% foreign currency tailwind. EIG's operating income in the first quarter was $207 million, up 7% versus the same quarter last year and operating margins expanded an impressive 110 basis points to 26.2%. The Electromechanical Group also delivered strong operating performance in the quarter with positive organic sales growth driven by strong demand in our automation business. EMG's first quarter sales were $425 million, down 1% versus the prior year. Organic sales were up 2% in the quarter, while the divestiture of Reading Alloys was a five point headwind and foreign currency was a two point tailwind. EMG's operating income was a record $105 million in the quarter, up 8% compared to the same quarter last year, and EMG's operating margins expanded an exceptional 190 basis points to a record 24.7%. Now turning to acquisitions. As we have discussed, acquisition activity slow considerably in 2020 due to the pandemic. During this time, we acted swiftly to appropriately align our cost structure with the demand environment and to protect and further strengthen our balance sheet to support a meaningful return of M&A in 2021. At the same time, we communicated that our business and acquisition teams remain very active and managing our pipeline of acquisition opportunities. These actions positioned us to capitalize on an improving acquisition environment in a significant manner, deploying $1.85 billion to acquire five excellent businesses, thus far this year. Now, let me take a moment to provide additional color on these deals. I'll start with AMETEK's largest ever acquisition, Abaco Systems, headquartered in Huntsville, Alabama. Abaco is a leading provider of mission-critical embedded computing systems used on key aerospace and defense platforms, along with specialized industrial applications. Abaco's open architecture computing and electronic systems are ruggedized to meet military standards and withstand harsh conditions, including extreme temperatures, altitude and high vibration. As a leading provider of differentiated technology solutions serving attractive, high-growth applications, Abaco nicely complements and expands our existing aerospace and defense platform. Abaco has approximately $325 million in annual sales, and we deployed $1.35 billion on the acquisition. Next, Magnetrol International, based in Aurora, Illinois, Magnetrol is a leading provider of level and flow control solutions for challenging process applications across a diverse set of end markets, including medical, pharmaceutical, oil and gas, food and beverage and general industrial markets. Magnetrol's outstanding strategic fit, weather sensors, test and calibration business. Combined, these businesses form an industry-leading sensor platform with a broad range of level and flow measurement solutions. Magnetrol has annual sales of approximately $100 million, and we deployed $230 million on the acquisition. Today, we announced the acquisition of NSI-MI Technologies, a leading provider of radio frequency and microwave test and measurement solutions based in Suwanee, Georgia. NSI-MI is an exciting addition to our test and measurement platform, given their deep expertise and advanced RF and microwave technologies. They're highly differentiated test and measurement solutions are uniquely positioned to support the continued development of advanced RF and microwave technologies for critical, high-growth applications including 5G wireless communications, autonomous vehicles and specialized defense systems. NSI-MI has annual sales of approximately $90 million, and we deployed $230 million on the acquisition. In addition to these acquisitions, AMETEK also acquired two smaller and yet highly strategic businesses, and [Phonetic] Crank Software and EGS Automation. Crank Software, which is headquartered in Ottawa, Canada is the provider of embedded graphical user interface software and services. Crank's award winning Storyboard software platform is ideally positioned to capitalize on the accelerating demand for smart digitally enabled devices. And EGS Automation is an attractive bolt-on acquisition for our Dunkermotoren business, expanding our presence in the attractive automation market. Located near Dunker's German headquarters, EGS designs and manufactures highly engineered and customized robotic solutions for niche medical, food and beverage and general industrial markets. Combined, these acquisitions add approximately $535 million in annual sales aligned with attractive secular growth markets. Additionally, they provide AMETEK with excellent returns in line with our stated hurdle rates. Each of these integrations is going very well in the early stages of our ownership. AMETEK's decentralized operating structure and proven operating capability provides us the flexibility to successfully integrate the businesses, while continuing to pursue additional acquisitions. We are still working through a strong pipeline of attractive acquisition candidates. And as Bill will discuss in a moment, we have ample balance sheet capacity with approximately $1.8 billion available to support our acquisition strategy. In addition to continued capital deployment on acquisitions, we also remain committed to investing in our businesses. For all of 2021, we expect to invest approximately $95 million in incremental growth investments. These investments are largely centered around our research and development and sales and marketing functions, including targeted investments in support of our digital transformation strategy. Our investments in RD&E continue to yield innovative advanced technology solutions, allowing us to expand our leadership position across our niche markets. For all of 2021, we expect to spend approximately $270 million or 5.5% of sales on RD&E for our base businesses before adding in our recent acquisitions. This level of spend is up 10% over last year's RD&E spend. Now, shifting to our outlook for the remainder of the year. With our strong results in the first quarter, including solid orders growth and a record backlog along with contributions from our recent acquisitions, we have increased our full-year sales and earnings guidance. For 2021, we now expect overall sales to be up high teens on a percentage basis, while organic sales are expected to be up high single-digits on a percentage basis versus 2020. Diluted earnings per share are now expected to be in the range of $4.48 to $4.56, which is an increase of 13% to 15% over last year's comparable basis. This new range is a $0.28 midpoint increase from our previous adjusted earnings guidance of $4.18 to $4.30 per diluted share. For the second quarter, overall sales are anticipated to be up in the low 30% range versus last year's quarter. Second quarter earnings per diluted share are expected to be in the range of $1.08 to $1.10, up 29% to 31% over last year's second quarter. Our revised guidance includes each of the five completed acquisitions. To summarize, AMETEK delivered an excellent first quarter with solid orders and sales growth, strong margin expansion, a high quality of earnings and meaningful capital deployment. These outstanding results speak to the strength and flexibility of the AMETEK growth model, along with the resilience of our world-class workforce. With our differentiated technology solutions, serving a diverse set of niche end markets aligned with attractive secular growth opportunities, we remain firmly positioned to deliver long-term sustainable growth. As Dave highlighted, AMETEK began the year with outstanding results highlighted by strong sales and orders growth and a high quality of earnings. With that, I'll provide additional financial highlights for the quarter. First quarter, general and administrative expenses were $18.6 million, up $3 million from the prior year, largely due to higher compensation expense. As a percentage of total sales, G&A was 1.5% in the quarter. For 2021, general and administrative expenses are now expected to be up approximately $12 million on a return of temporary costs, including compensation. The effective tax rate in the first quarter was 19.5%, which was essentially in line with the adjusted 19.4% reported in the same period last year. For 2021, we continue to expect our effective tax rate to be between 19% and 20%. And as we've stated in the past, actual quarterly tax rates can differ dramatically either positively or negatively from this full year estimated rate. Our businesses continue to do an outstanding job managing their working capital. For the quarter, operating working capital was 14.2%, down 470 basis points from the 18.9% reported in the first quarter of 2020. Just excellent work by our teams on the working capital front. Capital expenditures in the first quarter were $18 million. For the full year we now expect capital expenditures to be approximately $120 million. Depreciation and amortization expense in the first quarter was $65 million. For all of 2021, we now expect depreciation and amortization to be approximately $300 million, including after tax, acquisition-related intangible amortization of approximately $140 million or $0.60 per diluted share. As Dave highlighted, our businesses continue to generate tremendous levels of cash given our asset light business model and strong working capital management. In the first quarter, both operating cash flow and free cash flow were up 5% over last year's first quarter to $284 million and $267 million, respectively. Free cash flow conversion was very strong at 122% of net income in the quarter. Total debt at quarter end was $2.35 billion, down from $2.41 billion at the end of 2020, offsetting this debt with cash and cash equivalents of $1.1 billion. At the end of the first quarter, our gross debt-to-EBITDA ratio was 1.7 times and our net debt-to-EBITDA ratio was 0.9 times. As Dave noted, we've been very active on the acquisition front. During the first quarter, we deployed approximately $270 million on the acquisitions Magnetrol, Crank Software and EGS Automation. Subsequent to the end of the quarter, we deployed approximately $1.58 billion on the acquisition of Abaco Systems and NSI-MI, resulting in $1.85 billion in total capital deployed on strategic acquisitions thus far this year. Also subsequent to the end of the first quarter, we announced we entered into a five-year delayed-draw bank term loan for up to $800 million with existing lenders under our revolving credit facility. Proceeds from the term loan will be used to repay borrowings under our revolving credit facility following the recent acquisition activities and to provide capital to further support our acquisition growth strategy. Following the acquisitions of Abaco and NSI, our gross debt-to-EBITDA ratio and our net debt-to-EBITDA ratio is expected to be 1.9 times and 1.7 times, respectively, at the end of the second quarter. We continue to have an excellent financial capacity with approximately $1.8 billion of cash and existing credit facilities to support our growth initiatives. To summarize, our businesses drove excellent performance in the first quarter with high quality results that outpaced our expectations. We remain poised for significant growth in 2021, given our strong balance sheet, outstanding cash flows and the efforts of our talented workforce. ","compname reports q1 adjusted earnings per share $1.07. q1 adjusted earnings per share $1.07. q1 sales rose 1 percent to $1.22 billion. ametek - for 2021, now expect overall sales to be up high teens on a percentage basis compared to prior year, with organic sales up high single digits. adjusted earnings per diluted share are expected to be in range of $4.48 to $4.56 for 2021. overall sales in q2 are expected to be up in low 30% range versus q2 of 2020. anticipate adjusted earnings per diluted share will be in range of $1.08 to $1.10 for q2 2021. " "Growth continues to be a theme for AMG as evidenced by our outstanding second-quarter results, which were driven by the consistent execution of our strategy and enhanced by our focus on new investments. Economic earnings per share of $4.03 grew 47% year over year and represented the strongest second quarter in our history, primarily driven by EBITDA growth of 40% and ongoing share repurchase activity. Year to date, our affiliates excellent absolute and relative investment performance has resulted in higher asset levels, enhanced organic growth, and meaningful performance fees. We began the quarter by announcing our new investment in OCP Asia, increasing our exposure to the region and its fast-growing private credit markets, and we ended the quarter with the announcement of our newest partnership in Parnassus, the largest independent ESG-dedicated fund manager in the industry. Together with our recent investment in Boston Common, a long-term leader in impact investing, we expect that these new affiliates will contribute over 90 million in EBITDA in 2022 and contribute meaningfully to our organic growth over time. And we are only halfway through 2021. With the addition of Parnassus, our run-rate EBITDA is now over 1 billion, increasing our opportunity to invest in new affiliates and areas of secular growth and in resources to enhance the growth of our existing affiliates, including strategic growth capital and distribution. As evidenced by our seven new partnerships, which we've established over the last two years, our model is resonating with the highest quality independent investment firms in the industry. Looking ahead, we see an even greater opportunity to execute on our new investment opportunity set, given the favorable transaction environment, AMG's strong competitive position, and the increasing demand for our partnership solutions. As I highlighted in prior quarters, throughout the pandemic, a number of client demand trends have remained intact, including the ongoing demand for illiquid alternatives, while other trends have accelerated, such as the appetite for responsible and impact investing, all against the backdrop of an improving environment for active management. Our strategy is focused on investing in areas of secular growth and our new investments in 2021 reflect this focus as we've increased our exposure to fast-growing segments such as Asia, private markets and ESG. With the addition of Parnassus, Boston Common, and Inclusive Capital Partners, AMG's affiliates will now manage more than 80 billion in dedicated ESG strategies, and more than 600 billion in strategies that integrate ESG into their investment process, and they are positioned to capitalize on future growth as investors around the world continue to turn to active managers for responsible and impact investing. A pioneer in sustainable investing, Parnassus has a 37-year track record of investing based on principles and performance, achieving attractive risk-adjusted returns by building portfolios that also have a positive societal impact. We have known Ben Allen, Todd Alston, and their partners for nearly a decade. And when it came time for Parnassus to choose a permanent partner and complete the first generational transition in the firm's long-term succession plan, they chose AMG. We believe that AMG's partnership approach is the best solution in the market today for independent firms. As it preserves the alignment between clients and partners across multiple generations while maintaining unique entrepreneurial cultures of partner-owned firms. And this will be especially important to Parnassus given its leading market position and responsible and impact investing. Succession planning has been and continues to be a core component of AMG's partnership approach as generational succession and demographically driven transition is inevitable for partner-owned firms. Selecting an experienced supportive partner is critical to the long-term success of these independent firms. AMG's expertise and collaborating with affiliates to develop and execute management transition plans and align incentives across generations of affiliate partners remains a significant differentiating factor as firms select AMG as their institutional partner. Today, having worked with affiliates on these matters for nearly three decades, AMG is able to provide customized solutions for new partnerships based on our foundational principles of independence, alignment, and support. Over the past two years, we have significantly enhanced our strategic focus and our resources dedicated to originating, structuring, and executing on new investments. For the first time since 2016, the majority of our cash flow will be deployed in new affiliate, investments already announced with additional high-quality prospects in our transaction pipeline. As I said before, growth was certainly a theme for the second quarter. In addition to new investments, the strategic actions we have taken to invest in our affiliates and in distribution resources on behalf of our affiliates are also key contributors to that growth. During the quarter, we completed the evolution of our U.S. wealth platform, AMG Funds, to an affiliate-only model, consistent with our institutional distribution strategy. We have received shareholder approval for all funds transitioning from external sub-advisors, resulting in an incremental 4 billion in assets now being managed by our affiliates. As part of these changes, we are offering a more differentiated product lineup at lower fees and providing clients access to excellent affiliate strategies, including in attractive areas such as ESG equities and fixed income, Asian equities, and international equities. This is an important evolution of our strategy as all of AMG's operations and resources across our institutional wealth platforms globally are now fully aligned with our affiliates, which positions us to deliver meaningful additional organic growth over time. And this is just one example of shareholder value creation through investments in our affiliates growth. Several years ago, we ceded the AMG Pantheon's fund with $10 million, given the opportunity we saw to provide U.S. wealth investors access to private equity portfolios. And last week, the fund reached a significant milestone, crossing the $0.5 billion mark in AUM. The fund's performance is outstanding and its organic growth is accelerating as U.S. wealth investors are seeing the benefits of allocating to private equity in their portfolios. This is a great example of how AMG's central capabilities can drive new growth areas for our affiliates. In addition, we have been actively investing in affiliates through lift-outs, including global sustainable equities and fixed-income teams at Artemis and more recently at Pantheon, where we assisted in lifting out our real estate team for its global infrastructure and real assets platform. Finally, the strength and momentum that we described in our business at the start of the year has only just begun to manifest in our results. As we look forward to the second half of 2021 and the full-year 2022, we see tremendous opportunity to further build on this momentum through the continued execution of our strategy to drive top-line EBITDA growth, which, together with share repurchases, will further compound our earnings per share and create meaningful shareholder value over time. Our second-quarter results demonstrate the differentiated growth drivers inherent in AMG's business model. and our ability to create shareholder value now and into the future. Our affiliates delivered strong investment performance. We generated net inflows excluding Quant strategies. We put significant capital to work both in new partnerships and investments in affiliates, and we repurchased stock in the quarter, evidencing our ability to compound growth through each of our cor earnings drivers. For the quarter, adjusted EBITDA of 227 million grew 40% year over year, driven by strong affiliate investment performance in markets and the impact of our growth investments. Economic earnings per share of $4.03 grew 47% year over year. Further benefiting from share repurchase activity. Net client cash inflows, excluding certain quantitative strategies, worth 3 billion in the quarter, driven by private markets, specialty fixed income, U.S. equities, ESG strategies, and the strategic evolution of our U.S. wealth platform, AMG Funds. Outflows from certain quant strategies totaled 11 billion and had a de minimis impact on our earnings. Our organic growth profile continues to improve as clients seek active management solutions in the face of a more volatile market environment, and we continue to add new affiliates in areas of secular growth, including ESG, Asia, and private markets. Turning to performance by asset class and excluding certain quantitative strategies. In alternatives, our illiquid strategies posted another strong quarter, with 3.7 billion in net inflows, led by strong fundraising at Pantheon, EIG, and Bearing. Performance in this category remained strong, with more than 90% of assets outperforming benchmarks in the most recent and prior vintages. Private markets businesses like OCP Asia, continue to be a focus area for us from a new investment perspective and represent a significant source of management fee earnings stability and performance fee potential over the long term. Within liquid alternatives, net inflows were 1.4 billion, supported by continued client appetite for alternative sources of risk and return in the low-yield environment. Including at affiliates such as Garda and Capula. We continue to see significant performance fee generation in this category, reflecting our excellent performance across our concentrated long-only equity and specialty fixed income strategies. Moving to global equities. We reported net outflows of 6.3 billion, driven by idiosyncratic, lower fee institutional reallocation activity. These mandates accounted for approximately two-thirds of the outflows in this category. Long-term global equity performance continues to be strong, particularly in strategies that are meaningful contributors to our EBITDA. Momentum in our U.S. equity strategies continues with inflows of 2.9 billion, driven by strong client demand, particularly for our value-focused strategies managed by leading firms such as River Road and Yactman and our small-cap strategies. Our performance continues to be strong in this category and with our recent investments in Jackson Square, Boston Common, and Parnassus. Going forward, we have a balanced mix of high-performing growth and value strategies. Our multi-asset and fixed-income category generated inflows of nearly $1 billion, primarily driven by ongoing demand for muni-bond strategies and wealth-management solutions, particularly at GW&K and Baker Street this quarter. For the second quarter, adjusted EBITDA of 227 million grew 40% year over year, driven by strong affiliate performance in markets and additional earnings power from our recent new affiliate investments. Our adjusted EBITDA included 16 million of performance fees, and as I mentioned previously, reflects excellent affiliate investment performance, particularly in our liquid alternatives category. Economic earnings per share of $4.03 grew 47% year over year, further benefiting from ongoing share repurchase activity. Our recently announced partnership with Parnassus is expected to close early in the fourth quarter and will therefore have a partial-year impact on our financial results in 2021. Net of onetime transaction costs, we expect Parnassus to contribute approximately $15 million to our fourth-quarter EBITDA results. On a full-year 2022 basis, we expect Parnassus to contribute approximately 70 million of EBITDA and $1.30 of economic earnings per share. Now moving to specific modeling items for the third quarter. We expect adjusted EBITDA to be in the range of 215 to 220 million based on current AUM levels, which reflect a flat market blend through yesterday and seasonally lower performance fees of up to 5 million. Our share of interest expense was $27 million for the second quarter, and we expect interest expense to be 28 million in the third quarter, reflecting our recent hybrid bond offering. Controlling interest depreciation was 2 million in the second quarter, and we expect the third quarter to be at a similar level. Our share of reported amortization and impairments was 36 million for the second quarter, and we expect it to be similar in the third quarter. Our effective GAAP and cash tax rates were 36 and 18%, respectively, for the second quarter and we expect GAAP and cash tax rates to be 25 and 18%, respectively, for the third quarter. Intangible-related deferred taxes were 31 million this quarter and we expect this to decline to a more normalized level of 12 million in the third quarter. Both our GAAP tax rate and intangible-related deferred taxes were elevated this quarter as a result of recently enacted U.K. tax rate changes and did not impact economic net income or economic earnings per share. Other economic items were negative 4 million. In the third quarter, for modeling purposes, we expect other economic items, excluding any mark-to-market impact on GPNC to be 1 million. Our adjusted weighted average share count for the second quarter was 42.5 million, and we expect our share count to be approximately 42.1 million for the third quarter. Finally, turning to the balance sheet and capital allocation. Our balance sheet remains a source of strength as we invest for growth and consistently return capital to shareholders. Earlier this month, we further enhanced the balance sheet by issuing a 40-year $200 million hybrid bond at an asset management industry low coupon of 4.2%. We continue to prioritize extending duration, enhancing flexibility, and maintaining significant capacity to allocate capital to fuel our growth strategy. We also remain committed to returning excess cash to our shareholders. In the second quarter, we repurchased $80 million of shares, bringing us to $290 million year to date, and we remain on track for $500 million of repurchases for the full year, subject to market conditions and the timing of new affiliate investments. Over the last 24 months, we've returned nearly $1 billion of excess capital to shareholders, having repurchased nearly 20% of our shares outstanding, while simultaneously partnering with seven new affiliates, and investing in our existing affiliates and centralized capabilities. As Jay highlighted in his remarks, our strong results this quarter demonstrate AMG's differentiated growth drivers and highlight the strength of our business model and the efficacy of our strategy. The momentum in our business continues to accelerate, and we are putting our capital and resources to work to compound growth over time. Our recent new investments in affiliates add significant and growing earnings power to our business and together with our strong capital position and demonstrated ability to return capital to shareholders, we are well-positioned to deliver shareholder value over time. ","compname reports earnings per share of $2.55, economic earnings per share of $4.03 in the second quarter of 2021. " "2020 was an extraordinary year, and the consistent execution of AMG's long-term strategy resulted in strong business performance and growth. Complex operating conditions in volatile markets accelerated transition across the investment management industry with a number of our peers and competitors pursuing scale while others look to divest or exit businesses altogether. Throughout this period, AMG remained committed to our fundamental principles. That investment performance is about skill, not scale. That investment alpha is best generated by differentiated active managers and that the entrepreneurial investment-centric cultures of independent partner-owned firms offer clients the greatest opportunity for alpha. As a result, we remain focused on executing our long-term strategy with excellence and discipline. Our affiliates built on their strong long-term performance records, demonstrating their ability to distinguish themselves across market cycles, including during volatile periods like 2020. Today, approximately three-quarters of our products are outperforming their long-term benchmarks on an EBITDA basis. Our affiliates also continue to evolve and enhance their product offerings, often in collaboration with AMG, expanding their abilities to meet long-term client needs. Overall, AMG emerged from the unprecedented events of 2020 in an even stronger position than we entered the year. And we entered 2021 with significant momentum across our business and substantial capacity and flexibility to generate meaningful additional earnings growth and shareholder value. Turning to our results. Since the second quarter of 2020, the earnings power of our business has increased considerably driven by the strong and improving performance from the large majority of our affiliates, combined with the impact of strategic investments and actions we have taken to reposition our business over the past 18 months. These collective actions contributed to year-over-year growth in EBITDA of 27% in the fourth quarter, driven by growth in management fees and performance fees, as well as operational efficiency. We also capitalized on the market environment in 2020 to strengthen our balance sheet and improve flexibility for the benefit of our shareholders. With our enhanced capital position and substantial free cash flow, we deployed more than $800 million across the combination of growth investments and share repurchases, including new partnerships with Comvest, Jackson Square and Boston Common while simultaneously repurchasing 10% of our shares over the course of the year. AMG had a strong finish to 2020 but the results do not fully capture the magnitude of the earnings power heading into 2021, during which significant market, business performance and new investment tailwinds will further contribute to our earnings growth. In the second half of 2020, business activity and client flows in private markets, wealth management and specialty fixed income were particularly strong. These areas collectively account for more than one-third of our EBITDA and are becoming a more significant contributor to our overall growth profile. Our fundamental equity and liquid alternative strategies are better positioned today given their improved track records, increased performance fee opportunity and enhanced potential to generate organic growth. In addition to the building momentum of our existing affiliates. The incremental earnings contribution of our 2020 new investments will be fully realized in our 2021 results given the timing of these investments over the course of the year. And finally, given our substantial liquidity and cash flow generation, we expect to continue to deploy significant capital in 2021 across both our new investment pipeline and additional share repurchases. For all of these reasons, as we enter this year, we are confident in AMG's forward prospects and our ability to generate meaningful growth in economic earnings per share. As you know, AMG is a leader in partnering with independent asset management firms. We have continued to evolve our approach to meet the ongoing needs of our affiliates as they grow their businesses over time. Today, we offer a uniquely broad set of partnership solutions for independent firms, including growth capital, distribution support, minority investments and long-term succession planning. Our differentiated approach continues to resonate with the highest quality independent firms as evidenced by our new investments over the course of 2020, which included Comvest Partners, a premier middle market private equity and private credit firm, which is an area of high client demand and increasing allocations; Jackson Square Partners, a leader in global equities with an outstanding reputation and track record for managing high conviction portfolios, and Boston Common Asset Management, a woman-owned innovator in global, sustainable and impact investing, which has significant organic growth prospects given their long record of success in ESG investing. Together, these new investments evidence the power and breadth of AMG solution set. And all three firms have joined our global distribution platform to expand their client reach across channels and geographies. Individually, each new partnership underscores AMG's focus on investing in high-quality, growing businesses at disciplined valuations through customized structures designed to deliver returns across a range of outcomes. With our unique competitive position and proprietary relationships, our new investment activity remains high. Across a broader universe of firms around the world, prospective affiliates are increasingly engaging with us. Notably, Boston Common is our second partnership with a specialist in sustainable investing following inclusive capital last year. Client appetite for responsible and impact investing is steadily increasing, and this is an important moment in time for the asset management industry to address long-term sustainability through capital allocation. We and our affiliates are increasingly focused on this imperative. We are closely collaborating to support affiliates' increased engagement and participation in responsible capitalism, particularly with respect to their product offerings. For example, we are providing capital resources to Artemis as they launch a dedicated sustainable global equity strategy. And similarly, we supported GW&K in building out a suite of sustainable fixed income strategies, which AMG is now distributing. More broadly, our global sales teams are bringing client insight to other affiliates with respect to integrating ESG into investment processes. Ultimately, we believe that independent active managers are best positioned to generate investment alpha as clients grow their allocations to ESG investing, and our affiliates are increasingly participating in this growth area. In its most fundamental way, sustainability, from the perspective of long-termism and the preservation of a firm's ability to build and create value over time, has been at the very heart of AMG's business purpose since our inception in 1993. AMG's foundational principles support enhances the long-term duration of independent firms through succession planning. We help partner-owned firms to manage their greatest asset and their greatest risk, human capital, and to preserve and enhance partner alignment with their most important stakeholder, their clients. In addition to human capital, AMG also offers capabilities to assist affiliates in addressing other long-term risks, including operational, regulatory and reputational support. In helping our affiliates to manage long-term risk and enhance their ability to grow over time, AMG has focused on sustainability of independent partner-owned firms for nearly 30 years. And as we build upon our three decades of successful partnerships and position ourselves for the future, the impact of the strategic and growth investments that we have made over the past two years are beginning to materialize in our results as they did in the fourth quarter and will more fully manifest in the years ahead. Over this period, we have invested in four new affiliates. We have invested in the growth of our existing affiliates. We broadened our partnership solution offering. We enhanced our strategic capabilities. We realigned our distribution platforms with the greatest opportunities, and we significantly enhanced our capital position. We have achieved all of this while reinvigorating AMG's entrepreneurial culture and reestablishing an ownership mindset across the entire organization. Looking ahead to 2021. We have significant momentum in our business and heightened conviction in our strategy. As we continue to generate increasing levels of free cash flow, and we invest that capital into our growth initiatives while returning excess capital through share repurchases, AMG's long-term opportunity to compound earnings is clear and positions us to deliver significant shareholder value over time. As Jay discussed, strategic changes taking place in our industry are creating significant disruption, and that disruption is highlighting AMG's long-standing belief in the value proposition of independent partner-owned firms and their unique alignment with their clients. At the same time, focused execution against our strategy is producing results in both our quarterly earnings and our expectations for future growth. We entered 2021 with significant momentum across our business, increasing earnings power and a stronger and more flexible balance sheet to execute on the considerable opportunities ahead of us to generate shareholder value. Turning to the quarter. Adjusted EBITDA of $255 million grew 27% year over year, driven by strength in both management and performance fees, and economic earnings per share of $4.22 benefited from an enhanced level of share repurchase activity. AMG delivered strong earnings growth despite net client cash outflows of $15.8 billion that were driven by certain quantitative strategies and seasonal client redemptions. Quantitative strategies accounted for 95% of outflows in the quarter while contributing approximately 3% of run rate EBITDA. Away from quant and taking into account seasonality, our underlying organic growth trends continued to improve, and client flows were positive in the quarter. Strong investment performance and an increasingly attractive environment for allocating to active managers drove further stabilization in fundamental equities. And affiliate strategies across illiquid alternatives, wealth management and specialty fixed income generated significant positive net flows and continued to contribute an increasing proportion of our earnings. Turning to our asset class breakdown and excluding challenged quantitative strategies. In alternatives, we reported net inflows of $700 million in the fourth quarter, reflecting ongoing momentum across our illiquid alternative affiliates. Strength in private markets was partially offset by $2 billion in seasonal redemptions in certain liquid alternative strategies with fourth-quarter liquidity windows. Fundraising remains strong at Pantheon, Baring, EIG and Comvest as clients continue to steadily increase private market allocations globally. Performance in this category has been excellent as our affiliates have been deploying dry powder into attractive return opportunities, including across Asia private equity, global secondaries, co-investments and credit funds. Overall, our private markets book remains a significant source of earnings growth, accounting for nearly 20% of management fee EBITDA and continues to build future carried interest potential. Within liquid alternatives, our affiliates continue to post strong performance across relative value fixed income and concentrated long-only strategies, which collectively generated the majority of our performance fees in 2020. Garda and ValueAct, among others, produced very strong returns in 2020, and our liquid alternative strategies enter 2021 well positioned to deliver for clients. Moving to fundamental equities. We reported net outflows of $2.3 billion in global equities and $1.1 billion in U.S. equities, partly due to the impact of retail seasonality. We continue to generate positive organic growth in areas where client demand for active converges with top quartile performance, including at Harding Loevner, Veritas and GW&K. Our investment performance across our fundamental equity strategies continues to be very strong with approximately 80% of fundamental equity AUM above benchmark for the five-year period, significantly outpacing the 62% level of two years ago. And with that strong performance, coupled with a more favorable macro environment for active investing, we are well positioned for future organic growth. In particular, we are seeing increasing momentum in client conversations regarding value strategies, where overall industry dynamics have improved and our affiliates continued to deliver strong relative investment performance. Multi-asset and fixed income strategies posted another strong quarter of organic growth, generating $1.9 billion of net inflows driven by muni bond strategies and broader wealth solutions at GW&K and Baker Street. This area of our business continues to deliver steady, long duration inflows, and we anticipate ongoing client demand trends to support future growth. In aggregate, AMG is well positioned to generate positive flows over time given our Affiliates' participation in areas supported by long-term client demand trends and their differentiated ability to deliver superior outcomes for clients. Now, turning to financials. For the fourth quarter, adjusted EBITDA of $255 million grew 27% year over year, driven by strong investment performance, higher markets, lower corporate expenses and the impact of growth investments in both existing and new affiliates, including affiliate equity purchases. Adjusted EBITDA included $60 million of performance fees, driven by strong investment performance across a broad array of alpha-oriented strategies. Economic earnings per share of $4.22 and further benefited from an elevated level of share repurchase activity, which I'll expand on in a moment. For the full year, performance fees of $86 million represented approximately 11% of our earnings. With a diverse and growing performance fee opportunity, we are entering 2021 well positioned for continued strength in this area. Now, moving to specific modeling items for the first quarter. We expect adjusted EBITDA to be in the range of 240 to 250 million based on current AUM levels, reflecting our market blend, which was up 2.5% as of Friday. Our estimate includes a performance fee range of 35 to 45 million, reflecting normal seasonality and strong performance at our liquid alternative managers. Our share of interest expense was 27 million for the fourth quarter, reflecting the impact of our hybrid debt offering. We expect interest expense to remain at a similar level for the first quarter. Controlling interest depreciation was 2 million in the fourth quarter, and we expect a consistent level for the first quarter. Our share of reported amortization and impairments was 87 million for the fourth quarter. In the first quarter, we expect this line item to be approximately 40 million. Our effective GAAP and cash tax rates were 24 and 25% for the fourth quarter. For modeling purposes, we expect our GAAP and cash tax rates to be approximately 25 and 19%, respectively, for the first quarter. Intangible-related deferred taxes were negative 3 million in the fourth quarter, and we expect intangible related deferred taxes to be 9 million in the first quarter. Other economic items were negative 8 million and included the mark to market impact on GP and seed capital investments. In the first quarter, for modeling purposes, we expect other economic items, excluding any mark-to-market impact on GP and seed to be 1 million. Our adjusted weighted average share count for the fourth quarter was 45.3 million, and we expect share count to be approximately 43 million for the first quarter. Turning to the balance sheet and capital allocation. Over the course of 2020, we continue to position the company for growth, taking advantage of the historically attractive financing environment to enhance our capital position by building additional liquidity and flexibility. We doubled the duration of our debt to 15 years while keeping our cost of debt unchanged, enhanced our capital flexibility by issuing junior hybrid debt and significantly improved our liquidity position, including the repurposing of our dividend in favor of share repurchases. As a result of these actions, our balance sheet is in excellent position heading into 2021. And together with the flexibility provided by our significant discretionary free cash flow, we feel confident in our ability to invest for growth and simultaneously return significant excess cash to shareholders. In 2020, we allocated the cash flow generated by our business toward a combination of growth investments and capital return to shareholders primarily through share repurchases. We invested approximately 400 million of capital into growth investments across four new affiliate partnerships, an elevated level of Affiliate equity purchases and seed and GP capital commitments. In addition, we repurchased 430 million of shares during the year, repurchasing 10% of our shares outstanding. In the fourth quarter, we repurchased 226 million of shares versus our guidance of at least 100 million. The additional 126 million of repurchases in the quarter reflects strong business performance in the second half of 2020 and significant incremental cash generated from performance fees and tax benefits. Looking ahead, through the combination of higher run rate cash generation, a more normalized level of Affiliate repurchases and our strong liquidity position, we have the flexibility to continue to increase discretionary capital allocation to both growth investments and capital return. In the first quarter, we expect to repurchase approximately 200 million of shares, which is elevated by 100 million as a function of our strong year-end cash position and first-quarter performance fee expectations. Finally, turning to full-year guidance. While we haven't given full-year guidance in some time, given the sharp move in equity markets, the increased earnings power of the business on both a management fee and performance fee basis, our strong liquidity position and heightened share repurchase activity, we are providing earnings guidance for 2021. We expect economic earnings per share to be in the range of $15.50 to $17, reflecting an adjusted EBITDA range of 875 million to $940 million. The midpoint of that range includes a market performance through last Friday and 2% quarterly market growth starting in the second quarter, performance fee contribution of approximately 10% of earnings and a weighted average share count for the year of approximately 41.5 million, which reflects $500 million of excess capital returned through share repurchases. I would note that while we are not including the impact of new investments in earnings guidance, given timing uncertainty, new investment activity is incorporated into our capital planning and would provide incremental upside to this earnings guidance. Both our first quarter and full-year guidance are subject to forward prospects for new investments and market conditions. As Jay discussed, 2020 was a year of unprecedented events and change, and we've remained focused on establishing new partnerships, supporting growth initiatives at our existing affiliates, positioning our balance sheet for future growth and returning excess capital to shareholders through repurchases. We come into 2021 with even more conviction in our strategy and our ability to deploy capital to compound long-term earnings growth and create value for our shareholders. ","compname reports earnings per share of $2.54, economic earnings per share of $4.22 in fourth quarter. " "AMG achieved outstanding results in 2021 through the strong execution of our growth strategy, the excellent performance of our affiliates and increasing momentum across our business. AMG generated over $1 billion of EBITDA, up 33% year over year, and record economic earnings per share of $18.28, representing annual growth of 37%. Our demonstrated commitment to investing for growth across both existing and new affiliates while simultaneously returning capital to shareholders has resulted in significant business momentum and compounded earnings growth, which continues in 2022. Stepping back, over the last few years, we have renewed our focus on AMG's foundational values of entrepreneurial spirit, ownership mindset, and disciplined execution, which has resulted in reinvigorating our new investment strategy, enhancing our strategic engagement with affiliates, and realigning our resources with our most significant growth opportunities. Through these initiatives, we have meaningfully increased our long-term earnings power, and more importantly, are reshaping our business in favor of fast-growing areas, including private markets, liquid alternatives, Asia, wealth management, and ESG. All of which are well positioned to deliver strong growth over time. More broadly, we believe that the investment environment has fundamentally changed. Following a decade of globally coordinated monetary policy, ultra low rates, and highly correlated returns across asset classes. A new paradigm is forming. Looking ahead, given the combination of elevated inflation, rising interest rates, and an increasing focus on climate change and sustainability, taking an active approach to investing is critical to achieving clients' goals and objectives. AMG's affiliates are industry-leading active managers, with proven track records of delivering excellent risk-adjusted returns for clients across market cycles and are well positioned for this evolving environment. In parallel with the fundamental shift in the investment environment, clients are changing the way they manage their exposures as well. And all of these developing trends will continue to shape our strategy and the way that we and our affiliates engage with clients. Among the trends that are influencing both our capital allocation decisions and our financial results are the ongoing demand for private markets, the diversifying power of uncorrelated liquid alternatives, and an increasing appetite for sustainable investing. Today, AMG is structurally well positioned in these areas. Within private markets, our Affiliates manage $120 billion in assets under management across roughly 30 global and regional private equity, credit, direct lending, real estate, infrastructure, and private market solution strategies, offering investors diversification, income, and inflation protection across market cycles. We have established three new partnerships in this segment over the last 24 months, in Comvest, OCP Asia, and Abacus, and have invested in distribution and product development at Pantheon, PFM, and Baring Asia to continue to address growing demand for both institutional and wealth investors globally. And now that we have completed the repositioning of our U.S. Wealth platform, we are investing in private markets, resources, and product development to accelerate our Affiliates growth in this attractive client segment. Collectively, our Affiliates have raised nearly $25 billion in the private markets over the course of 2021, generating organic growth north of 20%, and each have significant dry power -- powder to capitalize on market opportunities ahead. The changing environment is also creating greater opportunities for liquid alternatives as correlations fall across markets and the demand for these unique return streams has rapidly improved. Our liquid alternative Affiliates had an excellent year in 2021, generating significant returns and performance fees while navigating volatility and protecting capital. Strong flow trends continue for Capula and Garda, and each is focused on product innovation. And we began 2022 with an incremental investment in Systematica, one of the industry's leading technology-driven alternative managers. Through Leda Braga's outstanding leadership, Systematica has grown and diversified substantially since AMG's initial investment in 2016 and is well positioned to benefit from increasing client demand for absolute return streams and portfolio diversification. A consistent theme across our client conversations today is the desire for and increasing focus on sustainable investing and active stewardship. As I've said before, sustainable investing requires an active approach, and our affiliates are benefiting as clients increasingly engage high-quality active managers to generate positive impact in communities worldwide. Dedicated ESG strategies across our Affiliates now account for over $90 billion of our assets under management, a segment that is growing organically at a double-digit rate. Two ESG pioneers, Parnassus and Boston Common, joined as new affiliates in 2021, each with a multi-decade and differentiated track record of sustainable investing. In addition, we are collaborating with a number of our affiliates to broaden their capabilities in this area. As client demand for ESG investing continues to accelerate, our Affiliates authentic approach will be an ongoing area of differentiation for AMG. Our strategic focus on the fast-growing areas of private markets, liquid alternatives, and ESG strategies, along with our Asia focus and wealth management businesses, have collectively become a more significant contributor to our overall growth profile. Our Affiliates in these areas generate approximately $35 billion in net client flows, which accelerated in the second half of the year, and we will continue to invest in these attractive areas. As I said earlier, we are focused on long-term sustainable growth. And the strategic decisions we are making today with our capital and resources are aligned with the growth opportunities we see over the next decade. AMG's business model is uniquely advantaged in this respect. We have the ability to shape and scale our earnings power through new investments, the magnitude of which is evident across our recent transactions. In 2021, we partnered with four new affiliates operating in fast-growing areas. And so far in 2022, we've made a significant incremental investment in Systematica, which together will contribute approximately $120 million in annual EBITDA going forward. AMG has been one of the most active investors in independent asset managers over the past 24 months. Our partnership approach is resonating with the highest quality partner-owned investment firms. And looking ahead, we are confident in our ability to execute on our new investment opportunity set given the favorable transaction environment, AMG's strong competitive position and increasing demand for our unique partnership solutions. As we continue to invest in high-quality new affiliates and in growth opportunities at existing affiliates using a disciplined capital allocation framework, we are able to meaningfully enhance our growth profile over time. Given our ability to invest for growth and evolve the shape of our business, together with share repurchases, the long-term opportunity to compound earnings growth is clear. And we are uniquely positioned to deliver significant shareholder value over time. As Jay highlighted, we delivered excellent results in 2021, with strong momentum across Affiliate performance, organic growth and capital deployment. And we entered 2022 with enhanced earnings power and significant liquidity and capital flexibility. Our diverse group of Affiliates is well positioned to deliver strong outcomes for clients in an environment where active management is critical to navigating the fundamentally changing investment landscape. And we continue to focus on strategically evolving our business toward attractive secular growth areas and driving long-term durable earnings growth. Turning to the quarter. Adjusted EBITDA of $357 million grew 40% year over year and economic earnings per share totaled $6.10, up 45% year over year. On a full year basis, adjusted EBITDA of $1.06 billion and economic earnings per share of $18.28 each grew more than 30% versus the prior year. Net client cash flows, excluding certain quantitative strategies, were $4 billion for the quarter. Outflows from certain quant strategies totaled $10 billion and continue to have a de minimis impact on our earnings. Over the course of 2021, our core organic growth trends gained momentum quarter by quarter, delivering $14 billion in total inflows ex quant for the year. We enter 2022 with an enhanced overall AUM, earnings and organic growth profile, with a strong presence across private markets, liquid alternatives, Asia, wealth management, and ESG strategies, areas where active management is delivering significant value for clients, and growth is accelerating. Turning to business performance by asset class and excluding certain quantitative strategies. In alternatives, net inflows totaled $12 billion, driven by strength across private markets and liquid alternatives, and reflected the continuing impact of our strategy to evolve our business toward growth. In private markets, we continue to see very strong fundraising levels across Baring Asia, Pantheon, EIG, and Comvest, with net inflows totaling $9 billion for the quarter and nearly $25 billion for the full year. Interest in private market strategies continues to grow as both retail institutional clients seeking long-term returns and alternative sources of income look to increase their allocations. And these long-duration assets are adding further stability and diversity to our earnings. We are also experiencing increasing demand for our liquid alternative strategies given their excellent performance track records and demonstrated ability to deliver absolute returns and uncorrelated alpha to client portfolios. Collectively, our liquid alternative managers, including Systematica, ValueAct, Capula, and Garda, delivered outstanding performance to clients in 2021 and generated substantial management and performance fees for AMG. Moving to global equities. Net outflows of $8 billion were driven by two large institutional redemptions, which accounted for two-thirds of the activity in this category. Overall, our affiliates investment performance remains strong and the environment for high-quality active managers continues to be favorable. Our global equity affiliates offer differentiated strategies where we continue to see client demand, including in Asian equities and ESG. We are confident that with our strong performance and diverse offerings, we are well positioned to attract increased client allocations in the future. Within U.S. equities, we reported net outflows of $1 billion, reflecting Q4 seasonality. We are excited about the growth potential for this category overall. And our long-term investment performance remains excellent, with approximately 75% of assets outperforming on a 5-year basis. We experienced strong demand for our ESG and value-oriented affiliates, including Boston Common, Parnassus, Yacktman, and River Road, and are well placed to benefit in 2022 from current market trends and investor focus on sustainable and impact investing as well as the implications of higher rates and inflation. And lastly, in multi-asset and fixed income, we generated inflows of $1.5 billion for the quarter and $4 billion for the full year, with a continuation of steady growth in our wealth management businesses. These businesses continue to deliver a valuable combination of organic growth and long-duration assets and earnings. For the fourth quarter, adjusted EBITDA of $357 million grew 40% year over year, driven by strong affiliate performance and the addition of our recent new affiliate investments. Economic earnings per share of $6.10 grew 45% year over year, further benefiting from share repurchases. We generated $122 million of net performance fees in the fourth quarter, driven by excellent investment performance, most notably in our liquid alternatives category. And we see a growing opportunity to generate performance fees across our diverse set of absolute return, beta sensitive, and private market strategies that builds on itself over time, as strong performance leads to inflows, which translate into higher asset levels and a greater opportunity to generate earnings growth in the future. Historically, performance fees have proven consistent and durable, averaging approximately 10% of annual earnings, with significant upside asymmetry to those levels in certain years, similar to what we experienced in 2021. Not only do performance fees contribute a steady recurring earnings stream, but they also represent a meaningful source of capital to facilitate the execution of our long-term growth strategy. Now moving to specific modeling items for the first quarter. We expect adjusted EBITDA to be in the range of $235 million to $245 million based on current AUM levels, which reflect our market blend, down approximately 4% through Friday. This guidance reflects performance fees of up to $10 million and the full impact of our recent investments in Abacus and Systematica. Our share of interest expense was $29 million for the fourth quarter, and we expect a similar level in the first quarter. Controlling interest depreciation was $2 million in the fourth quarter, and we expect the first quarter to be at a similar level. Our share of reported amortization and impairments was $88 million for the fourth quarter. We expect it to be approximately $30 million in the first quarter. Our effective GAAP and cash tax rates were 30% for the fourth quarter. And we expect GAAP and cash tax rates to be 26% and 18%, respectively, in the first quarter. Intangible-related deferred taxes were $1 million this quarter, and we are expecting $15 million in the first quarter. Other economic item adjustments were negative $12 million for the fourth, reflecting the exclusion of mark-to-market gains. In the first quarter, for modeling purposes, we expect other economic items, excluding any mark-to-market, to be $1 million. Our adjusted weighted average share count for the fourth quarter was 41.8 million, and we expect our share count to be approximately 41 million for the first quarter. Finally, turning to the balance sheet and capital allocation. 2021 was a very active year. And we deployed more than $1 billion of capital into growth investments as well as share repurchases. In line with our strategy, more than half of that capital was allocated toward growth, including across the four new investments we made in private markets and sustainable investing firms. Additionally, in January, we completed an incremental investment in Systematica, a leading global technology-enabled alternatives manager, further increasing our economic exposure to in-demand uncorrelated return streams. These investments were structured and priced to deliver strong shareholder returns across a range of outcomes and are expected to collectively contribute approximately $120 million of EBITDA in 2022. For the full year, we also repurchased $510 million of shares, including $120 million in the fourth quarter, reducing our shares outstanding by 8% for the year. We remain committed to returning excess capital to shareholders through share repurchases. And in 2022, we expect to repurchase approximately $400 million of shares, subject to market conditions and new investment activity. In addition, we took advantage of last year's favorable financing environment to extend the duration of our balance sheet by issuing a 40-year hybrid note and extending our revolver and term loan through 2026. And we entered the year with a very strong balance sheet and ample capacity to execute on the significant and broad-ranging growth opportunities we see ahead. Our business continued to evolve in 2021, driven by our focus on allocating our resources and capital to areas of secular growth, including the key themes that Jay focused on: private markets, liquid alternatives, and ESG. We have demonstrated our ability to successfully compound earnings, leveraging our unique growth drivers. And today, our business is in as strong a position as it has ever been. We are excited about the opportunities ahead of us and are well positioned to create significant value for our shareholders over time. ","q4 earnings per share $6.10. compname reports earnings per share of $4.17, economic earnings per share of $6.10 in q4. " "I'm joined by Christa Davies, our Chief Financial Officer; and Eric Andersen, our President. 2021 continues to be a remarkable year. And as a result of our colleagues' hard work, dedication and perseverance, we've delivered outstanding results in Q3 and year-to-date. This performance is an extraordinary accomplishment and a direct result of their efforts, working together as one firm to bring the best of Aon to clients. We're also proud to report that our client feedback continues to be outstanding as net promoter scores are at a five-year high. Additionally, Aon's colleague engagement is at the highest levels we've seen over the past decade, consistent with top quartile employers. This client feedback and colleague engagement are directly reflected in our firm's sustained momentum and financial performance. In deep appreciation for all that our colleagues do for our clients and our firm, we were excited to establish in Q3 the Aon United growth ownership plan. This unique program rewards every colleague with a stock-based award to share in the current and future success of our firm, and we're thrilled to recognize and support our colleagues in this way. Overall, as we reflect on Q3 and the first nine months of 2021, our momentum, defined by client delivery, colleague engagement and financial results, is exceptional, even more promising as what we see in the opportunity ahead. Our conversations with clients reinforce substantial and growing unmet demand to support them in making better decisions to protect and grow their businesses in an increasingly volatile world. This opportunity to create new markets to serve our clients is the catalyst for our innovation agenda and a source of greater momentum in our business. Focusing on financial performance in Q3, our global team delivered outstanding results across each of our key financial metrics, including 12% organic revenue growth. Notably, our strongest growth in over a decade for two quarters in a row, driven by mid-single-digit or greater organic revenue growth from every solution line, highlighted by particular strength in health and commercial risk at 16% and 30%, respectively and adjusted earnings per share growth of 14%. Year-to-date, our 9% organic revenue growth reflects mid-single-digit or greater organic growth from three of our four solution lines. Our Aon United strategy is delivering significant momentum in every solution line, with net new business generation and ongoing strong retention. We also saw double-digit growth for the second consecutive quarter in the more discretionary portions of our business, such as transaction liability, human capital and project-related work within Commercial Risk Solutions and Health Solutions. We continue to expect mid-single-digit or greater organic revenue growth and margin expansion in the full year 2021, 2022 and over the long term as we continue to win share in our core business and execute to further expand our total addressable market. As we move forward, we continue to be guided by our Aon United Blueprint, to ensure we're operating as a fully integrated global team capable of delivering the best of our firm in every local market. Today, we'd like to highlight how the core tenets of our blueprint drive momentum and deliver greater future opportunity. Specifically, how delivering Aon United is enabling core new business generation and fueling stronger retention. How Aon Business Services is building capability for colleagues and translating into better service for clients. Our ongoing focus on innovation at scale is accelerating the development of new solutions to serve unmet demand, and our commitment to inclusive people leadership has resulted in the highest level of engagement and retention in over a decade. First, executing Aon United is delivering net new business generation and ongoing strong retention by continuing to engage clients across all their needs with the entirety of our firm. This strategy has been built over many years and enables extraordinary solutions for clients, resulting in Aon winning more, growing our book of business with new and existing clients and, in turn, delivering exceptional results to shareholders. We've invested heavily in Aon Business Services, or ABS, over the past five years, which now represents the core operating platform that spans the entirety of the firm. ABS Centers of Excellence have and will continue to grow margins by driving efficiencies across all solution lines. Equally important, ABS capability enables us to improve client service delivery and scale innovation globally much faster, driving higher organic growth. The ABS model is redefining what we're capable of delivering to clients and improving the way we work. Third, we continue to accelerate innovation at scale. AON is delivering innovative solutions to our clients by helping them navigate new forms of volatility, build resilient workforces, access new forms of capital and address the underserved through digital solutions, all of which substantially grow our total addressable market. This has been demonstrated, for example, intellectual property back financing, a first-of-its-kind option created and enabled by Aon's IP solutions team. Given the inllectual property represents 80-plus percent of the value of the S&P 500, we believe the entire IP category has the potential to be a $100 billion market over time. Other categories that represent new addressable markets in the tens of billions, include cyber, climate, supply chain and digital client solutions, led by our exceptional team at CoverWallet. Fundamentally, this opportunity to serve substantial new addressable markets is driven by client demand. At Aon, we relentlessly focused on the voice of the client, and we're hearing consistent client feedback about the need to make better decisions around long tail risks. For example, we're currently getting this guidance from the almost 3,500 clients that are currently participating in our regional Aon Insight series. And it's also being reinforced by two pieces of proprietary research that we recently released. Every two years, Aon conducts our global risk management survey, and the latest report released three days ago was informed by insights from more than 2,300 clients across 16 industries spanning public and private organizations from 60 countries around the world. With more emphasis and reliance on technology, cyber risk top the list as the number one current and predicted future risk globally. It's highest rank since the inception of survey. The top 10 risks also reflect the impact COVID has had on organizations as they needed to navigate volatility with better and faster decisions. We're seeing organizations shift focus from event-based to impact-based risk assessments, reflecting the shift in mindset following the systemic impact of the pandemic. Aon also recently released results of a survey focused on 800 C-suite leaders and senior executives in the U.S., EU, U.K. and Canada to understand how organizations are preparing for and responding to the current environment. We found that, today, senior leaders are more astutely risk aware than ever before, but remain confident to take on calculated risks and investments that build resiliency of their companies. As we stated before, the approach to risk strategy has shifted from being generally defensive and risk averse to more opportunistic, taking a holistic, integrated view as they seek solutions to address these challenges. There's great respect to the need to defend their businesses, but that's accompanied by a desire to find solutions that help them win, that the IP financing example highlights. In this environment, we're uniquely positioned to deliver data-driven insights to help our clients make better decisions that grow their businesses. Fourth and finally, we continue to see tremendous impact of our commitment to inclusive people leadership. Voluntary attrition is down substantially versus our 2019 baseline our quarterly pulse of colleagues shows that we continue to enjoy all-time high engagement levels. Many examples highlight our talent focus and priority, including our commitment on our entrepreneurship programs and a $30 million investment to create 10,000 new roles in the apprenticeship community. Our investment in talent development has over 14,000 Aon colleagues around the world have participated in training programs in the last nine months alone, and the announcement of the Ann United growth ownership plan. In summary, our global Aon team delivered the best third quarter results in over a decade. Our Aon United Blueprint, powered by our capability in Aon Business Services, combined with significant investment in new and growing categories of addressable client demand, reinforces the momentum we have today and offer even greater potential over the next few years. The result is clients that are better informed, better advised and equipped to make better decisions. As Greg highlighted, we delivered continued progress for both the quarter and year-to-date. Through the first nine months of the year, we translated strong organic revenue growth into double-digit adjusted operating income and adjusted earnings-per-share growth, building on our momentum as we head into the last quarter of the year. As I further reflect on our performance year-to-date, as Greg noted, organic revenue growth was 12% in the third quarter and 9% year-to-date, our strongest organic revenue growth in over a decade. We saw strong global macroeconomic conditions in the quarter, but we continue to assess the refactors as we have since the beginning of the pandemic. Those factors are the virus and vaccine rollout, including the potential impacts of new variants, government stimulus and overall GDP growth. These macroeconomic conditions do impact our clients in various areas of our business. Considering the current outlook for these factors, we continue to expect mid-single-digit or greater organic revenue growth for the full year 2021, 2022 and over the long term. I would also note that total reported revenue was up 13% in Q3 and 12% year-to-date, including the favorable impact from changes in FX rates driven by a weaker U.S. dollar versus most currencies. Moving to operating performance. First, I want to speak to the impact of our previously communicated repatterning expenses as compared to COVID-impacted expense in 2020, which I'll describe before any 2021 growth. As we've described, the timing of expenses is changing year-over-year, such that $65 million of expenses moved into Q3 from Q4. This impact is due to the actions we took allotted in 2020 as we reduced discretionary expenses to be prepared for the impact of COVID-19 and potential macroeconomic distress. In Q3, this repatterning negatively impacted margins by approximately 240 basis points, resulting in Q3 operating margin contraction of 30 basis points. Excluding this impact, margins would have expanded by 210 basis points in Q3 and 240 basis points year-to-date. A second key factor impacting adjusted margins has been the relative speed of revenue growth and investment. In Q3, excluding the impact of the repatterning, our strong organic revenue growth significantly outpaced expense growth similar to Q2. We continue to evaluate investments using our return on invested capital framework in the areas of talent, and business services and innovation to enable long-term growth. We expect that these areas of investment will continue to ramp up significantly during Q4. In addition, we anticipate continued resumption of T&E and modest increases in real estate as more colleagues return to the office. Collectively, the headwind from expansionary patterning and tailwind from slower investment as compared to revenue growth were the main factors driving 30 basis points of margin contraction in Q3 and 20 basis points of margin expansion year-to-date. Looking forward, as we've said historically, we expect to deliver full year margin expansion for 2021 and over the long term. Turning back to the results in the quarter. We translated strong adjusted operating income growth into adjusted earnings per share growth of 14% in Q3 and 16% year-to-date. As noted in our earnings material, FX translation was a favorable impact of approximately $0.02 per share in Q3 and $0.24 per share year-to-date. If currencies remain stable at today's rates, we would expect an insignificant impact in Q4. Excluding the costs associated with the termination of the combination with Willis Towers Watson-related costs, our performance and outlook for free cash flow in 2021 and going forward remains strong. Free cash flow decreased 40% year-to-date to $1.1 billion as strong revenue growth was offset by the $1 billion termination fee payment and other related costs. Of the total $1.363 billion of termination fee and other related costs, a pre-tax amount, the $1 billion termination fee was paid in Q3 and approximately 2/3 of the remaining charges will be paid in 2021, with the majority of the balance paid in 2022. We continue to expect to drive free cash flow over the long term, building on our long-term track record of 14% CAGR over the last 10 years based on operating income growth, working capital improvements and reduced structural uses of cash enabled by Aon Business Services. As Greg highlighted, Aon Business Services not only drive efficiencies, but also enables revenue opportunities and innovation at scale. As an example, through our integrated vendor management system in the U.S. last year, we were able to ensure that 5% of addressable vendor spend was with diverse suppliers, which is two times higher than the Fortune 500 average. In addition to being a key initiative for Aon as part of our overall ESG strategy, this is also a way we can have an even bigger impact on what we deliver for clients in an Aon United way. In the third quarter, we have an opportunity to engage with the biopharmaceutical clients looking to establish a supplier diversity program as part of their broader inclusion and diversity strategy. Given our demonstrated supply diversity expertise, our global spend management team and human capital colleagues came together to forge a new innovative solution based on this client's emerging need, which included establishing government structure and conducting research on peer and industry norms. Given our outlook for long-term free cash flow growth, we expect share repurchase to continue to remain our highest return on capital opportunity for capital allocation. In the third quarter, we repurchased approximately 4.4 million shares or approximately $1.3 billion. We also expect to continue to invest organically and inorganically in innovative content and capabilities to address unmet client needs. Our M&A pipeline, centered around the four areas that Greg described, is focused on bringing innovative solutions to our clients' biggest challenges, delivered by the connectivity of Aon United. I would also note that on October one, we closed the previously announced sale of our retiree exchange business to a light. In 2020, the Retiree Exchange generated $176 million of revenue and it is a predominantly Q4 business. Turning now to our balance sheet and debt capacity. We remained confident in the strength of our balance sheet and manage liquidity risk through a well-lettered debt maturity profile. In Q3, we issued $1 billion of senior notes as we return closer to historical leverage ratios, while maintaining our current investment-grade credit ratings. Interest expense in the fourth quarter is expected to be approximately $85 million, reflecting our increased debt levels. Over the long term, we expect to return to our past practice of growing debt as EBITDA grows. Further, I'd note that fourth quarter is our seasonally strongest quarter for free cash flow generation, and we intend to allocate this cash to our highest and best uses based on return on capital, which remains share repurchase. In summary, strong top and bottom line performance for both the quarter and year-to-date reflect continued progress and momentum as we enter the last quarter of the year. We believe our disciplined approach to return on invested capital, combined with expected long-term free cash flow growth, will unlock substantial shareholder value creation over the long term. ","q3 revenue rose 13 percent to $2.7 billion. " "This is Craig Lampo Amphenol's CFO, and I'm here together with Adam Norwitt, our CEO. I will provide some financial commentary. And then, Adam will give an overview of the business as well as current trends, and then we will take questions. The company closed the third quarter with record sales of $2,818,000,000 and GAAP and adjusted diluted earnings per share of $0.67 and $0.65 respectively. Sales were up 21% in U.S. dollars, 20% in local currencies and 13% organically compared to the third quarter of 2020. Sequentially, sales were up 6% in U.S. dollars, in local currencies and organically. Orders for the quarter were $3,016,000,000, which was up 33% compared to the third quarter of 2020 and down 3% sequentially, resulting in a very strong book-to-bill ratio of 1.07 to 1. Breaking down sales into our two segments, the Interconnect segment which comprised 96% of sales was up 21% in U.S. dollars, and 20% in local currencies compared to the third quarter of last year. Our Cable segment which comprised 4% of our sales was up 18% in U.S. dollars and 17% in local currencies compared to the third quarter of last year. Adam will comment further on trends by market in a few minutes. Operating income was $571 million in the third quarter. Operating margin was 20.3%, which decreased by 20 basis points compared to the third quarter of 2020, but increased by 30 basis points sequentially when compared to the second quarter 2021 adjusted operating margin. The year-over-year decline in operating margin was primarily driven by the impact of the more challenging commodity and supply chain environment in 2021, together with the slight margin dilution of recent acquisitions, including MTS which are currently operating at a lower operating margin than the company average. The sequential increase in operating margin compared to the second quarter -- adjusted operating margin was driven by normal conversion on the increased sales levels. From a segment standpoint, in the Interconnect segment margins were 22.4% in the third quarter of 2021 which was equal to the third quarter of 2020, an increase from 22% in the second quarter of 2021. In the Cable segment margins were 3.8%, which decreased from 10.7% of third quarter of 2021, and 6.1% in the second quarter of 2021. Our margins in the cable segment continue to be particularly impacted by the ongoing and sudden increase in commodity and logistics costs, which have not yet been offset by pricing actions. Given the dynamic economic environment, we are very proud of the company's performance. Our team's ability to effectively manage many challenges is a direct result of the strength and commitment of the company's entrepreneurial management team, which continues to foster a high performance action oriented culture. The company's GAAP effective tax rate for the third quarter of -- was 22.2%, which compared to 22.1% in the third quarter of 2020. On an adjusted basis, the effective tax rate was 24.5% in the third quarter of both 2021 and 2020. GAAP diluted earnings per share was $0.67, an increase of 20% compared to $0.56 in the prior year period. And adjusted diluted earnings per share was a record $0.65, an increase of 18% compared to $0.55 in the third quarter of 2020. Operating cash flow in the third quarter was $328 million or 81% of adjusted net income. Net of capital spending, our free cash flow was $238 million or 59% of adjusted net income. Cash flow in the quarter was a bit lower than we would typically expect primarily due to the higher-than-typical increase in inventory levels driven by the continued -- challenging supply chain environment. From a working capital standpoint, inventory days, days sales outstanding and payable days were 91, 70 and 61 days, respectively. While days sales and payable days were both within our normal range inventory days at the quarter end were elevated for the reasons just mentioned, as well as the impact of recent acquisitions which have inventory days that are currently significantly above the company average. During the quarter, the Company repurchased 2.3 million shares of companies -- of common stock for approximately $171 million at an average price of approximately $73. And at the end of the quarter, total debt was $5.2 billion and net debt was $3.9 billion. Total liquidity at the end of the quarter was $2.9 billion, which included cash and short-term investments on hand of $1.3 billion plus availability under our existing credit facilities. Third quarter 2021 GAAP EBITDA was $686 million and our net leverage ratio was 1.6 times. As previously discussed, due to the pending sale of the MTS Test & Simulation business, that business is being reported as a discontinued operation and therefore it's expected results are excluded from our Q4 guidance. In addition, the company will incur certain additional cash, tax and other acquisition-related cost upon the divestiture of the Test & Simulation business, which is not included in income from continuing operations. As Craig mentioned, I'm going to highlight some of our achievements here in the third quarter. I will discuss the trends and our progress across our served markets. As Craig went over, our results in the third quarter were substantially better than we had expected coming into the quarter. We exceeded the high end of our guidance in sales as well as an adjusted diluted earnings per share. Our sales grew a very strong 21% in U.S. dollars in 20% in local currencies, reaching a new record $2,818,000,000. On an organic basis, our sales increased by 13% with broad-based growth across most of our served markets as well as contributions from the company's acquisition program. Orders in the quarter were robust again, more than $3 billion, $3,016,000,000, and this represented another strong book-to-bill of 1.07 to 1. Now despite the many operational challenges that we have continued to face throughout the quarter, including continued cost increases related to commodities, supply chain and other logistics pressures, we were very pleased to deliver robust operating margins of 20.3% in the quarter and as Craig detailed, that was a 30 basis point sequential improvement. Our EPS, adjusted diluted earnings per share grew strongly from prior year, increasing by 18% to a new record $0.65, and that's just an excellent reflection, once again, of our organization's continued strong execution. The company generated operating and free cash flow of $328 million and $238 million in the third quarter and we're very pleased that the Board of Directors just approved yesterday, an increase in our dividend of 38% effective in January of next year. Coming out of this quarter, I'm just extremely proud of our team around the world. These results once again reflect the discipline as well as the agility of our entrepreneurial organization as we continue to perform well amid the very dynamic and challenging environment. Now turning to our trends and progress across our served markets, we're very pleased that the company's broad and balanced end-market diversification continues to create value for Amphenol. Very importantly our diversification mitigates the impact of the volatility of individual end-markets while also at the same time exposing us to leading technologies wherever they may arise across the electronics industry. And these are both important benefits, especially amid such a dynamic market environment. Turning first to the Military market, this market represented 10% of our sales in the third quarter. Sales grew by 7% from prior year and declined by 4% organically, which was a little bit lower than our expectations heading into the quarter. On an organic basis growth in ordinance, airframe and space-related products was more than offset by moderations of our sales of products that are used in vehicle, naval and communications applications. Sequentially sales declined by about 3%. Looking into the fourth quarter, we now expect to see sequential sales increase. And for the full year 2021, this would imply a mid-teens increase in sales from last year's levels. We continue to be excited by the strength of Amphenol's position in the military market as defense customers around the world continue to adopt next generation technologies at an increasing pace. Our industry-leading breadth of high technology Interconnect and Sensor products positions the company strongly across essentially all major defense programs, and this gives us confidence for our long-term performance. The commercial aerospace market represented 2% of our sales in the quarter. Sales were flat compared to prior year, and declined by about 19% organically as the benefit of our recent acquisitions was offset by continued declines in demand from aircraft manufacturers. As we expected coming into the quarter, our sales declined by about 3% sequentially. Looking into the fourth quarter, we are happy that -- to now expect a mid-teens increase in sales compared to these levels, and for the full year 2021, this would imply roughly 10% sales decline compared to last year, a clear reflection of the pandemic related headwinds that have impacted the travel industry and thus the commercial aircraft market during the COVID-19 pandemic. Regardless of this challenging environment so far, our team working in the commercial aerospace market remains committed to leveraging the company's strong Interconnect and Sensor technology position across a wide array of airplane, platforms and next generation systems, integrated into those aircraft. As personal and business travel continues to recover from the pandemic impacted lows, we do look forward to benefiting as jet manufacturers expand their production and in turn expand their procurement of our components. The industrial market represented 26% of our sales in the quarter. Sales increased by a very strong 44% in U.S. dollars and 24% organically. This excellent growth was broad based across most segments of the worldwide industrial market, including in particular the battery and heavy electric vehicle, factory automation, oil and gas, rail mass transit, heavy equipment, alternative energy and instrumentation segments, together with the contributions from our recent acquisitions. On a sequential basis, sales increased by 4% from the second quarter, which was much better than our expectations coming into the quarter. Looking into the fourth quarter, we expect sales to moderate from these levels, but for the full year 2021, we expect sales to increase more than 40% from prior year, a very strong performance. I remain extremely proud of our global team working in the industrial market. Our long-term strategy to expand our high technology Interconnect, Antenna and Sensor, offering both organically and through complementary acquisitions has positioned the company to capitalize on the many revolutions that are occurring across the industrial electronics market. We look forward to realizing the benefits of the strategy for many years to come. The automotive market represented 19% of our sales in the quarter and despite the widely reported challenges across the automotive market, our sales actually came in higher than expectations in the quarter growing a strong 31% in U.S. dollars and 26% organically. This strong performance reflected our automotive team's excellent execution in the face of numerous supply chain challenges, as well as robust growth of our products used in electric and hybrid electric vehicles. This is another clear confirmation of our global team's long term efforts at designing in high voltage and other Interconnect and Sensor products into these next-generation platforms. On a sequential basis, sales were flat compared to the second quarter. The widely reported supply chain challenges in the auto industry continued to impact demand from vehicle manufacturers around the world. Accordingly, we do expect in the fourth quarter, a high-single digit sequential moderation in sales. For the full year 2021, this implies sales will increase by more than 40% compared to last year, driven by our expanded position in next generation electronics integrated into cars, including in particular, those electric and hybrid drivetrains. I remain extremely proud of our team working in the automotive market, who has continued to demonstrate a high degree of agility and resiliency in both driving a significant recovery from last year as reduced sales levels, while also expertly navigating the myriad of supply chain challenges that the entire automotive industry is facing. We look forward to benefiting from their efforts long into the future. The mobile devices market represented 13% of our sales in the quarter and our sales in this market declined from prior year by 5% as modest growth in sales of products incorporated into smartphones and laptops was more than offset by declines in wearables and tablets. Sequentially sales increased by a stronger than expected 36% driven by higher sales across virtually all product categories that we serve. Looking into the fourth quarter, we expect a continued mid to high single-digit increase in sales from these third quarter levels, and for the full year, we anticipate sales to grow modestly from 2020, which is in fact an impressive achievement given last year's robust demand. I remain very proud of our team working in the mobile devices market. Their unique agility continues to enable the company to react quickly to changing demand in this most volatile of markets. With our leading array of Antennas, Interconnect products and mechanisms enabling a broad range of next generation mobile devices, we're positioned well for the long term. Turning to the mobile networks market, this market represented 5% of our sales in the quarter and sales increased by 11% from prior year and 7% organically. And this sales growth was really driven by our sales to mobile service providers, which was offset by a small moderation of sales to OEMs. On a sequential basis, our sales increased just slightly, which was largely in line with our expectations coming into the quarter. For the fourth quarter, we expect another slight sequential increase in sales as mobile networks customers continue to ramp up their investments in 5G and other next generation networks. And for 2021, this would imply that our sales would grow by approximately 10%. Our team continues to work aggressively in the mobile networks market to realize the benefits of our efforts to expand our position in next generation 5G equipment and networks around the world. As our customers ramp up their investments into these advanced systems we look forward to benefiting from the increased potential that comes from our unique position with both equipment manufacturers and mobile service providers. The information technology and datacom market represented 22% of our sales in the quarter. Sales in this market rose from prior year by a very strong 28% in U.S. dollars and 26% organically. This was driven by increased demand from OEMs, and in particular, increased demand from web service providers. Sequentially our sales grew by a better than expected 10% from second quarter levels. As we look into the fourth quarter we do expect a slight decline from these elevated levels, and for the full year 2021, we expect sales to increase in the low 20% range. We remain encouraged by the company's outstanding position in the global IT datacom market. Our OEM and service provider customers continue to drive their equipment and networks to ever higher levels of performance in order to manage the continued dramatic increases in demand for bandwidth and processor power. In turn, our team remains highly focused on enabling this continuing revolution in IT datacom with industry leading high speed power and fiber optic Interconnect products. We look forward to realizing the benefits of that leading position for many years to come. And finally, the broadband market represented 3% of our sales in the quarter. Sales declined by 5% from prior year and 10% organically as cable operator procurement moderated. On a sequential basis, sales decreased by a slightly better than expected 3%. For the fourth quarter, we now expect a further moderation in sales from these levels, and for the full year 2021, we anticipate that sales will grow in the mid-single digits. Despite this more challenging environment in the broadband market we continue to look forward to supporting our service provider customers around the world, all of whom are working to increase their bandwidth to support the expansion of high-speed data applications to homes and businesses. Now turning to our outlook, there's no question that the current market environment remains highly uncertain with significant supply chain and inflationary challenges as well as the ongoing pandemic. Given this, and assuming constant exchange rates, for the fourth quarter, we expect sales in the range of $2,690,000,000 to $2,750,000,000, and adjusted diluted earnings per share in the range of $0.61 to $0.63. This would represent year-over-year sales growth of 11% to 13% and adjusted diluted earnings per share growth of 7% to 11%. Our fourth quarter guidance represents an expectation for full-year sales of $10,540,000,000 to $10,600,000,000, and full year adjusted diluted earnings per share of $2.39 to $2.41. This outlook represents full year sales and adjusted earnings per share growth of 23% and 28% to 29%, respectively. I remain confident in the ability of our outstanding management team to adapt to the continued challenges in the marketplace and to capitalize on the many future opportunities to grow our market position and expand our profitability. In addition, our entire organization remains committed to delivering long-term sustainable value, all while prioritizing the continued safety and health of each of our employees around the world. And with that, Operator, we'd be very happy to take any questions. ","q3 adjusted earnings per share $0.65. q3 gaap earnings per share $0.67. " "The second quarter was a busy and productive one for ARI, resulting in strong earnings and a continued well-covered dividend. The company originated five first mortgage loans totaling $825 million, bringing year-to-date total originations to $1.4 billion. More importantly, the commercial real estate transaction market remains robust, with Real Capital Analytics reporting 167% increase in second quarter volume versus last year. For ARI, we continue to see a high volume of interesting opportunities as our pipeline continues to build. The diversity of the transactions closed to-date once again demonstrates the depth and talent of our origination team and highlights the benefits Apollo's platform brings to ARI. Notably, the transaction secured by the German portfolio of properties and the U.S. portfolio of parking facilities were, one, due to our team's ability to speak for the entire loans and to be thoughtful, flexible and efficient in underwriting and structuring. Our European lending platform continues to fire on all cylinders, winning many transactions that would otherwise historically have gone to banks. Year-to-date, approximately 70% of our transactions completed were loans secured by properties throughout Europe. As our platform in Europe grows and continues to expand its market presence, we have established a reputation as a reliable, innovative capital provider. Our ability to provide borrowers with a one-stop shop for large financings, as well as our responsiveness and creativity around structuring has allowed us to compete very effectively in Europe. With respect to loan repayments, ARI continued to benefit from improving real estate fundamentals and the robust level of liquidity in the real estate capital markets. three loans totaling approximately $260 million repaid during the quarter, including one hospitality loan and two subordinate residential for-sale loans, one of which was a large New York City project, and the other was for a condominium development in Los Angeles. Subsequent to the quarter, an additional $287 million of loans repaid as repayment activity in general is becoming more consistent with pre-pandemic expectations. Turning to the balance sheet. ARI completed an eight year $500 million debut offering of senior secured notes priced at 4.5/8%. There was significant investor interest in the transaction, which enabled ARI to both upsize the deal and tighten pricing. Consistent with our prior commentary on corporate finance strategy, we felt it was prudent to continue to term out some of our financing, access additional non asset-specific leverage and increase our pool of unencumbered assets, which were north of $2 billion at quarter-end. Credit quality generally remains stable, and we continue to make progress with our focused loans. Demolition is moving forward at the property on Fulton Street in Brooklyn, which will be developed into an approximately 50 story, 600 unit multifamily tower. Given the pace of development and the strength of the Brooklyn submarket, we reduced the original reserve against this asset by $20 million. We also continue to see positive activity at our asset in the Miami Design District. As I mentioned on our last earnings call, we signed a large lease with Restoration Hardware for a significant portion of the existing property. With the positive momentum in the submarket, we believe the appropriate path toward maximum economic recovery will be through additional short term leases, while we focus on working through zoning and planning to read the property for redevelopment as expeditiously impossible. Lastly, in Europe, the sales process on the asset underlying our Oxford Street loan is fully underway. In the second round of bidding, there were multiple credible offers in excess of ARI's loan basis, and we anticipate the sale of the asset and a full repayment to ARI before the end of the year. I also wanted to provide an update on 111 West 57th Street. The property is moving toward completion despite construction delays. We continue to see interest from potential buyers as evidenced by recent increases in foot traffic. As I have previously stated, getting the project built to spec is the first order of business for ARI, and we are confident the building is on track to be completed. Once built, the price level and pacing of sales will be the next area of focus. But the increasing level of interest in this property, along with the recent activity in the broader New York ultra luxury market is encouraging. As we disclosed in the 10-K filed yesterday, subsequent to quarter-end, there were some changes to the property's capital structure. A vehicle managed by an affiliate of Apollo transferred their junior mezzanine position to ARI and in connection with this transfer, one of the properties' subordinate capital providers paid the affiliate a price representing the original principal balance and agreed to forgo the accrued interest on the loan. In conjunction with this transaction, ARI and the subordinate capital provider have agreed to a waterfall sharing arrangement pursuant to which rather than the company receiving interest it would otherwise have been entitled to after July 1, 2021 on the junior mezzanine loan. Proceeds received from the sale or refinance of the underlying collateral after repayment to priority lenders under the waterfall will be shared between ARI and the subordinate capital provider at an agreed upon allocation. We will continue to provide updates on the project as construction completes and sales progress. For the second quarter, we reported strong financial results, with distributable earnings prior to realized loss and impairments of $59 million or $0.41 per share. GAAP net income available to common stockholders was $64 million or $0.42 per share. As of June 30, our General CECL Reserve remained relatively unchanged quarter-over-quarter. With respect to the specific CECL reserve, we reversed $20 million against our Fulton Street loan, as we continue to make progress in readying the site for a multifamily tower development, as well as improvements in the Brooklyn multifamily market. We also foreclosed on a hotel asset in Washington, D.C. and recorded an additional $10 million loss, bringing our total loss against that asset to $20 million. This is now reflected as a realized loss in our financial statements. GAAP book value per share prior to depreciation and General CECL Reserve increased to $15.48 as compared to $15.35 at the end of the first quarter. The loan portfolio at quarter end was $7.5 billion, a 16% increase since the end of 2020. The portfolio had a weighted average unlevered yield of 5.5% and the remaining fully extended term of just under three years. Approximately 89% of our floating rates U.S. loans have LIBOR floors that are in the money today, with a weighted average floor of 1.32%. In addition to the five loans originated this quarter, we made $246 million of add-on funding for previously closed loans. With respect to our borrowings, we are in compliance with all covenants and continue to maintain strong liquidity. We ended the quarter with $227 million of total liquidity. Our debt-to-equity ratio at quarter end increased to 2.3 times as our portfolio migrated toward first mortgages. And lastly, as noted in our -- in the eight-K we filed last week, subsequent to quarter end, we exchanged our $169 million, 8% Series B preferred stock, a 7.1/4% Series B1 preferred stock in the same amount. This reduces our cost by 75 basis points per annum, and the preferred stock continues to be held by a single institutional investor. ","compname reports q2 earnings per share of $0.42. q2 earnings per share $0.42. " "As we move toward the end of 2021, we continue to see similar trends from prior quarters in the commercial real estate market, specifically the underlying performance of most commercial real estate continues to recover at a measured pace consistent with the recovery in the overall economy. There have been clear property type and geographic winners, as well as those asset types and regions that remain challenged. Ultimately, an improving economy should be positive for the commercial real estate industry and asset level metrics should continue to improve. In contrast to operating performance, real estate investment and financing activity recovered sooner and more quickly, consistent with the broad and rapid recovery across the capital markets. At presence -- at present, the pace of activity continues to accelerate, and regardless of the asset class, the combination of a low-interest rate environment and significant fund flows is supporting robust transaction volume and a well-funded high highly liquid financing market. The commercial real estate lending market has surpassed 2019 levels and is on track for a record year in terms of lending volumes across CMBS, banks, insurance companies, and non-bank lenders such as ARI. In the current highly competitive environment, the strength of the Apollo Commercial Real Estate Debt platform again has proven to be incredibly beneficial as we have completed approximately $1.5 billion of new transactions for ARI through the first three quarters of the year. The pipeline continues to be a mix of both US and European transactions for well-positioned high-quality properties with institutional sponsorship in gateway markets. We expect ARI loan origination totals for 2021 will approach pre-pandemic levels as we have already committed to an additional $340 million of transactions in the fourth quarter and we are working through a number of other transactions that should close by year-end. It is worth highlighting that ARI's loan originations year-to-date continue to favor Europe, which is reflective of a combination of the strong reputation and market position our team has developed there, slightly less competition, and our team's ability to underwrite and structure large transactions. As a result of our success in Europe, loans securing properties in Europe represent approximately 40% of ARI's portfolio at quarter-end. To reiterate what I have said previously, the types of transactions, quality of equity sponsorship, and deal structures for ARI's European loans are very similar to the transactions we complete in the United States. Our European loan portfolio is diversified by property type and geography and we manage currency risk as we borrow and lend in local currency and use forward contracts to hedge. The strength of the CRE lending market has also led to more normalized repayment activity in our portfolio. Through September 30, we have received almost $800 million of loan repayments and an additional $277 million of loans have repaid since quarter-end. Our repayments reflect encouraging signs from the general economy as transitional assets are achieving their business plans including construction projects achieving certificates of occupancy and for-sale residential units being sold. As a result, ARI's construction exposure continues to decline, representing approximately only 14% of the portfolio at quarter-end. We also have seen positive anecdotes from our portfolio of loans securing office properties, including the repayment of a large Manhattan office loan this quarter as well as increased leasing activity and foot traffic at our other projects. In general, the credit quality across our portfolio remains stable and we continue to make progress with our focus loans. Before I finish my remarks, I want to take a minute to highlight some recent corporate governance highlights with respect to our Board of Directors. In the past year ARI, expanded the company's Board of Directors from 8 to 10 members, with the addition of Pamela Carlton and Carmencita Whonder. Both women are senior executives and we believe ARI will benefit greatly from their insight and expertise. We continue to recognize the importance of ESG issues to our stakeholders, and as a reminder, ARI incorporates consideration of ESG issues into our investment analysis and decision-making processes. Jai has made valuable contributions to ARI during his tenure, and we will be, sorry to see him go. One of his greatest contributions was building a strong team below him and he will leave us in good hands. We have already begun a search for his replacement and we expect his departure will be seamless. Our distributable earnings for the quarter were $49 million and $0.35 per share, and GAAP net income available to common stockholders was $57 million or $0.38 per diluted share. GAAP book value per share prior to depreciation and the General CECL Reserve increased slightly to $15.54 from $15.48 at the end of last quarter. This increase was primarily due to unrealized gains on currency hedges. The loan portfolio at quarter-end was $7.3 billion, a slight decline from the end of previous quarter due to increased loan repayments. The portfolio had a weighted average unlevered yield of 5.2% and the remaining fully extended term of just under three years. Approximately 89% of our floating rate U.S. loans have LIBOR floors that are in the money today, with a weighted average floor 1.20%. During the quarter, we made a $180 million first mortgage, $141 million of which was funded. We also made $113 million of add-on fundings for previously closed loans. With respect to our borrowings, we are in compliance with all covenants and continue to maintain strong liquidity. We increased our secure facility with J.P. Morgan to $1.5 billion and extended the maturity to September of 2024. We ended the quarter with almost $600 million of total liquidity, which was a combination of cash and capacity on our lines. Our debt-to-equity ratio at quarter-end decreased slightly to 2.2 times and we ended the quarter with $1.7 billion of unencumbered loan assets. I feel very fortunate to have been offered this opportunity and I will truly miss working with this very talented group of individuals. ","compname reports q3 earnings per share of $0.38. q3 earnings per share $0.38. " "With us on the call today are Mike Long, Chairman, President and Chief Executive Officer; Chris Stansbury, Senior Vice President and Chief Financial Officer; Andy King, President, Global Components; and Sean Kerins, President, Global Enterprise Computing Solutions. Our actual results could differ materially due to a number of risks and uncertainties, including the risk factors in our most recent 10-K and 10-Q filings with the SEC. These non-GAAP measures are not intended to be a substitute for our GAAP results. arrow.com, along with the CFO commentary, the non-GAAP earnings reconciliation and a replay of today's call. I'll now hand the call to our Chairman, President and CEO, Mike Long. I'm pleased to report that our hardworking and dedicated team delivered strong financial results in the third quarter. Our reputation for reliability and consistency are the hallmarks that have allowed our customers and suppliers to place their trust in Arrow for critical engineering, design and supply chain services. As I mentioned on our prior quarterly earnings calls this year, Arrow had faced adverse conditions many times in the past and has always emerged stronger than before. Our business model is resilient and unique. Even during periods of decreased demand, our ability to generate substantial cash flow allows us to invest in areas that represent the best long-term opportunities. Our foundation will be even stronger exiting the pandemic. We're already -- and already we're seeing concrete proof of that. Global component sales returned to year-over-year growth, driven by record third quarter sales in Asia. And we've only just started to see the demand stabilize and recover in the Americas and Europe. Another way we build confidence in the marketplace is to keep our balance sheet strong. Our results this quarter showed just that. Cash flow from operations totaled $275 million in the third quarter, and that's $1.7 billion over the last 12 months. And we have reduced our debt by nearly $1.5 billion since the first quarter of 2019 when the semiconductor market correction began. Additionally, we remain committed to returning excess cash to shareholders and the third quarter was no different. We repurchased another $150 million worth of shares this quarter for a total of $375 million this year. Turning to current business conditions. As I mentioned, strong third quarter sales in global components were driven by tremendous growth in the Asia region. We see further opportunities for strengthening future performance once the Americas and Europe start to recover. We previously mentioned that regional inventories had been destocked prior to the onset of the pandemic. Starting from those lean levels, global components sales increased sequentially in each region for the first time since third quarter of 2017. Demand in Asia has been robust across all the key verticals. And the third quarter is typically the strongest quarter for that region. All regions benefited from a strong turnaround in transportation-related demand compared to the second quarter. Design activity, again, reached an all-time record for any quarter in our history. And design activity increased year-over-year for the fourth quarter in a row. This is a positive leading indicator. Arrow will continue to increase our engineering and design efforts as we believe this is the best way to position our business for the long term. Other indicators are consistent with improving trends. Third quarter backlog increased year-over-year for the second quarter in a row. Lead times increased slightly compared to last year. Global components book-to-bill was 1.03 exiting the second quarter. Book-to-bill was again the highest in the Asia region, where businesses normalized quicker than the other two regions. Our Americas customer sentiment survey shows that further improvement. The percentage of customers saying they had too little inventory was slightly above the long-term average. The percentage of customers saying they had too much inventory, returned to the long-term average. Turning to enterprise computing solutions. We're pleased to deliver sales that were near the high end of our prior expectations and above second quarter's level. We also achieved operating profit leverage on that sequential growth. In terms of IT spending, we continue to see purchases directed toward the tactical areas of endpoints and devices rather than transformational areas. We participate and work from home spending through security and cloud-based solutions, but some more complex projects remain delayed as companies limit outside workers. However, we continue to believe some of those delayed investments in mission-critical technologies cannot be pushed out indefinitely. Looking at the mix, demand from larger, better capitalized VARs and MSPs, who rely on fewer of our capabilities and services remained resilient. Demand from the smaller customers who rely on more of our capabilities have been weaker in this environment. Even with a less favorable margin mix, we are still able to generate strong economic returns from this business. You can see this in our third quarter return on working capital, return on invested capital and cash-to-cash cycles in the third quarter. Looking ahead, we'll continue to support our stakeholders and communities, and are committed to providing our customers with products and solutions they need when they need them. Third quarter sales were $7.23 billion. Sales increased 2% quarter-over-quarter. The average euro-dollar exchange rate for the quarter was $1.17 to EUR one compared to the rate of $1.12 we had used for forecasting. Favorable margin -- favorable foreign exchange increased sales growth by approximately $97 million. Global components sales were $5.31 billion. Sales were above the high end of our prior guidance and increased 5% year-over-year on a non-GAAP basis. Global components' non-GAAP operating margin was 3.9%, down 50 basis points year-over-year. This was mainly due to regional mix with Asia contributing 49% of global components sales, up from 45% in the second quarter and 40% last year. In addition, despite significant improvement in the Americas and Europe regions as compared to the second quarter, there remains substantial opportunity for further sales recovery that should also drive future operating income leverage. Enterprise computing solutions sales of $1.92 billion decreased 7% year-over-year on a non-GAAP basis, but were near the high end of our prior expected range. Third quarter billings increased year-over-year after having been approximately flat year-over-year in the first and second quarters. We experienced strong demand for security solutions and also grew sales of services. Demand for storage and networking were weaker year-over-year. Global enterprise computing solutions non-GAAP operating income margin decreased by approximately 30 basis points year-over-year to 4.4% due to both product and customer mix. Returning to consolidated results for the quarter. Interest and other expense of $30 million was below our prior expectation due to lower interest rates and lower borrowings. The non-GAAP effective tax rate of 23.6% was approximately in line with our expectation and was within our long-term range of 23% to 25%. Non-GAAP diluted earnings per share were $2.08, $0.38 above the high end of our prior expectation. Approximately $0.06 of the upside to both prior guidance and year-over-year growth were attributable to more favorable exchange rates. Turning to the balance sheet and cash flow. We reported strong operating cash flow of $275 million. During the quarter, we reduced debt by approximately $79 million through lower short-term borrowings. Our balance sheet is in great shape, and our liquidity position remains strong. Current committed and undrawn liquidity stands at over $3.4 billion, including our $227 million cash balance. We're closely monitoring credit and receivables. Collections remain healthy and the percent current is near all-time highs. DSO decreased by more than DPO. Inventory days were the lowest level since the fourth quarter of 2017. And as we've said in the past, it's fair to measure our performance by the cash conversion cycle, not by any one metric in isolation. The third quarter cash conversion cycle was 15 days shorter than last year. We returned approximately $150 million to shareholders during the quarter through our share repurchase plan. The remaining authorization under our existing plan is approximately $563 million. Now turning to guidance. Midpoint fourth quarter non-GAAP earnings per share of $2.65 per share would be an all-time quarterly record. While we recognize heightened risks from the potential future return to virus-related restrictions, right now, we continue to see improving trends for both businesses. Our guidance reflects global components delivering profit leverage on accelerating sales growth. It also reflects a continued recovery in enterprise computing solutions margins back to prior levels. Lastly, please note that CFO commentary includes information on our fiscal calendar closing dates for 2021. In 2021, the first, second and third quarters close on April 3, July three and October 2, unlike in 2020, where they closed on March 28, June 27, and September 26. Full year comparisons are not affected as our year ends on December 31, as always. The first quarter of 2021 will benefit from the extra quarter close compared to the first quarter of 2020. While the fourth quarter of 2021 will be negatively impacted by only capturing one calendar close instead of 2. We believe the second and third quarters are still comparable as each will capture one calendar close. We also believe there are a few impacts for the global components business in any quarter as sales for that business tend to be more linear rather than back-end loaded like the enterprise computing solutions business. As we sit here in late October, it's difficult for us to estimate a dollar figure for this calendar shift. For modeling purposes, we would recommend starting with an expectation for full year '21 enterprise computing solutions growth, then attributing one to two percentage points of greater contribution from the first quarter and one to two percentage points less contribution from the fourth quarter. Denise, would you please give the Q&A instructions? ","compname reports q3 adjusted earnings per share $2.08. q3 non-gaap earnings per share $2.08. q3 sales $7.23 billion versus refinitiv ibes estimate of $6.72 billion. " "Today's discussion is being broadcast on our website. Participating in today's call are Bob Wetherbee, Board Chair President and CEO; and Don Newman, Senior Vice President and Chief Financial Officer. Bob and Don will focus on our third quarter highlights and key messages, but may refer to certain slides within their remarks. These slides are available on our website. They provide additional color and details on our results and outlook. It feels great to report that we returned to profitability in the third quarter, three months ahead of our expectations. This was no small achievement, as we overcame pandemic-induced disruptions, a three-plus month labor strike and the challenges inherent in significant business transformation. Our success is due in equal parts to accelerated rates of recovery in our diverse end markets, our significant business restructuring and transformation efforts and the perseverance of the ATI team. Our third quarter adjusted earnings per share were $0.05. EPS improve to $0.35 per share when you factor in the net positive impacts from settling our recent labor strike, including the benefits from our new collective bargaining agreement, and the lingering strike-related costs as well as the gain from the Flowform Products divestiture. I'm proud of what our team has accomplished, overcoming the challenges of the past two years. We're winning on the top line through new business and by capturing share gains. We're winning on the bottom line by tightly managing costs and solidifying our financial foundation. We've begun to pivot to growth. We're excited about what we can achieve as the commercial aerospace recovery accelerates and our business operates at high utilization levels. Before I dig into our performance and outlook by end market, I'll provide a progress update on a few of our strategic initiatives. First, we took another step in our ongoing business transformation. We sold our Flowform business for $55 million, resulting in a gain on sale of nearly $14 million. While this business primarily serves the defense market, it had little connection to the broader ATI. There were a few material synergies, and its long-term success was linked to specific program volumes rather than our material science. The new owner will be better placed to invest for its future. Second, we've built upon our firm financial foundation by taking steps to reduce earnings volatility and cash flow variability and increase financial flexibility. I don't want to steal a lot of Don's highlights here, so I'll limit my comments. We successfully tapped the favorable debt markets to our advantage. We significantly extended our debt maturities by redeeming notes due in 2023. At the same time, we added new notes due in 2029 and 2031. A portion of these proceeds were used to support a voluntary pension contribution. As a result of these third quarter actions, annual interest expense will decrease by about $6 million and pension funding levels improve. Third, as a visible next step in our continuing journey to become one ATI, we promoted Kim Fields to serve as Chief Operating Officer effective January 2022. This officially recognizes the role she's been serving in since December 2020, leading both business segments. Kim's doing a great job aligning the businesses, accelerating execution and streamlining material flows. As markets recover and asset utilization increases, we're better positioned to expand margins and improve cash generation under her leadership. Lastly, we continue to make progress on strategically transforming our Specialty Rolled Products business, taking deliberate actions to create a competitive cost structure. This began last December when we announced our plans to exit low-margin standard stainless sheet products. It includes closing five facilities and concurrently streamlining and upgrading our high-value material flow paths. Those efforts are largely on track. I'll have more on that in a moment. In July, we reached agreement with Specialty Rolled Products union representative employees, ending their 3.5-month strike. Together, we signed a contract that rewards our employees for their important contributions to ATI's overall success. The SRP business is now positioned to be successful in the long term. I'm pleased to say that by the end of September, we've ramped SRP's production rates back to pre-strike levels, with one exception that we're working hard to address. The SRP team did an outstanding job safely getting back on track, accelerating production to meet strong customer demand. You might wonder where we stand on our decision to exit standard stainless sheet products given the current strong market demand. History reminds us, this is a temporary upswing in a highly cyclical business with chronically low margins and high fixed costs. Our commitment to exit hasn't wavered, but our time line has extended by three to five months due to the strike-related impacts. First, the strike caused us to slow aerospace qualification activities across SRP operations. It also created significant product backlog destined for strategic customers. As a result, at facilities slated for closure, we'll extend a few select operations into the second quarter of 2022. I would have preferred to stay on our original time line. We're committed to better position our customers for the accelerating economic recovery and take near-term advantage where current market conditions offer a valuable upside. The savings capture will be slowed by a quarter or two. So let me be clear, the overall favorable economics attached to our transformation over the long run remain in place. Turning to our third quarter performance and outlook by market. We're seeing clear evidence of recovery. Momentum is building as volumes return to pre-pandemic demand levels. Let's start with our largest end market, commercial aerospace. Expansion continues unevenly across our product portfolio. In the jet engine market, forgings demand grew for the fourth quarter in a row. This expansion was driven by demand for narrowbody engines, coupled with our 2021 market share gains. Our Q3 results included initial LEAP-1B volume increases to support the expected 737 MAX production ramp. In contrast to forgings, our sequential jet engine Specialty Materials sales declined somewhat. While it appears that our customers' jet engine material inventories are nearing a low point, it's clear that pockets of inventory exist. We also believe there's widespread customer desire to tightly manage year-end inventory levels. We predict these inventory stockpiles will be fully depleted soon, as OEM production rate increases materialize. We expect customer hesitancy to wane over the next few quarters and order patterns to reflect underlying demand once again. Lastly, on Commercial Aerospace. Our airframe business expanded sequentially for two reasons: first, post-strike recovery efforts in our SRP business; and second, the increasing orders associated with our new European OEM long-term agreement. Year-over-year airframe sales declined. We expect this market to continue at low levels in Q4 and into 2022 as international travel rates recover more slowly and 787 deliveries remain on hold. Despite the mixed third quarter aerospace performance, there's good news on the horizon. As the COVID Delta variant impact slows and international travel restrictions ease, customers are once again returning to the skies. This market is already displaying strong recovery trends in the form of increased domestic passenger travel, higher global cargo volumes and accelerated fleet retirements. Moving to the defense market. Revenue declined sequentially, largely due to customer shipment timing and the sale of our Flowform business. Year-over-year growth was strong. What's driving growth in the near term? Titanium armor for land-based vehicle programs in the U.S. and the U.K., military jet engine sales and the expansion of new helicopter programs. Longer term, we remain highly confident in ATI defense growth. Our confidence stems from a wide range of new programs and opportunities that can benefit from our advanced materials development and production capabilities. Turning to the energy markets. We saw significant growth sequentially and year-over-year in both business segments. This occurred in oil and gas as well as specialty energy. In our Advanced Alloys & Solutions segment, we produced and shipped most of a large nickel alloy project destined for offshore waters in South America. In our High Performance Materials & Components segment, strong demand continued for our nickel products used in land-based gas turbine production in Asia. The near-term outlook for our energy markets is solid. Global GDP growth and higher travel rates will increase energy demand clearly. Sustainability trends will drive exploration and production of more environmentally friendly energy generation and transmission technologies. All of these are best served with our unique high-performance materials. Let's wrap up our market discussion with our critical applications used in medical and electronics. In medical, sales grew sequentially and year-over-year. Increased demand for biomedical implant materials was driven by low post-pandemic customer inventory levels and increased elective surgery volumes. In Q4, we expect these trends to continue and likely expand to include MRI-related materials. Electronic sales were lower compared to the record-setting levels of the previous quarter and last year, but still very strong. The strong demand for other key end markets required production allocations within our China Precision Rolled Strip facility, constraining, within the quarter, available capacity for electronics products. We also had a planned Q3 maintenance outage at our Oregon facility. Underlying customer demand for electronics remains strong and should continue. I'll wrap up my opening comments by saying I'm confidently bullish on ATI's future. Our end markets are recovering. We're growing our market share. We've aggressively locked in cost-structure improvements. We have significant growth opportunities on the horizon. We've put ourselves in a position to accelerate growth and expand margins. We're executing to win. It's an exciting time for ATI. I'm proud to lead this team as we achieve our goal of becoming a premier supplier of aerospace and defense materials. Bob already gave you my opening line. ATI returned to profitability in the third quarter, three months ahead of our expectations. A lot of hard work went into rightsizing the business and putting us on this path for growth. We'll celebrate for a moment, but in reality, we've already shifted our focus to capitalizing on this momentum, further expanding our business and generating shareholder value. Now for the details. Overall, Q3 revenue increased to $726 million, up 18% sequentially and 21% year-over-year. Q3-adjusted EBITDA grew to $80 million, up 49% sequentially and up 381% year-over-year. Q3 performance suggests a revenue run rate approaching $3 billion and an adjusted EBITDA run rate of $320 million. On a reported basis, ATI earned $0.35 per share in the third quarter. We earned $0.05 per share in the quarter after adjusting for a net $43 million of special items. These included gains for post-retirement medical benefits, resulting from the new SRP collective bargaining agreement and from Flowform products divestiture. Strike-related costs were also excluded. To better understand our results, I'll provide some color around each segment's performance. Starting with AA&S, sales grew by 35% sequentially and EBITDA by nearly 60% versus the prior quarter. Within the segment, the SRP team did an outstanding job accelerating post-strike production levels. This was against a backdrop of strong customer demand and elevated pricing opportunities. Their efforts produced tangible results, bringing us back to first quarter 2021 production rates by the end of September, as we had predicted. Our Precision Rolled Strip business in China once again had record sales and earnings due to continued strong demand across a variety of end markets. AA&S segment Q3 performance also compared favorably to Q3 2020. Revenue increased $49 million, and EBITDA increased $46 million. This impressive earnings growth was powered by increased market demand, higher HRPF toll conversion volumes, streamlined cost structures and metal price tailwinds. HPMC Q3 sales and earnings were in line with the second quarter and much improved from the third quarter of 2020. Sequential forgings growth from commercial and military jet engine sales was offset by a quarter-over-quarter decline in Specialty Materials jet engine revenues and the impact of selling our Flowform business in Q3. Earnings and margins were consistent sequentially. We offset a weaker product mix, driven by increased energy market sales with operational cost improvements. HPMC sales were higher year-over-year in every major market, led by commercial aerospace. Earnings and margins expanded significantly in Q3 versus the same quarter in 2020. This is a result of our decisive 2020 cost-cutting actions, jet engine share gains and contractual margin improvements. Let's move to the balance sheet. Late in the third quarter, we issued two debt tranches totaling $675 million. $325 million of the notes are due in 2029 and bear interest at 4.875%. $350 million of the notes are due in 2031 and bear interest at 5.125%. Proceeds from these notes were largely used to redeem $500 million of notes due in 2023, bearing a 7.875% interest rate. The financing brings several benefits, including $6 million in annual cash interest savings, significantly lower interest rates and a much improved debt maturity schedule. Excess proceeds from the financing were largely used to support a $50 million voluntary pension contribution in the quarter. I will come back to our pension glide path in a moment. After redeeming the 2023 notes in mid-October, we had more than $800 million of liquidity, including approximately $440 million of cash on hand. Third quarter managed working capital levels improved sequentially, but remained above our target. This was largely due to SRP strike recovery efforts. Q3 SRP sales were back-end loaded, increasing quarter-end accounts receivable. We also ramped production in the quarter, but we're unable to fully eliminate inventory backlogs before quarter end. We expect significant reductions in managed working capital levels, well below 40% of revenue across the company in Q4. Our $50 million voluntary contribution is the latest action in our plan to improve pension funding levels and reduce related expenses and contributions over time. In the third quarter, we completed our fifth pension annuitization effort. This lowers overall participation by nearly 1,000 people and shifts approximately $70 million of assets and liabilities to a third party. We have seen favorable asset returns and planned discount rate movements so far in 2021. If that holds through the end of the year, we may see a meaningful improvement in our pension-funded status at the close of 2021. Now let's take a few minutes to discuss fourth quarter outlook. In HPMC, we expect the jet engine-driven recovery to accelerate and broaden across our product portfolio. After several strong quarters, sales to specialty energy markets will likely decline. We anticipate continued commercial aerospace forgings growth. We also expect additional defense sales and to benefit from a large discrete commercial space project. These changes should result in improved mix sequentially. For AA&S, we anticipate improved financial results in our SA&C business. This is due to defense and medical volumes increasing and expenses decreasing after our seasonal Q3 maintenance outage. In our SRP business, several pieces of equipment will take extended outages in the fourth quarter in support of our strategic transformation. First, we'll idle a finishing line to upgrade its high-value specialty materials capabilities; and second, we'll idle a melt asset to allow finishing operations to process post-strike backlogs. The outages are expected to negatively impact cost absorption and increase cash expense in the fourth quarter. We anticipate a return-to-normal capacity levels in Q1 2022. Lastly, we anticipate our China Precision Rolled Strip business to experience its normal seasonal slowdown in the fourth quarter due to lower post-holiday electronics demand. Additionally, we expect to recognize a $7 million benefit in the fourth quarter from a retroactive 2021 tax credit in China. In aggregate, we anticipate building on our improved Q3 results on both the top and bottom line. We expect to report adjusted earnings between $0.07 and $0.13 per share in the fourth quarter, despite the SRP strategic outage costs. Incremental margins will fully reflect our cost structure leverage as sales expand, largely in our HPMC segment. This growth should propel our fourth quarter earnings to 2021's high point and lead to further profit expansion in 2022. This guidance range translates into a year-end EBITDA exit rate that's more than three times greater than year-end 2020. In other words, in four quarters, we've more than tripled our earnings trajectory. As Bob said earlier, it's an exciting time to be at ATI. We are back in the black and see a steady climb out of the 2020 earnings trough. Before I hand the call back to Bob, I want to affirm the free cash flow guidance provided in early 2021. Excluding pension contributions, we expect to be free cash flow positive for the full year 2021. The team has worked hard to put us in a position to be successful, and they are committed. Work remains to close out the year, but I'm confident that we'll hit the mark. We demonstrated significant progress in the third quarter and fully expect to exit the year on a high note. I'll close with four important points. Number one, ATI is focused on growth with the cost structure we need for success. Number two, we're well positioned in key markets to achieve higher than GDP growth over the long term. Number three, transformation of our product mix is largely on track and will deliver significant benefits. And number four, our people, the ATI team are the core of our competitive advantage. Together, we've accomplished much during an extended period of uncertainty, challenge and change. I laugh a little when I hear financial experts and market pundits describe what we've collectively weathered as headwinds. That's a tad bit understated. The ATI team has persevered to do what needed to be done, working safely and responding with urgency, always with the long-term interest of the company and our shareholders in mind. Has it been easy? Have we occasionally had to first convince ourselves it was possible and that we could do it? But to be clear, we've done what needed to be done. I'm proud of what we've accomplished together. With a clear strategy and consistent focused execution, we're accelerating our velocity to a very successful future. ","compname reports q3 earnings per share of $0.35. q3 adjusted earnings per share $0.05 excluding items. q3 sales rose 18 percent to $726 million. q3 earnings per share $0.35. " "As always, we will also post a replay of this conference call on the website. I would now like to turn the conference call over to Stephan. I hope that you are doing well. Starting on slide three, you will find a few highlights from the quarter. We serve patients and consumers across a variety of end market. And this makes after a resilient business through economic cycles. In the most recent period is no exception. We have the industry's widest range of dispensing systems, active material science solutions and drug delivery technologies and services that we leverage across our reporting segments. Our customers benefit from our commitment to research and development, and the new innovations that allow us to help them grow their own businesses. It has also maintained our strong focus on sustainability, and Aptar was recently named among the Top 10 companies for reducing environmental impact by JUST capital, alongside Dell, IBM, Microsoft, MasterCard, and several other large companies. This is of course, compared to the first quarter of 2020 and COVID-19 was not yet the major factor in our quarterly results. We also achieved an adjusted EBITDA margin comparable to the prior year, while absorbing the mix shift within our pharma segment and the relative mix across our three segments. Our food and beverage segment deliver a stellar performance this quarter as consumers continue to cook at home during the pandemic, driving strong demand for our innovative food dispensing closures. Price increases also contributed to our top line growth that we are passing on increased resin costs to our customers. Demand from the beverage market was below the prior year. Though sales grew modestly on the resin price adjustments. In pharma the increased demand for our injectable components including supplying some of the COVID-19 vaccine distributions, and increased demand for our active material science solution, including those for COVID-19 test kits, offset declines in the prescription drug and consumer healthcare markets. As we had mentioned when giving guidance for the quarter, fewer non-critical doctor visits and the lower incidence of cold and flu illnesses have resulted in certain pharma customers drawing down inventory levels of allergy and other respiratory treatment delivery devices. We continue to be well positioned to niche healthcare sectors and receive these pandemic related supply chain adjustments as transitory. In beauty and home, sales to the personal care and home care markets increase, while sales to the beauty market declined due to the continued low level of retail beauty activity related to the ongoing pandemic related lockdowns. We are cautiously optimistic that the second half of the year will show a recovery in the beauty market. We are also maintaining initiatives to contain costs and manage inflation that includes raising prices to offset increases in raw material and other costs, while investing in key growth areas including adding capacity to supply the beauty market in China. Many of our customers remain optimistic that consumers are harboring pent-up demand for the beauty products that will help bring a feeling of normalcy to the lives post pandemic. Turning to slide four, and new product launches, I would like to briefly comment on several product introductions that will highlight the breadth of our offerings. In pharma, our active material science technology was selected to protect two new at-home COVID-19 tests that recently received Emergency Use Authorization from the FDA. These tests provide convenient access to testing without the need to visit the doctor's office. Our technology is integrated into these diagnostic kits to protect against moisture and other environmental conditions that would otherwise impact test accuracy. In the prescription drug market, our unidose powder device is being used in a pivotal trial of intranasal powder-based Naloxone by Nasus Pharma. Also landmark's new nasal spray treatment which combines an antihistamine with steroids to treat allergic rhinitis was recently approved in Europe with our nasal spray device. This confirms that the ongoing conversion to nasal delivery continuous in this important area. In the injectables market, we continue to support various COVID-19 vaccine distributions in all regions, with the most recent projects being added in India and Latin America. In beauty and home, our E-commerce capable high-flow pump was chosen by P&G for their new indie brand shampoo called Native. And our post-consumer recycled resin closure was selected by P&G for their planet KIND refreshing face wash. We also supplying a PCR solution to Unilever for the Dove brand purifying charcoal and clove hydrating body wash. In Europe we are providing the pump for in-store refillable personal care products in aluminum bottles for The Body Shop and our fragrance pump is featured on the Flora and Guilty Gucci perfumes by Coty. Finally, L'Oreal is using our airless jar for its Revitalift facial skincare product in China. In food and beverage after infant nutrition closure was selected for the Creme de la Creme, instant and rich milk powder for Europe and for HiPP combiotic in China. Our closures with valves for inverted condiments are the dispensing solution for several barbeque, mayonnaise ketchup and jelly products in Brazil. Also in the condiment aisle our dispensing food closures are featured on Mike's Hot Honey Original Sauce and Berman's Hot Sauce Original here in the U.S. Finally in the beverage market our sports closure is featured on two new flavors of a well-known functional drink beverage in China. I will walk through some of the details around the first quarter performance, starting with slide five. As Stephan stated, for the first quarter, we reported sales growth of 8%. with core sales up 1%. I will go into our growth by market shortly, but want to comment on our earnings first. We reported earnings per share of $1.24, which is an increase of 48% over the prior year. Current period reported earnings included a non-cash pre tax gain of $17 million or $0.19 per share related to an increase in the fair value of an equity investment. This investment happens to be our investment in PureCycle Technologies, our strategic partner pursuing Ultra-Pure post-consumer resin that will one day be part of our circular economy. Turning to slide six. First quarter adjusted earnings per share excluding restructuring expenses, and the gain on the equity investment increased 10% to $1.09 per share on a comparable basis with the prior year, including adjusting for currency effects. Our earnings also reflect certain tax benefits, including the tax deduction that we receive from stock-based compensation that as you know, can fluctuate from quarter-to-quarter. Aptar's adjusted EBITDA increased 6% to $152 million compared to the prior year. And this included the positive effects of currency translation rates, as well as the impact of the shift in business across our markets and resin cost increases. Briefly summarizing our segment results, our pharma business performance was mixed across the different divisions with total segment core sales even with the prior year, and then adjusted EBITDA margin of approximately 35%. Looking at sales growth by market compared to the prior year, core sales to the prescription market decreased 8%. And core sales to the consumer healthcare market decreased 1% for the reasons that Stephan mentioned earlier. Core sales to the injectables market increased 14% with higher demand for our vaccine components. Price accounted for approximately 2% of the total growth and about one-third of the remaining growth is from COVID related sales, mostly to supply vaccine distributions. Core sales of our active material science solutions increased 5% primarily due to increase sales of our active containers used for probiotics. Turning to our beauty and home segment, core sales decreased 3% and the segment's adjusted EBITDA margin was 10% in the quarter and was negatively impacted by increased resin and other raw material costs, which are passed through where possible, albeit through a process that has typically been on a 60 to 90-day lag. With unit sales growth by market on a core basis, core sales to the beauty market decrease 10% due to continued localized lockdowns, especially in Europe, and global travel restrictions, which have caused a significant reduction in traditional retail, the duty free sales. Core sales to the personal care market increased 2% due to continued strong demand for our hand sanitizer and liquid soap dispensers. Wholesale to the homecare market increased 13% and strong demand for our cleaners and disinfectants, and some automotive products. Turning to our food and beverage segment, which had a solid performance, core sales increased 14% in the segment achieved adjusted EBITDA margin of 17% primarily due to the ongoing strength in the food market. Looking at each market, core sales to the food market increased 19% as consumers continue to dine at home trend because of the pandemic. Core sale for the beverage market increased 2%, primarily due to the pass-through of higher resin prices. Moving to slide seven, which summarizes our outlook for the second quarter. Current underlying demand conditions in most of our markets are not expected to change dramatically from what we experienced in the first quarter. The anticipated demand for our prescription drug and consumer healthcare devices will remain under pressure compared to the prior year as customers continue to work off existing inventories. However, in some of our other markets, including beauty, we will have easier comparisons to the prior year second quarter, which was the most difficult period when you consider the impact of pandemic lockdowns. We expect a second quarter adjusted earnings per share, excluding restructuring and any change in the fair value of equity investments to be in the range of $0.91 to $0.99 per share. The estimated tax rate range for the second quarter is 26% to 28%. In closing, we continued to have a strong balance sheet with a leverage ratio of 1.4. On a gross basis that the capital was approximately 37%. On the net basis, it was approximately 31%. In addition, we continue to invest in innovative growth projects, and we are confirming our forecasted range of capital expenditures for the year at a range of $300 million to $330 million. At this time, Stephan will provide a few closing comments before we move to Q&A. In closing, on slide eight, I'd like to mention that the broad range of end markets that we serve makes Aptar a very resilient company through economic cycles, and the most recent period was no exception. The wide variety of technologies and solutions that we provide, combined with our commitment to R&D, and new innovative solutions will further build upon our solid customer pipeline. We have a profound respect for the environment that drives lower energy consumption, landfill free facilities, and sustainable product designs, we will continue to advocate for a circular economy in which packaging is reused and recycled. Therefore, our positive mid and long term view is unchanged. And when we look past this global pandemic induced crisis, the future is quite promising. We look forward to going after for the long term benefit of all stakeholders. ","compname posts q1 adjusted earnings per share $1.09 excluding items. q1 earnings per share $1.24. q1 adjusted earnings per share $1.09 excluding items. q1 sales rose 8 percent to $777 million. aptargroup - sees earnings per share for q2, excluding any restructuring expenses and changes in fair value of equity investments, to be in range of $0.91 to $0.99. " "I would now like to turn the conference call over to Stephan. I hope that you are doing well. I would like to discuss a few highlights as mentioned on Slide three. In summary, sales increased in each of our reporting segments with currency-related tailwinds adding to the core growth. The right breadth of our portfolio of solutions and services continues to be a key strength of Aptar as we generated growth in each segment and double-digit growth overall for the company. Bob will speak in more detail on sales by market when he gives his update. Similar to the first quarter, growth of our Pharma segment was driven by strong demand for elastomeric components for injectable drugs and exit Material Solutions, which offset declines in sales to the prescription and consumer healthcare markets, which continue to be impacted by customers drawing down inventory levels in key categories. Our Beauty + Home segment reported solid growth in the beauty and home care markets, the former being mostly on easier comparison to the depressed second quarter of 2020 although with some initial signs of recovery. Sales to the personal care market were slightly below the prior year's strong performance as hand sanitizer demand is normalizing. Approximately 75% of the growth came from increased volumes. In our Food + Beverage segment, top line growth was strong across each market segment with about 60% of the growth coming from price adjustments related to the passing through of higher resin costs. It continues to be a very challenging input cost environment, and we are in the process of passing through higher input costs to our customers. Our overall margin was also affected by the mix of sales within our Pharma segment, favoring some of our lower-margin businesses in pharma. We also remain active on the M&A front making several strategic investments. During the quarter, we announced that we were in the process to acquire the outstanding shares of Voluntis, a pioneer in digital therapeutics. This is a significant step in building our foundation in the fast-growing digital healthcare space. If we have learned anything from the pandemic, it is that advancements in healthcare are rapidly accelerating. And things like remote patient engagement and patient monitoring, whether for clinical trials or real-world treatment, will be a big part of each of our futures. Just this week, we announced another pharma transaction. We have entered into an agreement to acquire 80% of Weihai Hengyu Medical Products, a leading manufacturer of elastomer components for injection devices in China. This investment gives us immediate local and regional supply capabilities in the critical and growing injectable space. Also, subsequent to the quarter, we announced the collaboration with a Chinese skin care company called YAP to bring new skin care solutions to the market. We look forward to leveraging YAP's expansive market insight database focused on specific consumer skin care needs and skin care profiles, and we will use YAP's in-depth experience and customized turnkey solutions as well as online product distribution and promotion. On the sustainability front, we have been active in forming strategic partnerships to further our progress toward a more circular economy where plastic can be recycled and reused. To that end, we have formed a partnership and are serving as a strategic advisor to a company called Repo to offer a reusable water bottle that uses technology to help people stay high graded while helping to collect castaway plastic bottles. Now on Slide four, I would like to speak to a few environment, social and governance, or ESG updates. As previously announced, 3BL Media evaluated the 1,000 largest public U.S. companies on ESG performance, and Aptar is honored to be named among the top 50 companies who are leading in corporate citizenship. We also announced the launch of our 2020 Sustainability Report, which highlights again our extensive sustainability initiatives that have been implemented across our global operations, and we invite you to read the report on our website. Our first comprehensive sustainability report was for the year 2014. So our experience in engagement is built on deep expertise and a long track record. Canvas is a highly accomplished business leader with over 30 years of experience developing and marketing products for the healthcare, cosmetics, food and beverage industries. And she has held leadership positions with Amway, Loreal, Coca-Cola and Procter and Gamble, among others. Our directors provide valuable guidance and keen oversight based on their first-hand operating experience in the end market and geographic regions in which we operate as well as functional expertise and multicultural insights. Candace is a valuable addition to Aptar's Board with deep contemporary knowledge of our markets, including having spent a significant time in China. Turning now to Slide five, in new product and technology launches. I would like to briefly comment on several product introductions that will highlight the breadth of our offerings. In pharma, our elastomer softwares used with injection systems continue to play an important role in the COVID-19 vaccine distributions worldwide, including a vaccine approved in Latin America. We're also supplying stockers for several animal vaccines in Mexico. In the prescription drug market, the central nervous system pipeline is active, and we have several customers making progress with nasal delivery of a variety of medicines in the area of opioid overdose antidote, epinephrine medicines to treat suicidal tendencies. In Consumer Healthcare, our pressure-free ophthalmic squeeze dispenser is the delivery device for a new over-the-counter iLubricant by Bausch and Lomb Biotrue brand in the U.S. In Beauty + Home, we recently announced a strategic sustainable dispensing system, our first fully recyclable non-material dispenser pump for the beauty and personal care products called Future. Because the Future pump is made only from polyethylene, it also aligns with the most common materials used to make the bottles, polyethylene and polyester, or PET. Therefore, the complete packaging, including pump and bottle, are more easily recycled. We also supplied our prestige fragrance pump for a new Tom Ford fragrance and our dispensing closure for Dollar Shave Club's New shampoo and conditioner line, most recently launched in the U.S. Also in the U.S., our airless pump is the dispensing solution for Coty's Cover Girl + Olay brand color cosmetics product called Eye Rehab. Finally, in the home care market, our closure with SimpliSqueeze valve is featured on the NUK dish care product in Europe. In Food + Beverage, we received critical guidance recognition from the Association of Plastic Recyclers for our SimpliCycle recyclable valve technology. Or SimpliCycle valve is made from a low-density materials that allows the valve to float so it is easily separated from the polyester stream and then ultimately recycled twisted polypropylene or polyethylene olefin stream. In the food market, our custom closures are featured on a limited additional line of mash-up sauces, including hot sales coupled with ranch and tartar sauce combined with ketchup by KraftHeinz in Canada. Nestle has also launched a new range of condiments with flavors from the Middle East called Mezeast, which feature our food closures. Turning to the beverage market. Our closure with SimpliSqueeze valve is the dispensing solution for a new concentrate product in Germany called Creme de la Cream Concentrates by ALDI. Starting with Slide six. As Stephan mentioned, we had a strong top line performance in the quarter, and I will walk through some of the market growth in a few minutes. Turning to Slide seven. Second quarter adjusted earnings per share increased 7% to $0.91 per share on a comparable basis with the prior year and when neutralizing currency effects. Aptar's adjusted EBITDA increased 8% to $148 million compared to the prior year, and this included the negative impact of the shift in business across our markets as well as a net negative inflation impact of approximately $9 million. Our consolidated adjusted EBITDA margin would have been approximately 180 basis points higher without the net negative inflation effect and the margin compression impact from passing on the higher costs. Slide eight and nine cover our year-to-date performance and show the 5% core sales growth and our adjusted earnings per share which were $2.01, up 10% compared to the $1.83 a year ago, including comparable exchange rates. Briefly summarizing our segment results, our Pharma business performance was mixed across the different divisions with total segment core sales growth of 2%. Pharma had an adjusted EBITDA margin of approximately 33%, which was reflective of the mix of business across the different markets compared to the previous year. Additionally, Pharma's margin was negatively impacted by approximately 100 basis points due to net negative inflation costs in the quarter of approximately $2 million. Looking at sales growth by market compared to the prior year. Core sales to the prescription market decreased 7%, and core sales to the consumer healthcare market decreased 1% as certain pharma customers in these markets continue to draw down inventory levels as treatment for allergic rhinitis and cough and cold are impacted by low levels of patient consumption and fewer overall noncritical doctor appointments. It was another strong quarter for components used for injectable medicines and our active material solutions. Core sales to the injectables market increased 14%, and half of the growth was related to vaccine administration, of which the majority was for COVID-19 vaccines. Core sales of our active material science solutions increased 20%, primarily due to increased sales of our protective packaging solutions for probiotic products and COVID-19 diagnostic test solutions. Turning to our Beauty + Home segment. core sales increased 13% over the prior year second quarter, which is the most difficult period during the COVID-19 pandemic. Approximately 75% of the growth came from increased volumes. This segment's adjusted EBITDA margin was 11% in the quarter and was negatively impacted by the timing of passing through increased resin and other raw material costs as well as other inflationary costs, which had negatively affected adjusted EBITDA by roughly $5 million. Had we not had this net negative inflation impact and we did not have the margin compression effect of passing through the higher costs, EBITDA margins would have been approximately 180 basis points higher. Looking at sales growth by market on a core basis. Core sales to the beauty market increased 28% due to higher consumer demand for fragrances and facial skin care products. Core sales to the personal care market decreased 1% as higher sales to the hair care and sun care markets were offset by declines in personal cleansing as hand sanitizer demand normalizes. Core sales to the home care market increased 26% on strong demand for a variety of applications and increased custom tooling sales. Turning to our Food + Beverage segment, which had another solid performance, core sales increased 23%. Approximately 60% of the core sales increase is due to passing through higher resin and other input costs. The segment had an adjusted EBITDA margin of 16% and was negatively impacted by net inflationary cost increases of approximately $2 million. Had we not had this net negative inflation impact and we did not have the margin compression effect of passing through higher costs, EBITDA margins would have been approximately 360 basis points higher. Looking at each market, core sales to the food market increased 21% as volume rose on increased demand for specialty food dispensing closures as consumers continue to cook at home. Core sales to the beverage market increased 26% as we realized some recovery over a very low prior year second quarter. Moving now to Slide 10, which summarizes our outlook for the third quarter. I'd like to take a minute to remind everyone that in the prior year third quarter, we had a progresssignificant amount of cost and tooling sales that caused an atypical jump in our sales last year in our Active Material Solutions Group, where we were up over 50% in year-over-year top line growth. As Stephan mentioned, while we expect the second half to continue to show signs of recovery, our expectation is now for a stronger recovery toward the end of the year. There's still a lot of uncertainty regarding the pace of economic recovery, and many of our customers remain cautious. We don't yet see a significant change in the prescription drug market in the third quarter but are anticipating an improvement in the fourth. We expect our third quarter adjusted earnings per share, excluding any restructuring expenses, acquisition costs and changes in the fair value of equity investments, to be in the range of $0.90 to $0.98 per share. The estimated tax rate range for the third quarter is 28% to 30%. While we don't give guidance beyond the coming quarter earnings per share range, we have mentioned our optimism around the fourth quarter, and that would imply that our fourth quarter adjusted earnings per share range should be above the third quarter, nearer to the current published consensus of equity research analysts. In closing, we continue to have a strong balance sheet with a leverage ratio of approximately 1.5. On a gross basis, debt to capital was approximately 36%. While on a net basis, it was approximately 29%. In addition, we continue to invest in innovative growth projects, and we are confirming our forecasted range of capital expenditures for the year at a range of $300 million to $330 million. At this time, Stephan will provide a few closing comments before we move to Q&A. In closing, on Slide 11, I'm very proud of our people and the work we have accomplished through the first half of the year amid these unprecedented times. As certain economies begin to reopen, we expect the recovery in our beauty, beverage and prescription pharma business to gradually progress. However, this recovery is likely to occur at a measured pace given the uncertainties around the COVID-19 variants and very limited intercontinental and intra-Asian travel. We anticipate a stronger performance toward the end of the year. As Bob pointed out, our fourth quarter should be stronger than our third, despite the fact that certain inflationary costs will remain a headwind, especially labor and likely transportation. To mitigate those effects, we aim to implement further price adjustments where necessary to pass on these costs. As we look out further, vaccine distributions will eventually be more widespread and successful, and life will eventually return to more normal experiences, with more robust social activities and international travel. Our business is built for the long haul. As I mentioned earlier, because of our breadth across attractive markets, we are able to generate growth even when conditions are not always ordinary in each market. We will continue to focus on sustainable growth and returns across all areas of our business and anticipate that our consolidated margins will improve as we transition to a more balanced and steady growth pattern. The long-term outlook for our company has not changed and remains quite promising. We are making strategic investments today that will further strengthen our competitive position, including expanding capacity in key high-growth regions and markets. ","q2 adjusted earnings per share $0.91 excluding items. for q3, broader macro factors impacting business are not anticipated to change dramatically from q2. expect accelerated improvement toward end of year. expects ongoing steady demand for elastomer components for injection devices in q3. aptargroup - strong custom tooling sales reported in q3 2020 by pharma segment's active material science solutions division is not expected to repeat. will look to implement further price adjustments as necessary to pass inflation and cost pressures over time. sees q3 earnings per share $0.90 to $0.98 excluding items. " "Before beginning, let's take a moment for our usual cautionary reminder. Such factors can include weather conditions, changes in regulatory policy, competitive pressures and various other risks that are detailed in the Company's SEC reports and filings. With net sales for Q1 up by over 20% and net income up by a factor of six, I'm pleased with our overall results. This is a good start to the year and stands in stark contrast to Q1 of 2020 when the global pandemic started. The bright spot for us was herbicides for corn, soybeans, fruits and vegetables, which recorded an increase of 86% in net sales and 60% increase in gross profit. We enjoyed sales increases among our corn soil insecticides, however, they were offset by decreased sales in Bidrin, our cotton insecticide, as our customers work through inventories carried over from last year when there was low pest pressure. Further, our soil fumigants sales declined by about 10%, due largely to water allocation issues in California. Our non-crop business came on strong led by Dibrom, our mosquito adulticide, pest strips and increased license fees and royalties from our proprietary Envance solutions. We continue to pursue expansion of the Envance portfolio into additional markets. In our international business, we continue to see strong performance in Mexico, improvement in Brazil and higher gross margin in Central America. Also our newly acquired Australian business, AgNova, performed very well and is providing both market access and a level of critical mass to Australia and the Pacific region. Further, our newly acquired greenhouse business, which features a line of biological solutions for soil health, nutrient uptake and stress tolerance, fits well within our markets in the Americas and Australia and has given us expanded market access into India, China and Europe. As David will elaborate, we continued to exercise financial discipline over the quarter. While operating expenses rose on an absolute basis, they dropped as a percentage of sales from -- to 36% from 38% during the comparable quarter, thus we are seeing some economies of scale in our overall operations. In addition, improved sales enabled us to reduce inventory levels when compared to the first quarter of 2020 despite the addition of the two new businesses. Our factory overhead absorption was up slightly due largely to the addition of the two greenhouse plants. We expect the factory efficiency will improve over the course of current year. Finally, we finished the first quarter of 2021 with borrowing capacity of $51 million as compared to $36 million in the comparable period in 2020. Next I would like to turn to David for his comments on our financial performance with a focus on matters of particular interest to our investors. With regard to our public filing, we plan to file our Form 10-Q within the next few days. As we have noted in previous calls, the Company is fortunate to participate in industries that are considered part of critical infrastructure in all countries in which we operate. As a result, throughout 2020 and now into 2021, our customers and suppliers and our employees and operations have all continued more or less without disruption during the pandemic. With regard to our sales performance for the first quarter of 2021, the Company's net sales increased by 21% to $116 million as compared to net sales of $96 million at this time last year. Within that overall improvement, our U.S. sales increased by 18% to $72 million and our international sales increased by 27% to $44 million. International sales accounted for 38% of total net sales as compared to 36% of net sales this time last year. With regard to gross profit performance, our U.S. crop business recorded lower absolute gross profit on the increased sales. There are few reasons. First, we recorded lower manufacturing output compared to this time last year and lower factory recovery as a result. We believe we will catch up during the balance of the year. Second, we had lower sales of higher margin products, for example, those products associated with our cotton market and higher sales of some lower margin products. Our non-crop gross margin approximately doubled as compared to the same quarter of the prior year. There are two reasons. First, as Eric mentioned -- has already mentioned, we had improved sales of our U.S. Dibrom products and our pest strips. And second, we secured an extension to one of our Envance essential oil technology agreements and recorded increased royalties and license fees as a result. With regard to our first quarter 2021 international sales, we saw increased sales and as a result, increased gross profit. Half of the improvement was driven by the newly acquired businesses, AgNova in Australia and Agrinos biologicals business, which both generated margins above our international average. In addition, our other international businesses benefited from an overall favorable mix of sales in the quarter. Operating expenses for the quarter increased by 13% as compared to the same period of the prior year. This included the addition of the activities of the two newly acquired businesses, which together accounted for approximately half of the increase. Other increases included legal expenses, higher incentive compensation accruals linked to business performance and freight costs associated with volume and mix. Offsetting these increases, we recorded lower marketing expenses and an improved performance on foreign exchange rates than in the comparable quarter of 2020. Eric covered the sales performance and I followed up with comments on gross margin and operating expenses. Together, these factors generated operating income that was twice the level reported for the same period of 2020. From this statement, you can also see that during the first quarter, we recorded a gain on our equity investment in the business called Clean Seed, which has some exciting technology that fits well with our SIMPAS business. We also recognized in other income the forgiveness of a payroll protection plan loan that we assumed upon the acquisition of the Agrinos biological business out of bankruptcy. Finally, we recorded $560,000 lower interest expense in the first quarter of 2021 as compared to the same period of 2020. There were two factors. First the rate on our loan is down as a result of U.S. policy to stimulate the economy. And second, we have lower borrowings caused by 12 months of cash generation from our businesses offset by some acquisition activity. Our income before tax is up 14 times in comparisons last year. From a tax perspective, we had a very similar base rate for the quarter of 31%. However, in 2020, we recorded very low taxable income. And in addition, we have some benefits primarily related to the Tax Cuts and Jobs Act that was not available in 2021. All of these factors came together in the bottom line. We are reporting $3.1 million, which is a six-fold increase compared to the first quarter of 2020. Now I want to turn my attention to the balance sheet. As you can see on this slide, we started 2021 with an improvement of 44% in the cash -- in cash generated by our activities. Further you can see that working capital increased, which is normal at this point in the Company's annual cycle. Plus we have two more businesses in 2021 as compared to the same quarter of 2020. The main driver for the increase in the first quarter relates to accounts receivable. You can see that in the statement of operations, our sales were up more than $20 million quarter-over-quarter. As I noted at the start of my remarks, our customers have continued to operate without significant disruption throughout the pandemic. They are placing orders for our products and making payments when expected. We continue to monitor accounts receivable performance across our various businesses, both in the U.S. and abroad and can confirm that at this time we continue to experience a pretty stable credit risk position. At the end of March 2021, our inventories were at $172 million, including about $8 million of inventory related to acquisitions completed since the end of the first quarter of the prior year. This compares with inventories of $176 million this time last year. So we feel that we have controlled inventory fairly well during this early phase in the Company's annual cycle. Our current inventory target for the end of the financial year is $150 million, that compares with $164 million at the end of 2020. That target is obviously dependent on a few things, including a continued low impact from the pandemic, normal weather patterns and no acquisitions. With regard to liquidity, as you can see from this chart, we have been consistently moving debt down. You can see that our position at the end of the first quarter is significantly better than at the end of the first quarter of the prior year. Availability under the credit line has improved to $51 million at March 31, 2021, as compared to $36 million last year. Our credit facility is scheduled to terminate in June of 2022 and we are already in discussions with our lead bankers regarding a reset on the facility to ensure that it does not go current at the end of the second quarter of this year. In summary then, in the first quarter of 2021, we have increased sales by 21%, seen manufacturing output lower than the prior year and taken a higher level of under recovery factory costs as a consequence. Overall margins have remained in the normal range for the company. We have managed operating expenses, which increased in absolute terms, but reduced when expressed as a percentage of sales. Our pre-tax income increased 14 times and net income six times. From a balance sheet perspective, accounts receivable increased driven by strong sales growth. Inventories increased, but to a lesser degree than last year including the impact of the addition of the two new businesses. Debt increase but continues to track below prior year comparative periods. And finally, availability under the Company's credit facility has improved. We believe that this performance represents a good start to 2021. With that, I want to turn to our growth initiatives beginning with our biological businesses. As we've mentioned in the past, we have assembled multiple product lines globally, offering in soil health and biological solutions for farmers. Presently, these products generate over $30 million in sales annually for us. We have intentionally taken this direction in light of the fact that biological markets is forecasted to grow at a compound annual growth rate of nearly 10%, which is far higher than that of traditional crop protection in a second only to precision ag and projected growth in the ag sector. Over the past few decades, industry has spent billions of dollars in R&D to develop these solutions, which, at first, were not widely accepted by growers. However, the tide is turning and growers have increasingly embraced this technology. Sustainability has become a vital consideration for farmers as farmland is considered their most precious asset. Growers want to improve yield while ensuring that their soil is healthy both now and for future generations. We are poised to address growers' demand with the portfolio globally of over 80 bio-solutions that enhance soil health and sustainable agriculture. Let me now turn to technology and specifically to the subject of how our SIMPAS, Ultimus technology offers an unrivaled solution for the carbon credit market. First, let me set the stage. As you know, climate change has become a subject of enormous interest globally. Along with infrastructure, it is one of the most important pillars of the current U.S. administration. In the interest of addressing climate change within the ag industry, we have seen a proliferation of carbon credit markets globally, some private, some public, and each with its own set of rules and standards. Within the past month, The Growing Climate Solutions Act of 2020 was introduced into the U.S. Senate. Under the act, USDA will become the national authority for certifying both carbon credit programs and for verifiers for compliance with these programs. Similarly, three days ago, the European Commission published their own guidance on carbon farming in which they stressed the importance of monitoring, reporting and verification or MRV, stating MRV is integral to result based carbon farming schemes as it is the step that quantifies the impact of climate actions that is the result. In short, governments are moving at a rapid pace to organize and standardize the carbon credit markets and a common theme is that of MRV. With that background, let me turn to our patented SIMPAS, Ultimus technology and explain why it is ideal solution for the carbon credit market. The SIMPAS part of the technology is a precision application system that we have described before. It's variable rate, multiple product dispensing system that enables grower to use only what is needed, precisely where it is needed on the field as per an agronomist prescription. Further, SIMPAS is not limited to any particular type of input. It can dispense crop protection products such as insecticides, nematicides, and fungicides as well as biologicals and nutritionals. This season, planters using our SIMPAS technology will be treating 60,000 to 70,000 acres in the United States using our products alone while strategic partners are testing their own products. In fact, I will now share a brief video that was shot two weeks ago by Asmus Farm Supply, a leading edge retailer located in Iowa, simultaneously applying insecticide, fungicide and micronutrient through their 24-row SIMPAS system. Now let's turn to Ultimus, which through the use of RFID tags and our ISO [Phonetic] configured software platform, measures records and verifies the use of crop inputs. When coupled with the permanent ledger system, such as blockchain, Ultimus record of these activities and transactions becomes immutable. To demonstrate how SIMPAS, Ultimus can address the carbon credit market, allow me to use a concrete example. Agrinos makes a product called iNvigorate, which is a consortium of 22 microbials that improve soil health while embracing the roots ability to absorb nutrients such as nitrogen and phosphorus. Let's say as a part of a carbon credit program, a farmer wants to reduce the use of nitrogen laden synthetic fertilizer. With SIMPAS, Ultimus, by using iNvigorate and a less than full rate of synthetic fertilizer, the farmer could measure, record and verify the application and present the permanent record to the carbon program authority. Interestingly, working with the University of Illinois in 2018, Agrinos conducted this very exercise and demonstrated using half rates of nitrogen and phosphorus fertilizer on corn with iNvigorate generates the same yield as a full rate fertilizer alone. One other point worth mentioning here is that in certain European nations, farmers are already being required to do a pre-plant soil analysis. If they find a high level of nitrogen in the soil, they're restricted as to how much nitrogen they can add to the field. SIMPAS, Ultimus and the soil health product like iNvigorate, those farmers could not only ensure compliance with the mandate, but also improve bioavailability of nitrogen, potassium and phosphorous to the crop. Before leaving this topic, I'd like to share a quick video showing our team utilizing the SmartFill apparatus to fill smart cartridges with our zinc micronutrient. By the way, we have successfully engineered that SmartFill system, so that it can be deployed anywhere globally at a very reasonable cost. As you can see then, we are unique in offering a comprehensive solution toward advancing sustainable agriculture and addressing climate change. SIMPAS offers the farmer prescriptive delivery of multiple products for use only where needed and is an ideal platform for delivering soil and plant health products. And as I mentioned, we offer over 80 biologicals from our own portfolio. Ultimus completes the picture as a leading MRV technology for the fast-developing carbon credit market. Turning now to full-year 2021, we are encouraged at what we are seeing in the row crop markets. After eight years of relative stagnation, which is the longest running down cycle in the century, commodity prices for corn have taken off. After floundering around three to four orders per bushel, corn has now jumped to $7.50. Similarly, soybeans have risen from the $8 to $9 range to over $15 per bushel. These prices should have a positive effect on the farm economy. Thus, we expect that weather permitting row crop farmers will be inclined to invest in their crops with greater confidence and less restraint than we have seen in the past several years. Current sales activity for our crop products has been strong during the second quarter. In order to ensure a reliable supply of products and to respond swiftly to changing market conditions, we continue to invest in our core manufacturing assets. In this vein, after being offline for several years, we have resumed synthesis of our unique PCNB fungicide product line at our Los Angeles facility. As you may recall PCNB under the turf side brand, is used for snow mold control and turf applications such as golf courses and under the Block -- Blocker brand to control common scab in potatoes. This revival will help not only sales performance, but also factory absorption. On a consolidated basis then, we expect full-year 2021 net sales to increase by low-double digits as compared to those in 2020. In fact, we reiterate the other measures from this slide, which we presented in our last earnings call with respect to gross margin, operating expenses and the like. However, we add that we expect our net income growth to be even stronger than that of sales. In summary, based on Q1, we are off to a strong start and looking forward to a better year. We will now entertain any questions you may have. ","q1 sales $116 million. " "With that said, let's have our usual cautionary reminder. Such factors can include weather conditions, changes in regulatory policy, competitive pressures, and various other risks that are detailed in the Company's SEC reports and filings. 2020 was a year that was fraught with changing demands and conditions, and our people weathered the storm admirably. We met our critical objective of keeping the workplace safe and healthy for our employees with virtually no work-related transmission. This, in turn, enabled us to operate continuously, and to serve our customers reliably in all regions. By comparison, the Top 5 public companies in our sector were on average, flat on both the top and bottom line. While David will be giving you more detail on this and other aspects of our financial performance, I would like to cover a few highlights. Over the course of 2020, we committed to improving our balance sheet and I'm pleased to report that we succeeded in doing so. We generated a nine-fold increase in cash from operations versus the prior year due, in part, from inventory and factory management, controlled operating expenses, and record high customer early pay participation. This, in turn, enabled us to pay down debt and improve borrowing capacity. We are able to make these improvements while, at the same time, concluding two key strategic acquisitions; AgNova, for market access in Australia, and Agrinos, a green solutions company. Further, we defined an environmental, social and governance platform, which includes extremely promising products and technology solutions. Now, I would like to turn to David for his comments on our financial performance, with the focus on matters of particular interest to our investors. I will then give you my thoughts on our growth platforms, and a particular focus on green solutions and precision application. I will then close with my 2021 outlook, and then take questions from our listeners. With regard to our public filing, we plan to file our Form 10-K for 2020 within the next few days. As we have noted in previous calls, the Company is fortunate to participate in industries that are considered part of critical infrastructure in all countries, in which we operate. As a result, throughout 2020, our customers and suppliers, and our employees and operations have all continued more or less without disruption during the pandemic. Having said that, the pandemic has impacted us in a few ways including, first, at the start of the year, we experienced a significant devaluation in a few key currencies, specifically, the Brazilian real, the Mexican peso, and the Australian dollar. That negative currency effect has started to somewhat reverse as we reached the end of 2020. Second, the pandemic prevented us from many of our normal infield activities, including face-to-face meetings with distributors, retailers or growers, or activities such as product development and defense. On the other hand, as you will see in our financial statements, the same restrictions and foreign exchange rate movements have caused us to spend less on operating expenses, including travel. With regard to our financial performance for the fourth quarter of 2020, the Company's net sales increased by 8% to $141 million, as compared to sales of $131 million, this time last year. Within that overall improvement, our US sales were up 4% to $85 million, and our international sales increased by 15% to $56 million. International sales accounted for 39% of total sales, as compared to 37% of total sales, this time last year. The main factor -- factors driving our sales performance are as follows. In our US crop market, sales increased by approximately 19% as a result of strong sales of products sold into the Midwest row crop market such as, our SmartBox, Counter, and Aztec brands, as growers reacted to increased blood pressure and on to increased commodity pricing for soybeans and corn. Sales for our domestic non-crop market declined about 45% as a result of lower sales of our deep Dibrom products into vector control districts, primarily as customers worked to address slightly elevated channel inventory levels. Finally, our international sales grew by 15%. Approximately half of the improvement is associated with new sales related to the two businesses acquired at the start of the quarter. The balance of the increase relates to strong sales of our bromacil herbicide, which has a much improved supply position this year and Counter sold into Mexico. With regard to the underlying market performance of our products, during the quarter, our US crop business recorded increased absolute gross profit, but gross margin percentage declined slightly. The decline in gross margin percentage was driven primarily by the lower manufacturing activity, which is typical for the Company's fourth quarter. Our fourth quarter non-crop gross margin declined from 42% in Q4 of 2019 to 35% in 2020, driven primarily by the reduced market demand for Dibrom already discussed, and by the lower factory activity rate. International margins improve with the addition of businesses acquired in the fourth quarter, and strong sales of bromacil, reflecting improved material supply. Overall, gross margin performance for the final quarter of 2020 was in line with the prior year at 36%. Operating expenses for the quarter increased by 11% as compared to the same period of the prior year. This includes the addition of the activities of the two newly acquired businesses, which together accounted for approximately 40% of the increase. Other increases include, additional marketing expenses, legal expenses, higher cash incentive compensation accruals linked to business performance, and some expense associated with the change in the fair value contingent liabilities associated with an acquisition. This relates to a business that we purchased out of bankruptcy. When the opportunity presented itself, we moved quickly and got a great deal. We engaged outside valuation experts to assist management in the assessment of the fair value of the assets acquired. The gain we recorded is the difference between the purchase price consideration paid and the fair value of the net assets acquired. Also during the three-month period, we recorded lower interest expense, primarily as a result of lower federal base rates on our loans. Finally, our effective tax rate was low in the quarter. There are couple of reasons for this. First, the bargain purchase, just discussed, is a non-taxable transaction. And second, we were able to release some reserves associated with uncertain tax positions related to acquisitions we made in both 2017 and 2019. As a result of these various factors, net income for the three-month period was more than twice the level reported in the same period of 2019. With regard to the full-year performance, the overall business revenues reduced by about 2% in 2019, as compared to 2019 -- in 2020, as compared to 2019. We consider that performance to be reasonably aligned with the prior year in a period that has been marked by widespread closure of many businesses during the prolonged period the pandemic. Within that revenue decline, our US crop business increased by 1% to $223 million in 2020, our US non-crop business sales declined by 21%, to end at $49 million, and our international business remained approximately flat with new business revenue offsetting the effect of foreign exchange rates. Our 2020 manufacturing performance ended the year very close to our average long-term performance. As you can see from the chart, net factory costs for the year amounted to approximately 2.8% of sales. This compares to 2.6% for 2019, and our target of 2.5%. This says, that despite all the pandemic-related challenges, we were able to maintain our manufacturing activity at relatively normal levels. For the full year 2020, despite some movements by category, gross margin percentage was in line with 2019, at 38%. For the full year of 2020, our operating expenses increased by 2%, to end at $154 million, or 33% of sales as compared to $151 million, or 32% of sales last year. In 2020, we had several dynamics affecting our operating expenses. These include, pandemic-related reductions in travel activities, the impact of lower FX rates affecting translation to US dollars of operating costs recorded in other currencies, and finally the addition of new businesses acquired in the final quarter of the year. Our interest expense is down primarily because of federal reserve base rates. Our tax expense is down primarily because of the bargain purchase gain, which is non-taxable, and the release of reserves in certain tax positions related to prior acquisitions. In summary, for the full year 2020, when looking at our income statement performance, we have operated close to normal. Margins have remained very steady, indicating that prices have held up, raw material costs and factory performance has been well managed throughout this year of disruption. Our operating costs have increased slightly, but do include additional businesses for both the quarter and the year. We made a good deal to inquire -- to acquire an exciting biologicals business for a bargain price out of [Phonetic] bankruptcy. And at the bottom line, we've seen a very strong finish to 2020 and reported net income, up 12% compared to 2019. From my perspective, the operating and financial focus for the Company remains as follows. We continue to follow a disciplined approach to planning our factory activity, balancing overhead recovery with demand forecasts and inventory levels. As you can see on this slide, we've had a very strong year with respect to cash in 2020. We generated slightly less from operations when compared to prior year, but have been focused full year on working capital, and this slide shows that has gone very well. Including working capital, we generated $89 million from operations, which is about nine times what we have achieved on a -- in average for the prior two years. The cash generated was used principally to two purposes. First, we invested a total of $36 million, acquiring two businesses, making a strategic equity investment, continuing to develop our manufacturing capability, and advancing our SIMPAS delivery systems. Secondly, we paid down debt by $43 million. At the end of December 2020, our inventories were at $164 million. This includes about $14 million of inventory related to acquisitions completed since late December 2019. And adjusted or underlying inventory of $152 million is slightly better than the $154 million we indicated during the last call. With regard to accounts receivable, as I noted earlier, our customers have continued to operate without significant disruption. They are placing orders for our products, making payments when expected. Participation in our annual standard early pay program was strong, indicating that our customers -- that the customers we deal with had a good year. The end result for 2020 resulted in consolidated accounts receivable of $119 million in 2020, as compared to $136 million, this time last year, notwithstanding the higher sales in the fourth quarter. Consequently, we can report that despite the pandemic, we have not seen any material change in the assessment of our credit risk exposure at the end of 2020 in comparison to the prior year. With regard to liquidity, as you can see from this chart, we have been constantly working down debt from a high in the first quarter, which is a normal rhythm for the Company, to a low at the end of the year. At the same time, after a challenging first quarter, which was impacted by the arrival of the COVID-19 pandemic, our quarterly financials have steadily improved. There are three factors in the calculation of availability. The first is our financial performance, which is broadly in line. The second is the multiplayer under the terms of the credit facility, which is slightly higher this year than last, and accounts for about $15 million increase in availability. And the third is the level of debt, which accounts for $43 million increase in availability. Taking all that together, availability at December 31, 2020 is $85 million, as compared to $27 million for the same time last year. In summary then, in 2020 from a balance sheet cash perspective, we have continued to be acquisitive for the long-term benefit of the Company. We have carefully managed inventory and accounts receivable and, thereby, working capital, cash and debt. At the end of the year, we believe we have improved our balance sheet and liquidity, and are well positioned to look at 2021 with a sense of optimism. With that, I will hand back to Eric. As you may recall from our earnings call in November last year, I began to turn our attention to our strategic direction and long-term prospects. In the course of my comments, I described our three platforms for growth, namely, our core business, our green solutions platform, and our precision application technology, led by SIMPAS and Ultimus. I also gave you a view into how much we think these platforms will grow over the next three years to five years. Today, I would like to revisit these platforms with a particular focus on how our green solutions and precision application technology, both provide unique and compelling environmental -- what I'll call, ESG, environmental, social and governance solutions, and position us to grow our business at a faster rate than through conventional AgChem offerings. Let's start with a quick update on our core business. As I mentioned earlier, in Q4 we closed on the acquisition of AgNova, an Australian-based company, headquartered in Melbourne that sources, develops and distributes specialty crop protection and protection solutions for the agriculture, horticulture and non-crop markets. The addition of AgNova, improves our market access in the region, including with respect to SIMPAS, Agrinos, and green plant solutions, and gives us greater critical mass in an important territory. Furthermore, AgNova offers product lines that we can readily market in other regions. Now let's turn to the other two platforms. In doing so, it is first necessary to lay the proper groundwork. I mentioned earlier, we have defined our ESG position. Public companies, far and wide, are increasingly being called upon by investors such as, BlackRock happens to be our largest shareholders, institutional shareholder services like ISS, and regulators such as the SEC to report upon their commitment to ESG. We at American Vanguard, have a great story to tell with regard to ESG. As I take you through our green solutions and precision application technology platforms, you will see this more clearly. At the close of 2020, we published our statement under the tab ESG on our website. As we stated on that page, we are committed to the principal of sustainable agriculture, which to us means that all people should have the right to a stable, affordable food supply both now and into the future while, at the same time, maintaining and preferably improving soil health. As an essential part of that commitment, we seek to promote three equitable considerations, climate, environment and food. As per our Climate Change Commitment, also on our website, we are committed to making enterprisewide progressive and measurable efforts toward helping to address the trend of global warming. With respect to environmental quality, we seek to leave the planet in a better state than we founded. And as a key supplier of crop inputs, we are essentially involved in food equity. In order to advance these three agendas, a crop input company such as, ourself, would focus on products or application technology that promote carbon sequestration, improve plant and soil health, have an environmentally friendly profile, and improve yield. As an example, you can see from this slide, courtesy of our greenhouse business, biostimulants can advance all of these considerations. They reduce carbon dioxide, thus improving air quality, and the climate; improve the yield per acre, making food more affordable; improve food quality, helping growers to succeed; conserve water, advancing environmental equity; and improve the soil's microbial community. We have many such ESG-friendly products within our green solution platform. For example, OHP provide several biosolutions to domestic nursery and ornamental customers. AmGreen and Central America offers a range of tailored biologicals to customers like, Chiquita. And we continue to see consumer acceptance of our low-impact insecticides from Envance Technologies that are safe for children and pets. These -- this technology forms the basis of our innovation partnership with Procter & Gamble, specifically, under the Zevo brand of consumer insect control products. After having achieved success in 2020 with Home Depot and Target, Zevo's 10-store test and Tampa's Walmart stores has exceeded expectations, and will enable the P&G team to aggressively sell to full chain distribution for calendar 2021. Let me share with you a short video posted on P&G Venture Capital website -- Venture Capital -- Ventures website that positions Zevo. For any of you who have not tried any of the core Zevo products, I encourage you to go out and purchase them, and give them a try. In addition to Zevo for household use, we offer Guardian mosquito repellent, and are expanding these solutions into animal health and professional pest control. At the same time, we are pursuing two novel development platforms. Under our Maryland [Phonetic] research platform, we are using our patented screening process to discover and create novel insecticide compounds. This is true R&D effort. Over the past several months, we have screened over 130,000 active ingredients in our lab, and have identified a manageable number of promising candidates for further development and possible commercialization. Similarly, under our Envance Technologies' Dragon Fire research platform, we are developing patented bioherbicide products and applications to help us address a global $18 billion market for non-selective herbicides. These products will feature high efficacy and will give users eco-friendly solutions for weed control. Between the Maryland research platform and Dragon Fire's bioherbicides, and that technology continues to ring the bell for environmentally responsible solutions. Now, let's spend a few minutes on Agrinos. First, let me note that I was very pleased with the fact that we were able to acquire this business at such a reasonable cost, as its parent of foreign holding company in Norway was in liquidation. From its three operations in US, Mexico and India, Agrinos produces a line of high-yield technology, soil-applied solutions that it markets into eight regions across the globe. These products promote carbon sequestration, nitrogen fixation and soil health. Its invigorate line as an [Indecipherable] approved consortium of 22 bacteria that have been developed to promote multiple benefits including, soil -- include improvement of the soil microbial community on many global crops and soil conditions, facilitating nitrogen absorption and nutrient uptake, while supporting root biomass and plant health. Its uplift products, which are derived from biologically extracted chitin have similar effects. And their B Sure nutrient solution provides time-released nitrogen, which in turn improve soil health and help to reduce the need for nitrogen laden fertilizers. With nearly 150 pending and issued patents in multiple countries, Agrinos is proving to be an excellent fit for American Vanguard. We gained an established product line, considerable IP, and a specialized fermentation and manufacturing infrastructure. In fact, our initial interest in Agrinos came last year, when we were seeking distribution rights for putting their solutions through SIMPAS. The opportunity for Agrinos to be part of American Vanguard organization is so much the better. After having owned the business for only five months, we have already realized a high percentage of the synergies that we had forecasted. With our global reach, we can now give these products the market access they deserve. Let's now turn our attention to SIMPAS. For some time now, we have been reporting on the exciting development and commercialization of our SIMPAS precision application system. Let me now elaborate on SIMPAS as an ESG technology. Put simply, SIMPAS is the ideal tool for advancing both climate and environmental equity, and for that reason food equity as well. With respect to climate, SIMPAS is designed to be far more efficient than single-product application systems. It can apply multiple inputs at varying rates, only what is needed, precisely where it is needed, in one pass. In addition, because it applies inputs only where they're called for, as per the agronomic prescription, SIMPAS enables the grower to use potentially far less full rate at his or her field with significantly less water. Consequently, the growers' environmental footprint is much smaller and the potential for run-off is that much more reduced. But there is more to the story. In addition to efficiency and lowering of the environmental input footprint, SIMPAS is designed to apply not only chemical inputs, but also biologicals, the very types of products that we have described as promoting carbon sequestration, nitrogen uptake and soil health. Even as I speak, we are testing multiple green technology solutions for use in SIMPAS SmartCartridges. In short, we are supplying not only the product solutions, but also the application technology with which to advance climate and environmental equity. And the icing on the cake is that with our Ultimus platform, we can trace all inputs from factory to field, and measure how much of each input is used in each area of each field. This platform also permits the return of empty and partially used SmartCartridges. So on top of environmentally responsible products and application technology, we offer unrivaled measuring and tracking capability for multiple inputs. With this functionality, Ultimus is the ideal technology for measuring inputs in order to obtain carbon credits. While many carbon banks are being formed and multiple sets of rules are being discussed, they all require a means to measure what the grower is adding to the field. To our knowledge, no technology does this better than Ultimus. Nor is this just conjecture on our part, in this slide we show the results of an actual SIMPAS 2020 beta system application, in which we demonstrated that we could apply Counter 20G precisely as per agronomists prescription, and its important that we could measure that application after the fact. This will be a fundamental importance in the carbon credit market. The picture on the left illustrates the prescription written for a field in North Carolina. The picture on the right depicts the actual application. And when we shared this with our SIMPAS growers, they were all very impressed. Now for an update on SIMPAS systems. But, we are targeting more systems for this planting season, and we expect or hope that we will get into that 100,000 acre target, which is the target that we set for ourselves. Now, let me share our latest SIMPAS video that illustrates key advantages. With that, let me now turn in to our 2021 outlook. We see an ag industry that is generally optimistic for 2021. Reopening of schools and businesses following 2020 lockdown, and a potential for less volatile international trade disruptions, promises to refresh ag sector demand. The increase in crop commodity prices for corns, soybeans, corn and other crops has improved the prospect for grower profitability and, with that, a more normal purchasing pattern versus the very conservative procurement behavior that we witnessed during the 2020 pandemic. We estimate a low double-digit year-over-year revenue increase for American Vanguard. We expect profit margins to remain steady with recent history. And operating expenses will increase somewhat due, in part, to newly acquired businesses, and the SIMPAS launch. We expect interest expense will be similar to 2020 levels, and our overall tax rate should be in the mid-20% range. Consequently, we are targeting a significant percentage increase in net income and earnings per share in 2021. Finally, we are targeting a debt to EBITDA ratio in the 2 times to 2.5 times range. And note, that at the end of 2020, our debt to EBITDA ratio was 2.2 times. With that, we'll take any questions you may have. ","american vanguard corp q4 net sales were $141 million in 2020, compared to $131 million in 2019. " "For the third quarter, we achieved consolidated earnings of $0.76 per share versus $0.72 last year, an increase of $0.04 per share or 5.6%. Included in the results for the third quarter of 2021 were minimal gains on investments held to fund one of the company's retirement plans, as compared to $0.02 per share of gains included in the third quarter of 2020. Excluding these gains from both periods, adjusted diluted earnings for the third quarter of 2021 were $0.76 per share, as compared to adjusted earnings of $0.70 per share for the third quarter of 2020, an increase of $0.06 per share or 8.6%. Eva will discuss the quarter in more detail. The third quarter contributed to a strong 2021 year-to-date, where we've achieved 11.7% earnings-per-share growth over last year or 10.7% on an adjusted basis. Regarding the pending general rate case covering rates for the years 2022 through 2024 at our water utility subsidiary Golden State Water Company, we're pleased to report that we have reached a settlement in principle with the public advocates office of the California Public Utilities Commission or CPUC for short, and nearly all of the items in the case. I'll touch on this a little more after Eva's update. On the electric side of the business, we were pleased that in September the CPUC approved Bear Valley Electric Services most recent wildfire mitigation plan, while also in September, the Office of Energy, Infrastructure Safety under the California Natural Resources Agency approved Bear Valley Electric Services latest Safety Certification filing. The company remains in a strong position, we have successfully navigated the pandemic by continuing to deliver excellent service to our customers, while prioritizing the health and safety of our workforce and compliance with existing government guidelines. We continue to invest in needed infrastructure that results in high water quality, reliable delivery, systems safety and a commitment to preserving the precious resources that are in our care. Let me start with our third quarter financial results on Slide eight. This slide presents our reported result before adjustments. Consolidated earnings for the third quarter of 2021 were $0.76 per share, as compared to $0.72 per share in 2020. As Bob mentioned, excluding the gains on investments held to fund, one of our retirement plans from both periods. Adjusted diluted earnings for the third quarter were $0.76 per share, as compared to adjusted earnings of $0.70 per share for the third quarter of 2020. This represents an increase of $0.06 per share or 8.6%, compared to the adjusted earnings last year. Our Water segment's reported earnings were $0.62 per share, as compared to $0.57 per share last year. Excluding the gains on investments, including both quarters adjusted earning at Water segment were $0.62 per share for the third quarter, as compared to adjusted earning of $0.55 per share for the third quarter of last year. This adjusted increase of $0.07 per share was largely due to higher water operating revenue, less supply costs as a result of new rates for 2021 authorized by the public -- by the California Public Utilities Commission. Our Electric segment's earnings were $0.04 per share for both periods, an increase in electric operating revenues, less electric supply costs was largely offset by higher operating expenses. Earnings from our contracted services segment increased $0.01 per share for the quarter, due to a decrease in operating expenses. Diluted earnings from AWR parent decreased $0.02 per share due to changes in state unitary taxes, as compared to the same period in 2020. Our consolidated revenue for the quarter increased by $3.1 million, as compared to the same period in 2020, while the revenues increased $4.1 million, due to the third-year step increases for 2021 as a result of passing earnings test. The increase in electric revenues was largely due to CPUC approved rate increases for 2021. Contracted services revenues decreased to $1.3 million largely due to lower construction activity, partially offset by increases in management fees, due to the successful resolution of various economic price adjustments. Turning to Slide 10. Our water and electric supply costs were $33.3 million for the quarter, an increase of $1 million from last year. Any changes in supply costs for both the water and electric segments, as compared to the adopted supply costs are tracked in balancing account. Looking at total operating expenses other than supply costs. Consolidated expenses decreased $800,000, as compared to the third quarter of last year. This was primarily due to a decrease in construction costs at our contracted services segment. Interest expense, net of interest income and other increased by $600,000, due to lower gains generated on investments held for retirement plan during the quarter as previously discussed. The lower investment gains were partially offset by decrease in interest expense, largely due to the early redemption of private placement notes with a high coupon rates in May of this year. Slide 11, shows the earnings per share bridge, comparing the third quarter of 2021 with last year's third quarter. This slide reflects our year-to-date earnings per share by segment as reported, fully diluted earnings for the nine months ended September 30, 2021 were $2, as compared to $1.79 for the same period in 2020, included in these results were gains on investments, held to fund a retirement plan, which increased earnings by $0.04 per share and $0.02 per share for the nine months ended September 30, 2021 and 2020 respectively. Excluding these gains from both periods. Adjusted year-to-date earnings for 2021 were $1.96 per share, as compared to adjusted year-to-date earnings of $1.77 per share for 2020. This results in a 10.7% increase in adjusted EPS. Turning to liquidity, net cash provided by operating activities were -- was $81.9 million for the first nine months of 2021, as compared to $87.8 million in 2020. The decrease was partially due to different timing of income tax instalment payments between the two periods. In addition, there was a decrease in billed surcharges to recover under collections recorded in Golden State Water's, while the revenue adjustment mechanism and the modified cost balancing account. The decrease in operating cash flow was also due to the timing of building off and cash receipts for construction work at military bases. This was partially offset by an improvement in cash from accounts receivable related to utility customers, due to -- due in part to improved economic conditions, as compared to the first nine months of 2020, because of the COVID-19 pandemic. Our regulated utility invested $105.4 million in company-funded capital projects during the nine months -- first nine months this year, and we estimate our full-year 2021 company-funded capital expenditure to be $130 million to $140 million. At this time, we do not expect American States Water to issue additional equity for at least next three years to fund its current businesses. I will now provide updates on the California drought and our recent regulatory activity. Currently, the majority of California is considered to be an extreme drought. The Governor of California has now proclaimed a state of emergency for all 58 counties within the state and signed an executive order asking all Californians to voluntarily reduce water usage by 15%, as compared to 2020. CPUC has called on all California investor-owned water utilities to implement voluntary conservation measures to meet this goal. In response Golden State Water has increased its communication with customers regarding the need for conservation, implemented voluntary conservation efforts in nearly all of its rate making areas and mandatory water reduction in a few small customer service areas on the coast. We have also established a CPUC approved Water Conservation Memorandum Account to track incremental drought-related costs for future recovery. As we discussed in our prior calls Golden State Water filed a general rate case application for all its water regions and the general office in July 2020. This general rate case will determine new water rates for the years 2022 through 2024. Among other things, Golden State Water requested capital budgets of approximately $450.6 million for the three-year rate cycle and another $11.4 million of capital projects to be filed for revenue recovery through advice letters, when those projects are completed. Golden State Water and the public advocates office of the CPUC have reached the settlement agreement in principle on the majority of the items in this general rate case application. The unsettled matters are Golden State Water's request for: one, a medical cost balancing account; two, general liability insurance cost balancing account; and three, the consolidation of two of Golden State Water's customer service areas. The date to file a joint motion for approval of settlement agreement to the CPUC has been proposed for November 23rd, 2021. As a result of this proposed timing a final decision in the case from the CPUC is now expected in 2022. When a final decision is issued in 2022, the new rates adopted in the final decision will be effective retroactive to January 1st, 2022. Since we are still in the process of drafting the settlement agreement with the public advocates office, we cannot share any further details at this time. As a reminder, the administrative law judge assigned to this rate case has previously clarified that Golden State Water can continue using the water revenue adjustment mechanism or RAM. And the modified cost balancing account, also known as the MCBA until our next general rate case application covering the years 2025 through 2027. Regarding our cost of capital application, which was filed in May of this year, we requested capital structure of 57% equity and 43% debt, which is our currently adopted capital structure. A return on equity of 10.5% and a return on rate base of 8.18%. There was a pre-hearing conference held in September, but the scoping memo with an official schedule has not been published. Final decision is expected in the first half of 2022 with an effective date retroactive to January 1st, 2022. As part of the response to the COVID-19 pandemic, Golden State Water and Bear Valley Electric Service have suspended service disconnections for non-payment pursuant to CPUC orders. On July 15th of this year, the CPUC issued a final decision on the second phase of the water utility low income affordability rulemaking, which among other things, extended the existing moratorium on water service disconnections, due to non-payment until the earlier of February 1st 2022 or pursuant to further CPUCs guidance on the matter. On June 24th of this year, the CPUC issued a final decision to extend the moratorium on electric disconnections until September 30th of this year. None of the terms of CPUC adopted payment plans, actual electric service disconnections for non-payment will not occur until approximately December 1st of this year. For Golden State Water and Bear Valley Electric Service, we are tracking incremental costs, including bad debt expense in excess of what is included in their respective revenue requirements, incurred as a result of the pandemic and CPUC approved COVID-19-related memorandum accounts, which are to be filed with the CPUC for future recovery. CPUC requires that amounts tracked in the company's COVID-19 memorandum accounts for unpaid customer bills be offset by any federal and state relief for water utility bill debt and customer payments through payment plan arrangements prior to receiving recovery from customers. On July 12th of this year, the Governor of California approved almost $1 billion in relief funding for overdue Water Customer Bills and almost $1 billion in relief funding for overdue Electric Customer Bills. Golden State Water and Bear Valley Electric Service intend to seek recovery of overdue amounts from all available funding sources. Funds for both water and electric utility relief are expected to be distributed to utilities during the fourth quarter of 2021, for the first quarter of 2000 -- for the first quarter of 2022. Turning our attention to Slide 18, this slide presents the growth in Golden State Water's rate base as authorized by the CPUC for 2018 through 2021. The adopted weighted average water rate base has grown from $752.2 million in 2018 to $980.4 million in 2021, a compound annual growth rate of 9.2%. The rate base amounts for 2021 do not include any rate recovery for advice letter projects. Let's move on to ASUS on Slide 19. ASUSs earnings contribution increased by $0.01 per share to $0.11 during the third quarter of 2021, as compared to the same quarter last year, largely due to a decrease in overall operating expenses. For the year-to-date September 30th, 2021 ASUSs earnings contribution is $0.05 per share higher than last year, primarily due to an overall increase in construction activity and management fee revenue, as well as a decrease in overall operating expenses, including lower, legal and other outside services costs, labor cost and maintenance expense. The increase in construction activity was largely due to timing differences of when work was performed, as compared to the first nine months of 2020. We reaffirm our projection that ASUS will contribute $0.45 to $0.09 per share for 2021. We continue to work closely with the US government for contract modifications relating to potential capital upgrade work for improvement of the water and wastewater infrastructure at the military bases, we serve. However, the continuing volatility of prices for materials and slower than anticipated recovery in the supply of materials from the COVID-19 pandemic could cause delays in construction activity for existing projects. And are likely to result in deferrals of government procurement to award new capital upgrade projects. Given the uncertainties we project ASUS to contribute the same range of earnings $0.45 to $0.49 per share for 2022. US government is expected to release additional bases for bidding over the next several years. We are actively involved in various stages of the proposal process at a number of bases currently considering privatization [Technical Issues] continue to have a good relationship with the US government, as well as a strong history and expertise in managing water and Wastewater Systems on military bases. And we are -- we believe we are well positioned to compete for these new contracts. I would like to turn our attention to dividends, which is a compelling part of the company's investment story. Last week, the Board of Directors approved a fourth quarter dividend of $0.365 per common share. If you recall last quarter, the Board of Directors approved a 9% increase in the annual dividend from $1.34 per share to $1.46 per share. Currently, our dividend policy is to provide a compound annual growth rate of more than 7% over the long-term. Compound annual dividend growth rate for the quarterly dividend is 9% over the last five years and nearly 10% over the last 10-years. Our log and consistent history of dividend payments dates back to 1931. In addition to an unbroken 67-year history of annual calendar year dividend increases. ","compname reports q3 adjusted earnings per share of $0.76 excluding items. q3 adjusted earnings per share $0.76 excluding items. q3 earnings per share $0.76. final decision from cpuc on general rate case application is not expected by end of 2021. " "You can access this announcement on the Investor Relations page of our website www. aam.com and through the PR Newswire services. You can also find supplemental slides for this conference call on the Investor page of our website as well. For additional information, we ask that you refer to our filings with the Securities and Exchange Commission. Information regarding these non-GAAP measures as well as a reconciliation of these non-GAAP measures to GAAP financial information is available on our website. With that let me turn things over to AAM's Chairman and CEO, David Dauch. Joining me on the call today are Mike Simonte, AAM's President and Chris May, AAM's Vice President and Chief Financial Officer. To begin my comments today, I'll review the highlights of our first quarter 2021 results. Next, I'll touch on some exciting recent business announcements with Ford and REE and lastly, we will discuss the challenges within the supply chain and our financial outlook. After Chris covers the details of our financial results, we will then open up the call for any questions that you may have. In the first quarter 2021, AAM delivered solid operating performance and strong cash flow generation. Although the industry is facing continuity of supply issues, we continue to navigate through these challenges while delivering very strong results. AAM sales for the first quarter 2021 were $1.43 billion, up approximately 6% compared to $1.34 billion in the first quarter of 2020. The increase in our revenues on a year-over-year basis primarily reflects the recovery from COVID-19 related industry shutdowns that we experienced last year. Although North American industry production was down 4% according to the third party estimates, light truck production was up 5% year-over-year and volumes on our core platforms increased 9% year-over-year. Furthermore, light truck inventory and a number of the key platforms that we support remained extremely low. Consumer demand for light trucks remained strong and our customers are building them as much and as fast as possible. We believe the demand environment for these products will continue for an extended period of time. AAM's adjusted EBITDA in the first quarter 2021 was $262.9 million or 18.4% of sales. This margin performance is a first quarter record for AAM. This compares to $213.3 million last year or 15.9% of sales. In addition to benefiting from higher production level, our intense focus on optimizing the business and flexing our cost structure to align with the global market demand contributed greatly to our performance in the first quarter of 2021. AAM's adjusted earnings per share in the first quarter 2021 was $0.57 per share compared to $0.20 per share in the first quarter of 2020. Cash flow generation was strong in the quarter. Our operating performance and commitment to reducing capital spending drove this high level of free cash flow. Furthermore, we prepaid over $100 million of our term loan in the quarter. As we have previously stated, we are committed to reducing our debt and strengthen our balance sheet throughout 2021. On the business front, we are happy to announce that we are providing both air cooled and liquid cooled power transfer units, which are part of our EcoTrac product family, for the all-new Ford Bronco Sport. This is a great new product offering from Ford that has been very well received in the marketplace. And as for electrification, we are excited to announce today that AAM and REE Automotive have agreed to jointly develop an exciting new electric propulsion system for e-mobility. As we shared in our last call, REE Automotive is a leading provider of e-mobility solutions. The company's core innovation includes integrating traditional vehicle components into the wheel allowing for a flat and modular platform. AAM's partnership with REE intends to incorporate our lightweight highly efficient next-generation electric drive units which feature fully integrated high speed motors and inverters into REE's highly modular technology that enables a fully flat EV chassis for multiple commercial vehicle applications. The electric drive units will be developed at AAM's advanced technology and development center here in Detroit. We are very excited to partner with REE Automotive to bring new e-Mobility technologies to the market. This is an important step in growing AAM's electric propulsion business and expanding our addressable market. In addition, our electrification data with multiple OEMs continues to intensify and our technology, engineering, and new product offerings are attracting strong global interest. 2021 will be an exciting year for us in this face. Our engineering teams in collaboration with our technical partnerships with Inovance and offer engineering are quickly achieving technology advancements for our next generation of products. On a separate but related matter, we are also pleased to announce today that AAM will receive a grant from the US Department of Energy in support of the development of our three-in-one electric drive unit. This award further recognizes AAM' technology and innovation to support new energy vehicles. As for our current generation of electric vehicle products, we are presently in the process of launching multiple new programs globally including components, sub-assemblies, and electric drive units. These innovations and advancements are allowing AAM to compete to win business with our traditional customer base while also position AAM to win business with new OEM entrants in the space. We're also very pleased to announce that we recently published our 2020 Sustainability Report. I'm very proud to say we exceeded our initial sustainability goals this year-this past year and now are in the process of setting even higher goals. AAM's sustainability program is set by our cultural values and strategic principles as a company that stress teamwork, diversity and inclusion, community involvement, and respect for the environment. Our sustainability program has become more transparent in consideration of the interest of our shareholders, customers, suppliers, associates, and other stakeholders. We are deeply committed to profitably growing our business in a way that is sustainable and socially responsible. Before I transition to Chris, I want to talk about our current operating environment and our financial guidance. In my 35-year career in the industry, I've never seen such stress on the value chain stemming from shortages in semiconductors, labor, steel, containers, and port delays and the rising commodity prices that we're experiencing. We believe the second quarter 2021 will be the trough of the semiconductor shortage issue with improvement in the second half of the year. However, we expect this issue will carry into 2022. For AAM, we will continue to work with our customers and our extended supply base to protect continuity of supply. Although there are significant high uncertainty, especially with the availability of semiconductors, we continue to maintain our current financial guidance. In fact, based on what we know today and assuming our customers continue to prioritize full-size truck production with minimal disruption, we can see a path to the high end of our ranges. Our current guidance remains as follows: From a revenue standpoint, $5.3 billion to $5.5 billion and an adjusted EBITDA basis, $850 million to $925 million and adjusted free cash flow of $300 million to $400 million. Operation in our business is running extremely well. We continue to manage our expenses to improve our operational efficiency and tightly control capital expenditures. Even with all the pressures we face, we believe 2021 can be an outstanding year for AAM and this has AAM team both very motivated and excited. I will cover the financial details of our first quarter results with you today. I will also refer to the earnings slide deck as part of my prepared comments. So let's begin with sales. In the first quarter of 2021, AAM sales were $1.43 billion compared to $1.34 billion in the first quarter of 2020. Slide 8 shows a walk of first quarter 2020 sales to first quarter 2021 sales. First, we add back the impact of COVID-19 of approximately $169, then we account for the unfavorable impact of the semiconductor shortage which we estimate to be approximately $64 million inside the quarter. On a year-over-year basis, we are impacted by GM's transition from a rear beam axle to a new lightweight and highly efficient independent rear drive axle for GM's new full-size SUV which impacted sales by about $38 million. The first quarter of 2021 is the last quarter of this year-over-year impact to occur. Other volume and mix were negative by $26 million. Pricing had an unfavorable impact of $4 million on a year-over-year basis. Metals and FX accounted for an increase in sales of $44 million. During the last six months, we have continued to see an increase in the primary index related inputs to the metal based materials that we purchase. You may recall, we hedged this risk by passing with our customers bypassing through the majority of index related changes. The metal portion of this column reflects these elevated pass-throughs on a year-over-year comparison. Now, let's move on to profitability. Gross profit was $227.1 million or 15.9% of sales in the first quarter of 2021 compared to $195.3 million or 14.5% sales in the first quarter of 2020. Adjusted EBITDA was $262.9 million in the first quarter of 2021 or 18.4% of sales. This compares to $213.3 million in the first quarter of 2020 or 15, 9% of sales. As David mentioned, this was AAM's highest first quarter adjusted EBITDA margin in our company's history. You can see a year-over-year walk down of adjusted EBITDA on Slide 9. We benefited from the contribution margin on the increase in net sales from last year, but most importantly, we continued our strong cost reduction actions reflecting a year-over-year benefit of $28 million. Let me now cover SG&A. SG&A expense including R&D in the first quarter of 2021 was $90 million or 6.3% of sales. This compares to a similar amount in the first quarter of 2020% or 6.7% of sales. AAM's R&D spending in the first quarter of 2021 was $32 million compared to $37 million in the first quarter of 2020. AAM has been able to capture an increase in sales with no net increase in SG&A expense. We will not only continue to focus on controlling our SG&A costs, but also further our investments in key technologies and innovations with an emphasis on electrification. This emphasis includes an appropriate level of funding to be successful to meet our objectives. But it also includes shifting resources from traditional product support to new technology development in a very cost effective manner. Let's move on to interest and taxes. Net interest expense was $48.2 million in the first quarter of 2021 compared to $48.7 million in the first quarter of 2020. We expect this favorable trend to continue as we benefit from continued debt reduction. In the first quarter of 2021, we recorded income tax expense of $8.8 million compared to $3.3 million in the first quarter of 2020. As we continue into 2021, we expect our book effective tax rate to be approximately 20%. We would expect cash taxes to be in the $30 million to $40 million range for 2021. Taking all these sales and cost drivers into account, our GAAP net income was $38.6 million or $0.33 per share in the first quarter of 2021 compared to a loss of $501.3 million or $4.45 per share in the first quarter of 2020. Adjusted earnings per share for the first quarter of 2021 was $0.57 per share compared to $0.20 per share in the first quarter of 2020. Let us now move on to cash flow and the balance sheet. Net cash provided by operating activities for the first quarter of 2021 was $179 million compared to $139 million last year. Capital expenditures, net of proceeds from the sale of property, plant and equipment for the first quarter was $40 million. Cash payments for restructuring and acquisition-related activity for the first quarter of 2021 were $23 million. The cash outflows related to the recovery from the Malvern fire we experienced in September 2020 net of insurance proceeds were $11 million in the quarter. However, we anticipate the Malvern fire to heavy neutral cash impact for the full year as timing of cash expenditures and cash insurance proceeds align over time. In total, we would expect $50 million to $65 million in restructuring and acquisition costs in 2021. This is no change from prior guidance. Reflecting the impact of this activity, AAM generated adjusted free cash flow of $174.1 million in the first quarter of 2021. From a debt leverage perspective, we ended the quarter with net debt of %2.8 billion and LTM adjusted EBITDA of $769 million calculating a net leverage ratio of 3.6 times at March 31st. This continues the trend of a declining leverage ratio and keeps us on track delivering at least internal leverage reduction this year. Based on AAM's strong free cash in the first quarter of 2021, we prepaid over $100 million on our term loans. We continue to expect to strengthen AAM's balance sheet by reducing our gross debt and lowering future interest payments. In fact, subsequent to the end of the first quarter, AAM paid an additional $89 million on our term loans. Before we move to the Q&A portion of the call, let me close my comments with some thoughts on our 2021 financial outlook. We are reiterating our targets that we provided on February 12 of this year. Our outlook encapsulants the best information we currently have regarding customer production schedules, their prioritization of building full-size pickups and SUVs, and the uncertain backdrop related to semiconductors. As David indicated, based on these inputs and assumptions, we can see a trend to the high end of the guidance ranges we provided. The strong free cash flow number as a result of focused restructuring and cost reduction initiatives, year-over-year margin growth, working capital optimization, and reduced capital spending. Our EBITDA in free cash flow generation, we used to fund our R&D programs, support our future growth and reduce leverage is we are very focused on improving our financial profile. While we do not provide quarterly guidance, I would expect the second quarter impact related to semiconductors to be greater than the first quarter based on recent customer announcements and supply chain challenges. AAM continues to lay a solid framework for long-term success in shareholder value. We continue to invest in electrification to develop highly efficient electric drive units, some assemblies and components that are compelling value to OEMs that will drive our growth. Our customers continue to award as Business on core platforms that will yield strong cash flows well into the future and AAM we are passionately focused on managing our cost structure, optimizing our performance, and delivering best-in-class results. At the end of the day, the first quarter of 2021 was a fantastic start to the year. We also understand there are near-term challenges and uncertainties related to the supply chain that we must manage and navigate, but this management team is confident in addressing these challenges. We have reserved some time to take questions. So at this time, please feel free to proceed with any questions you may have. ","q1 adjusted earnings per share $0.57. q1 earnings per share $0.33. q1 sales $1.43 billion. aam's previously stated full year 2021 targets remain unchanged. co projects they are currently trending toward high-end of its 2021 fy outlook ranges. " "You can access this announcement on the Investor Relations page of our website www. aam.com and through the PR Newswire services. You can also find supplemental slides for this conference call on the Investor page of our website as well. For additional information, we ask that you refer to our filings with the Securities and Exchange Commission. Information regarding these non-GAAP measures, as well as a reconciliation of these non-GAAP measures to GAAP financial information is available on our website. With that, let me turn things over to AAM's Chairman and CEO, David Dauch. Joining me on the call today are Mike Simonte, AAM's President; and Chris May, AAM's Vice President and Chief Financial Officer. To begin my comments today, I'll review the highlights of our second quarter 2021 financial results. Next, I'll touch on some exciting business development news in the quarter, including announcements with the Chinese EV OEM deal and our recent communication about GM's Oshawa plant. And lastly, we'll discuss the ongoing and unprecedented challenges within the supply chain and our financial outlook. After Chris covered the details of our financial results, we will then open up the call for any questions that you may have. AAM delivered strong operating performance in the second quarter of 2021 navigating industry production volatility stemming from the continuity of supply challenges. These challenges were greater than we originally anticipated at the beginning of the quarter, but our team did an excellent job in managing these obstacles resulting in solid financial results. AAM sales for the second quarter 2021, were $1.28 billion, up approximately 149% compared to $515 million in the second quarter of 2020. The increase in our revenues on a year-over-year basis primarily reflects the recovery from COVID-19 related industry shutdowns that we experienced last year. North American industry production was up approximately 130% according to third party estimates. Light truck production was up 150% year-over-year. And volumes of our core platforms increased significantly year-over-year. Inventory levels on key light truck programs that we support remain well below normal levels. Consumer demand for light trucks remains robust and our OEM customers are building them as fast as possible. We believe the demand environment for these products, combined with the lack of inventory should lead to an extended recovery through 2022 which will certainly benefit AAM. AAM's adjusted EBITDA in the second quarter 2021 was $222.6 million or 17.3% of sales. This compares to a loss of $52.1 million last year. In addition to benefiting from higher production levels, our intense focus on optimizing the business and flexing our cost structure over the past several quarters greatly contributed to our performance in the quarter. We remain committed to driving efficiency and managing factors underneath our control. AAM's adjusted earnings per share in the second quarter of 2021 was $0.29 per share compared to a loss of $1.79 in the second quarter of 2020. And as for cash, I'm very excited about our cash flow generation in the quarter. We generated adjusted free cash flow of over $136 million compared to an outflow of approximately $162 million in the second quarter of 2020. Our operating performance and commitment to efficient capital spending drove this high level of free cash flow. Additionally, we prepaid over $140 million of term loans in the second quarter. And since the fourth quarter of 2020, to the second quarter 2021, we have paid down approximately $360 million of long-term debt. As we previously stated, we are committed to reducing our debt and strengthen our balance sheet this year. We are delivering on that goal. We achieved 2.5 times net leverage ratio in the second quarter. It is this management team's focus to further strengthen AAM's balance sheet. On the business front, we are very excited to announce that we will be supplying electric vehicle components to NIO, supporting their next generation of e-Powertrain program. And for those of you who don't know who NIO is, NIO is a leading Chinese electric vehicle OEM and a pioneer in China’s electric vehicle market. We continue to see good growth opportunities to support electric vehicles with drive units and a wide range of sub-assemblies and components. This applies with both existing and new customers. Today's announcement clearly underscores AAM’s technology in electric vehicle propulsion and our commitment to excellence within this space. We are very eager to support this new customer. Electrification dialog with multiple global OEMs continues to be very constructive as manufacturers are intensely focused to support this transformation. We see plenty of opportunities over the next several years as our state-of-the-art technology, engineering, compact design and new product offerings are attracting strong global interest. Our engineering teams are rapidly developing next-generation technology, while supporting the launch of multiple new electrification programs globally. Our technology, innovation, and focus on customer service, our strong value propositions, allowing OEMs to compete to win business with both traditional and start up OEMs. It's our goal to be the supplier of choice when it comes to the electric drive units, sub-assemblies and components. Clearly, these are very exciting times for AAM. Having said that, we continue to deliver on our theme of securing the future by protecting the core. We are very pleased to reiterate that AAM will be the sole supplier of front, rear pick-up axles for the production at GM's Oshawa facility. This development demonstrates our high quality products and on-time delivery capabilities, as well as our strong relationship with General Motors. We look forward to supporting GM as they expand their production of the successful full-sized trucks to meet consumer demand and rebuild their inventories. In the quarter, we completed an acquisition which specializes in producing powdered metal components. And as we mentioned before, we will do smart, quick-return, bolt-on acquisitions that will complement our core business, drive synergies, and provide solid financial returns. This was a compelling high value purchase which should immediately benefit AAM as also part of our long-term lightweighting component strategy. Finally, we are recognized as GM overdrive award winner in 2020. We are very grateful for this award as it demonstrates our commitment to the continuity of supply, while addressing an unfortunate industrial fire last year. Operational excellence is a core value for AAM and will certainly benefit us and provide us the competitive advantage going forward. Before I transition to Chris, I want to talk about our current operating environment and our financial guidance. The stress on the value chain stemming from shortages and semiconductors, labor, steel, shipping containers, port delays, and rising commodity prices is unprecedented. Second quarter 2021 was a challenging environment with the semiconductor challenges causing the production volatility that we saw in our schedules. These headwinds are continuing and schedules will remain volatile. We believe the second quarter 2021 still to be the trough of this issue and the semiconductor availability to improve in the second half of the year. However, we expect supply chain challenges related to this and other constraints to continue into 2022. For AAM, we will continue to work diligently with our customers and our extended supply base to protect continuity of supply and support our customers. Let's discuss our financial guidance. Although there is continued operating uncertainty, especially with the availability of semiconductors, we are maintaining our guidance for revenue and raising the low end of our EBITDA range. We are also raising our adjusted free cash flow outlook. Our guidance is as follows. Our revenue will be $5.3 billion to $5.5 billion. Adjusted EBITDA $875 million to $925 million. And adjusted free cash flow of $350 million to $425 million. Aside from the impact of the semiconductor issue and metal market challenges, operationally, our business is running very, very well. We are focused on managing our costs and expenses, while ensuring operational and capital efficiency to optimize our business. And as I've mentioned before, these fundamentals should support strong margin opportunities as we return to normal operating conditions. At AAM, we have two over achieving priorities and both are equally important. First, we're focused on the here and the now. That means operational excellence, strong cost management, and an unwavering commitment to support our customers. We have continued to demonstrate these qualities and manage factors that we can control, leading to strong free cash flow generation, and yes, a stronger balance sheet. Second, we're focused on our future. We will continue to make investments in R&D to develop the next generation of electrified products and lightweighting of components to drive profitable future growth. Our engineering teams are developing creative solutions to offer solid value propositions to our customers. This is demonstrated by a high interest in our electric vehicle products. And for us, our breadth and depth in drive chains provides us with a competitive advantage in not only technology development, but also an understanding of the OEMs, what the OEMs want from the propulsion system. Clearly these are very exciting times and the future is very bright for AAM. And with that, let me turn things over to Chris May. I will cover the financial details of our second quarter results with you today. I will also refer to the earnings slide deck as part of my prepared comments. So, let's go ahead and begin with sales. In the second quarter of 2021 AAM sales were $1.28 billion compared to $515 million in the second quarter of 2020. Slide seven, shows a walk of second quarter 2020 sales to second quarter 2021 sales. First, we add back the impact of COVID-19 from second quarter of 2020 of approximately $947 million. Then, we account for the unfavorable impact of the semiconductor shortage which we estimate to be approximately $162 million in the second quarter of 2021. Other volume mix and pricing was negative by $99 million. Metals and FX accounted for an increase in sales of $82 million. During the last several quarters, we have continued to see an increase in the primary index related inputs to metal-based materials that we purchase. You may recall, we hedged this risk with our customers by passing through the majority of index related changes. The metal portion of this column reflects those elevated pass-throughs on a year-over-year comparison. Now, let's move on to profitability. Gross profit was $190 million or 14.8% of sales in the second quarter of 2021, compared to a loss of $99 million in the second quarter of 2020. Adjusted EBITDA was $222.6 million in the second quarter of 2021 or 17.3% of sales. This compares to a loss of $52.1 million in the second quarter of 2020. You could see a year-over-year walk down of adjusted EBITDA on slide eight. We benefited from the contribution margin on the increase in net sales from last year as we continued to experience positive improvements in performance. As a result, the short notice production schedule changes and receipt of long lead inventory items such as steel, our raw, whipped, and finished goods inventories increased in this quarter. This drove a $16 million benefit from inventory absorption timing, which should reverse out in the second half of the year as we anticipate reducing inventories during that timeframe. As we mentioned, throughout the quarter, our schedules were more volatile than expected, but we were able to close the latter part of the quarter on a strong note. Now, let me cover SG&A. SG&A expense including R&D in the first quarter of 2021 was $86 million or 6.7% of sales. This compares to 14.3% of sales in the second quarter of 2020 as revenues rapidly declined last year due to COVID-19 related shutdowns. AAM's R&D spending in the second quarter of 2021 was $30 million compared to $32 million in the second quarter of 2020. We will continue to focus on controlling our SG&A costs, while at the same time, continue to invest in key technologies and innovations, with an emphasis on electrification. This emphasis includes an appropriate level of funding to be successful and meet our objectives, but also include, smartly utilizing current resources from traditional products to support new technology development in a cost effective manner. We do expect R&D to increase in the second half of the year as we are positioning to launch and pursue more electric vehicle business. We continue to experience significant customer interest in our new products and technology. Now, let's move on to interest and taxes. Net interest expense was $47.3 million in the second quarter of 2021 compared to $51.6 million in the second quarter of 2020. We expect this favorable trend to continue as we benefit from continued debt reduction. In the second quarter of 2021, we recorded income tax expense of $2.4 million compared to a benefit of $43.9 million in the second quarter of 2020. As we continue into 2021, we expect our effective tax rate to be approximately 15% to 20%. We would expect cash taxes to be in the $30 million to $40 million range. Taking all these sales and cost drivers into account, our GAAP net income was $16 million or $0.13 per share in the second quarter of 2021, compared to a loss of $213.2 million or a loss of $1.88 per share in the second quarter of 2020. Let's now move to cash flow and the balance sheet. Net cash provided by operating activities for the second quarter of 2021 was $167.1 million compared to an outflow of $142.5 million last year. Capital expenditures, net of the proceeds from the sale of property plant equipment for the second quarter of 2021 was $41 million. Cash payments for restructuring acquisition-related activity for the second quarter of 2021 were $16 million. The net cash inflow related to the recovery from the Malvern fire we experienced in September of 2020 was $5 million in the quarter. However, we anticipate the Malvern fire to have a neutral cash impact for the full year as the timing of cash expenditures and cash insurance proceeds align over time. In total, we would expect $50 million to $65 million in restructuring and acquisition costs in 2021. This is no change from prior guidance. Reflecting the impact of this activity, AAM generated adjusted free cash flow of $136.1 million in the second quarter of 2021. From a debt leverage perspective, we ended the quarter with net debt of $2.6 billion and LTM adjusted EBITDA of $1 billion, calculating a net leverage ratio of 2.5 times at June 30. This continues the trend of a declining leverage ratio and marks the achievement of a critical goal for 2021 to reduce our leverage by a full turn or more this year. Speaking of AAM's strong free cash flow generation, we prepaid over $140 million on our term-loans in the quarter. Subsequent to the end of the second quarter, we redeemed an additional $100 million on our 6.25% notes due in 2025. We continue to expect to strengthen AAM's balance sheet by reducing our gross debt and lowering future interest payments. As of today, we have paid down approximately $350 million in our term loans and notes in 2021 alone. Before we move on to the Q&A portion of the call, let me close out my comments with some thoughts on our 2021 financial outlook. We raised the lower end of our adjusted EBITDA range and we increased our outlook for adjusted free cash flow. Our outlook is based on the latest and best information we have regarding our customer production schedules, including the reduction in GM truck production we are experiencing this week. We continue to assume our customers will prioritize building full-size pickup trucks and SUVs is going forward. But the uncertain backdrop related to semiconductors remains, thus the ranges we have provided. The revision to our free cash flow range is a result of focused and efficient capital spending, restructuring and cost reduction initiatives, year-over-year margin growth and working capital optimization. Our strong financial results will be used to reduce debt and support our research and development initiatives to solidify our position for future profitable growth AAM continues to focus on building long-term shareholder value and success. We are focused on our future in electrification. We continue to allocate more engineering and financial resources to technology development to provide compelling high value products to OEMs and drive our future profitable growth. You are now beginning to see tangible results with the new business award announcements we are making. We will continue to secure business on our legacy core platforms that will yield strong cash flows well into the future. And let's not forget our passion to run an efficient highly focused organization that centers around performance optimization, strong cost structure, and the delivery of best-in-class results. The second quarter of 2021 continues a theme of managing factors under our control in a difficult operating environment. There are plenty of near-term challenges and uncertainties as it relates to the supply chain in the second half of 2021. But that stated, this management team is experienced and confident in navigating these obstacles. We have reserved some time to take questions. So, at this time, please feel free to proceed with any questions you may have. ","compname reports q2 earnings per share of $0.13. q2 adjusted earnings per share $0.29. q2 earnings per share $0.13. q2 sales $1.28 billion versus refinitiv ibes estimate of $1.16 billion. american axle - targeting sales in range of $5.3 - $5.5 billion for 2021. " "Joining the call today are Tom Ferguson, Chief Executive Officer; Philip Schlom, Chief Financial Officer; and David Nark, Senior Vice President, Marketing Communications and IR. Those risks and uncertainties include, but are not limited to, changes in customer demand and response to products and services offered by the company, including demand by the power generation markets, electrical transmission and distribution markets, the industrial markets and the metal coatings markets; prices and raw material costs, including zinc and natural gas, which are used in the hot-dip galvanizing process; changes in the political stability and economic conditions of the various markets that AZZ serves, foreign and domestic; customer-requested delays of shipments; acquisition opportunities; currency exchange rates; adequate financing and availability of experienced management and employees to implement the company's growth strategies. In addition, AZZ's customers and its operations could potentially be adversely impacted by the ongoing COVID-19 pandemic. Suffice it to say that we feel a lot better about this first quarter call than we did at this time last year. Overall, sales improved 7.8% versus the prior year to $230 million, although up 14.6% when adjusted for the divestitures. Metal Coatings turned in another excellent quarter with sales up 7.3% to $128 million and Infrastructure Solutions up 8.3% to $102 million and over 23% up when adjusted for the divestiture of SMS. The higher volumes resulted from strong operational performance and improved activity in most of our served markets. I will get into the details of this as we go along. We are pleased to have completed another strong quarter of performance. We continue to generate strong cash flow during the first quarter, while also returning capital to our shareholders. We generated net income of $22.3 million and earnings per share of $0.88 per diluted share, both representing over 300% improvement versus the prior year's first quarter. Our businesses leverage the realignment actions taken last year to improve operating margins, while maintaining their focus on providing outstanding quality and service to our customers. We also benefited from lower interest expense while incurring a 25.5% tax rate for the quarter. In line with our strategic commitment to value creation, we've repurchased over 125,000 shares for $6.3 million and distributed $4.2 million in dividends. In Metal Coatings, we posted sales of almost $128 million while achieving operating margins of 24.7%, resulting in operating income being up over 25% from the previous year. The margin improvement was primarily due to driving operating efficiencies and productivity, while realizing improved pricing in the face of rising zinc, labor and energy costs. We remain committed to delivering on the investments made in our Surface Technology business, and we're pleased to see most customers beginning to return to pre-COVID levels of demand. Our Metal Coatings team continues to demonstrate their ability to perform and deliver great results. Our Infrastructure Solutions segment, which was severely impacted by the COVID pandemic, particularly in the first quarter of last year, demonstrated its resilience as they improved sales to $102 million or up over 23% when considering the impact of the SMS divestiture. The team delivered operating income of $9.6 million or 9.4%, up dramatically versus prior year. The segment benefited from its realignment actions from last year, while building on synergistic opportunities between EPG and WSI. They are focused on strategic selling initiatives and are well positioned to deliver a strong fiscal year 2022. For fiscal year 2022, while COVID continues to generate some uncertainty in certain sectors, with our strong performance in the first quarter and due to seeing more opportunities than risk the balance of this year, we are tightening and raising our guidance. We anticipate sales to be in the range of $855 million to $935 million and earnings per share at $2.65 to $3.05. Metal Coatings is continuing to focus on sales growth, including leveraging our spin galvanizing operations at several sites, operational execution and customer service as labor and operating expenses due to material cost inflation are increasing. Our Infrastructure Solutions segment has seen more normalized business levels and entered Q2 with some momentum in their bookings activity. Our WSI business is seeing good results from the expanded Poland facility, although globally, the business continues to experience some intermittent project delays due to COVID outbreaks at certain customer sites. The electrical platform is focused on operational execution and growing its e-house and switchgear businesses. We anticipate continuing to benefit from low interest rates and should experience a lower tax rate for the remainder of the year. For fiscal year 2022, AZZ will continue to execute on our strategic growth objectives to drive shareholder value. Our commitment to superior customer service is unwavering. Our ability to generate strong cash flow is based on initiatives to drive operational excellence, manage costs, ensure pricing discipline and emphasis on receivables collection within our operating platforms. We are confident that our businesses remain vital to improving and sustaining infrastructure. So we are actively working to position our core businesses to provide sustainable profitability long into the future. In the first quarter of our fiscal year 2022, we reported improved sales of $229.8 million, 7.8% higher than the prior year first quarter where we had sales of $213.3 million. Net income for the quarter was $22.3 million, an increase of $16.8 million compared with the $5.5 million in net income for the first quarter of fiscal 2021. The company's earning per share was $0.88, more than 4 times the $0.21 earned and generated during the first quarter of last year. For the first quarter gross margins, they were 25.2%, a 540 basis point improvement over the first quarter of 2021. The improvement was a result of our businesses most impacted by the pandemic returning to more normal operations and continued strength in our Metal Coatings segment. First quarter operating income of $30.7 million improved $16.4 million or up 114.5% compared with the prior year. Our operating margin was 13.4%, 670 basis points better than the 6.7% recorded in prior year's first quarter. Interest expense for the quarter of $1.7 million was 35.6% lower as we realized interest savings on our $150 million senior notes that we refinanced last year an upsized by $25 million. First quarter income tax expense was $7.6 million, an effective tax rate of 25.5%. The current quarter effective tax rate was significantly improved over the 45.8% effective tax rate realized in the first quarter of last year, driven mainly by our improved earnings in the current quarter. At this time, without consideration of the potential impact of tax law changes, we estimate our full year tax rate will be roughly 23%. Next, I'll cover the results of operations within our Metal Coatings and Infrastructure segments. Our Metal Coatings segment generated first quarter sales of $127.7 million, a 7.3% increase over the $119 million reported in the first year -- first quarter of last year. Metal Coatings segment operating income of $31.6 million was $6.5 million or 25.9% higher than the first quarter of 2021. Metal Coatings operating margins were 24.7%, 360 basis points improved over fiscal 21's first quarter and 60 basis points improved over the first quarter of fiscal year 2020. The business continues to thrive and has effectively managed rising cost of labor, zinc, energy and most other consumable costs with operating efficiencies, increased productivity and value pricing. In addition, the business segment is benefiting from the January 2021 purchase and full integration of Acme Galvanizing in Wisconsin. Our Infrastructure Solutions segment generated sales of $102.1 million, $7.8 million or 8.3% increased over the $94.3 million in sales during the first quarter of last year. On a pro forma basis, excluding sales related to our divestiture of Southern Mechanical Services from our Industrial platform, Infrastructure Solutions segment year-over-year sales increased 23.4%. Our Industrial Platform sales improved year-over-year as personnel are now able to access customer locations. However, this market continues to work through stricter cross-border requirements when traveling to customer locations to perform their field services. As a result of strong actions taken by the management team during the early stages of the pandemic last year, operating income for this segment increased to $9.6 million for the first quarter as compared to the $1 million loss in the first quarter of last year. We believe the actions to divest non-core businesses in FY '20 and '21 as well as making some difficult personnel decisions during fiscal '21 will continue to benefit the Infrastructure Solutions segment on a go-forward basis. The Infrastructure Solutions segment generated gross profits of $22.3 million, which reflected a $9.7 million increase over prior year. Gross margins were 21.8%, well above the 13.3% realized during last year's first quarter. I will now turn to our balance sheet and liquidity. Net cash provided by operating activities for the three months ended May 31 was $11.1 million compared to net cash used in operations of $11.2 million in the prior year first quarter. The increase in cash provided by operating activities in the current quarter is primarily attributable to strong net earnings. The company, due to cyclicality in certain platforms of our business, typically draws cash during the first quarter and generates positive cash flows remainder of the year. This first quarter was no different as we observed a net decrease in cash of $2.4 million. However, current quarter use of cash represented a $7.8 million improvement compared with the first quarter of the prior fiscal year. Capital spending in the first quarter was $7.5 million compared with $10.8 million investing capital during the first quarter of the prior year. Our current capital expenditure estimate of $35 million is consistent with the past couple of years. At May 31, our outstanding debt was $185 million compared with $219 million outstanding at the end of the first quarter last year. During the past quarter, we continued to generate strong cash flows that allowed us to continue to reduce debt. During the quarter, we continue to repurchase shares under our November 2020 $100 million share repurchase program. During the first quarter, we invested in repurchasing $6.3 million or 126,000 shares of our common stock. We declared and will pay a quarterly dividend. Lastly, this week we entered into a new five year credit facility with our bank group. Our previous arrangement was to expire in March 2022. Our credit facility capacity range is $600 million with the following transaction highlights. We reduced our revolver from $450 million to $400 million to reduce costs associated with unused line fees. We increased our accordion to $200 million from $150 million to retain full capacity. We improved pricing levels of borrowing by 12.5 basis points and reduced unused line fees by 7.5 basis points. We retained our leverage ratios at 3.25 to 1 and our interest coverage ratio at 3 to 1. We are excited with the banks we have partnered with and look forward to improving our utilization of our credit facility as we remain active with acquisition opportunities, and we continue to repurchase shares of our common stock under our $100 million existing buyback program. We remain well within all boundaries of our existing debt covenants and continue to strengthen our liquidity and we'll continue to evaluate our capital structure as we further execute and implement upon our strategic plans. Here are some key indicators that we are paying particular attention to. For the Metal Coatings segment's galvanizing business, we are carefully tracking fabrication and construction activity, material and labor cost inflation and progress of infrastructure legislation. For the Surface Technologies platform, we are primarily focused on expanding our customer base and benefiting from improved operational performance. For Infrastructure Solutions, we are off to a decent start with turnaround and outage activity having returned to a more normal level. And the fall season currently looking to be good as long as international customers aren't impacted by further COVID-related restrictions. The Electrical Platform is benefiting from T&D and utility spending and growing data center and battery energy storage activity. Finally, for corporate, we have completed the strategic review of Infrastructure Solutions and are now focused on pursuing specific areas of opportunity. As we have noted previously, we are having regular meetings with the board, and we anticipate being able to provide more detail in October. We remain committed to our growth strategy around Metal Coatings and achieving 21% to 23% operating margins with galvanizing performance being quite steady as we continue to improve Surface Technologies. We will remain acquisitive, particularly in galvanizing. For Infrastructure Solutions, we will continue to focus on profitable growth in our core businesses. Our segments -- business units should benefit from more normal turnaround and outage seasons and a solid market for transmission and distribution, utility and data center, e-houses and switchgear. ","compname reports results for first quarter of fiscal year 2022 generates earnings per share of $0.88 and revises guidance. compname reports results for first quarter of fiscal year 2022; generates earnings per share of $0.88 and revises guidance. q1 earnings per share $0.88. q1 sales $229.8 million versus refinitiv ibes estimate of $223.7 million. sees fy sales $855 million to $935 million. " "Joining in the Q&A after Bob and Mike's comments will be Jacob Thaysen, President of Agilent's Life Sciences and Applied Markets Group; Sam Raha, President of Agilent's Diagnostics and Genomics Group; and Padraig McDonnell, President of Agilent CrossLab Group. You will find the most directly comparable GAAP financial metrics and reconciliations on our website. Core revenue growth excludes the impact of currency and the acquisitions and divestitures completed within the past 12 months. The Agilent team delivered another excellent quarter to close out an outstanding record-setting 2021. At $6.32 billion for fiscal 2021, revenues are almost $1 billion higher than last year. Full year core growth is up 15% on top of growing 1% last year. The strength is broad-based for the three business units, all growing more than 10% core for the year. Our full year operating margin was up 200 basis points. Earnings per share are $4.34 or up 32%. Let's now take a closer look at our strong finish to 2021 and review Q4 results. Our momentum continues as orders increase faster than revenue in Q4. And at the same time, we delivered our fourth straight quarter of double-digit revenue growth. At $1.66 billion, revenues are up 12% on a reported basis. Our core revenues grew 11%, exceeding our expectations. This is on top of 6% core growth last year. Our Q4 operating margin is 26.5%. This is up 160 basis points from last year. EPS is $1.21, up 23% year-over-year. Our earnings growth also exceeded our expectations. We continue to perform extremely well in Pharma, our largest market, growing 21%, driven by our Biopharma business. Total pharma now represents 36% of our overall revenue. This compared to 31% of our revenues just two years ago. The strong growth in our Chemical and Energy business continues as we delivered 11% growth in the quarter. This is on top of growing 3% in Q4 of last year. PMI numbers are positive and we expect that chemical and energy will continue its strong growth trajectory into fiscal 2022. In Diagnostics and Clinical, revenues grew 11% on top of growing 1% last year as testing volume started to recover. On a geographic basis, our results are led by strong performance in the Americas and China. Our business in the Americas grew 15% on top of 5% last year. China grew 8% core on top of strong 13% growth in Q4 of last year. China order growth outpaced revenue growth for the third quarter in a row. Now, looking at a performance by business unit, the Life Sciences and Applied Markets Group generate revenue of $747 million. LSAG is up 11% of both the reported and a core basis. LSAG's growth is broad based and led by strength in liquid chromatography and cell analysis. The Pharma and Chemical Energy markets were particularly strong for new instrument purchases. Our cell analysis business crossed $100 million revenue mark in the quarter for the first time. During the quarter, the LSAG team announced a new high mobility LC/Q-TOF and enhancements to our VWorks automation software suite. These new well received offerings are used to improved analysis of proteins and peptides to speed development of new protein-based therapeutics. The Agilent CrossLab Group posted revenue of $572 million. This is up reported 10% and 9% core. Growth is broad based, driven by strength in service contracts and on-demand services as well as our chemistries and supplies. Our focus on increasing connect rates continues to pay off for us. The strong expansion of our installed base in 2021 and increasing connect rates bodes well continued to strengthen our ACG business moving forward. Our ability to drive growth and leverage our scale produce operating margins of roughly 30%, not more than 200 basis points from the prior year. The Diagnostics and Genomics Group delivered revenue of $341 million, up 16% reported and up 13% core. Our NASD oligo business led the way with robust double-digit growth in the quarter and achieved full year revenues exceeding $225 million. We expect another year of strong double-digit growth as the team continues to do a great job of increasing throughput with existing capacity. The expansion of our Train B oligo manufacturing facility in Frederick, Colorado is proceeding as planned. We expect this additional capacity to come online by the end of calendar year 2022. Moving on from our other business group updates, there are several other significant developments for Agilent this quarter. We announced our commitment to achieving net zero greenhouse gas emissions by 2050. We believe our approach delivers the same rigorous sustainability that'd be applied to everything else we do. We also believe these actions are not only the right thing to do, but fundamental to achieving long-term success. Our sustainable leadership continues to be primarily recognized as well. You may have seen that Investor's Business Daily recently named Agilent to its Top 100 ESG Companies list. We're also a company where diversity and inclusion represent a company priority and is a core element of our culture. During the quarter, we achieved recognition by Forbes as one of the World's Best Employers and as a Best Workplace for Women. While the Agilent team has a strong track record of delivering above-market growth and leading customer satisfaction, we're always looking to do more. To further accelerate growth and strengthen our focus on customers, we are implementing a new One Agilent commercialization, combining for the first time all customer-facing activities under one leader. The new organization brings together and strengthens our sales, marketing, digital channel and services team. The new enterprise level commercialization is led by Padraig McDonnell. Padraig will continue to lead the Agilent CrossLab Group as Business Group President as well as serves Agilent's first ever Chief Commercial Officer. The way I'd like to characterize this move is to say we are doubling down on the success we've achieved with ACG, applying a holistic customer-focused approach to all aspects of our business. We're also moving the chemistries and supplies division to LSAG. This close organizational alignment between instrument and chemistries development will further accelerate our progress on instrument connect rates for chemistries and consumables. We believe that structure of follow strategy and that this new organizational structure will further enhance our customer focus and the execution of our growth strategies. Looking ahead to the coming year, we are in a strong position to continue to deliver on our build and buy growth strategy. Agilent's business remains strong. We enter the new year with a robust backlog and have multiple growth drivers, coupled with the proven execution excellence of the Agilent team. A year ago to our Agilent Investor Day, we raised our long-term annual growth outlook to the 5% to 7% range, while reaffirming our commitment to annual operating margin improvement and double-digit earnings per share growth. We are now one year in and well on our way to achieving these long-term goals. Bob will provide more details, but for fiscal 2022, our initial full year guide calls for a core growth in the range of 5.5% to 7%. We expect to continue our top line growth as we launch market-leading products and services, invest in fast-growing businesses and deliver outstanding customer service. My confidence in the unstoppable One Agilent team and our ability to execute and deliver remains firmly intact. This is our formula for delivering solid financial results, outstanding shareholder returns and continued strong growth. We are very pleased with our performance in 2021 but not satisfied. As I tell the Agilent team, the best is yet to come for our customers, our team and our shareholders. I will now hand the call off to Bob. In my remarks today, I'll provide some additional details on revenue and take you through the income statement and some other key financial metrics. I'll then finish up with our initial outlook for the upcoming year and for the first quarter. As Mike mentioned, we had very strong results in the fourth quarter. Revenue was $1.66 billion, reflecting reported growth of 12%. Core revenue growth at 11% was a point above our top end guidance range. Currency accounted for 0.8% of growth, while M&A contributed half a point of growth during Q4. And as expected, COVID-19-related revenues were roughly flat sequentially and resulted in just over a point headwind to the quarterly revenue growth. Late in the quarter, we did see transit times that were in certain cases greater than anticipated, resulting in some revenues being deferred into Q1. Our results were driven by a continuation of outstanding momentum in Pharma and in Biopharma in particular, while Chemical and Energy and Diagnostics and clinical also delivered strong results for us. Our largest market, Pharma, grew 21% during the quarter against a tough compare of 12% last year. The Small Molecule segment delivered mid-teens growth, while Large Molecule grew 30%. Pharma was a standout all year, growing 24% for the full year after growing 6% in 2020. And in FY '22, we expect our Pharma business to grow in the high-single digits. Chemical and Energy continue to show strength growing 11% with instrument growth in the mid-teens during the quarter. This impressive performance was against a 3% increase last year. The C&E business grew 12% for the year after declining 3% in 2020. Growth was driven by continued momentum in chemicals and engineered materials and we expect our C&E business to continue to grow solidly next year in the high-single digits. Diagnostics and Clinical grew 11% with all three groups growing nicely during the quarter. While the largest dollar contributor to this market is DGG, driven by our pathology-related businesses, the LSAG business continues to penetrate the clinical market and drive growth with strong performances by Cell Analysis and Mass Spec. We saw mid-teens growth in the Americas and strong growth in China, albeit off a small base. For the year, the Diagnostics and Clinical business grew 15% for the year after declining slightly by 1% in 2020. And we expect to continue to grow in the mid to high-single digits in 2022. Academia and Government, which can be lumpy and represents less than 10% of our business, was up 1% in Q4 versus a flat growth last year. Most research labs continue to remain open globally and increase capacity to pre-pandemic levels. China came in at low-single digits, while the Americas and Europe were roughly flat. For the year, we grew 7% after declining 4% last year. We expect this market will continue to improve slightly in fiscal year 2022 and expect growth of low to mid-single digits. Food was flat during the quarter against a very tough 16% compare. Europe and the Americas grew while China declined. For the year, food grew 13% after growing 7% in 2020. Looking forward, we expect food to return to historical growth rates in the low-single digits. And rounding out the markets, Environmental and Forensics declined 2% in the fourth quarter off of 5% decline last year as growth in Environmental was overshadowed by a decline in Forensics. For the year, we grew 5%, off a 2% decline in 2020. And looking forward, like Food, we expect Environmental and Forensics to grow in the low-single digits in the coming year. For Agilent overall, on a geographic basis, all regions again grew in Q4, led by Americas at 15% China grew 8% in Europe grew 4%. And for the year, Americas led the way with 21% growth, followed by China at 13% and Europe at 12%. Now let's turn to the rest of the P&L. Fourth quarter gross margin was 55.9%, up 90 basis points from a year ago. Gross margin performance, along with continued operating expense leverage, resulted in an operating margin for the fourth quarter of 26.5%, improving 160 basis points over last year. Putting it all together, we delivered earnings per share of $1.21, up 23% versus last year. And during the quarter, we benefited from some additional tax savings, resulting in a quarterly tax rate of 13% and our full year tax rate was 14.25%. Our share count was 305 million shares as expected. And for the year, earnings per share came in at $4.34, an increase of 32% from 2020. We continued our strong cash flow generation, resulting in $441 million for the quarter, an increase of 17% versus last year. For all of 2021, we generated almost $1.5 billion in operating cash and invested $188 million in capital expenditures. During the quarter, we returned $195 million to our shareholders paying out $59 million in dividends and repurchasing roughly 830,000 shares for $136 million. And for the year, we returned over $1 billion to shareholders in the forms of dividends and share repurchases. And we ended the year with $1.5 billion in cash and $2.7 billion in outstanding debt and a net leverage ratio of 0.7 times. All in all, a great end to an outstanding year. Now let's move on to the outlook for fiscal 2022. While we are still dealing with the pandemic and we have the additional challenges around logistics and inflationary pressures, we enter the year with strong backlog and momentum. For the full year, we're expecting revenue to range between $6.65 billion and $6.73 billion, representing reported growth of 5% to 6.5% and core growth of 5.5% to 7%, consistent with our long-range goals. And this incorporates absorbing roughly 0.5% headwind associated with COVID-related revenues with the majority of that impact coming in Q1. We're expecting all three of our businesses to grow, led by DGG. We expect DGG to grow high-single digits with the continued contribution of NASD in cancer diagnostics. We expect ACG to grow at high-single digits with both services in our chemistries and supplies businesses growing comparably while LSAG is expected to grow in mid-single digits. We expect operating margin expansion of 60 to 80 basis points for the year as we absorb the build-out costs of Train B at our Frederick, Colorado NASD site. And in helping you build out your models, we're planning for a tax rate of 14.25%, consistent with current tax policies and $305 million fully diluted shares outstanding. All this translates to a fiscal 2022 non-GAAP earnings per share expected to be between $4.76 to $4.86 per share, resulting in double-digit growth. And finally, we expect operating cash flow of approximately $1.4 billion to $1.5 billion and capital expenditures of $300 million. This capital investment represents an increase over 2021 as we continue our focus on growth, bringing our NASD Train B expansion online and expanding consumables manufacturing capacity for our Cell Analysis and Genomics businesses. We have also announced raising our dividend by 8%, continuing an important streak of dividend increases and providing another source of value to our shareholders. Now let's move on to our first quarter guidance. But before I get into the specifics, some additional context. Lunar New Year is February 1 this year, a shift from last year when it was in mid-February. As a result, we expect some Q1 revenue to shift to the second quarter of this year as customers shut down ahead of the holiday. In addition, as I mentioned, we do expect to see the largest impact of COVID-related revenue headwinds in the first quarter. We estimate these two factors will impact our base business growth by 2 to 3 points and roughly equal in impact. For Q1, we are expecting revenue to range from $1.64 billion to $1.66 billion, representing reported and core growth of 5.9% to 7.2%. Adjusting for the timing of Lunar New Year and COVID-related headwinds, core growth would be roughly 8% to 10% in the quarter. First quarter 2022 non-GAAP earnings are expected to be in the range of $1.16 to $1.18. In conjunction with the new One Agilent commercial organization Mike talked about, we will be reporting under the new structure starting in Q1. In addition, we'll be providing a recast of certain LSAG and ACG historical financials to account for the segment changes after the filing of our Annual Report on Form 10-K in December. I am extremely proud of what the Agilent team achieved in 2021 and look forward to another strong performance in 2022. With that for me, back to you for Q&A. Bethany, if you could please provide instructions for the Q&A now. ","q4 non-gaap earnings per share $1.21. sees q1 revenue up 5.9 to 7.2 percent. sees q1 revenue $1.64 billion to $1.66 billion. sees fy revenue $6.65 billion to $6.73 billion. q4 revenue rose 11 percent to $1.66 billion. sees q1 non-gaap earnings per share $1.16 to $1.18. fiscal year 2022 non-gaap earnings guidance of $4.76 to $4.86 per share. " "As some of you know, our Head of Investor Relations, Rubun Dey, recently left the company to pursue other opportunities. Our Vice President and Chief Accounting Officer, Laura Adams, has stepped in as Interim Head of Investor Relations, which she will oversee while also maintaining her ongoing role. Laura has been a finance executive with the firm for over a decade, overseeing many areas of corporate finance, including governance, financial and treasury oversight and risk mitigation. She has played a vital role for me and our leadership team in our strategic decision-making around our capital allocation and M&A plans and our investment thesis more recently. During today's call, we will also discuss some non-GAAP financial measures and other metrics, which we believe provide useful information for investors. We include an explanation of adjustments and other reconciliations of our non-GAAP measures to the most comparable GAAP measures in our second quarter fiscal year 2022 slides. We are now on Slide 4. Laura, it's great to have you play a more public role on these calls, because you have been a leader on our finance team and integral to the quarterly earnings process for many years. I have personally relied on your expertise for as long as I've been CEO. Lloyd and I, along with several of our Booz Allen colleagues were excited to be in New York City earlier this month to share our new investment thesis and our strategy for growth. It was great to see so many of you in person, and we hope you took away from that event a deeper understanding of our strategy, business and multi-year financial goals. Today, we will continue the conversation in the context of our second quarter results for the fiscal year. And we will show how Booz Allen is already setting up to accelerate into the financial goals described in our investment thesis. I'm also pleased to share an update on our future of work rollout. Before diving into the second quarter results, I want to briefly recap a few points from our Investor Day, starting with VLT; velocity, leadership and technology. VLT is the strategic framework that will accelerate our growth and create exceptional shareholder value. Through VLT, we will capitalize on future market opportunities and leverage our positioning to deploy talent and capital against the nation's highest priorities. As part of our new strategy, we also told you about the opportunities we see for hyper growth in the areas of digital battle space and national cyber, among others. And then those of you who attended AUSA a week later, saw some of our differentiated technology solutions that are transforming national missions. Specifically, demos of Rainmaker and a few of our Edge solutions are excellent examples of how we are leading in our market. Fueled by the investments we have made during Vision 2020, Booz Allen holds first-mover advantage at key intersections of technology and mission. The overall strategy is important because it's what creates our strong financial performance year-to-year. And on Investor Day, we were pleased to present our new investment thesis. It's the multi-year outlook that will frame our quarter-to-quarter performance going forward. At the core of these thesis is accelerating growth in adjusted EBITDA dollars through fiscal year 2025. We expect adjusted EBITDA to increase by about 50% from $840 million in fiscal year 2021 to $1.2 billion to $1.3 billion in fiscal year 2025. Broadly, we expect this increase to be driven by above market organic revenue growth, continued strong margins and capital deployment that prioritizes strategic acquisitions. To be more specific, our path to 50% adjusted EBITDA growth includes financial expectations of 5% to 8% annual organic revenue growth, adjusted EBITDA margins in the mid-10s and $3.5 billion to $4.5 billion in total capital deployment during the period. The leadership team and I are confident that we can accelerate growth and achieve the goals in our investment thesis. We have the right strategy. And more importantly, the right team is in place to drive our business. This quarter's results demonstrate that Booz Allen is already positioned for acceleration. So let me shift now to an overview of the second quarter. As we have said since fiscal year 2022 begun, this year's growth pattern looks different from recent fiscal years with slower revenue growth in the first half and significant acceleration expected in the second half. These pattern is primarily due to three factors. First and most important, a ramp-up in hiring. Second, productivity and time of dynamics tied to the pandemic that create challenging comps in the first half. And third, full inclusion of revenue from acquisitions. These factors contribute to choppiness at the top-line. And with our second quarter results now final, you can see that the first half of the fiscal year played out just as we expected. For the full six months, revenue growth was in the low-single-digits. We are pleased to report that across bottom line metrics we outperformed in the first half with strong profit margins driving EBITDA and ADEPS growth. Book-to-bill for the second quarter was strong, reflecting a significant year-over-year increase in bookings and cash generation was exceptional. Our latest results demonstrate several key things about our business at the midpoint of the fiscal year. We are not demand constraint, as shown in our backlog and book-to-bill performance. Hiring, which is our top operational priority, rapidly accelerated over the first two quarters. We continue to attract and retain the talent we need in a very competitive market, and we aim to keep our momentum going. Our team is managing the business extraordinarily well, which can be seen especially in the bottom line metrics. We are well underway with making strategic acquisitions and successfully integrating them, with our acquisition of Tracepoint last month being the most recent example. We're already seeing lift from combining Tracepoint's channel access and incident response expertise with Booz Allen's cyber consulting and managed services offerings. And while we did face headwinds from comps and a slow ramp up on some contracts, we continue to manage through them. Taken together, our first half results and the strong operational performance behind them point to acceleration through the rest of the fiscal year. To achieve our second half objectives, we are focused on a set of priorities that are critical to our success. Let me walk through them. Our top priority remains recruiting. We must continue strong hiring to execute our growing backlog. Second, we will maintain operational excellence in managing the business. Third, we will continue to capture key market opportunities. Fourth, we will capitalize on the upside presented by our acquisitions of Liberty and Tracepoint. And fifth, we will continue to invest in our people and differentiated solutions to drive growth beyond this fiscal year. Lloyd and I are confident Booz Allen will continue to make progress on these objectives. And today, we are pleased to reaffirm guidance for the full fiscal year. We believe that our growing momentum will both deliver another successful year and accelerate our business into the years covered by our new investment thesis. Lloyd will share more details on our results and fiscal year 2022 guidance in a few minutes. Before giving him the floor, I want to provide an update on the implementation of our future of work program. As you may recall, we believe we can offer our people increased flexibility in the way we work with the expectation that many of our people will work in a hybrid model. It makes up telework and purposeful in-person collaboration. We have plans to launch future of work and reopen all our offices on September 7, but those plans have to be delayed. It just was not safe at the time given the summer wave of COVID driven by the Delta variant. Since then, case metrics have improved and we are implementing a vaccination policy consistent with the federal government's mandate, requirements and timeline. We're making excellent progress in our vaccination rates. And earlier this month, we began a phase reopening of offices that have remained closed, and we expect to have all offices open by November 22. We are excited to now be in the position to safely engage more broadly with clients and colleagues in-person. Our people did an extraordinary job staying connected over the past 19 months. But just like Investor Day, there are times when being face-to-face is best. Our future of work program provides the flexibility to come together with purpose when and where it makes the most sense. With the opportunity to see more of our teams, clients, investors and other Booz Allen stakeholders in-person, I'm feeling energized and confident about the future. And my optimism is enhanced by the strong performance we delivered in the first half and how it sets us up for acceleration for the rest of the fiscal year and well beyond. And with that, Lloyd, over to you to take us through the financials in depth. Our overall objective with Investor Day was to once again demonstrate Booz Allen's commitment to long-term profitable growth. Leveraging our VLT strategy, we will make the internal investments and strategic acquisitions required to drive and execute that growth. In our view, the first half of fiscal year 2022 was an inflection point. As we move into the second half of the fiscal year and move past the direct and indirect influences of COVID over the last 19 months, we are entering the next leg of the firm's multi-year journey. As Horacio noted, we closed out the first half of the fiscal year with top-line performance in line with our expectations and prior guidance and with bottom-line performance well ahead. This gives us great confidence in our plan for the full fiscal year. Our large backlog, strong bookings and proposal activity signals continued client interest and strong demand for our work. Our hiring engine is now firing on all cylinders, positioning us to drive growth in the second half of the fiscal year. We closed on the acquisitions of Liberty and Tracepoint. As we have noted, we anticipated early year choppiness in our top-line results as we move into a post-COVID operating rhythm, which played out as we expected. Our strong balance sheet position and favorable market conditions have allowed us to take advantage of a number of opportunities, including attractive levels of debt financing, M&A and share repurchases. As a reminder, we had forecast constrained low-single-digit top-line growth in the first half with an acceleration through the fiscal year, driven by three dynamics: a ramp up in contracts and hiring, normalizing staff utilization and time off usage, growing contributions from acquisitions. I will speak to these in more detail when I address our guidance. With that, let me walk you through the second quarter results. At the top-line, in the second quarter, revenue increased 4.3% year-over-year to $2.1 billion. Revenue excluding billable expenses grew 3.6% to $1.5 billion. Revenue growth was driven by inorganic contributions and solid operational performance, offset from higher than normal staff utilization in the comparable prior year period. Now, let me step through performance at the market level. In defense, revenue declined by 0.6%, primarily due to a significant materials purchased in billable expenses and unusually high staff utilization in the prior year period, a headwind felt throughout most of our markets. Defense also saw some slowness in ramp ups on both new and existing work, while ongoing protests continue to create uncertainty on the timing of programs starts. In the first six months, revenue increased 1.8%. In civil, revenue grew by 16.4% led by strong performance in our health business and the addition of Liberty. Liberty's contributions so far is slightly outpacing our previously forecasted range of $300 million to $340 million of annualized revenue. We remain exceptionally pleased with Liberty's performance and contribution to Booz Allen and are well underway with plans to fully integrate it with our broader health and digital business. We are feeling momentum across this entire market as we continue to capture key opportunities aligned to the government's priorities. In the first six months, revenue increased 11.2%. In intelligence, we recorded 0.8% revenue growth this quarter. Our portfolio reshaping efforts have started to yield critical wins, and we are excited to see this business return to growth. For the full first six months, revenue declined 2.9%, but we believe this will continue to turnaround in the second half of the fiscal year. Lastly, revenue and global commercial declined 5.7% compared to the prior year quarter. We continued to strategically shift focus to our U.S. commercial cyber business and anticipate growth in the back half of the fiscal year as we accelerate hiring to capitalize on the strong demand and additive growth in the business from Tracepoint. In the first six months, revenue declined 17.2%. Our book-to-bill for the quarter was 2.03 times, while our last 12 month's book-to-bill was 1.28 times. Total backlog grew 18% year-over-year, resulting in backlog of $29 billion, a new record. Funded backlog grew 9.7% to $4.9 billion, unfunded backlog grew 54.7% to $9.5 billion and priced options grew 4.4% to $14.6 billion. We are proud of our bookings performance in the second quarter, which continues to demonstrate we are not demand constrained, and our ability to win and convert on work aligned with our core capabilities and clients' most critical missions. Pivoting to headcount, as of September 30, we had approximately 29,200 employees, up by about 1,600 year-over-year or 5.8%. In the first half of the fiscal year, we added approximately 1,500 employees. As we have previously noted, the competition for talent, particularly technical talent, remains fierce. Still, we have successfully executed our hiring and retention strategies. As Betty Thompson highlighted at Investor Day, those strategies focused on fostering a strong people-centered culture and effective talent systems that support individual pursuits as well as business needs. Accelerating headcount growth remains a top operational priority for this fiscal year and will be key as we move into the next multi-year period of our investment thesis. We expect to continue building on our progress through the second half of the fiscal year. Moving to the bottom line, adjusted EBITDA for the quarter was $270 million, up 18.1% from the prior year period. Adjusted EBITDA margin on revenue was 12.8% compared to 11.3% in the prior year period. The increase in adjusted EBITDA margin was driven by three factors. First, profitable contract level performance and mix, which includes the inorganic contributions into our results. Second, prudent cost management. And third, a return to a billing for fee within intel, which had a $7 million negative impact on the prior year period under the CARES Act. As we move through the fiscal year, we expect billable expenses and unallowable spend to ramp up, with billable expenses which are currently near the low end of our historical 29% to 31% range, expected to move toward the midpoint of that range by the fiscal year end. Second quarter net income increased 14% year-over-year to $155 million. Adjusted net income was $170 million, up 19% from the prior year period, primarily driven by the same factors driving higher adjusted EBITDA. Diluted earnings per share increased 16% to $1.14 from $0.98 the prior year period. And adjusted diluted earnings per share increased 22% to $1.26 from $1.03. These increases to our non-GAAP metrics were primarily driven by better operating performance, the inclusion of Liberty, a lower effective tax rate and a lower share count due to our share repurchase program. Cash from operations was $470 million in the second quarter compared to $426 million in the prior year period. This increase was driven primarily by continued strong cash management, fueled by consistent operational performance. Capital expenditures for the quarter were $21 million, up approximately $3 million from the prior year period, driven by investments for future growth. We still expect capital expenditures to land within our forecast range for the fiscal year. During the quarter, we paid out $50 million for our quarterly dividend and repurchased $106 million worth of shares at an average price of $83.31 per share. We also acquired the remaining stake in Tracepoint, a promising digital forensics and incident response business. As you may recall, we took a minority stake in Tracepoint last December. And the partnership has proven so fruitful that we completed the purchase in September. In total, including the close of the Tracepoint acquisition, we deployed $285 million during the quarter. Today, we are announcing that our board has approved a regular dividend of $0.37 per share payable on December 2 to stockholders of record on November 15. As our actions and performance demonstrate, we remain committed to preserving and maximizing shareholder value through a disciplined balanced capital allocation posture. Turning now to guidance. Please move to Slide 8. Before I address the numbers, I want to highlight our continued expectations for a distinct first half, second half dynamics this fiscal year. Let me walk through the puts and takes of this second half ramp, starting with the top-line perspective. First, we expect year-over-year comparables in staff utilization to normalize in the second half of the fiscal year. As a reminder, in fiscal year 2021, staff utilization trended roughly 300 basis points above typical levels in the first half of the year before starting to normalize in the third quarter. Second, we expect that our ramp on both contracts and hiring will translate into growth as we move through the fiscal year. Strong customer interest and proactive demand signals give us confidence that any near-term slowness in the acquisition process is likely temporary, not withstanding any unforeseen disruptions in government funding. On the other hand, from a supply perspective, our efforts to improve hiring, in some cases ahead of demand, have paid off. Third, our growing Liberty business will fully contribute in the second half of the fiscal year relative to a partial first half. Lastly, minor timing differences in our costing of labor, resulting from the implementation of our new financial management systems. Putting it all together, we still forecast significant acceleration from our first half performance ramping through the fourth quarter, barring any major disruption such as a prolonged government shutdown or other dynamics outside of our control. Regarding adjusted EBITDA margins, we exercise considerable control over our cost structure and margin levers. We traditionally take a conservative approach to cost management early in the fiscal year and prioritize investments in our people, infrastructure and long-term growth objectives as we move throughout the fiscal year. Given the slowness we noted in the government's contracting process, we have maintained a tighter grip on our cost levers into this fiscal year. However, we still expect to make those same investments in the second half of the fiscal year, which will pressure back half adjusted EBITDA margins. Taking these factors into consideration, we are reaffirming our fiscal year 2022 guidance. We expect revenue growth to be between 7% and 10% inclusive of Liberty and Tracepoint. We expect adjusted EBITDA margin in the mid-10% range. Let me reiterate that we expect to make investments in our people and our technology in the second half of the fiscal year to support our multi-year growth aspirations. That said, given our strong first half results, we expect to finish near the top end of our current guidance. We expect adjusted diluted earnings per share to be between $4.10 and $4.30 based on an effective tax rate of 22% to 24%, 134 million to 137 million weighted average shares outstanding and interest expense of $92 million to $95 million. We expect operating cash flow near the low end of our prior $800 million to $850 million range, which is inclusive of approximately $56 million of cash payments related to the Liberty transaction. And finally, we expect capex in the $80 million to $100 million range. Finally, I would like to round out the conversation by looking to the future and our new investment thesis, which Horacio recapped in his remarks. As we continue to position ourselves for a post-COVID operating environment, we believe that our actions and performance throughout the remainder of fiscal year '22 will put us on the right trajectory to accelerate our growth and execute on our investment thesis. We are truly excited for the future of this firm and all we can accomplish for both our clients and our investors. Operator, please open the lines. ","compname reports quarterly adjusted earnings per share $1.26. qtrly earnings per share $1.14. qtrly adjusted earnings per share $1.26. booz allen hamilton holding - qtrly revenue increase of 4.3% over yoy to $2.1 billion. co reaffirms its previously provided fiscal 2022 guidance. " "I'm Laura Adams, chief accounting officer and interim head of investor relations. And with me to talk about our business and financial results are Horacio Rozanski, our president and chief executive officer; and Lloyd Howell, executive vice president, chief financial officer, and treasurer. During today's call, we will also discuss some non-GAAP financial measures and other metrics, which we believe provide useful information for investors. We are now on Slide 4. Today, Lloyd and I will share our third quarter results in the context of our fiscal year 2022 guidance and our multi-year investment thesis. We will also describe the underlying dynamics of our business and the progress we are making on our VoLT strategy. To set the context, let's go back to our October Investor Day, where we outlined our VoLT strategy and associated financial goals. As a reminder, VoLT stands for velocity, leadership, and technology. It is a strategic program Booz Allen has launched to capitalize on our first mover advantage in helping the federal government transform core missions through the use of new technologies. Over the next few years, we look to grow faster by building scaled positions in critical areas such as national cyber and digital battlespace. We are in the early stages of this journey, but are already making strides and seeing strong progress. As part of VoLT, we have set new multi-year financial goals that deliver both strong profit growth and continued investment in our business. Our investment thesis centers on growing adjusted EBITDA dollars from $840 million in fiscal year 2021 to $1.2 billion to $1.3 billion in fiscal year 2025. That's approximately a 50% increase. We expect this increase to be accomplished through 5% to 8% annual organic revenue growth, adjusted EBITDA margins in the mid-10s, and $3.5 billion to $4.5 billion in total capital deployment that prioritizes strategic acquisitions. Our expectations for fiscal year 2022 were consistent with these goals. Gross revenue growth in the 7% to 10% range and adjusted diluted earnings per share in the range of $4.10 to $4.30. We also said this fiscal year growth pattern would look different from recent years, with slower revenue growth in the first half and significant acceleration in the second half. Our revenue growth in the third quarter was lighter than we expected. And while we forecast strong fourth quarter revenue growth, we're lowering our full fiscal year 2022 revenue outlook to account for a slower pace. Lloyd will take you through the quarter results and our updated guidance in greater depth. There were several factors that contributed to the revenue dynamics for the quarter. On the positive side, we continue to win the right kind of work and hire the right people, as reflected in our backlog growth and headcount increases over the last 12 months. Conversely, the translation of those positives into revenue growth was slower than historical standards, driven by a number of factors, including a protracted continuing resolution; a higher dollar value of awards under protest; delayed awards and slower ramp-up on sold contracts; lower staff productivity due in large part to the omicron variant surging during the quarter; and lower-than-anticipated billable expenses. These dynamics impacted our entire portfolio and some pockets of our defense business were especially hard hit due in part to the number of large awards delayed and a greater proportion of billable expenses in their revenue base. Looking ahead, we see some of these challenging dynamics continuing into the coming months. As a result, we are taking a three-pronged approach to proactively manage through this environment. First, we are addressing those business areas where we see the greatest funding uncertainty. Second, we are continuing to control costs in order to deliver on our commitments to both grow adjusted EBITDA and invest in our business. And third, we are doubling down on areas of significant growth opportunity shifting resources across the portfolio by leveraging our unique operating model and single P&L. In short, we continue to lean into growth while managing tightly in the face of greater market volatility. Before turning the call over to Lloyd, let me return to the longer-term outlook and the progress we have made in our business so far. As we look ahead, we remain on track to deliver strong growth in adjusted EBITDA through fiscal year 2025, supported by continued revenue growth, stable adjusted EBITDA margins, and strategic deployment of capital. Our confidence in the future is predicated in our belief that we have the right strategy and the proven ability to execute in both good times and challenging ones. And several accomplishments from the last few months underscore these points. First, we continue to win the right kind of work at the center of national priorities where innovation can help the government transform the way the mission is executed. Our clients from the Department of Veterans Affairs to the Air Force are looking to Booz Allen for expertise in areas such as DevSecOps, AI, and the commercialization of new technologies to advance their missions. Second, we are making key investments that differentiate our service to clients. For example, last December, as part of our ramp-up on national cyber, we announced the opening of our carrier-grade 5G lab in Central Maryland. The lab offers a state-of-the-art testing environment for secure, cyber-resilient 5G solutions. Similarly, as we advance our work on digital battlespace, we are significantly expanding our footprint in Honolulu. This investment deploys into the INDOPACOM region some of our most advanced capabilities to expand our support of several high-priority client missions. Third, we are successfully using acquisitions as strategic accelerators. Liberty and Tracepoint continue to deliver the strategic and financial value we expected. Integration is going well, and we are extremely pleased with the upside these acquisitions create. And in addition, we continue to build our acquisition pipeline. And fourth, and perhaps most importantly, we continue to strengthen our team and ensure we have the focus and resiliency to support our clients as they too manage through a volatile environment. I am extremely proud of our workforce for achieving complete compliance with our COVID vaccination requirement. Our purpose and values are at the core of everything we do, so we believe that prioritizing the health and safety of all our employees is the right thing to do for our institution, our clients, and our communities. Furthermore, a fully vaccinated workforce allows us to better serve our clients, supports safer in-person collaboration, and is critical to entering a post-pandemic phase. Together, always together, the people of Booz Allen are forging ahead with relentless focus on our clients' missions and our growth strategy. This is what delivers the consistent results that create long-term shareholder value. And with that, I'll give the floor to Lloyd for more details on the third quarter, the fiscal year and our investment thesis. Lloyd, over to you. As we near the end of fiscal year 2022, a year marked by many twists and turns, we have continued to build on our underlying fundamentals, which have supported our expectations for second half performance outpacing first half. And while top line growth and cash did not deliver at the levels we anticipated, we are delivering the bottom line results we need to invest in our business and our people to achieve our long-term growth initiatives. With three quarters now completed and greater visibility into the fourth quarter, we are seeing some transitory changes at the macro level that are impacting overall market performance. Expanding on what Horacio said, just as we believe that we were turning the corner on the pandemic's impacts and reverting to more predictable business patterns, we were hit by omicron, which led to another spike in PTO, resulting in staff utilization rates not normalizing as we had anticipated. This, coupled with an overhang effect from the continuing resolution, has impacted our ability to convert strong demand into top line growth. We factored some of this uncertainty into our 2022 fiscal year guidance, but we did not fully anticipate the impact of the second wave on utilization, nor did we foresee the delays in translating wins into revenue generation. I will get into more detail shortly when I give updated guidance. At the top line, revenue increased 6.6% year over year to $2 billion, which includes approximately $117 million from inorganic contributions. Revenue, excluding billable expenses, grew 6.2% year over year to $1.4 billion. Revenue growth was slower this quarter for the following three reasons: first, funding delays resulting in slower ramp on new work and existing work; second, lower staff utilization resulting from an uptick in PTO taken over the holiday period, due in part to a rise in COVID cases and the inclusion of the New Year's Eve holiday in this quarter's results. And third, billable expenses continued to be pressured by slower travel patterns and the timing of material purchases getting pushed to the right. Taken together, these factors are largely timing issues that we believe will dissipate as we return to more normal business rhythms. Now let me walk through the market level performance. Revenue declined by 2.2% year over year and has been trending down quarter over quarter. Since defense is roughly 50% of our business portfolio and largely comprised of cost reimbursable work, the macro factors and subsequent top line impacts I noted were especially impactful in this market. More specifically, to expand on what Horacio said, our Army account was hit the hardest by some of these dynamics, where our performance was impacted by budgetary challenges, slowness, and ramp-ups, and some losses. Going forward, our defense leadership is doubling down on addressing these issues by growing headcount, managing utilization, and aggressively deploying talent to capture the highest value opportunities, including hyper growth initiatives such as our digital battlespace platform. In civil, revenue grew by 25.3% year over year, of which 5.1% was organic, marking our second consecutive quarter of strong double-digit growth. Our results reflect solid performance across the portfolio, particularly in health, where we see strong alignment with the administration's priorities, which are yielding important wins. Additionally, Liberty continues to strengthen our unique market position as we prepare to leverage integrated capabilities in the areas of cloud, DevSecOps, and API development to pursue additional market share across our broader portfolio. In Intelligence, we recorded our second consecutive quarter of growth at 0.8% year over year. This continued improvement in performance reflects our ability to hire ahead of growing demand and capitalize on our mission expertise and advanced technological offerings to secure key recompetes and new work opportunities. This positions us for multiyear growth in key areas, including digital modernization, artificial intelligence and high-end data analytics. Lastly, global commercial revenue grew 26.7% compared to the prior-year period. commercial cyber business and contributions from Tracepoint, where we are seeing strong cross-selling momentum and early synergies. We are now on Slide 6. Net bookings for the third quarter were approximately $797 million, up 29% over the prior-year period, translating to a quarterly book-to-bill of 0.39 times and a trailing 12-month book-to-bill of 1.28 times. Total backlog grew approximately 19.2% year over year to $27.8 billion. Funded backlog grew 11.7% to $4 billion. Unfunded backlog grew 57.7% to $9.4 billion. And price options grew 4.4% to $14.3 billion. These results underscore continued demand and strong alignment to our clients' core missions in the areas of artificial intelligence, cyber and digital modernization, to name a few and further, our position as a trusted partner and market leader. Looking ahead, as we continue to pursue larger and more technically complex bids, we anticipate that ongoing protests will become part of the normal business cycle, which we are increasingly factoring into our operating plan. As of December 31, we had approximately 29,500 employees, an increase of approximately 1,900 year over year or 6.8%. The labor market for tech and tech-adjacent talent remains highly competitive, but we are pleased that we continue to successfully execute on our hiring and retention strategies, a reflection of our appeal as an employer of choice. This resulted in a third consecutive quarter of mid-single-digit headcount growth, consistent with our expectations. Moving to the bottom line. Adjusted EBITDA for the quarter was $222 million, up 8% from the prior-year period. Adjusted EBITDA margin on revenue was 10.9% compared to 10.8% in the prior-year period. The increase in adjusted EBITDA margin was driven by three factors: first, profitable contract level performance and mix, which includes inorganic contributions; second, prudent cost management; and third, a return to billing for fee within Intel, which had a $2 million negative impact on the prior-year period under the CARES Act, a tailwind that will taper off after this quarter. Third quarter net income decreased 10.8% year over year to $129 million. Adjusted net income was $137 million, down 5.5% year over year. Diluted earnings per share decreased 7.8% to $0.95 from $1.03 the prior-year period. And adjusted diluted earnings per share decreased 1.9% to $1.02 from $1.04. Both GAAP and non-GAAP metrics were impacted by a higher effective tax rate following the release of an income tax reserve of $10.2 million in the prior-year period related to the Aquilent acquisition, as well as higher interest expense partially offset by a lower share count due to our share repurchase program. Our non-GAAP metrics exclude certain acquisition costs and the noncash gain of $7.1 million from the spin-off of SnapAttack during the quarter. Cash from operations was $21 million in the third quarter, down from $233 million in the prior year comparable period. Operating cash performance is volatile quarter-to-quarter, and the decline in this period was more pronounced due to some of the factors impacting top line growth, coupled with higher disbursements. As we have done before, we are focused on our working cash management and cash collection efforts to continue improving our operating cash performance and reinforce our strong balance sheet. Year to date, we have generated $481 million in operating cash flow and $430 million in free cash flow for a free cash flow conversion rate nearing 100% and supporting our strong balance sheet positioning and capital deployment priorities. During the quarter, we deployed approximately $139 million, inclusive of $50 million in quarterly dividends and $83 million in share repurchases. Today, we are also pleased to announce that the Board has increased our quarterly dividend by $0.06 to $0.43 per share, payable on March 2 to stockholders of record on February 11. This marks our ninth consecutive fiscal year of increasing our quarterly dividend, a testament to our fundamental strength and promise to continue growing our dividend, even in a more challenging operating environment. With one quarter left in this fiscal year, we remain committed to a patient, disciplined capital allocation strategy, leveraging our strong balance sheet position to deploy capital in an accretive manner, creating near- and long-term shareholder value. As we have said in October, our capital deployment priorities remain focused on strategic M&A to enhance growth while sustaining a healthy dividend and opportunistically repurchasing shares. Let me now walk you through how the puts and takes from the quarter translate into updates to our full year fiscal 2022 guidance. Please move to Slide 8. Despite lighter revenue and operating cash challenges this quarter, we are proud of our team's efforts to manage the business, controlling what we can in spite of another wave of macro environmental challenges. These efforts have enabled margin expansion with solid ADEPS performance throughout this fiscal year as we reinforce the strength of our fundamentals and balance sheet in preparation to execute on our investment thesis. In the fourth quarter, we were laser-focused on executing against our operational priorities. We will continue to aggressively hire ahead of demand, capitalizing on our strong portfolio of new work opportunities to sustain long-term organic growth. We will efficiently manage the business by investing in our people and technology to lead the next wave of innovation. And lastly, continue to build our M&A pipeline and acquire businesses that meet our disciplined criteria to serve as strategic accelerators. Our revised guidance reflects these efforts in addition to the third quarter performance and trends I just outlined. Let me run through the numbers. For the full fiscal year, revenue growth is now expected to be in the range of 5.7% to 7.2%. At the midpoint, our revised guidance range reflects $100 million to $220 million of revenues tied to the uncertainties we outlined earlier. They break down as follows: $30 million to $80 million tied to funding delays and resulting slowness in deploying staff on sold and funded work; $20 million to $40 million tied to an incremental step down in staff utilization due largely to the continuing pandemic and PTO usage; and $50 million to $100 million from lower pandemic-related travel and the timing of material purchase getting pushed to the right. As a reminder, the inclusion of the New Year's Eve holiday and minor timing differences in the costing of labor related to the implementation of our next-gen financial management system will become tailwinds in the fourth quarter, adding roughly 175 basis points to the top line. On the bottom line, we now expect adjusted EBITDA margin for the fiscal year to be approximately 11%. This increase reflects our considerable control over our cost structure and margin levers even in times of uncertainty. We are reaffirming our adjusted diluted earnings per share guidance to be between $4.10 and $4.30. We now expect operating cash to be between $700 million and $750 million. The incremental step-down follows our expectations for lower top line growth and accounts for the $56 million of onetime payments in connection with the Liberty acquisition, which we had anticipated being able to make up through a combination of working capital management and operating performance. As I mentioned, we will remain laser-focused on optimizing our working capital to return to the strong level of cash conversion we have historically delivered to position us ahead of future growth initiatives. And finally, we continue to expect capital expenditures to be between $80 million to $100 million. As we move toward our investment thesis, I remain confident in our team's ability to manage through these times of uncertainty as we have proven our ability to do over the years. We will continue to execute on our near-term growth objectives and remain confident in the long-term trajectory of the business, upholding our role as the industry leader in meeting the high standards our shareholders have come to expect. With that, over to you, Laura. Operator, please open the lines. ","qtrly revenue $2.03 billion, up 6.6%. qtrly earnings per share $0.95. qtrly adjusted diluted earnings per share $1.02. booz allen hamilton - experienced slower than expected revenue growth in q3 due to factors related to covid-19 pandemic, u.s. governmental budget uncertainty. sees 2022 revenue growth of 5.7% – 7.2%. sees 2022 adjusted earnings per share $4.10 - $4.30. " "The non-GAAP results exclude a number of items including our Venezuela operations, the impact of Argentina's highly inflationary accounting reorganization and restructuring costs, items related to acquisitions and dispositions and costs related to an internal loss and certain accounting compliance matters. We're also providing our results on a constant currency basis which eliminates changes in foreign currency exchange rates from the prior year. We believe the non-GAAP results make it easier for investors to assess operating performance between periods. Accordingly, our comments today will focus primarily on non-GAAP results. Today we reported strong second quarter results that clearly demonstrate the resiliency of our business and the continued strength of cash usage around the world. Reported revenue was up 27%, including organic growth of 15% on a comparable basis in local currency revenue as recovered to 97% of 2019 pre-COVID levels, supporting a strong recovery from the pandemic lows, even with the unanticipated continued shutdown of many economies, especially in Europe, Latin America and parts of Asia during the first half of this year. Operating profit grew 51% with a margin rate increase of 160 basis points to 10.5%, which is 80 basis points above the pre-pandemic second quarter 2019 rate of 9.7%. This suggests that our focus on sustainable cost reductions is having the desired impact on increased margins even with the revenues not yet back to pre-pandemic levels. Adjusted EBITDA was up 39% with a margin rate increase of 130 basis points to 15.8% which is a 120 basis points above the pre-pandemic second quarter 2019 EBITDA rate. And earnings came in at $1.18 per share, up 62% over 2020 and up 40% over the second quarter of 2019. We achieved these results despite extended shutdowns that affected the second quarter results. Given the year-to-date impact of the pandemic and the uncertainty regarding the future impact we now expect full year 2021 percent revenue growth in the mid to high teens, and we continue to expect earnings to be around the midpoint of the range, reflecting higher margins. We expect continued gradual revenue recovery in the second half of this year to provide a strong jumping-off point for 2022 when full year revenue is expected to exceed pre-COVID levels. Our preliminary targets for 2022 continue to include strong growth in revenue, adjusted EBITDA and cash flow. In summary, we believe the continued strong and steady improvement in our results despite the extended pandemic headwinds is very encouraging as we look ahead to 2022 when we expected also layer on contributions from our digital growth strategies. We're looking forward to Investor Day in early December when we will provide detailed review of our core and digital growth strategies as well as financial projections for 2022. We're trying to finalize the appropriate format of virtual meeting, a live event in New York or hybrid of such and we'll let you know as soon as we make that decision. Turning now to slide four, which summarizes our guidance and our preliminary target for 2022. With half of 2021 behind us, we now expect full year 2021 revenue to be at the lower end of the range, but we still expect to achieve year-over-year percentage increases, as I said before, in the mid to upper teens for revenue. Our revenue expectations were adjusted for two reasons, the first is the unexpected persistence of the pandemic-related shutdowns, which again negatively impacted our first and second quarters' revenues. The second factor is related to a change in how we recognize revenue for our recent acquisition of PAI. This technical change to net revenue recognition reduced our forecast PAI revenue by $50 million or so of this year, but has no impact on profit, and in fact, actually increases our margin rate. While the ultimate duration and impact of the pandemic remains difficult to predict we do expect to return to a more normalized economic conditions as we move through the remainder of this year and more importantly as we go into 2022. Full-year 2021 operating profit is expected to be approximately at the midpoint of our guidance reflecting year-over-year margin rate increases of at least 150 basis points, as we drive adjusted EBITDA growth up 25% versus prior year to approximately $700 million and earnings per share growth of 32% to about approximately $5 per share. This slide also shows our preliminary 2022 EBITDA target of approximately $800 million reflecting growth in the mid-teens. As Ron will show you we are also targeting 2022 free cash flow growth of about 50% on or more of EBITDA. It's important to note that our outlook for both 2021 and 2022 was driven primarily by growth in our core operations and does not include any material contribution from our Strategy 2.1 digital solutions, more on our core and digital strategies as well as on our 2023 financial targets at our Investor Day event in December. slide five is a format that we include each quarter that covers four key metrics, revenue, operating profit, adjusted EBITDA and EPS. For the current quarter, the current quarter In constant currency and the reported results for the same quarter in prior years. I'll go into detail on each of these metrics in the next two slides. On slide six, please remember that we disclosed acquisitions separately for the first 12 months of ownership. After 12 months they are mostly integrated and then included inorganic results. Included in acquisitions for this quarter are PAI and most of the former G4S businesses. 2021 second quarter revenue was up 22% in constant currency, with 15% organic growth versus last year and 7% from acquisitions. While the pandemic continues to impact many countries today, the second quarter of 2020 was globally, the most impacted. North America, Latin America and Europe, all grew organically while the rest of the world was relatively flat. Positive ForEx increased revenue by $39 million or 5% as currencies in most of our markets have improved versus last year's pandemic-driven devaluation. Reported revenue was $1.49 billion, up $223 million or 27% versus the second quarter last year. In general, revenue recovery was consistent with the first quarter 2021 despite the impact of lower than expected economic activity caused by new lockdowns imposed by governments in response to COVID variance and increased cases. Second quarter reported operating profit was $111 million, up over 50% versus last year. Organic growth was 42%, acquisitions added 5% and ForEx another 4%. Our operating profit margin of 10.5% was up 160 bps versus 2020 and up 80 bps versus pre-pandemic 2019. This is evidence that our 2020 cost realignment initiatives are holding and that wider and deeper is gaining traction. Recall that in the first quarter the corporate allocation methodology was changed to more accurately reflect segment performance, but distorts the year-to-year comparisons of corporate expenses. Now to slide seven, second quarter interest expense was $28 million, up $5 million versus the same period last year, primarily due to the higher debt associated with the completed acquisitions. Tax expense in the quarter was $30 million, $12 million higher than last year, driven by higher income. Our full-year non-GAAP effective tax rate is estimated at 32% in line with last year. $111 million of second quarter 2021 operating profit plus interest expense and taxes, plus $6 million in minority interest and other generated $60 million of income from continuing operations. This is a $1.18 of earnings per share up $0.45 or 62% versus $0.73 in the second quarter last year. The gain on marketable securities positively impacted earnings per share by about $0.16 versus $0.09 last year. Second quarter 2021 Adjusted EBITDA, which excludes $11 million and gains on marketable securities, was $166 million, up $46 million or plus 39% versus prior year. Turning to free cash flow on slide eight. Our 2021 free cash flow target range is $185 million to $275 million, which reflects our adjusted EBITDA guidance range of $660 million to $750 million. We expect to use that $95 million of cash for working capital growth and restructuring. This includes around $35 million in 2020 deferred payroll and other taxes payable. Cash taxes should be approximately $95 million. Cash interest is expected to be about $105 million, an increase of $27 million due primarily to the incremental debt associated with the G4S and PAI acquisitions. Our net cash capex target is around $180 million, an increase of $67 million over last year driven by acquisitions and a return to more normalized investment. Our free cash flow target excluding the payment of 2020 deferred taxes would be $220 million to $310 million generating an EBITDA to free cash flow conversion ratio of about 33% to 41%, up from the 28% achieved on the same basis last year. Advancing to slide nine. This slide illustrates our actual net debt and financial leverage at year-end 2020 at June 30, 2021, our year-end 2021 estimate, and the 2022 year end preliminary target. The current year end estimates include the $213 million acquisition of PAI, our adjusted EBITDA range and our free cash flow target range. Net debt at the end of 2020 was $1.9 billion, that was up over $0.5 billion versus year-end 2019 due primarily to the debt incurred to complete the G4S cash acquisition. On December 31, 2020, our total leverage ratio was 3.3 times. At the end of 2021, given our free cash flow guidance and the completion of the G4S and PAI acquisitions, we're estimating a net debt range of $2.055 billion to $2.145 billion, which combined with our EBITDA guidance is expected to reduce leverage by up to half a turn to the midpoint total leverage ratio of about 3 turns. Our preliminary target for year-end 2022 would reduce the leverage ratio approximately another half turn. Moving to slide 10, look we spent the last few minutes talking about what we've done and what we're going to do. I want to wrap up my remarks with some comments about how we do it. For 162 years and today in 53 countries we have practiced continuous improvement in corporate citizenship. That work has been formalized into the Brink's Sustainability Program it's a comprehensive program under my leadership and directed by the Brink's Board and I'm very pleased with the progress we're making. We are a signatory to the United Nations Global Compact on human rights. We pledged to support CEO action for diversity and inclusion. We've hired dedicated leaders for diversity, equity and inclusion and supplier diversity. We've expanded the Brink's Women's Leadership Forum and created employee resource groups. We've significantly increased our disclosure, and recently completed a materiality assessment that will help guide additional sustainability progress for the next 18 to 24 months. We've been reducing our environmental impact by modernizing our fleet, taking thousands of diesel trucks off the road, implementing dual fuel and alternative fuel vehicles and continually optimizing routes to minimize miles driven. Our Strategy 2.0 solutions target not only increased customer service, but also a major reduction in weekly stops that could take many more trucks off the roads. We have made improvements to our already robust governance and risk management and I direct you to our website to learn more about Brink's sustainability program. But perhaps the most compelling role Brink's has is economic inclusion. Approximately 20% of the US population is unbanked or underbanked and doesn't have access to credit. The numbers globally are much higher. As the world's largest cash management company Brink's has a critical role in facilitating the global cash ecosystem to serve everyone but especially the most vulnerable. For this reason alone, I believe that BCO belongs in every portfolio that is concerned about sustainability and ESG. With that, I'll hand it back to Doug. Moving to slide 11. It summarizes our current strategic plan, SP2 which builds on the proven initiatives executed in our first strategic plan built over the three-year period through 2019 resulted in compound annual growth rate of 8% for revenue and for more than 20% for operating income. The bottom layer outlines our 1.0 initiatives supporting core organic growth and cost reductions. Our SP2 target is to achieve annual organic revenue growth of at least 5%, and we've laid out more than $70 million of cost reductions and productivity improvements by 2022. We're driving our cost reductions wider and deeper by expanding cost initiatives into more countries and implementing over 18 different proven operational initiatives including things such as fleet savings, route optimization, money processing center standardization and much more. These initiatives are supported by dedicated lean experts in every country, and by our overall continuous underlying continuous improvement culture. Sustained SG&A cost reductions and other fixed cost expenses reductions have been realized through our recent restructurings and last year's targeted cost takeouts. These cost reductions and structural changes are driving operating leverage as demonstrated this quarter by higher OP margins versus last year and versus 2019. The benefits of operating margins are expected to continue to yield higher margins as revenue recovers from the pandemic lows. The middle layer represents our 1.5 Acquisition Strategy including G4S and PAI which are the first acquisitions in SP2 we've invested approximately $2.2 billion in 15 acquisitions since 2017. Each of these acquisitions, support our overall growth strategy and we expect them to collectively represent a post synergy, post multiple of less than 6 times EBITDA. With the G4S acquisition largely integrated and run rate synergies largely recognized, we're well positioned in 2022 to drive revenue and margin rates above pre-pandemic levels in the 17 markets included in that acquisition. As demonstrated by our recent PAI acquisition, our future acquisition focus is primarily on supporting 2.0 growth initiatives pivoting away from larger core 1.0 acquisitions. However, we'll continue to consider smaller tuck-in core acquisitions that offer compelling returns. As Ron mentioned, our key focus is on increasing free cash flow and capital allocation that maximizes total shareholder return. We expect our capex spend as a percent of revenue to continue to decrease while supporting increased revenue growth in our core and 2.0 strategies at above historical levels. What's new in SP2 is a top layer of our strategy, which includes the development and introduction of digital cash management solutions through an integrated platform of services, technology and devices, leveraging our core CIT and money processing capabilities and significant assets. We call Strategy 2.0 Brink's Complete as it offers as it offers complete digitally focused solutions for a broader cash management ecosystem from one provider Brink's. We believe our 1.0 and 1.5 strategies form a very strong foundation that might themselves will drive double-digit earnings growth well into the future. This strong base of growth will be supplemented by a new strategic layer, which is designed to drive increased organic revenue growth and higher margins by offering digital cash management and payment solutions. We plan to provide much more detail about the digital solutions at our Investor Day event, including specific financial targets and an update on some initial customer wins, but today I want to simply remind investors in general terms about the potential impact this opportunity could have on our company and frankly on our industry. We believe that managing cash for retailers and other merchants is a significant growth opportunity for Brink's, especially when you consider that about 85% of retail and merchant locations in the US do not currently use any of our services or the services offered by our competitors. This means that literally millions of potential customer at payment locations are completely unvended. Why is this the case? Well, given the sheer size of the unvended market it's hard to pinpoint all the reasons. Some unvended retailers are simply too small and a cost effective and simply enough management solution for cash has not historically been available, but many larger unvended or under vended retailers that are nationally known and have thousand locations are also unvended. To be blunt, in some cases, some of them probably perceive our industries traditional solutions and services to simply be do costly or to be frankly too much of a hassle. This is potentially a transformational opportunity and our strategy is targeted directly at this opportunity. We believe that Brink's complete digital solutions operate, easy-to-use, attractively priced, subscription-based solution for cash management services offering a compelling benefit for both vended and unvended retailers. The benefits listed on this slide on the right hand side add up to what we consider a step change in value making cash management easier, much safer and far more efficient than anything else offered by our industry. Simply, our goal is to offer digital cash management solutions that are easy to use and are as cost effective as other debit and credit payment solutions. As with the development and introduction of many new products or services we've had our share of growing pains on this along the way including, frankly the global pandemic, but we are now expanding our rollout in the US and in several other global countries with a primary focus on unvended and underserved national retailers with multiple locations, and with several recent wins, we're feeling confident that the value of our solutions is beginning to be recognized by customers that historically have used limited or no cash management solution. The chart on the left side of slide 12 illustrates the total number of retail and commercial locations in the US, estimated to be in the $3 million plus range. The portion in brown shows that only about 15% of these locations are currently served by Brink's or any of our competitors, while almost all of them are vended by debit-credit payment processors. This suggests that with the right cash management solution and value proposition, the opportunity or what we call for cash whitespace shown on the chart, is tremendous. To put this opportunity in perspective, we believe that we can capture a significant portion of the potentially unvended market, the light blue, and even if we capture only a small portion of the rest of the white space unvended market the results could increase our retail sales by more than 50% plus over the next several years in the US alone. We have a way to go in reaching such a lofty milestone, but we expect to begin showing some meaningful progress as we exit 2021, and remember our 2022 financial targets, do not include a material impact of our Strategy 2.1 Brinks Complete Initiatives. Again, more to come on this Investor Day. Even with the unanticipated impact of continued shutdowns during the second quarter, we've reported revenue growth of 27% and operating profit growth of 50%. That's good leverage, and it supports and is supported by strong margin improvement. We anticipate that revenue will continue to gradually recover over the second half of this year providing a strong jumping-off point for achieving revenue in 2022 that will exceed pre-pandemic levels and will include the benefits of the two acquisitions completed since 2019, G4S and PAI. While we feel confident as we move into the second quarter of this year we believe that setting the stage for 2022 and beyond is even more important. I can assure you that we are sharply focused on achieving our 2022 targeted EBITDA of $800 million, which is supported by continued revenue growth and strong margin improvement and includes only, again a limited contribution of 2.1 initiatives. Cash usage continues to grow and cash continues to be a key method of payment in the US and globally underpinning our future growth and recovery from the pandemic,. We have a proven global management team, a strong balance sheet, ample liquidity and expanded global footprint from our acquisitions, a realigned cost structure coming out of the pandemic and a compelling strategic plan to expand our presence in the cash ecosystem with new digital solutions. We look forward to disclosing more information on these strategies and our 2023 financials when we host Investor Day in December. ","compname posts quarterly non-gaap earnings per share $1.18. qtrly gaap earnings per share $0.47; qtrly non-gaap earnings per share $1.18. " "The non-GAAP results exclude a number of items, including our Venezuela operations, the impact of Argentina's highly inflationary accounting, reorganization and restructuring costs, items related to acquisitions and dispositions, and costs related to an internal loss and certain accounting compliance matters. Also providing our results on a constant currency basis which eliminates changes in foreign currency rates in the prior year. We believe the non-GAAP results make it easier for investors to assess operating performance between periods. Accordingly, our comments today will focus primarily on non-GAAP results. Today we reported third quarter results above the guidance we provided in September with double-digit increases in revenue, profits, and earnings per share. Importantly, despite slower-than-expected revenue recovery from the pandemic lows, third quarter revenue versus pre-COVID levels did grow sequentially over the second quarter. And despite other operational issues that impacted the quarter including labor shortages and wage inflation in the US that is not yet been offset by price increases that have been enacted, operating profit margin improved by 50 basis points to 10.8%. With continued revenue and margin improvement, this position is as well for 2022 and the future. We are affirming our four-year 2021 guidance, which includes revenue in the range between $4.1 billion and $4.2 billion, with a bias to the higher end of the range due to the strong third quarter results. Operating profit of approximately $465 million, which reflects a margin increase of close to 100 basis points versus prior year. And adjusted EBITDA of approximately $660 million reflecting an EBITDA margin of approximately 16%. We're also affirming our preliminary 2022 adjusted EBIT target range between $785 and $825 million. After an expected margin improvement of approximately 100 basis points this year, we expect a similar operating profit margin increase next year with margins continuing to be driven by our Strategy 1.0 lean cost initiatives and further margin leverage driven by sustained fixed cost reductions and revenue growth. We expect continued revenue improvement in 2022, driven by continued revenue growth from the pandemic lows, organic revenue growth, partially driven by higher than normal price increases that will offset wage inflation and further revenue growth driven by initial contributions from our digital solutions that will take-- that will be stronger next year. Based on these revenue drivers and an expected higher 2021 year-end revenue run rate, we believe revenue in 2022 will exceed 100% of the adjusted pre-COVID revenue level of approximately $4.55 billion, which includes historical revenue acquired with G4S and PAI. As a reference point, at 100% of the adjusted pre-COVID revenue level, we would expect 2022 adjusted EBITDA to be about $755 million. And we'd expect continued margin and growth and margin leverage as revenue grows above this pre-COVID levels, which would support our initial 2022 targets as we've provided. We're also pleased to announce today our plan to enter into a $150 million accelerated share repurchase agreement that would represent the repurchase of approximately 5% of the company's outstanding shares at the current share price. Based on our current share price and projected earnings for 2021 '22, we believe the best investment for our shareholders is to buy Brink's shares. We expect the $150 million ASR will be-- we are announcing today will be substantially completed by early November. Our board has approved another $250 million authorization to be used from time to time over the next 2 years. And finally, we're pleased to confirm that we'll host an Investor Day on December 15. We'll hope you'll attend. Turning to the next slide. Our third quarter results came in, as I said, above September guidance with revenue, operating profit, and EBITDA, each exceeding our outlook and analyst consensus. On a reported basis, revenue was up 11% with organic growth of 6%. Well, not as strong as I said as originally expected, organic revenue grew sequentially from the second quarter and revenue as compared with the pre-COVID levels also improved. Operating profit grew 16%, reflecting a margin increase of 50 basis points to 10.8%, and is demonstrating earnings leverage with our revenue increase. Adjusted EBITDA was up 15% with a margin of 60 basis points to 15.8%, earnings per share grew 28% from $0.89 per share to $1.14. We achieved these results despite the ongoing impact of the global pandemic in several key markets and wage and labor issues in the US. As Mark will cover in a minute, we expect these conditions in the US to improve as we move into 2022. On a global basis, we see encouraging trends indicating that revenue is recovering to pre-pandemic levels and above, as evidenced by the significant revenue recovery so far this year compared to pre-pandemic levels, though the rate of recovery may continue to be choppy and uneasy from country to country and region to region. Please join me in welcoming Mark to Brink's. I'm excited to join the Brinks leadership team and look forward to getting to know all of you over the next several months. I'll start by adding some high level comments to our third quarter results at the segment level. In North America, third quarter reported revenue grew 14%, while operating profit grew 4%, which includes the impact of the PAI acquisition we did last April. These results were less than our expectations as we enter Q3, primarily driven by labor shortages across the US market. The impact of this tight labor market reduced segment revenue by about 1% and reduced segment margins by approximately 300 basis points. This came in the form of both lost revenue and higher labor costs. In August, several of our branches didn't have enough drivers, and as many of you know, CIT revenue is largely based on a revenue per stop model. When we're short on drivers, we can't service all our routes, so missing stops means missing revenue. And then on the cost side, like many in the transportation and logistics industry, we've had to aggressively increase frontline hourly wages, not only to attract new associates, but also to reduce the attrition rates of the current Brink's workforce. The good news is, we've recently seen improvements on both fronts, of both hiring and retention. The expiration of the federal unemployment benefits seems to be driving a meaningful increase in job applications. And while we're still slightly understaffed, but we are seeing sequential improvement week over week in the volume of new applications. In fact, our staffing level is currently the highest it's been in five months, and our US HR teams are working diligently to resolve the ongoing labor shortages. It's also important to note that rising fuel cost generally have not had a material impact on our profitability as most of our customer agreements have fuel surcharge clauses as a cost recovery mechanism. To offset our rising costs that we've seen here in the US, we've announced and implemented several price increases in our business in Q3 that are well above the historical annual averages. Additionally, we've announced this month that our upcoming 2022 annual general price increase will also be well above the historical average increases to account for the ongoing impact of the extraordinary 2021 wage inflation. We anticipate meaningful lift in this price increase that will take us back in balance, relative to our price versus cost inflation ratio as we start 2022 and into the first quarter. I want to make the point that we are confident in our ability to pass on inflationary cost pressures to the marketplace in the form of these type of price adjustments. Now to Latin America, where revenue continued its double-digit growth trend with reported revenue up 13% and operating profit of 26%, reflecting a margin increase of 240 basis points to 22.3%. Our lean transformation in Latin America, particularly in Mexico, continues to produce good results in both organic growth and strong earnings leverage despite the lingering impact of COVID across the region in Q3. In Europe, while below our expectations, we saw modest organic revenue growth with strong profit growth. Operating profit improved more than 300 basis points to 11.8%, a result of strong cost management and the benefits of prior-year restructuring actions coming through for the rest of the world segment, revenue grew 8% on a reported basis, accounting for the contribution of the G4S acquisition. On organic basis, revenue and profits declined, reflecting the impact of government mandated COVID restrictions across the region, and tough 2020 comps in our precious metal logistics business. Similar to Europe, we are beginning to see signs of improvement in September as economies begin to reopen. Now let's move to slide 6. Slide 6 presents the 2021 quarterly revenue by segment, showing the revenue recovery percentage versus pre-COVID levels We present comparisons, both on a US dollar and a local currency basis, both of which are important to us. The local currency recovery percentage is helpful in understanding the underlying resiliency of cash usage in each region, and the US dollar recovery percentage is factor in the impact of foreign currency translation, which of course is how we report our results. Beginning on the left side, we'll start with North America. You can see modest sequential improvement from 93% to 97% from the first to second quarter. We then saw a slight dip down to 96% in the third quarter, and we expect the 4th quarter recovery to be north of 100%. Now moving to Latin America, you can see that on a local currency basis, recovery has been significantly stronger than North America with the third quarter at 108% of adjusted 2019 levels. A large part of this recovery is attributed to the inflationary environment in Argentina. But even excluding Argentina, local currency recovery was 19% in Q3 and is expected to be over 100% in Q4. As we move to Europe, notice to the US dollar reported recovery percentages are greater than the local currency percentages. As we've noted in previous disclosures, the impact of the Delta variant has had significant impact in this region, but forex has helped offset some of this impact. We expect the fourth quarter be about 94% recovered in local currency. And for the rest of the world, we saw a similar dynamic. In local currency, we're seeing levels similar to North America in the mid 90% range. Forex translation has been helpful in the region as well and we expect our fourth quarter to come in around 96% on a US dollar basis. In total, we expect our consolidated results in the fourth quarter to be about 95% on a reported basis and around 100% on a local currency basis. This suggests our business is back to pre-COVID levels as we exit the year. This certainly supports the underlying resiliency of cash usage in the global economy and provides an ability for us to continue to grow in the future. You really hit the ground running and are a great addition to the team. On slide 7, please remember that we disclose acquisitions separately for the first 12 months of ownership. After 12 months, there are mostly integrated and then included in organic results. Included in acquisitions for this quarter are primarily PAI and about 20% of the former G4S businesses. 2021 third quarter revenue was up over 10% in constant currency, with 6% organic growth versus last year and 5% from acquisitions. Reported revenue was $1,076,000,000, up $105 million or 11% versus the third quarter last year. Third quarter reported operating profit was $116 million, up 16% versus last year. Organic growth was 2%, acquisitions added 7%, and forex another 7%. Our operating profit margin of 10.8% was up 50 bips versus 2020. This is evidence that our 2020 cost realignment initiatives are holding and that wider and deeper is gaining traction. Now to Slide 8. Third quarter interest expense was $27 million, up $1 million versus the same period last year, as higher debt associated with completed acquisitions was partly offset by lower average interest rates. Tax expense in the quarter was $31 million, $8 million higher than last year, driven by higher income. Our full-year non-GAAP effective tax rate is estimated at 33% versus 32% last year. $116 million of third quarter 2021 operating profit less interest expense, taxes, and one million dollars in minority interest in other, generated $57 million of income from continuing operations. This is a 100%, $1.14 of earnings per share up $0.25 or 28% versus $0.89 in the third quarter last year. The gain on marketable securities positively impacted earnings per share by about $0.03 this quarter versus minus $0.02 in the quarter last year. Third quarter 2021 adjusted EBITDA which excludes $2 million in gains on marketable securities was $170 million, up $22 million or plus 15% versus prior year. Turning to free cash flow on Slide 9. Our 2021 free cash flow target is $185 million, which reflects our adjusted EBITDA guidance of $660 million. We expect to use about $60 million of cash for working capital growth and restructuring, and another $35 million in 2020 deferred payroll and other taxes payable. Cash taxes should be approximately $95 million, up $18 million, versus last year, due primarily to the timing of refunds. Cash interest is expected to be about $105 million, an increase of $27 million due primarily to the incremental debt associated with the G4S and PAI acquisitions. Our net cash capex target is around $180 million, an increase of $67 million over last year driven by acquisitions and a return to more normalized investment. Our free cash flow target, excluding the payment of 2020 deferred taxes would be $220 million, generating an EBITDA to free cash flow conversion ratio of about 33%, up from the 28% achieved in the same basis last year. While not included in cash flow from operating activities, in July we opportunistically sold all of our shares and MoneyGram for $33 million. We purchased those shares in November 2019 for $9 million. Our preliminary 2022 target is to increase our free cash flow, 50 plus percent, to a range of $350 million to $400 million, which equates to $7 to $8 per share. Advancing to Slide 10. This slide illustrates our actual net debt and financial leverage at year-end 2020 at September 30, 2021, our year-end 2021 estimate, and the 2022 year-end preliminary target. The current year-end estimates include a $213 million acquisition of PAI, our adjusted EBITDA guidance, and our free cash flow target. The shaded blue box on top of the 2021 year-end bar represents the impact of the planned $150 million accelerated share repurchase announced today. Net debt at the end of 2020 was $1.9 billion. That was up over $500 million versus year-end 2019 due primarily to the debt incurred to complete the G4S cash acquisition. On December 31, 2020, our total leverage ratio was 3.3 turns At the end of 2021, given our free cash flow guidance and the completion of the G4S and PAI acquisitions, we're estimating a net debt of $2.175 billion or $2.325 billion, including the planned ASR. This is expected to generate total leverage of 3.3 turns and 3.5 turns respectively. Our 2022 EBITDA target range of $785 million to $825 million, combined with the estimated year-end 2022 net debt of $2,035,000,000 to $2,095,000,000 would reduce the total leverage ratio to approximately 2.5 to 2.7 turns. Moving to Slide 11. The last few quarters, I spoke to you about Brink's sustainability program. It's a comprehensive program under my leadership and directed by the Brinks Board. I discuss the significant progress we're making. We are a signatory to the United Nations Global Compact, we pledged to support CEO Action for Diversity and Inclusion, we've hired dedicated leaders for diversity, equity, inclusion, and supplier diversity. We've expanded the Brink's Women's Leadership Forum and created employee resource groups. We've been reducing our environmental impact by modernizing our fleet, taking thousands of diesel trucks off the road, implementing dual fuel and alternate fuel vehicles, and continually optimizing routes to minimize miles driven. Our Strategy 2.0 Solutions, which learn more about at our December 15 Investor Day, target not only increased customer service, but also a major reduction in weekly stops that could take many more trucks off the roads. And while we're very proud of our progress in these areas, what I want to focus on today is Brink's social impact. One of Brink's most compelling roles is that of facilitating economic inclusion. In United States, 28% of in-person transactions are in cash, and approximately 18% of the population is unbanked or underbanked, doesn't have access to credit, and must rely on cash. We estimate similar demographics for other developed countries, but the reliance on cash is much higher in developing markets. Mexico, Brazil, and the Philippines are just three examples, where over half of the in-person transactions are in cash. Importantly, cash use is often highest among many underrepresented groups, people of color, the elderly, immigrants, veterans, and the poor. As the world's largest cash management company, Brink's has a critical role in facilitating the global cash ecosystem to serve everyone, but especially the most vulnerable. For this reason alone, I believe that BCO belongs in every impact investing portfolio. Turning now to Page 12. As we reviewed during past earnings calls and plan to discuss in much more detail on the upcoming Investor Day, we have three layers that support our current multi-year strategy plan. The first two represent an extension of our proven first strategic plan. The bottom layer outlines our 1.0 strategic initiatives that drive core organic growth and cost reductions. Our target is to achieve annual mid single-digit organic revenue growth, and this has been proven during our first strategic plan period of time, and improve operating profit margins by approximately 200 basis points over the next two years, over the two-year period that is of 2021 and '22. We expect to drive cost reductions wider and deeper than we did over the last strategic plan, expanding into more countries, and expanding the number of lean initiatives. We also expect to leverage the significant fixed cost reductions we've made over the last year and a half into higher margins, maintaining fixed cost levels as revenue increases. The middle layer, Strategy 1.5, represents our acquisition strategy. Including G4S and PAI which are acquisitions completed early in our current strategic plan, we've invested a total of $2.2 billion in over 17 acquisitions since 2017. Since we added acquisitions as a part of our overall strategy, we have proven that we can acquire and integrate such businesses with strong returns and strategic benefits. As demonstrated by our recent PAI acquisition, future acquisitions may focus more on supporting the Strategy 2.0 and our digital initiatives. We'll also be considering smaller tuck-in core acquisitions that offer going returns. What's new in our current strategy strategic plan is the top layer of our strategy, which introduces digital cash management solutions. We've created an integral platform of services, technologies, and devices, leveraging our core CIT and money processing capabilities. These new digital cash management solutions will be as easy to use as debit and credit card payments. We believe our existing operations form a strong foundation that by themselves will drive mid-single digit revenue growth and double-digit profit growth well into the future. This strong base of growth is expected to be supplemented by additional revenue growth and margin improvement as our digital solutions gain traction beginning in 2022 and well into the future. As we said before, we'll provide more detail in Investor Day coming up. I'd like to close with a slide that summarizes our recent performance and our outlook going forward. For 2021, again, we're targeting revenue growth of 12%, operating profit growth of 22%, reflecting a margin increase of almost 100 basis points over last year. Adjusted EBITDA growth of 17%, reflecting an EBITDA margin of 16%, and EBIT-- earnings per share growth of 21%. We expect substantial improvement in 2022 and beyond as we've discussed with strong increases in revenue, operating profit margins, EBITDA, and EPS, as our existing operations continue to grow and we layer on our new strategies. The right hand side of this slide, Slide 13, provides additional perspective of our 2022 outlook. Our 2021 revenue as compared to adjusted pre-COVID levels as Mark pointed out, has improved from 89% in the first quarter of this year to 93% in the third quarter that we just reported. This trend supports our expectation of continued revenue recovery and strong year-end-- and a strong year end jumping-off point, expected to be least 95% which is a great starting point for next year. So we need just an approximately additional 5% revenue recovery from the fourth quarter run rate throughout full year '22 to reach 100% of our pre-COVID revenue levels. We expect our 2022 revenue recovery will also be supported by additional organic growth, including higher than normal price increases in the US that will offset wage inflation that we've seen this year. These higher than historical increases will also help improve our margins. And we expect further growth in 2022 will be driven by initial contributions by our digital solutions. All these indicators support our belief that 2022 revenue will exceed adjusted pre-COVID 2019 revenue at level of corresponding to our preliminary EBITDA range of $785 million to $825 million. Brink's is a stronger company today than it's ever been, and is clearly stronger as we transition to the other side of the pandemic. We have substantial growth opportunities and are well positioned to capitalize on a large under-penetrated global cash payments market. We have a proven global management team, a strong balance sheet, ample liquidity, an expanded global footprint, and a realigned cost structure, and a compelling strategic plan to expand our presence in the cash ecosystem with digital solutions. We look forward to disclosing more information on our future strategy when we host our Investor Day, hopefully for all of you, on December 15. ","qtrly non-gaap earnings per share $1.14. co intends to enter into an accelerated share repurchase (""asr"") agreement to acquire $150 million of company's common stock. company expects asr will be substantially completed by early november. full-year guidance remains unchanged. " "Although we believe estimates reflected in these statements are based on reasonable assumptions, we cannot give assurance that the anticipated results will be achieved. Well, this is no ordinary time, and first and foremost, all of us at Brandywine sincerely hope that you and yours are safe, healthy, and sheltering in places happily and as productively as possible. The pandemic has disrupted everything and presented a new landscape for everyone and every business. While the duration of the crisis remains unclear, we have assessed the crisis's impact on every element of our business, employee, tenant, vendor safety and security, a return to save building operations, construction schedule delays, forward leasing pipeline and renewal activity and of course, all the related financial implications. Additional details on these and other topics are outlined in our COVID Insert, found on Pages 1 to 13 of our supplemental package. Looking at the first quarter, we opened the year strong. Our first quarter results were among the best we've had in recent years. We had excellent leasing activity. Rental rate mark-to-market was almost 16% on a GAAP basis and 8% on a cash basis. Same-store numbers were tracking slightly ahead of our original plan. Capital costs were at the low end of our targeted range. Our retention rate was 76% and we posted FFO of $0.35, which was in line with consensus. Our leasing pipeline was building nicely, including some excellent forward leasing activity on several of our development projects. That strong start is of course in the rear view mirror and all somewhat irrelevant given the circumstances, and our entire focus is on the path forward. And as we turn our attention to the impact of the virus, it's important to reflect on where we are and how to extrapolate the current situation to the near and intermediate-term future. So several observations from our team before we outline our '20 strategy. First, we have a 25-year track record of building strong employee culture and establishing lasting relationships with our tenants, vendors and communities. Never has the time for having built those bridges been more important than today. So, we've erred on the side of over communicating with all of our stakeholders. Second, the paraphrase and number of behavioral scientists and economists, how people behave in a pandemic is not really a great guide to how they will act or live their lives in normal times. As one person put it, we're living in the middle of a grand forced experiment and we really don't know how that experiment is going to play out. So while we've stayed in close touch with our tenants, vendors, political and community leaders, the path forward and the pace we walk down that path is somewhat uncertain. Please note that in developing our 2020 COVID revised business plan, we've pragmatically assessed forward risk, and incorporated all those assumptions into our plan. Given the current circumstances, this plan is as accurate as we can make it. Third, every crisis embodies elements of both danger and opportunity. Our clear priority has been to assess every element of risk and institute plans to effectively mitigate or anticipate its effect. We're also, however, focused forward on the opportunity set to anticipate situations where we can enhance our business plan execution, whether that be through extending lease terms, improving the pricing of our current supply chains, we're working with institutional partners to seek opportunities where market position, talent base and capital can create growth opportunities. So in looking at the risk factors in our COVID-19 business plan, our first priority is the safety and security of all of our employees, tenants and buildings. We are very happy to report that no Brandywine employee has contracted the virus, and consistent with applicable state and CDC guidelines, we've maintained a doors open lights on approach to all of our building operations, and maintained close communication with our tenants, vendors, and local health and municipal officials. Secondly, we focused on the stability of our economic platform with particular attention to each of the following items. Given that these are no ordinary times and the stay at home orders in effect, we did receive requests from tenants for rent deferrals. Full details of those efforts are found on Page 9 of our SIP. Bottom line, we've about 1.6% of our rents coming from retail tenants. Normal monthly billings run about $500,000. We received $150,000 in April. 29 tenants or 45% of leases have been or in the process of documenting rent deferrals. About 2.1% of our rents come from co-working and conferencing tenants. Normal monthly billings are $675,000. During April we received $580,000. For April, we received 95% of overall rents, 96% collection rate from our office tenants, and 100% collection rate from our Top 30 tenants. The vast majority of rent relief requests are from our retail and co-working tenants. At this point, there have been no rent abatements granted. Rent deferral situations are paid back to us either in 2020 or '21 or via lease extensions. Just a point as well. Our leases were clear and that our tenants have a legal obligation to pay us rents. While we certainly recognize every company wants to preserve cash, the legal obligation to pay us rent is clear. And as we have done over our history, we'll certainly work with those companies that truly need bridge assistance. From an insurance standpoint, it's also clear that we can't rely on our standard property policy to reimburse us for rent not paid by tenants in default of their contractual obligations. We did, however, have the foresight to procure a $5 million of coverage sublimit for interruption by communicable diseases under our property policy, which we believe will be operative where we have force majeure majeure, such as in the case where you have hard head work stoppages due to government mandates. Due to the uncertainty of the recoverability of these announced, we've not included any insurance proceeds in our revised business plan. We also were impacted by some construction work stoppages. The vast majority of our construction operations remained shut down, with the exception of Austin, which was shut down for a period of time, and some of our operations in MetDC. In our 2020 plan, we're assuming that construction gets back to work in the next 30 days. In fact, in Pennsylvania, our governor last night announced plans to restart the opening of our economy on May 8, and has accelerated the restart of construction, obviously compliant with safe distancing and CDC guidelines on May 1. But the impact of this temporary work stoppage in our '20 plan is $2.3 million of GAAP NOI, 218,000 [Phonetic] square feet of lower occupancy, which reduces our year-end occupancy by 1.4%. We also spend a significant amount of time looking at our leasing pipeline, which stands right now 1.3 million square feet. Our leasing team and executive directors have been in extensive and repeated touch with every prospect and tenant rep of our 1.3 million square foot pipeline. To the best we can determine as of today, we believe that about 52% of that pipeline or 670,000 square feet are deals that are progressing, but clearly with the shutdown, the execution timing is uncertain, but we would anticipate within the next 90 to 120 days. We have about 45% of the deals in our pipeline on hold due to the virus. Of that, based upon the information we have, we think that 10% of those will likely progress to execution, about 70%, it's just simply too early to tell as a lot of our prospects are focused on their own businesses versus their office space requirements and we believe about 15% is mostly likely dead requirements because of the virus and we expect to lose the balance of about 7% to another competitor. We also spend a great deal of time looking our capital spend. And as Tom will walk through in more detail, we've done a thorough review of our expected spend for the balance of the year, and have reduced that spend by $50 million or about 20%. More detail on that can be found on Page 11 of our SIP. We did make some adjustments to spec revenue as you might expect. And primarily due to slower projected leasing and the impact of construction work stoppages, we're reducing our spec revenue target by $5 million to $26 million. Our redevelopment project at 1676 International Drive in Northern Virginia experienced both of these conditions totaling almost 60% of this slide or $2.9 million. The timing of our major tenant in that project has slid until the first part of '21, and the additional lease up that we had projected for the balance of '20, we have also shifted till next year. Overall, leasing delays totaled about $2.7 million of GAAP revenue, and the previously mentioned work stoppage of $2.3 million accounts for the balance. From a dividend coverage and liquidity standpoint, the company is in excellent shape. We're projecting to have between $400 million and $480 million available on our line of credit by the end of the year, that number depends on whether we refinance or pay off an $80 million mortgage securing one of our Philadelphia CBD properties. We only have one $10 million mortgage maturing in 2021, no unsecured bond maturities until '23. We generate $85 million of free cash flow after debt service and dividend payments, and that dividend is extremely well covered with a 54% FFO and a 70% CAD payout ratios. And looking at our guidance, we set our new range at $1.37 to $1.45 per share. To do a very quick reconciliation, our previous midpoint was a $1.46 per share. We did increase and Tom will talk about during his conversation, our project reserves, which reduced that by $0.02. We did a building sale that cost us $0.01. Our office leasing slides are close to $0.02 a share, the construction slides will cost us $0.01. We anticipate losing a $0.01 through our joint ventures and we anticipate losing another $0.01 through lost parking revenue, and the hotel component of our AKA project at the FMC tower. The share buyback, which we also announced, added $0.03 back, so our new midpoint is $1.41. So with those components addressed, we'd like to take a look at the development opportunity set quickly. First of all, on the development front, all four of our production assets, that is Garza, Four Points, 650, and 155 King of Prussia Road are all fully approved, all work is paid for. The pricing has been finalized and they're ready-to-go subject to leasing. As we have noted previously, each of these projects can be completed within four quarters to six quarters and cost between $40 million to $70 million. Pre COVID-19, we had a strong pipeline of deals that could have kicked off one or more of these projects. As we look at the crisis now, clearly starting any development is an elective decision, and will be evaluated on a case-by-case basis. And as such, you'll note in our revised business plan, where we have reduced our two projected 2020 starts down to one, which we achieved with the start of our 3000 Market Street project. In looking at our existing development projects, at 405 Colorado, as we identified in our supplemental, we did have a disappointment post quarter close. Our lead 70,000 square foot tenant terminated their lease pursuant to a one-time Right-to-Terminate, if we did not meet an interim milestone delivery date. Based on the original construction schedule, we had a significant cushion built-in to meet that milestone. The general contractor, while still being able to complete the project on time, missed that milestone date. We will naturally have a claim against that contractor, but right now our focus is on getting the project built and leased. So that project now stands at 18% leased with 160,000 square feet to lease, and what we know will be a very exciting addition to Austin skyline. We had great pipeline of deals before the crisis, and we expect that pipeline to reemerge and I've been in touch with a number of those prospects. Due to the short construction shutdown we did have in Austin, we did slide the completion date back to Q1 '21, and due to this tenant event moved the stabilization date back to Q4 '21. On the Bulletin Building, due solely to the mandated construction work stoppage, we are moving the completion date back one quarter to Q3 '20. Given that that building is fully leased, we did move the stabilization date up to the Q4 of '20, so that will be fully stabilized. This is a renovation project within Schuylkill Yards. This 64,000 square foot building is being fully converted into a life science facility. And we're very fortunate to have recently signed a lease with a life science tenant, where they will take the entire building on a 12-year lease commencing in the third quarter of '21, and deliver a development yield of 8.5%. So, we're really excited. This is truly a great exclamation point to our emerging life science push in University City. Just quick updates on Broadmoor and Schuylkill Yards. On Broadmoor, we're advancing Block A, which is a combination of 360,000 square foot office building, and 340 apartments through final design and pricing. At Schuylkill Yards, we continue design development process for a dedicated life science building, and anticipate that with the schedule we have in place, market conditions permitting that could start in the first-half of year. On our Schuylkill Yards West project, which is our office residential tower, as you know from previous calls, that's fully approved, priced and ready-to-go, subject to finalizing our debt and equity structure. Certainly, the virus had a big impact on the timing of this project start. We continue to work with our preferred QOZ equity partner, but the crisis has certainly slowed the pace of procuring financing. We do remain optimistic that we'll get that across the finish line, when the situation returns to some level of normalcy. On the investment front, we sold one property during the quarter for $18 million. We also repurchased, net after dividends savings, $55 million of our own shares. Those shares were purchased at a 10.5% cap rate and 8% dividend yield, and an imputed value of $203 per square foot. As we assessed regardless of trading price of our stock, this was a good investment, delivering both immediate and better returns on our targeted developments, and was paid for via the asset sale and the capital spending reduction of $50 million. To provide a frame of reference, the average cap rates in our markets on asset sales since the great financial crisis has been 6.4% and an average price per square foot of $350. Both of those metrics more than supporting this investment, as well as when you compare that to current replacement costs between $400 and $600, it further amplifies the validity of making that investment in our own shares. There are a tremendous number of private capital sources actively looking for high-quality investments, particularly with well-capitalized partners. We continue to have an active dialogue with several institutional investors and private equity firms. We are exploring several asset level joint ventures that would improve our return on invested capital, enhance our liquidity and provide growth capital. While these discussions are active, constructive and ongoing, there's no certainty as to their outcome, but we continue to pursue and look forward to continued improvement in the debt markets. The last opportunity I'd like to spend a moment on is the opportunity set embedded in the future of office market demand drivers post the virus. Whether you believe there'll be more or less demand, more square feet per employee, more work from home, the immutable constant will be that high quality office space will be a recipient of any demand drivers. Tenants clearly want safe, secure, healthy environments. We do believe that owners of best-of-class product like Brandywine, will be beneficiaries of these future demand drivers. And I'd ask you to note the building access, security, HVAC, elevator items that we have identified in our COVID supplemental package insert. And we're also keeping all these potential changes in consumer preferences in mind as we finalize our development planning. Tom will now provide an overview of our financial results. I wanted to start off with a review of the net income. We came in at $7.9 million or $0.04 per diluted share. FFO totaled $61.4 million or $0.35 per diluted share. Some general observations of the first quarter. Operating results were generally in line with our fourth quarter guidance. Operating expenses from lower G&A expense was a $1 million as compared to the forecast. That's due to some timing of some compensation and professional fee recognition. Interest expense lower due to the lower rates that we had forecasted and slightly higher capitalization of interest. First quarter fixed charge and interest coverage ratios were 3.7% and 4%, respectively. Both metrics improved, as compared to the first quarter of 2019. Consistent with prior years, our first quarter annualized net debt-to-EBITDA did increase as G&A increased to 6.7 times. It was primarily due to higher sequential G&A, cash used for our stock repurchase, and this is partially offset by nice proceeds from the sale of our non-core asset not included in our 2020 business plan. Looking at 2020 guidance, as Jerry outlined earlier, we're reducing the midpoint of our guidance by $0.05 per share. The combined $5 million reduction in spec revenue is $0.03 per share. In light of the increased economic concerns from our tenants, we increased our forecasted reserves by $0.02 per share. We did that on a general basis, so not included in our revised same-store for now. The non-core asset sale in the first quarter also including the JV in the fourth quarter, which we didn't adjust guidance for, is about a $0.01 a share. We anticipate similar leasing slides at MAP, our JV, where we're 50% owner, and some slides as well at 4040, which did open -- get its CO in February of this year. In addition to that, we believe our parking and FMC operations will be negatively affected in the near-term, and we're putting a tiny share for that reduction, and then the reduction to partially offset that is the buyback which is $0.03 accretive. Looking forward to the second quarter of 2020, we have the following general assumptions. Portfolio level operating expenses will total about $80 million. This will be sequentially $3.3 million below the first quarter, primarily due to the $1.8 million increase in some operating expenses, its timing of R&M, $600,000 due to the loss GAAP income for the non-core asset sale that was there in the first quarter, not there in the second quarter, and $1 million due to March move out of SHI, Barton Skyway, and the lower hotel revenue that we expect to happen in AKA. FFO contribution from unconsolidated joint ventures will total $2 million for the first [Phonetic] quarter, which is down $700,000, primarily do the MAP and bringing in 4040 online which will incur some initial start-up losses. For the full year the FFO contribution is estimated to be $9.5 million. G&A, our second quarter G&A expense will be $8.5 million, very similar to first quarter. Full year G&A expense will total about $32 million. Interest expense will be $21 million for the second quarter with 95.3% of our balance sheet debt being fixed rate. Capitalized interest will approximate $1 million and full year interest expense is approximately $82 million. Capitalized interest will continue to approximate $3.2 million for the year as we continue building 405 Colorado. We extended our mortgage at Two Logan Square for an additional maturity date from May 1 to August 1. That mortgage payoff is about $80 million at a 3.98% rate. This loan is very well covered based on the current NOI that's in place which has grown overtime, and we're considering an extension or a refinance of that loan. Termination, other income, we anticipate termination fee and other income to be $2.5 million for the second quarter and $11.5 million for the year. Net management leasing and development fees, quarterly NOI will be $2 million, that will approximately $8 million for the quarter. Land sales and tax provision will net to zero. Our buyback activity as Jerry mentioned, we executed on a stock buyback in March of 2020, at excellent economic terms and then implied 8% cash dividend yield. Since the shares were purchased late in the quarter, the weighted average share count did not have any impact on our first quarter results. In addition, the weighted average share count for the year will be reduced to about $174 million, and for the second quarter will be roughly $172 million as our weighted average share count. We have no anticipated ATM or additional share buyback activity in our plan. For investments, we have no other incremental sales activity in our plan. On the acquisition side, we do have the Radnor land purchase, which did occur this quarter. And we still have the only -- the building acquisition at 250 King of Prussia Road for roughly $20 million. And that will be bought later in the year and that will go into redevelopment, so no earnings increase or NOI in 2020. As outlined, we took a hard look at our capital spend and have reduced 2020 capital by $50 million. While we reduced our earnings, we have saved on the capital for 1676. The reduced development capital is based on only one development start and 3000 market being our only development start, and that will have just lower the amount of prospective capital we had on the other two development starts. Based on above, our CAD range will remain at 71% to 78%, as the lower capital may be offset by deferred rent that will be repaid in 2020. Uses are outlined as on Page 12. We have $91 million of development capital, that's being spent. We have common dividends of $97 million. Revenue maintain of $36 million. And then we have a $40 million of revenue create. And then $6 million of mortgage amortization. Loan pay off if we do it is $80 million and the acquisition of a King of Prussia Road. Primary sources will be cash flow after interest of $182 million. Line use of $150 million, which would bring us up to the $200 million we've projected, and cash on hand of a $33 million, and some land sales that we still expect to have happen later in the year. Based on this capital plan, we would have $200 million outstanding on our line, or a $120 million if we refinance the mortgage. We projected our net debt-to-EBITDA will range between 6.3 times and 6.5 times. So it's a little higher than where it's been, where our range had previously been, 6.1 times to 6.3 times. The main reason is the leasing slides that have been talked about, a lot of those affect EBITDA in the fourth quarter. When you annualize that EBITDA, it results in a higher net debt-to-EBITDA. The lower capital spend offsets the share buybacks, so that's not affecting it. In addition, our debt to GAV will approximately be 43%. As Jerry mentioned, we have a well-covered dividend, both from FFO and AFFO metric of 54% and 70%, respectively. In addition, we anticipate our fixed charge ratio will continue to approximate 3.7 times and our interest coverage to approximate 4.1 times. We're sorry, we ran a few minutes over our normal time in our prepared comments, but that was important to frame out the thought process and the new business plan. And as we always do, we'd ask that in the interest of time, you limit yourself to one question and a follow-up. ","sees fy 2020 ffo per share $1.37 to $1.45 . q1 ffo per share $0.35. " "Our first quarter net income totaled $6.8 million or $0.04 per diluted share and FFO totaled 60.2 million or $0.35 per diluted share and in line with consensus estimates. Some general observations for the first quarter. While the results were in line, we did have a number of moving pieces in several variances to up to our fourth quarter guidance. Portfolio operating income totaled about 68.5 million and was below our fourth quarter estimate. The main reasons for that was lower parking revenue as work guidelines restricted people coming back to work and recommended working from home. Residential was below our expectations. Our operations, primarily FMC, remains soft, primarily from the results of both UPenn and Drexel being primarily virtual. Also snow, we had some snow removal costs that were above-forecast. While we do get very good recovery, we do experience higher -- we did experience higher net operating costs. Termination and other income totaled 2.1 million or 1 million -- 1.9 million below our fourth quarter guidance. The results were never -- were negatively impacted by one transaction that we anticipated to be classified in other income was actually recorded as a reduction to G&A expense. Land gain and tax provision totaled about $2 million or $1.5 million above our fourth quarter guidance. We recorded a land gain associated with our contribution of our interest to the Schuylkill Yards West joint venture and that was not forecasted. We had a forecasted land gain of $0.5 million that didn't occur and it was delayed and will now we anticipate occurring in the second quarter. G&A expense totaled 6.6 or 1.4 million below our $8 million fourth-quarter guidance. Decrease was primarily due to the reduction in our other income guidance, which I just mentioned, and that was partially offset by higher professional fees at year-end. FFO contribution from our unconsolidated joint ventures totaled $6.3 million, slightly below our fourth quarter guidance. And our cash and GAAP same-store yields, as Jerry mentioned, came in below our targeted range, partially due to a tenant move-out in the suburbs, but also due to the reduced parking. That tenant has been backfilled and will take occupancy later this year. Our first quarter fixed charge and interest coverage ratios were 4.1 and 3.8 times respectively. Both metrics remain consistent with the fourth quarter. Our first quarter annualized net debt-EBITDA increased to 6.5 and is above our current 6.1to 6.3 range, and the increase is due to lower NOI, sequential NOI from the fourth quarter. We do expect this metric to improve with increasing NOI during the second half of the year. As far as other reporting items, Jerry did mention collections has been excellent at roughly 99%. Less than 100% of deferrals was in our results for the first quarter. Portfolio changes 2340 Dulles Corner, as previously discussed, with Northrop move out, we have placed this property into redevelopment. And we will include it on our redevelopment page in the second quarter supplement as we complete our final plans and underwriting. 905 Broadmoor, with the expiration of the IBM lease, we have taken this building out of service and it will be demolished at a future date as part of our overall Broadmoor Master Plan. As a result of that, we did have Broadmoor taken out of our same-store and leasing statistics as of 1-1 of this year. We have some general assumptions. Portfolio operating income will be about $68 million. It will be sequentially flat from the first quarter while primarily due to lower occupancy -- operating expenses including snow, which will be offset by the Broadmoor building being taken out of service. FFO contribution from our unconsolidated joint ventures will total $5.5 million for the second quarter. 1.3 sequential decrease primarily due to some leasing at Commerce Square and our MAP joint venture. Our second quarter G&A expense will total 6.0 -- will increase from $6.6 million to $8.2 million. The sequential increase is primarily due to the one-time first quarter decrease. Interest expense will approximate $16 million and capitalized interest will approximate $1.7 million. Termination fee and other income will total about $1 million for the second quarter. Net management and leasing and development fees will be about $3 million. The $7 million -- the $700,000 decrease from the first quarter is primarily due to the timing and volume of the leasing commission. Income interest and investment income will total $1.7 million consistent with the first quarter. Land sale and tax provision will be about $1.1 million generating proceeds of about $12 million. The '21 business plan also assumes no new property acquisition or sales activity, no anticipated ATM or share buyback activity and no finance or refinance activity. Our capital plan remains fairly straightforward. Our CAD remains unchanged at 75% to 81% range and we have -- we have 100 -- and then we have a common dividends of about 98 million, revenue maintain capital of 30 million, revenue create 35 million. Based on the capital plan outlined above, our line of credit balance will be approximately $132 million, leaving a 168 million of line availability. The increase in our projected line of credit is partially due to the build-out and the remaining -- from last quarter, our reduced -- our increased line of credit is primarily due to the announced incubator of Cira Center. We also project that net debt-EBITDA will remain at a range of 6.3 to 6.5, main variable between timing is the development activity. In addition, our debt to GAV will be in the 42% to 43% range and we anticipate our fixed charge ratios will remain at 3.7 and our interest coverage around 4. So the key -- the key takeaways -- our portfolio and the operational platform is really in solid shape and our team has done a really a wonderful job of getting excellent visibility into what our tenants are thinking, how they're reacting to the return to work timeline, and we're doing everything we can to aid them in that process, including, as we've mentioned on previous calls, doing a number of pro-bono space planning exercises to make sure that they have the option of kind of evaluating how they want to reconfigure their space. Our leasing pipeline does continue to increase as tenants start to reemerge from the work from home mentality. Safety and health, issued both in design and execution, are really becoming tenants top priorities. We're hearing that from more and more prospects. And we really do believe that new development in our trophy level inventory will benefit from this trend. A good -- a good data point, as the pipeline in our development projects increased by 23% during the quarter, evidencing that real focus of flight to quality. And I think strategically, we look at our, we have some very robust forth growth drivers that remain very much on target. We have two fully approved mixed use master plan sites that can double our existing inventory, diversify our revenue stream and drive significant earnings growth. Our planned 3 million square feet of life science at development can create a real catalyst to accelerate the overall pace of the development of Schuylkill Yards. We have a very -- a very attractive CAD growth over the last five years and have created a very well covered and attractive dividend that's poised to grow as we increase earnings. Private equity is abundant and the debt markets are incredibly competitive evidenced by the 65% loan to cost of Schuylkill Yards West. And strong operating platforms like Brandywine are gaining significant traction for project level investment as evidenced by the really strong activity we had in our Broadmoor marketing campaign. Our partnership with Schuylkill Yards West reinforces that more and more smart investors are beginning to focus on the emerging life science market here in Philadelphia. And again, as usual we'll end where we started, which is we hope you all are doing well and you and your families are safe. So with that, Sara, we're glad to open up the floor to questions. We do ask that in the interest of time you limit yourself to one question and a follow-up. ","compname announces q1 earnings per share $0.04. q1 earnings per share $0.04. qtrly ffo $0.35 per diluted share. " "These statements are not guarantees of future performance, and therefore, undue reliance should not be placed upon them. We refer you to B&G Foods' most recent annual report on Form 10-K and subsequent SEC filings for a more detailed discussion of the risks that could impact our company's future operating results and financial condition. Bruce, will then discuss our financial results for the second quarter as well as expectations for 2021. We are pleased with the company's performance in the second quarter and our prospects for the remainder of the year. As we expected, the second quarter was the most challenging to lap from a comparative perspective, given that Q2 2020 occurred at the height of pantry loading and stocking during the COVID-19 pandemic. However, performance remained elevated relative to 2019. As many of you know, this is my first earnings call at B&G Foods. I've now been in the role as CEO for about six weeks. So for the folks on the line that I haven't met yet, it is a pleasure to meet you today over the phone. I'm certainly looking forward to meeting many of you in person over the coming months as we get back into the cadence of in-person investor conferences, industry events and trade shows. While I am mostly in listen mode for now, I will be happy to share some of my observations so far, and then come back over the coming quarters with a more detailed discussion around strategy, the portfolio as well as our opportunities and challenges at B&G Foods. Obviously, one of the biggest drivers of industry performance over the past 1.5 years has been the COVID-19 pandemic. In many cases, this is a matter of portfolio DNA, what are the brands, what are the categories, coupled with management's effectiveness in keeping employees safe, mitigating business risk, maintaining supply and maximizing opportunity. Here at B&G Foods, we have done a pretty good job. At the height of the pandemic in Q2 last year, we generated some of the largest growth numbers in the packaged food industry. Today, COVID continues to be a concern in everyday life across the country and around the world. But with the passage of time and the increasing proportion of the population that has been vaccinated, we expect gradual, if uneven, recovery in normal economic activity. We do have opportunities coming out of the pandemic though. When I look at the consumer trends that accelerated during the pandemic, e-commerce, comfort brands, baking, cooking, enhancers, flavorings and seasonings. There are lots of opportunities for the B&G portfolios at the center of these trends. We clearly aren't going to match 2020's net sales on our base business, but we are a larger business than we were in 2019, driven by continued growth and interest in cooking, baking and eating at home. B&G's base business is up 7% on a two year stack from 2019. Within the portfolio, our spices & seasonings baking and meals brands are up 20% versus Q2 2019. And specifically on spices & seasonings which is about 20% of our total company portfolio and aggregates to be the number two spices and seasonings business in the United States, net sales are up more than 20% from Q2 2019 and remains well positioned coming out of the pandemic as more consumers continue to cook more often at home. Also, the spices and seasonings portfolio is about 15% to 20% foodservice, so we are also benefiting as restaurants and eating establishments reopen, and more Americans are dining out again. Our baking portfolio is also seeing positive trends in the post-pandemic world. Recent studies show that even in spring 2021, approximately 65% of consumers were baking at home at least once per week, lifting the prospects of our growing list of baking brands that includes B&G Foods stalwarts such as Brer Rabbit and Grandma's Molasses as well as more recent additions such as Clabber Girl and Crisco. We will spend more time talking about Crisco, but so far after eight months of ownership, we are very encouraged by the category trends and the top line performance of this business. Another significant impact coming out of the pandemic is inflation and at unprecedented levels. We are seeing inflation on key cost inputs across the portfolio, particularly in many tradable commodities, packaging material and freight. The impact on our base portfolio is approximately 3% to 4%, but much higher on the Crisco business where soybean oil costs have doubled from last year. At B&G Foods, we identified the risks of inflation early and acted to raise prices to recover higher input costs. We will see more impact from both inflationary costs and pricing moving into the P&L through Q3 and Q4, with some lag effect on the timing of pricing implementation with customers. Finally, I wanted to give you my perspective on B&G Foods overall and some thoughts on how we move forward. This company has grown net sales and adjusted EBITDA at a greater than 10% compound annual growth rate over the last 17 years since its IPO in 2004. The company was built upon a successful track record of acquisition-related growth. We have successfully acquired and integrated more than 50 brands into our company since it was established in 1996. For sure, some of the brands are a little old and stodgy, but many of these generate significant cash. Many other brands and businesses that we have acquired, including spices, baking and meals, still have incredible opportunities in front of them. Our goals are to continue to increase sales, profitability and cash flows through organic growth and disciplined acquisitions of complementary branded businesses. Going forward, what you should expect from me is stronger focus within the portfolio on where we will grow, invest, acquire and create value. Much more to come on that in future meetings and calls. As Casey mentioned, we had a strong financial performance during our second quarter despite some very challenging comparables. A year ago at this time, we were still, for the most part, sheltering at home, had little hope of an effective vaccine in the near future and saw the majority of the away-from-home eating industry shutdown, other than a budding recovery of takeout dining that began midsummer last year. April, May and June of 2020 were the peak months of COVID-19, and Americans were still eating the majority of their meals at home, creating unprecedented demand for shelf-stable and frozen packaged food products, the types of products that we sell. In fact, when we reported our second quarter results last year at this time, we were discussing net sales growth that was up nearly 40% and adjusted EBITDA growth that was up nearly 45% from the prior year. Margins were also up significantly. This year, as we lap those pandemic-enhanced results, I think it is also important to view the second quarter in the context of its comparisons to Q2 2019. While sales were lower than March, April and May months of last year, net sales finished nicely ahead of pre-pandemic levels for the quarter, and we continue to track to the mid-single-digit increases over 2019 levels that we had been talking to for some time. We are seeing many of the consumer behaviors that we witnessed last year persist, driving a sustained increase in the numbers of Americans preparing their meals at home and eating at home on a daily basis. As Casey said earlier, we are seeing consumers cooking, baking and eating at home more frequently than they had prepandemic. Another factor worth mentioning before we get deeper into our results is inflation. At the beginning of this year, when we were delivering our Q4 results and outlook for the year, we raised our concerns about inflation as the broader economy restarted, and we began to more fully adapt to the impact of COVID-19. I hate to use the word unprecedented too loosely, but we are certainly seeing inflation with little recent precedent. While our conversations about inflation may have seemed early at the time, it is now hard to read, watch or listen to the news without hearing about inflation. Inflation is here, and it appears that it will likely be here for some time. In some cases, that means costs are up marginally. And in other cases, particularly for tradable commodities, cost may be up as much as double digits from last year's pandemic-depressed levels. At B&G Foods, we acted quickly to take price across large parts of our portfolio to help offset inflation and preserve our margin structure. We have now executed list price increases in approximately 80% of the brands in our portfolio. While we were covered with many forward purchases in many cases throughout portions of the year, this mitigates the damage, but the cost increases still hurt. And while we are taking price, it largely comes with a lag effect setting up a fairly common phenomenon where the margins may be compressed a little bit more than we would like to see them in the short term, but are expected to remain fairly stable in the long term. We expect these inflationary pressures to persist and that conversations about inflation and price increases will continue well into 2022. And now for the 2021 Q2 highlights. We reported net sales of $464.4 million; adjusted EBITDA before COVID-19 expenses of $85 million; adjusted EBITDA of $83.8 million; and adjusted diluted earnings per share of $0.41. Adjusted EBITDA before COVID-19 expenses as a percentage of net sales was 18.3%. Adjusted EBITDA as a percentage of net sales was 18%. Net sales of $464.4 million were down $48.1 million or 9.4% from the peak of COVID Q2 2020, but up $93.2 million or 25.1% from pre-COVID Q2 2019. Crisco, which we acquired in December 2020, generated $58.4 million of net sales in Q2 2021. Base business net sales, which primarily exclude Crisco and approximately 1.5 months of Clabber Girl net sales, were up $26.4 million or 7.1% compared to 2019. As a reminder, we acquired Clabber Girl in May 2019. We continue to believe that we will see a material lift say, mid-single digits in net sales, over the levels that we experienced in 2019. Comparisons to 2020 are obviously driven by a decline in volumes, but we are also seeing a benefit from price, which includes list price increases, trade spend optimization and a little bit of mix. For the recent quarter, price/mix was a benefit of approximately $6.2 million, bringing us to approximately $12.8 million of benefit for the first two quarters combined. We generated adjusted EBITDA before COVID-19 expenses of $85 million in the second quarter of 2021, a decrease of $21.9 million or 20.5%. During the second quarter of 2021, we incurred approximately $1.2 million in incremental COVID-19 costs at our manufacturing facilities, which primarily included temporary enhanced compensation for our manufacturing employees, compensation we continue to pay manufacturing employees while in quarantine and expenses related to other precautionary health and safety measures. We expect to see continued reduction in these costs, which averaged about $1.5 million per month during the height of the pandemic and have averaged a little less than $0.5 million per month in the second quarter of 2021. Inclusive of these costs, we reported adjusted EBITDA of $83.8 million, which is a decrease of $18.8 million or 18.3% compared to last year's second quarter. Adjusted EBITDA as a percentage of net sales was 18% in the second quarter of 2021 compared to 20% in the second quarter of 2020. Adjusted EBITDA as a percentage of net sales was 19.1% in the second quarter of 2019. Adjusted diluted earnings per share was $0.41 compared to $0.71 in Q2 2020 and $0.38 in Q2 2019. Spices & seasonings continues to be one of the key drivers in the portfolio. Net sales of our spices & seasonings including our legacy brands such as Ac'cent and Dash, and the brands we acquired in 2016 such as Tone's and Weber were approximately $99.3 million, a little bit more than 21% of our total company net sales for the quarter. Net sales of spices & seasonings were up by approximately $0.7 million or 0.7% compared to Q2 2020. Net sales of spices & seasonings were up approximately $18.1 million or 22.2% compared to Q2 2019. Spices & seasonings sales remain elevated across all of our brands and channels, and we are seeing a real benefit as consumers repeatedly demonstrate their interest in trying new recipes while cooking and eating at home. Among our other large brands, Maple Grove Farms, which generated $20.2 million in net sales for the quarter, was up $2.2 million or 11.7% compared to Q2 2020, and up $2.4 million or 13.4% compared to Q2 2019. Maple Grove Farms benefited from both strong retail demand as well as a recovery in its food service business. Ortega generated net sales of $40.9 million and was down $5.9 million or 12.7% compared to Q2 2020, but was up $6.9 million or 20% from Q2 2019. Ortega is a callout brand that is still benefiting from COVID-like demand, but we are selling products as fast as we can make them, particularly taco shells, taco sauce and chili peppers. And unfortunately, due to internal and external supply chain constraints, we are still not able to capitalize fully on the demand opportunity. Ortega is a brand that we are very much leaning into and our operations team is working hard to expand capacity and maximize this opportunity. We have a similar story with Las Palmas. Las Palmas generated net sales of $8.8 million, was down $3.4 million or 27.7% compared to Q2 2020, but was up $1.2 million or 15.2% compared to Q2 2019. Similar to Ortega, Las Palmas was not able to fully capture the continued demand opportunity with supply constraints of chilis due to crop issues. Cream of Wheat which has been one of our largest beneficiaries of the consumer patterns emerging from the pandemic, generated $14.2 million in net sales for the quarter. And while down $3.8 million or 20.8% from Q2 2020, Cream of Wheat was up $2.5 million or 21.9% from its pre-pandemic Q2 2019 levels. Green Giant had a tough quarter that combined the most challenging COVID comparison in our portfolio with the most challenging supply chain constraints as we wait for the new vegetable pack. Green Giant generated $105.7 million in net sales, down $58.4 million or down 35.6% compared to Q2 2020, and down $7.2 million or 6.4% compared to Q2 2019. Green Giant will continue to face tough comparisons and supply chain constraints until the year will largely get through the pack season in the third quarter of this year. However, we do expect a strong fourth quarter once we are fully loaded on inventory. We generated $111.6 million in gross profit for the second quarter of 2021 or 24% of net sales. Gross profit was down when compared to Q2 2020 gross profit of $134.1 million or 26.2% of net sales. But margins were up almost 100 basis points sequentially and when compared to Q1 2021 gross profit, which was 23.3% of net sales. As we discussed earlier, we are seeing low to mid-single-digit input cost increases in our base business coupled with double-digit increases for Crisco. These increases also include low- to mid-single-digit increases in factory regions, low single-digit increases in packaging and double-digit increases in freight. These costs were largely offset in part by our pricing initiatives as well as an aggressive forward purchasing strategy by various cost savings initiatives in our manufacturing facilities. Gross margin was also negatively impacted by the inclusion of Crisco in our results. Crisco comes with a higher depreciation rate than the base business, thus margining us down nearly 100 basis points for the quarter. Although this impact is netted out for adjusted EBITDA and adjusted EBITDA margin purposes. These pressures were offset in part from a lapping of COVID-19 expenses, which were just $1.2 million for the quarter compared to $4.3 million during Q2 2020. Selling, general and administrative expenses were $47.1 million for the quarter or 10.1% of net sales. This compares to $44.3 million or 8.7% for the prior year and 10.7% in the second quarter of 2019. The dollar increase in SG&A compared to last year ago levels is almost entirely driven by a $4.6 million increase in warehousing costs, coupled with $1.9 million in incremental acquisition-related and nonrecurring expenses, which primarily relate to the acquisition and integration of the Crisco brand, as well as $0.3 million in increased advertising and marketing spend. The increase in warehousing costs was primarily driven by the Crisco acquisition and customer fines related to COVID-19 shortages and delays. These costs were partially offset by decreases in selling of $2.5 million and decreases of general and administrative expenses of $1.5 million. As I mentioned earlier, we generated $85 million in adjusted EBITDA before COVID-19 costs and $83.8 million in adjusted EBITDA in the second quarter of 2021. This compares to adjusted EBITDA of $102.6 million in Q2 2020 and $71 million in Q2 2019. Interest expense was $26.7 million compared to $24.8 million in the second quarter last year. The primary driver of the increase in interest expense was the acquisition of Crisco. As a reminder, we financed the entire $550 million acquisition price with debt, a combination of revolver draw and new term loan. The revolver currently costs us a little less than 2% in interest and the term loan a little bit less than 2.75% in interest. Depreciation and amortization are also up year-over-year, driven primarily by Crisco. Depreciation expense was $14.8 million in the second quarter of 2021 compared to $10.6 million in last year's second quarter. Amortization expense was $5.4 million in the second quarter of 2021 compared to $4.7 million in last year's second quarter. We are still expecting an effective tax rate of approximately 26% for the year, but taxes were a little higher than that in this year's second quarter due to some discrete tax events at an effective rate of 26.8% for the quarter compared to 26.2% in last year's second quarter. We generated $0.41 in adjusted diluted earnings per share in the second quarter of 2021 compared to $0.71 per share in Q2 2020 and $0.38 per share in Q1 2019. We remain encouraged by these trends. Despite the tough comparisons against 2020, and the continuing challenges of COVID, we still expect to achieve company record net sales for the year, reflecting a mid- to high single-digit increase in the base business net sales compared to 2019 and coupled with the addition of Crisco, in line with the $2.05 billion to $2.1 billion net sales guidance that we provided in March. And despite the continued inflationary pressures that we face, we are continuing to target the 18%-plus adjusted EBITDA margins that we have generated in recent years. However, because we are not fully able to estimate the impact of COVID-19 cost inflation and our cost inflation mitigation efforts will have on our results for the remainder of fiscal 2021, we are unable at this time to provide more detailed earnings guidance for the full year of fiscal 2021. A couple of quick callouts from a modeling perspective. As I mentioned earlier, interest expense, depreciation and amortization are continuing to trend higher than last year as a result of the Crisco acquisition. We expect full year interest expense of $105 million to $110 million including cash interest expense of $100 million to $105 million; depreciation expense of $60 million to $62 million; amortization expense of $21 million to $22 million; and an effective tax rate of approximately 26% for the full year. Finally, as a reminder, last year's third quarter included an extra week as a result of our 53rd week during the fiscal calendar of 2020. At the time, we estimated that the extra week was worth approximately $35 million in extra net sales. As I said at the beginning of the call, we had a fairly strong quarter despite lapping Q2 2020, which benefited from peak COVID-19 demand. The quarter played out pretty much as management expected. And the company remains on track to deliver the mid- to high single-digit growth ahead of 2019 that is set as a target for this year. I am digging in and enjoying my early days at B&G Foods, and I look forward to sharing more of my perspectives on the company's performance, strategy and portfolio in the time ahead. This concludes our remarks, and now we would like to begin the Q&A portion of our call. ","b&g foods q2 adjusted earnings per share $0.41. q2 adjusted earnings per share $0.41. q2 earnings per share $0.38. q2 sales $464.4 million versus refinitiv ibes estimate of $444.5 million. reaffirmed its net sales guidance for full year fiscal 2021. " "It would be a gross understatement to say that 2020 was a year like no other year. COVID-19 brought an incredible amount of suffering, inconvenience and unfortunately death with it. It's humbling that our company benefited from such a tragedy and at the same time it's a tribute to our employees working in the midst of the pandemic and dealing with our own issues caused by it that we were able to respond as well as we did to the increased needs of consumers as they cope with COVID and the resulting quarantine. Bruce will go through the financial details in a moment, but the headlines for the year are that net sales increased 18.5% to $1.968 billion and adjusted EBITDA increased 19.4% to $361.2 million. This remarkable increase slowed temporarily in the fourth quarter and I will discuss the factors lead me to use the word temporarily. As Dave just discussed, we generated unprecedented financial results during fiscal 2020. Delivering company record net sales, adjusted EBITDA, and adjusted diluted earnings per share for the year. We reported net sales of $1.968 billion in fiscal 2020, an increase of $307.5 million or 18.5% compared to the prior year. Fiscal 2020 net sales included approximately $27.8 million in net sales from our acquisition of Crisco. Crisco closed on December 1, 2020, providing with a full month of net sales. We generated adjusted EBITDA before COVID-19 expenses of $374.8 million in fiscal 2020, an increase of $72.3 million or 23.9%. During 2020 we incurred approximately $13.5 million in incremental COVID-19 costs at our manufacturing facilities, which primarily included temporary enhanced compensation for our manufacturing employees, compensation we continue to pay manufacturing employees while in quarantine and expenses related to other precautionary health and safety measures. Inclusive of these costs, we reported adjusted EBITDA of $361.2 million, which is an increase of $58.7 million or 19.4% compared to last year. Adjusted EBITDA before COVID-19 expenses as a percentage of net sales was 19% in fiscal 2020. Adjusted EBITDA as a percentage of net sales after including approximately $13.5 million in COVID-19 costs incurred during the year was 18.4%. Adjusted EBITDA as a percentage of net sales was 18.2% in fiscal 2019. We reported net sales of $510.2 million in the fourth quarter, an increase of $40 million or 8.5%. Fourth quarter 2020 net sales included approximately $27.8 million in net sales from our acquisition of Crisco. We generated adjusted EBITDA before COVID-19 expenses of $77.6 million in the fourth quarter, an increase of $8.1 million or 11.7%. During the fourth quarter of fiscal 2020, we incurred approximately $4.3 million in incremental COVID-19 expenses at our manufacturing facilities. As a result we reported adjusted EBITDA of $73.3 million in the fourth quarter, an increase of $3.8 million or 5.6%, from $69.5 million in the prior year period. We reported $2.26 adjusted diluted earnings per share in fiscal 2020, an increase of $0.62 per share or 37.8% compared to the prior year. We reported $0.35 in adjusted diluted earnings per share in the fourth quarter of fiscal 2020, an increase of $0.07 per share or 25% compared to the prior year. Fiscal 2020 net sales increased by $307.5 million, which included an increase in base business net sales of $244.5 million and an increase in net sales from acquisitions of $63 million. Of the $244.5 million increase in base business net sales, $209.8 million was attributable to increased base business volume. Of the $63 million of net sales from acquisitions, $33.7 million was attributable to an additional seven and one-half months of Clabber Girl net sales in fiscal 2020 and $27.8 million was attributable to one month of Crisco net sales. Fiscal 2020 base business net sales also benefited from $35.8 million in net pricing, inclusive of our spring 2019 list price increase, our 2019 trade spend optimization program as well as the impact of COVID-19, which resulted in lower than average daily trade promotions during the height of the pandemic. Keep in mind that our pricing calculation also includes an element of favorable mix as we saw less spices in the foodservice channel, which tend to be priced at a lower margin. FX was a drag on net sales of a little bit more than $1 million for the year. We estimate that the extra reporting week in fiscal 2020, which occurred in the third quarter contributed approximately $35 million to our net sales. Leading our brand performance was Green Giant, which reached approximately $639 million in net sales during fiscal 2020, marking an increase of $112.2 million or 21.3% for the year. Green Giant outperformance was largely led by shelf-stable with Green Giant Le Sueur shelf-stable net sales up by approximately $64.8 million or 39.7% for the year. Green Giant shelf-stable had COVID-19 enhanced sales that led to extraordinary performance that began in the second half of March and carried through to the end of the third quarter. As we hit the fourth quarter, we began to manage sales closely through the implementation of certain customer allocations to ensure there we had sufficient product to last us until this summer's pack season. As a result, Green Giant shelf-stable net sales were flat in the fourth quarter, despite elevated demand and double-digit consumption trends that persist today. Net sales of Green Giant frozen products were up double digits for the year, plus $47.4 million or 13.1%. Among our other larger brands, Cream of Wheat had one of the best performances in fiscal 2020, with net sales up by approximately $12.9 million or 21.6% for the year. Cream of Wheat continue to outperform in the fourth quarter with net sales up by $2.7 million or 16.1% compared to the prior year period. Clabber Girl also had very strong performance as part of what we believe will be a lasting resurgence in baking. Net sales of Clabber Girl products were up by approximately $10.2 million or 18.9% during the comparable period of time that we owned it, following the mid May 2019 acquisition. We have been very pleased with the performance of Clabber Girl business which generated approximately $97.5 million in net sales during our first full year of ownership compared to our expectations at the time of acquisition of approximately $75 million of net sales. Net sales of Clabber Girl were up by approximately $2.5 million or almost 10% in the fourth quarter compared to the year-ago period. Net sales of Ortega were also up double digits during fiscal 2020 with an increase of $17.9 million or 12.7% compared to the prior year. Supply chain constraints, driven by industry wide taco shell capacity constraints, limited the upside for the fourth quarter. And as a result while our net sales growth was impressive with a $2.5 million increase or 7.3% compared to the prior year period, we could have done much more had we add incremental product supply. Victoria was also one of the larger gainers in the portfolio, increasing net sales in fiscal 2020 by $11.3 million or 26.4% compared to the prior year. Net sales of Victoria reached nearly $55 million in 2020. While consumption remains strong throughout the year, net sales dropped approximately $0.6 million dollars or 4.7% in the fourth quarter, primarily due to the timing shift of a large promotional event with one of our key club customers that moved from fourth quarter 2019 to the third quarter 2020. Net sales of Maple Grove Farms were up by approximately $6.1 million or 8.7%, impressive performance given that a substantial portion of Maple Grove Farms business is sold through the foodservice channel, which went dark for a significant portion of the year. Fourth quarter performance showed nice improvement as well, with net sales up $2.1 million or 12.2%, driven by continued strong consumption trends and an improvement in the foodservice side of the business. Our spices & seasonings, including our legacy brands such as Ac'cent and Dash and the brands we acquired in 2016, such as Tones and Weber were up by $30.9 million or 9.2% for the year. Net sales of spices & seasonings reached $367.7 million in fiscal 2020. The retail side of this business began to show strong momentum by June as more and more Americans began to fully embrace cooking and seasoning their meals at home, a trend which continues in 2021. The foodservice side of the business continues to be down, but it's slowly improving. In the fourth quarter net sales of our spices & seasonings increased by $2.1 million or 2.4%. Despite the outsized performance for the year, our spices & seasonings could have increased even more even with a drag from foodservice had we had incremental supply. Among our other larger brands, New York Style had challenges both in foodservice and to a lesser degree in the retail deli. Net sales of New York Style were down $1.8 million, 4.5% for fiscal 2020 compared to the prior year. Gross profit was $481.7 million for fiscal 2020, or 24.5% of net sales. Excluding the negative impact of approximately $5 million of acquisition divestiture-related expenses, the amortization of acquisition-related inventory fair value step-up and non-recurring event -- expenses included in the cost of goods sold, our gross profit would have been $486.7 million, or 24.7% of net sales. Gross profit was $383.1 million for fiscal 2019 or 23.1% of net sales. Excluding the negative impact of approximately $22 million of acquisition divestiture-related expenses, amortization of acquisition-related inventory fair value step-up and non-recurring expenses included in cost of goods sold our gross profit would have been $405.1 million, for 24.4% of net sales. Outside of COVID-19 related expenses, including those described previously at our factories and those from our co-packers, inflation remained somewhat benign throughout a significant portion of 2020. However, we did begin to see inflation starting late in the third quarter and accelerated into the fourth quarter particularly for freight costs, certain agricultural products and other ingredient costs and packaging. I will discuss inflation a little bit more in our 2021 outlook, but we expect to see inflationary pressures continue in the coming months and we are working to alleviate these pressures in our 2021 budget. Selling, general and administrative expenses for the year were $186.2 million or 9.5% of net sales. This compares favorably to the prior year as a percentage of net sales, which included $160.7 million in selling, general and administrative expenses or 9.7% of fiscal 2019 net sales. The dollar increase in SG&A was composed of increases in selling expenses of $8.2 million, increases in consumer marketing investments of $7.7 million, increases of warehousing expenses of $2 million and increases in G&A of $10.7 million. Increases in SG&A including increases in selling, brokerage, and incentive compensation that are tied to increased sales and profitability. These increases were offset in part by a reduction in acquisition divestiture-related and non-recurring expenses of $3.1 million. As I mentioned earlier, we generated $374.8 million in adjusted EBITDA before COVID-19 expenses and after the inclusion of $13.5 million in COVID-19 expenses, adjusted EBITDA of $361.2 million. This compares to adjusted EBITDA of $302.5 million in 2019. We generated $2.26 in adjusted diluted earnings per share in fiscal 2020 compared to $1.64 per share in 2019. The increase was primarily driven by volumes, including COVID-19 driven demand for our products as well as the acquisitions of Clabber Girl in mid May 2019 and Crisco in December 2020. Adjusted diluted earnings per share were also positively driven by increased adjusted EBITDA margins despite the impact of COVID-19 costs due to the benefits of our increased sales as well as lower effective cost of borrowing. We had another strong year for cash, with net cash provided by operating activities of $281.5 million, which more than supported our long-standing dividend policy and helped us reduce our net debt before taking into account debt incurred to finance the Crisco acquisition and our pro forma net leverage. As a reminder, we began the year with net debt to pro forma adjusted EBITDA of approximately 6.12 times, we reached nearly 4.75 times at the end of the third quarter and finished the year with pro forma net debt to adjusted EBITDA before COVID-19 expenses of approximately 5.21 times, which is our consolidated leverage ratio as calculated for purposes of our credit agreement. Our increase in net cash provided by operating activities allowed us to reduce net debt by approximately $135 million over the course of the year, excluding our acquisition of Crisco. Our 2021 outlook includes an expectation for elevated net sales of our products in the early month, driven by consumption that has remained over 10% higher than pre-pandemic levels on a blended basis across the B&G Foods portfolio for nearly every week of the last 11 months. We don't expect to exceed our net sales for March, April or May 2020 when there is a surge in sales driven more by pantry loading than by consumption. Our current year is off to a tremendous start, as we have strong expectations for fiscal 2021, especially when compared to 2019. As a result of the challenges faced while trying to forecast COVID-19, we are not able to provide a detailed financial forecast at this time. However, what I can say is that we expect to generate company record net sales of $2.05 billion to $2.1 billion in 2021 inclusive of the full benefit of a full year of the Crisco acquisition. We do expect 2021 to bring us a different set of challenges than we faced in 2020 and these challenges will include a return of inflation across a number of key input costs, including certain agricultural products, packaging, and freight as mentioned earlier. As in prior years, our expectation is that we will manage these costs through a combination of pricing, initiatives, and cost savings activities to preserve our margin profile and our cash flows. As you can see in those numbers the great majority of our brands grew in fiscal 2020, some substantially because of the dramatic effects of COVID on consumer buying and dining patterns. E-commerce was a growing driver of those trends and we invested during the year to follow consumers as they bought more through various online means and we saw sales through those means of buying grow in return. Although there is no precise way to measure this, using IRI and other data sources, we believe that our online sales grew by roughly 150%, albeit from a relatively modest base. We expect that trend to continue in 2021 and are investing further in building out our online presence and to marketing with various retailers on their site, so that we can be at the forefront of this new way of selling. Our business also benefited from the low concentration of sales in the foodservice channel versus retail. Before COVID, roughly 13% of our net sales were to foodservice customers. In 2020 that number decreased to 9% as foodservice sales softened and retail sales grew. We are seeing modest recovery in the channel and expected to strengthen as the year progresses. But in general, declines in brands such as Regina and softness in Wright's New York Style, and Maple Grove are the result of higher proportion of their sales to foodservice. Several other trends in our business in 2020 are encouraging as we move forward into 2021. Household penetration of B&G Foods brands grew by 900 basis points and the average sale of B&G products per purchase grew by 25%. As we expand our digital capabilities, we're able to track the consumers involved in these trends and invest more specifically in reinforcing their purchases. Our consumption trends consistently showed double-digit increases that placed us at near or at the top of comparable food companies and those trends continue in 2021. We increased our marketing spending by approximately 20% for the year last year and over 50% in the fourth quarter to reinforce those gains and speak to all consumers about our brands that are driving growth. Despite all the positives, the year's performance does not reflect the full potential of changes in consumer behavior. We saw serious supply chain capacity issues in the second and third quarter and were unable to fully meet demand on brands that offered meal solutions such as Ortega and Bear Creek. Spices & seasonings sales were also affected by manufacturing capacity issues, packaging outages, and absenteeism due to COVID related quarantine. Our policy at our facilities has been to be very aggressive in terms of quarantine employees with pay who had any type of exposure. That has paid valuable dividends in terms of employee safety, but often left the facilities short-handed and increased our costs. Early on in the fourth quarter, we realized that due to crop conditions and co-packer capacity issues, the supply of Green Giant shelf-stable products would not meet the elevated demand we were seeing and place those products on allocation, resulting in relatively flat sales for the quarter. We will not see meaningful relief in this area until the summer when the new crop arrives. Since we took that action we've seen competition take similar actions, not surprising since we were all affected by a relatively poor crop last fall. Turning to a closer look at the fourth quarter, it would be easy to say that the business returned to a more normal footing with base business sales up just 2.5%. Frankly, we don't see it that way. One thing I have remarked on since returning is how closely consumption trends track the actual demand we see in the business. That's more true now than it was six years ago. As noted earlier, our consumption trends remain very strong. What we saw in the fourth quarter was a relatively soft November and December and in factory sales do we believe to retailer stocking up late in Q3 in anticipation of strong demand over the holiday season. That demand did not materialize to the extent they anticipated and inventories had to be worked off. At the back end of the quarter, there was a shift in timing of the typically soft sales week at year-end. In 2019, that week fell in our financial January while in fiscal 2020 it fell at the end of December. The effect is easy to illustrate January 2020, excuse me 2021 base business sales were up 35%. The year-over-year difference, accounting for roughly 5% of fourth quarter net sales. Adjusted EBITDA for the fourth quarter was handicapped by $4.3 million in COVID related expenses that were not compensated for by increased sales and an additional spend of $4.5 million in marketing. Given that we remain very optimistic about 2021. Our sales continue to be strong, a reflection of the consumption trends and our service levels continue to improve as we add capacity in our workforce strengthens and returns. While we are still experiencing COVID related expenses, the rate of spending is trending downward and should not be near the $13.5 million cost, we saw in the last three quarters of 2020. Our growth through innovation was handicapped in 2020 as retailers canceled resets and focused on maintaining inventory of existing products. Despite that the limited launches, we managed to do in 2020 combined with incremental sales of 2019 new products accounted for roughly 2% of our net sales, or $45 million. The successful items in that group will see further expansion of the distribution in fiscal 2021 and will be joined by new product introductions and a variety of brands with special focus on Green Giant frozen and Ortega products. 2021 will also see a full year of ownership of the iconic Crisco brand, which we acquired on December 1 and which made significant accretive contributions to our fiscal 2020 results in just one month. We are integrating the brand into our company as we speak and expect to have it fully integrated by the end of the summer. The brand brings with it strong sales, reinforced by COVID trends and very attractive margins. The acquisition profile fits our model perfectly in terms of purchase price, financing costs, tax advantages, EBITDA margin, and free cash flow from EBITDA. We believe that there are good opportunities for the brand to grow in both new distribution and new products and we will be working to execute both in 2021. As Bruce mentioned, this year is not without its challenges. We are seeing significant cost pressure on a variety of fronts, including transportation packaging and commodities. Our operations group has done a good job of protecting us where possible, but there is still exposure that we must cover. We plan to do that through a combination of pricing, rationalization of trade programs and an enhanced cost reduction program. We've already taken some of those actions. Price increases on the Underwood brand and Green Giant shelf-stable products went into effect last month, more are necessary and will follow. In my opinion cost relief on some elements of costs such as commodities is uncertain. There will be significant competition for what crops get planted this year and the outcome is in doubt until the harvest this fall. Progress in 2020 that's well worth noting includes a heightened recognition of the corporate responsibilities of B&G Foods. As we approach the threshold of $2 billion in net sales. The year saw the formation of a new Corporate Social Responsibility committee at the Board of Director level. Its mission to direct and oversee our efforts to meet our corporate social responsibilities to our employees, customers, communities and other stakeholders. During 2020, we also adopted and published on our website a new human rights policy and a new environmental health and safety policy. And most recently, we have established an employee directed diversity equity and inclusion counsel to help understand and meet the needs of our employees, while achieving appropriate workforce diversity, equity, and inclusion throughout the company. While we have already had efforts in place on these fronts, the company has more completely formalized those efforts and is committed to increasing all of our efforts and investments. When we look at fiscal 2021 and try to estimate how we will perform. I have to admit that it's a major challenge. The year has started off with very good momentum, but we will soon reach the sales weeks when consumers were loading their pantries in 2020 with everything and anything and we cannot expect to match those weeks. But as 2020 stabilized in the third quarter and fourth quarter we saw more of the ""new normal"" trends that we think will continue and could support increased sales versus fiscal 2019. There is no doubt that many people will continue to work from home for at least part of their work week. We like to believe that consumers have discovered or rediscovered the satisfaction of cooking and baking at home. And the savings that they can reap from doing so. We are investing to foster more baking at home, in particular, very appropriate since approximately 19% of our sales are in brands that are involved in baking. And we believe that we can retain many of the new customers who discovered our brands and will market in a traditional way and online to do so. All of that leads us to estimate that we will have base business net sales that will exceed 2019 net sales by approximately 10%, with 11 months of Crisco net sales incremental to that. I wish I could call out fiscal 2021 with more precision in that, but we obviously are in very unchartered waters in many ways. We continue to believe that our shareholders are best served by the operating model that we have had in place since we went public in 2004. Strived for modest organic growth in our base business of well-established brands, they are on a larger growth component via accretive acquisitions and return a meaningful proportion of free cash flow to shareholders through dividends. This strategy has resulted in a net sales compound annual growth rate of 11% since our IPO in 2004 and an adjusted EBITDA CAGR of 11.9%. Since our IPO, B&G Foods has paid out $1.73 billion in dividends. We believe that we have served our shareholders well by making those payments. On average over the years, dividends have represented approximately 60% of free cash flow. In 2020, that payout ratio was about 54%, lower than normal due to the remarkable surge in operating results. I'd like to conclude with the final shout out to our employees, all of whom have made this company successful in an extremely challenging year and in particular to the workers, who have been on the front line in our manufacturing facilities, distribution centers, and offices. On a daily basis making sure we can supply the foods that consumers need. Other workers have made important contributions as well even while working from home, a less than ideal scenario in many cases. Without all of their dedicated efforts, we could not have achieved the records that were set in fiscal 2020 or have begun 2021 with the prospect of another successful year. This concludes our remarks. And now we would like to begin the Q&A portion of our call, operator? ","sees fy 2021 sales $2.05 billion to $2.1 billion. q4 sales $510.2 million versus refinitiv ibes estimate of $531.1 million. q4 adjusted earnings per share $0.35. unable at this time to provide more detailed guidance for fiscal 2021. " "For today's call, Jeff will begin by covering a summary of our third quarter. Roop will then discuss our detailed third quarter results, including a cash and balance sheet summary and fourth quarter guidance. Jeff will wrap up with an outlook by market sector, an update on our strategic initiatives and a discussion on our midterm financial model before we conclude the call with Q&A. We hope you are all staying safe and healthy during these unprecedented times. In Q3, we delivered revenue of $526 million, which was up 7% sequentially from Q2, supported by strong demand in our defense, semi-cap and telco sectors and improved manufacturing productivity. With improving operational efficiency, non-GAAP gross margins rebounded 170 basis points to 8.7% for the quarter. Improved profits and focused expense management resulted in non-GAAP earnings of $0.32 per share, which includes $1.3 million or $0.04 per share of COVID-related costs. We believe COVID costs are a part of the new operating normal. And while we believe they will decline to some degree from current levels, they will likely not completely go away. After a challenging couple of quarters, I'm pleased to report that our manufacturing and engineering services operations have essentially returned to pre-COVID productivity levels, which has supported our improved results for Q3. This has not been without an incredible amount of work from our COVID task force and our entire employee population to maintain stringent protocols to ensure we keep our workplace safe and healthy, which remains a top priority. Our cash conversion cycle for the quarter improved to 81 days from 84 days in Q2. As I've mentioned previously, our go-to-market team continues to deliver exciting opportunities aligned to our complex and focused services and solutions that utilize the full breadth of the One Benchmark capabilities. And we had another strong quarter of bookings in Q3, where we awarded business that should represent over $200 million of future engineering and manufacturing revenue. In the medical sector, we were awarded a new program for a lab-free rapid COVID-19 testing device from DnaNudge that has begun production in our Netherlands facility. We are excited to partner with DnaNudge to provide DFX support and high reliability manufacturing for what has turned out to be a very swift product ramp. We also had design and manufacturing process wins with two other companies for a pulmonary treatment device and an optical diagnostic product for renal applications. In the defense vertical, we were awarded new programs for secure communication radio modules that incorporate our design solutions and manufacturing services for electronics that will be deployed in military aircraft. In industrials, we were awarded the full system box build for a LiDAR application, and we were awarded manufacturing for a new generation of oscilloscopes. In computing, we were awarded a new prototype for a hyperscale computing customer and a new outsourcing award from an existing customer supporting network control and monitoring electronics. Our new business pipeline continues to be strong across our targeted sectors and subsectors, and we remain very encouraged about the prospect for continued wins, where the outsourcing environment for both engineering and manufacturing projects remains favorable. I hope everyone and their families continue to stay safe and healthy. Total Benchmark revenue was $526 million in Q3, a 7% increase on a sequential basis. Medical revenues for the third quarter were flat sequentially as expected from moderating demand for products involved in COVID-19 therapies, such as ventilators, x-rays and ultrasound devices. New product demand is shifting more toward diagnostic devices, such as DnaNudge's diagnostic box, which we were awarded in Q3. Semi-cap revenues were up 14% in the third quarter and up 45% year-over-year from continued strong demand across our semi-cap customers. A&D revenues for the third quarter increased 18% sequentially due to strong defense demand in surveillance, connectivity, encryption and digital subsystems and from new program wins. Conversely, commercial aerospace demand, which was 30% of 2019 revenues, remain muted and declined on certain platforms during the quarter. Industrial revenues for the third quarter were flat sequentially from continued softness for products in the oil and gas industry, which was approximately 20% of our 2019 revenue. In addition, demand remains muted for customers that support commercial building infrastructure and transportation markets. Overall, the higher value markets represented 81% of our third quarter revenue. In the traditional markets, computing revenues were flat sequentially from stable demand in high-performance computing and data center storage products. Telco was up 16% from Q2 with improved demand in commercial satellite and network infrastructure products. Our traditional markets represented 19% of third quarter revenues. Our top 10 customers represented 42% of sales in the third quarter. Our GAAP earnings per share for the quarter was $0.16. Our GAAP results included restructuring and other onetime costs totaling $7.2 million. $6.3 million of these costs are related to the impairment of assets and severance and other items related to the decision to exit a certain line of business in our A&D sector related to turbine machining. The remaining $900,000 of restructuring and other onetime costs are due to various restructuring activities around our sites. $1.6 million insurance recovery related to our Q4 2019 ransomware event. To date, we have recovered $6.6 million. Turning to slide eight. For Q3, our non-GAAP gross margin was 8.7%, a 170 basis point sequential increase. During the quarter, gross margin was positively impacted by higher revenues, which enabled improved leverage across our cost structure, increased productivity across our sites and lower sequential COVID-19-related costs. We estimate that we incurred approximately $1.3 million or approximately $0.04 per share of COVID costs in the quarter versus $3.4 million in Q2. Our SG&A was $29.7 million, an increase of $1.2 million sequentially and a decrease of $1.2 million year-over-year. We expect that our SG&A costs will be relatively flat sequentially between Q3 and Q4. Operating margin was 3%, an increase from 1.2% in Q2 due to the higher revenue and increased gross margin. In Q3, our non-GAAP effective tax rate was 18.6%, which was lower than expected as a result of the insurance recovery reported in Q3 and the distribution of profits around the globe. Non-GAAP earnings per share was $0.32 for the quarter. Non-GAAP ROIC was 5.8%. Our non-GAAP earnings per share improved sequentially based on our improved operational performance, lower net interest expense and lower tax rate. Our cash balance was $335 million at September 30, with $161 million available in the U.S. We continue to have a strong capital structure, and our liquidity position provides flexibility to manage our business to support our future strategy. We generated $6 million in cash flow from operations and used $6 million for capital expenditures. Our accounts receivable balance was $306 million, an increase of $4 million from the prior quarter. Contract assets were $161 million at September 30 and $154 million at June 30. Payables were down $22 million quarter-over-quarter. Inventory at September 30 was $353 million, down $11 million sequentially. Turning to slide 10 to review our cash conversion cycle. Our cash conversion cycle days were 81. Accounts receivable days improved three days. Inventory days improved six days, and customer deposits improved by one day to help support an overall sequential improvement of three days. Turning to slide 11 for our capital allocation update. In Q3, we continue to pay a quarterly cash dividend of approximately $5.8 million. We expect to continue the recurring quarterly cash dividend. There were no share repurchases in Q3. We will consider restarting share repurchases opportunistically in Q4. Turning to slide 12 for a review of our fourth quarter 2020 guidance. We expect revenue to range from $500 million to $540 million. We expect that our gross margins will be 9% to 9.1% for Q4, and SG&A will range between $29 million to $30 million. This range contemplates the SG&A cost reductions that Jeff will review further in his following comments, the continued reduced travel offset by the reestablishment of certain employee salaries that have been temporarily reduced. Implied in our guidance is a 3.3% to 3.5% operating margin range for modeling purposes. The guidance provided does exclude the impact of amortization of intangible assets and estimated restructuring and other costs. We expect to incur restructuring and other nonrecurring costs in Q4 of approximately $2.8 to $3.2 million. Our non-GAAP diluted earnings per share is expected to be in the range of $0.32 to $0.36 or a midpoint of $0.34. We estimate that we will generate approximately $45 million to $50 million cash flow from operations for fiscal year 2020. capex for the year will be approximately $32 million to $38 million as we prioritize investments to support our new customers and expand our production capacity for future growth. Other expenses net is expected to be $2.7 million, which is primarily interest expense related to our outstanding debt. We expect that for Q4, our non-GAAP effective tax rate will be between 18% to 20% because of the distribution of income around our global network. The expected weighted average shares for Q4 are 36.5 million. This guidance takes into consideration all known constraints for the quarter and assumes no further significant interruptions to our supply base, operations or customers. Guidance also assumes no material changes to end market conditions due to COVID-19. Following Roop's comments on our guidance for the fourth quarter, I wanted to provide additional color on our view of demand by sector, shown on slide 14. Overall, for the fourth quarter, we expect increased revenues from stronger demand and new programs in defense, industrials and telco to offset anticipated declines in medical as we pivot manufacturing from COVID-19-related therapeutic equipment to diagnostic, trauma and elective surgical devices. The resulting Q4 revenue should be in line with Q3 levels. We do not expect a seasonal uptrend in Q4 this year as customers are more cautious on increasing their demand signals given the economic and geopolitical environment. Now turning to the medical sector. During the first half of this year, we saw demand reductions in our core medical products in the cardiac, renal and orthopedic markets associated with trauma and elective surgeries as many of our existing customers and new customers reallocated their manufacturing and sales capacity in the fight against COVID. As reported, one of the existing key cardiac customers, ZOLL Medical, enlisted Benchmark to support a rapid ramp of manufacturing capability to support ventilator production. In the fourth quarter, we see declining demand for COVID-19 therapy devices, but the corresponding demand recovery for our non-COVID products isn't expected to start until first half of next year. This anticipated recovery, along with new medical programs, gives us confidence that next year will be another growth year for the medical sector. In semi-cap, after a stronger-than-expected increase in Q3, demand remained stable for semiconductor capital equipment in Q4. We remain well positioned in this sector with our advanced precision machining and electronics manufacturing and further demand outlook. This sector is expected to remain strong as the semiconductor capital equipment index is predicting another growth year in 2021. Moving to the A&D sector outlook. Our aerospace and defense sector is comprised of approximately 70% defense-related products and 30% commercial aerospace offerings based on 2019 revenue levels. Defense demand across the portfolio remained strong in Q4 as we support many funded programs across the United States Armed Forces. We are anticipating that our commercial aircraft programs, which have declined significantly in first half '20, have a limited demand recovery in Q4 and in fiscal year 2021. As Roop mentioned earlier, we have not seen an uptick in orders in industrials for oil and gas and the building and transportation infrastructure markets, where many large projects continue to be delayed. Despite soft demand, we do expect an overall increase in industrials in Q4 for new programs and an increased number of global engineering services projects. Overall, we see stable demand across our computing and telco customer base. High-performance computing projects are in flight as expected in the second half but are being offset to some degree with the persistent weakness in higher-value enterprise applications as the remote work trend continues. In telco, network infrastructure product demand across a number of our customers remain strong from the continued need for greater bandwidth for data services. After a nice rebound in Q3, demand from our commercial satellite customers remained stable in Q4. As Roop shared in our guidance, with this revenue and sector mix forecast, we remain on track to achieve at least 9% gross margins in Q4. We continue to make steady progress on our key strategic initiatives that we laid out for 2020. My staff and I review progress regularly, and we share updates with our extended teams to ensure all of Benchmark is focused on a common set of goals. First, customer focus is a top priority at Benchmark. We are working as an organization using customer feedback to find ways to optimize our engagement model and make it easier to do business with our organization. This attention, coupled with operational performance, are the cornerstones for customer satisfaction, which I'm happy to report remains at a high level. With many of our growth and strategic accounts, we are building deliberate long-term technology road maps and business relationships to help inform how we can invest in and be more valuable to our customers in the future. This customer-centric approach is an important foundation in growing our business. In our sector strategies, we have a keen focus on selecting the vertical submarkets most aligned to our value proposition. Our objective within these markets is to expand and scale with strategic customers by selecting the full breadth of services and capabilities. This includes focused investment in technology innovations that differentiate Benchmark against other competitors and even against prospective customers' internal manufacturing to increase our win rates. This thesis is playing out well across each of our higher-value sectors. In fact, over the last year, we have seen improvements in engineering services tied to EMS deals and vice versa. Next, we continue to drive enterprise efficiencies. We are continuing work on our global footprint optimization, where we are winding down manufacturing in some locations and ramping up new production in other locations. The goal is to gain efficiencies with fewer rooftops by selecting locations with operational synergies and align with customer preference. To this end, in the third quarter, we made the decision to exit a line of business in our A&D sector related to turbine machining. This is the right decision when we look at strategic alignment of the impacted facility and the prolonged downturn in commercial aerospace demand driven by the pandemic. These decisions are never easy, but we're focused on our long-term strategy. In addition, we have a rigorous focus on controlling our costs and expense management through improved processes, G&A centralization activities and intense focus on project and investment prioritization. We are reshaping our SG&A landscape. For next year, we are targeting SG&A at or below $130 million even with the end to temporary salary cuts and corporate furloughs, higher travel expenses and higher variable compensation. The hard work we have invested in our HR, IT, finance and other shared services to enable centralization are yielding lower costs next year. Unfortunately, this does require restructuring activities, which, as Roop has mentioned, will occur this quarter. Finally, I want to close with our initiative on engaging talent and shifting our culture. As I've said, Benchmark has a great cultural foundation that starts with a committed workforce who wants to deliver for our customers. Our investments in this initiative will include focus on better self-service tools, increased empowerment and critical skills development to ensure the talent the organization needs in future leaders can be found within our own diverse team. This includes the ongoing commitment to advancing diversity and inclusion efforts at all levels in the company, which we are enhancing as part of our ongoing ESG focus. For technology companies like Benchmark, competitiveness requires innovation, fresh ideas and creative thinking, all areas fueled by diversity. The attentive work on these strategic priorities formed the foundation for setting our midterm target model through the year 2022. The company had a great start at pivoting the higher-value markets before my arrival, and we are now at our target mix between traditional and higher-value splits. The right markets and customer selection remains key to our strategy. Setting COVID and the resulting macroeconomic uncertainty aside, we believe that we can grow revenue at a 5% compound annual growth rate over the next two years by growing our current accounts and ramping new programs with our targeted new customers. While we're overcoming some pretty significant revenue decline headwinds in our aerospace and oil and gas markets and other demand softness in our installed base due to the pandemic recession, our growth expectations speak to the strength in our recent bookings and outsourcing wins. As the economy picks up later in 2021 and through 2022, we expect our growth can accelerate further with this new win momentum and recovery in our customer installed base. With our current mix of business, the success of ongoing operational excellence initiatives and our current global footprint, we are targeting gross margins in the range of 9.3% to 9.7%. On the SG&A expense line, I'm committed to effective overhead management and have taken the necessary actions to drive an efficient organization that is rightsized to support our customers and employees effectively. As the company expands and needs greater investments and capabilities, we will keep expenses aligned to our future revenue growth. The resulting non-GAAP operating margin target range will be between 3.4% to 3.8%. With this model, we feel comfortable that we can grow earnings faster than revenue. As operating margins improve, we see resulting improvement in ROIC. I am confident and remain excited about our team's ability to capitalize on the growth opportunities in our diverse end markets, where our deal pipeline in win rate is increasing, and we remain focused on executing our ongoing initiatives to increase incremental value for our customers, employees and shareholders. ","q3 non-gaap earnings per share $0.32. q3 gaap earnings per share $0.16. q3 revenue $526 million versus refinitiv ibes estimate of $511.3 million. sees q4 2020 non-gaap earnings per share $0.32 to $0.36 excluding items. sees q4 2020 revenue $500 million to $540 million. benchmark electronics - continue to make progress on improving gross margins as co expect to achieve our 9% target in q4. restructuring charges are expected to range between $2.8 million to $3.2 million in q4. " "Today, we will review the second quarter 2021 financial results and provide an update on key business trends for Bio-Rad. With me on the phone today are Norman Schwartz, our Chief Executive Officer; Ilan Daskal, Executive Vice President and Chief Financial Officer; Andy Last, Executive Vice President and Chief Operating Officer; Annette Tumolo, President of the Life Science Group; and Dara Wright, President of the Clinical Diagnostics Group. Our actual results may differ materially from these plans and expectations, and the impact and duration of the COVID-19 pandemic is unknown. Finally, our remarks today will include references to non-GAAP net income and diluted earnings per share, which are financial measures that are not defined under Generally Accepted Accounting Principles. So I'd like to take a few minutes to review our current state of operations around the world. Overall, Bio-Rad has adapted well to the working constraints that COVID has imposed upon us, and we find ourselves able to respond and react well to everyday operational changes and demands. We continue to make solid progress on our core strategies, support of our customers and the safety of our employees. With improvement in our end markets after the significant downturn a year ago, we're responding well to increased demand. But as with other manufacturers in life sciences, we are having to work hard to procure raw materials in some challenged areas, such as plastics and electronic components, as well as dealing with increased pressure on raw material costs. We also continue to experience higher than typical logistics costs as indicated in our Q1 call. With the emergence of the COVID-19 delta variant, we are maintaining our work from home policies for the near term as we work on return to the workplace plans targeted for later this quarter, and we continue to monitor the global pandemic situation carefully given the fluidity the delta variance has created. Employee safety remains a principal focus, and we are pleased with our safety record and the growing vaccination status of our organization. As we enter Q3, we expect the emergence of the delta variant will continue to create some challenges, and we are maintaining vigilance and flexibility as a result. Overall, we expect to see continued improvement in our end markets through the second half of the year as our customers continue to adapt. However, the new delta variant clearly introduces an element of uncertainty as we move forward. Now I would like to review the results of the second quarter. Net sales for the second quarter of 2021 were $715.9 million, which is a 33.4% increase on a reported basis versus $536.9 million in Q2 of 2020. On a currency-neutral basis, sales increased 27.5%. On a geographic basis, we experienced currency-neutral growth across all three regions. Sales of our core products in the second quarter of last year were negatively impacted by the pandemic. And generally, we are seeing a continued gradual capacity improvement at both academic and diagnostic labs, which we estimate between 90% and 95% of pre-COVID levels. We estimate that the COVID-19-related sales were about $68 million in the quarter. Sales of the Life Science group in the second quarter of 2021 were $334.2 million compared to $252.1 million in Q2 of 2020, which is a 32.6% increase on a reported basis and a 27.1% increase on a currency-neutral basis. The year-over-year sales growth in the second quarter was driven mainly by increases in western blotting, Droplet Digital PCR and qPCR products. We have seen strong growth in the biopharma market for our Droplet Digital PCR platform. We are also seeing a healthy uptake for ddPCR in wastewater solutions. Government funding toward public health labs is driving increased demand for our ddPCR products that offer automated solutions with high accuracy and sensitivity. Process Media, which can fluctuate on a quarterly basis, saw a year-over-year double-digit growth versus the same quarter last year. Excluding Process Media sales, the underlying Life Science business grew 29.1% on a currency-neutral basis versus Q2 of 2020. On a geographic basis, Life Science currency-neutral year-over-year sales grew across all regions. Before moving on, I would like to highlight the broad legal settlement with 10 times Genomics announced earlier this week. This settlement resolves the multiyear global litigation with 10 times over outstanding issues in the field of single cell and includes a global cross-license agreement. In addition to past and future royalties, Bio-Rad received broad freedom to operate in the single-cell market and maintained exclusivity to our microwell single-cell IP. We estimate that the future royalty payments from this legal settlement could total $110 million to $140 million over the life of the agreement, which runs through the year 2030. This includes payments of $32 million in the third quarter for back royalties owed to Bio-Rad for the period from November 2018 through December 2020 as well as for settlement fees and interests. Sales of the Clinical Diagnostics group in the second quarter were $380.2 million compared to $283.2 million in Q2 of 2020, which is a 34.3% increase on a reported basis and a 28% increase on a currency-neutral basis. During the second quarter, the diagnostics group posted double-digit growth across all of its product lines. The year-over-year growth was driven by a recovery of routine testing. Elective surgery recovery is still progressing although at a slower pace. On a geographic basis, the diagnostics group currency-neutral year-over-year sales grew across all regions. Our diagnostics group announced last month a partnership with Seegene, which is a global leader in multiplex molecular diagnostics. Bio-Rad will exclusively market the Seegene tests in the U.S., pending regulatory approvals. Seegene's diagnostic products have high sensitivity and specificity and are optimized to work with Bio-Rad's CFX Real-Time PCR Systems. The reported gross margin for the second quarter of 2021 was 56.1% on a GAAP basis and compares to 54.6% in Q2 of 2020. Recall that the gross margin in Q2 of 2020 included an $8 million customs duty charge. And excluding that charge, the Q2 gross margin further improved this quarter as a result of our productivity and efficiency initiatives. However, as mentioned, we currently see increased pressure on raw material costs and higher logistics costs. Amortization related to prior acquisitions recorded in cost of goods sold was $4.6 million and compares to $5 million in Q2 of 2020. SG and A expenses for Q2 of 2021 were $213.4 million or 29.8% of sales compared to $189.3 million or 35.3% in Q2 of 2020. Increases in SG-and-A expenses was mainly the result of employee-related performance compensation expense. Total amortization expense related to acquisitions recorded in SG and A for the quarter was $2.4 million versus $2.3 million in Q2 of 2020. Research and development expense in Q2 was $63.4 million or 8.9% of sales compared to $52 million or 9.7% of sales in Q2 of 2020. Q2 operating income was $124.8 million or 17.4% of sales compared to $51.7 million or 9.6% of sales in Q2 of 2020. Looking below the operating line, the change in fair market value of equity securities holdings added $1.031 billion of income to the reported results and is substantially related to the holdings of the shares of Sartorius AG. Also during the quarter, interest and other income resulted in net other income of $1.3 million primarily due to foreign exchange and compared to $10.7 million of income last year. Q2 of 2020 includes an $8.9 million dividend from Sartorius, which was declared in June and was paid in July. In 2021, the Sartorius dividend was declared in the first quarter. The effective tax rate for the second quarter of 2021 was 21% compared to 22.4% for the same period in 2020. The tax rate for both periods were driven by the large unrealized gain in equity securities. In addition, the second quarter of 2021 effective tax rate was lower also due to a lapse of statute of limitations of certain tax reserves. Reported net income for the second quarter was $914.1 million, and diluted earnings per share were $30.32. This is a decrease from last year and is related to changes in valuation of the Sartorius holdings. Moving on to the non-GAAP results. Looking at the results on a non-GAAP basis, we have excluded certain atypical and unique items that impacted both the gross and operating margins as well as other income. Looking at the non-GAAP results for the second quarter. In cost of goods sold, we have excluded $4.6 million of amortization of purchased intangibles and $1.2 million of restructuring-related expenses. These exclusions moved the gross margin for the second quarter of 2021 to a non-GAAP gross margin of 56.9% versus 55.5% in Q2 of 2020. Non-GAAP SG-and-A in the second quarter of 2021 was 29.2% versus 33.9% in Q2 of 2020. In SG-and-A, on a non-GAAP basis, we have excluded amortization of purchased intangibles of $2.4 million, legal-related expenses of $8.8 million and restructuring and acquisition-related benefits of $7 million. Non-GAAP R-and-D expense in the second quarter of 2021 was 9.1% versus 9.8% in Q2 of 2020. In R-and-D, on a non-GAAP basis, we have excluded $2.1 million of restructuring benefits. The cumulative sum of these non-GAAP adjustments result in moving the quarterly operating margin from 17.4% on a GAAP basis to 18.5% on a non-GAAP basis. This non-GAAP operating margin compares to a non-GAAP operating margin in Q2 of 2020 of 11.8%. We have also excluded certain items below the operating line, which are the increase in value of the Sartorius equity holdings of $1.031 billion and the $1.8 million loss associated with venture investments. The non-GAAP effective tax rate for the second quarter of 2021 was 21.5% compared to 23.8% for the same period in 2020. The lower rate in 2021 was driven by the geographic mix of earnings. And finally, non-GAAP net income for the second quarter of 2021 was $106.6 million or $3.54 diluted earnings per share compared to $48.3 million or $1.61 per share in Q2 of 2020. Moving on to the balance sheet. Total cash and short-term investments at the end of Q2 were $1.167 billion compared to $1.025 billion at the end of Q1 of 2021. During the second quarter, we did not purchase any shares of our stock. For the second quarter of 2021, net cash generated from operating activities was $154.6 million, which compares to $92.1 million in Q2 of 2020. This increase mainly reflects higher operating profits. The adjusted EBITDA for the second quarter of 2021 was 22.3% of sales. The adjusted EBITDA in Q2 of 2020 was 18.6% and excluding the Sartorius dividend was 16.9%. Net capital expenditures for the second quarter of 2021 were $23.4 million, and depreciation and amortization for the second quarter was $33.7 million. Moving on to the guidance. Andy previously alluded to continued uncertainties surrounding the pandemic, which could create some challenges and we look -- sorry, as we look to the better half of this year. That being said, with customers continuing to adapt in this environment, we assume a gradual return to pre-pandemic activity and the more normalized business mix during the second half of 2021. We are now guiding non-GAAP currency-neutral revenue growth to be between 10% and 10.5% for 2021 versus our prior guidance of 5.5% to 6%. This updated outlook assumes the full year COVID-related sales to be between $200 million and $210 million, of which approximately $40 million to $50 million are projected for the second half of 2021. Excluding COVID-related sales, the non-GAAP year-over-year currency-neutral sales growth in the second half is expected to be between 13% and 14%. This represents between 4.5% and 5.5% growth in the second half of 2021 over the first half of 2021. Full year non-GAAP gross margin is now projected to be between 57% and 57.5%. Full year non-GAAP operating margin is forecasted to be about 19%, which assumes higher operating expenses in the second half of 2021 versus the first half as we are anticipating continued gradual return to more normal activity levels. This guidance excludes any benefit related to the settlement with 10 times Genomics. Our updated annual non-GAAP effective tax rate for 2021 is projected to be between 23% and 24%. Full year adjusted EBITDA margin is forecasted to be between 23% and 23.5%. ","q2 non-gaap earnings per share $3.54. q2 earnings per share $30.32. q2 sales rose 33.4 percent to $715.9 million. sees 2021 non-gaap currency-neutral revenue growth between 10.0 to 10.5 percent. " "We will review the third quarter 2021 financial results and provide an update on key business trends for Bio-Rad. With me on the phone today are Norman Schwartz, our Chief Executive Officer; Ilan Daskal, Executive Vice President and Chief Financial Officer; Andy Last, Executive Vice President and Chief Operating Officer; Annette Tumolo, President of the Life Science Group; and Dara Wright, President of the Clinical Diagnostics Group. Our actual results may differ materially from these plans and expectations, and the impact and duration of the COVID-19 pandemic is unknown. Finally, our remarks today will include references to non-GAAP net income and diluted earnings per share, which are our financial measures that are not defined under generally accepted accounting principles. With that, I now turn over the call to Ilan Daskal, our Executive Vice President and Chief Financial Officer. Before I begin the detailed third quarter discussion, I would like to ask Andy Last, our Chief Operating Officer, to provide an update on Bio-Rad's operations in light of the current pandemic-related environment that we are experiencing globally. Annette's efforts and leadership have contributed to significant growth for the Life Science Group and Bio-Rad, and the company has started a search for a successor, and we will provide an update in the coming months. Now I'd like to take a few minutes to review our current state of operations around the world. We're now entering the seventh consecutive quarter of operating within the COVID pandemic, and so I shall make my comments brief as we have now established an operating cadence with embedded employee safety practices. Our end markets continued to show improvement during Q3, with demand pickup in both life science and diagnostic markets in all regions. The supply chain constraints highlighted in our Q2 call, however, have persisted in particular, for supply and cost of plastic raw materials, electronic components and higher logistics costs. To date, we have been able to balance supply and demand through careful management. However, we see this supply constraint trends continuing through year-end and into 2022, and thus increasing the challenge of adequately meeting customer demand. As a result of the COVID-19 Delta variant, we recently pushed out our return to the workplace date for the U.S. into early November. During Q3, we introduced a mandatory vaccination requirement for all employees in the U.S. and are extremely pleased with the results of this decision. We are believing -- we believe we are maintaining our commitment to a safe workplace for all our employees. As we enter Q4, we expect COVID-related demand for our products to be sequentially lower. And overall, we believe the majority of our end markets are approaching close to normal operations, although we recognize that COVID will continue to create dynamic market challenges. Now I would like to review the results of the third quarter. Net sales for the third quarter of 2021 were $747 million, which is a 15.4% increase on a reported basis versus the $647.3 million in Q3 of 2020. On a currency-neutral basis, sales increased 13.8%. The third quarter sales include a $32 million settlement for back royalties from 10 times. Excluding the back royalties, the Q3 year-over-year currency-neutral revenue growth was 9%. On a geographic basis, we experienced strong currency-neutral growth in the Americas and in Asia, while growth in Europe declined slightly due to a tough year-over-year compare of COVID-related sales. We estimate that COVID-19-related sales were about $57 million in the quarter as we continue to benefit from spikes in demand in geographies where new outbreaks have occurred. Sales of the Life Science Group in the third quarter of 2021 were $373.5 million compared to $324 million in Q3 of 2020, which is a 15.3% increase on a reported basis and a 13.9% increase on a currency-neutral basis. Excluding the $32 million settlement for back royalties, the underlying Life Science business grew 4.1% on a currency-neutral basis versus Q3 of 2020. The year-over-year sales growth in the third quarter was driven mainly by increases in Droplet Digital PCR products and excluding COVID-related sales, our core qPCR business also experienced nice growth driven by strong uptake of our newer generation CFX Opus platform. Process Media, which can fluctuate on a quarterly basis, saw strong year-over-year double-digit growth versus the same quarter last year. Excluding Process Media sales and the $32 million settlement for back royalties, the underlying Life Science business declined 2% on a currency-neutral basis versus Q3 of 2020 due to lower COVID-related sales. When also excluding COVID-related sales, Life Science year-over-year currency-neutral revenue growth was 21.8%. Overall, we have seen strong growth in the biopharma market for our Droplet Digital PCR platform. We also continue to see steady adoption of ddPCR in wastewater solutions, supported by government funding toward public health labs. On a geographic basis, Life Science currency-neutral year-over-year sales grew across the Americas and Asia but declined in Europe. When excluding COVID-related sales, European region revenue posted a double-digit increase from the year-ago period. Sales of the Clinical Diagnostics Group in the third quarter were $372.2 million compared to $322.2 million in Q3 of 2020, which is a 15.5% increase on a reported basis and a 13.7% increase on a currency-neutral basis. During the third quarter, the Diagnostics Group posted growth across all of its product lines. The year-over-year growth was driven by a recovery of routine testing, which appears to be approaching normal levels, with the exception of blood typing, which is progressing at a slower pace. On a geographic basis, the Diagnostics Group currency-neutral year-over-year sales grew double digits across all regions. The reported gross margin for the third quarter of 2021 was 58.6% on a GAAP basis and compares to 56.7% in Q3 of 2020. The Q3 2021 gross margin improvement was mainly driven by the settlement payments as well as our productivity and efficiency initiatives. Amortization related to prior acquisitions recorded in cost of goods sold was $4.7 million as compared to $4.8 million in Q3 of 2020. SG&A expenses for Q3 of 2021 were $216.2 million or 28.9% of sales compared to $198.2 million or 30.6% in Q3 of 2020. Increases in SG&A spend was mainly the result of employee-related expense. Total amortization expense related to acquisitions recorded in SG&A for the quarter was $2.4 million versus $2.3 million in Q3 of 2020. Research and development expense in Q3 was $64.5 million or 8.6% of sales compared to $59.5 million or 9.2% of sales in Q3 of 2020. Q3 operating income was $156.8 million or 21% of sales compared to $109.6 million or 16.9% of sales in Q3 of 2020. Looking below the operating line, the change in fair market value of equity securities holdings added $4.869 billion of income to the reported results and is substantially related to holdings of the shares of Sartorius AG. Also during the quarter, interest and other income resulted in a net expense of $3.2 million, primarily due to foreign exchange losses and compared to $5.5 million of expense last year. The effective tax rate for the third quarter of 2021 was 21.8% compared to 21.9% for the same period in 2020. The tax rate for both periods were driven by the large unrealized gain in equity securities. Reported net income for the third quarter was $3.928 billion, and diluted earnings per share were $129.96. This is an increase from last year and is largely related to changes in valuation of the Sartorius holdings. Moving on to the non-GAAP results. Looking at the results on a non-GAAP basis, we have excluded certain atypical and unique items that impacted both the gross and operating margin as well as other income. Looking at the non-GAAP results for the third quarter, in sales, we have excluded $32 million related to 10 times legal settlement. In cost of goods sold, we have excluded $4.7 million of amortization of purchased intangibles, $4.1 million in IP license costs associated with the debt royalty payment and a small restructuring cost. These exclusions moved the gross margin for the third quarter of 2021 to a non-GAAP gross margin of 57.9% versus 57.5% in Q3 of 2020. Non-GAAP SG&A in the third quarter of 2021 was 29.6% versus 29.4% in Q3 of 2020. In SG&A, on a non-GAAP basis, we have excluded amortization of purchased intangibles of $2.4 million, legal-related expenses of $2.3 million and a small restructuring and acquisition-related benefit. Non-GAAP R&D expense in the third quarter of 2021 was 9% versus 9.2% in Q3 of 2020. In R&D, on a non-GAAP basis, we have excluded a small restructuring cost. The cumulative sum of these non-GAAP adjustments result in moving the quarterly operating margin from 21% on a GAAP basis to 19.4% on a non-GAAP basis. This non-GAAP operating margin compares to a non-GAAP operating margin of 18.8% in Q3 of 2020. We have also excluded certain items below the operating line, which are the increase in value of the Sartorius equity holdings of $4.869 billion and about a $2 million loss associated with venture investments. The non-GAAP effective tax rate for the third quarter of 2021 was 18% compared to 22.5% for the same period in 2020. The low rate in 2021 was driven by the geographic mix of earnings. In addition, the effective tax rate was lower as a result of an increase in compensation-related tax deductions. And finally, non-GAAP net income for the third quarter of 2021 was $112.2 million or $3.71 diluted earnings per share, and that compares to $90.3 million and $3 per share in Q3 of 2020. Moving on to the balance sheet. Total cash and short-term investments at the end of Q3 were $1.343 billion compared to $1.167 billion at the end of Q2 of 2021. During the third quarter, we did not purchase any shares of our stock. For the third quarter of 2021, net cash generated from operating activities was $230.4 million, which compares to $135.7 million in Q3 of 2020. This increase mainly reflects higher operating profits. Following the end of the quarter, we completed the acquisition of Dropworks for approximately $125 million in cash. Dropworks is developing a droplet-based digital PCR system that could provide a more cost-effective solution to streamline the digital PCR workflow for life science research and diagnostic applications. We see Dropworks as accelerating Bio-Rad's entry into the lower-end segment of the digital PCR business and allow for expansion in the $2.5 billion to $3 billion qPCR segment, thereby significantly increasing the opportunity for our ddPCR platforms. The adjusted EBITDA for the third quarter of 2021 was 23.1% of sales. The adjusted EBITDA in Q3 of 2020 was 22.9%. Net capital expenditures for the third quarter of 2021 were $34.6 million, and depreciation and amortization for the third quarter was $33.7 million. Moving on to the guidance. Overall, we expect a continued trend to a more normalized growth rate. However, we are seeing increased supply chain constraints that creates an elevated level of uncertainty around timing of customer deliveries. We are now guiding full year 2021 non-GAAP currency-neutral revenue growth to be between 12% and 13% versus our prior guidance of 10% to 10.5%. This updated outlook reflects a wider revenue range due to the supply challenges, which we are experiencing. Full year COVID-related sales are now expected in the range of $240 million and $245 million versus our prior guidance of $200 million to $210 million. Full year non-GAAP gross margin is now projected to be between 57.5% and 57.8% versus prior guidance of 57% and 57.5%. Full year non-GAAP operating margin is forecasted to be about 19.5% versus prior guidance of 19%. Our updated guidance assumes higher operating expenses in Q4 as we continue to anticipate a gradual return to more normal activity levels. Our updated annual non-GAAP effective tax rate is projected to be between 21% and 22%. The lower rate versus our prior guidance is mainly due to an increase in compensation-related tax deductions. Full year adjusted EBITDA margin is now forecasted to be between 23.5% and 24% versus prior guidance of 23% and 23.5%. Lastly, with the uncertainties surrounding COVID, we are now planning to hold our Investor Day in February due to our preference to host an in-person event. ","q3 non-gaap earnings per share $3.71. q3 sales rose 15.4 percent to $747 million. bio rad laboratories - now anticipates 2021 non-gaap currency-neutral revenue growth between 12 to 13 percent. sees 2021 estimated non-gaap operating margin of about 19.5 percent. qtrly gaap income per share $129.96. " "Joining us today are Cindy Baier, our President and Chief Executive Officer; and Steve Swain, our Executive Vice President and Chief Financial Officer. These statements are made as of today's date and we expressly disclaim any obligation to update these statements in the future. I direct you to the release for the full safe harbor statement. For reconciliations of each non-GAAP measure from the most comparable GAAP measure, I direct you to the release and supplemental information which may be found at Brookdale.com/investor, and was furnished on an 8-K yesterday. I am pleased that occupancy began to grow by the end of the first quarter and continued in April. For the last year, we have been in the toughest battle in the company's history. We have been fighting for the health and well-being of our residents, patients and associates. While the battle is not over, we have created and implemented highly effective tools to help us reduce COVID-19 cases, including hosting thousands of vaccination clinics in our communities. So our residents, patients and associates could receive the lifesaving COVID-19 vaccines. Together our frontline, regional and corporate associates stepped up and rapidly executed a series of carefully considered actions to do everything we could to support those who live in, or served by and work within our communities and agencies. I'm especially grateful to our associates who recently led through the historic ice storms in Texas. I'm so proud of everything you have accomplished. The genuine affection for our associates and the gratitude that you expressed means a great deal to us. We are also beyond grateful for the scientists who created the vaccines, the people that produce them, the government agencies who prioritize shot for our community, residents and associates, as well as CVS Health, Public Health Departments and other pharmacy partners who helped administer these life saving vaccines. With more Americans vaccinated every day, we're hopeful the end of the pandemic is within sight. And I am proud of Brookdale's unique and vital role during this crisis. Let's review our journey. Just over a year ago we closed all of our communities to non-essential guests to help protect against the novel coronavirus that was ravaging the country and the world. Today, I'm thrilled that all of our communities have reopened to loved ones. We have resumed many of our resident's favorite group activities and social events. You can feel a renewed sense of hope and vitality in our communities. We believe that the COVID-19 vaccines are critically important in changing our business trends. Early on we realized the importance of vaccines and we took a leadership role in successfully advocating for priority vaccine access for assisted living residents and associates and worked closely with public and private officials to improve the vaccine rollout. I am incredibly proud of Brookdale's herculean effort to schedule the clinics and educate individuals within our communities at lightening fast speeds. Through unwavering perseverance in less than four months, we hosted at least three clinics in every one of our communities and over 125,000 COVID-19 vaccine doses were administered to our residents and associates. With 93% of our residents benefiting from the protection of these life saving vaccine, we have made a significant positive impact in helping our nation's seniors reduce their chances of contracting COVID-19. I believe our relentless focus on making vaccines available as quickly as possible saved many lives. The benefit of the vaccine clinics is already reflected in the 97% decline of resident COVID-19 cases in our communities since the peak in mid-December. With the high vaccination rate. we believe that we have broken the link with COVID-19 case trends in the metropolitan areas surrounding our communities. Our 695 communities across the country, combined have an incredibly small number of current cases. We are pleased with these results, yet we remain diligent with our science-based approach to help protect our communities through PPE use, cleaning protocols and other best practices. As always, the health and well-being of our residents and associates is our top priority. Let me turn to our financial highlights for the first quarter. We continued to deliver sequential move-in improvement every month since November. Move-ins increased 29% from the fourth quarter to the first quarter. This is significant progress, particularly in light of the fact that the first quarter started with the pandemic's third wave ravaging the nation. Our sales force transformation is delivering results. The team is driving positive momentum with leads and visits increasing sequentially. I'm proud our sales associates are attracting many seniors to Brookdale, so that we can help more people navigate the challenges of aging. In March, net move-ins and move-outs, also known as MIMO turned positive. What is especially exciting about March is that the net MIMO was positive in each of our three senior living segments. This is the first positive net MIMO since before the pandemic began. I am delighted that we concluded March with sequential occupancy growth and we accomplished this while maintaining rate discipline. We continue to focus on driving occupancy improvement and our profitable growth strategy. Now turning to an update on government grants. To date, providers have been able to request funding for COVID-19 expenses and lost revenue for the first and second quarters of 2020. The Provider Relief Fund portal has not yet opened to submit third and fourth quarter 2020 requests. When the portal opens, we are prepared to file our request as soon as possible. We are grateful that the bipartisan Senate letter to HHS signed by a full quarter of the Senate requested a portion of the remaining Provider Relief Fund to be dedicated to senior living. In addition, 59 representatives signed the Companion House letter. As the largest senior living operator, we will continue to be an advocate for the senior living industry, reinforcing the vital role our industry plays in the healthcare continuum and it's critical role to help protect a vulnerable population. Starting with our Health Care Services. The transaction to sell a majority stake of Brookdale Health Care Services to HCA Healthcare continues to be on track for a mid-year closing. Our teams are working well together on the transition plan and we remain excited about the benefits of this transaction for our residents and patients. When the transaction closes, we expect to receive approximately $300 million in net cash proceeds which will strengthen Brookdale's liquidity position. For our senior living business, we are seeing the first green shoots of growth. Demand for our communities is returning and gaining momentum. Independent market research showed unaided awareness for Brookdale is 2.5 times higher than that of the a next identified competitor. Our sales force transformation is taking hold, as seen in our sequential move-in growth every month since November. With our recent occupancy growth and net MIMO results, we believe that we are at a positive inflection point. On a sequential basis, we expect growth in the second quarter and stronger growth in the third quarter. While we can't tell you the exact timing of the recovery based on our recent experience and with a dramatically lower construction starts and the accelerating demographic tailwind, I am confident that demand will continue to improve. I am very optimistic about our future. Our business at its core is providing high quality needs based services for a rapidly growing senior population. We enable seniors to spend more time doing the things that give their life meaning and provide joy by helping them manage the challenges of aging. We will continue to make the best of our leadership position, especially with our clinical and operational expertise. There are three takeaways related to first quarter results. Occupancy inflected positive in March and the positive growth continued in April. We maintained rate discipline with our pricing strategy and we continue to face a challenging labor environment. However, as occupancy grows, margins will improve based on operating leverage. Let me provide context for the three highlights, starting with occupancy. Looking back to January of this year, the country including our industry felt the pressure of the third wave resurgence. Even so, we are pleased with the strengthening move-ins during the first quarter and into April. With the benefit of our communities completing 100% of first vaccine clinics in February, our occupancy decline rapidly moderated. In March, net move-ins and move-outs or net MIMO turn positive for the first time since the beginning of the pandemic and by March month end, occupancy had turn positive on a sequential basis. While COVID-19-related occupancy losses that occurred over the past year will have a negative impact on year-over-year comparisons, the positive net MIMO in March was an important milestone. Turning to rate or RevPOR, the first quarter was 2.9% higher year-over-year and 3.3% higher on a sequential same-community basis. For most of our communities, our annual price increase took effect at the beginning of the year. The rate increases will help mitigate higher labor costs and lower occupancy. While market conditions remain dynamic, we have balanced rate discipline with targeted discounting to respond to the competitive environment in specific markets. The third key highlight is opex. On a same community basis, the first quarter senior housing operating expense improved 1% year-over-year. The primary driver of the favorability was from variable costs, such as supplies and food, and it was a linked to lower occupancy levels that occurred as we progressed through 2020. The variable cost favorability more than offset higher wage rates resulting from the difficult labor environment and incremental work and staffing related to the pandemic. Let me briefly discuss our Health Care Services segment results. The revenue decrease was mainly impacted by the pandemic with fewer services within our communities due to lower occupancy along with the impact of the severe winter storm in Texas. To mitigate a significant portion of the revenue loss, the team continued their strong cost controls, matching their operating expenses to the current business and payment model. For senior housing and Health Care Services combined in the first quarter of this year, we recognized $11 million of CARES Act related income. $9 million was for the employee retention credit associated with wages paid through the end of September 2020 along with approximately $2 million related to government grants. As Cindy mentioned, we look for HHS to provide an updates on the use of the remaining Provider Relief Fund and the opportunity to submit request to mitigate second half 2020 COVID-related expenses and lost revenue. Turning to G&A, over the past few years, we took actions to reduce our G&A costs to match our smaller community footprint. The last significant transaction was related to the Healthpeak unconsolidated CCRC venture completed in the first quarter 2020. This transaction delivered that the majority of our year-over-year G&A reduction as well as tighter controls on G&A costs. Adjusted EBITDA for the first quarter 2021 was $35 million compared to $185 million for the prior year quarter, of which $100 million was from the one-time management termination fee related to the Healthpeak transaction, I just mentioned. The other major driver of lower adjusted EBITDA is lower revenue due to the pandemic. Adjusted free cash flow was $56 million lower in the first quarter compared to the prior year period. Two items helped to mitigate the impact of lower EBITDA. The working capital change was a benefit of $49 million. This favorability was mainly due to lower accounts payable payments and timing of payroll. Non-development capex was $33 million lower than the prior year due to timing of elective projects. Turning to liquidity, as of March 31st, total liquidity was $439 million compared to $575 million at year-end. The $137 million change was primarily from $67 million of infrequent items, including pay down of debt and letters of credit and our annual insurance funding, $51 million of negative adjusted free cash flow and $19 million of ongoing debt principal payments. As I described last quarter, the expected sale of our Health Care Services segment will provide approximately $300 million of liquidity and will be reported as net cash provided by investing activities. To wrap-up, let me share high level comments about the second quarter 2021. With our recent occupancy growth, we believe we are at a positive inflection point. On a sequential basis, we expect growth in the second quarter and stronger growth in the third quarter. In the second quarter, we expect a sizable step down in COVID-related expenses due to the low number of active cases in our communities. We anticipate capex projects will accelerate in the second quarter now that our communities are open and we expect to see continued move-in growth. Annual non-development capex investment remains at approximately $140 million for 2021. For working capital in 2020, we benefited from two CARES Act programs that require repayment. We received accelerated Medicare payments and we elected to defer payment of the employer portion of the social security payroll tax. The program balances related to the Health Care Services segment will be deducted from the sale proceeds. As of quarter end, these amounts were $84 million. The remaining senior housing program balances of $76 million will be paid half in 2021 and half in 2022. For Health Care Services, we will continue reporting the results as a segment until the transaction closes, which we expect to occur mid-year, subject to final regulatory approvals. Upon the closing of the transaction, the net proceeds of approximately $300 million will strengthen our liquidity position. We are encouraged by several leading business indicators. Occupancy has inflected to positive growth. We maintained rate discipline through the toughest part of the pandemic and expect our pricing strategy will continue to provide benefits in the future. Construction has decidedly slowed. For instance, according to NIC assisted living units under construction is at a six-year low. When looking within 20 minutes of Brookdale's owned and leased portfolio, construction starts have dropped 80% from the peak. The current low construction starts will provide a tailwind for several years. The upcoming baby boomer opportunity is strong with nearly 1 million potential new residents starting within a year. And we are seeing increasing needs based demand from higher acuity care where 75% of residents are diagnosed with at least two chronic diseases. I'm incredibly proud of our associates and cannot express the depth of my admiration for their tremendous dedication. They have focused on what matters most, enriching the lives of those we serve, our residents, patients and their families. We are coming through the pandemic with grit and determination and it puts a smile on all of our faces to have begun a new year that promises a return to enrichment and growth in our communities. ","brookdale senior living - net move-ins and move-outs turned positive in march for first time since covid-19 pandemic began, remained positive in april. brookdale senior living - q1 revenue per occupied unit (revpor) increased by 2.9% year-over-year on a same community basis. brookdale senior living inc - qtrly total revenue and other operating income $749.4 million versus $1,014.1 million. " "blackhillscorp.com under the Investor Relations heading. Leading our quarterly earnings discussion today are Lin Evans, President and Chief Executive Officer; and Rich Kinzley, Senior Vice President and Chief Financial Officer. Although we believe that our expectations and beliefs are based on reasonable assumptions, actual results may differ materially. Ill begin on slide four, which lists our key achievements during the second quarter. Our team delivered strong financial results, with earnings up 21% compared to last year. We also delivered solid operational performance with strong execution of our capital plan, and we made excellent progress on our regulatory initiatives, including Storm Uri expense recovery actions. After safety, one of our key operational priorities is providing reliable and resilient service to our customers. During the record-breaking heat in June across the Western United States, the Black Hills team and our electric systems and generating fleet performed exceptionally well. This was our second consecutive quarter that included extreme weather events, and our energy delivery systems performed as designed. During both quarters, our diverse mix of power generation resources and our reliable and dispatchable generation capacity allowed us to serve customers and avoid rolling blackouts and other emergency actions that were required in other parts of the country. The Black Hills team continued to execute our capital investment plan to maintain our enviable reliability and system resiliency and to serve our growing communities. Were on track to deploy up to $647 million of capital for the year, and we continue to evaluate and develop new opportunities beyond 2021. On the regulatory front, we had a very productive quarter. As we said we would do, we filed rate reviews in Colorado, Iowa and Kansas. In Colorado, we recently received approval for a new safety-focused investment rider for our gas utility. And on June 30, we submitted our electric integrated resource plan for our South Dakota and Wyoming utilities in a moment, and then Rich will cover regulatory activity in more detail in his update. Slide five lays out our financial outlook. We affirmed our 2021 earnings guidance based on strong second quarter financial performance. We also maintain our 2022 earnings guidance range. We are targeting 5% to 7% earnings growth for 2023 through 2025 and at least 5% annual dividend growth. Our growth plan is shown on slide six. We continue to plan for capital investments of more than $3 billion through 2025. We expect earnings growth to be driven by our robust capital plan to serve customers, incremental project opportunities and other earnings drivers that add margin with little or no capital investment. In our electric utilities business, we are evaluating our transmission needs to develop expanded access to power markets and to cost-effectively serve loads across our electric utilities. We also see opportunity to serve growing load in our prime data center market in Cheyenne, Wyoming. We look forward to engaging our regulators regarding these potential transmission opportunities. Our initial modeling leads us to believe interconnecting our three electric systems and expanding power market access would benefit our customers and shareholders while also supporting our long-term emissions reduction goals. In addition, were exploring the potential for responsibly adding more renewable generation and pursuing additional renewable natural gas projects across our agriculture-heavy service territories. We currently have a long list of potential renewable natural gas interconnect projects, and while our existing RNG business is relatively modest, RNG represents an interesting sustainability and perhaps longer-term financial opportunity. Were very optimistic about population migration into our service territories. Both our electric and gas utility service territories are seeing accelerating customer growth, and we continue to see evidence of firming customer growth trends. Finally, were advancing our culture to be better every day through cultivating innovative solutions and leveraging technologies and data analytics as we encourage our team to find ways to serve our customers with more efficient and effective processes. Moving to slide seven. As I said earlier, on June 30, we submitted our integrated resource plan for our electric systems in South Dakota and Wyoming. The resource plan modeled a variety of scenarios with the objective of accomplishing four goals: first, serve our growing customer demand for electricity; second, utilize resources that are cost-effective; third, maintain strong reliability; and finally, achieve our environmental goals as set forth in our ESG initiatives. Our preferred plan proposes to add 100 megawatts of new renewable generation, evaluate the addition of up to 20 megawatts of battery storage to help maintain reliability, and evaluate and develop new transmission opportunities. In addition, the plan proposes to convert our 90-megawatt Neil Simpson II coal-fired power plant to natural gas in 2025, the end of its engineered life. This option helps provide system resiliency, demonstrates our continued support of a locally based energy economy and supports our emission reduction goals. In addition to our resource plan, were supporting research to advance emissions-reducing technologies. The funding for a feasibility study for a hydrogen pilot project we proposed was recently approved by the Wyoming Energy Authority and the University of Wyoming Energy Research Council. The feasibility study will examine the viability of using hydrogen and natural gas generation. Were also supporting the University of Wyomings research program for turbine firing technologies that would further reduce emissions. As these technologies advance, future options for our generation resources will only continue to expand and, in turn, allow us to continue to cost-effectively and responsibly reduce our emissions. Specifics about the pilot project and the associated capital necessary to execute our recently submitted resource plan are still in the early stages of evaluation. As we work with regulators through the review of the resource plan and gain greater clarity on project specifics, we will provide estimates on potential incremental additions to our capital plan. Any new generation investment would be incremental to our current capital plan. We have included some transmission investment in our existing capital forecast, but there may be incremental opportunities. Moving to slide eight. We continue to make progress from an Environmental, Social and Governance, or ESG perspective. Were taking a responsible approach to reducing our emissions, with goals to reduce emissions intensity for our electric operations of 40% by 2030 and 70% by 2040 off a 2005 baseline. For our gas utilities, were targeting a 50% reduction by 2035 and have voluntarily committed to reducing methane emissions with our participation in the EPA Methane Challenge and the One Future Coalition. We have a legacy of prioritizing ESG issues, and were working to holistically communicate that story as we continually enhance our disclosures. During August, we will publish new disclosures for the Sustainability Accounting Standards Board and the Natural Gas Sustainability Initiative. We will also soon publish our 2020 Corporate Sustainability Report and updated AGA and EEI quantitative reports. I encourage you to visit our Investor website and review these materials once they are published. And finally, on slide nine, were well-positioned as an integrated utility with a strong long-term growth outlook. Were executing our customer-focused strategy and are confident in our future. slide 11 summarizes earnings per share for the second quarter. We delivered earnings per share as adjusted of $0.40 compared to $0.33 in Q2 2020, a 21% increase. Overall, strong financial results were driven by new rates and rider revenues and recovery of wholesale power margins at our utilities. Higher gross margins were partially offset by increases in O&M, DD&A and interest expense. Weather was not a major driver of earnings during the non-peak second quarter for both our electric and gas utilities. The net benefit to earnings from weather was $0.01 per share compared to normal and $0.01 below the second quarter last year. Slide 12 illustrates the detailed drivers of change in net income quarter-over-quarter. All amounts listed on this slide are after tax. As I noted on the previous slide, the main drivers compared to last year were $9.2 million of gross margin improvement from new rates and riders and recovery of wholesale power margins at our utilities. O&M increased due to higher employee costs and outside services, planned power plant maintenance-related expenses and operating expenses for new wind generation. The improvement in other income expense over the prior year was driven by lower retirement benefit service costs and market impacts on nonqualified deferred compensation expense. The additional quarter-over-quarter tax benefits of $4.3 million on the far right of the slide were primarily from two items: first, Nebraska Tax Cuts and Jobs Act customer bill credits, which reduced gross margins collected from customers and reduced income tax expense by the same amount; and second, increased flow-through tax benefits related to repairs and certain indirect costs. As we promised last quarter, we made progress on mitigating Winter Storm Uris impact on earnings. The first quarter net impact from Storm Uri was $12.5 million, or $0.15 per share. As we told you then, we planned to offset approximately $0.05 of these costs through regulatory actions and ongoing power marketing opportunities. We delivered $0.03 of the offsets in the second quarter, and we anticipate achieving the other $0.02 through the remainder of the year. And we are on plan to mitigate the remaining $0.10 net storm year impact through O&M management and other opportunities. Slide 13 shows the details of our recent regulatory activity. In Kansas, we filed our first rate review in more than seven years, including a request to renew our existing 5-year system safety and integrity investment rider. In Iowa, we filed our first rate review in more than a decade, including a request for a new system safety and integrity investment rider. And Ill note that Iowa interim rates took effect in June. And we continue to make progress on our rate review filed for Colorado Gas. We expect all three of these rate reviews to conclude late this year or early next year, with new rates effective in Q1 2022. Looking forward, we are tentatively planning to submit rate reviews for Arkansas Gas in the fourth quarter of this year and for Wyoming Electric in mid-2022. And as previously noted, we are making progress on our Storm Uri recovery plans. All our recovery applications have been filed, and we already received final approval and commenced recovery in Nebraska and South Dakota, with interim rates in place in Arkansas and Iowa. Slide 14 shows our financial position through the lens of capital structure, credit ratings and financial flexibility. We have a manageable debt maturity profile and are committed to maintaining our solid investment-grade credit ratings. At the end of June, we had more than $500 million of available liquidity on our revolving credit facility. And in July, we amended and extended our revolving credit facility with similar terms through July 2026. We expect to finalize our refinancing strategy for the $600 million balance on our term loan in the third quarter. We are evaluating refinancing options that align with our anticipated recovery period. The weighted average length of recovery requested in our regulatory plans is 3.7 years. New debt and deferred recovery of fuel costs for Storm Uri temporarily increased our debt to total capitalization ratio to 62% at the end of March, and it remained at that level at the end of June. As we recover storm costs, repay debt and execute on our equity program, we expect to reduce our debt to total capitalization ratio, and we continue to target debt to total cap ratio in the mid-50s. During the second quarter, we issued $40 million through our at-the-market equity offering program. Our equity issuance expectations are still $100 million to $120 million for 2021 and $60 million to $80 million for 2022. Moving to our dividend on slide 15. In 2020, we proudly marked 50 consecutive years of annual dividend increases, one of the longest track records in our industry. Since 2016, weve increased our dividend at an average annual rate of 6.6%. And looking forward, we anticipate increasing our dividend by more than 5% annually through 2025 while maintaining our 50% to 60% payout target. Were pleased with our strong second quarter financial results and the progress we made during the quarter on many fronts. Were excited about our growth opportunities, with accelerating population migration into our service territories and many opportunities to continue to develop our strong capital program. We continue to be well-positioned, both operationally and financially, to be ready to serve all our stakeholders. ","compname reports qtrly gaap earnings per share $0.40. black hills corp qtrly gaap earnings per share $0.40. " "blackhillscorp.com under the Investor Relations heading. Leading our quarterly earnings discussion today are Linn Evans, President and Chief Executive Officer; and Rich Kinzley, Senior Vice President and Chief Financial Officer. Although we believe that our expectations and beliefs are based on reasonable assumptions, actual results may differ materially. Moving to Slide 4, I'd like to start, as we always do at Black Hills, with a focus on safety, the safety and the well-being of the people we work with and the communities we serve is paramount and we are committed to being on the forefront of safeguarding our co-workers and our customers at all times and especially now. We continue to monitor the pandemic and its impact to our business, our customers and our communities. While some of the service territories are experiencing an increase in infection rates, we are not anticipating significant lockdowns to close our local economies. For our customers who need financial assistance, we are continuing to support them as well as local non-profits in our communities. I'm extremely proud of our team's dedication to support and serve our customers. They truly are going the extra mile to provide safe and reliable energy that our customers depend on as we improve life with energy every day. Overall, financial impacts from COVID-19 are trending as expected for the year. We continue to maintain strong liquidity to support our businesses. And our supply chains and capital projects are operating with little impact. Moving to Slide 6, we had an excellent third quarter. We executed operationally and exercised diligent expense management delivering a 32% increase in earnings over the same period last year. Based on the strength of our earnings and outlook, we are increasing this year's earnings guidance to a range of $3.60 to $3.70 per share. We're also introducing guidance for next year in the range of $3.75 to $3.95 per share, reflecting our expectation for solid growth year-over-year. We also increased our five-year capital forecast to continue serving the growing needs of our customers and communities. We've identified an additional $239 million of capital projects. And that increases our total five-year forecast of $2.9 billion. 95% of that $2.9 billion will be invested in our utilities. Slide 7 lists the excellent strategic progress we made this quarter. We obtained final approval from FERC for the Wygen I power purchase agreement. The approval of this agreement allows us to continue to provide critical base load capacity and energy for our Wyoming Electric Utility. We filed our new rate review and rider request for Colorado Gas. Last Wednesday in Nebraska, we had a constructive hearing on a settlement agreement regarding our pending rate review. We also maintain strong liquidity to support our capital investment program. We're delivering on our promise to enhance communications on our ESG initiatives. We recently disclosed new ESG reports using the EEI and AGA qualitative and quantitative templates. And we will announce our greenhouse gas emissions reductions goals later this week in tandem with our updated Corporate Sustainability Report. Not only did we announce a 5.6% increase in our dividend, we also completed 50 consecutive years of annual dividend increases, a remarkable achievement that exemplifies our legacy of sustainable growth. Overall, it's been an outstanding quarter of strategic execution and we are confident in our strong outlook and continued success in delivering what we told you we would accomplish. I'll start on Slide 9. As Linn noted, we delivered strong financial performance for the quarter with earnings per share as adjusted of $0.58, up $0.14 from last year, driven by strong year-over-year Q3 results at our gas utilities. Notable in the quarter were returns on invested capital of our utilities, favorable weather impacts, customer growth and favorable tax items. We estimate weather positively impacted Q3 earnings per share by $0.05 compared to normal and by $0.11 compared to Q3 2019. Results for the third quarter of this year include negative COVID impacts of approximately $0.03 per share, in line with our expectations. Net income as adjusted increased 35% quarter-over-quarter, while earnings per share as adjusted increased 32% quarter-over-quarter, the difference driven by dilution from additional common shares outstanding from our equity issuance earlier this year. On Slide 10, you see we increased our 2020 earnings guidance and initiated our 2021 earnings guidance, as Linn noted earlier in his remarks. Our earnings guidance assumptions are shown in more detail in the appendix. On Slide 11, we reconcile GAAP earnings to earnings as adjusted, a non-GAAP measure. We do this to isolate special items and communicate earnings that we believe better represent our ongoing performance. This slide displays the last five quarters and demonstrates the seasonality of our earnings. There were no special items in the third quarter this year. Slide 12 is a waterfall chart illustrating the primary drivers of our earnings results from third quarter of 2019 to third quarter of 2020. All amounts on this chart are net of income taxes. While I talk through the gross margin comparisons, I will refer to pre-tax margin impacts. Our Electric Utilities gross margin benefited from rider revenues, power marketing results and a pickup related to the Tax Cuts and Jobs Act, which I will cover more in a moment. Our Gas Utilities gross margin benefited from new rates, favorable weather conditions that increased agricultural loads, customer growth and mark-to-market gains on gas commodity contracts. A bit more color on agricultural loads. Last year was a record precipitation year in our Nebraska service territory and our irrigation loads were correspondingly low in the third quarter. This year was hotter and drier than normal in Nebraska. Compared to normal for agricultural loads, last year's Q3 pre-tax margins were negatively impacted by approximately $5 million, while this year's Q3 pre-tax margins were positively impacted by approximately $2 million. So we had a $7 million pre-tax swing related to the agricultural loads comparing Q3 2019 to Q3 2020. When looking at weather overall for this year's Q3, including the agricultural impacts, our Electric Utilities gross margin benefited by $1.6 million pre-tax compared to normal and our Gas Utilities gross margin benefited by $2.6 million pre-tax compared to normal. The final comment on our Utilities gross margins relates to COVID impacts, which generally played out as we had forecast. The combination of COVID net load impacts and forgiven late fees impacted our Utilities gross margin by approximately $1 million pre-tax. Our non-regulated margins were slightly higher than last year, reflecting higher revenues from our new wind assets at our Power Generation segment, partially offset by lower tons sold in our Mining segment. Total O&M increased compared to the prior year, largely driven by a $2.4 million after-tax expense from the retirement of certain assets at our Power Generation segment. Net COVID-related O&M of $800,000 after-tax resulted from higher bad debt expense accruals and sequestration of the essential employees, partially offset by lower costs related to travel, training and outside services. Depreciation increased as a result of additional plant placed in service. Interest expense increased due to higher debt balances resulting from new debt issued to fund our capital investment program. Other income expense was unfavorable to the prior year, reflecting additional expense for our non-qualified benefit plans this year related to stock market performance and higher pension expense. We had a favorable effective tax rate in Q3 compared to the prior year. This was driven by additional production tax credits from our wind assets placed in service last year and the release of reserves associated with the Tax Cuts and Jobs Act. A bit more color on that. We finalized certain regulatory proceedings around the TCJA during the third quarter and we're able to release associated reserve amounts, benefiting our Electric Utility gross margins by $1.5 million and income taxes by $2.1 million. Slide 13 shows our financial position through the lens of capital structure, credit ratings and financial flexibility. We are in excellent shape from a debt maturity and liquidity perspective and we continue to maintain solid investment grade credit ratings. In February, we issued $100 million of equity to help support our 2020 capital investments. We don't expect to issue any more equity in 2020. You'll note in our 2021 guidance assumptions in the appendix we expect to issue $80 million to $100 million of equity through our at-the-market equity offering program in 2021. We've mentioned previously the need to issue up to $50 million of equity in 2021 based on our previously disclosed forecast. And the addition of $142 million to forecasted capital investments for 2020 and 2021 drives the increased equity need. In June, we issued $400 million of 2.5% 10-year notes to term out our short-term debt and support our ongoing capital investment program, further enhancing our liquidity position. This debt issuance was a great outcome and provides our customers low cost debt for the next decade. At quarter end, we had $84 million of borrowings on our credit facility with no material debt maturities until late 2023. As at the end of October, we continue to have over $600 million of liquidity available from capacity on our revolving credit facility. Slide 14 illustrates our dividend growth track record. We completed 50 consecutive years of increasing dividends in 2020 with strong and consistent increases in the past few years. We maintain our target for a long-term dividend payout ratio of 50% to 60% of EPS, demonstrating our confidence in our long-term earnings growth prospects. Moving to Slide 16. Our customer-focused strategy is designed to deliver sustainable long-term value growth for customers and shareholders. We're aligning our people, processes, technology and analytics to serve the growing needs of our customers and our growing communities. We are investing in our customers' needs for safety, reliability, resiliency, growth and an overall positive customer experience. These investments for customers positions us to deliver both long-term earnings and dividend growth for shareholders. Our programmatic approach to these investments also provides greater consistency and clarity for the benefit of all of our stakeholders. Turning to our capital investment plan on Slide 17. We added $239 million to our five-year forecast for a total of $2.9 billion focused on projects and initiatives that maintain customer safety and reliability and foster customer growth over the next five years. Most of the increased capital is related to additional programmatic investment in our Gas Utilities and more than half of the increase is planned for this year and next year. For this year, we are increasing our capital investment by $64 million to $733 million and for next year, we're increasing our capital investment by $78 million to $633 million. Going forward, we fully expect to invest at least $500 million annually to support our customers. We continue to take a relatively conservative approach to our capital forecast. We include opportunities that have a reasonable degree of certainty and then we add capital as we gain more clarity around incremental projects that will support our customers. We anticipate that additional capital opportunities are likely over the planned period, especially in the outer years. Slide 18 illustrates that our capital plan is utility focused with timely recovery on most of our investments. 95% of our forecasted investments are for our utilities and we anticipate 83% of our Gas Utility investments and 51% of our Electric Utility investments received timely recovery. On the regulatory front, we've listed our current activity on Slide 19. As noted earlier, rate reviews are under way for our Gas Utilities in Nebraska and Colorado. We appreciate that we had a constructive hearing last Wednesday in Nebraska. The hearing focused on our settlement agreement for the rate review, the rider we requested and for the consolidation of our two utilities in Nebraska. In other regulatory initiatives, we continue to advance our Renewable Advantage program to add up to 200 megawatts of renewable energy in Colorado. We're currently negotiating with the winning bidder on a 200 megawatt solar project to be constructed in Pueblo, Colorado. We're excited to complete our Renewable Ready subscription-based program for our South Dakota and Wyoming Electric Utilities, our 52.5 megawatt Corriedale wind project, we are building to support that program is nearly complete and we expect it to be in full service prior to year end. The wind facility is located near Cheyenne, Wyoming, one of the best wind resources in the United States. On the ESG front, we have a strong legacy of sustainable growth and we're guided by our core values to safely and cost effectively serve our customers as we provide opportunities for our people to develop and advance their unique skills. At Black Hills, we have a strong ESG commitment and we're prepared to tell our story more holistically. An important initiative for us was the publication of our first ESG reports. We use the EEI and AGA templates that I mentioned earlier, which will soon be followed by our greenhouse gas emission reduction goals, which we will release later this week. We are adding or expanding renewable energy in all three of our Electric Utilities in Colorado, South Dakota and Wyoming. This year, we were once again awarded Gold Star status in Colorado's Environmental Leadership Program. Gold Star is the highest achievable status and I am proud that we have held this distinction since 2014. In fact, we were the first utility in Colorado to achieve this designation. We also recently voluntarily joined EPA's Methane Challenge program to reduce methane emissions beyond regulatory requirements in our Gas Utilities. We continue to rigorously promote our strong safety culture with a goal to be the safest utility in the industry. Our team is already delivering results better than industry average and they are staying on the forefront of processes and safeguards to keep people safe during the ongoing pandemic. We're also very engaged in serving the needs of our customers through financial aid and supporting organizations like the United Way that offer critical assistance in times like these. In 2019, we provided over $5.5 million in charitable giving and we continue to support our strong commitment to the economic viability of our customers and our communities. Their impressive credentials and experience are already being instrumental in driving future growth while fulfilling our ESG commitments. They participated in our Board meeting last week and are already adding value. In closing, we are confident in our future. We are well positioned as a low risk utility investment and complementary gas and electric utility businesses. We're privileged to operate and stable in growing territories, which continue to be resilient even during the ongoing pandemic. We have a solid financial position and liquidity. And we are investing and being ready to serve the growing needs of our customers and communities as we improve life with energy. And Rich and I are happy to respond to questions. ","compname posts q3 adjusted earnings per share $0.58. q3 adjusted earnings per share $0.58. raises fy 2020 adjusted non-gaap earnings per share view to $3.60 to $3.70. compname says initiates 2021 earnings per share guidance range of $3.75 to $3.95. compname says increases 2020 to 2024 capital investment forecast by $239 million to $2.9 billion. " "Leading our quarterly earnings discussion today are Linn Evans, President and Chief Executive Officer; and Rich Kinzley, Senior Vice President and Chief Financial Officer. Although we believe that our expectations and beliefs are based on reasonable assumptions, actual results may differ materially. As we look back at 2020, I couldn't be prouder of what our team has accomplished. Throughout an uncertain and disruptive year, I admired how the Black Hills Energy team rose to every challenge head-on. I'm especially pleased how our team always kept their health and safety, and our customers' health and safety at the forefront, as we successfully executed in our customer-focused utility strategy, all while delivering strong financial performance that exceeded our guidance. I believe, most of us will look back on 2020 as a year of seemingly endless challenge and yet as these challenges that prove the character and resilience of an organization and make us stronger. Like those before us for the past 137 years at Black Hills, we adapted, we rallied together and we worked hard, truly exemplifying our ready-to-serve commitment and the incredible spirit within our team. The Black Hills Energy team once again delivered a long list of accomplishments for our stakeholders throughout 2020. Slides 4 through 6 highlight the success of consistently delivering on what we said we would do. What I'd like to refer to as delivering a high say/do ratio. Safety is our number one priority at Black Hills each and every day. And is this priority and our genuine concern for our fellow coworkers, our customers and our communities that gave us a solid foundation upon which to confront the pandemic and build a stronger future. For the seventh consecutive year, our safety culture produced an injury incident rate better than the utility average, demonstrating progress on our goal to become the safest utility in the industry. Our team, combined with our resilient infrastructure, advanced our reputation of delivering industry-leading reliability for our customers. As outages occurred, I was impressed throughout the year as my coworkers delivered a remarkable response, safely and efficiently restoring service with a ready-to-serve attitude and dedication. We produced strong fourth quarter and full-year financial results as the economies in our Midwestern states continue to improve. We are fortunate to operate and stable and growing territories where most of our communities remained open during the pandemic. As we said we would, we have provided greater clarity into our longer-term earnings outlook. We increased our 2021 guidance, we initiated 2022 guidance and we announced long-term earnings and dividend growth targets. Rich will cover these targets in more detail during his comments. I'm pleased that we successfully and safely executed on our customer-focused investment program. Through solid planning and collaboration with contractors and suppliers, our team deployed $755 million in capital projects to further harden and modernize our energy systems. These investments included our $79 million, 52.5-megawatt Corriedale wind project, which we constructed in our strong wind resource area near Cheyenne, Wyoming. The project now serves customers in South Dakota and Wyoming through our innovative and voluntary customer subscription-based Renewable Ready program. We also made terrific regulatory progress with the Nebraska and Wyoming commissions approving our consolidation applications and our rate reviews on constructive terms. Both commissions approved our applications to consolidate multiple rate structures into a single statewide rate structure. These approvals will help streamline our regulatory strategies in both states and provide efficiencies as we continuously improve how we serve and how we interact with our customers in those states. In addition to receiving constructive revenue increases in both states, both states also approved riders to support our programmatic investment for safety and reliability. Throughout the pandemic, we maintained our strong financial position and investment-grade credit ratings, executing upon our debt and equity financing needs on favorable terms during the year. And our time tested staying power as a result of environmental, social and governance matters always being a core focus. In 2020, we provide a greater transparency into our ESG profile and journey. We published new qualitative and quantitative reports. We issued an updated corporate sustainability report and we announced our goals to reduce greenhouse gas emissions intensity. For our electric operations, we are on track to achieve a 40% reduction by 2030 and a 70% reduction by 2040, off a 2005 baseline. We are currently developing our integrated resource plans for South Dakota and Wyoming, which we will complete this summer and in next year for Colorado. These resource plans will provide detail regarding how we will achieve these goals, including options for our current resources and potential investment opportunities to meet customer demand. For our natural gas utilities, we expect to cut greenhouse gas emissions intensity by 50% by 2035. Again, that's off of the 2005 baseline. We have already cut our gas utility emissions by one-third since 2005. Slide 7 shows that we plan to invest over $600 million annually during the next five years for a total of over $3 billion. Our base forecast of over $2.7 billion represented by the orange bars relates to projects that are fully planned and in progress. As incremental projects are more refined for timing, cost and other factors, we will add them to our base forecast. Incremental projects we are working on include additional electric generation and transmission projects, gas pipeline projects and additional programmatic investment. Slides 27 through 32 in the appendix provide additional details related to our capital investment plan. In addition, our dedicated growth team is aggressively pursuing new growth opportunities. We are powering data centers and technology growth within our service territories and with more people moving into our service territories, we are ready-to-serve our growing customer demand. We are adding to our reputation of delivering innovative solutions, products and technologies, including the expansion of renewables and cleaner technologies, such as electric vehicles and renewable natural gas. Across all of our business, we continue to focus on cost discipline, along with our better every day culture to drive greater efficiency and value through continuous improvement. Looking forward, we are confident in our future. We are well positioned as an integrated pure-play utility serving a strong and growing region and jurisdictions with constructive regulatory environments. I'm excited to work alongside with our highly engaged team executing our proven strategy to continue delivering strong results for all of our stakeholders. Just like all of you, we are hopeful for a brighter year ahead, especially for our families and friends whose lives were deeply affected by the virus. While the pandemic remains a serious issue, our business fundamentals remain strong and we are applying what we learned in 2020 to become more efficient, more responsive and more technology enabled. I'll start on Slide 11 where you can see we delivered an 8.8% increase in earnings per share as adjusted for the fourth quarter and a 5.7% increase for the full-year compared to 2019. 2020 Adjusted earnings per share of $3.73 came in just above the top end of our guidance. Full-year earnings were driven by strong margin growth from returns on our invested capital, new customer growth, excellent cost management and tax credits. These positive drivers overcame net COVID impacts and higher share count. Net full-year COVID impacts of $0.07 were consistent with our forecast. This includes net load impacts and net expenses associated with the pandemic, which are detailed on Slide 35 in the appendix. Net weather impacts for the fourth quarter and the full-year were fairly nominal, which we estimate as $0.01 lower than normal in Q4 and $0.05 lower than Q4 2019. For the full-year, weather was $0.03 higher than normal, but $0.03 lower than 2019. Slides 12 and 13 contain waterfall charts illustrating the primary drivers of our earnings results comparing Q4 2019 to Q4 2020 and full-year 2019 to 2020, all the amounts on these charts are net of income taxes. As you can see, both the quarter and full-year show strong growth in margins that are natural gas utilities when compared to 2019. This was driven by new rates from our constructive regulatory outcomes in Wyoming and Nebraska and by riders across our service territories. Customer growth across our service territories also contributed nicely to margin in 2020. Our electric utilities and non-regulated margins also increased for the full-year. O&M increased by only 1.5% [Phonetic] for the full-year and that's including the O&M we incurred relate to COVID. We are pleased with our team's O&M control in 2020, it really was outstanding. DD&A increased as a result of our strong capital investment program in 2019 and 2020. Interest expense increased due to higher debt balances resulting from new debt issued to fund our capital investment program, partially offset by lower short-term borrowing rates. Other income expense was favorable to the prior year, reflecting expensing of project development costs in the prior year, which was partially offset by higher current year pension plan cost driven by lower interest rates. Our effective tax rate for 2020 was 11.9%, compared to 12.2% in 2019, driven by higher tax credits. Slide 14 shows our financial position through the lens of capital structure, credit ratings and financial flexibility. We are in excellent shape from a debt maturity and liquidity perspective. We continue to maintain solid investment-grade credit ratings. Last February, we issued $100 million of equity to help support our 2020 capital investments. You will note, in our 2021 and 2022 guidance assumptions in the appendix, we expect to issue $100 million to $120 million in 2021 and $60 million to $80 million in 2022 through our at-the-market equity offering program to support our ongoing capital investment plans. On the debt side, in June, we issued $400 million of 2.5% 10-year notes to term out our short-term debt, further enhancing our liquidity position. This debt issuance was a great outcome and provides our customers low-cost debt for the next decade. At year-end, we had $234 million outstanding on our credit facility with no material debt maturities until late 2023. As of February, we continue to maintain over $500 million of available liquidity. While debt-to-total capitalization remained in the 58% to 59% range through 2020, we are targeting a debt-to-total cap ratio in the mid-50s. As Linn noted, we are providing greater clarity into our long-term earnings outlook as outlined on Slide 15. We see opportunities to continue our strong cost management into 2021 and accordingly, increased our 2021 guidance to $3.80 to $4 per share, up $0.05 on each end [Phonetic]. While issuing a second year of guidance is not our typical practice, we also provided 2022 guidance of $3.95 to $4.15 per share, which incorporates the new Wygen I contract starting January 1, 2022. Our newly initiated 2022 guidance targets an approximate 5% earnings per share CAGR from 2019 to 2022. Using 2022 as our base year, we expect to grow earnings per share in 2023 through 2025 at a 5% to 7% CAGR. We are excited about our growth opportunities as we share this long-term earnings per share growth target. Moving to our dividend on Slide 16. In 2020, we proudly marked 50 consecutive years of annual dividend increases, one of the longest track records in our industry. Since 2016, we have increased our dividend at an average annual rate of 6.6%. Looking forward, we anticipate increasing our dividend by more than 5% annually through 2025, while maintaining our 50% to 60% payout target. We are uniquely positioned as a pure-play utility in constructive jurisdictions with a complementary business mix across stable and growing territories. These factors paired with our strong and sustainable growth outlook, provide an attractive investment opportunity. ","increasing guidance for 2021 earnings per share available for common stock to be in the range of $3.80 to $4.00. initiating guidance for 2022 earnings per share available for common stock in a range of $3.95 to $4.15. " "Information on these factors can be found in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and any subsequent quarterly report on Form 10-Q or Current Report on Form 8-K, which are available at the SEC website www. Let me make a quick few remarks about the -- what we're seeing in our market before we get into our results. Florida seemed to be in -- caught up in it more than probably any other state. And there was a lot of concern as to whether that will impact the economy and to what extent. I'm happy to report three months into it now, Delta seems fairly in the rearview mirror. I think they have come down to even lower than they were three months back. So we're happy about that. But what we were most happy about is also that does not actually have the same kind of impact that previous surges have had on the economy. I think the economy is learning to deliver these surges at when they happen. Hopefully, there won't be anymore, but at least over the last three months, we did not see a significant impact to the local economy here or in other parts of the country where we do business. But it's good to see Delta behind us obviously with a fair amount of pain that we wanted to of the healthcare side. We -- the Delta surge did put our plans about return to office on hold a little bit. We have started bringing people back in, in the summer. We have to take a pause. Later today, I will be making a call internally and we will be talking about how we're going to restart that process. Our expectation is that by January -- first week of January, we will be in the new normal, and typically now that slowly started bringing people back. We will start that but not even for Board meetings, we've not had in-person Board meeting since the start of the pandemic. Yesterday, the Board met telephonically and decided it was time to -- to start meeting in person. Our first in-person Board meeting, which will be over two days in the middle of November. So I'm excited about that, too. Overall, the economy here in Florida is doing well. There are obviously widespread labor shortages and supply chain disruptions that everyone has talked about. We are seeing that. Our customers are feeling it. Indirectly, we're feeling that as well. But it's hard for me to say when those will resolve themselves. But that is the challenges we're dealing with. I look at this -- the biggest economic crisis of our lifetime that we went through. It's 18 months into it. If all we're dealing with the supply chain issues and labor shortages, I think that's a pretty good place to be. This could happen a lot worse. So I take this as actually a victory that these are the issues. This could happen a lot worse. Quickly getting into our quarter, we posted net income of $87 million or $0.94 a share. This compares to $104 million we posted last quarter, which was $1.11 per share. The annualized returns so far for the 9 months so far -- our return on equity is 12.4% and return on assets of 1.09%. Net interest income declined slightly to $195 million from $198 million last quarter, but it was up compared to the third quarter of last year, which I think at that time, it was $188 million. The net contracted 2.33% from 2.37%, mostly because of lower asset yields and less than expected commercial loan growth. Also, less PPP impact this quarter versus last quarter was also a large reason for that contraction. Cost of deposits, as we've been telling you, has -- continues to come down. We dropped at 20 basis points this quarter. It was 25 last quarters so 5 basis point reduction in the cost of deposits. On a spot basis, we're actually at 19 basis points and I checked last night, we're down another basis points so like 18 basis points as of yesterday. So the story on the deposit side continues. We also had decent growth in deposits especially DDA -- non-interest DDA grew by $324 million. But we did that very meaningfully -- we're not trying to grow the balance sheet. Growing the balance sheet and hanging things up in liquidity does not really create value for anyone. Instead, this quarter we decided not to grow the balance sheet. We shrank it, freed up capital and bought back stock quite strongly. In fact one of the things the Board did yesterday when we met is approved another $150 million buyback given that we are going to wind down the authorization that we have based on how quickly we bought stock this quarter. Also, the fact that the stock was around $40 or so makes it very easy in my -- from my perspective given where our book value is we're trading at such a low multiple so easy. It doesn't take much of rocket science to figure out, but it's a good buy. So we've been aggressive and buying back and we've gone through much of that -- much of the authorization. Loans -- Total loans excluding PPP runoff, they grew by $74 million. Residential business remained strong as has been the case for the last several quarters. Commercial segments, the payoffs outpaced production. On the production side, actually we were pretty happy. Our production -- we try to go back and say, let's see what we were doing pre-pandemic and we compared the production this quarter to the third quarter of 2019. Production was actually higher this quarter. But it's the -- it's two things that we can control, one being payoffs and the other line utilization. Those have been disappointed [Phonetic] this quarter, which is why it all adds up to only about $74 million of growth in the loan portfolio. What else, credit, I would say nothing but good news on the credit front. I know these days, credit is not on people's mind or should always be on everyone's mind, that's the primary risk we take as a bank. So I'm happy to report on the credit front criticized classified assets declined by $240 million. Loans under temporary deferral or modified under the CARES Act also declined to $285 million. They were $497 million I believe at end of last quarter, so almost cut in half. NPL ratio also got better. It was 1.21% this quarter. Last quarter, it was 1.28%. By the way, that includes the guaranteed portion of SBA loans. So if you exclude that NPL ratio, it's actually 99 basis points. The $69 million large commercial loan that we spoke to you about last quarter, it's the resolution of that is moving forward. We're pretty happy with how we reserve for it and feel very comfortable in that level of reserve. Net charge-offs annualized was 19 basis points. Last year, I think we were at about 26 basis points. So good news on the net charge-offs front as well. Capital, book value has grown to $34.39, tangible is at $33.53. Before I hand this over to Tom, just let me say, sort of what are the top in my mind in terms of what we're trying to achieve in the short to medium term sales is basically loan growth but not reaching for loan growth as getting caught up in that and going outside of the risk, that's not acceptable but loan growth restarting the growth engine on the left of the balance sheet is a top priority, continue to improve deposits, while we've made a lot of progress on that. I think there is more work to be done there, especially in light of the fact that actually it will rise, maybe nine months, maybe less, maybe a little more but some -- on great environment that we have to be ready for it. And we are basically working our deposit business to be -- that. In the very short-term is to return to office safely is another priority and then launching in new markets. The new markets we've talked about last time to you, we don't really have much to share yet because it's not going to ready for primetime, but we have been working for the last three months on finalizing and hopefully over the -- over the course of next threemonths, we will make some announcements and launch one or two new markets. So I wanted to spend a little time first on deposits, give you a little bit more detail and perspective on some of the things that we're working on and what we achieved in the quarter. So as Raj said, average non-interest bearing deposits grew by $749 million for the quarter and $2.7 billion compared to the third quarter of 2020. Period-end non-interest bearing DDA grew by $324 million, while total deposits shrank by $493 million. So we break down a little bit the $324 million of NII DDA growth for the quarter, it was again broad spread across all geographies, across all business units and very heavily focused on new client acquisition. I'd also spend a little bit of time working on the deposit portfolio, the work that Raj is talking about is, has been a daily level of kind of bruising work that's not that glamorous but we're working very hard on new account operating relationships, cross-selling within the book, ensuring the ECR rates are set at appropriate levels really working hard on kind of the building blocks of this and I think the two places that you see it, number one, are the continued NII DDA growth obviously in the $324 million, but also secondarily, if you look at service charges, deposit fees on accounts was up 33% for this quarter compared to the same period last year. So we're really starting to see excellent kind of cadence in the rhythm in both continued NII DDA growth, continued opening of new operating account business, which is really our central focus as a strategy and continuing for a surging in the level of service charge revenue that we have from these accounts. So all of that is -- is a big part of what Raj talks about when we're talking about the entire deposit mix and the quality of the deposit book. A little further down, money market accounts declined by $1.1 billion this quarter as we continue to execute the strategy of the quality of the base. We have looked hard at accounts that we think are highly susceptible to increases in rates once we get into a different interest rate environment and we've taken a lot of steps to ensure that we're moving out deposit accounts right now on a proactive basis as we continue to grow the operating account business and take advantage of that entire dynamic to have just an overall better quality book. Switching to the loan side, as Raj said, excluding PPP loans, the total portfolio grew by $74 million in the third quarter. Residential continued to be strong, reflecting the strength in the housing market and the rate environment. The overall resi portfolio grew by $751 million for the quarter. Of that, the EBL segment was $50 million and the pure residential correspondent portfolio grew by $701 million. In the mortgage warehousing business, which is also benefited from a strong housing market, there we saw a decline of $141 million for the quarter. Most of that is starting to see some normalization in this segment. This refi activity begins to moderate. And we see a little bit lower line utilization in this area. Although we continue to be interested in growing commitments and expect our commitment book to grow in the short-term. For the C&I business, it was up $13 million for the quarter, including owner occupied CRE loans and I'll talk a little bit more about what we see in that the segment. The remaining commercial portfolio declined for the quarter. The largest decline was in CRE including multifamily, which was down by an aggregate of $317 million for the quarter. The New York multifamily portfolio, which you have been following now with us for a number of years, declined by $76 million for the quarter. But at this point, we believe that, that's stabilizing. That's the lowest level of run-off that we have seen in a number of quarters. And we're actually starting to see some positives in the multifamily market in New York. I'm sure you all have followed it. We're starting to see rent increases in the market. We're starting to see people return back to the New York City. Multifamily market schools are reopening and things are happening that are driving people returning to the city. There's been an awful lot of data out in the last couple of months about rent -- rent levels even with concessions improving back to sort of pre-pandemic levels, and we are looking at new opportunities now in the multifamily space within the New York market. So we're feeling better. We're feeling good about the portfolio we have today at the current level that it's had and we're feeling better about the short-term growth opportunities within multifamily in New York. I'd land a little bit more on Raj's comments about production. When we looked at production across the commercial lines especially C&I, CRE and small business areas, it was better than pre-pandemic levels for the same quarter. We are seeing a reasonable return of pipeline particularly in the C&I area where we have a large pipeline heading into the fourth quarter and the first quarter of next year. So we're seeing clients investing more. We are still fighting through kind of low utilization rates and even really of the accounts that we're bringing on from an NII DDA perspective that have lines of credit with them even those lines are coming in at pretty low utilization rates, but we think ultimately that patience will pay off for us and as people start making more capex expenditures and growing more solidly in 2022, we believe these relationships including existing ones we have, we'll start to see improvements in these areas. But actually overall production and pipeline build, we feel pretty optimistic about right now heading into the fourth quarter and heading into -- into 2022. Yeah, line utilization bottomed out in the first quarter. It's starting to improve all through the second quarter. So we were pretty optimistic because we're seeing a very steady trend of improvement. But in the third quarter, it's really stagnated so it haven't gone down, but it really hasn't come beyond where it was in the second quarter. So -- And to Tom's point in the new business that we're writing, the line business, it comes on utilization levels, especially in that new business is very low, lower than its existing book as well. So it's all dry powder so when these bottlenecks and the economy are resolved, this should create growth. But it's hard for me to say, it was to happen a quarter from now or two quarters and three quarters from now. But that's sort of what we're seeing. Tom, you were done? Yeah, no, I was just [Speech Overlap] I was going to give the PPP update. As for PPP, $159 million of the First Draw PPP loans were forgiven in Q3. As of September 30, there was a total of $49 million in PPP loans outstanding under the First Draw program and $283 million of outstanding under the Second Draw program. We expect to open the forgiveness portal for the Second Draw program next month. But obviously, this is kind of winding down at this point. Quick update on deferrals and CARES Act modifications. Slide 16 in the supplemental deck also provides more detail on this. For commercial, no commercial loans around short-term deferral as of September 30. $244 million of commercial loans remained on modified terms under the CARES Act, compared to $436 million at June 30. The largest decline in loans modified under the CARES Act was $144 million decline in the hotel portfolio. The hotel portfolio, particularly in Florida, continues to to rebound and if you try to get a hotel in certain areas of Florida lately, good luck, particularly in the Keys and other coastal properties just the occupancy has really returned strongly there. So we're -- we're feeling good to see that change come about. Today, $414 million in commercial loans have rolled off modification. 100% of these loans have either paid off or resumed regular payments from residential perspective excluding the Ginnie Mae early buyout portfolio $40 million of loans remained on short-term deferral or have been modified under the longer-term CARES Act prepayment plan at September 30. Of the $533 million in residential loans that were granted an initial payment deferral $493 million or 92% of rolled off. Of those that have rolled off, 95% have been paid or are making regular payments. I think the last thing I'd say on the loan portfolio is also when we look at the $74 million in growth, keep in mind that we had $175 million of payoffs in in criticized and classified loans. So while it certainly impacted the loan growth number, it did contribute to the overall improvement in the credit quality and we're happy to see that. Give a little bit more detail on the numbers for the quarter, starting with the NIM. The NIM did decline this quarter to 2.33% from 2.37%. The PPP fee recognition had a bigger impact on the NIM last quarter than it did this quarter. If we factor out the impact of PPP fees and the impact of increasing prepayment fees on some of our securities, the NIM actually would have been flat quarter-over-quarter. Loan growth was ready this quarter, not commercial and we seen more commercial growth as opposed to residential growth we likely would have seen some uptick in that NIM. The yield on loans decreased to 3.45% from 3.59% last quarter, recognition of PPP fees, the differential in that quarter-over-quarter if it hadn't been for that the yield on loans would have declined by only 6 basis points for the quarter and most of that 6 basis points really was attributable to the shift from residential to -- from commercial to residential. Eventually, obviously, we believe that level will swing back the other way. I know you've been asking me, so I'll answer you now. There are still $8.1 million worth of deferred fees on PPP loans remaining to be recognized almost all of that $8 million relates to the Second Draw program. So I don't really think we'll see much of that in the fourth quarter. Yield on securities declined from 1.56% to 1.49% and accelerated prepayments, which we think some day has to come to an end but keeps not coming to an end. It just keeps getting faster on that mortgage-backed securities accounted for almost all of that quarterly decline in yields. The total cost of deposits declined by 5 basis points quarter-over-quarter. The cost of interest bearing deposit is down 6 basis points. And our best expectation right now is that NIM would remain relatively stable over the fourth quarter, but obviously there are things that contribute to that that are a little bit difficult for us to predict, but that's our best expectation as of now. And we can comfortably say the cost of deposits will continue to grow for at least to one quarter. With respect to the allowance and the provision, overall, the provision for credit losses for the quarter was a recovery of $11.8 million. Slide 9 through 11 of our deck provide further details on the ACL. The ACL declined from 77 basis points to 70 basis points over the course of the quarter. Most significant drivers to that change, $2.3 million decrease related to the economic forecast. This is becoming less impactful than it has been in prior quarters, which is not surprising as things start to stabilize, a $4.5 million decrease due to charge-offs, another $3.7 million due to a variety of changes in the portfolio, including the mix of new production and ad bids [Phonetic], the further shift to loan segments with lower expected loss rates primarily residential impact on PDs of an improving borrower financial performance, risk rating changes, etc, and a $5.9 million decrease in the amount of qualitative overlays and this is mainly just a shift things that are now being captured by the models. This last quarter, we didn't think the models were adequately capturing. The largest component of the reduction in the reserve with the CRE portfolio. The CRE model was particularly sensitive to unemployment, which improved this quarter and the commercial property forecast also improved, particularly for retail and multifamily, where we saw improving forecast in vacancy rates. There was also a reduction in criticized, classified pre-loans, which impacts the reserve. We also saw the resi reserve come down. This was caused by residential loans continuing to come off deferral and resuming payments and changes in the economic forecast related to unemployment and long-term interest rates also had an impact. Remind you that almost 20% of the resi both this government insured and actually carries no reserve. C&I reserves actually ticked up a little bit as a percentage of loans this quarter. With respect to risk rating migration, if you see -- you can see some details on this in Slides 23 through 25 of our deck, the total criticized and classified commercial loans declined by $240 million this quarter, most of that within the substandard accruing category, which declined by $252 million. Special Mention ticked up a little an substandard non-accruing ticked down a little. Total non-performing loans decreased $277 million this quarter from $293 million at June 30. The decline in criticized and classified assets really occurred across pretty much all portfolio segments with the largest decline in CRE. Looking at other income and expense, there's not really anything material to call out this quarter. On the year-to-date basis, we had initially guided to mid single digit increase in non-interest expense and that's the looks like where we're going to -- likely going to land by the end of the year and I would also note the 33% year-over-year increase in deposit service charges and fees, which Tom mentioned and we're pretty happy about that. ETR was a little lower this quarter mainly due to a temporary reduction in the Florida tax rate. Last point I'll make, you'll see in the next couple of weeks, we'll be filing an S-3, a Shelf registration, we don't read anything into that that you all don't feel like you need to call me, our Shelf registration is expiring and we just want to have an active shelf on file. We're not planning anything so but you'll see that. Let's jump into it. ","compname posts q3 earnings per share $0.94. q3 earnings per share $0.94. " "I hope you are all doing well and staying safe. While the majority of our production employees continue to work from home, we have many dedicated employees at our manufacturing sites and with customers all adhering to the many layered health and safety protocols. As a matter of fact, we delivered a record quarter in terms of earnings per share and tied the record for quarterly sales. We improved manufacturing output and experienced more consistent order demand after the trough in activity last quarter stemming from the rapid onset of widespread pandemic lockdowns. Not surprisingly, and as we anticipated, most flow instrumentation end markets remain challenged. Bob will walk you through the details of the quarter and after that, I'll come back and talk further about the market outlook and what we're hearing from customers in the current environment. As you can see on slide 4, total sales for the third quarter were $113.6 million compared to $108.6 million in the same period last year, an increase of 5%. As we noted last quarter, activity levels began to improve as lockdown started to be lifted in mid-May and into June and this activity stabilization continued out throughout the third quarter. In municipal water, overall sales increased 11%, a roughly equal combination of improved order rates and recovery of the backlog built in Q2, which as we noted last quarter was the result of lockdown induced manufacturing disruptions which limited our output. Positive revenue mix trends continued with further adoption of smart metering solutions including ORION Cellular radios and BEACON software-as-a-service revenue along with ultrasonic meter penetration. As noted and as anticipated, flow instrumentation sales declined 18% year-over-year, reflective of the broadly challenged markets and application served globally. Operating profit as a percent of sales was 17.2%, a 210 basis point increase from the prior year's 15.1% with improved gross profit margins and SEA leverage contributing to the strong results. Gross margin for the quarter was 39.6%, up 120 basis points year-over-year. Margins benefited from higher sales volumes and positive sales mix. Notably, the overall trends of ultrasonic meter adoption and AMI implementations, including higher BEACON software-as-a-service and ORION Cellular radio sales. While copper prices, which serve as a proxy for Brass have been increasing. Our average price cost in the third quarter was effectively neutral compared to the prior year due in part to the normal purchasing to production lag. Finally, a reminder that prior year's results included a non-recurring discrete warranty provision associated with the products sold only outside North America. SEA expenses for the third quarter were $25.5 million down $300,000 year-over-year with higher personnel costs, mostly offset by lower travel, trade show and other ongoing pandemic impacted expenses. The expense run rate was $2.3 million higher than the second quarter's $23.2 million reflecting the lifting of the temporary cost actions taken in the second quarter in response to the rapid onset of the pandemic. The income tax provision in the third quarter of 2020 was 23.9%, slightly higher than the prior year's 22.1% rate. In summary, earnings per share was $0.51 in the third quarter of 2020, an increase of 16% from the prior year earnings per share of $0.44. Working capital as a percent of sales was 23% relatively in line with the prior two quarters. We again delivered strong free cash flow which at $19.1 million dollars was consistent with the prior year comparable quarter despite the deferral of our federal income tax quarterly instalment payment under the CARES Act from the second quarter into the third quarter. Our year-to-date free cash flow of $67.8 million was 22% higher than the prior year $55.6 million and is currently tracking at 187% conversion to net earnings. We ended the quarter with approximately $94 million of cash on the balance sheet as we paid down the small euro line of credit with excess cash. We continue to have full access to our untapped $125 million credit facility. Our stable balance sheet and ample liquidity remain a clear source of strength for Badger Meter. Unfortunately, much of the globe, including the majority of US states are experiencing a resurgence in COVID cases. While this continues to create uncertainty, we are optimistic that extensive lockdowns will not again become a necessity, regardless, we remain fully prepared to manage safely in support of our customers in the critical and essential water sector. Municipal water customer base is large and diverse. The potential for some to experience difficult budgetary challenges exist due to a variety of contributing factors. However, as we've continued to learn from our active dialog across the spectrum of customers, their activities are essential and in many cases regulated. Some are implementing temporary cost reduction measures such as hiring freezes and travel restrictions. However, spending on critical and necessary activities, which includes metering solutions required for billing and controlling non-revenue water continues in many respects. Our large and diverse customer base means that there will not be a sole or single response as each municipal operation is unique with different needs and priorities. Municipal water bid tenders and awards are mostly proceeding as planned, although a few have incurred extended timelines or deferrals. There have been no widespread or significant cancellations and most daily order activity has returned to near normal. Our supply chain and the logistics partners continue to operate with new safety protocols and processes in place to address the needs of customers with no critical shortages currently. In spite of other challenges and uncertainty, I'm extremely pleased with the level of execution of our team as evidenced by our operational and financial results. Through the first nine months of 2020. Most of this fiscal year, we've been managing in a pandemic environment with countless changes to how all of us do business and severe economic shock to the global economy. Despite that backdrop, we have delivered municipal water sales growth, strong EBITDA margin expansion, robust working capital management and cash flow and an increase in earnings per share. It is a true testament to the criticality of the water industry and the exceptional Badger Meter team. Now turning to the outlook. Let me start at a granular level where I do want to highlight a few items in terms of near-term outlook. First, the benefit of the backlog conversion into sales we saw in Q3. On a year-to-date basis, it is neutral, created in Q2, recovered in Q3. But as you analyze the municipal water growth rate in the quarter, order activity alone accounted for a solid mid-single-digit growth rate in sales. The second as Bob noted, copper prices on average have trended up and with our normal leg, this will be a factor in Q4. I remind you that, while still important, the impact of Brass on our cost structure has been moderating over time as we sell more software and radios versus primarily in meters. Lastly, you may recall, we had a seasonally strong fourth quarter of municipal water sales a year ago, which creates a tougher comp for the balance of 2020. Turning to the more important longer-term dynamics, it is clear that COVID-19 will have a profound impact on the global water sector and we will -- and we believe there will be a catalyst or increased adoption of smart water solutions. Our customers have a need for holistic integrated solutions that operationalize real time data. These digitally enabled solutions such as our smart meter AMI offering reduce overall cost and offer safer remote solutions. These factors are in addition to the secular drivers that have already been evolving such as the need to reduce non-revenue water, drive conservation, address the aging workforce of utilities and connect with end consumers. With our robust cash flow and ample liquidity, we are actively investing in, and developing products and solutions to address these challenges. This includes both organic and acquisition driven growth geared toward augmenting our offerings and attractive adjacencies serving water-related markets and applications. For example added sensors and instruments for complementary data elements, such as pressure and temperature, which are used to determine system health. It also includes expanding functionality of our ion water software app [Phonetic] that helps drive consumer engagement. We will continue to stay close to the rapidly changing implications of the pandemic on both near term operations and longer-term trends and are prepared to successfully manage all aspects within our control. ","q3 earnings per share $0.51. q3 sales $113.6 million versus refinitiv ibes estimate of $101.5 million. believe long term opportunities for growth remain intact. " "Our earnings slides provide a reconciliation of the GAAP to non-GAAP financial metrics used. Core means the designated financial metrics excluding the impact of the recent s::can and ATI acquisitions. We believe this reference point is important for year-over-year comparability. I'm not sure how often in the term supply chain challenges or inflation are going to be referenced during the quarterly earnings cycle over the next month, but I can only imagine it's going to be an all-time record. While we clearly faced our fair share of those challenges, I want to focus my introductory comments and recognizing the tremendous execution of our Badger Meter teams globally, for their proactive and constructive dialog with customers to manage priorities, expectations and build trust, for their agility and effectively redesigning certain product components to provide greater flexibility on supply sources, for their unrelenting diligence and supplier and logistics management, and for their collaboration across functions to maximize our deliveries to customers. These strategic and tactical actions by our world-class team allowed us to deliver record sales and earnings this quarter, while we added to our already record backlog. Turning to Slide 4. Our total sales for the third quarter were $128.7 million, an increase of 13.3% over the $113.6 million in the same period last year. Total utility water product line sales increased 12.2%. Excluding approximately $10 million of sales from the s::can and ATI acquisitions, core utility water revenues increased 1.7% year-over-year. A great result considering both the difficult prior year comparison and current year supply chain challenges. In addition to the difficult comparison, our manufacturing output in the current quarter continued to be limited by supplier shortages of certain electronics and other components along with logistics challenges. We did experience growth in mechanical meter, cellular radio and BEACON software as a service levels, and we continue to realize the benefit from strategic value-based pricing actions. Strong orders continued in the third quarter of 2021, and we exited the quarter with another record high backlog. Our water quality solution sales were also impacted by supply chain challenges on a more modest basis, yet still delivered results in line with our expectations. The flow instrumentation product line did not escape the impact of production limitations from component shortages, but delivered a strong 18.5% year-over-year increase in sales. Improved demand trends across the majority of global end markets and applications as well as an easier comparison led to the increase year-over-year. We are very pleased with the margin performance in the quarter, in light of widespread inflation, difficult comparisons and the dynamic supply chain impact on manufacturing operations. Starting with gross margins, we increased gross profit dollars by $6.2 million and as a percent of sales, gross margins improved 20 basis points to 39.8% from 39.6%. Margins benefited from favorable acquisition mix as well as the higher volumes and positive product sales mix, namely higher SaaS revenues, along with favorable value-based pricing realization. These factors combined more than offset increasing cost headwinds across purchase components, including higher brass, resin and other materials, as well as freight and logistics. As our margins demonstrate, we have executed well thus far and proactively implementing pricing mechanisms to offset existing cost increases, however, as been well publicized, the breadth and pace of inflationary pressures is increasing. We will continue to actively monitor pricing in light of these circumstances, recognizing there'll be leading and lagging impacts in this dynamic environment. SEA expenses in the third quarter were $31.7 million consistent with the first two quarters on a dollar basis, with sequentially improved leverage as a percent of sales to 24.7%. SEA expenses increased $6.2 million year-over-year with the inclusion of the water quality acquisitions as well as more normalized pandemic impacted expenses such as travel. As a result of the above, overall operating profit margin was 15.1% compared to a record 17.2% in the prior year quarter. The income tax provision in the third quarter of 2021 was 18.3%, below the prior year's 23.9% and our normalized rate in the mid 20% range due to a discrete favorable income tax benefit related to equity compensation transactions. In summary, earnings per share was $0.54 in the third quarter of 2021, an increase of 6% from the prior year's earnings per share of $0.51. Working capital as a percent of sales was 25.6%, an increase of 140 basis points compared to the prior quarter-end. The modest elevation in accounts receivable and inventory are temporary byproduct of the current supply chain environment. For example, we are strategically maintaining higher levels of certain inventory components and work in process, capitalizing on spot availability and capacity. In addition, certain customers are understandably deferring payment on partial shipments. We believe these are transitory repercussions of the current environment. Free cash flow of $13.9 million was lower than the prior year, the result of this higher working capital. On a year-to-date basis, free cash flow conversion of net earnings is 125%. Turning to Slide 5. We've updated the quarterly sales comparison chart which highlights the key factors driving uneven year-over-year top line trends. The growth rate we experienced this quarter excluding the acquisitions was the result of strong customer demand, which was muted by headwinds from the varied supply chain challenges and difficult prior year core utility water comparisons. As we enter fourth quarter and look to 2022, our backlog is supportive of continued sales growth with the level of quarterly sales quite frankly dependent on the level of supply chain disruption. While this could be the variability in the cadence of sales, it is important to recognize two things. With regard to our execution. One, our performance thus far is delivering total sales growth despite the significantly supply challenged environment. And two, that our orders and awards are not being canceled or postponed, but simply shifting to the future. We feel very good about our competitive position and the underlying drivers supporting our markets. In summary, here on Slide 6, we believe that our strong order momentum and backlog confirms the underlying market demand for our solutions, which combine data, communications and analytics into tailorable solutions to enable customers to be more efficient, effective and sustainable throughout the water ecosystem. The water quality acquisitions continue to perform well and the integration work that has been underway, including customer discussions, confirm the growing need and acceptance of online low maintenance and reagent free solutions for real-time water quality monitoring. These distributed solutions will be a game changer for utilities, wastewater and industrial customers alike. We remain optimistic about our future prospects as we continue to execute on our growth strategy, but in tandem we are acutely aware of the challenges presented by the current disruption to the supply chain and global shortage of electronics and other components, accelerating broad-based inflation as well as the potential for further impacts from the pandemic. While these challenges are not unique to Badger Meter or even our industry, the ongoing headwinds have the ability to impact top line growth rates and exert increasing margin pressures. The breadth of these challenges is greater than what we've experienced previously, but the playback -- playbook for addressing them is not new. Finally, I want to mention our work with AT&T on the connected climate initiative they launched in August. We are one of the several partners that AT&T highlighted for our efforts to reduce the impact of climate change via the the water and energy savings associated with our smart water offerings. Using infrastructure free cellular technology in our ORION LTE-M radio, enables our AMi solutions to deliver more resilient, efficient and sustainable water solutions. ","badger meter q3 earnings per share $0.54. q3 earnings per share $0.54. q3 sales $128.7 million versus refinitiv ibes estimate of $127 million. anticipate component shortages and lengthened lead times will ease over time, but assume they will persist well into 2022. " "And while we believe our assumptions are reasonable, there are a variety of reasons actual results may differ materially from those projected. I'm -- as is our custom, we will go through market conditions here in the islands. If you look at the unemployment slide here, you see that the economy here in the islands is steadily improving, are really being driven by a nice improvement or regaining traction in the visitor industry, as well as improvement in what we call the local economy. UHERO's economic pulse indicator, which is a high frequency aggregation of numerous data points, has basically the local economy now at 72% versus pre-pandemic levels. A quarter ago, I think we reported 62% to you, so sized [Phonetic] improvement there. And you see all of this relating into better unemployment rates. Unemployment now is down to 7.7%, the fifth consecutive month of declines. The real estate market here in the islands like many markets is very strong. Oahu's single-family homes were up; in terms of sales, 49% June versus June a year ago. Sales price -- median sales prices were up 27%, and inventories are very constrained. So median days on market are down 60% from a year ago to eight days and months of inventory is down 52% from a year ago to 1.2 months of inventory. The condominium sector here on Oahu, similar story, a little bit more muted though, but sales up 134% June on June. Median sales price is up 9% and inventory conditions very similar to the single-family home market. So a very strong real estate sector here on Oahu and generally, throughout the Hawaiian Islands. The visitor industry, as I mentioned, is doing quite nicely. So you see this chart here really since the relaunch of our -- or the launch of our Safe Travels program, visitor arrivals have increased substantively, basically now approaching pre-pandemic levels. Airlift is a great story in June. Actually, we had 1,027,000 seats into the islands, which is a 14.3% increase from June of 2019, and July and August forecasts are even more robust than that. So the airlines are doing their jobs. Arrivals are looking good. The most recent data we have from the Hawaii Tourism Authority has arrivals at 74% of 2019 levels, so pre-pandemic levels. Visitor days at 83%, pre-pandemic levels. And expenditures at just under 80% of 2019 levels. And we have reason to believe that the balance of the summer, June, July and August should eclipse those numbers as well. Hotels are doing quite nicely. As of June, we're back up to about 97% of our room stock back in service. Occupancies are running at 77% statewide versus 84% pre-pandemic in 2019. Average daily rates were very robust at $320 for June versus $280 for the same month in 2019. So, if you can believe it, RevPAR, or revenue per available room, is actually higher as of June of this year than it was in June of 2019 at $246 per available room versus $235 per available room June of 2019. So, very strong performance in the hotel sector. And forward bookings, just talking to a number of professionals in the industry, seems to be very strong as things stand right now. The COVID condition here in the islands is reasonably good. Rolling seven day averages have us in the top half of the country. Although we are concerned like most other marketplaces over the emergence of the Delta variant. And vaccinations, for the most part, have gone well. So, we're in the 36 percentile of the country and hopefully -- obviously like most marketplace, we would love to get that number higher. So, that's a synopsis of the marketplace. Growth from core customers remained solid in the second quarter. Core loans net of PPP waivers increased by $113 million, or 1%, in the quarter and by $250 million year-over-year. Waivers on PPP loans have accelerated and resulted in a net decline of $212 million in the quarter. Our strong deposit growth continued, increasing $613 million, or 3.1%, linked quarter and $2.7 billion, or 16%, year-over-year. With the loan to deposit ratio of 60%, our strong deposit base remains a stable source of liquidity. Together with our healthy cash balance of $910 million at the end of the quarter, we maintain significant flexibility for further loan and investment growth, and we continue to deploy liquidity to support net interest income as well as mitigate the impact of near-term rate pressures. Consistent with this strategy, we added $1 billion of liquid and safe investments to the portfolio, increasing total balances to $8.5 billion. Net income for the second quarter was $67.5 million, or $1.68 per common share, up from $59.9 million in the first quarter and $38.9 million in the second quarter of 2020. Net interest income in the second quarter was $123.5 million, up from $120.6 million in the first quarter and down from $126.7 million in the second quarter of 2020. Included in the second and first quarters' net interest income were $3.8 million and $0.9 million, respectively, of accelerated loan fees from PPP loan waivers. Included in the second quarter of 2020 net interest income was an interest recovery of $2.9 million. Adjusting for PPP loan forgiveness, net interest income was slightly higher than the first quarter as the impact from lower interest rates was offset by the deployment of liquidity. As Mary will discuss later. we recorded a negative provision for credit losses of $16.1 million this quarter. Noninterest income totaled $44.4 million in the second quarter, up from $43 million in the first quarter and down from $51.3 million in the second quarter of 2020. Included in the second quarter were gains of $3.7 million from the sale of investment securities. Included in the second quarter of 2020 was a gain of $14.2 million from the sale of our remaining Visa shares. Adjusting for these changes, the decrease from the first quarter was due to lower mortgage banking income, primarily from the impact of rate volatility on MSR valuations. In the second quarter, we recorded an MSR impairment of $1.1 million versus a recovery of $2.2 million in the first quarter. Adjusting for the MSR valuations, mortgage banking income was up about $400,000 quarter-over-quarter. Partially offsetting the MSR valuation impairment or higher service charges and other transaction fees, the increase from the second quarter of 2020 was mainly due to an increase of $5.4 million from fees on deposit accounts and other service charges due to the reopening of the economy. We expect noninterest income will be approximately $42 million to $43 million per quarter for the remainder of the year from the increasing deposit fees, service charges and other transaction fees from the improving economy. Noninterest expense in the second quarter totaled $96.5 million. The second quarter's expenses included charges of $3.2 million related to the early termination of repurchase agreements and term debt and a $3.1 million benefit from the sale of property. The termination of the repos and term debt allowed us to reduce our non-core funding, reposition some securities at a net gain and increase our net interest income. With the improving economic provisioning and earnings outlook for 2021, accruals for corporate incentive compensation are back to pre-pandemic levels and were $3.2 million higher than the second quarter of 2020. In the second quarter of 2021, we also experienced higher levels of variable expenses from rising production, as well as continuing investments in innovation initiatives. The remaining core expenses were nearly flat with expenses from the second quarter of 2020 and overall expenses continued to be managed in a disciplined manner. Excluding one-time items, our normalized full year noninterest expense projection, including restoration of corporate incentives, remains approximately $385 million, with the third and fourth quarter expenses being approximately the same as the second quarter at $96 million to $97 million. The effective tax rate for the second quarter was 22.84%. Currently, we expect the effective tax rate for 2021 will be approximately 24%, driven by higher pre-tax income. Our return on assets during the first quarter was 1.23%. The return on common equity was 19.6%. And our efficiency ratio was 57.47%. Our net interest margin in the second quarter was 2.37%, a decline of 6 basis points from the first quarter. The decline in the margin in the second quarter reflects the ongoing impact from the strong deposit growth and lower rates, partially offset by deployment of liquidity. We expect the margin will decline approximately 5 basis points to 6 basis points in the third quarter, primarily due to the continued deposit growth and the recent decrease in long-term rates, then stabilize in the fourth quarter. Net interest income in the third quarter will be approximately flat to slightly higher than the second quarter. The increase in NII is expected from continued balance sheet growth, deployment of excess liquidity and stable interest rates, but we remain asset sensitive and are well positioned for higher rates. These estimates exclude the impact of PPP loan prepayments, which have been volatile and unpredictable. We strengthened our capital levels through our very successful issuance of $180 million in preferred stock. The addition of preferred capital together with our strong earnings increased our Tier 1 capital and leverage ratios to 13.9% and 7.31%, respectively, adding to our excess levels. We are well positioned for continued growth over and above the strong deposit growth of $4.4 billion we've already absorbed into our balance sheet since the beginning of 2020. During the second quarter, we paid out $27 million, or 40%, of net income in dividends. Our strong capital levels and income generation will enable us to restart the share repurchase program this month, which has been suspended since the first quarter of 2020. The remaining share buyback authority is $113 million. And finally, consistent with our improving income levels, our Board declared a dividend of $0.70 per common share for the third quarter of 2021, an increase of $0.03 per share. At the end of the quarter, customer loan balances on deferral were down 88% from their peak to 1.8% of total loans. You'll recall, given we had the capacity to do so, we elected to partner with our customers through this unprecedented event and provided extended relief primarily through principal deferrals on low margin real estate. Accordingly, 93% of loans remaining under deferral are secured, with our consumer residential deferrals having a weighted average loan-to-value of 68%, and our commercial deferrals having a weighted average loan-to-value of 46% with 97% continuing to pay interest. Return to payment performance previously deferred loans has continued to be strong with less than 1% of these customers delinquent 30 days or more at the end of the quarter. Credit metrics remained strong and stable in the quarter. Net charge-offs were $1.2 million as compared with net charge-offs of $2.9 million in the first quarter and net charge-offs of $5.1 million in the second quarter of 2020. Non-performing assets totaled $19 million, up $1.1 million for the linked period and down $3.7 million year-over-year. Loans delinquent 30 days or more were $29.8 million or 25 basis points of total loans at quarter-end, down $10.1 million for the linked period and up $6.3 million from the second quarter of last year. Criticized exposure continued to decrease during the quarter, dropping from 2.6% of loans to 2.17% of total loans. As Dean noted, we recorded a negative provision for credit losses of $16.1 million. This included a negative provision to the allowance for credit losses of $16.8 million, which with net charge-offs of $1.2 million reduced the allowance to $180.4 million, representing 1.5% of total loans and leases or 1.56% net of PPP balances. The decrease in the allowance is reflective of the most recent UHERO economic outlook and forecast for our market, coupled with our credit risk profile. The allowance does continue to consider and provide for the potential downside risk inherent with the pandemic. The reserve for unfunded credit commitments was $4.5 million at the end of the quarter with a provision of $1.5 million made to fund the linked-period increase. We are now happy to answer any questions you may have. ","compname posts q2 earnings per share $1.68. oration second quarter 2021 financial results. q2 earnings per share $1.68. " "A summary of these risks can be found on the second page of the slides and a more complete description on our annual report on Form 10-K. We will also be referring to several non-GAAP measures, which we believe provide investors with a more complete understanding of Broadridge's underlying operating results. I'll begin with an overview of our key messages and some highlights from our strong first quarter. Next, I'll provide an update on execution against our growth strategy across our three franchises. Finally, I'll close with some thoughts on how Broadridge is continuing to drive long-term sustainable growth. Our first quarter results marked a strong start to the fiscal year. Recurring revenues rose 16% and adjusted earnings per share rose 9%. Second, our top line growth continues to be propelled by a combination of our own actions and strong underlying market trends. The biggest driver of our 7% organic growth across all three of our businesses was the onboarding of closed sales as we continue to convert our $385 million backlog into recurring revenue. We also benefited from the continued tailwind of very healthy position growth in governance, driven by ongoing trends. Third, we continue to execute on our long-term growth plans across our governance, capital markets and wealth and investment management franchises. I'll provide an update on our execution steps in a few moments. Finally, our strong start to the year puts us in a very good position to reaffirm our full year guidance, including 12% to 15% recurring revenue growth and 11% to 15% adjusted earnings per share growth. It also keeps us on track to deliver at the higher end of our 3-year growth objectives. Beyond those three-year objectives, we are focused on delivering sustainable long-term growth driven by ongoing industry trends and investments across our governance, capital markets and wealth franchises and in turn, generating consistent top quartile shareholder returns. Generating those returns requires consistent execution. Our governance business had a very strong first quarter. ICS recurring revenues rose 11% to $410 million. As I noted earlier, the biggest driver of that growth was revenue from closed sales. The other key driver continued to be position growth, which reached 39% for equity proxies in a small quarter, and 9% for funds and ETFs. In equities, the growth continues to be broad-based across all market caps in multiple industries. In funds, much of the growth is being propelled by ETFs. Over the past decade, the number of both equity and funded ETF shareholders has risen at a high single-digit rate, propelled by the ongoing democratization of investing. We're also extending our governance franchise to enable voting choice. Many of you saw the announcement from BlackRock a few weeks ago that they will implement pass-through voting for their institutional investors. Climate change and ESG more broadly are becoming increasingly important to investors, and they're demanding to have greater transparency and voice in the actions that companies they own are taking to address these issues. Broadridge is playing a key role in helping BlackRock implement this important change. We have been working with them over an extended period to leverage our infrastructure to enable pass-through voting. It's a great example of how our expertise in managing preferences and voting and our 24/7 SaaS platform is helping our fund industry clients. Given the increasing importance of ESG, we're hearing from others in the industry, seeking to offer a similar service to their clients over time. Moving to capital markets. We continue to make progress in growing our franchise with revenues rising 34% to $209 million driven primarily by the integration of Itiviti, which is going well. Our newly combined capital markets team has hit the ground running in finding complementary product opportunities that leverage our pre and post rate expertise and client reach. For example, we recently announced the integration of Itiviti's NYFIX solution with Broadridge's buy-side portfolio order and investment management system. This will enable Broadridge's clients to achieve greater automation in their post-trade workflows and is a tangible step toward integrating our solutions across the trade life cycle. Outside of Itiviti, we brought live another large U.S. bank with a global business to our GPTM capital markets technology platform. The first phase of this onboarding, covering global fixed income, is a result of over two years of platform investment. We expect to roll out additional phases, including the expansion of equities over the coming quarters. In wealth and investment management, revenues rose 6% to $131 million. We continue to make steady progress in developing our Broadridge wealth management platform, while also delivering component solutions. For example, we were recently selected by a leading Canadian pension plan to leverage our investment management private debt and loan solutions to help them manage their alternative asset portfolio. I want to wrap up by giving you my perspective on what our continued execution means for Broadridge and our investors. Our strong first quarter results reflect the underlying growth trends powering our business and the execution of the clear growth plan we laid out at our Investor Day 11 months ago. We're extending our governance capabilities to cover more investors, more geographies and more issuers. We're building the data-driven solutions for the fund industry and the digital communications infrastructure that helps companies increase the effectiveness and lower the cost of their client communications. We're growing our capital markets franchise by adding new clients under our platforms and integrating the front office capabilities we acquired in Itiviti. And we're building our wealth and new management franchise by adding more component solutions and creating a next-generation wealth management technology platform. The critical factor underlying all this execution has been and will continue to be investment in our technology and digital platforms. We're pursuing a $52 billion market opportunity that's continuing to evolve. The long-term trends driving that evolution, including the ongoing democratization of investing, which in turn is driving and being driven by greater digitization, were only accelerated by the pandemic. Those same trends are powering our growth and creating an imperative for investment by our clients in the next-generation technology we provide. We're all hearing a lot these days about the ""democratization"" of investing. But what we are seeing now is a continuation of a 50-year trend driven by the ongoing combination of new technology and reduced trading costs. These forces have led to continued innovation from discount brokerage to online trading, to 401s, ETFs and managed accounts. More recently, modern user interface, 0 commission trading and the pandemic have accelerated this long-term trend. Together, these forces have made investing consistently more cost-effective and more accessible for more people. For Broadridge, this has supported high single-digit growth over the last decade in the number of positions we serve. Going forward, more innovations, including direct indexing, will support continued growth. So we expect that same high single-digit growth for many years to come. It's worth noting that democratization is also playing a part in the increasing importance of ESG, which further underlines the importance of what Broadridge does. As new investors come to the market and new innovations drive increased diversification, it's critical that investors get to shareholder disclosures and other communications they need to make informed decisions. Investors are also seeking to exercise their vote on how issuers and funds should approach ESG issues. Our 24/7 SaaS technology platform plays a critical role in powering that system of corporate governance. And these trends are making governance, voting and disclosures an even more important part of the investment process. We have built that platform through continuous innovation and investment to link tens of thousands of corporate issuers and funds with hundreds of banks and broker-dealers and tens of millions of institute individual investors. Our platform is constantly monitoring and validating positions across more than 100 million retail and 270,000 institutional accounts. Every day, we collect, maintain and manage the investor preferences that are critical to driving digital distribution. Doing so effectively and securely requires investment in continuous monitoring to provide the highest levels of data security. It also requires us to serve our bank and broker-dealer clients with co-branded communications, client service and integrated billing and collections that greatly simplify the entire ecosystem. As a result, we've built a 24/7 proxy and fund information infrastructure, which delivers highly accurate voting for thousands of annual meetings and whose efficiency saves funds and corporate issuers hundreds of millions of dollars each year. So we will continue to invest in extending that network to enable expanded voting, enhance shareholder communications and to better gather and share data analytics that helps funds and issuers better understand changes in their investor base. Digitization is the second trend that's been accelerated by the pandemic and which is driving our growth. It's reducing costs for our clients, broadening their reach and accelerating processes from account opening to trade settlement and communications. It's being facilitated by the rapid adoption of next-generation technologies. The move to the cloud enables a scalable and variable cost computing architecture, which is changing our clients' business models. Data, analytics, and AI are transforming how clients make decisions and power their investment processes. The move to digital technology and financial services has been both a driver and beneficiary of market democratization. Financial services need technology and scale to compete in today's complex markets, and Broadridge provides both. Our SaaS technology is an on-ramp for accelerated digitization with next-generation technology. We're delivering blockchain solutions to the repo market, AI-driven trading to fixed income and enhanced virtual and new meeting experience among many other examples. Bringing new technologies to our clients with mutualized solutions at scale is a core part of our strategy. Past investments have put Broadridge in a position to help our clients today. With the acceleration of democratization and digitization, the opportunity to invest for the future is as high as ever. We're investing to build new platforms and solutions, including our Broadridge wealth platform. Consistent with our history, we'll also actively seek out M&A opportunities that meet our strategic and financial criteria. Collectively, this investment strategy has and will continue to extend our capabilities in governance, including data analytics, capital markets, including most recently phone office trading and wealth and investment management. I'm confident that these investments will only further strengthen our position as an innovation enabler for our clients and reinforce our long-term growth. Finally, any focus on sustainable, long-term growth must be grounded in meeting the needs of all stakeholders. At Broadridge, that focus starts with our culture, anchored in the service profit chain that puts associate engagement at the core of our business approach. It extends to our clients and communities as well as our shareholders. I encourage you to read our recently released sustainability report. You'll learn about how we are building the most engaging workplace for the most talented associates in our industry, the efforts we make to keep our clients' data secure, our success in reducing greenhouse gas emissions and much more. They are the foundation of our success. Let me briefly sum up. Broadridge delivered a strong quarter driven by continued execution and powerful underlying growth trends. We are executing on our long-term growth strategy and are committed to making investments that will create additional opportunities. And we're doing it the right way by also driving associate engagement, making a positive impact on our communities, reducing our environmental footprint and improving the financial lives of millions. I'm confident that Broadridge is on track to achieve the higher end of our three-year growth objectives and is well positioned to drive sustainable growth for the long term. And now let me turn to Edmund for a review of our financial results. As you've just heard from Tim, we are pleased with how our strategy is progressing. It's good to be here to discuss another quarter of strong financial performance, driven by new sales, strong underlying volume trends and the acquisition of Itiviti. You can see that strong performance in the financial summary on slide seven, which shows that recurring revenues grew 16% to $751 million. Adjusted operating income rose 17% to $177 million, with AOI margins flat to last year at 14.8%, reflecting our continued ability to find efficiencies and gain operating leverage through our scale, allowing us to invest in our technology and digital platforms. That growth in operating income was partially offset by higher interest expense related to financing the Itiviti acquisition. As a result, adjusted earnings per share rose 9% to $1.07. Let's get into the details of those results, starting with the recurring revenue on slide eight. Recurring revenues grew from $650 million in Q1 '21 to $751 million in Q1 '22, an increase of 16%. Organic recurring revenue grew at 7% and came in at the high end of our 5% to 7% three-year objectives, reflecting the continued momentum from our sales and revenue backlog and increased investor participation. The contribution from acquisitions, primarily our continued success integrating Itiviti, added another nine points to recurring revenue growth. We reported double-digit recurring revenue growth in both of our segments. ICS recurring revenue grew by 11%, all organic, to $410 million, propelled by a combination of new sales and strong volumes. Regulatory revenues rose 23% to $165 million, powered by higher mutual funded ETF communications, strong equity position growth in the U.S. and closed sales revenue. Growth was also strong in our international proxy business led in part by strong performance in Canada. Our issuer business also contributed to our overall growth rate to strong sales of our disclosure products. And as expected, we are also benefiting from high retention of our virtual shareholder meeting solution. Data-driven fund solutions revenue grew 5% to $83 million, boosted by an increase in revenue from assets under administration and revenue from new sales of our data and analytics products. Finally, customer communications revenues rose 2% driven by new sales and growth in digital. In turning to GTO, recurring revenues grew 21% to $341 million and 2% organic. Wealth and investment management revenues rose 6%, driven by the onboarding of new component sales and higher retail trading. Capital Markets revenues increased 34% as we benefited from a full quarter of Itiviti revenue. Excluding Itiviti, organic growth was slightly negative as lower license and consulting revenue was offset by strong revenue growth from new business, including revenues from onboarding of the major U.S. bank that Tim mentioned. Going forward, we expect revenue from closed sales, fueled by our healthy revenue backlog, will drive strong growth over the balance of the year. Broadridge continued to benefit from strong volume trends in the first quarter. The biggest driver of our internal growth was mutual fund and ETF record growth, which rose 9% driven by healthy markets and strong inflows. Equity record growth was 39% in a seasonally small quarter. So keep in mind that the first quarter historically represents approximately 5% of full year equity communications with more than 80% coming in the fiscal third and fourth quarters while mutual funded ETF communications are more balanced through the year. Looking ahead, our testing of record positions is showing continued strong growth trends in the seasonally larger second half with high single-digit growth indicated for both equities and funds. On the bottom of the slide, we saw a modest 2% increase in our trading volumes as higher fixed income volumes were offset by lower equity volumes. Our outlook for the balance of the year assumes flat trading volumes. Turning to slide 11, where we summarize the drivers of recurring revenue growth. Recurring revenues rose 16%, powered by 7% organic growth and nine points from acquisitions. Revenue from closed sales was the biggest driver of our organic growth. We saw strong contribution from sales across both ICS and GTO. Our recurring revenue retention rate remained unchanged at 98% and internal growth contributed another two points as growth in ICS outpaced the decline in GTO. Itiviti was the biggest driver of our acquisition growth, contributing $54 million of growth with a much smaller contribution from the tuck-in acquisitions we made late in Q4 and in early Q1. Total revenue growth was 17% as strong recurring revenue growth was accompanied by four points of growth from higher distribution revenue and three points from event-driven revenues. Low to no margin distribution revenues grew 11% year-over-year, primarily resulting from the higher customer communications mailings. Higher postage rates were a small factor in the first quarter but will be a more significant contributor to distribution revenues for the remainder of the year. So we expect continued high levels of distribution revenue growth for the full year. And as I've previously noted, over the long term, we expect that the share of distribution revenue as a percentage of total revenue will continue to decline as we remain focused on growing recurring revenue. Event-driven revenues rose to $76 million in the quarter, driven by higher mutual fund proxies. Q1 '22 did benefit from a large fund proxy that was originally expected in Q3 '22. Despite this timing benefit and given the strong start to the year, we now expect event-driven revenues for the full year to be modestly ahead of our $220 million seven-year average. For modeling purposes, we're expecting Q2 to Q4 to be in line with our $55 million seven-year quarterly average. Rounding out revenue drivers, changes in FX contributed one point to our growth. You can find our comparable revenue, segment profitability and closed sales numbers for fiscal '20 and '21 in the eight-K we filed at the end of September and in the appendix to these slides. So let's now move to margins on slide 13. Adjusted operating income margin was flat at 14.8% in the first quarter. The positive impact of strong recurring and event-driven growth was offset by growth investments and an increase in low-margin distribution revenue. We continue to expect AOI margin of approximately 19% for the full year as we benefit from the higher-margin Itiviti revenues and continued margin expansion in our organic business, offsetting the greater-than-expected higher growth and low margin distribution revenues. Moving on to close sales on slide 14. Closed sales of $30 million were essentially flat year-over-year. And closed sales were balanced across both our ICS and GTO segments, and we continue to see over 2/3 of our sales in smaller core deals, those under $2 million in annualized value. That gives us confidence in the broad demand and long-term growth of our digital products. We remain on track to deliver $240 million to $280 million in closed sales for the full year. And finally, cash flow and capital allocation on slide 15. Broadridge's cash flow generation is typically negative in the fiscal first quarter and strengthens throughout the year, and Q1 '22 was no exception with negative free cash flow of $151 million. Turning to uses of capital, we continue to invest in our long-term growth. A big part of that investment is the technology platforms we're building in capital markets and wealth. These new platforms require upfront investment to build new capabilities and convert new clients. We invested $82 million in our platforms during the first quarter. Our investment in our next-generation wealth management platform is an important part of that, but we're also investing in other platforms such as our global post-trade management or GPTM solution. All of these investments are tied to long-term client contracts and strengthen our capabilities across capital markets and wealth management. We will continue to prioritize these internal investments in our technology platforms as part of our capital allocation model. And we're excited about the growth from new client revenues as we convert clients onto the new platforms. As we integrate Itiviti, continued M&A remains a focus. During the quarter, we had a modest minority investment and invested $13 million in a pair of tuck-in acquisitions within our capital markets business. Looking forward, you can expect us to continue investing in our platforms and allocating capital to targeted M&A opportunities that meet our high strategic criteria and financial profile. And we will continue to return capital to shareholders, primarily through our dividend, as we remain focused on paying down debt and maintaining an investment-grade credit rating. We are reaffirming our full year guidance on all of our key financial metrics. We continue to expect 12% to 15% recurring revenue growth, adjusted operating income margin of approximately 19% and adjusted earnings per share growth of 11% to 15%. I'll note that over the last five years, the first half has typically represented less than 30% of our full year adjusted EPS, and I expect that trend to hold in fiscal year '22. Finally, as I noted earlier, we expect closed sales in the range of $240 million to $280 million. And with that, let me reiterate today's key messages. Broadridge delivered strong first quarter results with 16% recurring revenue growth driven by new sales, strong underlying volume trends and the acquisition of ltiviti. We are reaffirming our guidance for a strong fiscal year 2022, and we are investing in our business as we pursue our $52 billion addressable market. As a result, we are well positioned to deliver at the high end of our three-year objectives, and we see a long run rate for continued growth. ","q1 revenue rose 17 percent to $1.193 billion. reaffirming fiscal year 2022 financial guidance. " "There are certain risks and uncertainties, including those disclosed in our filings with the SEC that may impact our results. During our call today, we will make reference to non-GAAP financial measures. The third quarter was another outstanding quarter for our company, as we achieved our fifth straight quarter of exceptional results since reopening our properties last spring, this sustained level of strong performance is a direct result of the fundamental changes we made to our operating philosophy last year. Upon reopening, we sharpened our focus on driving play from our most loyal guests. We streamlined our cost structure, and we adopted a more efficient approach to doing business that touched every part of our operations. Our record third quarter performance and our results over each of the last five quarters attributes to the transformation of our business model, and the disciplined approach we have taken to operating our business. These exceptional results have significantly enhanced our free cash flow and strengthen our balance sheet with our leverage declining to 2.5 times at the end of the third quarter. As a result of our strong financial position and our prospects for continued growth our Board of Directors has authorized a share repurchase program of $300 million allowing us to return a portion of our robust free cash flow to our shareholders. So let's review the operating performance and helped to make this possible. For the second straight quarter revenues exceeded both 2019 and 2020 levels setting a new third quarter record, strong flow through resulted in an adjusted EBITDAR of more than $340 million, also a third quarter record. Our quarterly EBITDAR was 42% higher than the third quarter of 2020 and 60% higher than the third quarter of 2019, and our companywide operating margins exceeded 40% for the second straight quarter. Our third quarter margin grew nearly 400 basis points over last year's record, and is up more than 1,400 basis points from 2019. Every segment of our business contributed to this outstanding performance, as we set new third quarter EBITDAR record in each of our three operating segments. In our Las Vegas Locals segment revenues grew 35% over last year and EBITDAR was up almost 60%, operating margins exceeded 54% and have been at or above the 50% mark every quarter of this year. In Downtown, Las Vegas, we posted record third quarter EBITDAR of $13.2 million on margins of 31%. This is a substantial improvement over the EBITDAR loss we reported a year ago and is up double digits over our record third quarter 2019 results. And in our Midwest and South segment, we set new third quarter records for both revenues and EBITDAR, as EBITDAR grew 22% over prior year and 42% from 2019. This strong performance was broad-based, as 11 of our 17 regional properties set new EBITDAR record for the third quarter. Nationwide, of the 26 properties that were open the entire quarter 21 grew EBITDAR by double digits over last year, with 18 setting new third quarter EBITDAR records. As I mentioned earlier, the record levels of revenues, EBITDAR and margins we have produced throughout 2021 are the result of deliberate actions we have taken since reopening last year including focusing on the right customer transforming our operating model and implementing new capabilities and refinements throughout our business, and we are continuing to implement initiatives and technologies to enhance customer convenience, build loyalty, streamline processes and reinforce our operating efficiency. An example of this is our BoydPay cashless technology, which is now live at 11 properties in four states. While initially BoydPay was focused on our slot product we are quickly expanding BoydPay's capabilities to other areas both gaming and non-gaming. In the next several weeks, we will be expanding BoydPay to the majority of our restaurants in Las Vegas. In addition, we recently launched a field trial for BoydPay at table games in Nevada, with Pennsylvania soon to follow. Our goal is to create a tool that will make it easier for our guests to make wagers and pay for non-gaming amenities right from their smartphone. We're making excellent progress toward this objective and expect BoydPay will become available at every Boyd Gaming property next year pending regulatory approvals. We're also using technology to create new revenue opportunities and enhance the guest experience in other ways as well. For example in Nevada, we recently relaunched Boyd Sports offering an unmatched selection of bidding opportunities through the most expansive wagering menu in the state. We're pleased with the customer reception so far with strong increases in activity from both new and reactivated guests. Beyond these new initiatives we also have additional organic growth opportunities available throughout our operations. Across the country many of our hotels have been running below capacity since reopening due to a tight labor market. As a result, we've not been able to accommodate many rated customers who have established gaming histories with us. As the labor market normalizes, we will be able to bring more hotel rooms online driving gaming revenue growth from these customer segments. In Downtown Las Vegas, we anticipate continued growth as tourism throughout the city recovers and Hawaiian visitation improves, and we also have opportunities for future growth in our mid-week business and our meeting and convention business. Overall, we expect to see further recovery in visitation throughout our portfolio, as restrictions are lifted, COVID numbers improve and travel resumes. On top of our organic growth opportunities we are well positioned for further gains in the digital space. We view online gaming and online casinos in particular, as a strategic growth opportunity for our company. With gaming operations across 10 states and a strong player loyalty program, we have the foundation to build a robust digital complement to our land-based casino operations. Our iGaming operations are off to a good start in both, Pennsylvania, New Jersey, where our Stardust branded online casinos have delivered strong results since launching in April. Expanding our iGaming operations is a strategic priority for our company, and we will look to further build our online casino capabilities and geographic presence over time. In sports betting our partnership with FanDuel continues to grow, our current focus is Louisiana where we are preparing to launch sports betting at our five properties in that state by year-end pending regulatory approval. Once live this will extend our partnership with FanDuel the six of our nine regional states. In all, we expect our digital operations including sports, casino, and social casino will generate more than $20 million in EBITDAR this calendar year. Digital is a profitable business for us today, and there will be an increasingly important part of our overall strategy in the years ahead, generating incremental revenue and EBITDAR for our company, expanding our customer base and importantly building loyalty among our guests by providing us another opportunity to engage with them. We also continue to benefit as a 5% equity partner in FanDuel's accelerating expansion across the country and their position, as one of the leading online sports and casino operators in the country. Since our last call FanDuel launch new sports betting operations in Arizona and Connecticut, and expect to go live in Maryland, Washington State and Wyoming by the end of the year. Sports betting operations in 15 states by year-end FanDuel is a clear leader in the expansion of digital gaming, and we are participating in its success as an equity owner and a partner. While the opportunity in digital is substantial we also have strategic opportunities to further expand our traditional gaming operations. In Northern California construction on the Wilton Rancheria tribe Sky River Casino was progressing. Steel Structures topped off last month, and we are quickly moving forward both exterior and interior construction. This project remains on time and on budget, and we are on track to open Sky River early in the fourth quarter of next year. And in Louisiana we continue to make progress on development plans for a new land-based facility of Treasure Chest Casino featuring expanded gaming space and significantly upgraded non-gaming amenities. Treasure Chest has been a strong performer for years and this project will allow us to further enhance the property and it was already producing strong results. Before turning it over to Josh, I want to provide an update on our ESG initiatives. Since issuing our first ESG report earlier this year, we've convened teams of corporate and property executives to focus on a number of strategic ESG initiatives including reducing our water and energy consumption, lowering our carbon footprint, encouraging employee volunteerism and workplace giving enhancing the diversity of our workforce and refine our responsible gaming efforts. We look forward to providing you with an update on our progress in next year's ESG report. We also continue to support our communities during times of need, as we did after Hurricane Ida struck South Louisiana in late August. To assist our South Louisiana communities with the recovery effort Boyd Gaming made a significant contribution to our partners at Second Harvest Food Bank helping them provide much needed food and water to thousands of local residents in the immediate aftermath of the storm. At the same time, we extended full pay and benefits to our team members of Treasure Chest and Amelia Belle while those properties were closed following the storm. We also provided immediate cash benefits to all of these employees, and we are providing additional relief as needed through the Boyd Gaming Team Member Crisis Fund. Giving back to our communities, and being a responsible corporate citizen have always been core tenants of our company, we were proud to uphold our commitment after Hurricane Ida, and we will continue to honor that commitment as a central part of our company's ESG philosophy. In summary, after our fifth strong quarterly performance in a row, we have great confidence in our future and our ability to grow our business. Our restructured operating model and our tight focus on the right customer are delivering exceptional results. Companywide EBITDAR has exceeded the $1 billion mark in just nine months with margin, significantly higher than pre-closure levels. We're confident that this level of performance is sustainable and that we will maintain much of the margin improvements we have achieved over the last 18 months. Our free cash flow has more than doubled and our balance sheet is the strongest it has ever been, giving our Board the confidence to authorize a new share repurchase program, and we have opportunities for incremental growth ahead. As the pandemic fades, additional visitors will return to our properties. As the labor market normalizes, we will be able to bring more hotel rooms online increasing our capacity to host profitable customers, and we will further leverage our nationwide portfolio our extensive customer database and our partnership with FanDuel to continue expanding our digital business. We are well positioned for the future. And while our recent success, as a result of our transformed operating strategy has also attributed to the strength of the entire Boyd Gaming team. Our team members are successfully executing the strategy that is creating these exceptional results. I cannot say enough about their dedication and effort over these past 15 months in dealing with the COVID pandemic and an uncertain environment. It is an honor to lead this team, and we look forward to continued growth and success in the months and years ahead. Results for the third quarter and year-to-date have been truly outstanding. Our performance reflects a transformed operating philosophy that we implemented after reopening our properties in the third quarter of last year focused on building loyalty and efficiently serving our core customer. This operating philosophy structurally changed how we execute our business including reevaluating our approach to marketing, as well as scrutinizing every other facet of our operation. And as you've seen in our results we have consistently executed this strategy for five quarters generating revenues that are now surpassing 2019 levels with significantly higher EBITDAR across our business. And as Keith mentioned, we are optimistic about our future, as we have multiple avenues for continued growth, as well as confidence that we will continue to operate at higher levels of margin. Today, we are financially a much stronger company, and at any point in our history. Total EBITDAR over the last 12 months surpasses $1.2 billion and leverage at the end of the third quarter was 2.75 times and expected to further decline by year-end. As a result of our strong operational performance, we are now generating robust levels of free cash flow, approaching $700 million over the past 12 months. To reflect our confidence in the company's future our Board authorized a $300 million share repurchase program. This amount is an addition to $61 million remaining from a prior approval. Given our sizable and growing free cash flow, we will also continue to invest in opportunities to generate high returns for our company. These growth opportunities will be balanced with returning capital to shareholders and maintaining current levels of leverage over the long term. Operator, that concludes our remarks, and we're now ready to take any questions. ","board authorizes $300 million share repurchase program. " "New factors emerge from time to time and it's simply not possible to predict all such factors. On our call today, Allan will review highlights from the third quarter, our response to the pandemic and the strength of the new home market, and then recap our strategic objectives for the coming quarters. Bob will cover our third quarter results in greater detail as well as our expectations for the fourth quarter and the full year. I will then come back to provide an update on our land spending and balance sheet, followed by a wrap up by Allan. We generated very strong financial results in the third quarter with increases in both home closings and gross margins leading to nearly 40% growth in adjusted EBITDA. We also reported our highest third quarter net income in over 10 years. From a sales perspective, after weathering a very difficult environment in April, we experienced improved demand in May, which accelerated in June, leading to the best June sales pace we have generated in a decade. Together, these results have positioned us for a strong finish to our fiscal year. Last quarter, we outlined our initial response to the pandemic, highlighted by the priority we place on the health and safety of our employees, customers and trade partners. This continues to be our highest priority, with ongoing implications for every aspect of our business. In addition to our safety protocols, over the course of the third quarter, we reviewed and revised numerous operational and financial practices. There were three primary outcomes from these adjustments. First, we preserve liquidity by maintaining a full draw on our revolver until the end of the quarter. While this increased interest expense in the quarter, it ensured that we had substantial cash to deal with any potential disruption and closings. With strong sales and greater clarity around the operational environment, we fully repaid the revolver and do not currently intend to have it drawn other than for seasonal liquidity needs. Second, we paused land spending to apply new COVID-related risk criteria to our underwriting. Temporarily slowing land spending contributed to an increase in liquidity during the quarter. But more importantly, it allowed us to review every proposed transaction against new risks to employment, household income and supply. While our review resulted in us exiting a handful of positions, in the vast majority of cases, we were able to validate and renegotiate pending transactions. Going forward, we are confident we have a lot pipeline that supports our growth ambitions. And third, we improved the cost structure of the business. As we adapted to a new working environment, we realized there were opportunities for us to improve our cost structure without reducing our ability to sell and build a growing number of homes in the quarters ahead. That was important to us because we saw the demand was rebounding quite quickly. Prior to the COVID-19 pandemic, the new home market was very strong supported by wage growth, low unemployment, low mortgage rates, low housing supply and high consumer confidence. In late March, that momentum gave way to the pandemic. And in April, industrywide demand plummeted. But as you've heard and read, housing demand began recovering very quickly, and by June, was arguably better than prior to the pandemic. For you and for us, that raises two crucial questions. Where did this surge in demand come from? And is this sustainable? Only time will reveal the answers. But here is what we think is driving it and why it may last. First, low mortgage rates have gotten even lower. This is a real plus for buyers as it improves affordability, increasing access to new homes for all buyer segments, especially first-time buyers. Second, working from home and schooling from home have led to a massive reappraisal of shelter needs. Our buyers are telling us that new homes offer crucial advantages over most apartments and used homes, including more space, more flexible floor plans and better outdoor living features, plus they're move-in ready and don't require costly cleaning or time-consuming improvements. Third, the shift to remote work appears to be durable. Despite some challenges posed by remote work, both employees and employers have experienced an enormous boost to productivity arising from the elimination of commutes. Knowledge workers in particular are capable of working from completely different places, which can only benefit demand for new homes. And fourth, this may be the tipping point demographers have predicted for a decade, reflecting the moment that ownership-reluctant millennials embrace the inevitability and desirability of homeownership. This is our most speculative observation, but millennials represent about a quarter of the US population, so their housing preferences have to be watched very closely. Despite the many challenges presented by the pandemic, we see no reason to deviate from our longer-term balanced growth strategy, which targets a double-digit return on assets by growing EBITDA faster than revenue from a more efficient and less leveraged balance sheet. As we monetize our longer-term assets and increase the share of lots controlled by option, we will generate plenty of liquidity to both grow the business and remain on course to reduce our long-term debt below $1 billion. Finally, I want to express our corporate support for the elimination of prejudice, discrimination and injustice in our country. We have shared on social media a letter I wrote to our employees expressing both my personal views and our corporate commitment to addressing these issues in our company and our communities. I am extraordinarily pleased with the enthusiasm our team has shown to learn about and honestly discuss these issues. We are taking steps that will allow us to share the benefits of greater inclusion and diversity with our employees, customers, trade partners and shareholders. I know our efforts can make a difference. As Allan highlighted earlier, adjusted EBITDA in the quarter was up nearly 40% versus the prior year to $54 million. This performance was driven by strong results across our core metrics. Specifically, compared to last year, we grew homebuilding revenue by 10% to $532.5 million as we benefited from an 8% increase in closings combined with a 3% increase in our ASP. Our gross margin, excluding amortized interest, impairments and abandonments, was up approximately 180 basis points to 21.2%, driven by increased margins on spec homes and our ongoing efforts to simplify product and reduce incentives. This margin excludes impairments and abandonments associated with our reunderwriting process totaling $2.3 million. SG&A as a percentage of total revenue was 11.7%, down 50 basis points, even with $1.4 million in one-time charges associated with improving our ongoing cost structure. Total GAAP interest expense was up around $2.1 million, primarily due to our decision to carry a fully drawn revolver through nearly the entire quarter for liquidity purposes. Even with that, however, our cash interest expense was down $3.7 million as a result of our prior debt retirements and refinancing activities. Our tax expense in the quarter was about $5 million for an average tax rate of 24%. Taken together, we owned $15.3 million of net income from continuing operations or $0.51 in earnings per share this quarter, up $3.6 million versus the prior year. As clarity into market conditions has improved, we are comfortable offering the following guidance into our expectations for the full year and the fourth quarter. For the full year of fiscal 2020, we expect adjusted EBITDA to be up 5% to 10% compared to last year with a big improvement in gross margin more than offsetting the impact of fewer home closings. This would represent the second highest level of EBITDA we've produced in a decade. For the fourth quarter, the pandemic has impacted a variety of our operational metrics, particularly timing. For example, our beginning backlog is essentially flat to the level we had last year, but the stage of completion is very different. The COVID outbreak impacted the timing of both orders and spec starts during the quarter such that a larger than usual share of this backlog will deliver in the first quarter of fiscal '21 rather than the fourth quarter of this year. Accordingly, we expect our backlog conversion ratio will be in the low-70% range rather than the high-80%s like last year. Our margin expectations reflect the strength in demand that occurred during the third quarter and our cost improvement efforts. Specifically, we expect gross margins will be up at least 100 basis points to around 21% and SG&A will be down more than 5% on an absolute dollar basis. Finally, with our reunderwriting complete, a cash component of land spend will accelerate, likely exceeding $100 million. At the beginning of the third quarter, we owned or controlled more than a three-year supply of land based on our trailing 12-month closings. This position allowed us to pause land spending, assess the demand environment and reunderwrite land deals that were in process. This process resulted in modest land acquisition and development spending during the quarter totaling just under $56 million. With our reunderwriting process complete and demand improvements evident, we have resumed our regular land acquisition and development activity and expect to return to more normalized spending levels in our fiscal fourth quarter and into fiscal 2021. Of course, we'll take a disciplined approach given the ongoing spread of the coronavirus and the long-term impacts the pandemic may have on the economy. Strategically, we expect to sustain a lot position representing at least three years' supply with a growing share controlled by options, allowing us to better leverage our spend, improve return on assets and reduce risk. We ended the third quarter with over $400 million of liquidity, more than double this point last year. This reflected more than $150 million of unrestricted cash and no outstandings on our revolver. With a durable business model that mixes to be built and spec homes and a growing land positions supported by larger share of options, we expect to generate sufficient liquidity to both reduce borrowings and grow our business in the years ahead. We have no significant maturities until 2025 and our clearly defined deleveraging path includes $50 million term loan repayments in each of the next three years. After our upcoming September repayment, we will have just over $100 million remaining on our goal of bringing our total debt below $1 billion. The third quarter of fiscal 2020 was very successful. We increased closings and improved margins, driving both revenue and profitability growth. We also took steps to improve our business and ongoing cost structure. These results, coupled with the tremendous sales momentum that we experienced in the back half of the quarter, position us to realize the objectives of our balanced growth strategy. While there have been and will continue to be many challenges associated with operating during the pandemic, I'm very proud of our team for taking decisive steps to improve long-term shareholder value. It is because of them that I'm confident we have the people, the strategy, and the resources to navigate this fluid environment and execute our plan over the coming years. ","beazer homes q3 earnings per share $0.51. q3 earnings per share $0.51. qtrly homebuilding revenue of $532.5 million, up 10.4%. also announced retirement and succession plans for robert l. salomon, executive vice president and cfo. beazer homes usa - upon salomon's retirement, will be appointing david i. goldberg to serve as senior vice president and cfo. " "New factors emerge from time to time and it is simply not possible to predict all such factors. On our call day, Allan will review highlights from our fiscal 2020 and then discuss why 2021 will be an important inflection year for the company. Bob will cover our fourth quarter results in greater depth, and then I will then come back to provide our expectations for the first quarter of fiscal 2021 and provide an update on how our balance sheet, liquidity and land spending will support our growth objectives for 2021 and beyond. My comments will then be followed by a wrap-up by Allan. In the beginning of our fiscal year, we laid out three strategic goals for 2020. At that time, we had no idea the global economy would be turned upside down by a pandemic. But we have an exceptionally talented group of employees who had the creativity and the grit to reinvent many of our business processes to deal with this new environment. And it is because of them that I can tell you, we exceeded every one of our strategic goals. First, we grew our adjusted EBITDA by more than 10% as gross margins expanded to reflect the benefits of product simplification and the price improvements we achieved. Second, we generated a return on assets above 10%, up about 1 point from the prior year as we continue to grow EBITDA at a faster rate than our assets. And finally, we achieved a net debt-to-EBITDA below five times as we simultaneously retire debt and add it to our already strong liquidity position. Of course, some of the success can be attributed to the low mortgage rates and the big reassessment of living arrangements during the pandemic, but these results would not have been possible without the resiliency of our team. We entered the new year with the dollar value of our backlog, up an astounding 50%, giving us both visibility and confidence moving forward. But it's more than just our backlog that gives us confidence as many of the factors that contributed to sales strength last year remain in place. While demand likely won't remain as torrid as it has been in the last several months, we're optimistic that new home demand will remain strong. By historical standards, we've built far fewer new homes in the last decade than population growth, household formation or job growth would have predicted. And those families have been living somewhere. Now with remote work demonstrating long-lasting appeal, these deferred homebuyers are on our website, visiting our communities and buying our homes. They're finding that low rates have given them surprising purchasing power, but supply is highly constrained, and prices are rising as we work to offset higher land, labor and material costs. With this supportive backdrop, 2021 will be an important inflection year for the company. Over the last 10 years, as we've executed our balanced growth strategy, we've translated incremental gains and operating metrics into more than $200 million of improvement in adjusted EBITDA. At the same time, we've actually reduced our operating assets by about 10%. These efforts have led to big increases in profitability and returns, but very little new order growth. In fact, that has been the tension at the heart of our balanced growth strategy to improve profitability and returns while reducing debt at the same time. Over the last five years, we've spent nearly $2.3 billion on land and land development activity. That's a big-sounding number, but it was about $270 million less than the cash we generated from the land related to our home closings. So what did we do with that extra cash? We paid off debt. In fact, over that same time period, we spent about $450 million retiring and refinancing debt. Other than modest share repurchases, nearly all of the cash we generated was used to retire debt and build liquidity. That allocation of capital wasn't focused on top line growth, but it was the necessary and prudent course of action. It has radically reduced financial risk, lowered interest expense and accelerated our ability to use our deferred tax assets. The exciting news is that this year is different. Entering 2021, our liquidity and anticipated profitability are such that we expect to achieve the last leg of our debt retirement objective, which is to get total debt below $1 billion by the end of 2022 using only a portion of our future profits. This means we can reinvest all of the cash generated from operations, as well as the balance of our profitability for growth. Our balance sheet and lot position will not continue shrinking. That is a fundamental change in our capital allocation posture. After many years of hard work, we can now tilt our balanced growth strategy toward growth, while we have operational momentum and a supportive macro environment. Investors may wonder about the time lag between increasing investment and generating growth. Well it's true that land purchase this year is unlikely to contribute to this year's financial results, but our efforts to grow profitability will deliver results this year. For 2021, we're focused on achieving the following objectives, first, we expect to generate slightly higher EBITDA and double-digit earnings-per-share growth. Starting with a much larger backlog will help us overcome the reduction in community count we will experience this year. At the same time, we expect to increase our operating margin by delivering higher-margin homes and maximizing our overhead leverage. Earnings per share will benefit from significantly lower interest expense. Second, we expect to grow our total lot position. We'll achieve this through higher on spending and an even greater use of options, positioning us for community count growth. And third, we will continue to retire debt as we approach our deleveraging goal. Looking beyond this year, we're positioning our company for ongoing profitable growth, characterized by improving returns and funded with a less leveraged balance sheet. Looking at the fourth quarter compared to the prior year, new home orders increased nearly 40% to 2,009, driven by the highest fourth quarter sales pace we've achieved in the last decade. Homebuilding revenue decreased 12% to $679 million, primarily driven by a 14% decrease in closings related to the impact of the pandemic on order and construction timing. Our gross margin, excluding amortized interest, impairments and abandonments, was 21.7%, up approximately 180 basis points. SG&A was relatively flat on an absolute basis but rose as a percentage of total revenue to 11.1%, reflecting the decrease in revenue. This led to adjusted EBITDA of $77.1 million in the quarter, down slightly in dollar terms, but up over 70 basis points as a percentage of revenue to 11.2%. Total GAAP interest expense was down nearly 16% or $6 million. Our tax expense for the quarter was about $9 million for an average annual tax rate of 25%. Finally, these components taken together led to $24.6 million of net income from continuing operations or $0.82 per share in earnings this quarter. Let's start with a review of our operational and financial expectations for the first quarter of fiscal '21 -- 2021 compared to the prior year. Orders are expected to be essentially flat despite an approximately 15% decline in community count. Closing should be relatively flat versus the prior year. Although our backlog was up significantly heading into this year, this was largely driven by sales in August and September, which will close in our second quarter. Additionally, we remain focused on delivering an exceptional customer experience and in light of anticipated labor and material constraints, we are planning for slightly longer cycle times. Our ASP is expected to be approximately $380,000. We expect gross margin to be up more than 150 basis points, around 21.5%. Although we experienced higher lumber prices last quarter, this won't materially impact Q1 performance but will be a modest headwind in Q2. SG&A as a percentage of total revenue should be down about 50 basis points, reflecting the benefit of our continued focus on controlling costs. We expect EBITDA to be up more than 20%. Interest amortized as a percentage of homebuilding revenue should be in the low 4s, supporting our goal of double-digit net income growth. Our tax rate is expected to be about 25%. And this should all lead to earnings per share above $0.30, up significantly versus the prior year. We ended the fourth quarter with $578 million of liquidity, up more than $200 million versus the prior year. This reflected about $328 million of unrestricted cash and nothing outstanding on our revolver. We are positioned to emphasize growth even with the commitment to retire more than $50 million of debt this year. At the end of the fourth quarter, we owned or controlled a three-year supply of land based on our trailing 12-month closing. Fourth quarter land spending of $116 million, but our full year total spend of $441 million, it was about $100 million below the amount we generated from the land related to home closings, reflecting the deliberate pause in spending we undertook at the onset of the COVID pandemic. We expect to recapture this activity in 2021, which is likely to result in land spend approaching $600 million. On the table on the right-hand side of Slide 11, we depict our expectations for near-term community count, which we anticipate will likely trough in the 120s in the fourth quarter. Community count growth will be evident in fiscal 2022 as we benefit from our increased land spend and the greater use of options. With the strength in the new home market, land prices are somewhat frothy across our footprint. However, we are confident that we can achieve this increase in our land acquisition activity without materially changing our risk profile for three reasons. First, we have already contracted for or approved the majority of our land acquisition activity for the coming year, giving us confidence in our ability to fulfill our acquisition targets without chasing low-margin sites. Second, we are increasingly controlling lots and options, allowing us to better leverage our incremental spend and manage risk. As a matter of business [Phonetic], we grew our option lot as a percentage of active lots by 6 points to 35% last quarter -- last year and expect a similar improvement this year. And finally, our underwriting process and financial thresholds have not changed. We continue to include no price appreciation in our modeling and our required rate -- our required return and profitably metrics are unchanged. Fiscal 2020 was a challenging year, but with our team's resiliency, we rose to the occasion and generated very strong results. We improved profitability and returns, increased sales paces to close the year and grew our backlog significantly, giving us confidence going into fiscal '21. Importantly, we also positioned the company to adopt a more consistently growth-oriented allocation of capital. Of course, our highest priority remains the safety of our employees, customers and trade partners, and we will continue to adapt our activities to that end. As I say every quarter, I'm confident we have the people, the strategy and the resources to create value over the coming years. I didn't let him see this part of the script, so he's squirming a little bit right now. As we announced this summer, Bob is stepping down as CFO this week, and I thought a moment of recognition was warranted. Bob joined me here 12 years ago at a very difficult time in our company's history and was integral in our turnaround. Since then, he's been deeply involved in every aspect of our business. He's been my partner and mentor to our corporate and operational leaders for his entire tenure. In fact, all of our constituents are indebted to him for his many contributions. Going forward, our management team is in great shape. Dave is ready to take the next step in his career, and he and I will ensure that this is a seamless transition. Now I'll get to work. Operator, please open the line for Q&A. ","compname reports q4 earnings per share of $0.82. q4 earnings per share $0.82. " "While we are making those statements in good faith, we do not have any guarantee about the results we will achieve. Descriptions of the risk factors are included in the documents we filed with the SEC. Also, we will be discussing some non-GAAP financial measures. References to adjusted items, including organic net sales refer to measures that exclude items management believes impact the comparability for the period referenced. Today, Dave and I will discuss our results for the quarter, our updated outlook for the remainder of the year and why we believe that Conagra continues to be well-positioned for the future. Slide 5 lays out our key messages for today. First, as everyone is aware, the external environment is incredibly dynamic right now, and we see many of these challenges persisting. But despite the complex operating situation, the ongoing dedication, resilience and agility of our team enabled us to deliver solid Q1 results on the back of strong sales. We continue to benefit from our proven approach to brand building and the breadth of investments we're making to increase consumer demand. These efforts drive brand health, which is evidenced by the continued strength of our sales, share and repeat rates across the portfolio. As a result, we believe our brands are well-positioned to continue managing through the current inflationary challenges and support ongoing inflation-justified pricing actions. Looking ahead, we're reaffirming our earnings per share outlook for the year. However, we now see a slightly different path to achieving that EPS. We expect inflation to be higher than originally forecasted but we also see continued strength in consumer demand even above our original expectations. We believe that consumer demand, coupled with additional pricing and cost-saving actions, will enable us to deliver adjusted diluted earnings per share of about $2.50. So with that as the backdrop, let's jump right in. We know that our long-term performance is a function of the caliber and engagement of our team, and that has never been more true than today. I'm extremely proud of the team's resilience and agility in adapting to the dynamic environment we're currently experiencing. As a result of our team's continued hard work and dedication, we've been able to successfully execute through sustained elevated demand and challenging supply conditions. First, as we've already mentioned, consumer demand has remained at higher levels than we expected due to macro forces, as well as the unique position of our portfolio. This is a great problem to have, but it increases the demands on our supply chain at a time when the industry is navigating labor shortages, material supply issues and transportation cost and congestion challenges. Taken together, these factors created an upper control limit on the amount of product we could produce and ship in Q1. If we had the capacity to meet all of the demand, our numbers would likely have been even more impressive. However, our ability to deliver solid results amid this dynamic environment is a testament to our team's ongoing commitment to executing the Conagra Way playbook each and every day. The Conagra Way playbook to portfolio modernization remains our North Star in any operating environment. Regardless of the external factors that may influence short-term demand and supply dynamics in any given quarter, we define long-term success as creating meaningful and lasting connections between consumers and our brands. We believe that our playbook is the most effective framework for delivering on that objective. Those of you who have followed us for a while will recall that our modern approach to brand building is more comprehensive than legacy industry practices. Instead of anchoring our brand building predominantly in broadcast advertising that pushes new messages on old products, we anchor our investments and our efforts first in developing new modern and superior items. Then once we've created these more modern and provocative products, we invest to drive the physical availability of those items in-store and online. And finally, our investments to drive meaningful one-to-one communication to the right consumers at the right time, at the right place, enable us to remain salient and relevant. This comprehensive approach and unwavering commitment to modernizing and premiumizing our portfolio continues to pay off and enables us to better manage our brands within any environment. And as you can see on Slide 8, our team delivered solid results during the first quarter. As you know, our year-over-year growth rates were impacted by the elevated demand we experienced during the first quarter of fiscal 2021 when we were still in the early months of the pandemic. As you can see, on a two-year CAGR basis, organic net sales for the first quarter increased 7% and adjusted earnings per share grew by nearly 8%. Importantly, our solid performance in the first quarter was broad-based. Just take a look at Slide 9. Total Conagra weighted dollar share grew 0.8 points on a two-year basis in the quarter with share gains in each of our domestic retail domains: frozen, snacks and staples. Innovation remained a key to our success across the portfolio in Q1. Slide 10 highlights the impact of our disciplined approach to delivering new products and modernizing our portfolio. During the first quarter, our innovation outperformed the strong results we delivered in the year-ago period. This reflects not only the quality of the products launched, but also our efforts to support those launches with investments and capabilities that deliver deeper, more meaningful consumer connections. And as you can see, our innovation rose to the top of the pack in several key categories, including snacks, sweet treats, frozen vegetables and frozen meals. Our performance is a clear testament to the innovation and marketing engine at Conagra, and we believe the solid reputation we've built with customers and consumers. In addition to developing superior products, we also remain focused on physical availability during the first quarter through both brick-and-mortar and online. Slide 11 demonstrates how our ongoing investments in e-commerce continued to yield strong results. Once again, we delivered quarterly growth in our $1 billion e-commerce business, both against our peers and as a percentage of our overall retail sales. We outpaced the entire total edible category in terms of e-commerce retail sales growth during the first quarter, just as we did throughout fiscal 2021. E-commerce sales now represent more than 9% of our total retail sales, more than double what they were just two years ago. As we mentioned earlier, our solid top-line performance during the first quarter was driven by strong demand, robust brand-building investments and inflation-justified pricing actions. Slide 12 details the extent of our pricing actions to date. A few key points to keep in mind. First, we began implementing actions on some of our domestic retail products in the fourth quarter of fiscal 2021 in response to the inflation we began to experience last fiscal year. The majority of our domestic retail pricing actions, however, just started to hit the market at the end of Q1 in response to the inflation we spoke to you about on our Q4 earnings call in July. As a result, the benefit in the quarter is less than what we expect to see going forward. You can see this playing out in the consumption data from the last four weeks, all of which are part of our fiscal second quarter. During this period, our on-shelf prices rose across all three domestic retail domains. Looking ahead, our original plans for the year included additional inflation-justified pricing in future periods. Given the heightened inflationary environment, however, we now expect to take incremental actions beyond those original plans. Many of these actions have already been communicated to our customers and the benefits will be weighted toward the second half of the fiscal year. We'll keep you apprised, but it's important that we stress that our pricing actions are not a blunt instrument. We take a fact-based approach to pricing within the portfolio. We use a data-driven approach to elasticities and thoughtfully execute actions to align with customer windows. As we look ahead, we remain confident in the fiscal 2022 earnings per share guidance we outlined on the fourth-quarter call, but we now expect to take a different path to achieving that guidance. As mentioned, we now expect inflation to be higher than originally forecasted. However, we believe that the combination of continued strength in consumer demand, incremental inflation-justified pricing and additional cost savings actions will enable us to offset the impact of that inflation. I'd like to briefly unpack these factors, starting with the update to our inflation expectations. As you can see on Slide 14, we currently expect gross inflation to be approximately 11% for fiscal 2022, compared to the approximately 9% we anticipated at the time of our fourth-quarter call. The bulk of the incremental inflation can be attributed to continued increases in the cost of proteins, edible fats and oils, grains and steel cans since our Q4 call. I want to emphasize that this is our best current estimate of gross inflation for the full year and does not account for the impact of supply chain productivity improvements or hedging. Dave will provide more color on inflation and the various levers we're able to pull to help offset its impact. Even in the face of this acutely inflationary environment, we remain squarely focused on continuing to invest in our brands and capturing the strong consumer demand. And we're pleased to share that the consumer demand we experienced during the first quarter exceeded our prior expectations. As you can see on Slide 15, our total company retail sales on a two-year CAGR basis were up nearly 7% in the first quarter with strong growth across our frozen, snacks and staples domains. And when you peel back the onion further you find even more evidence to underscore the durable strength of our top-line performance. The chart on the left side of Slide 16 demonstrates that we continue to grow our household penetration during the first quarter, building upon the significant new consumer acquisition we've achieved over the past year and a half. But what I believe is even more encouraging is the chart on the right. We didn't just acquire new consumers, we kept them. The data shows growth in repeat rates that demonstrates our new consumers discovered the incredible products and tremendous value proposition of our portfolio. We're proud that our products are resonating with consumers and that those shoppers keep coming back for more. Importantly, our performance on these metrics, household penetration and repeat rates has not only been strong in the absolute but relative to the competition as well. We're also encouraged by the elasticity of demand for our portfolio, which has been better than previously expected. Slide 17 demonstrates that our pricing actions to date have had limited impact on demand. As I mentioned, most of our pricing actions taken to date began to appear on shelf at the end of Q1. And you can see how that dynamic is being reflected in the data for September, which is part of our second quarter. We continue to be cautiously optimistic that our elasticities will remain favorable as the full array of pricing enters the market. As evidenced by our strong penetration and repeat rates, a growing number of consumers have clearly discovered the convenience and value that our retail portfolio provides. Taken together, the net result of these factors I just detailed is the reaffirmation of our earnings per share guidance and margin and a few updates on how we expect to get there. We're increasing our organic net sales guidance to be approximately plus 1%, up from approximately flat at the time of our Q4 call. We are reaffirming our adjusted operating margin guidance to remain at approximately 16%. We're updating our gross inflation guidance to about 11%, and we are reaffirming our adjusted earnings per share guidance of approximately $2.50. This includes enduring trends that predate the COVID-19 pandemic and new consumer behaviors adopted over the past 18 months. As a reminder, we have a proven track record of successfully attracting millennial and Gen Z consumers at a higher rate than our categories as a whole. By attracting younger consumers now we create the groundwork for future growth. Not only do these younger generations offer the opportunity to drive lifetime value, they're larger than the Gen X generation that immediately preceded them. Historically, younger adults have eaten at home less than older generations. The meaningful shift toward at-home eating tends to happen during the family formation years. In particular, we know that annual frozen category spend per buyer increases in households with young kids, and it increases further as the kids grow up. Importantly, almost half of millennials have yet to begin having kids, and we fully expect their consumption of Conagra products will grow along with the growth of their families. Another enduring trend is the growth of snacking, which has long been the fastest-growing occasion in food and shows no signs of slowing down. We have a very strong $2 billion ready-to-eat snacks business that spans multiple subcategories where we either have the fastest-growing brand, the largest brand or both. The COVID-19 pandemic has only served to accelerate these existing trends and create additional long-term growth drivers. One of the primary drivers for more at-home eating is the shifting workplace dynamics that are meaningfully changing weekday eating behavior. This includes both the contracting workforce and the rise of remote work. As more people work from home or exit the workforce, the more likely these people are to eat at home, particularly on weekdays. Importantly, some aspects of remote workforce adoption are expected to be permanent. The way we work is changing and that's driving changes in consumer eating habits as well. More time at home also means more time devoted to preparing meals. Younger consumers are acquiring new skills and developing new food habits at a formative age. The behavioral science tells us that when people learn to cook at an early age, they continue to cook at elevated levels as they get older, and consumers of all ages are rediscovering their kitchens and cooking more at home. Across all these long-term tailwinds, we believe our portfolio is uniquely positioned to meet the needs of today's consumers. Our frozen portfolio offers hyper convenient meals and sides perfect for the quick work lunch or family dinner. Our snacks and sweet treats portfolio caters to those looking to experience bold, anytime flavors at home while enjoying time with friends and family. And our staples portfolio offers the simple cooking aids and meal enhancers that both experienced and first-time cooks are seeking. In summary, Conagra's portfolio has delivered against the recent behavioral shift better than the competition. And as we move beyond the pandemic and millennials and Gen Z-ers continue to age, we believe that our brands are well-positioned to become an even more regular part of their routines. I'll start by going over some highlights from the quarter shown on Slide 21. As a reminder, our year-over-year comparisons reflect the lapping of extremely strong demand for at-home food consumption during the early months of the pandemic. For that reason, we are also including two-year comparisons for a number of important metrics to provide helpful context regarding the underlying health of our business. We are pleased with the overall results of the first quarter, which, as Sean discussed, reflected our ability to successfully navigate the current dynamic environment. Organic net sales declined by 0.4%, compared to a year ago and increased 7% on a two-year CAGR. Adjusted gross profit and adjusted operating profit both decreased year over year but were flat on a two-year basis, demonstrating our ability to offset the double-digit inflation experienced in the business during the quarter. I also want to highlight the increase in our advertising and promotional spend on both a one- and two-year basis. These investments reflect our continued commitment to building and maintaining strong brands. Turning to Slide 22. I'd like to spend a few minutes discussing our net sales for the quarter. On an organic net-sales basis, the 0.4% decrease during the quarter was driven by a 2% decline in volume from lapping last year's elevated demand. This decline was almost entirely offset by favorable brand mix and the pricing actions we've taken to date in response to the inflationary environment. There are two items I want to call out on price/mix. First, as a reminder, the majority of our domestic retail pricing actions just started to hit shelves at the end of Q1. So the benefit in the quarter was limited compared to the benefits we expect to receive over the course of fiscal '22. Second, our 1.6% benefit from price/mix laps a 70-basis-point benefit in the prior-year period that was associated with the true-up of fiscal '20 fourth-quarter trade expense accrual. Without that item, the current quarter's price mix benefit would have been plus 2.3%. Divestitures resulted in a 110-basis-point decline in net sales during the quarter, and foreign exchange provided a 50-basis-point benefit. Together, these factors drove a 1% decline in total Conagra net sales for the quarter compared to a year ago. Slide 23 shows our net sales summary by segment, both on a year-over-year and a two-year compounded basis. As you can see, we've had strong two-year compounded net sales growth in each of our three retail segments with a slight decline in our food service segment. Net sales for the entire company have increased 7% on a two-year CAGR basis. Our two-year annual sales growth rate for the domestic retail segments is tracking closely with the retail consumption growth achieved over the same period. Turning to adjusted operating margin. Slide 24 details the puts and takes of our first-quarter results. First-quarter inflation was 16.6%, driving our adjusted gross margin decline of 530 basis points compared to a year ago. We delivered 550 points of benefit from our margin lever actions in the quarter, inflation-justified pricing, supply chain realized productivity, cost synergies associated with the Pinnacle Foods acquisition and lower pandemic-related expenses. However, these benefits were more than offset by the very significant inflation. Note that the 16.6% inflation shown on the slide represents gross market inflation for Q1 and does not include hedging or sourcing benefits. We capture hedging as part of our realized productivity. For the first quarter, our net inflation inclusive of hedging was high single digits. Our Q1 adjusted operating margin was also impacted by year-over-year changes to A&P and adjusted SG&A. As I previously mentioned, we continue to increase our investments in A&P in the quarter. The adjusted operating profit and margin by segment for the quarter are shown on Slide 25. As a reminder, we expect our first quarter this fiscal year to benefit the least from our inflation-justified pricing actions. It's also worth highlighting again that our adjusted operating profit is flat on a two-year basis. Over a two-year period, we have completely offset double-digit inflation while also increasing investment in the business. As you can see on Slide 26, our Q1 adjusted earnings per share of $0.50 was heavily impacted by inflation, as well as by a slightly higher tax rate. These headwinds were partially offset by strong performance from our Ardent Mills joint venture, lower net interest expense and a slightly lower average diluted share count due to our share repurchases during the quarter. Turning to Slide 27. We ended the quarter with a net debt-to-EBITDA ratio of four times, which was in line with our expectations and reflects the seasonality of the business. Our cash flow from operations and free cash flow were also both in line with our expectations for the quarter. Our capex increased year over year as we remain focused on continued capacity investments to maximize physical availability of our products. We also continued to return capital to shareholders during the first quarter. We repurchased approximately $50 million of common stock and paid approximately $132 million in cash dividends. As a reminder, the board of directors approved a 14% increase to our annual dividend in July. We paid our first dividend at the increased quarterly rate of $0.3125 per share or $1.25 per share on an annualized basis shortly after the conclusion of Q1. As we have already detailed today, we continue to experience cost of goods sold inflation at a level that is both significant and in excess of the level projected at the time of our Q4 fiscal '21 earnings call. We now expect gross cost of goods sold inflation to be approximately 11% for fiscal '22. We previously expected gross inflation of approximately 9%. This heightened inflationary pressure is coming from increases across many inputs, particularly proteins, edible fats and oils, grains and metal-based packaging. We are also seeing increasing costs in transportation given marketplace dynamics. We have strong plans in place to mitigate the impact of this inflation. First, we will leverage sourcing and hedging. Given our sourcing and hedging positions, we only expect two-thirds of the 200-basis-point increase in gross inflation to impact the fiscal '22 P&L. Regarding quarterly flow, we expect about half of the net impact from this heightened inflation to hit in the fourth quarter. We expect the other half to impact Q2 and Q3 about equally. As a reminder, the benefit of hedging actions is classified as realized productivity in our schedules. In addition to hedging and sourcing, we expect to have a number of drivers to help offset inflation in fiscal '22. As Sean already detailed, these drivers include higher-than-expected consumer demand, lower-than-expected elasticities of demand and incremental inflation-justified pricing beyond our original plan. As Sean noted, the benefits of our incremental pricing actions will be weighted toward the second half of the fiscal year. We are also taking additional actions to enhance supply chain productivity through the balance of fiscal '22. And as always, we will maintain a disciplined approach to cost control, which continues to be a hallmark of our culture. We now have additional cost savings actions planned beyond what was included as part of our initial guidance for the year. In summary, we intend to leverage our full range of margin drivers to offset the impact of inflation. We expect to realize the benefits from these drivers as the year progresses with the benefits weighted toward the second half of the year. We continue to expect margins to improve sequentially over the remainder of fiscal '22. We remain confident in our original adjusted earnings per share guidance of approximately $2.50 for the year, but the path to achieve that guidance has changed. We now expect organic net sales growth of approximately 1% compared to our prior expectations of approximately flat growth. Also, we expect our adjusted operating margin to continue to be approximately 16% but sees some modest compression versus our original forecast. We expect the increase in dollar profit from higher net sales together with incremental cost savings to offset the incremental net inflation dollars. As I explained on last quarter's call, this guidance is our best estimate of how we will perform in fiscal '22. But our ultimate performance will be highly dependent on multiple factors, including: first, how consumers purchase food as food service establishments continue to reopen and people return to in-office work and in-person school; second, the level of inflation we ultimately experience; third, the elasticity of demand impact as consumers respond to higher prices; and finally, the ability of our end-to-end supply chain to continue to operate effectively as the pandemic continues to evolve. Before turning it over to the operator for Q&A, I want to reiterate Sean's comments regarding our confidence in the resiliency of our business. Our ability to deliver solid results amid such a dynamic environment reflects the continued dedication of our team, as well as the strength of our brands and the Conagra Way playbook. That concludes my remarks. ","q1 adjusted earnings per share $0.50. reaffirming its fiscal 2022 adjusted earnings per share guidance and updating its expected path to achieving that guidance. continues to experience elevated cost of goods sold inflation, rate of which continued to increase during q1 of fiscal 2022. continues to expect margins to improve sequentially over remainder of year. fy2022 organic net sales growth is expected to be approximately +1% versus prior guidance of approximately flat. " "This quarter was certainly different than the last, less -- day-to-day and sometimes minute-to-minute -- focused on COVID, PPP, loan deferrals and the Steuben acquisition, and we seem to have settled into a reasonably effective operating cadence. Operating earnings for the quarter were a bit better than we might have expected, given the yield curve and the muted product demand. But our nonbanking businesses had a strong quarter. In fact, year-to-date are up 4% on the topline and over 6% on the bottom line, so a very solid performance for those businesses. The quarter was also very good for mortgage banking, credit, deposit growth, consumer deposit fees and the Steuben acquisition was also very additive to our performance. The only real negative in the quarter, notwithstanding the litigation accrual that Joe will discuss further, was credit demand, excluding mortgage lending. The total loan book was off about 1%, with slight declines in every business. The mortgage business was quite strong, we sold over $100 million of lower rate, conforming production in the secondary market, where premiums are -- at the present moment -- very generous. So, overall, we're satisfied with the quarter and with current operating trends, given the environment. As we head into the last quarter of the year and into 2021, we will continue to be mindful and focused on the potential headwinds, including credit, the economic environment and interest rates. Despite the forward headwinds, we think we're in pretty good shape to capitalize on opportunities that, we expect, lie ahead. As Mark noted, the earnings results for the third quarter of 2020 were very solid, especially in light of the economic challenges and industry headwinds we faced throughout the year. The company recorded $0.79 in fully diluted GAAP earnings per share for the third quarter, excluding $0.04 per share for litigation reserve expense, net of tax effect and $0.02 per share for acquisition-related expenses, net of tax effect. Fully diluted operating earnings per share were $0.85 for the quarter. These results were $0.01 per share higher than the third quarter of 2019, fully diluted operating earnings per share of $0.84 and $0.09 higher than the linked second quarter 2020, fully diluted operating earnings per share of $0.76. The company's adjusted pre-tax pre-provision net revenue per share of $1.10 was consistent with the third quarter of 2019 and $0.02 per share higher than the linked second quarter results. I will next touch on the company's balance sheet, before providing additional details on the company's earnings performance for the quarter. The company closed the third quarter of 2020 with total assets of $13.85 billion. This was up $401.1 million or 3% from the end of the linked second quarter and up $2.25 billion or 19.4% from the year earlier. Similarly, average interest earning assets for the third quarter of 2020 of $11.96 billion were up $852.5 million or 7.7% from the linked second quarter of 2020, and up $2.15 billion or 21.9% from one year prior. The very large increase in total assets and average interest earning assets over the prior 12 months was driven by the second quarter 2020 acquisition of Steuben Trust Corporation and large inflows of government stimulus-related funding in PPP originations. Ending loans at September 30th, 2020 were $7.46 billion, up $605.5 million, or 8.8% from one year prior, due to the Steuben acquisition and the origination of $507.4 million of PPP loans. Ending loans were down $69.4 million or 0.9% from the end of the linked second quarter, due to a decline in business activities in the company's markets due to the COVID-19 pandemic. The company's average total deposits were up $823 million or 8.1% on a linked quarter basis, and up $2 billion or 22.6% over the third quarter of 2019. A significant portion of these funds were invested in overnight federal funds sold, which increased average cash equivalents in the quarter to $1.3 billion, up $635.1 million or 95.4% higher than the third quarter of 2019 and $478 million or 58.1% higher than the linked second quarter balances. The company's capital reserves and liquidity profile remains strong in the third quarter. The company's net tangible equity to net tangible assets ratio was 9.92% at September 30th, 2020. This was down from 10.08% at the end of the second quarter, but up from 9.68% one year prior. The company's Tier 1 leverage ratio was 10.21% at the end of the third quarter, which remained over two times the well capitalized regulatory standard of 5%. The company has an abundance of liquidity resources and is extremely well positioned to fund future loan growth. The company's funding base is largely comprised of low-cost core deposits. At September 30th, 2020, checking and savings account balances represented 71.3% of the company's total deposit base. The combination of the company's cash and cash equivalents, borrowing availability at the Federal Reserve Bank, borrowing capacity at the Federal Home Loan Bank and unpledged available-for-sale investment securities portfolio, provided the company with over $4.8 billion of immediately available sources of liquidity. The company recorded total revenues of $152.6 million in the third quarter of 2020, an increase of $4.3 million or 2.9% from the prior year's third quarter. The increase in total revenues between the periods was driven by increases in net interest income, banking-related noninterest revenues and noninterest revenues derived from our financial services businesses. Net interest income was up $1.7 million or 1.9% between comparable annual quarters, driven by a $2.15 billion or 21.9% increase in average assets between the periods, offset in part by a 61-basis point decrease in net interest margin. The company's fully taxable equivalent net interest margin was 3.12% in the third quarter of 2020 as compared to 3.73% in the third quarter of 2019. A precipitous drop in market interest rates and significant increases and change in the composition of earning assets between the periods, including a $635.1 million increase in average cash equivalents, negatively impacted the company's net interest margin. Noninterest banking revenues were up $1.2 million or 6.9% from $17.9 million in the third quarter of 2019 to $19.1 million in the third quarter of 2020. This was driven by a $4 million increase in mortgage banking revenue, offset in part by a $2.8 million decrease in deposit service and other banking fees. Employee benefit services revenues were up $0.8 million or 3.4% from $24.3 million in the third quarter of 2019 to $25.2 million in the third quarter of 2020, driven by increases in plan administration and recordkeeping revenues and employee benefit trust revenues. Wealth management, insurance services revenues were also up $0.5 million or 3.6% between comparable annual quarters. Similarly, total revenues were up $7.7 million or 5.3% on a linked quarter basis, due to a $1 million or 1.1% increase in net interest income, a $4.8 million or 33.4% increase in banking noninterest revenues and a $2 million or 5.1% increase in revenues from our financial services businesses. The substantial increase in banking noninterest revenues was driven by a $2.5 million increase in mortgage banking income due to an increase in secondary market mortgage sales activities, a $2.3 million increase in deposit service and other banking fees, as deposit transaction activity levels rebounded in the third quarter. The company recorded $1.9 million in the provision for credit losses during the third quarter of 2020. This amount was significantly less than the amounts recorded in the prior two quarters of 2020, and only a $100,000 greater than the amount recorded in the third quarter of 2019. The decrease in the provision for credit losses during the third quarter as compared to the prior two quarters was due to improving economic conditions, modest levels of delinquent nonperforming loans, a decrease in loans outstanding, low levels of net charge-offs and a large decrease in the number and amount of the company's loan balances subject to borrow forbearance. The company recorded loan net charge-offs of $1.3 million or 7 basis points annualized during the third quarter of 2020. Comparatively, loan net-charge offs in the third quarter of 2019 were $1.6 million or 10 basis points annualized. On a year-to-date basis, the company recorded net charge-offs of $3.7 million or 7 basis points annualized. This compares to $5.4 million or 11 basis points annualized for the nine-month period ended September 30th, 2019. Exclusive of $0.8 million of acquisition-related expenses and $3 million of litigation reserve charges, the company recorded $93.2 million of operating expenses in the third quarter of 2020. This compares to $90.9 million in operating expenses recorded in the third quarter of 2019, exclusive of $6.1 million of acquisition-related expenses and $87.5 million in operating expenses in the linked second quarter of 2020, exclusive of $3.4 million of acquisition-related expenses. Although the company continued to experience reduced levels of business activities during the third quarter of 2020 due to the ongoing COVID-19 pandemic, the resumption of certain marketing and business development activities and incremental costs associated with operating a larger organization, as a result of the acquisition of Steuben in the second quarter of 2020, resulted in a $2.3 million or 2.6% net year-over-year increase in operating expenses between the comparable third quarters. The $5.7 million or 6.5% increase in operating expenses between the third quarter of 2020 and the linked second quarter was driven by a $2.6 million or 4.7% increase in salaries and employee benefits, $1.3 million or 11.7% increase in data processing and communications expense, a $0.4 million or 3.9% increase in occupancy and equipment expense and a $1.4 million or 16.4% increase in other expenses. The effective tax rate for the third quarter of 2020 was 20.3%, consistent with the linked second quarter. During the third quarter, the company grew $3 million or $0.04 per fully diluted share, net of tax effect, in litigation reserves related to a class action suit brought against the company for its deposit account overdraft disclosures. The company anticipates that it will execute a settlement agreement with the plaintiff on the matter in the fourth quarter. The agreement will be subject to the final approval of the court, and the company does not anticipate that additional reserves will be approved for this matter in future periods. From a credit risk and lending perspective, the company continues to closely monitor the activities of its COVID-19-impacted borrowers and develop loss mitigation strategies on a case-by-case basis, including but not limited to the extension of forbearance arrangements. At September 30th, 2020, 216 borrowers representing $193 million or 2.6% of loans outstanding were active under COVID-related forbearance. As of last week, the outstanding loan balances under active forbearance dropped below $125 million. Although these trends are favorable, the company anticipates that the number of delinquent nonperforming loans will increase over the coming quarters. At September 30th, 2020, nonperforming loans increased to 43 basis points or 0.43% of total loans outstanding. This compares to 0.42% of total loans outstanding at the end of the third quarter of 2019 and 0.36% at the end of the linked second quarter of 2020. Total delinquent loans, which includes nonperforming loans and loans 30 or more days delinquent, to total loans outstanding was 0.79% at the end of the third quarter of 2020. This compares to 0.85% at the end of the third quarter of 2019 and 0.72% at the end of the linked quarter -- second quarter of 2020. The company's allowance for credit losses increased from $64.4 million or 0.86% of total loans outstanding at June 30th to $65 million or 0.87% of total loans outstanding at September 30th. The allowance for credit losses at September 30th represented over 10 times the company's trailing 12 months of net charge-offs. Operationally, we will continue to adapt to the changing market conditions. We remain very focused on asset quality and credit loss mitigation. We anticipate assisting the substantial majority of the company's PPP borrowers with forgiveness request in the fourth quarter of 2020 and throughout 2021. The eligibility of the borrower's forgiveness request and the SBA's ability to provide loan forgiveness in a timely manner is uncertain at this time. For these reasons, it is uncertain as to the timing in which the company's remaining $11.3 million of net deferred PPPs will be recognized through the income statement. Loan demand may also be impaired by weak economic conditions. We are also uncertain as to whether or not the high levels of deposit liabilities will be retained, spent down or increased by further additional stimulus. Since the ultimate effect that the COVID-19 pandemic will have on the company's credit loss remains uncertain, a decrease in the provision for credit losses during the third quarter should not be interpreted as a trend or utilized to forecast provision in future quarters. Although the credit metrics that management historically utilized to determine expected loan losses remains subdued in the third quarter, the company anticipates increases in delinquency and nonperforming loan balances in future quarters, that it is unlikely that all COVID-affected borrowers will resume full payment of contractual amounts upon the expiration of the forbearance agreements. Although we have begun to deploy portions of our cash equivalent balances into investment securities to increase interest income on a going forward basis and provide a hedge against the sustained low interest rate environment and anticipate recognizing the substantial majority of deferred PPP's over the next several quarters, we also expect net interest margin pressures to persist and remain well below our historical levels. Fortunately, the company's diversified noninterest revenue streams, which represent approximately 38% of the company's total year-to-date revenues, remain strong and are anticipated to mitigate some of the margin compression. In addition, the company's management team is actively developing and implementing various earnings improvement initiatives, including potential revenue enhancements and cost-reduction measures intended to favorably impact future earnings. The company's dividend capacity remained strong. Accordingly, the company expects to continue to pay a quarterly dividend, consistent with past practices. Undoubtedly, the COVID-19 crisis has changed the near-term outlook for society in general, as well as expectations around economic conditions. With this said, we will continue to support our stakeholders in a thoughtful, disciplined and compassionate manner. I believe the company is well prepared to curb the impacts. ","compname reports q3 earnings per share of $0.79. q3 gaap earnings per share $0.79. q3 revenue $152.6 million versus refinitiv ibes estimate of $150 million. community bank system - qtrly operating diluted earnings per share (non-gaap) of $0.85. community bank system- covid-19 expected to continue to impact co's financial results. " "Many factors could cause future results to differ materially. A more detailed description of such factors can be found in the filings with the Securities and Exchange Commission. Joining us for today's call are Jerry Grisko, President and Chief Executive Officer, and Ware Grove, Chief Financial Officer. We experienced growth in total revenue, same unit revenue, earnings per share and adjusted EBITDA for the first quarter of 2021. These results provide important momentum for the remainder of the year. Our results demonstrate the fundamental attributes of our business model that I've emphasized throughout the past year. These characteristics continue to enable our positive performance during both favorable and less favorable business conditions. These attributes include the proportion, representing approximately 70% of our revenue that comes from essential and recurring services, including our tax services, insurance services, payroll services and a host of others that our clients rely on us to provide regardless of business conditions. Our high client retention rates, our broad geographic footprint, the diversity of our client base in terms of industry and size of business, our strong and consistent cash flow and the substantial amount of variable expenses in our business. We continue to capitalize on the stability that our business model affords. Throughout the last year and into the first quarter of 2021, we have watched how these attributes provided us an opportunity for growth regardless of economic environment. In addition, we continue to be extremely vigilant in managing our overall expenses and discretionary spending. Practices we focused on at the start of the pandemic and carried into the first quarter of this year. As recovery continues, and we return to some level of normalcy, these expenses will begin to return as well, albeit at somewhat reduced levels compared to 2019. Now I will turn to the performance of our two primary practice groups. Within our Financial Services group, we continue to experience very strong demand for our core services, including many of the compliance-related services that are weighted more heavily toward the first quarter of each year. This year, the IRS tax filing deadline was extended to May 15, so a portion of our tax compliance revenue work will extend beyond the traditional mid-April time frame. Within our Discretionary and Project-Based businesses, we continue to experience increasing demand for our litigation support business and are seeing returning interest in our private equity advisory services and our valuation services. Further, we anticipated that some project-based and discretionary work that was put on hold or delayed last year would carry over into 2021, and we are seeing that now, especially for our services that touch M&A transactions. While it is still too early to tell if this trend will continue throughout the year, all signs are positive and we remain encouraged based on the general level of optimism we are hearing from our clients and the external signs of economic recovery. Also, important to note, the passage of the most recent COVID relief bill and stimulus package, like those passed in 2020, present new considerations for businesses and translates to more opportunities for us to deepen our client relationships and offer support when our clients need it most. We continue to be active in our outreach and engagement of our clients to help supporting accessing these new and expanded opportunities. Our government healthcare consulting business ended 2020 strong and started this year with tailwinds as delayed contracts resumed, and we find our clients have largely adjusted to working with us using virtual tools. We are also seeing new projects move forward, including increasing interest in our services related to managed care, which means additional opportunities for this business. Turning to our Benefits and Insurance group. We started the year strong and are seeing a continuation of the positive trends that we experienced in the second half of last year in our employee benefits business, the core of our property and casualty business, and the advisory services provided within our retirement plan services businesses. Client retention is also up for these same services so far in 2021. From a consolidated viewpoint, we continue to experience some softness in the portion of our Payroll business that generally serves smaller businesses, including a number in the food services industry. To put this in context, the total revenue from this segment of our payroll clients represents less than 4% of CBIZ' total revenues. One additional area I want to highlight is our investment in producers. Our ability to track, retain and develop our producers is essential to accelerate organic growth, and I am pleased to report that our overall number of producers is up at the start of 2021, and we continue to make progress in this area. The new producers we brought on in recent years continue to outperform our projections. And as a result, we are continuing to add new producers and to expand this program to other areas of our business. In summary, we are pleased to start 2021 in a position of financial strength with a strong balance sheet, low debt and ready access to capital. With total revenue growing by 8.4% in the first quarter, revenue growth from acquired businesses accounted for 4.8% of that growth, with same unit growth up by 3.6%. After facing uncertainty in 2020 coming into this year, we were unclear how the year-over-year comparison to 2020 would unfold in the first quarter. The core business has continued the steady performance that we saw through much of last year. And as expected, the advisory and transaction-oriented business services that were more vulnerable to the conditions encountered last year have largely stabilized, and we are positioned to record growth this year. Our Financial Services group recorded total revenue growth of 8.1%, with same unit revenue growth of 4.5%. With no industry concentration within our core services clients, the diverse set of clients we serve lend stability to this business. The acquisitions we closed last year are performing extremely well, with the only soft comparison being the private equity focused advisory business where the first quarter this year compares with a strong first quarter a year ago. We currently have a full pipeline of prospective work within this group and we expect to report growth for the full year. Continuing to work under remote conditions, our government healthcare consulting business had a strong first quarter. Turning to the benefits and insurance group, total revenue grew by 9.6%, with same unit revenue growth of 1.6% in the first quarter this year. Some of the transactional-based businesses, such as payroll services, are soft in comparison with first quarter a year ago. But after reporting a same unit revenue decline of 3% for the full year last year, the 1.6% first quarter same unit revenue growth within benefits insurance this year is noteworthy. As Jerry commented, our investment in additional producers that has occurred in recent years is resulting in stronger pipelines of new business. We are continuing to invest in bringing additional producers onboard to further enhance growth prospects. When coupled with strong client retention, we are well positioned for growth. As Jerry discussed, we remain vigilant in managing our expenses, which include for example, lower levels of expense for travel and entertainment that given the constraints caused by the pandemic are directly tied to our remote work. Also, as a reminder, in the first quarter a year ago, we recorded an additional $2 million of bad debt expense. And so with the improvement in client receivables we are seeing, bad debt expense was lower this year. We are pleased to report 390 basis point margin expansion on pre-tax income, leading to a 39.4% increase in earnings per share, up to $0.92 per share this year compared with $0.66 in the first quarter a year ago. As we progress through this year, we intend to resource some level of discretionary spending, and that may challenge the year-over-year comparisons in the second quarter and for the balance of the year. For example, our investment in our national marketing media campaign was paused throughout 2020, but this is now under way in the second quarter. Also, last year, as we pointed out in our quarterly calls, benefits and healthcare costs were lower as many medical procedures were delayed or deferred. After experiencing lower trends in this cost in the second, third and fourth quarters of 2020, benefits and healthcare costs were again lower in the first quarter this year. This expense is hard to predict in the near term, but we expect a more normal level of expense over the balance of this year. So bear in mind, this trend may create some volatility to margin as we progress through the balance of this year. This impacts our reported gross margin, which was 27.1% on an adjusted basis this year compared to 22.6% a year ago. And operating margin on an adjusted basis was 22.4% compared with 18.2% a year ago. As a reminder, there is no impact to pre-tax income. Cash flow has continued to be strong, with days sales outstanding on receivables improving from 94 days a year ago to 91 days this year. Seasonally, CBIZ typically uses cash in the first quarter each year as receivables build in connection with our busy season revenue. At March 31 this year, the balance outstanding on our $400 million unsecured credit facility was $162 million compared with $108 million outstanding at December 31, 2020. This leaves approximately $230 million of unused capacity at March 31. So we have plenty of dry powder to address strategic acquisition opportunities as well as continue with share repurchases. In the first quarter, we used approximately $32.7 million to repurchase approximately 1.1 million shares. Since the end of the quarter through April 27, we have purchased approximately 270,000 additional shares under a 10b program for a total of approximately 1.4 million shares repurchased this year to date. As a result of this repurchase activity, we expect a fully diluted weighted average share count for 2021 within a range of 54 million to 54.5 million shares, which represents a slight reduction in our full year expectation compared with guidance earlier this year, and we will provide further updates as we progress through the year. Of course, strategic acquisitions continue to be the top priority as we deploy capital. With over $200 million of unused capacity, we have the flexibility to be aggressive in pursuing potential acquisitions. Last year, we closed seven acquisitions, and we announced an 8th acquisition effective on January one this year. Collectively, these acquisitions are expected to contribute approximately $48 million of annualized revenue, and we will see these transactions contribute to revenue growth throughout this year. In the first quarter, we used $3.7 million for acquisitions, including earn-out payments on acquisitions closed in previous years. Future earn-out payments are estimated at approximately $11.8 million for the balance of this year, $16.1 million next year in 2022, approximately $9.7 million in 2023, approximately $13.5 million in 2024, and $800,000 in 2025. Jerry will comment further on the recently announced acquisition, which is effective on May 1. And to be clear, the numbers I just referenced do not include the impact of this new acquisition. Beyond the acquisition we announced today, we continue to have a full pipeline of potential acquisitions. Capital spending in the first quarter was $1.1 million. Last year, capital spending for the full year was $11.7 million. And for 2021, we continue to estimate capital spending at approximately $12 million to $15 million for the full year. Adjusted EBITDA grew by 28.5% to $73.3 million reported in the first quarter this year, up from $57 million a year ago. The margin expansion on adjusted EBITDA was 370 basis points to 24.3% of revenue this year compared with 20.6% a year ago. The effective tax rate in the first quarter was 24.1%, and we continue to project an effective tax rate for the full year of approximately 25%. Of course, as a reminder, the effective tax rate can be impacted either up or down by a number of factors that can be unpredictable, and we are not speculating on the impact of potential legislative changes in the tax rate that may occur. First, in regards to M&A, we started 2021 with the strongest M&A pipeline we've had in many years. Already this year, we've completed one acquisition within our core accounting and tax practice and another within our retirement plan services business. I mentioned the acquisition of Middle Market Advisory Group during our last call. M&A provides tax, compliance and consulting services to middle market companies and family groups in a number of attractive industries and is located in Denver, Colorado. This acquisition complements our rapidly growing Denver based practice. I'm also pleased to announce the acquisition of Wright Retirement Services, a provider of third-party administrative services to retirement plan clients across the country. Located in Valdosta, Georgia, Wright Retirement services has a long-standing relationship with CBIZ as a client, and we are excited by the opportunity to offer their clients a broader array of services. This week we signed definitive documents to acquire the non-attest assets and business of Bernston Porter, a Bellevue, Washington based accounting firm. As you know, for a number of years we've talked about identifying partners and completing acquisitions in attractive and growing markets. The Pacific Northwest has been high on our list. To enter a market like this, we wanted to do it with a partner that brought the size, scope and client base that would serve as a platform and be a catalyst for growth in that region. And as always, we prioritize cultural fit, alignment of values and strong leadership as essential for future success. Over the years, we've evaluated a number of opportunities in the greater Seattle Metropolitan market, and that process led us to Bernston Porter. Founded in 1985 by Bob Bernston and Greg Porter, over time Bernston Porter grew to be one of the top 10 CPA firms in the Puget Sound region. Bernston Porter's team, under the leadership of President Mary Actor, brings with it an outstanding reputation for exceptional client service, a commitment to the growth and development of their team members, and service to the communities where they work and live, all qualities that align with CBIZ' core values and beliefs. The effective date for this acquisition is May 1, but we wanted to do announce it today as all conditions to closing have been satisfied. M&A continues to be a key component of CBIZ' growth strategy and will be a top priority for us in 2021 and beyond, especially as we see increasing interest in CBIZ as a potential partner. Our performance over the last year on the backdrop of the pandemic demonstrates the value and stability of our business model. We also continue to emphasize our unique position in the market, given the breadth and depth of our expertise and services and our strong and steady cash flow. Our access to capital allows us to continue to make investments in the business that many of our competitors simply cannot afford. We know that these messages resonate with firms in each of our various businesses, and we are eager to explore these opportunities. I would now like to turn to our revised guidance. As a result of our strong performance in the first quarter and the acquisition of Bernston Porter effective on May 1, we are revising upward our previously announced guidance. Our revised guidance is to grow revenue between 8% to 10% and earnings per share within a range of 12% to 15% for the full year of 2021 compared to the full year of 2020. While there is still uncertainty as we navigate this next phase of the pandemic, our guidance assumes that recovery will continue and that business conditions will remain the same or improve throughout the remainder of the year. With this revision and guidance and the announcement of the acquisition, I want to point out that Bernston Porter is a traditional accounting firm that recognizes a disproportionate amount of its revenue in the first half of the year due to the timing of tax deadlines in the busy season. Given the seasonal nature of this business, the earnings impact of this acquisition will be more fully realized in 2022 and beyond. ","q1 earnings per share $0.92 from continuing operations. sees fy revenue up 8 to 10 percent. q1 revenue rose 8.4 percent to $300.7 million. for 2021 co expects to grow fully diluted earnings per share within a range of 12% to 15% over prior year. " "In addition, today's call includes discussions of certain non-GAAP financial measures. Tables reconciling these non-GAAP financial measures are available in the supplemental information package in the Investors section of the company's website at crowncastle.com. As you saw from our second quarter results and increased full year outlook, we continue to generate significant growth in cash flows and dividends from the deployment of 5G in the U.S. We are experiencing the highest level of tower activity in our history, resulting in a year of outsized growth as we now anticipate 12% growth in AFFO per share for full year 2021, meaningfully above our long-term annual target of 7% to 8%. Our current 7% to 8% growth target was established in 2017 when we expanded our fiber and small cell strategy through the completion of our largest acquisition. This 7% to 8% growth target was an increase of 100 basis points from our prior target since we expected a diverse portfolio to increase our ability to consistently drive long-term growth. Since that time, the strategy has worked better than expected as we have grown our dividend per share at a compounded annual growth rate of 9%, with some years being driven by outsized growth in our fiber and small cell business like last year, and other years like this one being driven by higher growth in our tower business. This record level of activity is tied to the existing wireless carriers increasing their spend to add more equipment to tower sites and DISH starting to build a new nationwide 5G network from scratch. We expect this elevated level of activity to continue beyond this year and support future growth on our towers. While driving strong growth in our tower business this year, the initial focus by our customers on towers has also led to some delays in our small cell deployment, shifting the timing of when we expect to complete the nearly 30,000 small cells contractually committed in our backlog. When combined with zoning and permitting challenges as well as the previously disclosed Sprint cancellation, we now expect to deploy approximately 5,000 small cells in each of this year and next year with the remaining nearly $20,000 from our current backlog completed beyond 2022. This delay has not impacted our view of long-term attractiveness of small cells since the fundamental need for small cells continues and the unit economics remain in line with our expectation. With more than 50,000 small cells on air, we have already seen how important small cells are as a key tool used by the carriers to add network capacity by reusing their spectrum over shorter and shorter distances. We believe small cells will be an even more important tool going forward as the nature of wireless networks requires continued cell site densification to meet the increasing demand for data, especially as 5G networks are deployed. As a result, we believe these timing factors will not alter our long-term returns on our investments or our ability to deliver on our growth objectives. One of the core principles of our strategy is to focus on the U.S. market because we believe it is the best market for communications infrastructure ownership, with the most attractive growth profile and the lowest risk. With that view in mind, we've invested nearly $40 billion in shared infrastructure assets that we believe are mission-critical for today's wireless networks and sit in front of what is expected to be a massive decade-long investment by our customers to deploy 5G in the U.S. As you can see on slide four, our tower and fiber investments are at two different stages of development and maturity. Our tower investment began more than 20 years ago at an approximately 3% yield, when we built and acquired assets that we could share across multiple customers. By providing a lower cost to each customer, we have leased up those assets over the years and generated compelling returns for our shareholders. As we have proven out the value proposition for our customers over time, our tower assets now generate a yield on invested capital of 11% with meaningful capacity to support additional growth. As we realize the wireless network architecture would need to evolve with 4G, requiring a network of cell sites that would be much denser and closer to end users, we expanded our shared infrastructure offering beyond towers, establishing the industry-leading small cell business in the U.S. It's encouraging that the business is already generating a current yield on invested capital of more than 7%, given the relative immaturity of these investments. To provide additional visibility into how our investments are progressing, we've updated our analysis of the cohort of five markets we introduced a year ago. Looking at a collective view of how these five markets have performed over the last year on slide five, growth from both small cells and fiber solutions has contributed to an incremental yield of 7% on the approximately $200 million of incremental net capital investment. Adjusted for the timing impacts associated with the large in-process small cell project, where capital investment has occurred in advance of the corresponding revenue and cash flows, the incremental yield is approximately 8%. This incremental yield resulted in a modest decline in the combined cash yield from 9.2% a year ago to 9% currently. This is in line with our expectations as we have invested in new small cells at a 6% to 7% initial yield that we expect to grow over time as we lease up those assets to additional customers. During the last year in these markets, we have added more than 500 route miles of new high-capacity fiber to support the deployment of approximately 2,000 small cells. Importantly, approximately 40% of the small cells deployed were co-located on existing fiber with the balance representing new anchor builds in attractive areas of these markets where we expect to capture future small cell and fiber solutions demand. Generally speaking, we would expect markets that have a longer average investment life to have higher returns than those with less mature assets. This is true because we have more time to add customers to existing assets, which is consistent with our historical experience with towers, where we have, on average, added about one tenant -- one new tenant every 10 years. Similar to our experience with the movements in yield and tower investments over time, as we showed back on page four, sometimes the steady climb of yields on legacy investment is less obvious as we invest in less mature assets that bring down the overall market yield. This is certainly true of some of the cohort. Very much related to the average life of the investment is the density of small cells per route mile of fiber since, as in the tower business, the co-location of additional nodes on existing fiber is what drives the yields up over time. Consequently, we typically see a higher percentage of nodes co-located on existing fiber as the density of nodes increases. On the third characteristic, we believe the markets with both small cells and fiber solutions will ultimately have higher yields than those with only one of the two revenue streams. With this setup as a backdrop, I want to share a few observations that I think are important to highlight as we assess this data set on page six. Looking across the markets, you can see the longer average investment lives tend to correspond to higher yield. Denver has the least mature capital base and the lowest market yield, while Orlando has one of the most mature capital bases and the highest yields. In addition, the higher density of nodes per mile, which is generally correlated with the longer investment life and higher percentage of co-located nodes generates higher market yield. The financial benefit associated with co-locating nodes is apparent when looking at the incremental yield in Los Angeles and Phoenix. In the last year, about half of the small cells deployed across those two markets were co-located on existing fiber, resulting in a strong incremental yield. Meanwhile, Denver does not fit neatly into this framework, featuring the highest node density but the lowest yield. Part of the explanation is that Denver is a market where we spent more than we originally budgeted on our initial build activity, which weighed down the starting yield. Importantly, during the last 12 months, we achieved strong yields on incremental invested capital in Denver, increasing the market yield by 70 basis points. This is consistent with our experience more broadly in the small cell business as co-located nodes on existing fiber come at high incremental yields, driving attractive returns over time. And finally, looking at the financial benefit of having both small cells and fiber solutions leveraging the same asset base, you can see the markets with a meaningful contribution from both offerings are generally performing better. The best example to point to here is Philadelphia, where despite having a less mature capital base and lower node density than Phoenix, it is generating a similar yield on invested capital of nearly 10% due primarily to the higher contribution from fiber solutions. Our experience in Philadelphia also highlights another important point when assessing the performance of a portfolio of assets. Similar to what we've seen throughout our long history of towers, when you zoom in on a particular set of assets and focus on a short time period, the picture may not always be perfect. Over the last year, the market yield in Philadelphia has contracted by 60 basis points due to a combination of a lack of small cell activity as this was not a priority market for our customers and more muted growth from fiber solutions. Despite this, Philadelphia is still generating a very attractive yield on invested capital, and we believe our dense fiber footprint in this top market is positioned well to capture future small cell and fiber solutions growth. In summary, the combined performance of this cohort of market provides another point of validation for our strategy, with small cells and fiber solutions growth contributing to attractive incremental yields while we continue to make discretionary investments in new assets that will expand the long-term growth opportunity. Turning back now to our overall strategy. As has been obvious to all of us over the last 18 months, connectivity is vital to our economy and how we live and interact with one another. Our strategy is to provide profitable solutions to connect communities and people to each other. Our business is also inherently sustainable. Our shared infrastructure solutions limit the proliferation of infrastructure and minimize the use of natural resources. Our solutions help address societal challenges like the digital divide in underserved communities by advancing access to education and technology. As you've seen in our last two sustainability reports, we've enhanced our focus on ESG, which we believe will drive increased revenue opportunities from things like smart cities and broadband for all and lower operating costs in areas like tower lighting, electric vehicles and interest savings, which Dan will discuss in just a minute. Importantly, none of this is possible without a team at Crown Castle that embraces diversity and inclusion, ensuring that our employees and our business partners are empowered to help us serve our customers, connect our communities and build the future of communications infrastructure in the U.S. So to wrap up, we expect to deliver outsized AFFO per share growth of 12% this year as we capitalize on the highest tower activity levels in our history with our customers deploying 5G at scale. We expect this elevated level of tower activity to continue beyond this year. Our diversified strategy of towers and small cells has driven higher growth than expected as we have grown our dividend at a compounded annual growth rate of 9% since we expanded our strategy in 2017. And looking forward, I believe our strategy to offer a combination of towers, small cells and fiber solutions, which are all critical components needed to develop 5G will extend our opportunity to deliver dividend per share growth of 7% to 8% per year. And when I consider the durability of the underlying demand trends we see in the U.S. that provides significant visibility into the future growth for our business, I believe Crown Castle stands out as a unique investment that we believe will generate compelling returns over time. As Jay mentioned, 2021 is shaping up to be a great year of growth for Crown Castle as our customers deploy 5G nationwide. The elevated tower activity drove strong second quarter financial results and another increase to our full year outlook, which now includes an expected 12% growth in AFFO per share. Turning to second quarter results on slide seven. Site rental revenue increased 8%, including 5.3% growth in organic contribution to site rental revenue. This growth included 8.6% growth from new leasing activity and contracted escalators net of 3.3% from nonrenewal. The higher activity levels also drove a $40 million increase in contribution from services when compared to second quarter 2020, leading to 15% growth in adjusted EBITDA and 18% growth in AFFO per share. Turning to slide four. With the strong second quarter and continued momentum, we have again increased our full year outlook, highlighted by a $30 million increase to adjusted EBITDA and a $20 million increase to AFFO. The higher activity in towers drove the majority of these changes to our outlook including an additional $15 million in straight-line revenue, a $45 million increase to the expected contribution from services and $15 million of additional labor costs. The lower expected volume of small cells deployed this year that Jay discussed earlier results in a $10 million reduction in organic contribution to site rental revenue, which translates to a 20 basis point reduction in the expected full year growth in consolidated organic contribution to site rental revenue to 5.7%. Our expectations for the contribution to full year growth from towers and fiber solutions remains unchanged at approximately 6% for towers and 3% for fiber solutions, with small cell growth now expected to be approximately 10% compared to our previous outlook of approximately 13% growth. Moving to investment activities. During the second quarter, capital expenditures totaled $308 million, including $19 million of sustaining expenditures, $60 million of discretionary capital expenditures for our tower segment and $223 million of discretionary capital expenditures for our fiber segment. Our full year expectation for capital expenditures has reduced to $1.3 billion from our prior expectation of $1.5 billion, primarily attributed to the reduction in small cells we expect to deploy this year. Turning to our balance sheet. We exited the second quarter with a net debt-to-EBITDA ratio of approximately five times, which is in line with our target leverage. Consistent with our overall focus on delivering the highest risk-adjusted return for shareholders, we have methodically reduced risk across our balance sheet over the last five years by reducing our exposure to variable rate debt in extending the maturity profile of our borrowings to better align the duration of our assets and liabilities. Specifically, since our first investment-grade bond offering in early 2016, we have increased the weighted average maturity from just over five years to nearly 10 years, increased our mix of fixed rate debt from just under 70% to more than 90% and reduced our weighted average borrowing rate from 3.8% to 3.2%. Consistent with that focus, we issued $750 million of 10-year senior unsecured notes in June at 2.5% to refinance outstanding notes maturing in 2022 and to repay outstanding borrowings on our commercial paper program. Additionally, in June, we amended our existing credit facility, extending the maturity date to June 2026 and incorporating sustainability targets that resulted in lower interest rates in the facility as we achieve specified sustainability metrics over the next five years. We believe this was the first time sustainability targets had been incorporated in a credit facility for tower company. Adding quantifiable sustainability metrics to our inherently sustainable business model that Jay outlined earlier highlights our commitment to delivering value to all our stakeholders. Stepping back and to wrap things up, we are excited about the record levels of tower activity as our customers deploy 5G at scale. We are capitalizing on those positive fundamentals and expect to deliver a great year of growth with AFFO now expected to grow 12% for the full year 2021, meaningfully above our long-term annual target of 7% to 8%. Our diverse portfolio of assets and customer solutions has performed better than expected since we meaningfully augmented our fiber footprint with a large acquisition in 2017 as we have grown our dividend per share at a compound annual growth rate of 9% over that time. Importantly, in some years like last year, our fiber and small cell business has driven that outperformance, while in other years like this one, our tower business is the driver. We continue to invest in new assets that we believe will allow us to grow our dividend per share at 7% to 8% per year going forward. This growth provides a very attractive total return opportunity when combined with our current approximately 3% dividend yield, and we believe our investments in new assets will extend this opportunity into the future. With that, Cody, I'd like to open the call to questions. ","qtrly site rental revenues grew 8%, or $106 million, from q2 2020 to q2 2021. " "In the first quarter, Cullen/Frost earned $113.9 million or $1.77 a share compared with earnings of $47.2 million or $0.75 a share reported in the same quarter last year and $88.3 million or $1.38 a share in the fourth quarter of 2020. In a very challenging economic environment, our team not only continued to execute on our strategies, but also achieved some extraordinary accomplishments that I'll discuss in detail as we go through the call. Economic impacts of the pandemic continue to affect loan demand. Overall, average loans in the first quarter were $17.7 billion, an increase of 18% compared with $15 billion in the first quarter of last year. But excluding PPP loans first quarter average loans of $14.9 billion represented a decline of just over 1% compared to the first quarter of 2020. Average deposits in the first quarter were $35.4 billion and they were an increase of 30% compared to $27.4 billion in the first quarter of last year. Obviously, macroeconomic factors over the past year have impacted our deposit growth but it's also been our experience over our history that our frost that we're safe haven for customers and times of uncertainty. Our return on average assets and average common equity in the first quarter were 1.09% and 11.13%, respectively. We did not record a credit loss expense related to loans in the first quarter after recording a credit loss expense of $13.3 million in the fourth quarter. Our asset quality outlook is stable and experienced a meaningful improvement during the first quarter. In general, problem assets are declining in number and new problems have dropped significantly and are at pre-pandemic levels. Net charge-offs for the first quarter dropped sharply to $1.9 million from $13.6 million in the fourth quarter. Annualized net charge-offs, for the first quarter, were just 4 basis points of average loans. Nonperforming assets were $51.7 million at the end of the first quarter, down 17% from the $62.3 million at the end of the fourth quarter. And a year ago, nonperformers stood at $67.5 million. Overall, delinquencies for accruing loans at the end of the first quarter were $106 million or 59 basis points of period-end loans at stable when compared to the end of 2020 and comparable to what we have experienced in the past several years. Of the $2.2 billion in 90-day deferrals granted to borrowers that we've discussed on previous calls, only about $11 million remain in deferment at the end of the first quarter. Total problem loans, which we define as risk grade 10 and higher were $774 million at the end of the first quarter compared with $812 million at the end of the fourth quarter. Energy-related problem loans continued to decline and were $108.6 million at the end of the first quarter compared to $133.5 million for the previous quarter. To put that in perspective, total problem energy loans peaked at nearly $600 million early in 2016. In general, energy loans continued to decline as a percentage of our portfolio falling to 7.5% of our non-PPP portfolio at the end of the first quarter. As a reminder, that figure was 8.2% at the end of the fourth quarter and the peak was 16% back in 2015. We continue to work hard to rationalize our company's exposure to the energy segment to appropriate levels. Overall, we find that credit quality is improving. When the pandemic started last year, we assembled teams to analyze the non-energy portfolio segments that we considered the most at risk which included restaurants, hotels, entertainment, sports and retail. The total of these portfolio segments, excluding PPP loans, represented just $1.6 billion at the end of the first quarter. And our loan loss reserve for these segments was 4.9%. The credit quality of individual credits in these segments is mostly stable or better compared to the end of the fourth quarter, and the outlook is improving although macroeconomic trends impacting some segments will take time to fully digest. The Hotel segment, where we have $286 million outstanding remains our most at risk category. However, we believe our exposure to any significant loss is minimal. I'm very proud of our team's ability to build relationships with new customers in challenging times. Particularly when so much effort was put into helping existing small business customers get PPP loans. During the first quarter, we added 55% more new commercial relationships than we did in the first quarter of last year. A good portion of those mentioned PPP is the reason they came to frost, but even more of them we're just from the continued hard work by our bankers and the level of service that we provide. New loan commitments booked during the first quarter, excluding PPP loans, were down by 16% compared to the first quarter of 2020, which was before the economic impact of the pandemic had been felt. So this comparison clearly shows the impact of the pandemic on loan demand. Regarding new loan commitments booked, the balance between these relationships was nearly even with 49% larger and 51% core at the end of the first quarter. We will continue to keep this balance in mind. In total, the percentage of deals lost to structure was 70%, and it was fairly consistent with the 73% we saw this time last year. However, keep in mind, we believe that's a high number, and it illustrates the competition out there through underwriting. Our weighted current active loan pipeline in the first quarter was up about 1% compared with the end of the fourth quarter. So though modest, it was good to see some improvement. Consumer banking also continues to see outstanding growth. Overall, our net new consumer customer growth rate for the first quarter was up 255% compared to the first quarter of 2020, 255%. Same-store sales, as measured by account openings were up by 18% and through the end of the first quarter when compared to the first quarter of 2020, and up a non-annualized 11% on a linked-quarter basis. In the first quarter, 36% of our account openings came from our online channels, including our Frost mobile app. We believe this compares very well to the industry. Online account openings were 35% higher when compared to the first quarter of 2020. Consumer loan portfolio was $1.8 billion at the end of the first quarter, up by 1.4% compared to the first quarter of last year. We're nearing the completion of our previously announced Houston expansion. We opened the 23rd of the planned 25 new financial centers in April, and the remaining two will be opened in the coming weeks. Overall, the new financial centers are exceeding our expectations. This is one of the extraordinary accomplishments that I mentioned earlier. Our team's performance of keeping the momentum going in Houston despite the pandemic and all the work we put into PPP is a true credit to our outstanding staff. Now let me share with you where we stand with the expansion as of March for the 22 locations we had opened at that time and it excludes PPP loans. Our numbers of new households were 144% of target and represent over 8,700 new individuals and businesses. Our loan volumes were 212% of target and represented $263 million in outstandings. Let's look at the mix of this portfolio. About 85% represent commercial credits with about 15% consumer. They represent just under half C&I loans, about 1/4 investor real estate, 15% consumer and around 10% nonprofit in public finance. Finally, with only three loans over $10 million, over 80% are core loans. Now let's look at deposits. At $343 million, they represent 114% of target. They represent about two-third commercial and one-third consumer. We've seen increasing momentum over the last year when we were about 68% of our target. What I hope this demonstrates and what's important to understand is that the character of the business we are generating through the expansion is very consistent with the overall company. It's just what we do. And you can see that its profitability will be driven by small and midsized businesses. I'm extremely proud of what our organization has been able to do in Houston, and I believe you should be, too. We've built a platform that will add to shareholder value for years to come. And that's why I'm happy to share that we will be taking the lessons and skills we've learned in the Houston market to a very similar opportunity we have before us in Dallas early next year with 25 new locations over a 30-month period. This will put us on a path to triple our number of locations in that dynamic market over that time. Turning now to PPP. Our team was ready to respond when SBA reopened the application process in January. To date, we've taken in about 12,400 new loan applications in the second round of PPP with over $1.3 billion funded. Combined with our total from the first round last year, we funded more than 31,000 loans or $4.6 billion, just amazing. We've also been working hard to help those borrowers get loans forgiven. We've invited all of the round one borrowers to apply for forgiveness, and we've submitted 70% of those loan balances to the SBA, and we've received forgiveness on about 50% already. Because this process is vital to our borrowers, we're doing all the work in-house with frost bankers. We haven't outsourced any of these efforts. We're excited to announce that on April 15, we've launched a new feature for our consumer customers called $100 overdraft grace. This feature is an investment in our organic growth strategy. And at the same time, we believe it will make a difference in our customers' lives. It clearly sets us apart from both traditional bank competitors and neo banks. As a result, we expect it to further increase the rate of new customer growth and our already growing consumer bank. Also this month, we received some good news from third-party organizations that assess our customer service. The Greenwich Excellence awards or frost has had the highest scores for superior service, advice and performance to small business and middle market banking clients for four consecutive years. Let us know that our already high overall satisfaction and Net Promoter scores went up even higher over 2020, while many of our competitors saw declines. And I'm very pleased to let you know that J.D. Power and Associates, just this week announced at Frost once again received the highest ranking in customer satisfaction in Texas in the retail banking satisfaction study. That's the 12th consecutive year we've had the highest scores in Texas. When you put it all together, the solid financial results, the healthy numbers in deposits and loans, all the new relationships, the goodwill from our PPP efforts, the Houston expansion and the customer service accolades it shows that when we care about customers and work to be a force for good and their everyday lives will be rewarded. And I don't just mean rewarded in a financial sense. I mean the sense that people recognize that we're doing something important and we're doing it better than just about anyone else. 2020 was a tough year in 2021, hasn't been easy so far, but things are looking up. And that's due to everything that our employees have been doing for our company and our customers in these difficult times, and I'm very optimistic about our outlook. I appreciate all their hard work. And I'm proud of them, and I'm proud to be at frost. Looking first at our net interest margin. Our net interest margin percentage for the first quarter was 2.72%, down 10 basis points from the 2.82% reported last quarter. The decrease was impacted by a higher proportion of earning assets being invested in lower-yielding balances at the Fed in the first quarter as compared to the fourth quarter, partially offset by the positive impact of the PPP loan portfolio. Interest-bearing deposits at the Fed earning 10 basis points averaged $9.9 billion or 25% of our earning assets in the first quarter, up from $7.7 billion or 20% of earning assets in the prior quarter. Excluding the impact of PPP loans, our net interest margin percentage would have been 2.59% in the first quarter, down from an adjusted 2.75% for the fourth quarter. The taxable equivalent loan yield for the first quarter was 3.87%, up 13 basis points from the previous quarter. Excluding the impact of PPP loans, the taxable equivalent loan yield would have been 3.77%, basically flat with the prior quarter. Average loan volumes in the first quarter of 17.7 billion were down 260 million from the fourth quarter average of 17.9 billion. Excluding PPP loans, average loans in the first quarter were down about 184 million, or 1.2% from the fourth quarter, with about three quarters of that decrease related to energy loans. To add some additional color on our PPP loans, as Phil mentioned, we funded over 1.3 billion of round two PPP loans during the first quarter. This was offset by approximately 580 million and forgiveness payments during the quarter on round one loan, bringing our total round one forgiveness payments to approximately 1.4 billion. At the end of the first quarter we had approximately 73 million in net deferred fees remaining to be recognized with about one third of this related to round one loans. With respect to round two loans given the smaller dollar size of the loans and changes in the forgiveness process, we expect this portfolio to have a shorter average life and the round one portfolio. As a result, we currently expect about 90% of the remaining net defer fees to be recognized this year. Looking at our investment portfolio, the total investment portfolio averaged 12.2 billion during the first quarter, down about 335 million from the fourth quarter average of 12.6 billion. The taxable equivalent yield on the investment portfolio was 3.41% in the first quarter, flat with the fourth quarter. The yield on the taxable portfolio, which averaged 4 billion was 2.06% down 6 basis points from the fourth quarter as a result of higher premium amortization associated with our agency mortgage backed security given faster prepayment speed, and to a lesser extent, lower yields associated with recent purchases. Our municipal portfolio averaged about 8.2 billion during the first quarter, down 154 million from the fourth quarter with a taxable equivalent yield of 4.09% flat with the prior quarter. At the end of the first quarter 78% of the municipal portfolio was pre-refunded, or PSF insured. Investment purchases during the first quarter were approximately 500 million and consistent about 200 million each in treasuries and mortgage backed securities respectively with the remainder being municipal. Our current projections only assumed that we make investment purchases of about 1.4 billion for the year, which will help us to offset a portion of our maturities and expected prepayments and calls. Regarding non-interest expense looking at the full year 2021, we currently expect an annual expense growth of something around the 3.5% to 4% range from our 2020 total reported non-interest expenses. And regarding the estimates for full year 2021 earnings, given our first quarter results, in our assumption of similar to improving credit metrics to those we saw in the first quarter. We currently believe that the current mean of analysts' estimates of $5.42 is too low. ","q1 earnings per share $1.77. " "In the third quarter Cullen/Frost earned $109.8 million or $1.73 per diluted common share compared with earnings of $115.8 million or $1.78 a share reported in the same quarter of last year. Our return on average assets was 1.35% for the quarter compared to 1.49% in the third quarter last year. Average deposits in the third quarter were up to $26.4 billion compared with $26.2 billion in the third quarter of last year. Average loans in the third quarter were $14.5 billion up 5.8% from the third quarter of last year. We continue to see growth in our C&I CRE and Consumer segments. Our provision for loan losses was $8 million in the third quarter compared to $6.4 million in the second quarter of 2019 and $2.7 million in the third quarter of 2018. Net charge-offs for the third quarter were $6.4 million compared with $15.3 million for the third quarter of last year. Third quarter annualized net charge-offs were only 17 basis points of average loans. Nonperforming assets were $105 million at the end of the third quarter compared to $76.4 million in the second quarter of 2019 and $86.4 million in the third quarter of last year. The increase in the third quarter related to a single energy credit which have been included in problem energy loans since early 2016. Overall delinquencies for accruing loans at the end of the third quarter were $100 million or 69 basis points of period end loans. Those numbers remain well within our standards and comparable to what we have experienced in the past several years. Our overall credit quality remains good. Total problem loans which we define as risk grade 10 and higher of $487 million at the end of the third quarter compared to $457 million in the second quarter of this year and $504 million for the third quarter of last year. Energy-related problem loans declined to $87.2 million at the end of the third quarter compared to $93.6 million at the end of the second quarter and $138.8 million in the third quarter of last year. Energy loans in general represented 10.5% of our portfolio at the end of the third quarter well below our peak of more than 16% in 2015. Our focus for commercial loans continues to be on consistent balanced growth including both the core component which we define as lending relationships under $10 million in size as well as larger relationships while maintaining our quality standards. New relationships increased 5% versus the third quarter a year ago. The dollar amount of new loan commitments booked during the third quarter dropped by 14% compared to the prior year with decreases in C&I public finance and energy but a slight increase in CRE amendments. Similar to what we discussed last quarter we are looking at lots of deals but our booking ratio was down particularly in commercial real estate. In the current quarter our booking ratio for CRE was 24% versus 32% in the prior year. Overall in the third quarter we saw our percentage of deals lost to structure increase from 56% to 61% versus a year ago. I was pleased to see our weighted current active loan pipeline in the third quarter was up by about 30% compared with the end of the second quarter due to higher levels of C&I opportunities. So we are seeing good activity and I'm expecting some good growth in the fourth quarter. In Consumer Banking our value proposition and award-winning service and technology continued to attract customers. The fourth fifth and sixth of the 25 new financial centers planned over the next two years in Houston opened in the third quarter and we have already opened the seventh so far in the fourth quarter with more to come before the end of this year. Overall net new consumer customer growth for the third quarter was up by 48% compared with a year ago. So far this year same-store sales as measured by account openings increased by 14% compared to a year ago. In the third quarter just under 30% of our account openings came from our online channel which includes our Frost Bank mobile app. This channel continues to grow. In fact online account openings were 56% higher during the quarter compared to the previous year. The consumer loan portfolio averaged $1.7 billion in the third quarter increasing by 1.9% compared to the third quarter of last year. I continue to be extremely proud of our banking insurance and wealth advisory staff executing our strategy of organic growth consistent with our strong culture. The interest rate environment presents challenges to our industry but we continue to focus on the fundamentals and growing our lines of business in line with our quality standards. To sum up Frost has received the highest ranking in customer satisfaction in Texas in J.D. Power's U.S. Retail Banking Satisfaction Study for 10 years in a row. We have received more Greenwich excellence and best brand awards for small business and middle-market banking than any other bank nationwide for three consecutive years and we have once again been named the best Bank in Texas by money magazine. You don't do that without great people dedicated to providing the kind of service that makes people's lives better. I'll make a few comments about the Texas economy before providing some additional information about our financial performance for the quarter and I'll close with our guidance for full year 2019. Regarding the economy Texas unemployment remained at the historically low level of 3.4% for the fifth month in a row in September. Texas job growth continued at a healthy pace but decelerated during the third quarter coming in at 3% in July 1.8% in August and 0.9% in September compared to the 2.3% growth seen in the first six months of the year. The Dallas Fed currently estimates Texas job growth at 2.1% for full year 2019. In terms of employment growth by industry construction has been especially strong growing at 6% year-to-date followed by manufacturing job growth of 2.7%. Energy industry job growth has weakened and now stands at 1.6% year-to-date however energy job growth was negative in the third quarter. Looking at individual markets. Houston economic growth was slightly ahead of historical trends in the third quarter. The Fed's Houston business Cycle Index saw to a 3.9% growth rate in September but remains above its historical average of 3.5%. Year-to-date Houston employment is up 2% with third quarter growth slightly better at 2.2%. The construction sector saw 7.3% job growth in the nine months through September. The strongest growth of any sector in the Houston economy. Houston's unemployment rate fell slightly to 3.6% in September. The Dallas business cycle index expanded at a 4.4% annual rate in the third quarter while the Fort Worth business cycle index expanded at a 3.5% annual rate. In September the unemployment rate fell to 3.1% in Dallas and 3.2% in Fort Worth. The Austin economy also remained healthy in August. The Austin business cycle index grew at a 7.8% annualized rate. Austin's unemployment rate stood at 2.7%. The information sector saw by far the fastest job creation in Austin in the year-to-date period with job growth of 23% over the prior year period. Growth in the San Antonio economy accelerated in September. The San Antonio business cycle index expanded its fastest pace since 2016 growing at a 3.8% rate in September well above its long-term trend of 2.9%. San Antonio's unemployment rate decreased slightly to 3% as of September. The Permian Basin economy showed year-to-date job growth of 0.2% through September with unemployment of 2.3% remaining well below the state's overall 3.4%. Looking at our net interest margin. Our net interest margin percentage for the third quarter was 3.76% down nine basis points from the 385 -- 3.85% reported last quarter. The decrease primarily resulted from lower yields on loans and balances at the Fed partially offset by lower funding costs. The taxable equivalent loan yield for the third quarter was 5.16% down 18 basis points from the second quarter. Looking at our investment portfolio the total investment portfolio averaged $13.4 billion during the third quarter up about $122 million from the second quarter average of $13.3 billion. The taxable equivalent yield on the investment portfolio was 3.43% in the third quarter up one basis point from the second quarter. Our municipal portfolio averaged about $8.2 billion during the third quarter flat with the second quarter. During the third quarter we purchased about $100 million in agency mortgage-backed securities yielding 2.63% and about $260 million in municipal securities with a TE yield of 3.31%. The municipal portfolio had a taxable equivalent yield for the third quarter of 4.08% up two basis points from the previous quarter. At the end of the third quarter about 2/3 of the municipal portfolio was PSF insured. The duration of the investment portfolio at the end of the quarter was 4.3 years flat with the previous quarter. Looking at our funding sources. The cost of total deposits for the third quarter was 39 basis points down two basis points from the second quarter. The cost of combined Fed funds purchased and repurchase agreements which consists primarily of customer repos decreased 16 basis points to 1.53% for the third quarter from 1.69% in the previous quarter. Those balances averaged about $1.29 billion during the third quarter up about $49 million from the previous quarter. Moving to noninterest expenses. Total noninterest expense for the quarter increased approximately $15.2 million or 7.8% compared to the third quarter last year. Excluding the impact of the Houston expansion and the increased operating costs associated with our headquarter's move in downtown San Antonio noninterest expense growth with an approximately 4.3%. Regarding the assets for full year 2019 reported earnings we currently believe that the mean of analyst estimates of $6.81 is reasonable. Now I'll open up the call to questions. ","q3 earnings per share $1.73. increases quarterly cash dividend by 6 percent to $0.71per share. " "In the third quarter, Cullen/Frost earned $95.1 million or $1.50 per share compared with earnings of $109.8 million or $1.73 per share reported in the same quarter of last year and $93.1 million or $1.47 per share in the second quarter of this year. Overall, average loans in the third quarter were $18.1 billion, up by 25% from $14.5 billion in the third quarter of last year, which included the impact from PPP loans. However, even excluding this impact, loans managed a 3.3% increase from a year earlier. Average deposits in the third quarter were $32.9 billion, also up by 25% from the $26.4 billion in the third quarter of last year and the highest quarterly average deposits in our history. We understand that the banking industry has seen broad increases in deposit levels, as authorities implemented comprehensive fiscal and monetary responses to the pandemic. However, it's also been our experience that Frost has historically been a safe place in times of uncertainty, and I believe this will always be a part of our growth in challenging times. For the first time, our total assets have surpassed $40 billion, up 41% in the last five years, and all of that representing organic growth. And speaking of organic growth, I'll discuss our Houston expansion in more detail later in the call. But I'd like to point out that we were pleased to see our deposit market share in Houston has now moved up to #6, up from 10th place a year ago. Even with the challenging environment, we and others in our industry have seen pressure on profitability. Our return on assets in the third quarter was just below 1% at 0.96%, and we were pleased to announce yesterday the action of our Board to increase our dividend for the 26th consecutive year. We saw a reduction in credit cost expense to $20.3 million in the third quarter, down from $32 million in the second quarter of 2020. This compared with $8 million in the third quarter of last year. Net charge-offs for the third quarter were $10.2 million, down sharply from the $41 million in the second quarter and included no energy charge-offs. Annualized net charge-offs for the third quarter were 22 basis points of average loans. Nonperforming assets were $96.4 million at the end of the third quarter compared to $85.2 million at the end of the second quarter and $105 million at the end of the third quarter last year. The third quarter increase resulted primarily from the addition of an energy service company. Overall delinquencies for accruing loans at the end of the third quarter were $133 million or 73 basis points of period-end loans. Those numbers remain within our standards and comparable to what we've experienced in the past several years. In total, we granted 90-day deferrals to more than 2,500 borrowers for loans totaling $2.2 billion. At the end of the third quarter, there were around 300 loans totaling $157 million in deferment or about 1%. Total problem loans, which we define as risk grade 10 and higher, were $803 million at the end of the third quarter compared to $674 million at the end of the second quarter. Energy-related problem loans were $203.5 million at the end of the third quarter compared to $176.8 million for the previous quarter and $87.2 million for the third quarter last year. To put that in perspective, the year-end 2016 total problem energy loans totaled nearly $600 million. Energy loans continued to decline as a percentage of our portfolio, falling to 9.1% of our non-PPP portfolio at the end of the third quarter. As a reminder, the peak was 16% back in 2015. Oil prices have stabilized from volatile levels that we saw earlier in the year, and we continue to moderate our company's exposure to the energy segment. Through the first nine months of this year, the pandemic's economic impacts on our portfolio have been negative but manageable. During our last two conference calls, we discussed the nonenergy portfolio segments that have had an increased impact from the economic dislocations brought on by the pandemic, namely restaurants, hotels, entertainment and sports and retail. The total of these portfolio segments, excluding PPP loans, represented $1.54 billion at the end of the third quarter, and our loan loss reserve for these segments was 3.37%. New relationships are up by 38% compared with this time last year, largely because of our strong efforts and reputation for success in helping small businesses get PPP loans. The dollar amount of new loan commitments booked through September is up by about 2% compared to the prior year. Regarding new loan commitments booked, the balance between these relationships has stayed steady at 53% large and 47% core so far in 2020. The market remains competitive and, in fact, seems to be getting more so. For instance, the percentage of deals lost to structure increased from 61% this time last year to 70% this year. It was good to see that in this environment, our weighted current active loan pipeline in the third quarter was up 11% compared with the second quarter of this year. Consumer banking continues to see growth, although it slowed somewhat by the effect of the pandemic. Overall, net new customer growth for the third quarter was down 13% compared with the third quarter of 2019 for consumers. Same-store sales, as measured by account openings, were down about 15.5% through the end of the third quarter when compared with the third quarter of 2019. In the third quarter, 52% of our account openings came from our online channel, which includes our Frost Bank mobile app, and online account openings were 73% higher compared to the third quarter of 2019. Our investments in enhancing our mobile and online experience proved timely during the quarantine. The consumer loan portfolio was $1.8 billion at the end of the third quarter, up by 6.7% compared to the third quarter of last year. Our growth is being driven primarily by consumer real estate loans. Our Houston expansion continues on pace, with five new financial centers opened in the third quarter for a total of 20 of the 25 planned new financial centers. We expect to open two more in this quarter, with the remaining three opening in early 2021. The fact that we've been able to continue our expansion plans through the pandemic and see very promising results is due to the dedication and skill of Frost bankers. When they've done the miraculous, what merely seems extraordinary tends to be taken for granted. Of course, we realize the pressures impacting the banking industry in light of the current and projected economic and interest rate environment and the importance of operating as efficiently as possible while providing the level of world-class customer service Frost is known for. I'm proud of our efforts over time and, in particular, what we've accomplished this year, which Jerry Salinas has been reporting on as we've moved through 2020. Next year will be no different, and we're committed to improving our operating efficiency further. In that regard, I'll note that our executive team has committed to reduce our own salaries by 10% effective January one as well as reducing my team's bonus targets by 5% and mine by 10% for the coming year. We're taking these actions despite the recognized success Frost has had managing through the pandemic and supporting our customers and communities. They represent management's desire to contribute to the current and future long-term well-being of the company and reflect our commitment to our unique culture. All of us at Frost in all our lines of business will face these challenges together, and our company, as always, will emerge stronger than ever. Looking first at our net interest margin. Our net interest margin percentage for the third quarter was 2.95%, down 18 basis points from the 3.13% reported last quarter. The decrease primarily resulted from lower yields on loans, which had a negative impact of approximately 11 basis points on the net interest margin and a lower yield on securities, which had a three basis point negative impact, combined with an increase in the proportion of balances at the Fed as a percentage of earning assets, which had about a seven basis point negative impact on the NIM compared to the previous quarter. Lower interest costs in the quarter reduced these negatives by about two basis points. The taxable equivalent loan yield for the third quarter was 3.73%, down 22 basis points from the previous quarter. The decrease in yield was impacted by decreases in LIBOR during the quarter, as about 2/3 of our loan portfolio, excluding PPP, is made up of floating rate loans, and about 60% of our floating rate loans are tied to LIBOR. The PPP loan portfolio also had a negative effect on our loan yield as compared to the second quarter. During the third quarter, we extended the expected term of the PPP portfolio somewhat, which resulted in a yield on the PPP portfolio of 3.65% during the third quarter as compared to 4.13% in the second quarter. This had a nine basis point negative impact on the comparison between the second and third quarter reported total loan yields. Looking at our investment portfolio. The total investment portfolio averaged $12.7 billion during the third quarter, up about $180 million from the second quarter average of $12.5 billion. The taxable equivalent yield on the investment portfolio was 3.44% in the third quarter, down nine basis points from the second quarter. The decrease in the portfolio yield was driven by a decrease in the yield on our taxable portfolio. The yield on that portfolio, which averaged $4.2 billion during the quarter, was down 19 basis points from the second quarter to 2.21%, as a result of higher premium amortization associated with our agency MBS securities, given faster prepayment speeds and lower yields associated with recent purchases. Our municipal portfolio averaged about $8.5 billion during the third quarter, flat with the second quarter, with a taxable equivalent yield of 4.08%, up one basis point from the prior quarter. At the end of the third quarter, 78% of the municipal portfolio was pre-refunded or PSF insured. The duration of the investment portfolio at the end of the third quarter was 4.5 years, up slightly from 4.4 years last quarter. For the third quarter, I'll point out that the salaries line item includes about $4.5 million in reductions in salary expense associated with truing up our incentive plans based on current expectations of projected payouts for the year. As Phil mentioned, in this environment, we continue to focus on managing our discretionary spending and looking for ways to operate more efficiently. Looking at the full year 2020, our previous guidance on expenses was that adding back the deferred expenses related to PPP loans, we expected an annual expense growth of something around 6%. Our current expectations would reduce that to something around the 3% range. ","q3 earnings per share $1.50. " "In the fourth quarter, Cullen/Frost earned $88.3 million or $1.38 a share, compared with earnings of $101.7 million or $1.60 a share reported in the same quarter last year, and $95.1 million or $1.50 a share in the third quarter of 2020. For the full year of 2020 Cullen/Frost earned $323.6 million or $5.10 a share, compared with earnings of $435.5 million or $6.84 a share reported for 2019. Our team continues to manage expenses, while at the same time pursuing the expansion of market share and investing for long-term growth. Overall, average loans in the fourth quarter were $17.9 billion, an increase of 22% compared with $14.7 billion in the fourth quarter of last year, but excluding PPP loans, fourth quarter average loans of $15 billion represented a 2.3% increase compared to the fourth quarter of 2019. Average deposits in the fourth quarter were $34 billion, an increase of 25% compared with the $27 billion in the fourth quarter of last year. For the second consecutive quarter, we've seen the highest quarterly average deposits in our history. This growth reflects it for us has always been a safe haven for customers in times of uncertainty, and also our success in building new relationships. Our return on average assets and average common equity in the fourth quarter was 86 basis points and 8.55% respectively. We saw a reduction in our credit loss expense to $13.8 million in the fourth quarter, down from $20.3 million in the third quarter of 2020. And this compared to $8.4 million in the fourth quarter of last year. Net charge-offs for the fourth quarter were $13.6 million compared with $10.2 million in the third quarter. Annualized net charge-offs for the fourth quarter were 30 basis points of average loans. Nonperforming assets were only $62.3 million at year-end, down 35% from the $96.4 million at the end of the third quarter. A year ago, non-performer stood at $109.5 million. Overall, delinquencies for accruing loans at the end of the fourth quarter were $103 million or 59 basis points of period end loans. Those numbers remain within our standards and comparable to what we've experienced in the last several years. In total, we have granted 90-day deferrals to more than 2500 customers for loans totaling $2.2 billion, and at the end of the fourth quarter, only about $46 million remained in deferment. Total problem loans, which we define as risk grade 10 and higher were $812 million at the end of the fourth quarter, in line with the $803 million at the end of the third. Energy related problem loans were $133.5 million at the end of the fourth quarter, compared to $203.7 million for the previous quarter, and $132.4 million for the fourth quarter of last year. To put that in perspective, total problem energy loans peaked at nearly $600 million early in 2016. Energy loans continue to decline as a percentage of our portfolio, falling to 8.2% of our non-PPP portfolio at the end of the fourth quarter. As a reminder that figure was 9.1% at the end of the third quarter and the peak was 16% back in 2015. We continue to work hard to rationalize our Company's exposure to the energy segment to appropriate levels. Throughout 2020, the pandemic's economic impacts on our portfolio were negative but manageable, and our overall outlook for credit quality is stable to improving. In the second half of 2020, we discussed the non-energy portfolio segments that have had an increased impact in the economic dislocations brought on by the pandemic: restaurants, hotels, entertainment and sports and retail. The total of these portfolio segments excluding PPP loans represented just under $1.6 billion at the end of the fourth quarter and our loan loss reserve for these segments was 4.55%. We saw the largest reserve increases in hotels and restaurants where our allocated allowances as a percentage of outstanding balances are now 9.1% and 7.4% respectively. We continue to monitor credit in these areas closely and we will have a good and we have a good handle on our risk, and as a reminder, hotels and lodging represent approximately 1.9% of our total loans and restaurants represent approximately 1.8% of our total loans. To me a really bright spot is the growth in our commercial relationships in 2020. They were up by 31% compared to a year ago. We're great at building relationships. It's what we do. It's in our mission statement. But clearly cross national recognition for its success and going above and beyond to obtain PPP loans for its customers at a positive impact in the market. In addition, our Houston expansion is also contributing to our success here. New commercial relationships in Houston, grew 49% in 2020 and represented 39% of the new commercial relationships companywide during the year. For the year, our loan commitments booked were down 6% compared to the prior year and reflected the impact of the pandemic. Regarding new loan commitments booked, the balance between these relationships have stayed steady at 53% larger and 47% core at the end of 2020 -- 2020. The market remains very competitive. The percentage of deals lost to structure increased from 61% this time last year, to 67% this year. Our weighted current active loan pipeline in the fourth quarter dropped by about 2% compared with the end of the third quarter, reflecting the continued impact of the pandemic on business activity. Consumer banking continues to see good growth. Overall, our net new customer growth for the fourth quarter was up 57% compared to the pre-COVID fourth quarter of 2019. Same-store sales as measured by account openings for branches opened less than a year were up by 2.2% through the end of the fourth quarter when compared to the fourth quarter of 2019, and up 8.2% compared to the prior quarter. Here again our Houston expansion is helping this growth. For example, despite currently representing only about 16% of our total consumer households, Houston contributed 34% of fourth quarter total company consumer household growth. In the fourth quarter, 41% of our account openings came from our online channel, including our cross-mobile app. Online account openings were 39.5% higher compared to the fourth quarter of 2019. The consumer loan portfolio was up $1.8 billion at the end of the fourth quarter, up by 7.2% compared to the fourth quarter last year. Our Houston expansion is nearing completion with two new financial centers opened in the fourth quarter for a total of 22 of 25 planned new financial centers. COVID has had an impact on our rollout, but we expect to open the remaining three in the first half of this year. Overall, the new financial centers are exceeding our expectations and the new locations were well placed and well-timed to leverage our success in obtaining PPP loans for the market. The fourth quarter also saw the opening of our new financial center in College Station with the second financial center to open in nearby Bryan later this quarter. So far in January, our newest location in Dallas, the Red Bird Financial Center location also opened for business. We remain committed to consistent, sustainable, above average organic growth. We also remain committed to managing costs and operating as efficiently as possible. This month, we took the difficult step of eliminating 68 positions across the company where business needs have changed, where technology can be better utilized and where responsibilities could be consolidated. This along with broadly successful efforts to improve efficiency, which Jerry will discuss positioned us well as we move into 2021. I talk often about the dedication skill of Frost Bankers and about their commitment, Frost philosophy and culture. Throughout a difficult 2020 and now into a new year that promises to be challenging in its own way, the people of Frost have been and will be ready to provide the level of world-class customer service Frost is known for. I'm proud of what we've accomplished and I'm optimistic about the long-term well-being of the company and the communities we serve. Looking first at our net interest margin, our net interest margin percentage for the fourth quarter was 2.82%, down 13 basis points from the 2.95% reported last quarter. The decrease was almost all a result of a higher proportion of earning assets being invested in lower yielding balances at the Fed, in the fourth quarter as compared to the third quarter. Interest-bearing deposits at the Fed earning 10 basis points averaged $7.7 billion or 20% of our earning assets in the fourth quarter, up from $5.9 billion or 16% of earning assets in the third quarter. The taxable equivalent loan yield for the fourth quarter was 3.74%, up 1 basis point from the previous quarter. Average loan volumes in the fourth quarter of %17.9 billion were down $205 million from the third quarter average of $18.1 billion. The decrease was driven by a decrease of $296 million in average PPP loans as a result of those balances being forgiven. Excluding PPP loans, average loans in the fourth quarter were up about $92 million or 2.4% on an annualized basis from last quarter. Looking at our investment portfolio. The total investment portfolio averaged $12.6 billion during the fourth quarter, down about $98 million from the third quarter average of $12.7 billion. The taxable equivalent yield on the investment portfolio was 3.41% in the fourth quarter, down 3 basis points from the third quarter. The lower portfolio yield was driven by a decrease in the yield in our taxable portfolio. The yield on that portfolio which average $4.2 billion during the quarter was down 9 basis points from the third quarter to 2.12% as a result of higher premium amortization associated with our agency MBS securities given faster prepayments speeds and lower yields associated with recent purchases. Our municipal portfolio averaged about $8.4 billion during the fourth quarter, down $95 million from the third quarter, with the taxable equivalent yield of 4.09%, up 1 basis point from the prior quarter. At the end of the fourth quarter, 78% of the municipal portfolio was pre-refunded or PSF insured. The duration of the investment portfolio at the end of the fourth quarter was 4.4 years compared to 4.5 years last quarter. During the fourth quarter, our investment purchases were less than $100 million and consisted primarily of MBS securities. As we look out into 2021, we currently are not expecting to make a significant amount of investment purchases in this market. We are currently only expecting to make purchases in the neighborhood of about $1 billion, which will help to offset a portion of our maturities and expected prepayments in calls. For the fourth quarter, I'll point out that non-interest expense includes about $7.1 million in one-time restructuring costs with $5.2 million of that related to severance impacted by the eliminated positions Phil noted. As we mentioned last quarter and as Phil mentioned in his comments, in this environment, we continue to focus on managing our discretionary spending and looking for ways to operate more efficiently. We have worked and continue to work in a collaborative manner across our organization to look for ways to operate more efficiently without affecting our customer experience. We challenged ourselves to eliminate open positions where possible and reorganized operating areas, including using technology where it makes sense to further automate processes. We used a thoughtful process to reorganize positions where the business needs have changed, where technology could be better utilized and where responsibilities could be consolidated. We asked our teammates to question discretionary spending and visited with vendor relationships to reduce costs where we could. All this was done without losing sight of our core values of integrity, caring and excellence. We believe that we have always been prudent in managing expenses but in this zero rate environment, our approach has become even more focused. We began this process in the second quarter of last year as we began to deal with the challenges of the pandemic in a zero interest rate environment. Our initial guidance for expense growth for 2020 was around 10.5% and we actually ended up with a growth rate of under 2% on reported non-interest expenses, 2020 over 2019. Obviously the changes resulting from the operating environment and lower incentives affected the decrease somewhat, but overall, it shows our team's commitment to managing expenses in this environment. Now looking forward into 2021, we expect an annual expense growth of something around the 4% to 4.5% range growth off of our 2020 total reported non-interest expenses. Regarding income taxes, we currently expect our effective tax rate for 2021 to be a little higher than our 2020 effective tax rate of 5.7%. Just as a reminder, 2020 income tax expense included a discrete onetime credit of $2.6 million. Regarding the estimates for full year 2021 earnings, we currently believe that the current mean of analysts' estimates of $4.72 is a little low. This assumes a steady operating environment with no unexpected credit event. ","compname reports q4 earnings per share of $1.38. q4 earnings per share $1.38. qtrly average loans increased $3.2 billion, or 22.0 percent, to $17.9 billion. " "Before we begin, let me remind you that the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995 apply to this conference call. In addition, management may also discuss non-GAAP operating performance results during today's call, including earnings before interest, taxes, depreciation and amortization or EBITDA and adjusted EBITDA. Kevin McNamara, President and Chief Executive Officer of Chemed Corporation; Dave Williams, Executive Vice President and Chief Financial Officer of Chemed; and Nick Westfall, President and Chief Executive Officer of Chemed's VITAS Healthcare Corporation subsidiary. I will begin with highlights for the quarter, and Dave and Nick will follow-up with additional operating detail. When we reported our second quarter 2020 operating results, I noted that the pandemic and related economic lockdown severely impacted our April 2020 operating results. Since April, both VITAS and Roto-Rooter have reengineered their operating procedures to safely care for our patients and customers during the pandemic. These operational changes have allowed Chemed to generate sequential operational improvement starting in May 2020, and this improvement has continued and has, in fact, accelerated throughout the third quarter and continued into October. David will provide updated earning guidance later in the call. Our hospice segment operations continued to be impacted by the pandemic. Fortunately, the federal government, specifically HHS and CMS have been exceptionally supportive in terms of relaxing regulations, allowing the use of telehealth where appropriate and providing pragmatic flexibility in caring for our 19,000 patient census. The severe initial disruption within our patient referral and admission patterns we noted in the second quarter has noticeably dissipated throughout the third quarter. This improvement is reflected in our third quarter admissions. Our July 2020 admissions increased 4.3%, August increased 5.9% and September admissions expanded 4%. Overall, our third quarter 2020 admissions increased 4.7%. Our average daily census did decline two-tenths of 1 percentage point in the quarter. The slight decline in census is a result of soft admissions from the second quarter as well as supressed referrals from nursing homes and assisted-living facilities. We anticipate admissions to normalize when these types of facilities return to their pre-COVID occupancy levels. As I discussed last quarter, we made the strategic decision for Roto-Rooter to maintain full staffing and operating capacity early in the pandemic. This strategic decision to maintain full capacity was designed to capitalize on any snapback in commercial and residential demand, both to protect existing market share as well as to maximize on opportunities to grow market share. I believe this has proven to be the correct strategic course. Roto-Rooter services demand began to show weekly improvement beginning in the later part of April and has strengthened unabated throughout the second and third quarters of 2020. This is reflected in our monthly performance. Roto-Rooter unit-for-unit commercial revenue declining 38.6% in April, improving to a 31.8% decline in May and a decline of 19.7% in June. Third quarter 2020 unit-for-unit commercial demand did decline 11.6% when compared to the prior year quarter. This third quarter commercial demand is a significant improvement when compared to the 29.1% decline in the second quarter 2020 commercial revenue. On a sequential basis, third quarter 2020 unit-for-unit commercial revenue totaled $39.5 million, an increase of 26.8% when compared to the second quarter of 2020. Our residential services have proven to be exceptionally resilient with our unit-for-unit residential revenue declining a modest 1.6% in April, increasing 11.7% in May and 18.7% in June. The third quarter residential demand set all-time records with July 2020 unit-for-unit residential revenue expanding 22.8%, August revenue increased 24.1%, and September 2020 residential unit-for-unit revenue increased 26.6%. This translated into Roto-Rooter on a unit-for-unit basis having third quarter 2020 commercial revenue declining 11.6% and residential revenue increasing 24.6%. Total Roto-Rooter third quarter unit-for-unit revenue increased 12.9% when compared to the prior year. Including acquisitions, Roto-Rooter generated consolidated third quarter 2020 revenue growth of 20.4%. I anticipate continued strong operational and financial results for both VITAS and Roto-Rooter, as we operate during the pandemic. With that, I would like to turn this teleconference over to David. VITAS' net revenue was $337 million in the third quarter of 2020, which is an increase of 4.8% when compared to the prior year period. This revenue increase is comprised primarily of a geographically weighted average Medicare reimbursement rate increase of approximately 5.7%, a 0.2% decline in days-of-care and acuity mix shift, which then reduced the blended average Medicare rate increase 242 basis points. In addition, a favorable reduction in our Medicare Cap liability increased our third quarter 2020 revenue growth 162 basis points. Our average revenue per patient per day in the third quarter of 2020 was $194.10, which, including acuity mix shift, is 3.2% above the prior year period. Reimbursement for routine home care and high acuity care averaged $166.51 and $971.71, respectively. During the quarter, high acuity days-of-care were 3.4% of our total days-of-care, 57 basis points less than the prior year quarter. This 57 basis points mix shift in high acuity days-of-care reduced the increase in average revenue per patient per day from 5.7% to 3.2% in the quarter. In the third quarter of 2020, VITAS reversed $4.1 million in Medicare Cap billing limitations recorded in earlier quarters. This compares to the prior year third quarter Medicare Cap billing limitation of $1.3 million. At September 30, 2020, VITAS had 30 Medicare provider numbers, 4 of which have an estimated fiscal 2020 Medicare Cap billing limitation liability that totaled $8.7 million. This compares favorably to the full year fiscal 2019 Medicare Cap billing limitation liability of approximately $11.4 million. VITAS' third quarter 2020 adjusted EBITDA, excluding Medicare Cap, totaled $68.2 million, which is an increase of 25.6%. Adjusted EBITDA margin, excluding Medicare Cap, was 20.5% in the quarter, which is a 367 basis point improvement when compared to the prior year period. Now let's take a look at Roto-Rooter. Roto-Rooter generated quarterly revenue of $191 million in the third quarter of 2020, which is an increase of $32.3 million or 20.4% over the prior year. On a unit-for-unit basis, which excludes the Oakland and HSW acquisitions completed in July of 2019 and September of 2019, respectively, Roto-Rooter generated quarterly revenue of $173 million, which is an increase of 11.4% over the prior year quarter. Total commercial revenue, excluding acquisitions, did decline 11.6% in the quarter. This aggregate unit-for-unit commercial revenue decline consisted of drain cleaning declining 13%, commercial plumbing and excavation declining 11.2% and commercial water restoration declining 1.6%. This was more than offset by the residential activity. Total residential revenue, excluding acquisitions, increased 24.6%. This aggregate residential revenue growth consisted of residential drain cleaning increasing 22%, plumbing and excavation expanding 31.2% and residential water restoration increasing 16.1%. Now let's talk about our 2020 guidance. Over the past 7 months, our operating units have been able to successfully navigate within a rapidly changing environment and produce operating results that we believe provides us with the ability to issue guidance for the remainder of the calendar year. However, this guidance should be taken with the recognition that pandemic will continue to materially disrupt all aspects of our healthcare system and general economy to such an extent that future rules, regulations and government mandates could have an immediate and material impact upon our ability to achieve this guidance. Within this context, revenue growth for VITAS in 2020 prior to Medicare Cap is estimated to be 4%. Our average daily census in 2020 is estimated to expand approximately 1.3%. And VITAS' full year 2020 adjusted EBITDA margin prior to Medicare Cap is estimated to be 21%. We are currently estimating $8.6 million for Medicare Cap billing limitations for calendar year 2020. Roto-Rooter is forecasted to achieve full year 2020 revenue growth of 12.5% to 13%. This full year revenue growth assumes 2.7% of seasonal sequential revenue growth from the third quarter to the fourth quarter of 2020. Over the past 5 years, excluding water restoration and the impact from acquisitions, this Q3 to Q4 seasonal sequential revenue growth has averaged between 4% to 11%. Based upon the above, Chemed's full year 2020 adjusted earnings per diluted share, excluding non-cash expense for stock options, tax benefits for stock options, costs related to litigation and other discrete items, is estimated to be in the range of $18 to $18.15. This compares to our previous guidance of $16.20 to $16.40. This 2020 guidance assumes an effective corporate tax rate of 25.8%. And for comparison purposes, Chemed's 2019 reported adjusted earnings per diluted share was $13.95. In the third quarter, our average daily census was 19,045 patients, a slight decline of 0.2% over the prior year. This decline in average daily census is a direct result of the disruptions across the entire healthcare system, which started in March that impacted traditional admission patterns into hospice. While certain healthcare sectors have shown improvement in admission patterns in the third quarter, the long-term care market, specifically nursing homes and assisted-living facilities continue to be impacted as they work to safely navigate serving their residents during the pandemic. ADC growth is expected to normalize over the coming quarters as we return to pre-pandemic referral patterns across all sectors of the healthcare industry. In the third quarter of 2020, total admissions were 17,943. This is a 4.7% increase when compared to the third quarter of 2019. In the third quarter, our admissions increased 18.3% for our home-based pre-admit patients. Hospital directed admissions expanded a positive 6.2%, nursing home admits declined 22.6% and assisted-living facility admissions declined 13.5% when compared to the prior year quarter. Our average length of stay in the quarter was 97.1 days. This compares to 92.6 days in the third quarter of 2019 and 90.9 days in the second quarter of 2020. Our median length of stay was 14 days in the quarter, which is 3 days less than the 17 day median in the third quarter of 2019 and equal to the second quarter of 2020. Median length of stay continues to be a key indicator of our penetration into the high acuity sector of the market. As we sit here today, we're confident in our ability to support all of our team members and their ability to deliver care by prioritizing their safety with sufficient PPE inventory, education and clinical protocols. Additionally, we'll continue to utilize the resources and testing supplies we've acquired to comply with federal, state and local requirements to safely access the health facilities in our markets. Lastly, our entire team will continue to be out in the communities we serve, collaborating safely with our local healthcare partners to successfully identify and navigate patients and their families onto the hospice benefit during this unprecedented time. As we've internally discussed throughout the pandemic, we'll get through this by continuing to support one another and the patients and families we serve, all while focused on continuing to deliver the results we have thus far throughout the pandemic. I will now open this teleconference to questions. ","sees fy 2020 adjusted earnings per share $18.00 to $18.15 excluding items. roto-rooter is forecasted to achieve full-year 2020 revenue growth of 12.5% to 13.0%. qtrly vitas net patient revenue of $337 million, an increase of 4.8%. qtrly roto-rooter revenue of $191 million, an increase of 20.4%. " "Before we begin, let me remind you that the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 apply to this conference call. In addition, management may also discuss non-GAAP operating performance results during today's call, including earnings before interest, taxes, depreciation and amortization, or EBITDA, and adjusted EBITDA. I will begin with highlights for the quarter and David, Nick will follow up with additional operating detail. Operating during a pandemic has been exceptionally challenging for both of our business segments. Fortunately, VITAS and Roto-Rooter have shown incredible speed, flexibility, and focus to remain completely open and operate safely for the benefit of our patients, customers and employees. I believe Chemed's operational and financial performance this past year is a testament to the success of these efforts. Our VITAS Healthcare segment continues to be directly impacted by the pandemic. Fortunately, the federal government, specifically HHS and CMS have been very supportive in terms of relaxing regulations, allowing the use of telehealth where appropriate and providing pragmatic flexibility in caring for our entire patient census. The most complex issue facing VITAS over the past nine months has been the disruptive impact the pandemic has had on traditional hospice referral sources, which in turn has impacted our patient census patterns. Fortunately, the portions of the healthcare continuum have not -- certain portions have normalized and hospital referral admissions have significantly improved from low-admission rates experienced early in the pandemic. This is reflected in our second half of 2020 admission and census activity. Our third and fourth quarter 2020 admissions increased 4.7% and 2.8% respectively. Normally, two sequential quarters of solid admissions growth would result in an increase in average daily census. However, despite the admissions growth, our average daily census declined 2.8% in the fourth quarter. This decline in census is a direct result of disruption in senior housing, which includes nursing homes and assisted-living facilities. Senior housing is an important referral network for the hospice industry, given the fact that over 90% of all half of those patients are over the age of 65. Senior housing has seen a severe reduction in occupancy levels and continues to struggle even as hospitals and other key hospice referral sources have significantly recovered. Hospice referred admissions typically account for 50% of VITAS' total admissions and a significant portion of these referrals have very short length of stays. VITAS hospital referrals are returning to pre-pandemic levels. This is reflected in hospital generated admissions increasing 6.2% and 7.4% in the third and fourth quarters, respectively. Nursing home hospice patients represented 14.7% of our fourth quarter 2020 census, a decline of 310 basis points when compared to the prior year. VITAS nursing home admissions decreased 22.6% in the third quarter of 2020 and declined 19.3% in the fourth quarter when compared to the equivalent prior year quarter. Nursing home base patients are -- referred to hospice earlier into a terminal prognosis and statistically have a much greater probability of being in hospice more than 90 days. This decline in nursing home admissions is a direct result of continued disruption in the senior housing occupancy. According to data provided by the National Investment Center for Senior Housing & Care, COVID-19 continues to adversely affect senior housing occupancy, which reached another record low in October of 2020. Median length of stay in the fourth quarter of 2020 was 14 days, two days less than the prior year. This unusual decline in median length of stay is a result of a 7.4% increase in hospital referred admissions and a 19.3% decrease in nursing home admissions. The combination of which has had a material impact on our median length of stay. We anticipate improvement in senior housing admissions in the second half of 2021 as senior housing patient mix and aggregate occupancy returns to pre-pandemic levels. Roto-Rooter operating results have been nothing short of exceptional during the pandemic. Strong residential plumbing and drain cleaning demand has been more than adequate to compensate for weakness from our commercial customers. The fourth quarter branch residential demand set all-time records. Unit-by-unit residential revenue totaled $123 million in the quarter, an increase of 20.8% when compared to the prior-year quarter. Fourth quarter 2020 unit-for-unit branch commercial demand did decline to 9.8% when compared with the fourth quarter of 2019. This is a significant improvement when compared to the second quarter of 2020, which had commercial demand declining 29.1% and in the third quarter of 2020 with a commercial revenue decline of 11.6% when compared to the prior year. Roto-Rooter generated fourth quarter 2020 revenue of $201 million, an increase of 10.2%. Consolidated revenue in addition to Roto-Rooter branch operations, includes independent contractors, franchise fees and product sales, as well as the Oakland acquisition completed in July of 2019 and the HSW acquisition completed in September of 2019. With that, I would like to turn this teleconference over to David. VITAS' net revenue was $332 million in the fourth quarter of 2020, which is a decline of 2.3% when compared to the prior year period. This revenue variance is comprised primarily of a 2.8% decline in days-of-care, a geographically weighted average Medicare reimbursement rate increase of approximately 2.4% and acuity mix shift, which then reduced the blended average Medicare rate increase approximately 255 basis points. The combination of a lower Medicare Cap and a decrease in Medicaid net room and board pass-through increased revenue growth an additional 64 basis points in the quarter. Our average revenue per patient per day in the fourth quarter of 2020 was $198.33, which including acuity mix shift is a 7 -- is 7 basis points below the prior-year period. Reimbursement for routine homecare and high acuity care averaged $169.83 and $997.37, respectively. During the quarter, high acuity days-of-care were 3.4% of our total days-of-care, which is 62 basis points less than the prior-year quarter. In the fourth quarter of 2020, VITAS accrued $2.5 million in Medicare Cap billing limitations. This compares to a $4.5 million Medicare Cap billing limitation in the fourth quarter of 2019. Of VITAS' 30 Medicare provider numbers, 23 of these provider numbers currently have a Medicare Cap cushion of 10% or greater. Four provider numbers have a cap cushion between 5% and 10%, one provider number has a cap cushion between 0 and 5%, and two of our provider numbers currently have a fiscal 2021 Medicare Cap billing limitation liability. VITAS' fourth-quarter 2020 adjusted EBITDA, excluding Medicare Cap, totaled $78.7 million, which is an increase of 11.7%. VITAS adjusted EBITDA margin, excluding Medicare Cap was 23.5% in the quarter, which is a 306 basis point improvement when compared to the prior-year period. For Roto-Rooter, Roto-Rooter generated quarterly revenue of $201 million in the fourth quarter of 2020, an increase of $18.7 million or 10.2% over the prior-year quarter. On a unit-for-unit basis, which excludes the Oakland and HSW acquisitions, completed in July of 2019 and in September of 2019, respectively, Roto-Rooter generated quarterly revenue of $183 million in the fourth quarter of 2020, which is an increase of 12.8% over the prior-year quarter. Total branch commercial revenue in the quarter, excluding acquisitions, decreased 9.8%. This aggregate commercial revenue decline consisted of drain cleaning revenue declining 11.6%, commercial plumbing and excavation declining 8.9%, and commercial water restoration increasing 1%. Total branch residential revenue, excluding acquisitions increased 20.8% and this aggregate residential revenue growth consisted of residential drain cleaning increasing 17.1%, residential plumbing and excavation expanding 25.5% and our residential water restoration increasing 16.8%. Now, let's turn to Chemed's full-year 2021 guidance. Historically, Chemed earning guidance has been developed using previous year's key operating metrics, which are then modeled and projected out for the calendar year. Critical within these projections is the understanding of traditional pattern correlations among key operating metrics. Once we complete this phase of our projected operating results, we would then modify the projections for the timing of price increases, changing in commission structure, wages, marketing programs, and a variety of continuous improvement initiatives that our business segments plan on executing over the year. This modeling exercise also takes into consideration anticipated industry and macroeconomic issues outside of management's control but are somewhat predictable in terms of timing and impact on our business segments' operating results. With that said, our 2021 guidance should be taken with a recognition that pandemic will continue to materially disrupt all aspects of our healthcare system and general economy to such an extent that future rules, regulations and government mandates could materially impact our ability to achieve this guidance. Statistically, our VITAS patients residing in senior housing are identified as hospice-appropriate earlier into their terminal prognosis and at a much greater probability of having a length of stay in excess of 90 days. Hospice patients referred from hospitals, oncology practices and similar quarter referral sources are generally more acute and they have a significantly lower probability of length of stays 60 to 90 days. According to data released by the National Investment for Senior Housing & Care, COVID-19 continues to adversely affect senior housing occupancy, which as Kevin mentioned earlier, had another record low in October of 2020. This reduced occupancy in senior housing has had a corresponding reduction in VITAS nursing home admissions. Nursing home patients represented 14.7% of the VITAS fourth quarter 2020 patient census, which is our 310 basis point reduction when compared to the prior-year quarter. VITAS anticipates continued weak occupancy and corresponding weak referrals from senior housing for the first half of 2021. This guidance anticipates senior housing will begin to normalize to pre-pandemic occupancy starting in the second half of the calendar year 2021. Based upon the above discussion, VITAS' 2021 revenue prior to Medicare Cap is estimated to decline approximately 4% when compared to the prior year. VITAS' average daily census in 2021 is estimated to decline approximately 5% and full-year adjusted EBITDA margin prior to Medicare Cap is estimated to be 19.4%. And we are currently estimating $10 million for Medicare Cap billing limitations in calendar year 2021. Roto-Rooter is forecasted to achieve 2021 revenue growth of approximately 5% to 6% and Roto-Rooter's adjusted EBITDA margin for 2021 is estimated to be 26%. Based upon this discussion, the full year 2021 adjusted earnings per diluted share excluding non-cash expense for stock options, tax benefits from stock option exercises, cost related to litigation and other discrete items is estimated to be in the range of $17 to $17.50. This 2021 guidance assumes an effective corporate tax rate and adjusted earnings of 24.7%. And this compares to Chemed's 2020 reported adjusted earnings per diluted shares of $18.08. In the fourth quarter, our average daily census was 18,718 patients, a decline of 2.8% over the prior year. As Kevin discussed earlier, this decline in average daily census is a direct result of the disruptions across the entire healthcare system that impacted traditional admission patterns in the hospice since March. While certain healthcare sectors have shown improvement in the admission patterns, referrals from senior housing, specifically nursing homes and assisted-living facilities, continue to be negatively impacted. It is important to note, in the fourth quarter, we saw the sequential decline of senior housing segments, specifically nursing homes and ALFs moderate to actually show a slight improvement as compared to the 2020 third quarter total admissions for the senior housing segment. ADC growth is expected to normalize in the second half of 2021 as we return to pre-pandemic referral patterns across all sectors of the healthcare industry. In the fourth quarter of 2020, total admissions were 17,960, this is a 2.8% increase when compared to the fourth quarter of 2019. In the fourth quarter, our home-based pre-admit admissions increased 9.2%. Hospital-directed admissions expanded 7.4%. Nursing home admins declined 19.3% and assisted-living facility admissions declined 14.7% when compared to the prior year quarter. Average length of stay in the quarter was 97.2 days, this compares to 95.2 days in the fourth quarter of 2019 and 97.1 days in the third quarter of 2020. Our median length of stay was 14 days in the quarter, which is two days less than the 16-day median in the fourth quarter of 2019 and equal to the third quarter of 2020. Needless to say, 2020 was an unprecedented year where our organizational flexibility, leadership and commitment to our patients, their families, our referring healthcare partners, and one another was tested unlike anything we've ever experienced. I couldn't be more proud of every VITAS team member who stepped up to these challenges to help provide access and incredible care, while producing these results for our shareholders. Our entire team will continue to be out in the communities we serve, collaborating safely with our local healthcare partners to successfully identify and navigate patients and their families onto the hospice benefit during this unprecedented time. I will now open this teleconference to questions. ","sees fy 2021 adjusted earnings per share $17.00 to $17.50 excluding items. qtrly vitas net patient revenue of $332 million, decline of 2.3%. qtrly roto-rooter revenue of $201 million, an increase of 10.2%. vitas anticipates continued weak occupancy and corresponding weak referrals from senior housing for first half of 2021. anticipates senior housing occupancy will begin to normalize to pre-pandemic occupancy starting in second half of calendar year 2021. roto-rooter is forecasted to achieve full-year 2021 revenue growth of 5% to 6%. full-year 2021 adjusted earnings per diluted share is estimated to be in range of $17.00 to $17.50. " "Molly Langenstein, our CEO and president, also joins me today. You should not unduly rely on these statements. Our first-quarter results underscore the tremendous progress we are making in our turnaround strategy and the power of our three unique brands and being a digital-first, customer-led company. The strong Q1 performance across all three brands was fueled by our significant improvement in product and marketing. Our momentum started in Q4 2019, temporarily stalled by the pandemic, is now back on track to deliver meaningful growth in the years to come. Total first-quarter sales grew 38% over last year, spurred by Soma's extraordinary sales growth of 65%, as well as fantastic customer response to Chico's and White House Black Market, which drove 31% growth in our apparel brand. We delivered meaningful year-over-year gross margin and SG&A rates improvement, and our balance sheet is strong with ample cash and liquidity and strategically lean inventories. We drove a much higher gross margin by dramatically reducing the number of promotional days. Not only did Soma post a 65% sales growth over last year's first quarter, but comparable sales also grew a remarkable 39% over the first quarter of 2019. Soma is well on its way to delivering an incremental 100 million in sales this year. According to NPD research data, Soma outpaced the market leader in growth in bras, panties, and sleepwear, excluding sports bras, for the last 12 months. These powerful results give us confidence that Soma will continue to take a meaningful share of the U.S. intimate apparel market and explode into a billion-dollar brand by 2025. The business strategy put in place in Soma around inventory, products, marketing, and digital is working, and we have every confidence applying the same strategy as Chico's and White House Black Market will continue the apparel sales momentum. Exciting things are happening at Chico's and White House Black Market and in the first quarter, the apparel brands posted faster sell-through rates and higher maintains margins than in 2019. This is proof that our marketing efforts are increasingly more compelling and that our elevated products and styling are truly resonating with our customers. Our first-quarter results underscore the tremendous progress we are making on the five strategic priorities that I shared last quarter. Let me take a few minutes to update you on each. Number one, continuing our ongoing digital transformation. Over the last two years, we have successfully transformed into a seamless digital-first, customer-led model for all three of our brands, making major strategic investments in talent and technology. These efforts are paying off as year-over-year first-quarter digital sales grew a very healthy 13.4%. All three brands and digital sales grew year over year. Customers using our proprietary digital tools, Style Connect and My Closet, are more engaged and have our highest conversion rate. These tools fuel 10% sequential multi-channel customer growth, and these customers spend more than three times a single-channel customer. Number two, further refining products through styling, fabric, and innovation. At each of our brands, we are laser-focused on our customer and on continually elevating our product in order to increase our market share and drive results. Innovation and creating comfortable beautiful solutions are core in the Soma brand. Our products serve our customers' lifestyles and promote health, including a great night's sleep. Aloe-infused Restore and Cool Nights are two great examples. We continually innovate and introduce three new bras during the corner -- quarter, exceeding sales expectations. In both our apparel brands, we've changed the styling of the products to more closely aligned with the customer. We embrace the comfort culture and develop innovative fabrics and technology to provide comfort features, shifting her from sweat to fabric with ease. We are very encouraged by what we are seeing. At Chico's, she loves our core franchise bottom, woven, and knit top in new fabrics. At White House Black Market, new elevated casual in denim and tops are popular as she is buying coordinating outfits. And dresses are once again at the top of her list for both apparel brands. Number three, driving a significant increase in customer engagement through digital storytelling. Our enhanced marketing is driving brand awareness, generating traffic, and acquiring new customers through social media engagement and creative storytelling. Newly acquired customers are being retained at a meaningfully higher rate than in fiscal 2019. The year-over-year average age of new customers dropped 10 years at Chico's. At Soma, the average age dropped eight years. And at White House Black Market, the average age dropped slightly. These stats reinforce the runway for all three brands. At Soma, we are growing the customer base. One in three new customers is under 34, resulting from our more inclusive branding and evolved product assortment. Our brands use digital storytelling. The use of social influencers, and building upon our organic social efforts, and wider-by communications are some of the ways we are working to elevate our marketing and reach new customers. Our weekly Facebook Live events, for example, are driving significant engagement compared to industry benchmarks. Number four, maintaining our operating and cost discipline. Our biggest Q1 accomplishment was the strength in full-price sales and corresponding reduced promotions. Our on-hand inventories are strategically lean, and receipts are disciplined. On-hand inventory levels, which were down 29% versus last year's first quarter and down 21% compared to the first quarter of 2019, drove more full-price sales and generated a solid gross margin in the first quarter. The density of products, improved products, and social proofing are driving a sense of urgency for customer purchasing. These factors should continue to strengthen gross margin performance. And number five, delivering higher productivity in our real estate portfolio. Stores continue to be an integral part of our strategy because data shows that digital sales are higher in the markets where we have a retail presence. We also will support store growth where the investments deliver profitable returns. Soma is a great example of that. We have successfully opened 30 Soma shop-in-shops inside Chico's stores. These started opening in February, and we will have 47 open by mid-June. These shop-in-shops are exceeding plan, driving brand awareness, and generating both store and digital sales in markets where Soma is not represented. At the same time, we continue to rationalize and tighten our real estate portfolio for higher store profitability standards. We will continue to shrink our store base to align with these standards, primarily as leases come due, lease kickouts are available, or buyouts make economic sense. We have lease flexibility with nearly 60% of our leases coming up for renewal or kickout available over the next three years. We anticipate closing 13% to 16% of our remaining store fleet over the next three years, with 40 to 45 of those closures occurring in fiscal '21. Our stand-alone boutiques outperform those in regional enclosed malls by about seven percentage points. Accordingly, the vast majority of closures are expected to be mall-based with the SKU toward Chico's and White House Black Market stores. First-quarter net sales totaled $388 million, compared to $280 million last year. This 38.4% increase reflects a 13.4% increase in digital sales, and recovery, and store sales, as our stores were temporally closed last year. Looking at the first quarter compared to 2019, comparable sales decline 22%, with Soma up 39%, and the apparel brands down 33%. Total company on-hand inventories for the first quarter compared to 2019 were down 21%, with Soma up 13% and the apparel brands down 35.3%, illustrating these strategic investments in Soma's growth and our turnaround strategy in apparel. We reported a net loss of $8.9 billion, or $0.08 per diluted share, compared to a net loss of $178 million, or $1.55 per diluted share last year, which included the $35 million, or $1.17 per diluted share and significant after-tax noncash charges. Our gross margin was 32.7%, compared to negative 4% last year. The prior-year margin included the impact of significant noncash inventory write-offs and store asset impairments. This year, we meaningfully expanded our margin rate as a result of disciplined inventory control, strategically reduced promotions, and more full-price selling. SG&A expenses for the first quarter total $134 million, just a modest uptick from the first quarter last year but our stores were closed for approximately half of the quarter. We have continued our cost discipline and reduction initiatives, generating lower SG&A expense dollars and rate than the first quarter of fiscal '19 and a sequential improvement in both dollars and rate over the fourth quarter of fiscal '20. Our balance sheet remains very solid. We ended the first quarter with over $102 million in cash and marketable securities. And borrowings on our $300 million credit facility remain unchanged from the fiscal year at $149 million. Our financial position liquidity continued to be bolstered by strong digital performance across all brands, improving retail store sales, and a significant leaner expense structure that better aligns cost with sales. In addition, our balance sheet reflects a federal income tax receivable of approximately $55 million that we expect to realize in the summer of fiscal '21. We anticipate building cash throughout fiscal '21. Regarding first-quarter cash flows, cash used in operating activities was $4.4 million. This use reflects the impact of more than $15 million in outflows or residual rental settlements for the fiscal '20 real estate rent abatement and reduction initiatives, as well as reductions in extended supply or payment terms implemented last year. On a real estate front, in March, we launched phase two of our lease renegotiation process with A&G Real Estate Partners. We have secured commitments from landlords of approximately $10 million of additional rent abatements and reductions. The majority of which will be realized in fiscal '21. This is an addition to the $65 million abatements and reductions negotiated last year. On a cash basis, approximately $20 million of those savings are expected to be realized this year. We expect to close up to a total of 330 stores from the beginning of fiscal '19 through the end of fiscal '23. In the first quarter of fiscal '21, we closed nine stores and we ended the quarter with 1,293 boutiques. Now, let me turn to our outlook. We expect continued improving demand throughout the year for Chico's FAS, and we also realized there is economic uncertainty as we continue to emerge from the pandemic. We do, however, believe it is appropriate to provide some high-level public expectations for fiscal 2021. We expect a consolidated year-over-year net sales improvement in the 28% to 34% range, gross margin rate improvement of 18 to 20 percentage points over last year. SG&A as a percent of sales down 500 to 600 basis points year over year and income tax expense of approximately $500,000. We are committed to making all appropriate actions to improve performance and drive shareholder value, and we look forward to continuing to engage with our shareholders to discuss our progress. Our turnaround is on track, and we are uniquely positioned to build on our first-quarter momentum, improve our operating performance, and generate shareholder value over the long term. We have an exciting future ahead. We will not be making further comments on the contents of their income statement or our shareholder conversations at this time. With that, we can open up the call for Q&A. ","compname says q1 loss per share $0.08. q1 loss per share $0.08. q1 sales $388 million versus $280.3 million. not providing specific fiscal 2021 guidance at this time. expects 2021 consolidated year-over-year net sales improvement between 28% to 34%. " "Before we begin, I'd like to review the Safe Harbor statements. During the call today, we may also discuss non-GAAP financial measures. Additionally, the content of this conference call may contain time-sensitive information that is accurate only as of the date of this earnings call. We do not undertake and specifically disclaim any obligation to update or revise this information. I will now turn the conference over to our President and Chief Executive Officer, Matthew Lambiase. I'd like to start by saying that all the employees at Chimera are healthy and working remotely from home. We implemented our contingency work plan in early March, and have not experienced any significant technology issues. We all hope view and your family stay safe and healthy as well. In the month of March, the COVID-19 pandemic created an environment of fear and extreme uncertainty resulting in near catastrophic conditions for the fixed income markets. Many investors felt that the government mandated lockdowns would likely bring an economic recession and they sold their credit investments while reinvesting into safer risk-off assets such as T-Bills, U.S. Treasury notes and cash. Credit-focused bond funds and ETFs saw record outflows forcing fund managers to sell their holdings into thin markets creating heightened volatility and market dislocations. All sectors of the fixed income market, apart from U.S. treasuries, experienced sharp downward price movements. So investors who use leverage as part of their strategies we're also forced to sell assets as they attempted to meet margin calls from their repo lenders. Market conditions witnessed in March of 2020 were very similar to that experienced in the the 2008 crisis. Yet, price movements were swift and occurred over a much shorter timeframe. The Federal Reserve was quick to respond and on March 15, a Sunday night, they announced many initiatives to combat the worsening economic conditions. The Federal funds rate was cut to 0%, new purchase plans for treasuries and agency mortgage-backed securities were implemented and funding programs like the TELS and commercial paper facility were revived from the 2008 Federal Reserve playbook. The Fed's actions were largely helpful bringing order to many areas of fixed income market including agency mortgage-backed securities. Liquidity programs for residential credit securities were not offered by the Federal Reserve and they continue to trade in a challenged fashion in the secondary markets. Like the Fed, Congress also did its part by passing the CARES Act with the intent to help individuals most directly impacted by the COVID-19 pandemic. The U.S. economy is vastly different today than where it was prior to the COVID-19 crisis. The abrupt shutdown in the U.S. economy has swiftly created some of the worst economic problems since the Great Depression. In these past six weeks, 30 million people have applied for unemployment benefits, a sharp contrast to the 3.5% unemployment rate that we had in February. Many U.S. homeowners have decided to take advantage of newly created mortgage forbearance programs. In the near term, the government initiatives, coupled with mortgage forbearance, will soften the immediate blow to the U.S. economy. But these may have lasting negative impact on the housing and mortgage market, should they persist for an extended period. Over the past several years, Chimera has taken a number of balance sheet initiatives that helped it in this difficult period to protect our book value to meet all the margin calls from our repo lenders and to pay our dividends. Our agency mortgage-backed securities portfolio has always served dual purposes, primarily as a source of spread income, and secondarily as a source of liquidity rather than selling our higher yielding legacy assets. This quarter, we sold our agency pass-through securities to pay down debt and further deleverage our overall portfolio. We ended the first quarter at 2.2 times recourse leverage, down 35% from year-end. Over the past decade, we've purchased or acquired approximately a $14 billion portfolio of legacy non-agency securities and season-low loan balance mortgages. This portfolio is funded through securitization as well as repo leverage, but it has not been immune to downward price movements. We've worked diligently to protect this portfolio, which has historically been a consistent driver of earnings for our company and makes Chimera's portfolio differentiated in the mortgage REIT industry. We remain hopeful that at some point in the future, the pricing of these assets reverts to it's fundamental value, rather than the illiquid pricing we're currently experiencing. A restarting of the economy should be a good first step in the process, which we believe could lead to an improvement in credit spreads and a recapturing of our lost book value experienced in the quarter. In the last few months, we've been busy executing transactions on the liability side of our balance sheet. In March, Chimera executed two mortgage securitizations, totaling $883 million. We've arranged over $800 million of longer-term refocus over these for our credit assets and we executed $374 million of convertible debt, which further diversifies our liability and capital structure. While pricing is never ideal in a crisis, we are heartened to be able to access the capital markets. Looking forward, it's hard to have a clear view on how the U.S. economy is going to perform as it starts back up. We are in uncharted waters with regard to the high unemployment and severe changes in social habits. We would love to believe that we'll be back to a V-shape recovery, but it's most likely going to take longer and be difficult to get back to where we were in February. The mortgage and housing market outlook will also be challenging in the very near term. Mortgage forbearance stays at a high degree of uncertainty to mortgage credit and we will be cautious until we have more clarity on the forbearance duration and the totals in our portfolio. Given all these complexities, earnings for the next few quarters will be difficult to predict until the economic conditions clarify. We remain focused on maintaining liquidity, extending our financing terms, and keeping our credit portfolio intact. We are navigating through a very turbulent period but we are very hopeful that the U.S. economy will recover and the mortgage market will return to more normal footing when the economy restarts and people get back to work. The first quarter of 2020 was an extremely volatile period in the U.S. fixed income market. The 10-year treasury note began the year at 1.92% and fell 125 basis points to end the first quarter with a yield of 0.67%. The Federal Reserve cut its overnight lending rate by 150 basis points over a two-week period as part of its response to the COVID-19 pandemic. The large drop in interest rates, sharp increase in rate volatility and investor flight to quality had a large imbalance of funds across most fixed income products. Investors that utilized leverage were forced to sell their securities at low prices to meet margin calls on existing repo transactions. Chimera was not immune. In the first quarter, we utilized the combination of cash balances, unpledged [Phonetic] securities and outright sales of our agency assets as part of our overall liquidity management strategy. Chimera has successfully met all margin calls to date. Chimera's swift [Phonetic] funding strategy is multifaceted. The primary objective has been and continues to be utilizing securitization to create long term funding for our credit assets. At the end of the first quarter, we had nearly $8.5 billion of securitized debt outstanding. Secondarily, we use repo financing on our retained assets, legacy non-agency securities, and loans. We typically use longer repo maturity dates when financing these assets, which enables more effective counterparty and portfolio management. And post quarter end, we added two new long term credit financing facilities totaling $800 million. These facilities contain attractive features including a significant reduction of daily mark-to-market risk on our credit assets. We successfully continued our loan securitization strategy this quarter and in March, we priced two deals with season reperforming loans from our warehouse. CIM 2020-R1 has $391 million underlying loans with a weighted average coupon of 5% and a weighted average loan age of 158 months. The average loan size in the R1 securitization was $123,000 and had an average FICO score of 613. We sold $312 million senior securities with a 2.35% cost of debt. Chimera retained a March 2023 calendar call option on the R1 securitization. In addition, we securitized CIM 2020-R2, which had a $492 million underlying loans with a weighted average coupon of 3.79% and a weighted average loan age of 161 months. The average loan size in the R2 deal was $219,000 and had an average FICO of 690. We sold $352 million senior securities with a 2.55% cost of debt. In response to the significant drop in interest rates, increased price volatility and repo margin calls, this quarter, we sold our entire portfolio of $5.7 billion residential agency pass-throughs. These pass-throughs were the most liquid and lowest yielding assets in our portfolio and have always been part of our strategy to meet our liquidity needs. We also terminated all our agency hedge positions comprised of U.S. Treasury note futures and $4.1 billion notional balance on interest rate swaps. The agency CMBS portfolio, which has taken us many years to accumulate, was retained. As of the quarter end, this portfolio totaled $2.5 billion. We continue to like the spread income generated by this portfolio and the superior convexity profile of Ginnie Mae project loans relative to residential agency pass-throughs. These securities finance well in the repo markets and have some more rates and haircuts as traditional agency pass-throughs. The unique [Indecipherable] explicit prepayment lockout and penalties are valuable security trades as interest rates fall. After quarter end, spreads on agency CMBS began to tighten when the Fed began purchasing these assets as part of their quantitative easing program. Portfolio activity this quarter has significantly reduced the company's risk exposure as measured by recourse leverage. We ended the quarter at 2.2 times recourse leverage down from 3.4 times at year-end and 3.8 times at the end of the third quarter of 2019. This represents a 35% reduction of recourse leverage over the last three months and 42% over the past six months. It is important to note, due to current market conditions, our high-yield credit assets, which is the largest component of our portfolio, have been marked down in book value -- have been marked down in value, which has contributed to Chimera's lower book value this quarter. Our ability to retain this portfolio enables the opportunity for security value increases over time as economy restarts and the country works its way through the current pandemic. As we move forward to the current economic crisis, we remain cautiously optimistic. We will continue to space out the repo maturities and seek longer tenure for our credit repo. And as we get more visibility into the housing and mortgage economics resulting from the crisis, we will seek to deploy cash into new investment opportunities as we have for the past decade. I'll review Chimera's financial highlights for the first quarter. GAAP book value at the end of the first quarter was $12.45 per share. Our GAAP net loss for the first quarter was $389 million or $2.08 per share. On a core basis, net income for the first quarter was $106 million or $0.57 per share. Economic net interest income for the first quarter was $151 million. For the first quarter, the yield on average interest earning assets was 5.3%. Our average cost of funds was 3% and our net interest spread was 2.3%. Total leverage for the first quarter was 4.7 to 1, while recourse leverage ended the quarter at 2.2 to 1. Expenses for the first quarter, excluding servicing fees and transaction expenses were $18.6 million, consistent with last quarter. Given the current market environment, we wanted to provide additional information about liquidity. We currently have approximately $650 million in cash and unencumbered assets. This is after we paid both our preferred and common stock dividends totaling $111 million. Also, in April, we closed a public convertible bond offering that raised $374 million. We believe it's important to have ample liquidity in this market and we're happy that the capital markets were open for us to achieve this goal. We will continue to monitor our liquidity and assess opportunities to increase liquidity and balance, supporting our current portfolio and finding new opportunities in the market. ","compname reports q1 core earnings per share of $0.57. q1 core earnings per share $0.57. q1 gaap loss per share $2.08. " "Before we begin, I'd like to review the safe harbor statements. During the call today, we may also discuss non-GAAP financial measures. Additionally, the content of this conference call may contain time-sensitive information that is accurate only as of the date of this earnings call. We do not undertake and specifically disclaim any obligation to update or revise this information. I will now turn the conference over to our CEO and chief investment officer, Mohit Marria. Joining me on the call today are Choudhary Yarlagadda, our president and chief operating officer; Rob Colligan, our chief financial officer; and Vic Falvo, our head of capital markets. Before we begin, in November, we announced the retirement of Matt Lambiase. Matt founded and led Chimera since 2007. Under his leadership, Chimera grew to a $3.8 billion mortgage REIT and paid more than $5.2 billion in dividends to shareholders. Matt was a great leader, friend and mentor for everyone in our company. This quarter, Chimera continued its path of book value reappreciation. Throughout the year, we worked diligently on the liability side of our balance sheet to enhance liquidity and strengthen our cash position. These actions enabled us to retain our high-yielding credit portfolio and benefit from the improvements in asset prices that started in the second half of 2020. Chimera's book value improved nearly 4% in the fourth quarter and over 16% at the middle of the year. This improved book value, combined with the company's dividend policy, has generated a 6% economic return for the fourth quarter and a 22% economic return since June 30, 2020. The housing market is robust across America. The Federal Reserve has been very supportive of agency mortgage-backed securities with open market purchases for its own portfolio. The Fed's purchases have helped lenders offer low mortgage rates to homeowners for new home purchases as well as lowering the cost of homeownership for those that desire to refinance. The National Association of Realtors recently reported that in December, contract closing for existing homes increased with annualized pace of 6.76 million units. This is the strongest pace we have seen since late 2006. Housing inventories are low, demand is strong and mortgage rates are at all-time historic lows. These are all indicators for continued performance in the housing and residential mortgage credit. Chimera has a unique and differentiated residential credit portfolio among mortgage REITs. At year-end, our GAAP investment portfolio included $12.6 billion of mortgage loans and $2.5 billion of non-agency RMBS. Over 90% of the loans in non-agency securities on our balance sheet were originated prior to 2010. With strong underlying housing fundamentals and the prospects of a post-pandemic economic recovery, we believe our seasoned mortgage portfolio of loans in non-agency RMBS is uniquely positioned to perform well. The securitization market has demonstrated depth and resiliency in the past year and is a key component of our company's liability management. Spreads on securitized mortgage loans widened as the pandemic began in the spring of 2020. Subsequently, these spreads have grown tighter and closed the year at historically low levels. Securitization enables us to finance our mortgage loans for longer term by transferring them from our loan warehouse into mortgage trust as we sell senior notes in each deal. This process helps the company to accomplish a desired asset liability mix, while providing long-term nonrecourse financing. For the full year, we sponsored seven reperforming loan securitizations, two prime jumbo securitizations, one agency eligible investor loan securitization and one non-performing loan securitization. In total, Chimera sponsored $4.2 billion and 11 separate securitized deals for the calendar year 2020, and we retained $655 million in subordinate notes. Securitization is Chimera's primary source of financing for our loan portfolio, and as of year-end, securitized debt represented more than 60% of Chimera's liabilities. We firmly believe that retention of subordinate notes from Chimera-sponsored deals provides the best levered returns available in the market. Secondarily, we utilized repo and other forms of secured financing for warehouse loans and subordinate notes as we seek to enhance our portfolio returns. Since the onset of the pandemic, we have taken aggressive actions to reduce Chimera's financing risk by lengthening and strengthening our secured credit facilities. At year-end, we have $3.2 billion of credit-related secured financings, which is 37% less than we were financing at the year-end 2019. The average maturity of our credit-related financing is 15 months and $2 billion, or roughly two-thirds are either nonmark-to-market or limited mark-to-market. In April, we issued convertible debt. Concurrent with our offering, the company entered into a capped call transaction. During the fourth quarter of 2020, we exercised a capped call option, and the company elected to receive a settlement of approximately 4.7 million shares for our common stock, which were then retired. The retirement of these shares reduces the company's share count, benefiting the book value and future returns of our company. Last night, our board of directors increased the size of our outstanding common stock repurchase authorization to 250 million. This provides a valuable tool for our team as we evaluate the merits of new leverage investment opportunities related to the potential benefit of stock -- common stock repurchase. Our balance sheet is strong, and we remain focused on delivering long-term value for shareholders. Now, I would like to go through the fourth-quarter portfolio activity. In October, we issued CIM 2020-R6, with $418 million of reperforming loans purchased in September. The underlying loan from the deal had a weighted average coupon of 5.25% and a weighted average loan age of 164 months. The average loan size in the R6 transaction was $102,000 and had an average LTV of 71%. The average FICO score of the borrower was 638. We sold 334 million senior securities from the deal and retained 84 million in subordinate notes, plus interest-only securities. Our cost of debt for the CIM 2020-R6 was 2.19%, with an 80% advance rate. In November, we issued CIM 2020-R7 and CIM 2020-NR1. The R7 deal consisted of $653 million reperforming loans from the called CIM 2017-8 securitization. The underlying loans in the deal had a weighted average coupon of 6.38% and a weighted average loan age of 172 months. The average loan size in the R7 transaction was $81,000 and had an average LTV of 60%. The average FICO score of the borrowers was 662. We sold $552 million senior securities from the deal and retained $91 million in subordinated notes, plus interest-only securities. Our cost of debt for the R7 deal was 2.22%, with an 86% advance rate. The collateral for the NR1 securitization was $132 million of non-performing loans called from CIM 2017-8 deal. The underlying loans had a weighted average coupon of 5.76% and a weighted average loan age of 170 months. The average loan size was $100,000, had an 86 LTV and a 589 average FICO. We sold $84 million notes, with a 4.49% cost of debt and a 64% advance rate. Chimera retained $48 million of subordinate notes. The R6, R7 and the NR1 deal were not rated by any of the rating agencies. In December, we issued CIM 2020-J2, our second prime jumbo securitization for 2020. The deal was rated by Moody's, Fitch and DBRS and had $327 million loans, with a weighted average coupon of 3.09% and a weighted average loan age of two months. The average loan size was $912,000 and at an average FICO of 782 and an average LTV of 64%. As we begin 2021, the housing market is booming, our mortgage portfolio continues to perform well, and we have ample cash position to make new investments. Interest rates are at historic lows, and the securitization market is strong, with spreads on some classes near all-time tights. This year, we will continue to seek ways to improve upon or lower our liability cost for securitized debt as well as the back-end financing of our retained securities from Chimera securitizations. As of year-end, Chimera owns call rights from 7 billion in 16 previously issued same deals that are either currently callable or will become callable in 2021. This provides a source of product to meet strong investor demand. And lastly, our company's leverage is low. As market conditions improve, we can increase our leverage either by growing assets, repurchasing equity or both. Chimera is well positioned as we begin 2021. We will use all the tools available to deliver the best risk-adjusted dividend to our shareholders. I'll review Chimera's financial highlights for the fourth-quarter and full-year 2020. GAAP book value at the end of the fourth quarter was $12.36 per share, and our economic return on GAAP book value was 6% based on the quarterly change in book value and the fourth-quarter dividend per common share. GAAP net income for the fourth quarter was $129 million or $0.49 per share and $15 million or $0.07 for the full year. On a core basis, net income for the fourth quarter was $72 million or $0.29 per share, and it was $334 million or $1.46 per share for the full year. Economic net interest income for the fourth quarter was $117 million, and it was $513 million for the full year. For the fourth quarter, the yield on average interest earning assets was 5.9%, our average cost of funds was 3.6% and our net interest spread was 2.3%. Total leverage for the fourth quarter was 3.6 to 1, while recourse leverage ended the quarter at 1.2 to 1. For the fourth quarter, our economic net interest return on equity was 12.5%, and our GAAP return on average equity was 15.8%. Expenses for the fourth quarter, excluding servicing fees and transaction expenses, were $18 million, up slightly from last quarter. ","compname posts q4 core earnings per share $0.29. q4 core earnings per share $0.29. q4 gaap earnings per share $0.49. board of directors increases existing share repurchase authorization for up to $250 million. " "On the call today, Scott Buckhout, CIRCOR's president and CEO, and Abhishek Khandelwal, the company's chief financial officer. The slides we'll be referring to today are available on CIRCOR's website at www. These expectations are subject to known, and unknown risks, uncertainties, and other factors. For a full discussion of these factors, the company advises you to review CIRCOR's Form 10-K, 10-Q, and other SEC filings. The company's filings are available on its website at circor.com. Actual results could differ materially from those anticipated, or implied by today's remarks. These non-GAAP metrics exclude certain special charges and recoveries. The CIRCOR Team has gone above and beyond to deliver essential products to our customers, while keeping each other safe, and maintaining business continuity. CIRCOR delivered a strong second quarter, despite unprecedented macro challenges. I'm proud of the portfolio transformation that we've executed over the last couple of years. With the recent divestiture of distributed valves, we completed our shift out of upstream Oil & Gas and other commodity businesses. As a result of this transformation, we've sharpened our focus on our core Mission Critical flow control platforms, and we positioned CIRCOR for strong future growth. Our current portfolio of Mission Critical business is more diversified and less cyclical mitigating the impact of the broader economic environment. In addition, our portfolio of products has differentiated technology and a strong market position that has enabled us to raise prices through the current downturn. All of our factories are operating in line with customer demand. As of today, we're absorbing some inefficiencies associated with safety protocols we put in place to ensure our employee's safety. We continue to manage some COVID-19 related challenges on the supply chain side. Beyond this, we're experiencing a limited direct disruption in operations from COVID-19. Despite these challenges, the CIRCOR operating system is delivering improved operating performance across most metrics. And finally, we're positioning CIRCOR to take advantage of a market recovery. We remain on track to deliver on our commitment to launching 45 new products this year. We continue to invest in front-end resources and strategic growth initiatives. We're closely collaborating with suppliers and customers to ensure alignment as markets change. Lastly, we continue to focus on deleveraging the balance sheet. Now, I'd like to provide some highlights from the second quarter. Please turn to Page 4. We booked orders of $193 million with the book-to-bill ratio slightly over 1.0, and a backlog build of $7 million. Sales came in at $186 million, down 14% organically, largely driven by industrial. Aerospace & Defense this top-line remained robust through the quarter. The adjusted operating margin was 8.5% down 210-basis-points from last year. The margin decline was primarily driven by lower volume in industrial. Despite lower revenue, we managed companywide detrimental to 22%, due to the aggressive cost and price actions we implemented earlier this year. Our cost actions remain in line with the targets we laid out in our first-quarter earnings call, and our price actions across the company are coming in as expected. Let's begin by reviewing our segment results. All figures up from continuing operations and exclude divestitures. Starting with industrial in Slide 5. In Q2, Industrial segment orders were down 16% organically, due to COVID-19 impact on most industrial-end markets. The Industrial segment had sales of $124 million, down 19% organically. The majority of our end markets within industrial were challenged, due to the COVID-19 pandemic. We saw the capital projects and customer maintenance delays to the quarter. Our EOM margin was 10% representing a decline of 350-basis-points versus the prior year. This was primarily driven by lower sales volume, and inefficiencies associated the need to maintain social distancing on the factory floor, among other safety policies, due to COVID-19. The cost actions they've initiated at the end of 2019, coupled with further action stated the pandemic resulted in a drop-through 27% which is significantly lower than our contribution margin. In Q2 in the Aerospace & Defense segment, we delivered orders of $77 million, down 18% organically, due to a difficult comparison. Last year, we received a large Joint Strike Fighter order for $17 million. While this year, we had the impact of COVID-19 on commercial Aerospace, although partially offset by the Virginia Class Submarine order for $9 million. Aerospace & Defense had sales of $62 million, down 3% organically, due to COVID-19 impact on commercial Aerospace, and ongoing 737MAX delays. This was partially offset by strong defense shipments, especially for the Virginia Class Submarine, and the Joint Strike Fighter programs. The Aerospace & Defense operating margin was 21.1% up 500-basis-points. The $2 million of lower revenue in the Aerospace & Defense team delivered $3 million of incremental operating income, driven by pricing, productivity, and cost actions. Turning to Slide 7. For Q2, the adjusted tax rate was 14.8%, due to foreign tax-rate differential, and higher R&D tax credits. Looking at special items and restructuring charges, we recorded a total pre-tax charge of $17 million in the quarter. The acquisition-related amortization & depreciation was a charge of $12 million. Wanting professional fees were a charge of $4.6 million, attributable to last year's unsolicited tender offer, corporate governance actions, and other proxy related matters. Interest expense for the quarter was $8 million, down $5 million, compared to the prior year. This was a result of lower-debt balances and a federal interest rate of 25-basis-points. Other income was at $2 million charge in the quarter primarily, due to foreign exchange losses, partially offset by pension income. Corporate costs in the quarter were $9.7 million, higher than normal, primarily driven by a write-off of $1.8 million against a written asset from a previously divested business. For Q3 and Q4, we expect the corporate cost run rate to be approximately $7 million per quarter. Turning to Slide 8. Our free cash flow from operations was negative $28 million in the second quarter, which is in line with the guidance provided during our first-quarter earnings call. During the quarter, we disposed of our Distributor Valves business for a negative $8.25 million in cash. The company also incurred approximately $10 million of cash disbursements associated with, last year's unsolicited tender offer to acquire the company, support for corporate governance changes, restructuring, investment, banking fees, and other professional services. At the end of the second quarter, our net debt was $467 million, which was $205 million dollars lower than Q2, 2019. As we mentioned in our Q1 quarterly call, we expect our Q3 free cash flow to be approximately break-even to slightly negative. As we complete the final disbursements related to the exit of Distributed Valves and other restructuring expenses. Q4 is expected to be a strong positive cash flow quarter, largely clean of transition, and restructuring expenses. Now, I will hand it back over to Scott, to provide some color on our end markets, and outlook. Now, I'll provide an overview of what we're seeing in our end markets, as well as some of the actions we're taking to manage through the pandemic. Please turn to Page 9. Let me start by recapping ou in-market exposure. First, we've completely exited upstream Oil & Gas. Looking at today's portfolio, approximately 46% of our revenue is General Industrial, 27% is Aerospace & Defense with defense approximately twice the size of commercial, and 27% as aftermarket sales and support. I'd like to point out a few aspects of our current portfolio. Our Aftermarket business is largely driven by Industrial and defense. Aftermarket margins are higher than OEM margins. Orders driven by our large global installed base are mitigating the impact of the broader economic decline. Aftermarket is a strategic growth area for CIRCOR, and aftermarket growth investments will continue through 2020 and beyond. We expect the defense to remain robust. Our Defense team is winning new programs in next year's U.S. defense budget appears to be coming in at 2020 levels or slightly better. In addition, we're seeing strong support from many of our larger defense platforms. Our Commercial business represents 8% of revenue, and less than half of it is driven by Boeing and Airbus commercial aircraft platforms. The majority of the remaining commercial sales come from a long list of OEM platforms across business and regional aviation, Civil Helicopters, and Space programs. Our Industrial business is very diversified by the end market. Outside of downstream, Oil & Gas which represents 10% of revenue, no end-market represents more than 6% of revenue. This offers significant diversification, reducing cyclicality, and our dependence on anyone end market. Let's start with the industrial. Orders overall in Q2 were down 16% organically. During the second quarter of the Industrial business, we saw the impact of COVID-19 across most major end markets. For market orders were down 23%, impacted by an overall slowdown in global manufacturing, as well as large project delays linked to the global reduction in capex. We saw a capital project delays in Commercial Marine, Machinery Manufacturing, Chemical Processing, and Building & Construction end markets. The impact on water and wastewater was relatively modest compared to other end markets. consumer goods manufacturing sector. The COVID-19 environment coupled with some customers shifting consumer goods manufacturing from China to the U.S. created a moderate increase in orders in this sector. Aftermarket orders were down 8% organically in Q2. Our global installed base combined with our dedicated Aftermarket Commercial team is mitigating the impact of steeper declines and for market capital projects. The aftermarket weakness was most significant in Commercial Marine, due to lower utilization of Cruise ships, and offshore service vessels. We're seeing pockets of growth in some areas like nuclear power in Asia and midstream Oil & Gas in Latin America. Downstream order intake in the quarter was relatively low, due to delayed capital projects and maintenance turnarounds. Refiners are minimizing short-term spending and reducing the scope of activities planned for the fall turnaround season. Aftermarket backlog is expected to grow as we exit the year in preparation for the delayed maintenance activities from 2020, and layering on top of the already planned repair and maintenance work slated for 2021. Boating activity remains strong for long cycle capital projects in growth markets. For Industrial overall in Q3, the end-market outlook is similar to market levels in Q2. We expect the impact of COVID-19 to drive a year-over-year decline in revenue of 18% to 28%. We expect most OEM end markets in Q3 to remain at Q2 levels, due to ongoing capital expenditure reductions, and capital project delays. On the aftermarket side, we're starting to see some improvements sequentially in Europe and Asia, as those markets recover from the COVID related downturn. In North America, we expect Q3 revenue to be in line with Q2. Regionally, the general industrial market is expected to decrease in Q3 versus the prior year in North America, Europe, and India. However, we expect to see growth in China. Our Aerospace & Defense segment delivered orders of $77 million in the quarter, driven by ongoing strength in Defense programs like the Joint Strike Fighter. the US Naval Virginia Class Submarine, the CVN-80 aircraft carrier, and various missile programs. Strengthened Defense orders offset weakness in commercial Aerospace orders which were down from the previous quarter, due to the impact of COVID-19 on production rates at Boeing and Airbus, and 737MAX. Overall, we expect Q3 orders to decrease sequentially driven by the timing of Defense Program orders, and COVID related headwinds in the Commercial business. For Aerospace & Defense and aggregate, we expect revenue to be up sequentially in Q3, but down 3% to 5% versus last year. Commercial revenue is expected to be down approximately 30% to 40% versus last year, while the defense should be up 12% to 17%. It's important to note that we're increasing prices on both sides of the business, Defense and Commercial Aerospace. With carryover pricing from 2019, and new increases this year, we expect to net a 4% price increase in Q3. The price increases are heavily weighted in the aftermarket. Before I wrap up, I want to read [audio gap] out last summer and have continued to make strong progress. While the pandemic has had a significant impact on our end markets, we've responded accordingly by accelerating, and expanding many aspects of the plan, particularly with respect to reducing structural cost, and leaning out the company. [Audio gap] and the growth capacity of the company, despite the expanded reduction of structural cost. Notably, we've increased our commitment to new products launched in 2020 to 45, up from 40 in the original plan. And finally, the price remains an important part of our playbook, due to the mission-critical nature of our products, we've been able to raise prices this year in line with the original plan we committed to last year, despite the recent market disruption. To summarize, we're taking the appropriate steps to navigate the current environment while continuing to execute on our strategic plan. As the market continues to change, we'll continue to adapt to ensure we're positioned to succeed. I'd like to close by once again [audio gap] the unwavering dedication to our customers. They've been doing a remarkable job. We remain committed to positioning CIRCOR for long-term growth, expanding margins, generating strong free cash flow, and deleveraging the company. Now, Abhi and I would be happy to take your question. ","q2 revenue $186 million versus refinitiv ibes estimate of $168.3 million. qtrly orders of $193 million produced a book-to-bill ratio of 1.04 and backlog increase of $7 million. remain on track to achieve $45 million 2020 cost reduction plan. " "I'm joined today by Scott Buckhout, CIRCOR's president and CEO; and Abhi Khandelwal, the company's chief financial officer. These expectations are subject to known and unknown risks, uncertainties and other factors and actual results could differ materially from those anticipated or implied by today's remarks. You can find a full discussion of these factors in CIRCOR's Form 10-K, 10-Qs and other SEC filings also located on our website. CIRCOR delivered another strong quarter and executed well despite a challenging global supply chain environment. We continue to see strong demand for our mission-critical products with year-to-date orders in backlog up 11% and 15%, respectively. Notably, Industrial organic orders growth was 28% in the quarter and our Industrial backlog is up 30% year-to-date, well above pre-pandemic levels. While aerospace and defense orders were down in the quarter due to timing, we're well positioned on growing commercial and defense programs and continue to launch new products for our customers. Revenue in the quarter was up 2% organically with operating margin up 80 basis points year over year and 240 basis points sequentially. EPS was up 39% versus last year. It's important to note that revenue and earnings for the quarter were adversely impacted by supply chain disruptions that intensified through the last month of the quarter. More specifically, we saw approximately $10 million of revenue pushed out of Q3 due to supplier input delays, logistics constraints and ongoing labor availability challenges. This reduced our organic growth by roughly 5 points in the quarter. Our teams are working to mitigate the impact of supply chain issues by qualifying alternate suppliers, reengineering product with higher-grade materials and expediting shipping in order to continue delivering to our customers as committed. Looking forward, we expect these challenges to continue through the fourth quarter, resulting in a $15 million impact on revenue. For the year, we expect approximately $25 million of revenue to push out of 2021. This is reflected in our revised full year guidance, which Abhi will discuss later. Our strategic priorities on people, growth acceleration, margin expansion and free cash flow continue to be our guiding principles. I'll talk more about select accomplishments from Q3 later in the call. Let's start with the financial highlights on Slide 3. Organic orders of $194 million in the quarter were up 15% versus prior year. We saw a strong year-over-year increase of 28% in industrial with growth in all regions. Orders were down 10% in aerospace and defense due to the timing of large defense orders. Organic revenue was $191 million, up 1% versus prior year. Revenue came in approximately $10 million lower than expected as a result of the supply chain challenges that Scott mentioned upfront. Adjusted operating income was $19 million or 10.1%, up 80 basis points from prior year and up 240 basis points from the previous quarter. Finally, we delivered $0.50 of adjusted earnings per share, up 39% versus prior year and generated free cash flow of $7 million. Moving to Slide 4. Industrial organic orders were up 28% versus last year and down 9% sequentially. Order growth was apparent across all regions, with particular strength in North America and EMEA. Aftermarket orders were up 42% and our downstream aftermarket backlog is the highest it has been since 2017. Our book-to-bill ratio for the quarter and year-to-date is 1.1%, an indication of continued end market demand. Industrial organic revenue was up 3% versus last year and up 1% sequentially. By region, we saw year-over-year strength in EMEA, China and India, partially offset by lower revenue in North America. Despite the strong backlog from the first half, supply chain and logistic constraints became a bigger challenge than expected late in the quarter. This adversely impacted revenue by $6 million or 5 points of organic growth. Adjusted operating margin was 8.7%, up 80 basis points versus last year and up 70 basis points versus Q2. Improvements were driven by productivity and continued value-based pricing up 2%, partially offset by higher inflation. We expect further margin expansion in Q4. Turning to Slide 5. aerospace and defense orders were $54 million down 10% versus last year and flat sequentially. Orders were lower versus prior year due to a large non-repeat defense order for the Dreadnought submarine in 2020. The commercial aerospace recovery continues led by narrow-body programs. We've seen sequential growth for the past three consecutive quarters. Revenue was $61 million, down 2% year over year and up 2% from prior quarter. Slightly lower revenue was primarily driven by lower defense OEM shipments, partially offset by recovery in commercial aerospace, up 10% and an improvement in defense aftermarket revenue, up 7%. Similar to Industrial, aerospace and defense was also impacted by the global supply chain and logistic constraints, which negatively impacted the quarter by $4 million or six points of growth. Finally, operating margin was 24.2% in the quarter, up 50 basis points year over year and up 430 basis points from Q2. We were still able to expand margin in a challenging global environment through pricing actions, productivity and favorable defense program mix. We expect margin in Q4 to be roughly in line with prior year. Turning to Slide 6. Free cash flow in the quarter was $7 million, an improvement versus prior year but lower than expected. More specifically, we had planned for higher milestone collections on long-term projects that moved out of the quarter. We will collect this cash in future quarters as we complete these projects. We reduced our total debt by $23 million versus prior year and ended Q3 with $445 million of net debt. Due to the lower earnings and cash outlook for the year, we now expect to improve our leverage by approximately 0.3 turns by the end of the year. We will continue to use all free cash flow generated to delever. Starting with fourth quarter guidance. We expect revenue to be up 1% to 3% organically, which includes $15 million of delayed revenue out of the quarter due to continued global supply chain, logistics and labor challenges. For Industrial, we expect orders in Q4 to be up more than 10% and revenue is expected to be up 3% to 6% with growth across most end markets. In A&D, fourth quarter orders are expected to be up greater than 50% driven by large OEM defense programs. Revenue, on the other hand, is expected to be flat to down 5%, with double-digit growth in commercial aerospace and defense aftermarket, offset by lower deliveries on defense programs. We're expecting adjusted earnings per share of $0.60 to $0.65 in the fourth quarter with incremental and decremental margins of 30% to 35%. Corporate cost is expected to increase by $1 million versus prior year. Finally, we're planning for free cash flow of $10 million to $15 million in Q4 as we expect supply chain constraints will continue to impact our ability to complete in-process projects and collect milestone billings from customers. As a result of the supply chain challenges late in Q3 and into Q4, we are revising our full year guidance. Organic revenue is expected to be flat to down 2%, which reflects $25 million of revenue delayed out of the year. Adjusted earnings per share of $1.69 to $1.74 is lower as a result of this reduction in volume and free cash flow is expected to be $4 million to $9 million. Now, I'll hand it back to Scott to discuss our market outlook. Let's get started with our Industrial outlook on Slide 8. As Abhi mentioned, in the third quarter, we saw continued order strength across all Industrial regions, with year-to-date backlog exceeding pre-COVID levels. In Q4, we expect another quarter of double-digit orders growth led by North America. Virtually all end markets are expected to grow with commercial marine and downstream showing the largest year-over-year improvement. On revenue, we expect modest improvement year over year with growth between 3% and 6%. Our short-cycle products are expected to be up 6% to 9% overall, primarily driven by aftermarket growth between 8% and 11%. Our longer-cycle end markets are expected to be roughly in line with last year. Many of our midstream and downstream customers are prioritizing aftermarket projects in the near term and our OEM project pipeline and backlog remain strong. In commercial marine, we expect to see growth as shipbuilding activity in Asia continues to recover from historically low levels. Finally, pricing is expected to net roughly 2% and as pricing actions that were taken in Q2 and Q3 start to roll through our top and bottom line. Moving to aerospace and defense. Q3 orders were flat sequentially and down versus prior year, driven by a large non-repeat order in Q3 2020. We expect a significant increase in Q4 orders. The increase versus prior quarter and prior year is driven by large defense orders, continuing recovery in commercial aerospace and strong medical growth. A&D revenue in the fourth quarter is expected to be flat to down 5% versus prior year, primarily due to supply chain constraints and the timing of shipments for large defense programs. Defense revenue is expected to be down 10% to 15% with lower shipments on our OEM programs. On the other hand, government orders for defense spares and MRO services picked up in the third quarter and we expect aftermarket revenue growth of 10% to 15%. Commercial aerospace is expected to continue its recovery with 25% to 30% growth following three consecutive quarters of sequential orders growth. Revenue from commercial air framers will be up 20% to 25% and mostly driven by the increased recovery in narrow-body aircraft production, most notably the A320. Aftermarket revenue growth is expected to improve as aircraft utilization continues to increase. Finally, pricing is expected to be a net benefit of 3% for defense and 4% for commercial. I'd like to provide a third quarter update on our previously shared strategic priorities. These priorities continue to guide what our team works on every day. We're investing in growth. We launched eight new products in Q3 and remain on track to deliver 45 new products by the end of 2021. I'll share two exciting new products on the next slide. Next, our teams continue to drive price increases in both Industrial and aerospace and defense to help offset growing inflation. Many of these price increases are permanent and will help drive top and bottom-line growth going forward. In Industrial, we increased prices or implemented surcharges on many of our product lines in Q2 and Q3. This drove the incremental price we're showing in Q3 and Q4. For A&D, we typically match the length of our customer contracts with our supplier contracts, which has helped us mitigate material inflation. Additionally, we continue to use value-based pricing where appropriate, especially in the aftermarket. To drive margin expansion, we're making key investments at two of our biggest industrial sites in the U.S. and Germany. With new modern equipment and processes implemented, we expect to see an improvement in safety, quality and productivity. We're making really good progress with our 80/20 initiative. With this structured approach, we've built a meaningful pipeline of growth and simplification opportunities and have already used 80/20 to implement strategic price increases at our U.S. site. Even more importantly, when talking to the teams, it's apparent that 80/20 is becoming a part of our culture and how we do business. Before we move to Q&A, I want to highlight two new products we recently launched. These products are particularly exciting because they show how CIRCOR is accelerating growth by leveraging our technical expertise into new growing markets where we do not currently play. For the past several years, our team has been looking for opportunities to penetrate the green energy sector by leveraging our sealing technology and competence in designing and manufacturing products for high-pressure gas storage and transport applications. The first set of products is for applications in the hydrogen market. Hydrogen Isolation Valves and Modular Dome Regulators are critical components of the control system on hydrogen gas transportation trailers. Our balanced isolation valve has very low leak rates at extreme temperatures and pressures and the Modular Dome Regulator developed and manufactured in India allows stable pressure control. We're the first supplier to meet the latest EU transportation regulation on the balance valve and we're able to secure more than $1 million of initial orders so far in 2021. The second new product I want to share is a switch module with kinetic sensors for landing gear position detectors on commercial aircraft. Our switch module inside the aircraft wheel is engineered to detect the landing gear position and turn on the electric motor allowing the aircraft a taxi itself of no engine or towing. This technology not only allows more efficient and safer ground transportation, but also contributes to reducing carbon emissions by burning less fuel. Both of these new products showcase how we're accelerating growth through new product development and expanding our portfolio into new markets. ","q3 adjusted earnings per share $0.50. q3 revenue $191 million. sees q4 adjusted earnings per share $0.60 to $0.65. sees fy 2021 organic revenue to decrease by (2)% to (0)%. " "Slides for today's call are posted on our website and we invite you to follow along. Participants are cautioned not to place undue reliance on these statements, which reflect management's opinions only as of today, August 5, 2020. Information on potential factors and risks that could affect our actual results of operations is included in our SEC filings. The Company undertakes no obligation to revise or publicly release the results of any revision to the statements made in today's call, other than through filings made concerning this reporting period. In addition, today's discussion will include references to non-GAAP measures. Clean Harbors believes that such information provides an additional measurement and consistent historical comparison of its performance. Our Q2 performance underscores the versatility of our business model and our leadership role and emergency response. Responding to crisis is an integral part of the job here at Clean Harbors. It's in our DNA and that ability enabled us to jump into action late in Q1 and into Q2 with a wide-ranging response plan. It began with setting strict safety protocols and gathering the proper equipment to protect our workforce. We've been successfully at staying safe, the infection rate among our workforce remains well below the per capita rates of the U.S. and Canada. Now let's turn to our high level overview for our Q2 results here on Slide 3. In response to the recessionary environment caused by COVID-19, we implemented a comprehensive series of actions that included implementing a hiring, wage and travel freeze, temporarily closing nearly half our rerefining capacity, transitioning a majority of our non-field based employees to work-from-home, lowering our capital spending, reducing our overall cost structure to align with revenues, launching our COVID-19 emergency response service offering. On the strength of these actions and improving market conditions, since we spoke with you in late April, we delivered a better than expected performance in Q2. Revenues came in at $710 million, down 18% from prior year, with the bulk of that decline in our Safety-Kleen segment. Our adjusted EBITDA was $135.5 million for the quarter, which included a total of $23.4 million from the CARES Act here in the U.S. and the Canadian Emergency Wage Subsidy or CEWS. These programs enabled us to employ more workers than we would have otherwise been able to, with the pandemic related shutdowns. Looking at our segment results beginning on Slide 4, Environmental Services revenues declined 12% from a year ago due to the COVID related slowdown across multiple lines of business, partly offset by incineration and decontamination work. Adjusted EBITDA grew 17% as a result of our cost reduction efforts, a strong performance in our facilities, emergency response revenue and the two government programs which accounted for $13.3 million in this segment. Emergency response work, whose margins tend to be above the corporate average, totalled $50 million in the quarter. Our incineration utilization increased to 87% due to our healthy backlog coming into the quarter and steady streams from chemical customers. Our mix of higher value waste enabled us to drive our average price per pound up 6% from Q2 of last year. Our landfill volumes were down 24%, due to the deferral of some remediation and waste projects, but our base business remained stable, which drove our average price per ton, up 15% from a year ago. Overall, a real terrific quarter for our Environmental Services segment. Given expected investor interest, on Slide 5 we wanted to provide some additional details around our COVID-19 response work. As of June 30th, we generated $60 million in revenue related to the virus. As of today, we are now at more than 7,000 responses and this work has opened doors for us to new customer relationships. Our jobs have varied from as small as -- from as a small as a armored vehicle clean out to as large as a NASCAR track. We anticipate that demand for our services will eventually subside over time, but we do anticipate over $100 million of corporate work in 2020. Moving to Slide 6. Safety-Kleen revenue was down 30% due to a slowdown in both the branch and the SK Oil businesses, due to customer shutdowns. The reduced demand for our core offerings as well as the drop in base oil demand and lower pricing. Adjusted EBITDA declined 41% due to the lower revenue, pricing for our SK Oil products and costs associated with the temporary shuttering of our refineries, partly offset by cost reduction efforts and government assistance programs which totaled $8.3 million dollars for this segment in Q2. Parts washer services were up 11% for the quarter and we collected 43 million gallons of waste oil, about two-thirds of our normal rate. Given where we were at the end of April, we are pleased to see this segment bounce back over the course of the quarter. Blended products and direct volumes on a percentage basis were in line with last year, but at a lower overall volume. Most recently, demand for base oil has recovered some, to the point that we restarted our Kansas and the Bartow rerefineries in July. The value of our base oil and blended products recovered somewhat over the course of Q2, however, with crude prices holding stable and vehicle miles driven remaining below traditional levels, we are proceeding cautiously before reopening any additional we rerefineries. Turning to capital allocation on Slide 7. Given the current environment, our strategy remains to focus on preserving cash to ensure we exit the pandemic in the best possible position. As we highlighted on our last call, we're carefully controlling our capex spend here in 2020 and expect to be well below last year's level. In terms of M&A and divestitures, we're not likely to be active on a near-term basis. That said, we are confident that we will emerge from this downturn in a stronger financial position and operational position than some of our peers, which will allow us to be opportunistic. In terms of our debt, we repaid half of the $150 million, that we tapped on our revolver in Q2. And in late July, we repaid the other half, given our healthy cash position and how the company has performed. Looking ahead to the remainder of 2020, we believe we have positioned ourselves well for the current economic environment. Within multiple parts of our business, we've seen a measurable recovery from the lows we experienced in April. Within Environmental Services, our facilities network is still seeing a steady flow of waste volumes. We have not seen any meaningful decline from most of our large quantity generators, however, individual products, delays due to the virus remain common and we've seen slower production with some chemical customers. While that may limit our high margin volumes in the coming months, we anticipate areas like our industrial services and others to ramp up in the back half of the year, as maintenance and disposal work can only be deferred for so long. Within Safety-Kleen, entered Q3 on a positive trajectory with the summer driving seizing increasing demand for our services, but we will still remain below prior year levels. We are monitoring the new shelter-in-place mandates closely, but to-date, the recent rise in COVID cases has not derailed the recovery in the SK branch business. For SK Oil, we're raising our production volumes with the restarted plants now online. We will continue to active manage our CFO rates to reflect the value of the waste oil and the collection services that we're providing. In summary, our Q2 results demonstrated the resiliency of our business model. Our crisis management capabilities and our front-line role in COVID decontamination. Despite the economic uncertainties that remain, the actions that we've taken in responsive to the pandemic and our market leadership, gives us confidence that we can achieve our 2020 targets. Let me mirror Alan's comments about how effectively our organization responded to the pandemic. The work of our outstanding team is reflected into results we are sharing with you today. In these unprecedented times, the Clean Harbors team stood up to the challenges presented by this crisis. Personally, I couldn't be more proud of our organization. Turning to Slide 9 and in our income statement, we delivered strong second quarter results in light of the pandemic. Revenue declined 18% and we aggressively managed the cost structure of the business in response to the slowdown. Those efforts, combined with the assistance we received from the two government programs, resulted in a 220 basis point improvement in gross margin. As Alan highlighted, our EBITDA declined less than $15 million from a year ago, despite revenues being $159 million lower. Our adjusted EBITDA margin for the quarter was 19.1%, which speaks to how effectively we reduced costs, managed overtime, closed rerefineries and locations and furloughed workers as needed. Our SG&A performance also demonstrates our comprehensive cost reduction efforts. Despite the fact that employee benefits including 401(k), are up significantly from a year ago, we lowered our SG&A expense by $20.1 million. Of that total, $9.1 million was related to the impact of CARES and CEWS. We flexed down our cost structure rapidly in the quarter, drastically cutting spending -- drastically cutting our spend in multiple areas such as travel and marketing. We also benefited from meaningfully lower healthcare costs in the quarter, which helped offset some severance and bad debt expense. As expected, depreciation and amortization in Q2 was down slightly to $72.5 million with only one small bolt-on acquisition in the trailing 12 months, we should continue to see this trend going forward. For 2020, we expect depreciation and amortization in the range of $285 million to $295 million, which is slightly below last year. Income from operations to a $60.2 million, down 18%, reflecting the lower revenue and gross profit. EPS was $0.52 in Q2 versus $0.65 a year ago. We emerged from the second quarter with our balance sheet in terrific shape. Our cash and short-term marketable securities exceeds $500 million at June 30th. That total includes $75 million of funds still drawn on our revolver that Alan referenced. The entire $150 million, which we bought out of the abundance of caution, when the pandemic begin has now been fully repaid. Given the COVID environment, our collection team keeps cash coming in the door from customers and our payables balance has shrunk with the lower revenue and associated costs. After the full pay down of our revolver, our current and long-term debt obligations today sit at $1.56 billion. Our weighted average cost of debt remains at an attractive 4%, with a healthy blend of fixed and variable debt. We've actually lowered our leverage in Q2 from where it was at in Q1. Leverage on a net debt basis now sits at 2.1 times for the trailing 12 months ended June 30th, which puts us in an excellent position financially. Our net debt to EBITDA ratio is down over 15% from a year ago. Turning to cash flows in Slide 11. Cash from operations in Q2 was up 29% to $139.8 million. Capex, net of disposals, was down 25% to $42 million, reflecting our COVID response plan to preserve capital. The result was an adjusted free cash flow of $98.1 million, which is well ahead of prior year. Given how our cash flow has trended, we are slightly raising our expectation for capex. For the year, we're now targeting capex, net of disposals and the purchase of our headquarters in the range of $155 million to $175 million. During the quarter, as planned, we did not repurchase any shares of stock and year-to-date repurchases stand at $17.3 million. We will be cautious in our approach to any meaningful level of buybacks, until the markets are well into their recovery stage. Moving to guidance on Slide 12, given how well our business has performed throughout the pandemic and based on current market expectations -- conditions, we are reestablishing 2020 guidance. We now expect 2020 adjusted EBITDA in the range of $470 million to $500 million. This is based on the assumption of a slight slowdown in our Environmental Services profitability from Q2 levels while the Safety-Kleen segment improved sequentially. This guidance assumes that there will be continued localized outbreaks of the virus, but does not assume any kind of nationwide shelter-in-place like we saw in early Q2. Looking at our guidance range from a quarterly perspective, we expect our adjusted EBITDA in the second half of the year to be evenly split between Q3 and Q4. Here's how our full-year 2020 guidance translates from a segment perspective. In Environmental Services, we expect adjusted EBITDA to be just slightly above 2019's level of $446 million. Growth and profitability within incineration, contributions from the expected $100 million in decontamination work and comprehensive cost reduction initiatives will offset declines in profitability within industrial services, landfills, remediations, waste projects and other lines of business. For Safety-Kleen, we anticipate adjusted EBITDA to decline approximately 20% from 2019's $282 million. We expect the branch business to remain below pre-COVID levels in the back half as vehicle miles driven are still less than historical norms but well above Q2 levels. At the same time, we expect SK Oil to rebound from a challenging second quarter as the base oil market improves from a difficult, April-May period and we continue to aggressively manage the front-end of our rerefining spend -- spread. In our corporate segment, we expect negative adjusted EBITDA to be essentially flat from 2019's $188 million, due to increases in 401(k) severance and bad debt, largely offset by lower incentive compensation and cost savings. Based on our current guidance and working capital assumptions, we expect 2020 adjusted free cash flow in the range of $200 million to $230 million. Free cash flow is always hard to accurately predict due to the influence of working capital demands. However, with our ability to defer all payroll tax payments from April to year-end, we should total $360 million[Phonetic]. It is likely that we will deliver free cash flow to shareholders, certainly north of $200 million. In summary, while Q2 was not without its challenges, it proved to be a strong operational quarter for the business. As Alan highlighted, we are a crisis response company at our core and we can thrive in these types of dynamic environments. Looking ahead, we will pursue additional cost control initiatives for market conditions remain limited. That said, we see the opportunity for some of our stalled lines of business to recover. Some of our project and turnaround work, may ultimately push out until 2021, but we see enough opportunity in the market today to support our facilities network in the back half of the year. Within Safety-Kleen, we expect a steady uptick in demand for our core branch services, while with -- meanwhile within SK Oil, we will continue to ramp up base and blended production. And lastly, we remain focused on providing COVID decontamination services, as the race toward a vaccine continues. ","compname reports q2 adj earnings per share of $0.52. q2 adjusted earnings per share $0.52. q2 revenue $710 million versus refinitiv ibes estimate of $698.9 million. sees fy 2020 revenue about $100 million. reestablishes 2020 adjusted ebitda and adjusted free cash flow guidance. field services is on track for a strong 2020, with anticipated covid-related revenue of approximately $100 million for full year. " "Slides for today's call are posted on our website, and we invite you to follow along. Participants are cautioned not to place undue reliance on these statements which reflect management's opinions only as of today, February 26, 2020. Information on potential factors and risks that could affect our actual results of operations is included in our SEC filings. The company undertakes no obligation to revise or publicly release the results of any revision to the statements made in today's call, other than through filings made concerning this reporting period. In addition, today's discussion will include references to non-GAAP measures. Clean Harbors believes that such information provides an additional measurement and consistent historical comparison of its performance. Starting on Slide 3. Before discussing our financial results, I wanted to speak to our safety performance. I'm proud to report that 2019 was the best safety year in our history, with our total recordable incident rate and other key metrics at record lows. Over the past five years, we've seen our focus on safety drive real positive results for us, and have helped us protect our workforce better and better each year. And our highest priority at the company is that each employee goes home uninjured every day. Turning to our financials. We concluded 2019 with another quarter of profitable growth in Q4, led by our environmental service segment which achieved better-than-expected results on a combination of higher landfill and incineration volumes, project wins and strengthen our field services. On the top line, the SK branch business, and our field service group, offset some industrial and energy-related weakness and sluggishness in SK oil. Revenues were up 1% for the quarter, and favorable business mix drove an 8% growth of adjusted EBITDA and a 100-basis-point improvement in margin. For the full year, adjusted EBITDA grew by 10% on a 3% increase in revenue, and we generated record adjusted free cash flow of $208.5 million. Credit for our results belongs to our entire team, who not only helped us set some financial records, but did so safely all year. Turning to our segment results, beginning with environmental services on Slide 4. Revenues were up modestly as our facilities and field services offset some softness in industrial and energy services. High single-digit adjusted EBITDA growth fueled a 140-basis-point margin improvement as the segment topped 20% for the third straight quarter. As it relates to our facilities, it was largely a volume story this quarter. Incineration utilization increased to 89%, and landfill tonnage was up 40% from a year ago. We had some sizable projects that fed both our incinerators and landfills. Our average price per pound for incineration in Q4 was flat with a year ago primarily reflecting the effects of a large project that we did in Q4 2019, that delivered a significant amount of low-price volume. Average incineration price per pound for the full year rose 11% from 2018, largely due to enhancements at our facilities which can now handle a mix of higher-value waste streams. While there were no major emergency response events in the quarter, for the full year, we recorded approximately $15 million of ER revenue. Moving to Slide 5. Safety-Kleen revenue was up 2% on growth in our SK branch business and pricing of our core services which offset year-end weakness in base oil and blended pricing. Adjusted EBITDA in the segment dipped 1% and margins declined from a year ago due to a lower pricing in SK oil and a drop in value of certain byproducts in our rerefining process in the early days of IMO 2020. Parts washer services were up from a year ago, waste oil collection volumes were healthy at 55 million gallons, with a charge for oil rate that was higher than a year ago and above Q3's rate. Our direct loop volumes grew by approximately 30% in the quarter, and the business accounted for 7% of total volumes sold in Q4. Total blended product sales in Q4 were up 24% -- were 24%, up from 22% a year ago. And for the full year, our volumes of direct lube sales grew by nearly 25%. And we continuously, steadily grow this business. And we believe we'll, ultimately, reach our long-term goals for blended volumes as the market for sustainable products continues to expand. Turning to our strategic update on Slide 6. Our outstanding team of employees is integral to our success and a competitive differentiator for Clean Harbors. During 2018 and 2019, we made substantial investments in our workforce including greater retirement and healthcare benefits as well as higher employee compensation. In 2020, we are again raising our 401(k) contributions and absorbing all healthcare cost increases resulting in millions more of incremental spend on our workforce. In 2020, as we have in prior years, we're pursuing a broad array of cost savings that, we believe, will more than offset these investments. Profitable growth remains a primary focus for us in 2020. We've taken significant steps forward over the past three years, and we want to extend that momentum. Our disposal recycling network will continue to be the cornerstone of our success. In the coming year, we intend to further leverage our facilities and service locations through pricing and mix initiatives, along with greater project volumes and cross-selling opportunities. We're also in the early stages of rolling out our new e-commerce platform to enable customers to request our products and some services online. By taking a next-day delivery approach to delivering our products and services, we intend to make Clean Harbors and Safety-Kleen, much easier to do business with. We've always been forward-thinking company as it relates to technology in our industry, and we think e-commerce holds great promise for us. And in addition, we're rolling out our -- the use of our AI technology to have our customers more directly interface with our waste profile systems to expedite the approval and acceptance process for hazardous waste disposal services. Customers will be able to use our e-commerce platform to schedule their own waste pickups. The customer experience will be much more improved and our ability to manage orders with delivery services will be enhanced as well. Another key strategy for this year is capitalizing on the shifting market conditions brought on by IMO 2020. We've already seen the rule drive changes in the value of high-sulfur fuel oil as well as low-sulfur fuel oil. However, the crude oil and base oil markets, today, remain in a state of flux, with pricing disruptions caused by the global coronavirus impacts. While the IMO regulation took effect in January 1, ships have until March to come into compliance with the rule, so we don't think any one will have any real clarity on the impact from IMO 2020 for another couple of months. In the interim, we're aggressively managing our spread. With the decline in high-sulfer fuel oil that began late last year, we're continuing to push for increasing charge for oil rates on our used motor oil and maximizing our collection volumes. In addition, in 2020, we expect to pursue emerging growth opportunities, such as PFAS and take full advantage of the growing market acceptance of our sustainability offerings. And as I outlined on our Q3 call, we provide a broad array of sustainability-focused services that go beyond, are being the largest collector and recycler of waste oil. Sustainability is core to our brand which is why we made it central theme of our recent marketing campaign. Sustainability is part of Clean Harbors' DNA for 40 years and we expect it to only become a larger part of our story in years ahead. Turning to Slide 7. We continue to regularly evaluate all four elements of our capital allocation strategy. In 2019, we invested just over $200 million in capital assets, added two successful bolt-on acquisitions, divested a small non-core business in Western Canada and repurchased our shares. In terms of our debt, we refinanced the final tranche -- large tranche that was due in 2021, reducing our overall borrowing cost. And as Mike will cover in his remarks, we enter 2020 with a strong balance sheet -- strong cash balance, and we'll look to generate our highest level of returns with that capital. In summary, we achieved record adjusted EBITDA, adjusted free cash flow and TRIR in 2019. The underlying dynamics in both our operating segments remain positive, and we anticipate a strong 2020 which also happens to be our 40th anniversary as a company. And for me, personally, it's something that I'm really proud of, and we have lots of plans to celebrate that exciting milestone with the teams this year. Turning to Slide 9, in our income statement. As Alan indicated, we delivered good profitable growth in Q4. We increased revenue by $12.8 million which represents 1% growth from the prior year. Adjusted EBITDA grew by $10.3 million. This reflects the mix of business we experienced in the quarter, pricing initiatives and operational efficiencies. From a gross profit perspective, we saw a decline in Q4 on both an absolute dollar and percentage basis from a year ago due to business mix including the project work associated with the 2008 California wildfires and higher costs related to labor, insurance and healthcare expenses. Just to touch on insurance for a moment, like many companies, we are seeing costs in nearly every type of insurance rising, particularly property, auto and excess casualty. We'll continue to drive our cost-saving initiatives to offset these higher insurance costs as well as to continue to focus on safety to lower incidents and incident severity. On a full-year basis, gross profit increased by approximately $30 million, with gross margin essentially flat year over year. SG&A expenses were down significantly in the quarter compared with a year ago, declining by $18.4 million which drove a 240-basis-point improvement in percentage terms. In Q4 of 2018, we had a significant bad debt charge associated with the customer bankruptcy. Even after that onetime item, we had a considerable improvement driven by higher revenue within both operating segments and lower corporate costs due to a series of cost-saving initiatives, moving employees to lower-cost jurisdictions and reduced incentive compensation compared with a year ago. On a full-year basis, SG&A expenses were down 110 basis points. For 2020, using the midpoint of our guidance range, we would expect SG&A to be up in absolute dollars from the prior year and slightly up on a percentage basis, given the onetime benefits we experienced last year. Depreciation and amortization in Q4 was down slightly to $77.4 million. While it was up slightly for the full year as a result of some assets we've added from tuck-in acquisitions and capital spending. For 2020, we expect depreciation and amortization in the range of $290 million to $300 million which is consistent with the past two years. Income from operations in Q4 increased 26% to $52.3 million reflecting the combination of our revenue growth and improved SG&A spend. This is the same story with the full year as our annual income from operations also rose 26%. On a GAAP basis, earnings per share was $0.43 in Q4 versus $0.29 a year ago. Our adjusted earnings per share was $0.42. For the full-year 2019, earnings per share was $1.74 versus $1.16 in the prior year, and adjusted earnings per share rose 50% to $1.86 from $1.26 in 2018. Turning to the balance sheet on Slide 10. Cash and short-term marketable securities at year-end totaled $414.4 million, up more than $85 million from September and in line with our expectations. For the full year, we increased cash on the balance sheet by $135 million. Our current and long-term debt obligations at year-end were about $1.56 billion, down $11 million from the prior year -- from a year ago primarily due to mandatory payments under our term loan. Our weighted average cost of debt is about four and a half percent through a healthy mix of fixed and variable debt. We concluded the year with a strong balance sheet, and we sit at 2.1 times levered at year-end on a net debt basis. Turning to cash flows on Slide 11. Cash from operations in Q4 was up slightly to $128.5 million. capex, net of disposals, was $39.1 million, up from a year ago resulting in adjusted free cash flow in the quarter of $89.4 million. From an annual perspective, we ended 2019 with net capex spend of $204.7 million, and adjusted free cash flow was $208.5 million, in line with our free cash flow guidance. For 2020, we expect net capex of $195 million to $215 million which, at the midpoint, is essentially flat with the prior year. This number excludes the capital spend of $20 million to $25 million related to the purchase of, and investments to be made in our corporate headquarters in 2020. Given the expansion plans we have in this property, it made economic sense to make this onetime purchase of our headquarters as it recently came on the market. During the quarter, we repurchased 59,000 shares of our stock at an average price of $84.28 a share for a total of $5 million. For the full year, we bought back 299,000 shares at an average price of $71.65 a share for a total of $21.4 million. We remain committed to returning capital to our shareholders through our buyback program, and we'll continue to be opportunistic based on the stock price. Moving to guidance on Slide 12. Based on our 2019 results and current market conditions, we expect 2020 adjusted EBITDA in the range of $545 million to $585 million. The midpoint of that range represents a 5% increase from 2019. Looking at our guidance from a quarterly perspective, we expect growth in Q1 adjusted EBITDA to be in line with the full year with steady growth in the business, pricing gains and operational efficiencies. Here's our full-year 2020 guidance translates from a segment perspective. In environmental services, we expect adjusted EBITDA to increase by a low single-digit percentage in 2020. This growth will be driven by continued higher value weight gains in our facilities, pricing gains, projects and increases in various lines of business across multiple regions. For Safety-Kleen, we anticipate adjusted EBITDA growth in the mid- to high-single-digit range. We expect to see steady profitability growth in the SK branch business due to pricing and operational efficiencies. We expect an expansion in Safety-Kleen Oil based on more effective spread management and continued increase in blended sales. Our guidance today does not include any favorable impact from IMO 2020, as it is too early to determine its impact. Our corporate segment -- in our corporate segment, we now expect negative adjusted EBITDA to grow by a low-single-digit percentage from 2019 due to increases in benefits as we continue to make investments in our workforce. Based on our current guidance and working capital assumptions, we expect 2020 adjusted free cash flow in the range of $210 million to $240 million. In summary, Q4 was a solid conclusion to 2019. Overall, the company delivered an excellent year as we met or exceeded our guidance in all four quarters. Margin performance and cash flow generation throughout the year were strong and consistent with our goal to deliver on our promises and hit our targets. As Alan outlined, our core lines of business entered 2020 with healthy momentum and some favorable trends. We expect another profitable year -- another profitable growth -- another year of profitable growth for Clean Harbors in 2020. And finally, I wanted to mention that in addition to our normal full slate of more than a dozen conferences and investor events, we intend to host an Investor Day in the back half of this year. We are currently targeting mid-September, but we'll issue a save-the-date announcement once we finalize a date and location. At this event, we will showcase our broad management team strength, outline our strategies for growth for each business and provide some longer-term targets for the company. ","compname reports q4 earnings per share of $0.43. q4 earnings per share $0.43. q4 adjusted earnings per share $0.42. provides 2020 adjusted ebitda guidance of $545 million to $585 million. adjusted free cash flow guidance of $210 million to $240 million for 2020. " "Joining me on the call today are Arsen Kitch, President and Chief Executive Officer; and Mike Murphy, Chief Financial Officer. Please note slide two of our supplemental information covering forward looking statements. On a consolidated basis, the company reported net sales for the first quarter of $426 million and adjusted EBITDA of $54 million. If you highlights to mention our paperboard business continue to experience strong demand, particularly in our folding carton segment. Based on that strong demand, we announced and began to implement price increases across our SBS product portfolio. Our operations were affected by the February cold weather events in the south natural gas curtailments impacted production and increased energy prices. Collectively, this negatively impacted our adjusted Eva da by approximately $6.5 million are tissue business are lower orders and shipments reflecting overall market trends. IRI market data showed a nearly 20% decline in overall tissue dollar sales in the first quarter of 2021. As compared to the fourth quarter of 2020. Consumers were destocking their pantries and retailers were working through elevated inventory levels. With a decrease in demand, our production outpaced sales, resulting in above target inventory levels. We're taking downtime on our assets to reduce and manage inventories, particularly with today's elevated pull prices. With regards to our balance sheet, we use the free cash flows generated during the first quarter to reduce our net debt by $21 million. We're experiencing significant cost inflation at a temporary decrease in tissue demand. As noted over the previous quarters, we remain focused on our top priorities during COVID the health and safety of our people and safely operating our assets to serve as customers. Our people's focus has been key to our success, and we will continue to be so in partnership with local health agencies we have offered on site COVID vaccinations across several of our facilities, and we're continuing to offer a $200 incentive to each employee to become vaccinated. Let's discuss some additional details about both of our businesses. As you recall, we estimate that approximately two thirds of paperboard demand is derived from products that are more recession resilient, and 1/3 is driven by more economically sensitive or discretionary products. We continue to observe strengthened demand from our folding carton customers and are starting to see a recovering food service segments. demand for food packaging products and retail paper plates has remained healthy throughout the pandemic. We're also pleased with the market reception of our sustainability focus brands of New World Cup and reimagine folding carbon. Both are playing a role in our favorable market position. Our strong order book which predates Industry supply disruptions continues to be robust. We are diligently working to implement the previously announced price increases. fastmarkets Risi, a third party industry publication has recognized a $50 per ton increase in folding carton and a $20 per ton increase in food service grades and it's March and April publications. During our fourth quarter earnings call, we noticed that the cold weather event in the style impacted operations at our side percent Arkansas. This resulted in the $6.5 million direct impact to our adjusted EBITDA. While there was while the weather event primarily impacted the first quarter, other potentially longer lasting impacts on input costs are included separately in our revised inflation expectations. As you're aware, we scheduled our largest plant maintenance outage for 2021. During the second quarter at our Lewiston, Idaho, we recently completed that work and are back up and running. The overall economic impact on this outage store adjusted Eva dust in the second quarter is projected to be between 21 and $24 million as originally expected. Our industry view remains largely the same, but I wanted to discuss the inventory overhang from 2020 and the expected temporary impact on volume in 2021. The market for tissue in the US is traditionally two thirds at home and 1/3 away from home with around 10 million tons per year total demand. As consumers spent more time at home in 2020, there was a shift toward at home consumption. Throughout the pandemic, we witnessed consumer pantry loading and retailers responding by placing higher orders with existing suppliers and seeking out tertiary suppliers, both both domestic and international to meet demand. It is difficult to estimate the level of inventory overhang with consumers and customers as there is no third party data available for this metric. Based on receipt, tissue ship and data for 2020 and some assumptions on consumption trends. We estimate that the industry is currently faced with more than a month of excess inventory between consumers and retailers. While it is difficult to predict the timing for the resolution of the inventory overhang, it is likely that both consumers and retailers are working through much of the excess inventory during the first and second quarters of this year. We have entered a new phase of the pandemic with consumers starting to return to more normal lifestyles. This may involve increased the weight from home consumption of tissue, and destocking and consumer pantries. Based on IRI market data, consumer purchases of tissues slowed considerably in the first quarter, but have now started to recover to pre pandemic levels. retailers have responded to these trends by managing down their higher inventory levels, reducing their orders to suppliers like us. This is likely a temporary adjustment after a very robust 12 months of pandemic driven demand. While the inventory adjustment is temporary, it may result in at home industry tissue shipments dropping to below 2019 levels in 2021. With that said, we expect long term consumption growth to continue between one to 2% per year. with private brands continuing to gain share. Our tissue volume trends in the first quarter and heading into the second quarter appear to reflect these industry dynamics. We sold 11 point 7 million cases in the first quarter, which was down around 23% and 16% compared to the first and fourth quarters of 2020 and down 5% relative to the first quarter of 2019 sales at 12 point 3 million cases. We're continuing to closely monitor channel and customer trends to ensure that we're aligned with areas in the market with the highest growth prospects. Let's turn to our production and inventory levels. While we did take some acid downtime in the first quarter, our production exceeded sales and inventory levels increased. We're taking more substantial substantial downtime in the second quarter to reduce inventory levels to get closer to our targets. While this will have a negative impact on our fixed costs absorption will help us avoid producing excess inventory at today's elevated market poll prices as well as income Supply Chain costs. As Mike and I discuss our outlook for the second quarter, we will go into some additional detail on actions that we're taking, as we face the normalization, tissue demand and significant cost inflation. A consolidated company summary income statement shows first quarter as well as the first quarter of 2020. In the first quarter, our net income was $12 million. diluted net income per share was 71 cents per share, and adjusted income of 69 cents per share. The corresponding segment results are on slide seven are pulp and paper board business was impacted by the weather event. While consumer products are lower demand partly offset by the benefits from the Shelby expansion. Before we speak in more detail about our divisional performance, I wanted to remind you of some of the changes that we started making last quarter and how we portray our financial purchase. Previously, we had shown the impact of production volume changes and associated fixed costs leveraging impact in our cost category. We have modified that approach and are including production volume changes in our volume category. We believe that this change will enable investors to better understand sales changes as we expect to produce similar quantities of product that we sell, which will all be in the volume category. In tissue production exceeded sales in the first quarter of 2021. And the reverse was true in the first quarter of 2020, which complicates comparisons to prior periods. The cost category will better reflect the changes in raw material input pricing and inflation. This contract sheeting business as a service and distorts our sales price of our base paperboard products. Additionally, as a reminder, we have moved our bale pulp sales to external customers back to the producing segment. from Consumer Products Division to the pulp and paper work division. We've also started transferring build post from our pulp and paper board division things will better reflect the economics associate accounting changes that taking effect with our first quarter 2021 report we found that retest numbers as part of our 8k associate with our fourth quarter earnings announcement, where we read past the prior three years as well as the past eight quarters. Slide eight is a year over year adjusted even comparison for pulp and paper board business. We are implementing the previously announced the price increases in our SPS business and are starting to see some of the benefits relative to a year ago and have a positive shift in our net. Our sales and production volumes were slightly off due to the impact of the weather event in the south in February. Our costs were elevated in part due to the weather events slightly offset by lower year over year input costs. You can review a comparison of our first quarter of 2021 performance relative to fourth quarter 2020 performance on slide 14 in the appendix. We continue to see the benefits of a positive mix shift due to our shelbie expansion and related commercial news. Our sales have converted chronics in the first quarter or 11 point 7 million cases representing a unit decline of 23% versus prior year. Our production of converted product in the quarter was 13 point 5 million cases or down 3% versus the prior year. This mismatch in sales and production has led to increases in our inventory. We've had several year over year cost as we've benefited from ramp and our shelving mill and realized benefits from the rationalization and from some lower input and freight costs. You can review a comparison of our first quarter of 2021 performance relative to the fourth quarter of 2020 on slide 15 in the appendix. We have also added finished good production and other financial data on a quarterly basis to slide 6510 outlines our capital structure. we generated approximately 20,000,020 $1 million in free cash flow to reduce our net debt and our liquidity was 282 point 7 million at the end of the first quarter. We continue to make strides in reducing our net debt and increasing our financial flexibility. Over the past couple of years, we've worked on our financial flexibility so that we could be well positioned during times of uncertainty in our business. We prioritize capital allocation, repaying debt and bolstering our liquidity and turning down our debt maturities to Since access to our abl facilities based loosely on accounts receivable, inventory levels and advanced rates, and our term loans covenant life, maintenance financial covenants do not present a material constraint on our financial flexibility. The net result is that we believe that we have a stable financial structure with ample liquidity and a few years before we have any required principal payments. Slide 11 provides a perspective on our second quarter outlook and some other key drivers for the full year 2021. Our expectations assume that we continue to operate our assets without significant COVID related disruptions. As previously discussed, demand visibility and tissue as well as inflation expectations have and will continue to be challenging and unpredictable for a while. As we mentioned previously, our pulp and paper for business has been diligently working to implement the previously announced price increases. We expect that the benefit of this will continue to be reflected in the next couple of quarters. The planned major maintenance outage at Lewiston in April, which is included in our paperboard business is complete, and it's expected to impact earnings by 21 to $24 million. Consistent with our initial expectations. Tissue demand is expected to weaken further from the first quarter shipments of 11 point 7 million cases, as our shipments in April are at 3.1 million cases compared to a monthly average in the first quarter of 2021 a 3.9 million cases to address our elevated inventory levels, and expected lower demand from our customers in the short term. We are materially reducing production flow anticipated shipments in the second quarter. To put this into context. The amount of quote unquote lack of ordered downtime in the second quarter of 2021 is expected to exceed 1/3 of our peak demonstrated production of 15 point 9 million cases in the second quarter of 2020. The lack of fixed cost absorption and related expenses are expected to be meaningful period cost in the second quarter due to the magnitude of the downtime. We started observing raw material price inflation in the first quarter and expected to expecting that to accelerate into the second quarter. We estimate that the impact would be approximately 9 million to $30 million in the second quarter relative to the first quarter. Due to tissue sales and production declines. Second quarter out of its costs and higher inflation. Our second quarter adjusted EBIT dot could be close to breakeven. While we're not providing specific annual guidance for 2021 there are several drivers assumptions and variables that we'd like to update from our commentary during our fourth quarter call. We're expecting continued positive impact from the previously announced SBS price increases. And our paperport business plan major maintenance outage is expected reduce earnings for 2021 compared to 2020 by 25 to $30 million. Similar to our previous guidance to the impact of the weather events in the south, we've decided to move the Cypress an outage from the fourth quarter into the third quarter. We've updated this guidance on slide 20, where we broke out the timing by quarter which reflects our current plan and made a negative impact from the weather events in the first quarter of 2021 a 6.5 million. Previously we spoke to our anticipated tissue buying declines of high single to low double digit percentages year over year. Considering demand today, we're revising this assumption to mid double digit decline year over year for 2021 as the consumer and retailer pullback has been more significant than anticipated. While demand forecasting continues to be challenging as the market works through the inventory overhang. We believe these issues to be temporary nature. By we're encouraged by our sales pipeline given the pull back and demand across channels than demand ramp from these wins will be delayed. As customers are working through existing inventory in their supply chains with wider consumer demand. We're expecting even higher input costs including pulp, packaging, energy and freight versus our previous expectations of 40 to 50 million or revised estimate based on our current assessment of the market to 65 to 75 million of inflation in 2021 versus 2020. Polk continues to be the main driver. We're taking various proactive measures to reduce costs, improve sales and manage inventories, which are some will address in his closing remarks. For the full year 2021. We're also anticipating the following expect interest expense. As between 68 and 3536 and $38 million. We continue to expect depreciation amortization to be between 106 and $110 million. We have revised our capital expenditure expectations downward from 60 to 65 million to 55 to 16 million. And our effective tax rate is expected to be 25 to 26%. And we expect to utilize some of our current tax attributes, which amounts to 16 million to reduce cash taxes. We did receive approximately 8 million of that 16 million in the first quarter and an additional 3 million in April. I would like to discuss the actions that we're taking across the company to combat higher inflation and lower tissue demand. In our paperboard business, we're focused on implementing the previously announced paperboard price increases and maximizing production to meet demand. In our tissue business, we're working with customers to offset higher costs through previously announced price increases and upcoming product changes. We have a robust pipeline of new tissue volume and are actively pursuing additional sales opportunities across both businesses, we're working through ways to reduce costs both in the short and long term. from looking at our network cost structure to optimizing polemics to lower variable costs. we're managing our cash flows by taking significant downtime across our tissue operation, and a careful slow down and planned capital expenditures in 2021. At the beginning of the second quarter, we also launched a transformation effort focused on improving our core operations in the medium to long term. The transformation team is made up of dedicated internal resources supported by top tier consulting firm aimed at achieving the full potential of Clearwater paper over the next several years. The team is now focused on identifying and evaluating opportunities for improvement across the company. I look forward to discussing this effort with you in the upcoming quarters. We have been will continue to take appropriate actions to position our business for the future, while balancing the needs to respond to current market conditions. Let me remind you of why I think these businesses are well positioned in the long run. We believe that the key strengths of this business are the following. First, we operate well invested assets with a geographic footprint enabling us to efficiently serve as customers on both coasts. We have a diverse customer base, which serves and markets that have largely stable demand. Second, knocking vertically integrated enables us to focus on independent customers with unparalleled service and quality commitment. Third, we believe through product and brand development, the business is well positioned to take advantage of trends toward more sustainable packaging and food service products. Lastly, our paper for business has demonstrated an ability to generate good margins and solid cash flows. Our Consumer Products Division is a leader within the growing private branded tissue market. From our vantage point, we believe the key strengths of this business are the following. First, we have a national footprint with an ability to supply a wide range of product categories and quality tiers, which is an attractive sales proposition to our customer patience is a key differentiator trends away from branded products to private brands. Private brands issue share in the US rose to over 30% from 18% in 2011. While these trends are impressive, we're still a long way from where many European countries are for private brands represent over half of total tissue share. Lastly, tissue with an economically resilient and youth based product. Historically, demand has not been negatively impacted by economic uncertainty. After we get beyond the temporary distortions in our tissues supply chain at the retailer and consumer level, we're optimistic that this business will generate meaningful cash flows and returns over the long run. While we're faced with some headwinds in 2021. We're building our business to be successful both in the near and long term, and believe that we will come out of point 21 a better operation than where we started. Our balance sheet is well positioned to support us with strong liquidity, limited financial maintenance covenants, and debt maturities which are a few years away. We're working with our board to develop a medium to long term capital allocation plan and look forward to sharing those thoughts including internal investments, external investments, and the return of capital to shareholders as we approach our 2.5x target leverage ratio. ","q1 revenue $426 million. " "Joining me on the call today are Arsen Kitch, President and Chief Executive Officer; and Mike Murphy, Chief Financial Officer. Financial results for the third quarter 2020 were released shortly after today's market close. On a consolidated basis, the company reported net sales for the third quarter of $457 million and adjusted EBITDA of $77 million, which represents growth of approximately 3% and 145% respectively over the third quarter of last year. A few business highlights to mention. Our tissue business drove results with both higher sales and production volumes, to meet elevated demand. Lower input costs, particularly in pulp were also a tailwind on a year-over-year basis. Our service levels in tissue started to recover to pre-COVID levels, as we continued to work with customers to fulfill orders and replenish inventory levels. Our paperboard business continue to deliver stable performance, managing through uneven end-market segments with solid execution. Our current backlogs are in line with previous years and we successfully launched ReMagine folding carton brand, offering recycled content in SBS Board. In the third quarter, we used the free cash flows generated to reduce our net debt by an additional $40 million and we refinanced our 2023 notes with a new 2028 notes. On slide four as I noted, these last two quarters, we remain focused on our top priorities during COVID, the health and safety of our employees and safely operating our assets to service our customers. We continue to operate with appropriate safeguards against COVID, including temperature checks, quarantine protocols, sanitation practices, social distancing guidelines, face covering requirements, remote work, travel restrictions and enhanced benefits. Our human resources and manufacturing leadership teams are doing an exceptional job of proactively monitoring the health of our workforce and ensuring that we have the proper staffing levels in place. Our efforts and risk mitigation strategies are making a difference in helping to reduce the risk of COVID at our sites. I would like to express my deepest gratitude to all of our people for their extraordinary efforts and perseverance through these challenging times. I will now share what we saw from both the tissue and paperboard businesses in the third quarter. Let's start with our Consumer Products division on slide five. As we have previously noted, at-home tissue demand remained elevated during the quarter. We continue to believe that this is being driven by the shift from away from home to at-home consumption, as many people continue to work and learn from home. We noted on our previous earning call that because of these consumption changes, we were seeing retail sales per IRI panel data stabilize at above pre-COVID levels. In the third quarter that resulted in low double-digit retail sales growth relative to the 2019 quarter. We expect that year-over-year increase had continued to moderate as retailers replenished their inventories, consumers de-stocked their pantries and people adjust to living with the pandemic. Our industry view remains largely the same, so I will summarize in a few key points to provide some context. First, recall that the market for tissue in the US is traditionally two-third at-home and one-third away-from-home. Many states economies began to reopen, which we believe drove some of the normalization and demand in the third quarter. We expect continued uncertainty associated with these reopening and travel patterns, making it challenging to predict demand drivers for these end markets during the next few quarters. It is also difficult to predict what a new normal might look like as the pandemic eventually subsides. Second, while it is too early to discern trends on branded share relative to private branded share. We are noticing the paper towel demand is tracking ahead of the overall tissue category while facial demand is lagging. We will continue to monitor these trends in the coming months and quarters due to the continued uncertainty in consumer demand associated with COVID. Third, as we noted last quarter, SKU rationalization has occurred, creating additional production. We believe that lower SKU counts benefit both retailers and manufacturers like us. While we have seen some customers desiring a recovery of SKUs, we do not anticipate SKU counts to go back to pre-COVID levels in the near to medium term. Our tissue results in the third quarter were robust. We shipped 14.5 million cases, which was up around 10% compared to the third quarter of 2019, but down 9% over the second quarter of 2020, as expected. We continue to execute for our customers and are pleased with production efficiency and fixed cost leverage achieved. We have largely replenished inventories throughout the supply chain and are seeing in-stock conditions improve. In addition, to meet peak demand during the pandemic, we believe that some of our customers need short-term commitments to alternative suppliers and tertiary brands to meet demand, including imported products. As a result, we believe that these customers have greater than normal inventory levels in several product categories that they are now working to reduce. We have also adjusted our sales and customer mix over the last six months to better position our business for growth in a long-run. That has led us to exit several customers to reduce complexity and improve our network. While we have a robust pipeline of new business for next year, these strategic moves are expected to have a volume drag in the next couple of quarters. Mike will further address the impact of these trends on our businesses and financial outlook section of our discussion. As you recall, we estimate that approximately two-thirds of paperboard demand is derived from products that are more recession-resilient and one-third is driven by more economically sensitive or discretionary products. Our business including customer demand has been stable despite economic uncertainties. Our folding carton customers, especially those with exposure to food and healthcare packaging continue to see strong demand and our foodservice customers, especially those with exposure to quick service restaurants and away-from-home dining, as well as commercial printers continue to see weaker demand. Our exposure to diverse end-market segments helped provide stability for our order book in the quarter. We did not have a planned major maintenance outage in the third quarter of 2020 like we did in 2019, which drove improved operations. Our current sales backlogs are consistent with previous years, indicating stable demand. While we're encouraged by our solid performance in the quarter, we're navigating through some uncertain market conditions. On our last earnings call, we introduced the ReMagine brand of SBS folding carton paperboard with up to 30% post-consumer recycled fiber that is FDA-compliant for food contact. Together with our NuVo SBS brand of cup stock with up to 35% post-consumer recycled fiber, we're meeting our customers and consumer preferences for more recycled content in an already highly sustainable form of paper-based packaging without compromising on consumer safety and product quality. The consolidated company summary income statement is depicted under the third quarter as well as the first three quarters of 2020 and 2019. In the third quarter, diluted net income per share was $1.28 per share and adjusted EBITDA was $77 million. The corresponding segment results are on slide eight. Our Paperboard business continued its strong adjusted EBITDA performance while consumer products benefited from significant sales growth and fixed cost leverage associated with production growth and favorable input costs. In the second quarter of 2019, we started our Shelby, North Carolina, paper machine and incurred as anticipated, start-up costs related to lower production throughput, higher waste and other costs which persisted during the remainder of 2019. As a reminder, we achieved the targeted production rate of our new paper machine in the second quarter of 2020 and we are continuing to capture the benefits associated with the project, including ramping our converting lines, realizing supply chain benefits and achieving sales wins and mix improvements. While we're not providing a specific dollar amount for these costs and benefits, the continued realization of the Shelby investment is an important factor in our performance improvement. Our mix continues to improve as Shelby has come online, more than offsetting some year-over-year price impacts. We are benefiting from the volume increases related to the production ramp which helped to meet elevated demand. Overall fixed cost leverage from increased production, lower input costs and improved mix positively impacted our tissue business in the third quarter of 2020, relative to the third quarter of 2019. You can review a comparison of our third quarter 2020 performance relative to the second quarter of 2020 on slide 16 in the appendix. Slide 10 contains some additional context to the outstanding performance in our tissue business and we are building off the data we shared last quarter. The slide contains IRI panel data, which is a snapshot of retail sales of tissue measured in dollars. The line shows monthly change on a year-over-year basis while the data on the box shows a quarterly view versus last year. It is estimated that $1 retail sales grew 34% in the first quarter, 23% in the second quarter and 12% in the third quarter. You can see in the data that pantry loading phenomenon at the end of the first and beginning of second quarters, that has given away to a more stable demand picture for our retail customers. During our last quarter's call, we anticipated the IRI panel data to be up in the 10% to 15% range in the third quarter and it was close to 12%. In the fourth quarter, we would expect year-over-year sales growth to continue to moderate. This expectation is highly uncertain and dependent on consumer behavior, retail buying patterns and COVID-related restrictions. Our sales in the third quarter were 14.5 million cases, representing a unit decline of 9% versus the second quarter and unit growth of 10% versus prior year as expected. Our production in the quarter was 15.3 million cases, were down 4% versus the second quarter and up 19% versus prior year. Our production levels had benefited from the Shelby ramp and SKU rationalization. The cost leverage from the significant increase in production along with improved costs in freight and logistics led to continued strong results. Slide 11 is a year-over-year adjusted EBITDA comparison for our paperboard business. Lower pricing reflected in Macy's reported price decrease in February was partially offset by favorable mix. The absence of a planned major maintenance outage at our Idaho mill was also a major driver of year-over-year improvement. Overall, our team brand our operations well in the quarter and continue to deliver stable results. You can review a comparison of our third quarter 2020 performance relative to the second quarter of 2020 performance on slide 17 in the appendix. Our performance in the third quarter exceeded our expectations with stronger sales and production volumes in tissue and continued stability in paperboard, despite weak economic conditions. These factors combined with outstanding operational execution delivered robust results. Slide 12 provides a perspective on our fourth quarter outlook. As previously discussed, tissue outlook is largely a function of sales demand. As Arsen mentioned, we recently exited some customers and specific products to better position us for the future. Additionally, several of our large customers placed heavy orders with us and other suppliers in the third quarter, leaving them with high inventories in several product categories. As a result, we're seeing order pace slow in October as customers are adjusting their supply chains. Our October shipments were around 4 million cases, which is down from an average of 4.8 million cases per month in the third quarter of 2020 and 4.4 million cases per month in the fourth quarter of 2019. We are anticipating our tissue sales to be at or below fourth quarter 2019 levels. Our production will also decline to meet this level of demand, so that our inventories do not exceed targeted levels, which will impact our fixed cost absorption that had benefited Clearwater throughout much of 2020. Input costs are expected to continue to be largely benign except for some increasing freight expenses. And as we mentioned previously, our paperboard business remained stable in total and while we continue to prepare for potential COVID recession-related weakness, our portfolio of customers and end-market segment exposure continues to position us well through the end of October. If assumptions around demand as well as largely stable prices and raw material inputs hold, we would anticipate fourth quarter adjusted EBITDA to be in the range of $52 million to $62 million. This range also assumes that we continue to operate our assets without significant COVID-related disruptions. For the full year 2020, we anticipate the following. Interest expense between $46 million and $48 million, which is a slight decrease to the past expectations due to debt repayments. Depreciation is expected to be between $109 million and $112 million. Capital expenditures are trending toward $45 million and we still do not expect to be a net cash taxpayer in 2020. While we're not prepared to provide specific guidance for 2021, there are several variables to keep in mind. Planned major outage expenses are expected to reduce our earnings in 2021 compared to 2020 by $25 million to $30 million. We've updated this guidance on slide 22, which represents a slight increase relative to prior guidance of $23 million to $27 million. This is due partly to a new project to replace the head box on one of our Lewiston paper machines, which will require some additional downtime. Based on third-party pulp forecast, we are anticipating around a $50 per ton increase in pulp. As a reminder, we purchased approximately 300,000 tons of pulp each year. Capex is expected to trend closer to our historical averages of approximately $50 million. Slide 13 outlines our capital structure. We utilized approximately $40 million of free cash flow to reduce our net debt, which included a $40 million voluntary prepayment of our term loans and our liquidity was $277 million. In the quarter, we refinanced our 2023 notes with a new 2028 note maturity, providing approximately 5.5 additional years of tenure at a rate we deemed to be attractive at 4.75%. We also achieved the mass [Phonetic] amendment through our ABL facility, providing some reporting and other flexibilities. S&P recognized our improving credit trend and removed us from negative outlook. We continue to make strides, reducing our net debt and increasing our financial flexibility. I would like to reiterate our value proposition, which we discussed on our previous earnings call and mentioned to investors throughout the quarter. We believe Clearwater Paper is very well positioned across two attractive and complementary businesses. Our Consumer Products division is a leader within the growing private branded tissue market. From our vantage point, we believe the key strengths of this business are the following. First, we have a national footprint with an ability to supply a wide range of product categories and quality tiers, which is an attractive sales proposition to our customers. Our expertise in manufacturing, supply chain and transportation is a key differentiator, especially during challenging times like today. Second, there are long-term trends away from branded products to private brands. These have typically been amplified during recessions. Private brand tissue share in the US rose to over 30% in 2019, up from 18% in 2011. While these trends are impressive, we're still a long way from where many European countries are, where private brands represent over half of total tissue share. Lastly, tissue is an economically resilient and need-based product. Historically, demand has not been negatively impacted by economic uncertainty. Turning to our Paperboard division. We believe that the key strengths of this business are the following. First, we operate well-invested assets with a geographic footprint enabling us to efficiently service customers on both posts. We have a diverse customer base that serve end markets that have largely stable demand. Second, not being vertically integrated enables us to focus on independent customers with unparalleled service and quality commitment. Third, we believe the business is well positioned to take advantage of trends toward more sustainable packaging and food service products. Lastly, our paperboard business has demonstrated an ability to generate good margins and solid cash flows. Overall, our large capital investments are behind us and we're prioritizing cash flows to reduce debt, as we demonstrated in the third quarter with a net debt reduction of approximately $40 million, bringing our net reduction thus far in 2020 to over $140 million. We intend to continue to deleverage by delivering benefits from our Shelby investment, continuing with operational improvements, aggressively managing working capital and prudently allocating capital. While we expect to have lower tissue shipments in the coming quarters, we're making sound strategic moves to support our customers and their success and continue to position our business for success in the long-run. We believe that this strategy is the best way to create value for equity and debt holders. ","q3 earnings per share $1.28. q3 sales $457 million versus refinitiv ibes estimate of $461.6 million. in q4, demand for tissue products is expected to soften relative to q3 of 2020. " "We certainly hope you and your family continue to remain safe and healthy, in what remains a challenging environment. As usual, we have a few reminders before we go into results. These statements are based on management's current expectation, but may differ from actual results or outcomes. In addition, we may refer to certain non-GAAP financial measures. Turning to today's discussion of our results. I'll start by covering our usual top line commentary, with highlights in each of our segments. Kevin will then address our total company results, as well as our FY '21 outlook. Finally, Linda will offer her perspective and we'll close with Q&A. For the total company, Q1 sales increased 27%, reflecting about a point of benefit from the acquisition of majority interest in our joint venture in the Kingdom of Saudi Arabia, and about a point of headwinds from unfavorable foreign exchange impact. This quarter's 27% organic sales growth is supported by double digit sales growth in eight of our 10 businesses. I'll now go through our results by segment. In our Health and Wellness segment, Q1 sales were up 28%, reflecting double digit growth in all three businesses. Our Cleaning business had another quarter of double digit growth behind continued strong demand, for our disinfecting products. While we continue to make progress expanding supply, we're still not at a point where we can fully meet ongoing elevated demand. Despite those constraints, our Clorox brand continues to see increases in both household penetration and repeat rates. We've been investing behind this momentum to convert new users to loyal consumers, and we've been seeing very strong return on our investment. On the innovation front, our bleach complexion effort is now complete. The Clorox fabric sanitizer platform and Clorox disinfecting wet mopping cloth, both continue to show strong growth. On a related note, our wet mopping cloth, along with our Clorox and Clorox Scentiva branded disinfecting wipes and Pine-Sol multi-surface cleaner, all recently received approval from the EPA, for kill claims against the virus that causes COVID-19 on hard non-porous surfaces. Our professional products business also had double-digit sales growth behind strong shipments across all of our disinfecting product lines. A key driver of growth this quarter was the total Clorox Total 360 system, which uses an electrostatic technology to deliver disinfectants to large, hard to reach areas. To support sales and continued momentum in this business, we're bringing online, new production capacity this month, for the disinfectant used in these devices. In addition, we've created a dedicated out of home team, that focuses on growth opportunities in new channels and spaces, to further build on strategic alliances with already established, with Uber Technologies, United Airlines, AMC Theaters and Cleveland Clinic. Lastly, within this segment, our Vitamins, Minerals and Supplements business grew sales by double digits this quarter. This strong growth was driven by shipments to replenish retail inventories, following the recent supply disruptions, and by shipments in support of our RenewLife brand relaunch. Our priorities this year are, to continue to improve service levels, in order to capture the strong consumption trend; execute the RenewLife brand relaunch with excellence; and deliver consumer meaningful innovation. Turning to the Household segment; Q1 sales were up 39% with growth in all three businesses. Grilling sales more than doubled this quarter, due mainly to strong consumption behind the grilling occasions and increased household penetration. Sales growth this quarter was also driven partly by customer replenishment of inventory. We've been very pleased to see the strong turnaround of this business, reflected in our continued share growth, strong collaboration with the retailers, and successful entry into the pellet category, with our Kingsford pellets continuing to build distribution and share. With recent increases in grilling occasions and new households, including millennials, we're optimistic about the prospects of this business, and will invest behind this momentum to drive long-term profitable category growth. Glad sales were up by double-digits in Q1, behind ongoing strong demand for our products, as consumers continue to spend more time at home. We're building on this momentum with a consistent stream of innovation, including our new Glad ForceFlex with Clorox trash bags, which launched in September. This product eliminates Food and bacterial odors throughout the trash bags, and has already earned more than 1,000 five star ratings online from consumers. Our Glad ForceFlex trash bags with unique fragrances and colors, which launched in Q3, also continue to perform well, and are among top selling new items at major retailers. Cat Litter sales grew in Q1, driven mainly by strong online shipments in innovation, supported by higher advertising investments. We're encouraged by our return to share growth in Fresh Step, behind the continued strong performance of Fresh Step Clean Paws innovation platform and the strong start of Fresh Step with Gain Original Scented Litter with the power of Febreze. In our Lifestyle segment, Q1 sales increased 17% with double-digit growth in two of three businesses. Brita sales were up by double-digits for the third consecutive quarter. The growth is driven by -- mainly by continued strong consumption, especially in larger sized systems and long last systems and filters. Sales growth was also driven partly by customer replenishment of inventory, an effort our team has been very focused on. Household penetration for Brita continues to grow, which gives us more reason to invest further. We'll be introducing a new and improved LongLast Plus filter, that allows water to flow faster and captures more contaminants, along with a new pitcher. The Food business also saw double-digit sales growth, behind ongoing strong consumption of our Hidden Valley Ranch products, which continues to benefit from more at-home eating occasions. This is another business where we're seeing household penetration growth. We will continue to invest in innovation, and are encouraged to see a strong start to our new Hidden Valley Ranch secret sauce dressing. Finally Burt's Bees sales decreased this quarter. As the business continued to be impacted by lower store traffic, especially in parts of the store, where Burt's Bees products are typically found. We've since accelerated our online strategy and strengthened our presence in the fast growing cough and cold category, with the launch of a new line of Rescue Balm with turmeric. While we expect the categorywide challenges to persist in the short term, we have strong confidence in the Burt's Bees brand and its long-term growth prospects, supported by a robust innovation platform. Now turning to International; Q1 sales grew 18%, driven by ongoing elevated demand for our products, disinfecting products, and essential household products across nearly every geography. Organic sales grew 17%, reflecting about 9 points of benefit from the Saudi JV acquisition and about 8 points of unfavorable foreign currency headwinds. Our international business has very strong momentum and we're looking to build on that through investments that accelerate our IGNITE Strategy. Increasing the stake in our Saudi JV is just an example of that. Another example is the international expansion of our Clorox disinfecting wipes, which are now being supported by a dedicated supply chain, separate from that in the U.S. This will allow us to better meet ongoing elevated demand in our existing international markets where we currently offer wipes, and to launch this consumer preferred form into new geographies. I sincerely hope you and your families are well. I'm pleased with our very strong start to the fiscal year, reflecting broad based strength across our portfolio, with double-digit volume, sales and profit growth in each of our reporting segments. Additionally, each reporting segment delivered gross margin expansion, contributing to our eighth consecutive quarter of gross margin expansion for the company. Turning to our first quarter results; first quarter sales were up 27%, driven by 22 points of organic volume growth and 5 points of favorable price mix. Sales results also included one point of growth from acquiring majority control of our Saudi joint venture, offset by one point of FX headwinds. On an organic basis, sales grew 27%. Gross margin for the quarter increased 400 basis points to 48% compared to 44% in the year ago quarter. First quarter gross margin included the benefit of strong volume growth, as well as 170 basis points of cost savings and 150 basis points of favorable mix. These factors were partially offset by 300 basis points of higher manufacturing and logistics costs, which were similar to last quarter, included temporary COVID-19 spending. Selling and administrative expenses as a percentage of sales came in at 12% compared to 14% in the year ago quarter. Primarily from increased operating leverage. advertising and sales promotion investment levels as a percentage of sales, came in at about 9%, equal to the year ago quarter. We're spending for our U.S. retail business coming in at 11% of sales. Importantly, this represented about a 30% increase in advertising support this quarter, compared to the year ago period, reflecting stronger investments to support our ambition to accelerate long-term profitable growth. Our first quarter effective tax rate was 21%, compared to 22% in the year ago quarter, primarily driven by the impact of our increased ownership of our Saudi joint venture. Net of all these factors, we delivered diluted net earnings per share of $3.22 versus $1.59 in the year ago quarter, an increase of 103%. Excluding the contribution from our Saudi joint venture acquisition, Q1 diluted earnings per share grew 66%. Our strong cash flow, was due to profitable sales growth, partially offset by higher employee incentive compensation payments made in the first quarter, which were related to our fiscal year '20 performance. Turning to our fiscal year outlook; we now anticipate fiscal year sales to grow between 5% to 9%, reflecting our strong Q1 results, as well as our raised expectations for the balance of the fiscal year, including double-digit growth in Q2. And as we noted last quarter, we continue to anticipate deceleration in the back half of fiscal year '21, as we lap double-digit growth in the same period in fiscal year '20, when we saw the initial spike in COVID-19. Importantly we continue to assume or back half sales results will be significantly stronger relative to pre-pandemic sales levels. We also continue to anticipate about one point of contribution from our Saudi joint venture, offset by one point of foreign exchange headwinds. On an organic sales basis, our outlook assumes 5% to 9% growth. We expect fiscal year gross margin to be about flat, reflecting the benefit of strong cost savings and higher sales, offset by rising commodity and transportation costs, as well as temporary costs related to COVID-19. For perspective, we expect gross margin expansion in the front half, followed by a contraction over the balance of the fiscal year, as we lap gross margin expansion of 250 basis points delivered in the back half of fiscal year '20, driven by strong operating leverage from robust shipment growth during the initial phase of the pandemic. We continue to expect fiscal year selling and administrative expenses to be about 14% of sales, as we continue to invest aggressively in long-term growth initiatives. Additionally, we continue to anticipate fiscal year advertising spending to be about 11% of sales, spending closer to 10% in the front half of the year and 12% in the back half, in support of our robust innovation program. We now expect our fiscal year tax rate to be between 21% to 22%. Net of these factors, we now expect fiscal year '21 diluted earnings per share to increase between 5% to 8% or $7.70 to $7.95 reflecting our assumption for stronger top line performance, partially offset by a rising cost environment. As we shared last quarter, our fiscal year diluted earnings per share outlook continues to include a contribution of $0.45 to $0.53 from our increased stake in our Saudi Arabia joint venture, primarily driven by a one-time non-cash gain. Excluding the impact of the Saudi acquisition, our fiscal year diluted earnings per share reflects strong investments behind the robust momentum we're seeing broadly in our portfolio. We're engaging new consumers, supporting back half innovation plans and expanding our portfolio into new channels and markets, all in support of our ambition to accelerate long-term profitable growth. In closing, I'm pleased with our very strong start to fiscal year '21, [Indecipherable] both top and bottom line performance across our reporting segments. This provides a strong foundation for a continued momentum, which we plan to drive through aggressive investments in our IGNITE Strategy, in support of creating long-term shareholder value. I hope you are well and in good spirits, as we continue to navigate this pandemic. It's great to be joining you on my first call as CEO, especially after the tremendous first quarter we delivered. Our results show what Clorox does best. We serve people who count on our brands, especially during a time when they need to feel safe, and when their home is the center of their world. This reinforces my first message; our outstanding results are a reflection of our team's dedication to serving consumers and communities. I am incredibly proud to see the broad based strength in our portfolio, with double-digit sales and profit growth in all reporting segments. In the last eight months, all eyes have been on Clorox disinfecting products, and our brands delivered once again this quarter, with double-digit sales growth in our Cleaning and Professional Products businesses, reflecting continued higher usage of products in homes, businesses and healthcare settings. And now, we're also shining a brighter light on the terrific performance delivered by other parts of our portfolio, with double-digit sales growth in eight of 10 businesses, demonstrating the important role our brands play in addressing people's everyday needs. It's particularly gratifying to see great results from our Grilling and Glad businesses, as the team has been relentless in driving progress on our business plans, including meaningful innovation. Based on double-digit top line increases and significant margin expansion in our first quarter, we delivered very strong earnings growth for our shareholders and I'm happy we were able to raise our fiscal year outlook. These results would not be possible without the passion and commitment of our Clorox teammates around the world. While I feel good about our financial performance for the quarter, there is one thing that continues to keep me up at night. Our ongoing focus to meet unprecedented demand for much of our portfolio. We're certainly encouraged by the progress we're making in a number of businesses, including having Clorox Bleach mostly back on store shelves, but there is more work to be done. I can assure you that our teams are leaving no stone unturned across all businesses experiencing elevated demand. We're continuing to focus on products that can be made faster, and investing significantly in third party supply sources in an efforts to expedite our products to retailers. Our consumers, retail partners and communities are counting on us, and I want people to know that maximizing supply continues to be top priority. Next the Clorox team and I will play 1% offense behind our strong portfolio of leading brands consumers love, in support of our ambition to accelerate long-term profitable growth. I feel privileged to be CEO of this special company and I have my sights set on extending our momentum longer term. In this uncertain environment, people are turning to brands they trust, and we're proud to have trusted brands in our categories. We're seeing this play out in strong helpful penetration, not just in our disinfecting products, but in many parts of our portfolio. For perspective, the percentage of our total portfolio was stable or growing household penetration has more than doubled year-over-year, and as I look beyond the pandemic and try to answer the question of whether or not we can sustain our strong results, I'm encouraged by the trends we're seeing, particularly consumer behaviors formed during the last seven months. They are good indicators our brands will continue to play a meaningful role in people's daily life. For example, people are prioritizing Health and Wellness, drinking more water and taking vitamins and supplements. Focusing on safety and hygiene, cleaning and disinfecting, in and out of their homes. Staying home more, including cooking, grilling, spending time with family and adopting a pet. Spending more time online with about 90% of people saying they've shopped online since the pandemic. There are strong signs these behaviors will stick over the long term, as people have been building these habits for three times longer than it normally takes routines to form. And while early, we're encouraged by the strong repeat rates we're seeing across our portfolio, among core and new consumers. This is the time for 100% offense and that means investing significantly behind our global portfolio, including through advertising and market leading innovation. Increasing capital spending to expand production capacity in the near and long term and partnering with retailers, to enhance shopping experiences and grow our categories. With the strength of our global portfolio, the sustained consumer behaviors we're seeing and our significant investments to drive growth, Clorox is in a great position to keep winning with consumers. And finally the defining opportunity for Clorox is simple, to serve even more people around the world, with the strategy that helps us make the most of who we are and where we have strategic advantage. Our IGNITE Strategy puts people at the center of everything we do, and fundamentally we will address consumer needs and follow them in the most meaningful ways we can. Here's what I would highlight; Clorox is a Health and Wellness company at heart. With the strength of our brands and capabilities in disinfecting, we're in a great position to extend our role in public health. We'll continue to lean into the strategic alliances we've established with leading brands to keep their customers safe, and we'll certainly pursue more of these types of relationships with other organizations, to increase our support for people outside of their homes. I'm also excited about expanding Clorox disinfecting wipes in International, supported by a dedicated supply chain that will allow us to scale this business in our existing markets and enter new geographies. More than ever, people are online and we believe digital behavior is here to stay. Clorox has leaned into e-commerce and digital marketing early, so that people can engage with our brands, in a more personal and relevant way. As people navigate a tough economy with pressures from unemployment and less discretionary spending, they'll continue to turn to brands they trust, and we'll continue to earn their trust and loyalty by focusing on superior value. And what's also important to me, is that we continue to be committed to growing the right way, guided by our values and with ESG embedded into our business. It's how we help our people, our communities and our planet thrive, now and in the future. ","compname reports q1 earnings per share $3.22. q1 earnings per share $3.22. in q1, sales increased 27%, driven by double-digit growth in eight of 10 business units due to covid-19. first-quarter gross margin increased 400 basis points to 48% from 44% in year-ago quarter. sees 5% to 9% sales growth in 2021. sees $7.70 to $7.95 diluted earnings per share range in 2021. " "We hope you and your families are continuing to stay safe and well. Before we get started, I want to let you know that we're making some changes to how we present our results. Today, Linda will start by providing some overall key takeaways for the year. Next, I'll follow up with some highlights from each of our segments. Kevin will then address our financial results as well as our outlook for fiscal year '22. And finally, Linda will return to offer her perspective, and we'll close with Q&A. Now a few reminders before we go into results. These statements are based on management's current expectations but may differ from actual results or outcomes. In addition, we may refer to certain non-GAAP financial measures. Fiscal '21 was an extraordinary year for Clorox, with the pandemic putting us through the ultimate test of volatility, including rapid changes in consumer demand and significant cost inflation, which was reflected in our Q4 results. Despite the complexities we faced, we delivered 9% sales growth for the fiscal year on a reported and organic basis, reflecting growth in all four reportable segments. This was on top of the reported 8% increase we delivered in fiscal '20. On a two-year stack basis, we delivered 17% sales growth. With rising cost pressures, we experienced declines in gross margin, particularly in Q4, resulting in a decrease of 200 basis points for the fiscal year, which we will discuss in more detail. Fiscal year '21 adjusted earnings per share decreased 2% to $7.25. Recognizing the immediate priorities before us, I would like to reinforce what matters most: long-term profitable growth. With a business that's significantly larger than before the pandemic and a portfolio of trusted brands exposed to more tailwinds, we have clarity in our strategic imperatives, and I have every confidence in our ability to continue delivering long-term value creation for our shareholders. When I look at fiscal '21, our performance has shown the strength of our people, brands and products as well as the resilience of our category as we work tirelessly to supply consumers with products across our portfolio. As a result, we experienced significant growth in demand and strengthened our position among global consumers, with strong household penetration, supported by higher repeat rates across new and existing users. The last 12 months have also demonstrated the need to accelerate our IGNITE Strategy to address near-term headwinds and capitalize on long-term opportunities. The industry environment remains dynamic, with significant inflationary pressure and continuing uncertainty. In the face of these conditions, our top priority is strong execution to mitigate the impact of elevated cost headwinds and continue to improve market share. The pandemic has also highlighted areas where additional investments can help us be as agile as possible in the future. We are clear on the opportunities ahead of us to differentiate Clorox and build a stronger, more resilient and more profitable company. This includes driving our growth runways and making investments to enhance our digital capabilities and drive productivity improvements, which I will discuss shortly. We are confident that strong execution of our IGNITE Strategy will enable us to achieve our 3% to 5% long-term sales target and deliver long-term shareholder value. For Q4, faster-than-expected moderating demand for cleaning and disinfecting products had a pronounced impact on sales growth as we moved through the peak of the pandemic and lapped the unprecedented demand we experienced last year. The magnitude of this quarter's gross margin contraction was a result of faster-than-expected sales moderation, acceleration of inflationary headwinds and improvements in supply, which led to broader product assortment, including the reintroduction of value packs. I'll discuss shortly the actions we're taking to address these headwinds. Now let me share a few highlights of our progress on our IGNITE Strategy. First, with fuel growth being a critical focus to help address elevated cost pressures and ensure the long-term health of our brands, I'm pleased we delivered over $120 million in cost savings in the fiscal year, surpassing our annual target. Second, we made strong progress on our 2025 goal to know 100 million people, crossing the halfway mark to our goal this fiscal year. Our higher investment in personalization has led to significantly improved ROI. It has been one of the contributors to increasingly strong payouts, driving our confidence in continued investments in our brands. Third, with innovation at the heart of our strategy, we doubled our innovation investments in fiscal '21, and new products were a bigger contributor to our top line, which we expect to continue in fiscal '22. Next, as consumers have increased their digital usage during the pandemic, we leaned into digital marketing and commerce, resulting in our e-commerce business nearly doubling in the last two years, which today represents about 13% of total company sales. Finally, we continue to make progress on our ESG goals. For example, we advanced our commitment to climate action and submitted our proposal on science-based targets for our operations and Scope three emissions to the Science Based Targets initiative in June. And as a people-centric company, we continue to focus on the wellbeing of our teammates and our values-based inclusive culture. I'm particularly proud that during this trying year, we achieved our best safety score in recorded history, with a recordable incident rate of 0.26, significantly lower than the 3.3 industry average. I'm also pleased that in fiscal '21, we continued to have high employee engagement of 87%, putting us at the top quartile of Fortune 500 companies. Now let me turn to fiscal '22. We expect inflationary pressure to persist, along with continued moderating demand as we lap COVID-19-related demand surges in the first half of fiscal '21. While this is reflected in our fiscal '22 outlook, which Kevin will discuss, by the second half of the year, we expect to be within the lower end of the range of our long-term sales targets. Like others in our industry and beyond, we are experiencing significant increases in input and transportation costs across all categories in our portfolio, which have accelerated since Q3. And we're holistically and dynamically managing this with a laser focus on rebuilding margin. We implemented pricing on Glad and announced actions on our Food, Cleaning and International businesses. This represents about 50% of our portfolio. We're also pursuing pricing in additional parts of our portfolio, which we'll communicate at the right time. Based on the constructive conversations we're having with our retail partners and importantly, the strength of our brands, we feel confident about our ability to execute our pricing plans. In addition, we will continue to drive our hallmark cost savings program. We expect sequential gross margin improvements as we progress through fiscal '22, with our assumption for gross margin expansion by Q4. In terms of market share, as we've discussed previously, we have experienced some declines due to supply challenges, but have made notable progress. With strong investments in internal and external production capacity, including additional manufacturing lines and a significant expansion of our production team, in June, we achieved our highest case fill rate since the start of the pandemic. I'm pleased to see that in the latest 13-week data, ending July 17, we saw market share gains in seven out of nine businesses. Certainly, we recognize there's more work to do in parts of the portfolio, such as Glad Trash, and we have adjusted our plans to drive market share improvements over time. Despite these near-term headwinds, we remain focused on our long-term priorities rooted in our IGNITE Strategy to deliver our long-term growth aspirations. While some pandemic-related behaviors may revert over the next 12 months, we continue to believe there's been a shift in behaviors that will advantage Clorox longer-term, including a focus on health, wellness and hygiene, more time at home as well as increased adoption of e-commerce and digital platforms. The pandemic also revealed the urgency to upgrade our digital infrastructure and capabilities. Last year, I brought in Chief Information and Enterprise Analytics Officer, Chau Banks, who has extensive experience in business-driven digital transformation, to conduct a fresh assessment of our own program that was already underway before the pandemic. With that assessment now complete, we are accelerating our transformation through planned investments of about $500 million over the next five years to enhance our digital capabilities and drive productivity improvements, including replacing our ERP. This will enhance our supply chain to better position Clorox to meet customer needs, yield efficiencies and support our digital commerce, innovation and brand-building efforts. Prior to the pandemic, we were already adapting our business to differentiate Clorox from a digital perspective. We'll continue to invest in e-commerce and digital marketing across our portfolio, leveraging data-driven insights to engage with consumers in more relevant ways. Innovation continues to be a key focus area for me and our new Chief Growth Officer, Tony Matta, who joined last October. Tony has more than 20 years of brand-building experience with leading consumer companies. Ensuring we have stickier innovation delivering multiyear value, we're driving lasting new product platforms, such as Fresh Step Clean Paws and Scentiva, which continue to grow. In addition, we're extending innovation by leveraging external partners to create new revenue streams. We're continuing to support our brands, especially margin-accretive innovation, with disciplined high-ROI advertising and sales promotion investments to build and strengthen consumer loyalty. We also remain very focused on driving our growth runways to build Clorox into a global cleaning and disinfecting brand. We are still in the early stages of a multiyear journey, but continue to believe they can become a meaningful contributor to growth longer-term. And as we execute on all these initiatives, we will continue to drive the strategic link between our societal impacts and long-term value creation as we live our purpose and keep our ESG commitments front and center in our decision-making every day. Now turning to our segment results. In Health and Wellness, Q4 sales decreased 17% for the quarter, while full year sales were up 8%, with growth across all businesses. On a two-year stack basis, Q4 sales grew 16% and full year sales grew 22%. In Cleaning, sales were down by double digits compared to double-digit growth in the year ago quarter, primarily due to the deceleration of demand across various cleaning and disinfecting products. On a full year basis, Cleaning sales grew behind a strong front half performance. While demand fell faster than anticipated, it remains higher than it was pre-pandemic, with strong repeat rates among new buyers. Importantly, our supply and product assortment are almost fully restored, which is reflected in our market share improvement, especially in wipes and sprays. As consumer demand migrated to more preferred forms and value packs, we also saw a negative impact to price mix, which we expect to continue over the next few quarters. Going forward, we'll be focused on strengthening our merchandising activities, especially for the back-to-school period. Sales in Professional Products were down by double digits versus year ago period, when we experienced double-digit growth. For the full year, Professional Products sales were up by double digits, fueled by an exceptional front half performance. Demand started moderating in Q3 and continued into Q4 as customers worked through high inventory levels, especially of Clorox T 360 electrostatic sprayers. In the short term, we expect results will continue to be volatile as we lap periods with unprecedented demand. Longer-term, this business continues to be a strategic growth area for the company. As part of our initiative to expand into new channels, we continue to add to our roster of out-of-home partnerships, including Live Nation, the world's leading live events company. Lastly, within the Health and Wellness segment, our Vitamins, Minerals and Supplements business increased by double digits this quarter after lapping a double-digit decrease caused by a supply disruption related to COVID-19. For the full year, sales were up as well. Sales growth for the quarter was driven by a strong performance in the food, drug and mass channel and e-commerce. Turning to the Household segment. Q4 sales were down 8%. Full year sales grew 10%, with growth across all three businesses. On a two-year stack basis, Q4 sales grew 8% and full year sales grew 12%. Glad sales decreased by double digits in Q4, lapping strong double-digit growth in the year ago quarter, which was impacted by initial stockpiling. For the full year, sales were up. Our efforts going forward are focused on managing base with the strong inflationary headwinds we're facing. And as Linda mentioned, we still have more work to do in this business to restore market share. Grilling sales decreased by double digits in Q4 as demand started moderating after four consecutive quarters of strong double-digit growth. For the full year, sales grew by double digits, fueled by very strong consumption overall. Our focus on expanding distribution of our latest innovation, Kingsford Pellets, continued with a nationwide launch, building on the product's initial success, while we're also introducing signature flavors made with 100% real spices that will be available in select retailers before Labor Day as we gear up for the 2022 grilling season. This innovation is intended to help our business continue building consumption among multicultural millennials and other heavy grillers. Cat Litter sales grew by double digits in Q4 driven by continued strong consumption. For the full year, Litter sales also grew. The result reflected strength in e-commerce, with Fresh Step becoming the number one brand online for the first time and positive overall category trends, boosted by record pet adoptions during the pandemic. In our Lifestyle segment, sales were down 3% and full year sales grew 6%. On a two-year stack basis, Q4 sales grew 13% and full year sales grew 16%. Brita sales were down as demand continued to moderate from an extended period of elevated consumption. Full year sales grew on top of double-digit growth in the prior year. Despite the deceleration in Q4, business fundamentals are strong, especially now that our supply is mostly restored. We're excited about the strong merchandising program we've put in place this year, including the largest back-to-college event ever for the brand. The Food business was down, primarily due to lower shipments of Hidden Valley Ranch bottle dressings, with consumption moderating as consumer mobility improved. Full year sales were up by double digits, on top of double-digit growth in the prior year. The consumer fundamentals for this business are strong, with the brand growing market share and household penetration. Burt's Bees sales increased by double digits this quarter as overall category consumption begin to recover. Full year sales were down as category consumption was negatively impacted by store closures, mask mandates and stay-at-home measures. We expect this business to continue to recover as people begin returning to their pre-pandemic shopping patterns and consumer mobility keeps improving. We'll build on that momentum with our new ""Lips To Love"" campaign, supported by a strong innovation pipeline. Lastly, turning to International. Q4 sales grew 5%, reflecting the combined impact of the Saudi JV acquisition and benefit of price increases, partially offset by lower shipments due to the moderating demand after a period of elevated consumption. Extended lockdowns in Canada also contributed to the decrease in shipments. The results are on top of 12% growth in the year ago period, when we saw elevated consumption across our portfolio during the early stages of the pandemic. Importantly, we continue to expand our global Disinfecting Wipes business, building on the dedicated international supply chain that was developed in five months and are making progress launching our Clorox Expert Disinfecting Wipes in existing countries as well as new markets. For the full year, sales increased 14%, reflecting very strong growth for the majority of the year before moderating in Q4. On a two-year stack basis, Q4 sales grew 17% and full year sales grew 19%. As Linda mentioned, for fiscal year '21, we delivered 9% sales growth on top of 8% sales growth in fiscal year '20. While this is lower than we anticipated in our outlook, we feel good about delivering another strong sales year. Of course, we continue to manage through an extremely challenging cost environment, which impacted our fiscal year margins and earnings. Importantly, we delivered another year of strong cash flow, which came in at $1.3 billion compared to a record $1.5 billion for fiscal year '20. I'm pleased our strong cash flow allowed us to return almost $1.5 billion to our shareholders through our dividend and share repurchase program, representing an increase of about 90% in cash returned to shareholders versus fiscal year '20. Before I review our Q4 results, I wanted to highlight a $28 million noncash charge we booked in Q4 related to a third-party supplier for our Professional Products business. As we have shared previously, during the height of the pandemic, we worked with a number of third-party suppliers to support us in addressing unprecedented demand in the consumer and professional spaces. We are reducing our reliance on one of these suppliers, and as a result, we took a charge in the fourth quarter. Important to note, this noncash charge is included in our reported earnings per share and excluded from our Q4 adjusted earnings per share as it represents a nonrecurring item. Turning to our fourth quarter results. Fourth quarter sales decreased 9% in comparison to a 22% increase in the year ago quarter, delivering a two-year stack of 13% sales growth. Our sales results reflect an 8% decline in organic volume and two points of unfavorable price mix, primarily in our Health and Wellness segment, as supply improvements resulted in a broader product assortment, including the reintroduction of value packs. On an organic basis, fourth quarter sales declined 10%. Fourth quarter sales were lower than expected, primarily in our Health and Wellness segment, as demand for cleaning and disinfecting products moderated more rapidly than we had previously anticipated. While the cleaning and disinfecting category continues to moderate, we're pleased to see improving share as we've increased our ability to supply. Gross margin for the quarter decreased 970 basis points to 37.1% compared to 46.8% in the year ago quarter. Gross margin results were lower than anticipated, largely driven by higher input costs and lower sales. The year-over-year change in Q4 gross margin was primarily driven by lower sales, resulting in lower manufacturing fixed cost absorption as well as significant cost headwinds, driving about 290 basis points of higher commodity costs, 180 basis points of increased transportation costs as well as 130 basis points of unfavorable mix. Our fourth quarter gross margin also includes about 70 basis points of negative impact from the noncash charge I just mentioned. These margin headwinds were partially offset by about 90 basis points of cost savings and 50 basis points of benefit from our pricing actions in our International division. Selling and administrative expenses as a percentage of sales came in at 14.4% compared to 14.1% in the year ago quarter. Advertising and sales promotion investment levels as a percentage of sales came in at about 12%, with U.S. spending at about 14% of sales. Strong investments in Q4 supported our back half innovation program and reflected our continued focus on building loyalty among new consumers. Our fourth quarter effective tax rate was 0%, primarily driven by a tax benefit from the exiting of a small foreign subsidiary, which was mostly offset by the charge we took to pre-tax book income associated with this decision as well as favorable return to provision adjustments. On a full year basis, our effective tax rate was 20%. Net of all these factors, adjusted earnings per share for the fourth quarter came in at $0.95 versus $2.41 in the year ago quarter, a decline of 61%. Before I review the details of our outlook, let me provide perspective on the strategic investment Linda discussed. We are planning to invest about $500 million over the next five years to enhance our digital capabilities and drive productivity improvements, including the replacement of our ERP. In fiscal year '22, we plan to invest about $90 million in operating and capital expenditures, with about $55 million impacting our P&L and the remainder reflected in our balance sheet. Beginning in Q1 and going forward, our adjusted earnings per share will exclude the portion of the $500 million investment that flows through our P&L to provide better insights into our underlying operating performance of our business. Now turning to our fiscal year '22 outlook. We anticipate fiscal year sales to be down 2% to 6%, reflecting ongoing demand moderation, primarily in our cleaning and disinfecting products in the front half of the fiscal year, in addition to the unfavorable mix and higher trade spending as we move to a more normalized supply and promotional environment. We assume these factors will be partially offset by the pricing actions we're taking broadly across our portfolio. Organic sales are expected to be down 2% to 6% as well. We expect front half sales to decline high single to low double digits as we lap 27% growth in the front half of fiscal year '21, during the height of the pandemic. Additionally, we expect Q1 sales to decline low double digits. As we move to the back half of the year, we expect to return to the lower end of our long-term sales growth target. Of course, we continue to operate in a dynamic and uncertain environment, which could impact our outlook. We anticipate fiscal year gross margin to be down 300 to 400 basis points due to our assumption for significant ongoing headwinds from elevated commodity and transportation costs, which represent nearly $300 million in year-over-year cost increases. We expect these headwinds to be more pronounced in the front half of the year, particularly in Q1, as we expect key commodity cost increases to reduce gross margin by about 500 basis points, driving our assumption for Q1 gross margin to decline 1,100 to 1,300 basis points. For perspective, in Q1, we are lapping a modern gross margin record of 48%, reflecting over 400 basis points of favorable operating leverage on 27% sales growth in the year ago quarter. This is based on our assumption that cost inflation will begin to moderate, and it will see the benefits from mitigating actions flow more fully through our P&L. We expect fiscal year selling and administrative expenses to be about 15% of sales, which includes about one point of impact related to our investment to enhance our digital capabilities. Additionally, we anticipate fiscal year advertising spending to be about 10% of sales, reflecting our ongoing commitment to invest behind our brands and build market share. We expect our fiscal year tax rate to be about 22% to 23%. The year-over-year increase primarily reflects lapping several onetime benefits in the prior fiscal year. Net of these factors, we anticipate fiscal year adjusted earnings per share to be between $5.40 to $5.70. As we start fiscal year '22, I would like to emphasize our priority to address elevated cost pressures from both commodities and transportation throughout the fiscal year. We are focused on executing the pricing actions we discussed today. We have implemented our announced price increase on our Bags and Wraps and are taking pricing on our Food, Cleaning and International businesses. This represents about 50% of our portfolio. We are also pursuing pricing in additional parts of our portfolio, which we'll announce at a later date. While it's still early, we are confident in our ability to price given the strength of our brand and the constructive conversations we're having with retailers. Consistent with our IGNITE Strategy, we're addressing short-term headwinds head-on, with an eye on the long-term health of our business. We will continue to invest in our brands, including meaningful innovation to drive differentiation, which will help us continue to drive superior consumer value. We are leaning into our cost savings program and productivity initiatives to help address ongoing cost pressures. And we're accelerating investments in our digital transformation to drive increased capabilities, lower costs across our supply chain and improve innovation efforts and our brand engagement activities. And finally, as Linda mentioned, our business is significantly larger than before the pandemic, and we're well positioned for the future. Our global portfolio of trusted brands is more relevant than ever, and we're positioning ourselves to make the most of the changing consumer trends we see. We have confidence in our strategic plans and our ability to execute to enable us to continue to create long-term value for our shareholders. We're focused on strong execution in the face of dynamic conditions, including addressing significant cost headwinds and improving market share. In addition, we have clarity on the strategic imperatives and executional mandate to differentiate Clorox and build a stronger, more resilient and more profitable company. And as we accelerate and execute our IGNITE Strategy, we're confident that it will drive improved performance. ","sees fy adjusted earnings per share $5.40 to $5.70. starting in fy 2022, expects to invest about $500 million over next five years in its digital capabilities, productivity enhancements. 2022 fiscal year sales are projected to be down 2% to 6%. in second half of fy 2022, sales are expected to normalize toward lower end of co's long-term sales growth target of 3% to 5%. expects largest factor impacting its sales performance in fiscal year 2022 to be consumer demand, which remains uncertain. fiscal year 2022 organic sales are projected to be down 2% to 6%. " "We generated earnings of $1.90 per share, and an ROE of 13.53% in the third quarter. Our results included solid loan growth in a number of business lines, which was overshadowed by the headwinds from PPP loan forgiveness and reduced auto dealer loans due to supply constraints. We continued to drive strong deposit growth, robust fee income, and excellent credit quality. Revenue increased quarter-over-quarter and year-over-year, despite the low rate environment. Our focus remains on managing expenses while supporting our revenue-generating activities. Also during the quarter, we repurchased over 3 million shares, reducing our share count by over 2%. We expect economic metrics remained relatively strong over the next year, which bodes well for growth. Our corporate mission is to create shareholder value by providing a higher level of banking that nurtures long lasting relationships. Key to achieving this mission is our dedication to our customers, employees and communities. Our green loans and commitments continue to increase and totaled $1.5 billion at quarter end. Recently, we launched a national Asian and Pacific Islanders resource grade. We now have 10 employee resource groups covering all of our markets. These groups support our diverse team members and strengthen relationships in our communities. I encourage you to review our diversity equity and inclusion report, as well as our 13th Annual Corporate Responsibility related report, which were recently published. These reports include updates on our strategies and progress in these important areas. Turning to our third quarter financial performance on slide four. Significant progress was made on PPP forgiveness, reducing these loans about $1.8 billion or 64% on a period-end basis. Supply constraints continue to impact auto dealer floor plan loans, which average only $600 million relative to the historical run rate of about $4 billion. Putting PPP and dealer side, the average loans and the remainder of our portfolio grew about $600 million or nearly 1.5% over the second quarter, including a 3% increase in general middle market. Our pipeline is strong and loan commitments continue to increase. Average deposits increased 5% or $3.6 billion to another all-time high. This is due to our customers' solid profitability and capital markets activity as well as the liquidity injected into the economy through physical and monetary actions. Net interest income increased $10 million, benefiting from an additional day in the quarter, higher loan fees and deployment of excess liquidity, partly offset by lower rates. Credit quality was excellent with net charge-offs of only 1 basis points, and criticized loans have declined to well below our long-term average. As a result, our reserve declined again and we had a negative provision. Reserve ratio of 1.33% reflects the positive outlook for the economy and our portfolio. Fee-generating activity remained robust. Third quarter non-interest income was up 11% on a year-over-year basis. On a quarter-over-quarter basis, record warrant income and commercial lending fees were offset by decline in card fees from elevated levels due to lower levels of government stimulus. Our efficiency ratio held steady at 62%, as we continue to focus on supporting revenue generating activity. This includes our technology investments, which help us attract and retain customers and colleagues by enhancing their overall experience and efficiency. We remain focused on our digital transformation by enabling our business with products and services, modernizing our platform and building our digital future with the right talent, skills and strategy. As we said earlier, we continue to manage our capital levels, keeping a close eye on long trends and capital generation. Using our capital to support our customers and drive growth remains our top priority, while providing an attractive return to our shareholders. We along with our customers and colleagues across our markets remain optimistic about the future. We expect economic metrics remain relatively strong over the next year. Our chief economist forecast real GDP to increase 4.5% in 2022, with each of our three primary markets of California, Texas, and Michigan above that level, which bodes well for growth. Turning to slide five. PPP loans decreased $1.8 billion to end [Phonetic] the quarter at $1 billion as the forgiveness process accelerated. Excluding the decline in PPP loans, we had good momentum in several business lines. Specifically, we've driven consistent growth in general Middle Market, Equity Fund Services, Environmental Services and Entertainment. This growth was partially offset by decreases in National Dealer Services and Mortgage Banker. Industry data shows that auto and dealer inventory levels are at a 20 to 25 day supply versus the typical 60 to 70 days due to challenges resulting from chip shortages, labor constraints and foreign nameplate shipping issues. We believe our dealer floor plan balances are very close to the bottom and inventory levels should start to slowly rebuild. Mortgage Banker loans also declined. Of note, our mix is beneficial with 71% of our loans tied to purchase activity. The expectation is that refi volumes should continue to fall as rates increase. However, purchase activity should remain relatively strong. As far as line commitments, we posted another strong quarter with an increase of over $800 million and growth in most business lines. Usage also grew resulting in the line utilization rate holding steady at 47%. Loan yields increased 14 basis points, including 14 basis points from the net impact of PPP loans and 3 basis points from higher non-PPP fees. This was partly offset by a 3 basis point impact from lower rates, which included swap maturities. Deposits continue to grow in nearly every business line, hitting a new record as shown on slide six. The majority of our deposits are non-interest bearing and the average cost of interest bearing deposits remained at an all-time low just below 6 basis points. Our total funding cost held steady at 7 basis points. With strong deposit growth, our loan to deposit ratio decreased to 59%. Slide seven provides details on our securities portfolio. We deployed some of our excess liquidity by increasing the size of the securities portfolio by $1 billion or $566 million on average. This allowed us to mitigate the rate headwinds resulting in approximately the same level of securities income quarter-over-quarter. MBS purchases in the third quarter had average durations of around six years and yields of about 170 basis points. With securities rolling off with rates over 200 basis points, the total portfolio yield declined to 1.76%. Our goal is to continue to offset any pressure from lower reinvestment yields by gradually and opportunistically increasing the portfolio size. Turning to slide eight. Net interest income grew $10 million, primarily due to an increase in the contribution from loans. However, the net interest margin declined 6 basis points due to the large increase in excess liquidity. As far as the details, interest income on loans increased $7 million and added 6 basis points to the net interest margin. This was driven by one additional day in the quarter, which added $4 million, higher loan fees and balances on non-PPP loans together added $5 million, and the impact of PPP with higher fees netted against more balances added $2 million. This was partly offset by lower LIBOR and the swap maturity, which together had a $4 million unfavorable impact. As I mentioned, we neutralized the drag from lower securities yields on interest income by increasing the portfolio size. A $4.5 billion increase in average balances of the Fed combined with a 5 basis point increase in the rate paid on these balances added $3 million and had a 10 basis point negative impact on the margin. Fed deposits remain extraordinarily high at over $20 billion and weighed heavily on the margin with the gross impact of approximately 65 basis points. Given our asset sensitive balance sheet, the recent steepening of the yield curve is a positive sign for the future. Our models estimate an 11% increase in annual net interest income in the first year when rates gradually rise 100 basis points. And of course, the incremental income in year two compared to the year one increase would be yet higher. Credit quality was excellent, as shown on slide nine. Net charge-offs were only $2 million and included $16 million in net recoveries from our energy business line. Non-performing assets decreased and remained low at 62 basis points of loans. Also, criticized loans declined in nearly every business line and are now below 4% of total loans. With help from the rise in oil and gas prices, the energy portfolio had significant decreases in both non-accrual and criticized loans. Strong credit metrics combined with our growing confidence and sustainable economic growth resulted in a decrease in our allowance for credit losses. Our total reserve ratio remains healthy at 1.33%. Overall, our customers quickly adapted and navigated a very challenging environment. However, we remain vigilant given the potential stress on our customers from supply chain disruptions, labor constraints and inflation. Non-interest income declined modestly to $280 million following a very strong second quarter as outlined on slide 10. Warrant-related income increased $7 million to an all-time high due to robust IPO and M&A activity. Similarly, commercial lending fees were also a record driven by a large increase in syndication fees. Deposit service charges grew $3 million as a result of an acceleration in customer activity. Also BOLI income increased primarily due to the receipt of the annual dividend. As expected, government card activity declined a stimulus-related volume waned. However, this was partly offset by increases in merchant, consumer and commercial card activity. Deferred comp asset returns, which is offset in non-interest expenses for less than $1 million compared to $6 million in the second quarter. Also, derivative income declined $2 million due to reduced customer appetite for interest rate hedges, partly offset by robust energy derivative transactions with oil and gas prices hitting multiyear highs. Fiduciary income decreased from a record level in the second quarter as continued strong equity market performance was more than offset by the absence of annual tax service fees. In summary, we are pleased with another very strong quarter for fee income. As shown on slide 11, expenses were up $2 million in the quarter. Salaries and benefits increased $5 million, mainly due to an increase in performance-based incentives, which was partly offset by decline in deferred comp. Also, we had higher software and consulting costs as we progressed on our digital transformation journey and occupancy expense was seasonally higher. In line with lower card fee income, outside processing decreased $6 million. Litigation cost decreased following the elevated second quarter levels. And finally, FDIC insurance declined due to strong credit quality and higher capital ratios at the bank level. Our stable efficiency ratio is consistent with our commitment to maintaining our strong expense discipline as we invest for the future. Slide 12 provides details on capital management. Our CET1 ratio decreased to an estimated 10.21%. We repurchased 3 million shares in the third quarter under our share repurchase program. We continue to closely monitor loan growth trends and capital generation as we manage our way toward our 10% CET1 target. In addition, we have maintained a very competitive dividend yield. Slide 13 provides our outlook for the fourth quarter relative to the third quarter. Excluding PPP loans, we expect loan growth in several businesses, including general Middle Market and large corporate. Partly offsetting this growth, we expect continued decline in Mortgage Banker due to lower refi volumes and seasonality. Of note, we believe auto dealer floor plan loans were close to a bottom. PPP forgiveness is expected to continue and the bulk should be repaid by year end. As we look forward to next year, we believe loan growth from year-end '21 to year-end '22 should be relatively strong, supported by our robust pipeline and expectations that the economy will remain strong. We expect the average deposits to remain elevated as customers continue to generate and maintain excess balances. We expect net interest income in the fourth quarter to be impacted by a decrease in PPP-related income from $34 million in the third quarter to be $10 million to $15 million in the fourth quarter. Ex-PPP, we expect net interest income to be relatively stable. Lower fees from elevated third quarter levels and to a lesser extent maturing swaps are expected to mostly offset the benefit from non-PPP loan growth. As far as next year, putting aside the headwind from the decline in PPP income, we expect to benefit from loan growth. As I discussed earlier, we are highly sensitive to rate movements, so assumptions for rates are a key determinant for net interest income expectations, including the impact of maturing loan floors and swaps. Credit quality is expected to remain strong. Assuming the economy remains on the current path, we believe the allowance should continue to move toward our pre-pandemic day-one CECL reserve of 1.23%. As far as fourth quarter non-interest income, we expect continued solid performance in several customer-driven fee categories such as deposit service charges, card and derivatives, particularly, foreign exchange. More than offsetting this growth, we expect a decrease from record levels of warrant and commercial loan fees as well as elevated BOLI. We expect 2021 non-interest income will be one of the highest we've ever recorded. Certain line items such as card, warrants and derivatives, including CVA [Phonetic] may be difficult to repeat as we look in the next year. And we assume deferred comp, which is offset in non-interest expense will not repeat. However, we expect strength in growth across many other fee income categories. We expect expenses in the fourth quarter to be relatively stable. As we continue to invest for the future, technology investments are expected to rise as they typically do as we approach year end. In addition, we expect seasonally higher occupancy, advertising and travel and entertainment expenses. This is expected to be offset by a reduction from the third quarter elevated performance-based incentives. Our planning process for next year is underway. Big picture, we expect compensation to normalize in 2022. However, inflationary pressures could impact a number of line items, including salaries. Also, we are focused on product and market development, as well as driving efficiency, which means continued investment in technology. This is particularly important to ensure we continue to be well positioned to assist customers and colleagues given the prospect of strong economic growth for the foreseeable future. We expect the tax rate to be 22% to 23%, excluding discrete items. And finally, as I indicated on the previous slide, we plan to continue managing toward our CET1 target as we monitor loan trends. Overall, we are pleased with our results. Many business lines showed good momentum with increases in loans, commitments in pipeline. Also, fee income was robust, deposit growth was strong and credit quality was excellent. This resulted in revenue growth and a steady efficiency ratio in spite of the low rate environment. We continue to feel good about how well we are positioned for the future, particularly our ability to support our customers in this extraordinary environment. With our expertise and experience, we are building long-term relationships. Our unique geographic footprint provide significant growth opportunities. We are located in seven of the top 10 fastest growing metropolitan areas, including the expansion of our Southeast presence earlier this year. We are focused on delivering a more diversified and balanced revenue stream with an emphasis on fee generation. We will continue to carefully manage expenses as we invest in our products and services and make progress on our ongoing digital journey. Finally, our disciplined credit culture and strong capital base continue to serve us well. These key strengths provide the foundation for creating long-term shareholder value. ","compname posts q3 2021 net income of $262 mln, $1.90 per share. third quarter 2021 net income of $262 million, $1.90 per share. quarter-end common equity tier 1 capital ratio of 10.79% versus 10.84%. " "Hopefully, each of you had a wonderful holiday season. I will begin today's call with a few highlights from the quarter and commentary on CMC's strategic growth projects. Paul Lawrence will then cover the quarter's financial information in more detail, and I will conclude with a discussion of the current market environment and our outlook for the second quarter of fiscal 2022. After which, we will open the call to questions. I'm pleased to report that CMC's first quarter fiscal 2022 earnings were the best in our company's 106-year history. Earnings from continuing operations were 232.9 million or $1.90 per diluted share on net sales of 2 billion. Excluding the impact of a tax benefit related to an international reorganization, adjusted earnings from continuing operations were 199.2 million or $1.62 per diluted share. CMC generated core EBITDA of 326.8 million, an increase of 109% from the year-ago period and an improvement of 28% from the prior quarter. This was the third consecutive quarter in which our company has reported record bottom-line earnings, core EBITDA, and segment-level EBITDA. These achievements are a result of the execution of our strategic plans presented to shareholders during our virtual investor day in August of 2020. Strong market conditions and strong margins across several product lines certainly contributed to these exceptional results. However, to put this performance into context, during the fiscal 2014 and 2015 time period, we experienced similar robust market conditions to what we enjoy today, and our 12-month EBITDA was between 375 million and 400 million with return on invested capital in the mid-single digits. This significant improvement over the past six years underscores the enhanced earnings power of CMC today, and it is our objective to produce better returns with higher highs and lower lows through the economic cycle. To back up this statement, CMC achieved an annualized return on invested capital of 25.1% during the first quarter and an annualized return on equity of 35.6%. Our team members continue to tightly manage controllable costs, reflecting changes to costs on a per-unit basis, better than most industry and macro benchmarks we track. We are certainly proud of CMC's record financial results delivered by strong execution of our strategic initiatives, as well as solid market fundamentals. While we are proud of the performance to date, let me take a moment to explain why I believe CMC's best days are still ahead of us. I'll start with sustainability. Before we can responsibly talk about growth, we need to be certain that what we are growing is sustainable. CMC was founded 106 years ago as a metals recycler, and we carry on that legacy today, operating possibly the cleanest portfolio of steel mills in the world. We're also committed to further improvement as we make significant progress toward our 2030 environmental goals. CMC's Scope 1 and 2 emissions are already well under the 2040 Paris Accords target, and our emissions have improved by 6.2% per ton of steel produced compared to our fiscal 2019 baseline. This two-year improvement stands in stark contrast to the global industry, which increased its emissions intensity over the same time frame. Since fiscal 2019, we've also improved our energy efficiency by 7.8%, while the global industry's performance has deteriorated by nearly 6%. We are sourcing more renewable energy than ever before, and the proportion of green energy within our overall consumption has risen by roughly 3 percentage points over the last two years, and we continue to work every angle to move this figure higher. Our commitment to renewable sourcing is demonstrated by the design of our future Arizona 2 micro mill now under construction in Mesa. This exciting new plant will be capable of directly connecting to an on-site solar field, making micro mill steelmaking the world's cleanest steelmaking technology even cleaner. In our industry, sustainability also means treating our people with the right way and keeping them safe on the job. CMC's mission is that each day, every one of our employees finishes their shift in the same condition they started. We have developed a unique safety culture that leans on innovative thinking, emphasizes shared accountability, and aims toward an ultimate goal of zero incidents. Through this approach, CMC has achieved several consecutive years of improvement in our incident rates, including dramatic improvements at acquired facilities where we have instilled our CMC culture. Across each line of business, we focus extensively at keeping our people safe and healthy. Not only is this the right thing to do, but over the long term, we expect the care we have for our employees will lead to long-term retention of our exceptional workforce and make CMC an employer of choice within our industry. I touched on only a few highlights of our ESG commitment, which is detailed in our sustainability report published in December 2021, and I encourage you to read the report. To sum up, I would say that CMC is not just sustainable, but a sustainability leader. Being a leader means always pushing further and never standing still. In the years ahead, we will do just that. And clearly -- our clearly sustainable platform gives us a solid foundation on which to grow. I'd like to now discuss some of our exciting initiatives which are a result of the disciplined and deliberate execution of CMC's strategic plan. These projects strengthen and reinforce our organization's core capabilities. While extending CMC's growth runway into markets, customer groups, and applications, we already know well. Recently, we announced a series of exciting growth initiatives, which have been under consideration for some time. I'd like to emphasize that we have been disciplined in knowing the strategic direction and goals that most benefit our shareholders, disciplined in taking the next step in identifying opportunities that move our organization toward these goals, and then, acting decisively when these opportunities arise and the timing is right. Let me begin with an update on CMC's third micro mill currently under construction in Mesa, Arizona. This plant will be the first micro mill in the world capable of producing merchant bar and, as I mentioned earlier, will be among the greenest in the world. Arizona 2, as we are calling it, provides significant strategic value to CMC. It will replace the much higher cost and inefficient rebar capacity of the former Steel California operations. The sale of which will fund over half the cost of our new plant. Arizona 2 will also give CMC a coast-to-coast merchant bar footprint and serve several customers we already know well through our MBQ operations in Alabama, South Carolina, and Texas. Importantly, Arizona 2 will help further optimize CMC's operational network and enhance customer service. The new mill, dubbed MM4, will augment our operational footprint in the Eastern United States and enhance our ability to serve markets in the Northeast, Mid-Atlantic, and Midwest. We expect significant internal synergies from this investment, including enhanced production flexibility among our Eastern U.S. mill network, improved customer service capabilities, as well as enhanced delivery times and logistical efficiencies in getting steel to its destination. MM4 is a project we have studied for several years and now feel the time is right to execute. MM4 will be rebar-centric with additional capabilities under consideration. This investment further demonstrates our commitment to a sustainable future for CMC. Both mill projects stand to benefit directly from the largest infrastructure package to be enacted in the U.S. in several decades. The Infrastructure Investment and Jobs Act signed last November will provide 1.2 trillion in funding over five years and stimulate an estimated 1 million to 1.5 million tons of incremental annual rebar demand at full run rate. This would add roughly 15% to current domestic consumption of around 8.5 million tons. We expect the time between the bill's enactment and the commencement of significant construction activity to be in the range of 18 to 24 months, which lines up very well with the scheduled future commissioning of Arizona 2. We further anticipate a late calendar 2024, early 2025 start-up of MM4, and this would coincide with infrastructure-related demand nearing full run rate. Stepping beyond mill investments, CMC's agreement to acquire Tensar Corporation announced last month will add additional products and capabilities, which will make CMC a unique provider of value-added reinforcement solutions for the domestic and international construction markets. This transaction represents CMC's entry into an adjacent and complementary product space through the purchase of a proven market and innovation leader. The acquisition meaningfully extends CMC's growth runway and provides a platform for further expansion into high-margin, high customer service engineered solutions. As we discussed in our call in December, Tensar's offerings provide best-in-class value propositions to customers, particularly against competing traditional reinforcing solutions but are underpenetrated in the marketplace. We believe this combination of attractiveness to customers and large potential market opportunity will support significant organic growth at Tensar in the years ahead. Tensar is already very well managed with a strong reputation and proven innovation and operational capabilities. We believe these factors greatly reduce the execution risk of this transaction while providing CMC with solid commercial synergy opportunities out of the gate. Currently, we expect to close on the acquisition during the fiscal third quarter. The two U.S. mill expansions plus the Tensar acquisition, combined with our recently commissioned rolling line in Europe, should provide CMC with at least 200 million of sustainable through-the-cycle EBITDA once fully operational. My belief that CMC's best days are ahead is based not just on our announced strategic investments but several other factors as well, including the quality of our people. We've not discussed this topic much in the past, but it's vitally important to the future of CMC with a longer-term impact greater than any new capital project. As we sit here today, I'm very confident regarding the new generation of leaders that are developing at every level of our organization. Our bench strength has never been better. CMC's transformational growth projects over the last several years have expanded our North American business by nearly 50%, necessitating organizational adjustment to accommodate such rapid growth. Employees were provided with opportunities to take on new responsibilities and new roles across the company, giving each an expanded perspective of CMC's business and valuable experience in managing through change. Additionally, the last two years have involved unprecedented challenges, first related to complications due to the pandemic, followed by high inflation, logistical issues, and labor shortages. Our team has responded exceptionally well to the series of challenges, and we have all seen the outcome, a stronger company generating record financial results. With hindsight, it's clear the events of the last several years has created an innovative, adaptable, stress-tested roster of current and future key leaders at CMC. Lastly and while this is outside CMC's control, I'm confident about the future of our core geographical markets. CMC has exposure to the most economically vibrant and rapidly growing regions in both the U.S. and Europe. For more than a decade, population growth within CMC's key U.S. markets have outpaced the broader United States. This trend has picked up pace considerably since early 2020 and has been reflected in new community formation and relocation of businesses. Ultimately, population drives construction over the long term, and CMC is well-positioned to benefit. The dividend will be paid on February 3, 2022. This represents CMC's 229th consecutive quarterly dividend with the amount paid per share increasing 17% from a year ago. As we announced last quarter, we are also committed to returning capital to shareholders through our share repurchase program, and Paul will give you an update on our activity this past quarter. With that as an overview, I'll now turn the discussion over to Paul Lawrence, senior vice president and chief financial officer, to provide some more comments on the results for the quarter. As Barbara noted, we reported record fiscal first quarter 2022 earnings from continuing operations of 232.9 million or $1.90 per diluted share, more than triple prior-year levels of 63.9 million and $0.53, respectively. Results this quarter include a net after-tax benefit of 33.7 million, primarily related to a tax capital loss recognition on an international tax restructuring transaction, which took place in the quarter. Excluding the impact of this item, the adjusted earnings from continuing operations were 199.2 million or $1.62 per diluted share. Core EBITDA from continuing operations was 326.8 million for the first quarter of 2022, more than double the 156.6 million generated during the prior-year period. Both our North America and Europe segments contributed significantly to year-over-year earnings growth, while core EBITDA per ton of finished steel reached a record level of $233 per ton. The first quarter marked the 11th consecutive quarter in which CMC generated an annualized return on invested capital at or above 10%, which is in excess of our cost of capital. Now, I will review our results by segment for the first quarter of fiscal '22. The North American segment recorded adjusted EBITDA of 268.5 million for the quarter, an all-time high. This compares to adjusted EBITDA of 155.6 million in the same period last year. Largest driver of this 73% improvement was a significant increase in margins on steel products and raw materials. Partially offsetting this benefit were higher controllable costs on a per ton of finished steel basis due primarily to increased unit pricing for freight, energy, and alloys. Selling prices for steel products for our mills increased by $364 per ton on a year-over-year basis and $76 per ton sequentially. Margin over scrap on steel products increased $202 per ton from a year ago and $82 per ton sequentially. The average selling price of downstream products increased by $158 per ton from the prior year, reaching $1,092. This increase was consistent with the rise in underlying scrap costs, resulting in unchanged margins over scrap relative to the prior period. During our fourth quarter earnings call, I indicated that CMC's downstream backlog was expected to reprice higher throughout fiscal 2022 as new higher price work replaces older lower-priced work. Through the first four months of the fiscal year, we are seeing the anticipated rate of repricing play out. We continue to expect forward -- further upward movement in CMC's average backlog price through the remainder of the fiscal year, particularly in light of strong market demand and bid volume, which we are experiencing in our downstream geographies. Shipments of finished product in the first quarter were essentially flat from a year ago. End market demand for our mill products remained strong. This is supported by our own shipment volume and industrywide data we track regarding consumption of rebar, merchant bar, and wire rod. Downstream product shipments increased by nearly 8% from the prior period, driven by the beneficial impact of our growing construction backlog. Turning to Slide 11 of the supplemental deck, our Europe segment generated record adjusted EBITDA of 79.8 million for the first quarter of 2022 compared to adjusted EBITDA of 14.5 million in the prior-year period. This improvement was driven by expanded margins over scrap, the receipt of a 15.5 million energy credit, and strong profit contributions from our new rolling line. Higher costs for energy and mill consumables partially offset these positive factors. Energy credit received was for calendar 2020. Legislation is currently before the Polish Parliament to extend this credit further. Margins over scrap increased $236 per ton on a year-over-year basis and were up $120 per ton from the prior quarter. Tight market conditions provided the backdrop to achieve the segment's highest average selling price in more than a decade, reaching $869 per ton during the first quarter. This level represented an increase of $408 per ton compared to a year ago and $106 per ton sequentially. Europe volumes climbed 8% compared to the prior year as a result of extensive planned maintenance performed at our rebar rolling line. Shipments of merchant and other products were relatively unchanged as sales of higher-margin finished products replaced sales of semi-finished billets. Demand conditions within Central Europe remained strong. The Polish construction market continues to grow at a robust rate, with particular strength in the residential and infrastructure sectors. Construction of our merchant and wire rod -- consumption of our merchant and wire rod products has been supported by expanding manufacturing activity as highlighted by several key macroeconomic indicators, including the Polish and German PMI readings and Polish new industrial orders. The combination of good demand and strong pricing has provided an ideal backdrop for the start of our third rolling line. This new asset is significantly outperforming the original investment case. Turning to capital allocation, balance sheet, and liquidity, as of November 30, 2021, cash and cash equivalents totaled 415 million. In addition, we had approximately 650 million of availability under our credit and accounts receivable programs, bringing total liquidity to nearly 1.1 billion. In addition, as we announced last week, in late December, we closed on the sale of our Rancho Cucamonga California site and received gross proceeds of 313 million. Proceeds received represent approximately 45% of the entire purchase price of the rebar acquisition we completed in 2019. During the second quarter, we will record a pre-tax gain of approximately 275 million related to this transaction. During the quarter, we generated 26 million of cash from operating activities despite a $252 million increase in working capital. The rise in working capital was driven by the increase in average selling prices. Looking beyond price factors, our days of working capital have decreased from a year ago. Over the course of the past four quarters, CMC has invested roughly $500 million in working capital. Our leverage metrics remain attractive and have improved significantly over the last two fiscal years. As can be seen on Slide 15, our net debt-to-EBITDA ratio now sits at just 0.7 times, while our net debt to capitalization is 18%. We believe our robust balance sheet and overall financial strength provides us the flexibility to finance our strategic organic growth projects and complete the acquisition of Tensar while continuing to return cash to shareholders. CMC's effective tax rate was 11%, which was driven sharply below our typical statutory rates by the international reorganization performed during the quarter. Absent the enactment of any corporate tax legislation that would impact fiscal 2022, we forecast our tax rate to be approximately 25% to 26% for the balance of the year. With respect to CMC's fiscal 2022 capital spending outlook, we currently expect to invest 475 million to 525 million this year, roughly half of which will be attributable to Arizona 2. Lastly, after approving the program in mid-October, CMC repurchased 159,500 shares during the first fiscal quarter of 2022 at an average price of $33.28 per share. These transactions amounted to approximately 5.3 million, leaving 344 million remaining under the current authorization. We expect share buyback activity to increase in the second half of the year. Turning now to market conditions, first, in North America, we are seeing strong activity within nearly all of our end markets. At the mill level, demand for rebar, merchant bar, and wire rods remains robust with total domestic consumption for each of these products growing on a year-over-year basis during CMC's fiscal first quarter. Rebar and wire rod in particular are being supported by continued construction growth. During CMC's first quarter, total domestic construction spending increased roughly 10% from the prior year, according to U.S. Census Bureau, driven by growth in both residential and private nonresidential categories. While national spending was largely unchanged for infrastructure, activity within CMC's core geographies outperformed the national average during the first quarter, driven by healthier state-level budgets and the need to accommodate growing populations with expanded infrastructure networks. Strength in construction activity has also benefited our merchant bar product lines which are used in various applications, including ceiling joists, industrial stairs and railings, and warehouse racking. The industrial markets served by CMC's merchant products are healthy, and we are seeing particular strength among machinery and equipment manufacturers. As you know, construction is by far CMC's largest end market, and our best leading indicator is our volume of downstream project bids. Activity levels have been very strong for the last three quarters, driven by a good blend of private and public sector work. Project owners are also awarding high volumes of new work, which has allowed CMC to grow our downstream backlog on a year-over-year basis for two consecutive quarters. Work is entering our backlog at very attractive average price levels, which we expect to drive profitability when shipped in future quarters. The picture is equally positive in Europe. Construction activity is strong with new residential construction permits increasing by double-digit percentages on a year-over-year basis. The Central European industrial sector continues to grow as reflected in the current 18-month trend of expansionary PMI readings for both Poland and Germany. With production from our new rolling line, which allows our Polish operations to produce each of our three major product groups simultaneously, CMC is now even better positioned to capitalize on this growth. In addition, supply congestions in Central Europe are tight, which has given -- has driven margins sharply upwards from the historical lows of fiscal 2020 and early fiscal 2021. Regarding our outlook for fiscal 2022, we remain confident. Based on our view of the marketplace and our internal indicators, we anticipate continued strong financial performance. Signs point to robust demand in our key end markets, and we expect supply and demand conditions to remain favorable, supporting healthy margin levels. The positive tone of our outlook is backed up by several key external construction forecasts and indicators. The Portland Cement Association once again increased its expectation for cement consumption growth in 2022 and now anticipates an increase of 2.5% on a year-over-year basis. Additionally, the Dodge Momentum Index, which measures the value of nonresidential projects entering the planning phase, remains near a 14-year high and shows strength in both its commercial and institutional components. More near term, in the second quarter of fiscal 2022, we expect shipments to follow a typical seasonal trend, which has historically equated to a modest decline from Q1 levels. Margins on steel products, as well as controllable cost per ton, should be generally consistent on a quarter-over-quarter basis. And at this time, we will now open the call to questions. ","q1 earnings per share $1.90 from continuing operations. q1 adjusted earnings per share $1.62 from continuing operations excluding items. " "It's very good to be with you today, and I hope you and your families are coping well. Despite these unprecedented times, CNA continues to operate effectively, as our underlying business performance improved once again this quarter as evidenced by the ongoing acceleration in rate achievement, as well as higher overall growth and growth in new business. We also had an improved underlying loss ratio and a lower expense ratio for the quarter. As we have done in previous years, we completed our annual Life & Group review in the quarter, which importantly includes the long-term care gross premium valuation or GPV analysis of our active life reserves. As part of our analysis, we took strong action to address the lower interest rate environment we now face compared to a year ago by conservatively modifying our discount rate assumptions. First, we have lowered our expectation for the normative 10-year treasury yield to 2.75%, a reduction of 100 basis points from last year. Second, we extended the time period to grade up to that normative rate from six years to 10 years. Since long-term care reserves are discounted, these changes reflect our ongoing prudent approach to reserving and our steadfast resolve to protect our capital and earnings in an ongoing low interest rate environment. Al will provide you with much more details associated with this year's GPV review. Our underlying combined ratio of 92.6% for the quarter improved by 2 points from a year ago and is the lowest underlying combined ratio for CNA in the last 10 years. The underlying loss ratio improvement consisted of only 0.5 point benefit due to lower frequency from the ongoing economic downturn, with most of the improvement driven by our International business, which has steadily returned to profitability as a result of our reunderwriting efforts in our London operation over the last 18 months. As I mentioned in the last quarter, we expected only a relatively modest impact from loss frequency benefit because a substantial portion of our portfolio consists of insureds in essential industries such as construction, healthcare and manufacturing that were not subject to shelter-in-place restrictions. And we continue to assume a potential for higher severity and casualty lines, like auto and general liability, as the economy is restored over time. So, we believe it is still early to react too favorably to the short-term trends. The lower P&C expense ratio of 31.8% largely reflected our growing premium base, which contributed approximately 0.7 points of the improvement in our underlying combined ratio. As I have said on prior calls, our strategy has been to simultaneously make substantial investments in talent, technology and analytics to position us for sustained success while streamlining our operation in order to keep our overall underwriting expenses flat. Then, by growing the Company in a disciplined and prudent fashion, we would steadily decrease the expense ratio, which you can clearly see in this quarter as more of the growth earned in. Turning to the dynamics of this hard market and starting with pricing, rate increases continued to accelerate as we achieved plus 12% in P&C overall, up 1 point from the second quarter. Importantly, excluding workers' comp, which had slightly negative rate and our very profitable Affinity Programs, which had a small positive rate increase, the rate change was plus 17%, up 2 points from Q2 and 5 points from Q1. Importantly, the increases apart from these two areas were broad-based at each business unit and essentially all product lines achieved higher rate. The acceleration in our written rate increases over the last six quarters has led to four quarters of earned rate increases, now at plus 9%. This compares to our long-run loss cost trend assumptions of slightly more than 4%, excluding our Affinity book. As mentioned on our last call, we had previously increased our view of long-run loss cost trends in 2020, as we continued to feel the impact of social inflation on our portfolio, in particular in our aging services and auto portfolios. In the quarter, we remained comfortable with our latest view and did not further need to increase them. However, as I also mentioned last quarter, the impact of the pandemic could be up at scaling the social inflation dynamic. The great news, however, is that all the dynamics fueling the hard market, which we and others have articulated repeatedly, should allow us to achieve strong rate increases well into 2021 so that the margin gap, all else equal, should continue to grow net of any added pressure from long-run loss cost trends in 2021. And as we see this play out, over the next couple of quarters, we will then be in a better position to incorporate the benefit into our loss ratio picks. In terms of growth, gross written premium, ex-captives, grew 9%, while net written premium growth was 7%, both higher than the second quarter. Exposure continued to be a headwind to our growth as it was down 3 points compared to the third quarter last year. As was the case in the second quarter, new business growth in the third quarter was again higher than the same period last year, which evidences our ability to provide strong service to our agents and brokers in this remote working environment. The investments we made at the end of the first quarter to respond quickly to shorter time frames on submissions that I mentioned on the last call continued to pay dividends this quarter. Retention declined 1 point from the second quarter to 82%, due to our reunderwriting efforts in our London operations, which will essentially be completed in the fourth quarter and to our targeted actions in the US to improve the profitability of certain lines within healthcare and manufacturing that I have spoken about previously. Completing the picture for the quarter, our overall combined ratio was 100.9%, which included 0.4 points of favorable development and 8.7 points of loss activity from a series of natural catastrophe events. In the quarter, there were no significant changes in the regulatory environment. The claim notices we received in the third quarter have been modest and very little has been paid out. Of course, that was our expectation all along, as we knew that claim outcomes from this event would play out slowly over time. As a result, our previously established COVID-19 ultimate loss estimate of $195 million remains appropriate for all events that occurred through the third quarter, from which we believe claims will eventually emerge and our loss estimate is still virtually all in IBNR. The overall portfolio fared well in the third quarter with the unrealized gain position increasing once again and net investment income was strong, driven by LP positions. Despite this strong quarter, we continued to see a reduction in our net investment income from our fixed income portfolio supporting P&C, due to the lower interest rate environment that we believe is unlikely to change meaningfully anytime soon. This is a key dynamic fueling my perspective for a protracted hard market, as it will take time for us in the industry to achieve an offsetting increase in underwriting income. Finally, our core income for the third quarter was $193 million or $0.71 per share. Net income was $213 million or $0.79 per share. As Dino indicated, I will now provide details of our results by business segment. Starting with Specialty, the combined ratio was 89.5% this quarter. The combined ratio includes favorable prior-period development of 2 points and 1 point from catastrophe losses. The favorable prior-period development was largely driven by continued strong profitability from the surety business, partially offset by unfavorable development in healthcare. The underlying combined ratio for Specialty was 90.5% this quarter, 1.6 points of improvement compared to third quarter 2019. The underlying loss ratio was 60%, and the expense ratio was 30.5%. The expense ratio has improved by 1.3 points compared to third quarter 2019, due to both growth in net earned premium and lower expenses. The gross written premium growth ex-captives was plus 11% in Specialty for the quarter and was 9% on net written premium. Rates continued to increase at plus 13%, up from 11% last quarter. Retention was 86% this quarter, which was flat to last quarter. New business volume was strong with growth of 14% over the prior year's quarter. The combined ratio for Commercial was 111.5% this quarter, which is 9.9 points higher than third quarter 2019 and includes 17 points of catastrophe losses and 0.6 points of unfavorable prior-period development. The cat losses are attributable to severe weather-related events in the quarter, primarily Hurricanes Laura, Isaias, Sally and the Midwest derecho. The underlying combined ratio for Commercial was 93.9% this quarter, 0.1 points higher than the third quarter of 2019, but 0.9 points improvement on a year-to-date basis versus prior. The underlying loss ratio was 61%, compared to 61.5% in the prior year, reflecting a modest benefit from lower frequency in the quarter as Dino mentioned. The expense ratio was 32.3% compared to 31.7% in the third quarter 2019. The prior-year expense ratio included a release, especially with the state loss assessment fund, which is muting the favorable impact of current year net earned premium growth and lower expenses. Gross written premium growth ex-captives was plus 7% in Commercial for the quarter and net was plus 4%. The rate change of 11% was up 1 point from last quarter. New business growth was down 3% versus prior quarter and up 8% on a year-to-date basis. The combined ratio for International was 98.1% this quarter compared to 107.4% in the third quarter 2019. The combined ratio includes 3 points of catastrophe losses for the quarter. The underlying combined ratio for International was 95% this quarter, an improvement of 10.3 points compared to prior-year quarter. The underlying loss ratio was 60.1%, and the expense ratio was 34.9%. The underlying loss ratio improved 7.2 points, fueled by a reunderwriting execution, while expense ratio declined 3.1 points, driven by lower acquisition and underwriting expenses. The gross written premium in International increased by 5% and net increased by 10%, both in comparison to the prior year. The net written premium growth comparison to the prior period was impacted by a change in timing of our reinsurance treaty. Rate change of 16% was up 2 points from prior quarter. Retention was 70% this quarter, which is in line with 2019 levels and reflects the progression of the reunderwriting strategy. More than five years ago, we commenced efforts focused on the active management of long-term care with the goal of reducing the risk of CNA, while also effectively serving our policyholders. This encompass significant investment in the business and a commitment to proactively and effectively address risks. We've made considerable progress on these objectives, including reducing risk across many dimensions of the block, achieving meaningful rate increases and taking pre-emptive actions on our reserving assumptions. The actions we've taken with our 2020 annual review of our Life & Group reserves are reflective of this continued approach and commitment. As a reminder, our annual Life & Group reserve reviews include the long-term care gross premium valuation or GPV of our active life reserves, as well as the long-term care claim reserve analysis. In addition, we completed a claim reserve review for our structured settlements block, which I will also address. Starting with the long-term care GPV review, the most significant change resulting from this review was an update of our discount rate assumptions. These changes associated with the discount rate are detailed in Slides 14 and 15. It is important to note that the discount rate is a function of the current investment portfolio yield as well as the reinvestment yield assumed for future investments. The benchmark we use in reference to the risk-free reinvestment yield is the 10-year US Treasury. While we're projecting risk-free rates over the short and intermediate term, we assume long-term rate or normative rate with a critical importance, given the duration of the liabilities. In the previous two year's reserve reviews, we have reduced our expectations for the normative 10-year treasury yield by 105 basis points. At our 2019 review, assuming that this benchmark rate will get to 3.75% by 2025, in light of the current interest rate environment and expectation with conditions persisting, we've taken several critical actions on our discounted assumptions. First, we have lowered our expectation for the normative rate at 2.75%, a reduction of 100 basis points from last year and 205 basis points cumulatively over the last three years. Second, we've extended the time period to grade up to a normative rate from six years to now 10 years. This means that it's not until 2030 that we will assume the new 2.75% normative rate. And finally, we are using the forward curve for the first three years of the projection and then we'll grade up to the normative rate over the remaining seven years. You will see on Slide 15 that we're not assuming the tenure will get back to the 2% level until 2027, a significant change compared to our prior-year expectations. I should also note, we did not make any meaningful changes to investment in spread assumptions or portfolio credit quality as part of this review. The sum of all the assumption changes on the discount rate resulted in an unfavorable pre-tax impact of $609 million. These discount rate changes, including the significant decrease in the normative rate, extended time frame to get to the new normative rate, and use of the forward curve over the next several years, reflects our prudent approach to reserving and meaningfully reduces the reinvestment risk assumed in these liabilities. With that, I will move on to other key assumption changes, including morbidity, persistency and rate increases, all highlighted on Slide 16. With respect to morbidity, along with the change in the level of interest rates, we also lowered our expectation of inflation. This change impacts our assumption for cost of care for future claims and together with other morbidity assumptions, had a favorable pre-tax impact of $51 million. With respect to persistency, the key assumption changes have increased the mortality rates for older age policyholders not on claim and reflective of our experience for this cohort. Persistency changes had a favorable pre-tax impact of $152 million. Finally, regarding future premium rate increases, as a reminder, our approach is to include rate increases that have been approved, filed but not approved, but that we plan to file as part of the current rate increase program. Over the past year, our actual rate achievement has exceeded our prior-year expectations, contributing $200 million of favorable impacts. In addition, we are continuing to file for additional rate increases under existing programs. We are updating our assumptions to reflect our actual rate achievement in addition to the updates to existing programs at a total favorable pre-tax impact of $318 million. And I should note that the weighted average duration to future rate increase approvals assuming annual reserves is only 1.5 years. Overall, and as highlighted on Slide 17, our annual GPV analysis for long-term care [Indecipherable] reserve deficiency and charged earning of $74 million on a pre-tax basis. While these changes and notably the change on the discount rate are significant, they reflect our continued approach to prudently and proactively address risks associated with this business. In addition to the GPV analysis, we've also concluded our annual long-term care claim reserve review, which is the review of the sufficiency of our reserves covering our claim operation. The impact from this review is favorable with a $37 million release of reserves, driven by lower expected claim severity, specifically with we reserved higher claim closure rates, most notably driven by claim recoveries. I should note that this is the fifth year in a row that result of the claim review is favorable, which is a validation of our responsible approach to actuarial assumption setting. Finally, and as indicated on the bottom of the Slide 17, we had an unfavorable impact associated with the claim reserve review for our structured settlements block. These structured settlements agreement to provide six periodic payments to claimants associated with historic P&C claims. Total reserves for our structured settlement block were approximately $550 million at the end of the third quarter. Similar to our long-term care block, these reserves are held on our balance sheet on a present value basis and thus are subject to changes in assumed discount rates. As well, many of these policies have life contingencies and thus are impacted by changes in mortality assumptions. As part of our reserve review this year, we made adjustments to both the discount rate and mortality assumptions, resulting in a reserve strengthening of $46 million on a pre-tax basis. Turning to Slide 18. Overall, our Life & Group segment produced a core loss of $35 million in the quarter, with some of the reserve changes coming in both the long-term care and structured settlement blocks with a pre-tax charge of $83 million or $65 million after-tax. With the efforts from the impacts of these reserve reviews, the segment produced core income from current operations of $30 million for the third quarter. These results were favorable to our expectations and primarily driven by morbidity experience. Specifically, we continue to experience lower-than-usual new claim frequency, higher claim terminations and more favorable claim severity that may be effects of COVID-19. As referenced in the previous quarter, within the uncertainty of these trends, we are taking a cautious approach from a income recognition perspective and then holding a higher level of IBNR reserves. In addition, as we continue to be in these trends which are temporary and short-term in nature, we did not incorporate this more recent experience into our GPV assumption setting efforts. Our Corporate segment produced a core loss of $19 million in the third quarter. Now let me turn to investments. Pre-tax net investment income was $517 million in the third quarter, compared with $487 million in the prior quarter. The results reflected favorable returns from our limited partnership and common equity portfolios, which produced pre-tax income of $71 million compared to $18 million during the same period last year. Pre-tax net investment income from our fixed income portfolio was $443 million this quarter, compared to $462 million in the prior-year quarter. The pre-tax effective yield on our fixed income holdings was 4.5% in the period. The decrease was primarily in our P&C portfolio, which, as Dino mentioned, has been impacted by lower reinvestment rates. Pre-tax net investment gains for the quarter were $27 million, compared to a gain of $7 million in the prior-year quarter. The gain was primarily driven by the continued recovery of the mark-to-market on our non-redeemable preferred stock investments and higher net realized investment gains on fixed maturity securities, partially offset by a loss on the redemption of our $400 million of senior notes due August 2021. Our unrealized gain position on our fixed income portfolio stood at $5 billion, up from $4.4 billion at second quarter. The change in unrealized during the quarter was driven by the tightening of credit spreads across the market, while risk-free rates remained low. Fixed income assets that support our P&C liabilities had an effective duration of 4.5 years at quarter-end, in line with portfolio targets. The effective duration of the fixed-income assets that support our Life & Group liabilities was nine years at quarter-end. Our balance sheet continues to be extremely strong. At quarter-end, shareholders' equity was $12 billion or $44.30 per share, driven by the increase in our unrealized gain position during the quarter. Shareholders' equity, excluding accumulated other comprehensive income, was $11.6 billion or $42.78 per share. We continue to maintain a conservative capital structure with a low leverage ratio and a well-balanced debt maturity schedule. As I noted in August, we issued $500 million of senior notes at a record low coupon of 2.05%, with tremendous demand for the paper and we subsequently redeemed our 2021 debt, a net of which will reduce our annual interest expense by nearly $13 million. And at quarter-end, all of our capital adequacy and credit metrics remained above target levels, supporting our credit ratings. In the third quarter, our operating cash flow was strong at $758 million, driven by higher premiums, and to a lesser extent, lower paid losses. In addition to our positive operating cash flow, we continue to maintain liquidity in the form of cash and short-term investments and have sufficient liquidity holdings to meet obligations and withstand significant business variability. And we are pleased to announce our regular quarterly dividend of $0.37 per share. One last point of emphasis before we move on to the question-and-answer portion of the call. Each quarter this year I have developed greater confidence in the strength and duration of the hard market because of the widespread industry awareness, and therefore increasing customer awareness of the adverse impact of the protracted low interest rate environment, social inflation dynamics, as well as years of depressed pricing and elevated catastrophe activity. Increasingly, it is understood this will take more than a few additional quarters of correction to allow the industry to achieve required levels of return to responsibly protect the customer risks we assumed. I am optimistic that we will be able to take full advantage of this correction period to achieve stronger pricing, better terms and conditions, growing our top line premium, as well as our share of high-quality new business and improving both our underlying loss and expense ratios. ","cna financial q3 earnings per share $0.79. compname announces third quarter 2020 net income of $0.79 per share and core income of $0.71 per share. q3 core earnings per share $0.71. q3 earnings per share $0.79. book value per share at quarter end $ 44.30 at sept 30, 2020 versus $ 45.00 at dec 31, 2019. " "In the fourth quarter, we continue to effectively leverage the favorable market conditions and achieve strong quarterly results, which topped off a great year with record core income. Before I provide details, let me offer a few highlights on both periods. Our gross written premiums, excluding our captive business, grew by 16% in the fourth quarter and 10% for the full year. Importantly, the overall P&C rate increase remained at 8% in the fourth quarter, consistent with the third quarter, leading to a full-year rate increase of 9%, which was well above long-run loss cost trends. The all-in combined ratio was 92.9% for the quarter and 96.2% for the year, each representing the best ratios in five years. Underlying combined ratio was 91.2% for the quarter and a record low of 91.4% for the full year. All of this led to record core income of just over $1.1 billion for the year, up 50% in core earnings per share of $4.06 per share. Drilling down on the details starting with the fourth quarter, our P&C operations produced core income of $353 million, or $1.29 per share. Our Life & Group segment produced core income of $6 million, and our Corporate & Other segment produced a quarter loss of $94 million, mainly impacted by a non-economic charge related to asbestos and environmental. As usual, Larry will provide more details on Life & Group and the Corporate segments. In the fourth quarter, the all-in combined ratio was 92.9% percent, a half a point lower than the fourth quarter of 2020, and the lowest all-in quarterly combined ratio since 2016. Pretax catastrophe losses in the quarter were $40 million or 2 points of the combined ratio, compared to $14 million in the prior year period. P&C's underlying combined ratio of 91.2%, the 1.4 points improvement over last year's fourth quarter result. The underlying loss ratio in the fourth quarter of 2021 was 60.1%, which is down 0.3 points compared to the fourth quarter of 2020. Excluding the impacts of COVID in the prior year quarter, the underlying loss ratio improved by 0.8 points as we continue to recognize some of the margin built in the current accident year from the earned rate increases, as we did last quarter. For P&C overall, prior period development was favorable by 0.3 points on the combined ratio. Turning to production, gross written premium, excluding our captive business, grew by 16% in the fourth quarter, which was twice as high as the first half of the year. Net written premium grew by 11% for the quarter, an increase of 6 points from the third quarter. New business grew by 28% in the quarter, and the overall written rate increase was 8%, while earned rate in the quarter was 10%. In addition, retention of 83% was higher than it's been all year. The strong production results were broad-based across all the operating segments. In terms of the business units, the all-in combined ratio for specialty was 89.9% and the underlying combined ratio was 90.1%, a half-point improvement compared to last year. The underlying loss ratio improved by 0.9 points to 59.1%. The expense ratio increased by 0.5 points to 30.9 from a one-time to up, and Larry will provide more detail in the discussion on expenses. Gross written premium ex captives grew 15% in the fourth quarter, with 58% growth in new business. This is the sixth consecutive quarter of double-digit growth in specialty. We also achieved an overall rate increase of 11%, up 1 point from the third quarter. We achieved higher rate in management liability, and our affinity programs, and stable rate in our healthcare business. In addition, retention improved to 3 points to 83%. Turning to commercial, the all-in combined ratio was 94.9% in the quarter, including 2.9 points of cat. This was the lowest all-in combined ratio in four years. The underlying combined ratio was 92.2% this quarter, which was the lowest on record, and was 1.4 points lower than the fourth quarter of 2020, and 2.4 points lower, excluding the COVID frequency impacts that lowered the loss ratio in 2020. The underlying loss ratio of 61.4% improved by 0.3 points compared to the fourth quarter 2020, excluding the COVID frequency impacts. As we referenced last quarter, the underlying loss ratio for commercial was higher in the latter half of 2021, resulting from mix change between Property & Casualty net earned premium due to the new property quota share treaty we purchased in June. Expense ratio improved 2.3 points to 30.4% this quarter. Commercial achieved that 19% growth in gross written premiums ex captives, with 16% growth in new business. Rate at 5% was only slightly below the third quarter, and excluding work comp, the rate change was +7% in the quarter, which was consistent with the third quarter. Retention was up 2 points to 84%, which was the highest of any quarter this year. Retention were strong in all of our commercial business units, and middle-market retention improved to 85%, which is the highest level since prior to the pandemic. Exposure change was +2% in commercial this quarter as a result of increases in payrolls, and sales volumes as the economy continues to improve. This is the highest exposure increase since the first half of 2019. For International, the all-in combined ratio was 94.8% in the quarter. The underlying combined ratio improved by 4.2 points to another record low of 90.9% this quarter. The expense ratio improved at 2.6 points to 32.4%, and the underlying loss ratio improved 1.6 points to 58.5%. We are very pleased with the improvement in our international results, which highlights our disciplined approach to the reunderwriting and catastrophe exposure reduction we executed. International achieved a 9% growth in gross written premium and new business growth of 15%. Rates were up 13% this quarter, achieving double-digit rate for the seventh consecutive quarter and 9 of the last 10 quarters. In addition, retention at 82% was the strongest quarterly retention in over three years. Now, let me provide some perspectives on the full-year performance. As I mentioned before, core income was a record for the year increasing 50%, so a little over $1.1 billion or $4.06 per share, and net income for the year was just over $1.2 billion or $4.41 per share. This compares to $735 million and $690 million in 2020 respectively. The increase from the prior year is attributed to significantly improved underlying underwriting gain, and while still substantial a lower level of cat loss compared to 2020, as well as higher net investment income driven by limited partnership returns. The all-in combined ratio was 96.2%, with 5.1 points of catastrophe loss and 0.3 points of favorable prior period development. This is the lowest calendar year combined ratio in five years, and a significant accomplishment considering the heavy levels of catastrophe lost again this year. That losses were $397 million pre-tax in 2021, compared to $550 million last year. But catastrophe losses in 2021 were actually higher than the $355 million catastrophe result in 2020 when you account for the COVID cat charge we incurred in 2020. Our P&C underlying underwriting profit for the full year increased 31% to $667 million, and the underlying combined ratio improved to 1.7 points to 91.4%. It's the fifth consecutive year of improvement in the underlying combined ratio. The underlying loss ratio in 2021 was 60%, down 0.2 points compared to 2020. Excluding the impacts of COVID in the prior year, the underlying loss ratio improved 5.6 points. The expense ratio improved 1.5 points for the full year. All three operating segments produced a strong underlying results in 2021. For specialty, the underlying combined ratio of 89.7% was the best on record and 1.6 points lower in 2020. Commercial produced an underlying combined ratio of 92.6% in 2021, which is also a record and 1.3 points lower than 2020. Multiple years of reunderwriting initiatives in our international portfolio of paid off, an underlying combined ratio of 92.1% in 2021, three and a half points lower in 2020. Turning to production for the full year, gross written premium growth ex captives was 10% this year. We achieved strong new business growth of 19%, and a full year rate increase of 9%. Retention was 82% for the full year. Net written premium grew by 5% for the year, in terms of the wider spread between gross and net written premium for the year compared to 2020. This is a function of the new property quota share treaty agreement, which was on a risk-attaching basis, causing the spread to widen. He'll be transitioning with Larry through the first quarter, and we'll be handling the earnings calls after the first quarter. We are excited to have Scott on board. I will provide some additional information on the results, as Dino indicated. Starting with core income for the fourth quarter, our P&C operations produced a core income of $353 million, as Dino indicated. A key contributor to the strong result was our pre-tax underlying underwriting income of $167 million, a 22% increase from the fourth quarter of 2020. In addition, our catastrophe losses were relatively modest at $40 million pre-tax, despite the fact that estimated cat losses for the industry were significantly above the 10 year median for fourth quarter events. For full-year 2021, the record core income of $1.106 billion produced an ROE of 9.1% up substantially from 2020 6.1%. Our Q4 expense ratio was a key component of our higher underlying underwriting profits. For the fourth quarter of 2021. The expense ratio was 30.8%, which was 1.2 points lower than the fourth quarter of 2020. In specialty, the expense ratio increased slightly in the quarter by half a point compared to a year ago due to recognition of higher profit sharing in the quarter for one of our profitable programs. In commercial, the expense ratio improved by 2.3 points this quarter, largely from growth in net earned premium. International also showed significant year-over-year improvement of 2.6 points, driven by net earned premium growth and lower acquisition cost. On an annual basis, the expense ratio was 31.1% in 2021, one and a half points lower than full year 2020. We believe 31% is a reasonable run rate going forward as we continue to make investments in talent, technology, and analytics. The expense ratio improved for each segment for specialty, improving 0.8 points from 31.3% to 30.5%. Commercial improving almost 20.4 points from 33% in 2020 to 31.1% in 2021. In international improving 20.4 points from 35.5% for 2020 to 33.1% for 2021. Moving to a prior period development, for the fourth quarter, the overall Property & Casualty net prior period development impact on the combined ratios was 0.3 points favorable compared, to no impact in the prior year quarter. Favorable development was driven by surety and especially segment from more recent action years, somewhat offset by management and professional liability. In the commercial segment, stable development, and worker's compensation was offset by unfavorable development in auto and general liability. In international, favor will develop in our commercial classes was offset by unfavorable development in our specialty classes. In terms of our covered reserves, we made no changes to our overall COVID catastrophe loss estimates during the quarter. We continually review our COVID reserves, and our previously established estimate of ultimate losses, ALAE remains appropriate. The majority of the loss estimate remains in IBNR. For the full year 2021 over, our development was favorable by three-tenths of a point, compared to 0.7 points favorable in 2020. The pay to incurred ratio of 0.89 was elevated in Q4 relative to the first three quarters of 2021, due largely to pay out of catastrophes that occurred in prior quarters. However, the 0.89 ratio remains at the lower end of our pre-pandemic range. The ratio, which fluctuates quarter to quarter, has been consistently lower over the past two years, with several factors driving that, including our growth in underlying underwriting profits. We have also had lower non-cash paid losses across several product lines, where we have taken significant underwriting actions such as our medical malpractice, and excess liability lines that we have previously discussed with you. The slowdown in the court dockets has also contributed to the lower-paid losses. On a full-year basis to pay to improve ratio was 0.70. Moving to on our Property & Casualty segments, a corporate segment produced a core loss of $94 million in the fourth quarter, which compares to a $49 million core loss in the fourth quarter of 2020. The loss for fourth quarter 2021 was predominantly driven by our annual asbestos and environmental reserve review completed during the quarter. The results of the review included a non-economic after-tax charge of $48 million, driven by the strengthening of reserves associated with higher defense and indemnity cost on existing accounts. In compares to last year's non-economic after-tax charge of $39 million. From a core income perspective, the impact of the fourth quarter 2021 charge was a reduction of approximately $0.18 per share versus an approximate reduction of $0.14 per share impact in the fourth quarter of 2020. Following this year's review, we have incurred cumulative losses of $3.4 billion, which is well within the $4 billion limit of our last portfolio transfer cover that we purchased in 2010. Importantly, pay losses are at $2.2 billion. You will recall from previous year's reviews, that there is a timing difference with respect to recognizing the benefit of the COVID relative to incurred losses, as we can only do so in proportion to the pay losses recovered under the treaty. The loss recognized today will be recaptured over time through the amortization of a deferred accounting game, as paid losses ultimately catch up with incurred losses. As of year in 2021, we have $429 million of deferred gain that will be recaptured over time. In addition to the impact from our annual investment, asbestos and environmental reserve review, net investment income in the fourth quarter attributed to our core corporate segment is down $13 million after-tax on a year over year basis due to loss portfolio transfer agreement we entered into the end of last year related to legacy excess worker's comp reserves. We also strengthen our legacy mass tort IBNR reserves this quarter by $16 million on an after-tax basis. The Life & Group we had core income of $6 million for the fourth quarter of 2021, which is $20 million lower than last year's fourth quarter, as those results benefited from favorable commodity experience driven by the pandemic. I wanted to comment on the approaching change in GAAP accounting methodology related to long-duration targeted improvements are LDTI, which will apply to our Life & Group businesses. We will adopt this new accounting guidance effective January 1st, 2023, and we'll apply it as of January 1st, 2021. We are working diligently on this implementation and intend to discuss the impacts on our first quarter call. We do expect the impact of this change will be a material decrease in accumulated other comprehensive income, predominantly being driven by the difference between the expected interest rates from our investment strategy, and the liability discount rate assumptions required under this accounting change. This accounting pronouncement applies only to GAAP basis financial statements and has no statutory accounting or cash flow impacts on the businesses. As a result, this accounting change is due by us, and the industry as non-economic as none of the fundamentals of the businesses are changed by it. Total pre-tax that investment income was $551 million in the fourth quarter, essentially the same as last year's fourth quarter. The results included income of $108 million from our limited partnership, or LP and common stock portfolios as compared to $140 million on these investments for the prior year quarter. The strong LP returns for the quarter across both. the P&C, and Life & Group segments were significantly driven by private equity funds and reflected the lag reporting results from the third quarter. As a reminder, our private equity funds, which comprise approximately two-thirds of our LP portfolio, primarily report results on a three-month lag basis, whereas our hedge funds are on a real-time basis. Our fixed income portfolio continues to provide consistent net investment income stable relative to the last few quarters, and the prior year quarter. While the current low-interest rate environment continues to be a headwind, the impact on our net investment income has been mitigated by our strong operating cash flows, which have been driven by our growth in premium volume, strong underwriting profitability, and the slower payout of losses that I previously discussed. Pretax that investment income for the full year 2021 was $2.2 billion, compared to $1.9 billion for 2020. The increase was largely driven by our LP and common stock investments, which had pre-tax returns of $402 million for 2021, compared to $144 million for 2020. The returns from our fixed income securities portfolio was essentially the same for 2021 as it was for 2020, as our higher asset base offset the lower average portfolio year. Our average book value has increased $1.4 billion from the year in 2020. On a pre-tax effective income, yield decreased 20 basis points. To give a sense of magnitude of the increase in our operating cash flow in the fourth quarter, operating cash flow was strong once again at $643 million, and then our full year basis increased approximately $860 million from full-year 2020 after adjusting for the payment to purchase our excess workers' comp LPT agreement. From a balance sheet perspective, the unrealized gain possession of a fixed income portfolio was $4.4 billion at year-end, down from $4.8 billion at the end of the third quarter, reflecting the slightly higher interest rate environment. Fixed income invested assets that support our P&C liabilities, and Life & Group liabilities had effective durations of 4.9 years and 9.2 two years, respectively, at year-end. Our balance sheet continues to be very solid. At year-end, shareholder's equity was $12.8 billion for $47.20 per share. Shareholder's equity, excluding accumulated other comprehensive income, was $12.5 billion, or $46.02 per share, an increase of 10% from year in 2020 adjusting for dividends. We have a conservative capital structure, with a level leverage ratio of 18%, and continue to maintain capital above target levels in support of our ratings. We are still digesting the potential changes to the S&P Capital model. Although, we do not currently see this fact changing, our course the final version of the model has not been determined, and S&P has determined the deadline for companies to provide feedback. We continue to work with them to fully understand the potential impact of the proposed changes. Finally, we are pleased to announce we are increasing our regular quarterly dividend 5% to $0.40 per share, which will be payable on March 10th to shareholders of record on February 22nd. In addition to the increase in our regular quarterly dividend, we are declaring a special dividend of $2 per share, also payable on March 10 to shareholders of record on February 22nd. Before opening the call to the Q&A session. I'd like to offer a few comments about how we perceive the marketplace dynamics might evolve in 2022. Most importantly, we see pricing remaining favorable with overall rate increases, persisting above the long-run loss cost trends for most of 2020 to in light of the oft-quoted headwinds like social inflation, and economic inflation, and elevated cat activity. All of the headwinds are still present, there has been no significant change since last quarter. The uncertainty these factors create a lot of cost trends have only been exacerbated by the Omicron variant, which has slowed the full return of court activity in docket logs to a pre-pandemic level. Which is why we have continued to prudently recognize margin improvement in our current accident year loss ratio. And although written rate increases in the last eight to ten quarters have allowed us to make up most of the lost ground from 2015, when the rate versus loss cost trend started to become a headwind. It can easily become insufficient if loss cost trends increase further. And this is why we are focused on pushing for more rate and where needed additional improvements in terms and conditions. As I mentioned earlier, our pricing remains stable for the third quarter at 8 points, while retention increased 2 points. So even though rates have moderated from their high watermark in the fourth quarter of 2020, we believe the pace down will be slower than the pace rates increased. Finally, as seen by our increasing overall growth, as well as our growth in new business as the year progressed, we are bullish about our continued prospects at meaningful levels of quality business to our portfolio in 2022. ","compname announces full year 2021 net income of $4.41 per share and record core income of $4.06 per share. qtrly net catastrophe losses were $40 million pretax versus $14 million in prior year quarter. book value per share at quarter end $47.20 at dec 31, 2021 versus $46.82 at dec 31, 2020. " "Centene anticipates that subsequent events and developments may cause its estimates to change. Additionally, please mark your calendars for our upcoming 2022 guidance meeting to be held on December 10. We will invite sell-side analysts to participate in person in New York, and ask others to participate virtually. Brent Layton has a conflict that could not be avoided, but you can expect him to join us on future calls. First, on the quarter, we were pleased with the results and the fact that the matrix was straightforward with minimum noise. In the quarter, we generated revenue of $32.4 billion and HBR of 88.1% and adjusted earnings per share of $1.26. Drew, provide additional context. Overall, the numbers reflect a return to a normal utilization while still covering reasonable amounts of COVID costs which seem to have peaked in August. Importantly, our performance provides a strong foundation for our value creation plan and we remain committed to our margin goals. Further supporting our strategic progress during the quarter, we announced a series of organizational changes including a point Sarah London as Vice Chairman of the Board of Directors and Brent Layton as the company's President and Chief Operating Officer. We do not plan to replace his position, as we continue to work on refreshing and streamline the Board to a size of 9 to 13 members. Turning to the current landscape. Overall, the portfolio is performing well. We delivered a strong membership increase in Medicaid are positioned for continued growth in Medicare and we continue to stay the course in marketplace. Sarah, will provide further detail. We are working closely with states and the timing redetermination, which has so far been extended until January with the opportunity for additional extensions three months at a time. In addition, we look forward to offer members who will no longer qualify for Medicaid, the opportunity to enroll in our marketplace for us. We expect that advanced premium tax credits will keep costs in line for these members, and we value the opportunity support continuity of care and preserve, provide relationships which in the long-term leads to higher quality care, which is much more cost effective. Looking ahead of 2022, there are several additional factors we continue to monitor and evaluate. These include the pace of the RFP pipeline, ongoing growth in Medicare, the opportunity for improvement in marketplace license, as well as the COVID landscape overall. We will provide full details on these factors and their potential impacts, as headwinds and tailwinds at our Investor Day in December. In addition, we are committed to achieving an investment grade rating and a disciplined capital allocation framework that takes into consideration our priorities including investing in our business debt management and share repurchases. Before I close, I would like to highlight the importance of vaccine mandates in stopping the transmission of COVID and protecting those who cannot yet safely receive inoculations, particularly the immunologically compromised, and young children for whom vaccine access is getting closer, but still pending. Centene has been a leader on this critical issue mandating vaccinations, as an additional employment. We also continue to support our members in assessing the vaccine to a national outreach and campaigns and creative participation such as the Pro Football Hall of Fame NESCO. In closing, we are pleased with our third quarter results and has the same momentum across the enterprise. We remain focused on executing across the value creation playbook, we have in place. As always, we intend and continue to provide transparent updates, as we progress through our initiatives and I look forward to seeing many of you at our December Investor Day. I'm going to provide highlights of our product line performance before touching on the early progress we are making around our value creation plan. During the quarter we continue to build on our market leading position and are experiencing solid growth and good outcomes. In Medicaid our business continues to perform well, membership increased to $14.8 million aided by continued suspension of redeterminations and the go-live of our business in North Carolina. In marketplace with more than 90% of our membership receiving some form of subsidy we maintain our low income focus and our commitment to providing healthcare access and affordability to our members. At the end of the third quarter our marketplace membership was $2.2 million, and we are pleased with the progress of our clinical initiatives as we head into the fourth quarter. Looking ahead, our 2022 marketplace offerings reflect a diverse and evolving needs of our Ambetter consumers. We are introducing a group of new products designed to optimize flexibility, access and affordability. In addition, we plan to grow our coverage map by entering five new states with marketplace products. As we continue to monitor policies and plans around the return of Medicaid redeterminations we believe that our enhanced footprints within both Medicaid and marketplace positions Centene well to support our members with options for coverage continuity. In Medicare Advantage, we continue to see a compelling growth opportunity for the company. We are expanding Centene's footprint to reach $48 million Medicare eligible adults across the country, which is more than 75% of eligible beneficiaries. Today, Centene serves more than 1.2 million Medicare Advantage members across 33 states. Beginning in 2022, the company expects to offer plans in 327 new counties, representing a 26% increase and three new states including Massachusetts, Nebraska and Oklahoma. Now turning to our value creation plan. As as we outlined this past June, we have embarked on our strategy to leverage Centene's size and scale and drive margin expansion through SG&A efficiencies, medical management initiatives and strategic capital deployment. We are focused on generating sustained growth and margin expansion. And although it is still very early seeing the enterprisewide commitment from the outset has given me confidence that we are on the right track to achieve our goal. Brent, Drew and I are leading this effort and we believe, we now have an organizational structure in place to drive this forward across our business and functions. On the SG&A front, we have identified opportunities across the company where we believe we can be more efficient. This isn't about cost cutting, it's about positioning the company for long-term success. For example, we piloted new technology within our call centers for use by Centene employees. This technology trial yielded significant reductions in cycle times, and now will be rolled out enterprisewide. Another opportunity we've mentioned is a value creation target is pharmacy. As we alluded to in June, we are now taking steps toward consolidating down to a single PBM platform, and rationalizing those platforms we view as non-essential. We began this work in Q3, and look forward to providing more detail around this overall program in December. In addition, we are progressing on the review and potential sale of certain non-core assets, as part of our portfolio optimization process, which has taken on an increased focus as part of the value creation plan. Again, we are in the very early stages, and as we continue to leverage our size and scale to our benefit these are just a few of the many levers we are pulling to achieve our adjusted net income margin target of at least 3.3%. Let me remind you that as we progress through these and other initiatives, particularly in 2023 and 2024, we anticipate seeing a greater impact pushing us toward our goal. Before handing the call over to Drew, let me provide a quick update on the Magellan transaction. We are still awaiting one final regulatory approval in California, and continue to expect the deal to close by the end of 2021. We continue to work with the regulators to move the transaction to completion. Our Q3 consolidated HBR was 88.1%, right on track with our full year guidance. Consistent with national data our COVID costs peaked in late August, drop throughout September and the sharp drop of COVID costs continues in October. While the delta variant has a higher peak, as measured in authorizations compared to January 2021, it peaked and fell rather quickly. With our diversified enterprise we were able to manage through this given our steady performance in Medicaid and Medicare. Accordingly, we are maintaining the midpoint of our consolidated HBR range for 2021 just shrinking the width of the range since we're three quarters through the year. Our adjusted SG&A expense ratio was 8.6% in the third quarter with higher short term variable incentive compensation costs compared to Q2 given the positive trajectory of the business. While we are getting some SG&A leverage on our growth in 2021, there is a lot more to come over the next few years, as we execute on the value creation plan. One item to point out from a mix standpoint circle, a well positioned ASC like hospital enterprise and England has an SG&A rate in the '30s on service fee revenue of approximately $1.4 billion. This has an approximate 30 basis point mathematical impact on our consolidated SG&A rate for Q3 2021 and going forward. Continuing on the highlights of the quarter, cash flow provided by operations in the third quarter was strong at $1.8 billion. With respect to unregulated cash we had $2.7 billion at quarter end, which includes the $1.8 billion we borrowed to partially fund the Magellan transaction. We expect to need approximately $2.3 billion of unregulated cash to close Magellan in the fourth quarter. Debt at quarter end was $18.8 billion, our debt to cap ratio was 41.2% inclusive of Magellan financing and excluding our non-recourse debt. Our medical claims liability totaled $14.1 billion at quarter end and represents 51 days in claims payable compared to 48 in Q2. This three-day increase was driven by the timing of state-directed payments, claims payments and state fee schedule changes. You will see a couple of items in our GAAP to adjusted earnings per share reconciliation, a $309 million one-time gain as a result of our acquisition of the remaining 60% of circle in early July 2021 and a write-down of our investment in RxAdvance of $229 million in the quarter, as we are simplifying our pharmacy operations, both of these are non-cash items. Before we get to updated 2021 guidance I wanted to comment on the recently announced rating year 2022 star scores. This will drive 2023 Medicare revenue. We are certainly pleased with over 50% of membership in 4-star contracts and our first 5-star contract, rating year 2022 benefited from the continuation of disaster provisions due to COVID with an expectation of those provisions sunsetting and upon reviewing the in-process results of our quality program we expect rating year 2023 scores to drop, followed by a subsequent jump in rating year 2024 scores. This essentially has the effect of providing some fungible investment dollars for calendar year 2023. We've updated our full-year 2021 outlook including a narrowed adjusted earnings per share guidance range of $5.05 to $5.15. This outlook incorporates revenues within a range of $125.2 billion to $126.4 billion increased by the inclusion of Circle and expected state-related pass through payments of $500 million. It includes an expected HBR of 87.6% to 88% and then SG&A ratio of 8.2% to 8.6% 20 basis points higher than the prior guidance with the largest driver being the mix math on Circle as we just discussed. While we still have a quarter to go to finish 2021, the strength of our diversified enterprise has enabled us to manage through the volatility of COVID, pent-up demand and resulting 2021 marketplace pressure. This enterprise strength will only improve, as we execute on the value creation plan over the next few years. With regards to 2022, consistent with our public comments in September, we continue to expect modest adjusted earnings per share growth next year. We look forward to providing more details around 2022 expectations and going more in-depth into the long-term value creation drivers during our December 10 Investor Day. ","centene q3 adjusted earnings per share $1.26. q3 adjusted earnings per share $1.26. q3 revenue rose 11 percent to $32.4 billion. qtrly health benefits ratio of 88.1%. september 30, 2021 managed care membership of 26.5 million, an increase of 1.4 million members, or 5%, compared to september 30, 2020. sees 2021 total revenues $125.2 billion - $126.4 billion. sees 2021 adjusted diluted earnings per share $5.05 - $5.15. sees 2021 hbr of 87.6% - 88.0%. " "To access the call on the Internet, please log into the Capital One website at capitalone.com and follow the links from there. In the fourth quarter, Capital One earned $2.6 billion or $5.35 per common share. For the full year, Capital One earned $2.7 billion or $5.18 per share. Included in earnings per share for the quarter were two small adjusting items, which are outlined on the slide. Net of these adjusting items, earnings per share for the quarter was $5.29. Full-year 2020 adjusted earnings per share was $5.79. In addition to the adjusting items in the quarter, we recorded an equity investment gain of $60 million or $0.10 per share related to our equity stake in Snowflake. For the full year, the investment gain was $535 million or around $0.89 per share. Turning to Slide 4, I will cover the quarterly allowance moves in more detail. In the fourth quarter, we released $593 million of allowance, primarily in our card business. Economic assumptions underlying our allowance included unemployment of around 8% at the end of 2021 and the impacts of the $900 billion stimulus package passed in December. The release was driven by the strong credit performance we have observed and by the new stimulus bill. In our allowance, we continue to assume that the relationship between the economic metrics and credit quickly reverts to a historical norm, and we've added significant additional qualitative factors for COVID-related uncertainty. In our commercial business, we charged off certain energy loans and released allowance for these specific reserves that were previously established for those loans. Turning to Slide 5. You can see the allowance coverage levels declined modestly from the prior quarters across our segments but remained well above pre-pandemic levels. Our Domestic Card coverage is now at 10.8%, while our branded card portfolio coverage is 12.7%. Recall that the difference between these metrics is driven by loss-sharing agreements in our partnership portfolios. Coverage in our consumer and commercial businesses also remained elevated at 3.9% and 2.2%, respectively. Moving to Slide 6, I'll discuss our liquidity position. You can see our preliminary average liquidity coverage ratio during the fourth quarter was 145%, well above the 100% regulatory requirement. Our liquidity reserves from cash, securities and Federal Home Loan Bank capacity declined slightly from the third quarter to end the year at approximately $144 billion, including about $41 billion in cash driven by continued strong deposits. Turning to Slide 7. You can see that our net interest margin increased 37 basis points quarter over quarter to 6.05%. The increase was largely driven by higher card loan revenue margin as strong credit results led to lower suppression, the impact of third and fourth-quarter deposit pricing actions and a modest decline in our cash balance, which was partially offset by lower yields on cash and securities. Lastly, turning to Slide 8. I will cover our capital position. Our Common Equity Tier 1 capital ratio was 13.7% at the end of the fourth quarter, up 70 basis points from the third quarter and 150 basis points higher than a year ago. We continue to estimate that our CET1 capital need is around 11%, which includes a buffer over our capital requirements under the SCB framework of 10.1%. As we close out 2020, we have approximately 270 basis points or around $8 billion of capital in excess of our CET1 target. Following the latest stress test results released by the Federal Reserve last month and in light of the strong capital position I just described, we expect to restore our quarterly dividend back to $0.40 per share in the first quarter, pending board approval. Our board of directors has also authorized the repurchase of up to $7.5 billion of the company's common stock inclusive of share repurchase capacity of up to approximately $500 million in the first quarter based on the Fed's current trailing four-quarter average earnings rule. The timing and amount of stock repurchase activity will be informed by our outlook on the economy, as well as actual forecasted levels of capital, earnings and growth. While he will be here through March 15, this will be Scott's last earnings call. You've built strong relationships with our shareholders and across the investment community, and you've always brought their external perspectives to our work inside of Capital One. You've been a key advisor and partner for me and for the board and a strong leader in our company. I'm particularly grateful for the legacy you've built, transforming finance technology, strengthening processes and controls, building a great team of talented leaders, including your successor, Andrew Young. We will miss you, and I'm sure you will continue to do great things. With that, let me turn to our Domestic Card business. Exceptional credit performance was the biggest driver of Domestic Card financial results in the quarter. The Domestic Card charge-off rate for the quarter was 2.69%, a 163-basis-point improvement year over year and a 95-basis-point improvement from the sequential quarter. The 30-plus delinquency rate at quarter end was 2.42%, 151 basis points better than the prior year. The delinquency rate was up 21 basis points from the linked quarter, consistent with typical seasonal patterns. Fourth-quarter provision for credit losses improved by $1.1 billion year over year, driven by the allowance release that Scott discussed and lower charge-offs. Several factors are driving continued credit strength. Consumers are behaving cautiously, spending less, saving more and paying down debt. These behaviors have been amplified by the cumulative effect of unusually large government stimulus and widespread forbearance across the banking industry. Our own long-standing resilience choices put us in a strong position going into the pandemic. And our strategic investments in digital technology and transformation are paying off in enhanced capabilities and underwriting that are powering our performance and response to the pandemic. Strikingly strong consumer credit has persisted throughout 2020, even after the expiration of several parts of the CARES Act. Uncertainty about future credit trends remains high, especially in the context of an evolving pandemic that is difficult to predict. As Scott discussed, that uncertainty informs our allowance for credit loss. We believe that each incremental month of favorable credit reduces the cumulative losses through the downturn rather than just delaying the impact. At the end of the fourth quarter, Domestic Card ending loan balances were down $20.1 billion or 17% year over year, driven by three factors: cautious consumer behavior, reduced spending and demand for new credit, and drove payment rates to historically high levels. Our marketing pullbacks at the outset of the downturn put additional pressure on loan balances, and we moved a partnership portfolio to held-for-sale in the third quarter. Excluding the impact of the move to held-for-sale, ending loans declined about 15%. Fourth-quarter average loans declined 16% year over year. On a linked quarter basis, the expected seasonal ramp drove ending loans up by about 3%. Purchase volume continued to rebound from the sharp declines early in the pandemic. For the full year, purchase volume was down 2% in 2020. Fourth-quarter purchase volume was essentially flat compared to the prior-year quarter. That compares to a year-over-year decline of about 30% in the first weeks of the pandemic. Quarterly purchase volume increased 10% from the sequential quarter, consistent with the expected seasonality and the continued rebound. Despite the rebound, purchase volume growth is still down compared to the double-digit growth we were seeing before the pandemic. Fourth-quarter revenue declined 7% year over year as a result of the decrease in average loans, partially offset by higher revenue margin. The revenue margin was up 121 basis points year over year to 16.91%, largely driven by two factors: strong credit drove lower revenue suppression; and year over year, net interchange revenue in the numerator of the margin is essentially flat, while average loan balances, the denominator of the margin calculation, are down 16%. Noninterest expense was down $186 million or 8% from the fourth quarter of last year, largely driven by our choice to pull back on Domestic Card marketing when the pandemic hit. Total company marketing trends are largely driven by Domestic Card. Fourth-quarter marketing for the total company was down 21% year over year. On a sequential quarter basis, total company marketing increased significantly in the fourth quarter. Looking ahead, future marketing will be impacted by how things play out with the pandemic and the economy. In the midst of the pandemic, we're finding opportunities, and we are leaning into them. These opportunities are enhanced by our tech transformation. The ultimate level of our 2021 marketing will depend on our continuing real-time assessment of the marketplace. Slide 12 summarizes fourth-quarter results for our Consumer Banking business. Driven by our auto business, ending loans increased 9% year over year. Average loans grew 10% for the fourth quarter and 9% for the full year. When the COVID downturn began, we tightened our underwriting box in auto to focus on the most resilient asset. We believe that several factors drove our growth. The auto market rebound has been stronger for larger franchise dealers, the part of the market where we're focused. Our digital products and services drove growth in direct-to-consumer originations and growth with dealers who want to provide a low-touch car buying experience in response to social distancing. And our dealer relationship strategy put us in a strong position to grow high-quality auto loans. Fourth-quarter auto originations were down 2% year over year. Competition picked up late in the third quarter and continued to increase in the fourth quarter. Fourth-quarter ending deposits in the consumer bank were up $36.7 billion or 17% year over year, driven by the stimulus-driven surge in deposits in the second quarter. Average deposits were up 19% for the fourth quarter and up 15% for the full year. Our average deposit interest rate decreased 73 basis points year over year and 19 basis points from the linked quarter as we reduced deposit pricing in response to the market interest rate environment and competitive dynamics. Fourth-quarter Consumer Banking revenue increased 18% from the prior-year quarter. Annual revenue was up 4%. Both increases were driven by growth in auto loans and retail deposits. Annual growth was negatively impacted by differences in the timing of Federal Reserve rate cuts, preceding our deposit pricing reduction. Noninterest expense in Consumer Banking was up 1% year over year. Fourth-quarter provision for credit losses improved by $275 million year over year, driven by lower charge-offs and a modest allowance release in our auto business. Fourth-quarter credit results in our auto business remain unusually strong even after seasonal linked quarter increases in 24 basis points in the auto charge-off rate and 102 basis points in the delinquency rate. Year over year, the charge-off rate improved 143 basis points to 0.47% and the delinquency rate improved 210 basis points to 4.78%. Strong auto credit is the result of several factors. In addition to the same general drivers of Domestic Card credit strength, auto credit also benefited from very strong auction values. And our auto forbearance is having a temporary positive impact, particularly on delinquency rates. We've provided updated auto forbearance information on appendix Slide 18. We expect auto credit metrics to increase from their unusually low levels as auction prices normalize and the temporary impacts of COVID forbearance play out. Moving to Slide 13. I'll discuss our Commercial Banking business. Fourth-quarter ending loan balances were up 2% year over year, driven by growth in selected C&I and CRE specialties. Average loans were also up 2% for the fourth quarter and 6% for the full year. Quarterly average deposits increased 21% from the fourth quarter of 2019, and average -- annual average deposits grew 14% in 2020 as middle market customers continued to bolster their liquidity. Fourth-quarter revenue was up 10% from the prior-year quarter. Annual revenue was up 6% for the year. Annual revenue growth from higher loan and deposit volumes and higher noninterest income was partially offset by lower net interest margin. Noninterest expense for the quarter increased by 1% year over year. Provision for credit losses improved by $90 million compared to the fourth quarter of 2019. The allowance release that Scott discussed was partially offset by higher charge-offs largely related to our oil and gas portfolio. Our oil and gas exposure declined year over year. We've provided a breakout of our oil and gas portfolio composition and reserves on appendix Slide 19. The Commercial Banking annualized charge-off rate for the quarter was 0.45%. The criticized performing loan rate for the quarter increased compared to both the prior year and linked quarters to 9.5%, driven by downgrades in our commercial real estate portfolio. The criticized nonperforming loan rate rose modestly from the prior-year quarter to 0.9%. I'll close tonight with some thoughts on our results and how we're positioned for the future. It's not a surprise that the pandemic shaped our 2020 results. For the full year, total company loan balances declined 5%. Annual revenue was essentially flat, including $535 million in gains on our Snowflake investment. Noninterest expense was down 3%, with a decline in marketing and relatively flat operating expense. Provision for credit losses increased by $4 billion. And earnings per share rebounded from negative territory early in the year to $5.18 for the full year, down significantly from 2019. Three key themes are evident in our 2020 results. The pandemic pressured top-line loan balances and revenue, particularly in the first half of the year. On the bottom line, strikingly strong credit resulted in a return to positive trajectory and record profitability in the second half of the year. And our long-standing strategic choices put us in a strong position to respond to both the near-term challenges and the emerging opportunities. Turning first to the near-term challenges. Domestic Card loan balances declined sharply as cautious consumers, stimulus and widespread industry forbearance drove historically high payment rates and reduced demand. Lower loan balances put pressure on revenue, efficiency and scale. The operating efficiency ratio net of adjustments was 46%. It was 46.9%, excluding Snowflake gains. The flip side of this top-line pressure was exceptionally strong consumer credit performance, which drove two consecutive quarters of record earnings in the second half of 2020. And strong second-half earnings, coupled with a smaller balance sheet, enabled us to increase our CET1 ratio to 13.7%. Today, we've announced our intent to raise the quarterly dividend to its prior level of $0.40 per share subject to board approval, and we've also discussed our plan -- we also discussed our plan for up to $7.5 billion of share repurchases, which our board has already approved. Throughout 2020, we have been well-served by the choices we made before the downturn began. Since our founding days, we've hardwired resilience into the choices we've made on credit, capital and liquidity through good times and bad. As a result, we entered the downturn with strong and resilient credit trends, a fortified balance sheet and deep experience in successfully navigating through prior periods of stress, including the Great Recession. Our investments to transform our technology and how we work and our efforts to drive the company to digital are paying off. Our transformation is powering our response to the downturn and putting us in a strong position for emerging opportunities as the pandemic plays out. Pulling way up despite the pressures of the pandemic in the near term, nothing has changed about where we think our businesses are headed or the long-term strategic opportunities that are being created as sweeping digital change continues to transform banking. As we manage through the near-term challenges, we also continue to focus on the things that create long-term value when delivered and sustained over time, continuing to transform our technology from the ground up, capitalizing on our transformation to drive innovation and growth, generating positive operating leverage and improving efficiency, and managing capital efficiently and effectively, including significant capital distribution. It's been a pleasure to work with you over the years, and I wish you all the success as you go forward. And now we'll start the Q&A session. [Operator instructions] Keith, please start the Q&A. ","compname reports fourth quarter 2020 net income of $2.6 billion, or $5.35 per share. q4 adjusted earnings per share $5.29 excluding items. q4 earnings per share $5.35. in addition, capital one's board of directors has authorized a common stock repurchase program of up to $7.5 billion. qtrly net interest margin of 6.05 percent. common equity tier 1 capital ratio under basel iii standardized approach of 13.7 percent at december 31, 2020. " "We started this year off on a positive note, and we're excited about our momentum. We took share in the contact lens market with strength in our silicone hydrogel portfolio led by MyDay and Biofinity. Our myopia management portfolio continued to strengthen, including MiSight growing 82% to 3 million and CooperSurgical posted a very strong quarter with Paragard growing 16% and fertility 10%. With both businesses outperforming, we delivered robust earnings and cash flow and expect continued strong performance moving forward. Regarding the quarter and reporting all percentages on a constant currency basis, even with continuing COVID challenges, we posted consolidated revenues of 681 million with CooperVision revenues of 507 million, up 1%, and CooperSurgical revenues of 174 million, up 7%. Non-GAAP earnings per share were $3.17. For CooperVision, we saw strength in our daily silicone hydrogel portfolio and in our Biofinity franchise, along with general strength in torics and multifocals. By geography, the Americas grew 6% led by strength in Biofinity and daily silicones, including nice growth from both Clariti and MyDay. EMEA was down 4% as several countries continued managing through stringent COVID-related restrictions. We did see growth in our daily silicones and Biofinity, though, so that bodes well for the future. Asia Pac was up 3% led by strength in MyDay, especially in Japan. Overall, sales exceeded expectations, and we're well positioned to continue growing and taking share with current and future product launches driving momentum. Moving to some additional quarterly numbers. Our silicone hydrogel dailies grew 8% with both MyDay and Clariti growing. Particular strength was noted in MyDay and especially MyDay toric as we continue rolling that product out around the world. Overall, dailies silicones are leading the market right now as health and wellness trends drive adoption, and we believe that will continue as there's still 2.4 billion in annual global sales of older hydrogels that need to be traded up. Moving to our FRP portfolio. Biofinity grew 6% with strike noted in Biofinity Energys and Biofinity toric multifocal. I've mentioned these products before, but as a reminder, Energys is a truly unique and innovative lens that uses digital zone optics to help alleviate eye fatigue from excessive screen time. In today's world, this product has the ability to perform well, and we're seeing that. And our Biofinity toric multifocal was launched last year and is doing extremely well. This is a made-to-order product and part of our extensive offering of unique products that differentiate our business. Regarding product launches, we remain incredibly active. We now have regulatory approval to launch Clariti in Japan, and we'll be doing that shortly. And that's in addition to our ongoing successful launch of a second base curve for MyDay sphere in that market. We're also continuing to launch and relaunch MyDay sphere and toric in many other markets around the world. We're continuing the rollout of Biofinity toric multifocal, including launching in Europe shortly, and we're rolling out extended toric ranges for Clariti and Biofinity. Additionally, our pipeline is strong, and we expect to remain very active going forward. And lastly, we're incredibly busy with our myopia management portfolio of MiSight and Ortho-k lenses, which grew 46% for the quarter to 12 million. Within this, MiSight grew 82% to 3 million and Ortho-k grew 37%, including 1 million of revenue from our acquisition of GP Specialists from August of last year. With respect to MiSight, we now have over 30,000 kids around the world wearing the lens, including over 2,000 in the U.S., and our momentum is accelerating. Our launch activity continues to go extremely well, and we expect similar success in new markets such as South Korea where we'll be launching in the next few months. We've also made advancements in discussions with several large retailers and buying groups regarding MiSight and even moved into a test phase with one large retailer for roughly 70 stores. We've also received several awards recently, including from Contact Lens Spectrum and Popular Science, and we're making advancements with multiple professional associations, helping to get myopia management recognize the standard of care. And we made great progress with several universities, supporting the training and education of their optometry students as many schools are now adding myopia management training courses to their curriculums. From a fitting perspective, if we look at U.S. data, the average age for a new MiSight wear remains 11 years old, and in a positive sign, it's trending younger. Comparing this to the average age of a regular new contact lens wear of 17 shows we're bringing kids into contacts at a much younger age, which is fantastic. This is all extremely exciting and supports our goal of reaching or exceeding 25 million of MiSight sales this fiscal year and over 50 million next year. Moving to myopia management spectacles, I want to touch on our recent acquisition of SightGlass Vision and our partnership with EssilorLuxottica. SightGlass Vision has developed innovative spectacles to reduce the progression of myopia in children, and our joint venture with EssilorLuxottica will leverage our shared expertise and global leadership in myopia management to accelerate the commercialization of these spectacles around the world. We're now working through the typical regulatory requirements to form the JV, and we started developing launch plans in certain markets as we await the two-year clinical data, which will be out in the next couple of months. The SightGlass technology is a great complement to our existing myopia management portfolio of contact lenses. And working with a great partner like EssilorLuxottica will accelerate growth of the entire pediatric vision marketplace. More to follow on this exciting opportunity as we continue making progress. To wrap up on myopia management, we're at the forefront of an extremely exciting global pediatric opportunity. This market is in its infancy, but the growth is exciting, and having the only FDA-approved product in MiSight has been a game-changer. We're continuing to invest in sales and marketing programs and new launches, regulatory approvals and R&D to keep driving adoption on a global basis. Proactively addressing the progression of myopia in pediatric patients offers immediate visual correction, along with many long-term health benefits, such as reducing the risk of serious eye disease later in life, such as retinal detachment, cataracts and glaucoma. So, this effort is important, and it's why so many eye care professionals are getting involved and strongly supporting this activity. To conclude on vision, let me add that the continuing rollout of vaccines will definitely benefit us given the consumer nature of our business. In the near term, we expect better foot traffic in retail outlets, especially malls, along with increasing service capacity and better staffing attendance in optometry offices. We also expect a strong back-to-school season as in-person learning returns around the world. On a longer-term basis, our growth drivers remain strong and are likely improving with the macro trend of people spending more time on electronic devices. It's estimated that roughly one-third of the world is currently myopic, and that's expected to increase to 50% by 2050. Combining this trend with a continuing shift to daily silicones, geographic expansion and growth in torics and multifocals, our industry has a very bright future. For CooperVision, our robust product portfolio, active product launch activity, momentum with myopia management and strong new fit data puts us in a great position for long-term sustainable growth. We had a very strong quarter led by Paragard and fertility. Overall revenues were 174 million, up a healthy 7% as markets rebounded and we took share. I'm really excited about the state of CooperSurgical right now under the fantastic leadership of Holly and our team, and the future looks extremely bright. Revenues grew 10% year over year to 70 million with strikes seen around the world and throughout our product portfolio. We're taking share, and we're well positioned for future gains with improving traction in our key accounts. One of the strengths of our fertility business is our broad product portfolio, which essentially covers the full spectrum of fertility clinics' needs outside of pharma products. We've done a great job cross-selling and building relationships with the larger clinics around the world, and this has resulted in solid growth in areas ranging from consumable products like pipettes, media and RI Witness, our RFID lab-based management system that I discussed last quarter, to equipment such as incubators and workstations to genetic testing. From a market perspective, COVID is still negatively impacting patient flow, and some important countries like India are still significantly hampered, but we're definitely seeing a pickup in activity. In the meantime, we're taking market share, and we expect that to continue. Overall, the fertility market has extremely positive long-term macro growth trends, and we're well positioned to capitalize on these trends to drive growth. Within our office and surgical unit, we were up 5% led by Paragard's growth of 16%. As the only 100% hormone-free IUD in the U.S. market, the product offers a fantastic, long-lasting birth control option that addresses the needs and interest of women looking for a healthy alternative. We're very bullish on Paragard right now and believe we'll continue posting solid growth this year. Elsewhere, we've seen deferred elective procedures steadily rescheduled, and our medical device sales have improved. Several of our focus products grew in the quarter, including Endosee Advance, our direct visualization system for evaluation of the endometrial, INSORB, our patented surgical skin closure device, and our portfolio of uterine manipulators. We made great progress over the past several years, and we have a lot of exciting things happening today. We just completed an ESG materiality assessment to ensure we stay focused on the right areas, and my passion and commitment to this type of work remains very strong. If anyone has any questions or interest in our ESG efforts, please reach out and let's connect. Our fourth-quarter consolidated revenues increased 5% year over year, or 3% in constant currency to $681 million. Consolidated gross margin increased 50 basis points year over year to 67.8%. This improvement was driven by strength in CooperSurgical with higher-margin Paragard and fertility consumable products performing extremely well, along with favorable currency. Moving forward, we're in excellent shape to continue delivering solid gross margins. We completed our manufacturing restructuring activity in Q1, so we're well positioned for the current environment, along with being ready to efficiently ramp up quickly as demand continues to rebound. We still have absorption-related inefficiencies, but we expect those to go away with sales growth. Opex was up only 2.1% year over year as we kept expenses under control. This resulted in consolidated operating margins of 26.9%, up nicely from 25% last year. This performance exceeded expectations, and we expect to continue posting strong results, balancing expense control against investment opportunities that we see within our business, particularly within myopia management. Interest expense for the quarter was $6.4 million driven by lower rates and lower average debt, and the effective tax rate was 11.3%. Non-GAAP earnings per share was $3.17 with roughly 49.7 million average shares outstanding. Free cash flow was solid at $92 million comprised of $148 million of operating cash flow, offset by $56 million of capex. Net debt increased slightly to $1.7 billion, while our adjusted leverage ratio decreased to 2.1 times with improving EBITDA. And finally, we repurchased $25 million worth of stock this past quarter at an average price of $357 per share. In addition to our strong operational performance, we completed several tuck-in acquisitions recently. During the quarter, we acquired Embryo Options to add a cryo storage software solution to our fertility portfolio, allowing clinics to automate the management of cryopreserved embryos, eggs and sperm. The business did $4.7 million in sales last year and added $500,000 in revenue in our Q1. Within CooperVision, as Al mentioned, we acquired the remaining 80% stake of SightGlass Vision in January for $41 million in cash plus aggregate potential earn-outs of up to $139 million based on revenue milestones and regulatory approvals. After the close of the quarter, we entered into an agreement to form a 50-50 joint venture with EssilorLuxottica that we hope to close soon. Also subsequent to quarter end, we closed two more tuck-in deals at CooperSurgical. The first was the GA Medical, a pre-revenue manufacturer of an in-office water vapor ablation system that will launch shortly, and Safe Obstetric Systems, owner of Fetal Pillow, a balloon device used during c-sections to make the delivery less traumatic for the mother and baby. The business did $4.4 million in sales last year. And we repurchased -- I'm sorry, we purchased it for $52 million in cash plus a potential earn-out of up to $14 million. This is directly tied to the tax item I discussed last quarter where CooperVision's intellectual property and related assets were transferred to the U.K. in November 2020. For non-GAAP purposes, we adjusted for this activity and will continue doing so moving forward. We continue to monitor and evaluate the scope, duration and impact of the ongoing COVID-19 pandemic on our operations and financial results. While we still view resurgences as a significant risk factor, our visibility has improved. So, we're now providing full-year 2021 guidance to provide a better feel for our expected upcoming performance, including our anticipated myopia management investments. The guidance includes consolidated revenues of 2.8 to 2.845 billion, up 15 to 17%, or up 12 to 14% in constant currency, with CooperVision revenues of 2.090 to 2.120 billion, up 13 to 15%, or up 9 to 11% and in constant currency, and CooperSurgical revenues of 710 to 725 million, up 21 to 23%, or 19 to 22% in constant currency. Non-GAAP earnings per share is expected to be in the range of $12.90 to $13.10. Lastly, on free cash flow, we now expect to approach 500 million this year as operating cash flow improves, and capex reduces. ","q1 non-gaap earnings per share $3.17. sees fiscal 2021 non-gaap diluted earnings per share $12.90 - $13.10. " "I'm Rebecca Gardy, Vice President of Investor Relations. A transcript of this earnings conference call will be available within 24 hours at investor. These statements rely on assumptions and estimates, which could be inaccurate and are subject to risk. On Slide 4, you will see today's agenda. With us on the call today are Mark Clouse, Campbell's President and CEO and Chief Financial Officer, Mick Beekhuizen. Mark will share his overall thoughts on our third quarter performance and our end market performance by division. Mick will discuss the financial results of the quarter in more detail and review our guidance for the full year fiscal 2021. Mark will then make some closing remarks before moving to an analyst Q&A. Throughout the last year, we rallied through the pandemic and made decisions focused on prioritizing the safety and well-being of our employees while meeting the needs of our customers and consumers. This approach has served us well over the past 15 months as we progressed our strategy in a volatile operating environment. Our team pulled together, we executed with excellence, and we delivered strong results. However, you will also have seen the continued strength in-market on market shares underpinned by healthy retention of new and younger households and the full recovery of distribution levels. We did face a significant inflationary environment in the quarter as well as shorter-term increases in supply chain costs. We anticipated the vast majority of these drivers, but in certain areas, the pressures intensified especially around inflation and some of the transitional costs moving out of the COVID-19 environment. We are confident that we can address these issues and we have plans and pricing already in place as we exit the fiscal year and enter fiscal 2022. Our confidence is further strengthened by our continued in-market momentum and the structural health of our business and brands. I will first review our results and then share the context and actions we are taking to address these challenges and the improving trajectory we expect for the rest of the year as we head into fiscal 2022. As we outlined during our second quarter earnings call, we expected this would be a challenging quarter and we recognize that there would be headwinds as we lap the peak of COVID-19 demand, manage the volatility of current market dynamics, and continue to navigate our own transformation agenda. We delivered sales of $1.98 billion, in line with our expectations as we cycled a 17% organic growth comparison to a year ago. Our sales results benefited from the continued momentum of our Snacks power brands and our U.S. retail products in our Meals & Beverage division as well as the early signs of recovery from our foodservice business. Importantly, our brands remain strong with nearly three-quarters of our portfolio gaining or holding share in the quarter. In our core categories, most of our brands grew at higher rates than pre-pandemic levels and our brand consumption on a two-year comparison grew 9%. These results were driven by our decision to invest in supply and service while preserving brand investments with advertising and consumer promotion expense as a percentage of net sales comparable to last year. Looking ahead, we expect organic sales in the fourth quarter to decline versus last year as the COVID-19 lap continues. We do expect a sequential improvement from the third quarter as the comparison to prior year eases a bit and our foodservice business continues to recover. From a margin perspective, our decline versus prior year excluding the net benefit from mark-to-market adjustments on outstanding commodity hedges stemmed from certain headwinds, which are grouped into three main bucket. First, external factors were larger than we had anticipated. We, like others, face pronounced inflation related primarily to steeply higher transportation costs, some of which was an outcome from the strain of the Texas winter storms on supply chain logistics and the closure of our Paris, Texas facility for two weeks. These factors partially offset by our productivity improvements reflect about a third of the gross margin erosion in the third quarter and will continue into fiscal 2022. We currently expect the benefit from pricing actions we have put in place across our portfolio and our strong productivity plans to mitigate this inflation pressure in fiscal 2022 while we remain vigilant monitoring the ongoing dynamic nature of the current environment. The second bucket I would characterize as transitional items that we are working our way through as we move out of the COVID-19 environment and fully recover on supply. This includes areas like lower fixed cost leverage as we lap the year ago elevated levels of demand, sustain labor challenges and added investment in higher cost co-manufacturers to recover fully on supply. We had factored these pressures into our plans, but in some cases, they were more significant than anticipated as either the time to recover or the magnitude of the impact were greater than expected. These transitional costs reflect about half of our gross margin erosion in the quarter and while we expect the impact of these costs to moderate into the fourth quarter, they will continue to add pressure as we fully cycle the COVID-19 environment. The third bucket is execution related to the high degree of transformation we have under way in our Snacks division. Throughout my time at Campbell, we have taken significant steps to improve our execution as we have steadily advanced our agenda. However, this quarter, the convergence of multiple transformation efforts including systems, logistics, and capacity all put additional executional pressure on the business in a tough third quarter environment. We have already taken decisive actions to allocate more resources and better phase projects to address these issues. We do not expect these elements will have a material impact on the fourth quarter and more importantly, they do not alter our long-term expectations for the Snacks margin expansion opportunity we highlighted last quarter and will share in greater detail during our Investor Day later this year. Although all of these headwinds put pressure on our near-end performance, they do not represent structural issues and we remain confident in our strategic plans. As a result of the third quarter pressures on margin, adjusted earnings per share came in lower than we expected at $0.57. As Mick will discuss in more depth, we are updating our guidance accordingly. Turning to our division performance, let me begin with Meals & Beverages. Our net sales decline of 14% and in-market performance of minus 24% in the third quarter reflect lapping the historically high consumption levels that we experienced during the onset of the pandemic last year. On a two-year basis, we had net sales momentum in key categories with share gains over prior year in condensed soups, ready-to-serve soups, Swanson broth, Prego, and Pacific Foods. Compared to the third quarter of fiscal 2019, we delivered strong consumption growth of 9% against organic net sales growth of 3% with the gap driven by our foodservice business, which continued to recover as governments gradually eased on-site dining restrictions in some markets. Overall, as we have invested in our service levels, they are stabilizing and we are now in a better position on supply across the division. We have restored the shelf in the majority of our categories and our share of total points of distribution is consistent with pre-COVID-19 levels across U.S. soup, Prego, and V8 beverages. In-market consumption for soup was strong versus two years ago growing at 9% and gaining dollar share. We delivered record share growth in U.S. soup of nearly 2 points driven by condensed soups, Swanson broth, Chunky, and Pacific Foods. We also made significant progress on the retention of new households since the onset of the pandemic. Soup gained dollar share in all three categories with millennials driving strong growth in condensed cooking, broth, and ready-to-serve soup. We are confident that the brand investments made are working as buyers and buy rate remain elevated compared to pre-COVID-19 levels. We continue to be encouraged by the sustainment of quick scratch cooking behaviors and in-home eating occasions even as COVID-19 restrictions are lifted. In fact, condensed delivered its ninth consecutive quarter of dollar share gains growing share nearly 3 points. Notably with millennial consumers, condensed grew share by nearly 4 points. Within ready-to-serve, Chunky delivered double-digit in-market consumption growth on a two-year basis. Pacific Foods continued to be a powerful growth engine within our soup portfolio with in-market consumption growth of nearly 30% on a two-year basis and continued share gains versus prior year, marking its sixth consecutive quarter of share improvement. On Swanson broth, as we invested to restore distribution and service, we increased share by nearly 2 points versus prior year. On a two-year basis, we grew household penetration by more than a point and saw higher repeat rates on our brand. Prego delivered its 24th consecutive month with the Number 1 share position in the Italian sauce category and achieved its strongest share gain in over three years. Compared to pre-pandemic levels, we are seeing strong repeat rates and buyer retention on this brand as well as strong resonance with millennial consumers. Overall, the Meals & Beverages division delivered a strong in-market quarter against difficult comparisons with share gains in key categories especially among younger consumers, TPD [Phonetic] gains and improved service levels continuing to support our confidence that it will emerge from the pandemic in a stronger position. Let's now turn to Snacks where our power brands continue to fuel performance with in-market consumption growth of 14% on a two-year basis despite being down 5% year-over-year. On a two-year basis, total Snacks consumption grew 10% against organic net sales growth of 3% with the gap driven by the decline in our partner brands and continued pressure in the convenience channels. We grew share on many of our power brands over prior year and repeat rates on seven of nine power brands are ahead of pre-COVID-19 levels. We delivered our fifth consecutive quarter of share growth on Late July Snacks, Kettle Brand potato chips, Snack Factory Pretzel Crisps, and Lance sandwich crackers. On a two-year comparison within the power brands, our salty snack brands grew in-market consumption nearly 20% and increased household penetration across the majority of these brands. Our Pepperidge Farm Farmhouse products also continued to deliver exceptional results with in-market consumption growth of 9% on top of the prior year increase. Turning to Goldfish, we returned to share growth, increasing by more than 1 point compared to prior year. This was in part due to an improved performance on multi-packs, continued momentum on Flavor Blasted Goldfish, and new broadened digital activation. We also exited the quarter with early momentum from the launch of limited edition Frank's RedHot Goldfish. Turning to Slide 12, as Mark just shared, our third quarter results were impacted by last year's demand surge related to the start of the COVID-19 pandemic as well as the gross margin impact due to pronounced inflation, our transition out of the COVID-19 environment, and some executional pressure as we continued to advance our transformation agenda primarily in our Snacks division. During the quarter, organic net sales declined 12% and adjusted EBIT decreased 27% driven by lower sales volume and a lower adjusted gross margin partially offset by lower marketing and selling expenses. Adjusted earnings per share from continuing operations decreased 31% to $0.57 per share primarily reflecting the decrease in adjusted EBIT. Year-to-date, our organic net sales increased 1% driven by lower promotional spending in both divisions. Meals & Beverages increased 1% mainly driven by growth in U.S. soup and V8 beverage offset by declines in foodservice. In Snacks, organic net sales were flat as declines in Lance sandwich crackers and in partner brands within the Snyder's-Lance portfolio were offset by gains in our salty snacks portfolio and our fresh bakery products. Year-to-date adjusted EBIT of $1.14 billion was comparable to prior year as a lower adjusted gross margin and increased adjusted administrative expenses were offset by lower adjusted marketing and selling expenses, higher adjusted other income and sales volume gains. Within marketing and selling expenses, lower selling and other marketing costs were partially offset by a 3% increase in advertising and consumer promotion expense or A&C. Year-to-date, our adjusted EBIT margin was 17.2% compared to 17.3% in the prior year. Adjusted earnings per share from continuing operations increased 4% to $2.43 per share primarily reflecting lower adjusted net interest expense. I'll review in the next couple of slides our third quarter results in more detail and provide revised guidance for the remainder of fiscal 2021 reflecting these results and our expectation for sustained inflationary pressures through the remainder of the year. Our organic net sales decreased 12% during the quarter lapping the prior year organic net sales increase of 17% when the demand for at-home consumption surged at the onset of the COVID-19 pandemic. Compared to the third quarter of fiscal 2019, organic net sales grew 3%. Our adjusted gross margin decreased by 290 basis points in the third quarter from 34.7% to 31.8%. On the slide, you'll see the various items bridging the year-over-year change in our overall gross margin. Now let me tie it back to Mark's earlier comments, which excludes the 250 basis points net benefit from mark-to-market adjustments on outstanding commodity hedges included in inflation and other in the bridge. First, external factors led to about one-third of the year-over-year decrease in margin. These external factors included approximately 290 basis points of inflation and some temporary disruption from the Texas storm back in February, both reflected in inflation and other in the bridge. Cost inflation was approximately 4% on a rate basis, which was higher than anticipated largely driven by freight rates. Partially offsetting these headwinds was our ongoing supply chain productivity program, which contributed 150 basis points to gross margin and included initiatives among others within procurement and logistics optimization. Second, headwinds related to our transition into the post COVID-19 operating environment represented about half of the gross margin decline as we transitioned from last year's demand surge, mix, and operating leverage. Each had an approximate 110 basis point negative impact on gross margin in the third quarter. Net pricing drove a positive 30 basis point improvement. The remainder were incremental other supply chain costs within inflation and other such as increased costs associated with co-manufacturing to support supply and distribution recovery. Third, executional challenges, which represented the remainder of the decline were mostly incremental other supply chain costs within inflation and other. These costs were mainly related to the transformation of our Snacks division and were partially offset by our cost savings program, which added 60 basis points to our gross margin. Moving on to other operating items, marketing and selling expenses decreased $37 million or 15% in the quarter. This decrease was driven by lower A&C, lower incentive compensation, lower selling expenses and the benefits of cost savings initiatives. Overall, our marketing and selling expenses represented 10.2% of net sales during the quarter compared to 10.7% last year. As a percentage of net sales, total A&C was comparable to the prior year quarter. Adjusted administrative expenses decreased $2 million or 1% driven primarily by lower incentive compensation partially offset by higher benefit related costs. Adjusted administrative expenses represented 7.2% of [Technical Issues] an 80 basis point increase compared to last year. Moving to the next slide, we have continued to successfully deliver against our multi-year enterprise cost savings initiatives. This quarter, we achieved $20 million in incremental year-over-year savings resulting in year-to-date savings of $55 million. We expect an additional $20 million in the fourth quarter to deliver an aggregate $75 million of cost savings for the fiscal year with the majority of the savings from the Snyder's-Lance integration. We remain on track to deliver our cumulative savings target of $850 million by the end of fiscal 2022. On Slide 17, we are providing a total company adjusted EBIT bridge to summarize the key drivers of performance this quarter. As previously mentioned, adjusted EBIT declined by 27%. The previously mentioned net sales decline resulted in a $88 million dollar EBIT headwind while the 290 basis point gross margin decline resulted in a $58 million EBIT headwind. Both were partially offset by lower marketing and selling expenses. Overall, our adjusted EBIT margin decreased year-over-year by 290 basis points to 14.3%. The following chart breaks down our adjusted earnings per share growth between our operating performance and below the line items. Adjusted earnings per share decreased $0.26 from $0.83 in the prior year quarter to $0.57 per share due to the negative $0.26 impact of adjusted EBIT as slightly lower interest expense was offset by slightly higher adjusted taxes. In Meals & Beverages, organic net sales decreased 15% to $1 billion primarily due to declines across U.S. retail products, including U.S. soup and Prego pasta sauces as well as declines in Canada and foodservice. Sales of U.S. soup decreased 21% due to volume declines in condensed soup, ready-to-serve soups, and broth lapping a 35% increase in the prior year quarter. For Meals & Beverages, volume decreased in U.S. retail driven by lapping increased demand of food purchases for at-home consumption at the onset of the COVID-19 pandemic in the prior year quarter when organic net sales increased 21%. Compared to the third quarter of fiscal 2019, organic net sales in Meals & Beverages grew 3%. Operating earnings for Meals & Beverages decreased 35% to $179 million. The decrease was primarily due to sales following [Phonetic] declines and a lower gross margin partially offset by lower marketing and selling expenses. The lower gross margin resulted from higher cost inflation including higher freight costs, other supply chain costs such as external sourcing and the weather-related disruption at the beginning of the quarter, reduced operating leverage and unfavorable product mix partially offset by the benefits of supply chain productivity improvements. Overall within our Meals & Beverages division, the operating margin decreased year-over-year by 550 basis points to 17.2%. Within Snacks, organic net sales decreased 8% driven by volume declines within our salty snacks portfolio including Pop Secret popcorn, Cape Cod potato chips, and Snyder's of Hanover pretzels as well as in Lance sandwich crackers, partner brands and fresh bakery. Volume declines were partially driven by lapping increased demand of food purchases for at-home consumption at the onset of the COVID-19 pandemic in the prior year quarter when organic net sales increased 12%. Compared to the third quarter of fiscal 2019, Snacks organic net sales grew 3%. Operating earnings for Snacks decreased 29% for the quarter driven by a lower gross margin and sales volume declines partially offset by lower marketing and selling expenses and lower administrative expenses. The lower gross margin resulted from higher cost inflation and other supply chain costs, reduced operating leverage, and unfavorable product mix partially offset by the benefits of supply chain productivity improvements. Overall within our Snacks division, the operating margin decreased year-over-year by 350 basis points to 11.5%. I'll now turn to our cash flow and liquidity. Fiscal year-to-date cash flow from operations decreased from $1.1 billion in the prior year to $881 million primarily due to changes in working capital, principally from lower accrued liabilities and lapping significant benefits in accounts payable in the prior year. Our year-to-date cash for investing activities were largely reflective of the cash outlay for capital expenditures of $190 million, which was $30 million lower than the prior year primarily driven by discontinued operations. Our year-to-date cash outflows for financing activities were $1.4 billion, reflecting cash outlays due to dividends paid of $327 million. Additionally, we reduced our debt by $1 billion [Phonetic]. We ended the quarter with cash and cash equivalents of $209 million. The company's March 2017 strategic share repurchase program remains suspended. In the fourth quarter, we expect more pronounced inflationary pressures to negatively impact margins while pricing actions take hold in the beginning of fiscal 2022. In addition, although we expect to make progress on the transition into the post COVID-19 environment, it will remain a headwind from a margin perspective. While we expect gross margin headwinds to persist through the fourth quarter, we expect a sequential improvement of our EBIT margin relative to prior year due to easier comparables, improved execution, and normalizing marketing investments. We expect net sales for fiscal 2021 to decline 3.5% to 3%. Excluding the impact from the 53rd week in fiscal 2020 and the impact of the European chips and Plum divestitures, we expect organic net sales to decline 1.2% to minus 0.7%. To put our fiscal 2021 organic net sales guidance into perspective at the midpoint of our guidance range, we expect fiscal 2021 to be 6% above fiscal 2019. We expect adjusted EBIT of minus 5% to minus 4%. We expect net interest expense of $210 [Phonetic] million to $215 [Phonetic] million and an adjusted effective tax rate of approximately 24%. As a result, we expect adjusted earnings per share of $2.90 to $2.93 per share, representing a year-over-year decline of minus 2% to minus 1% to the prior year. The earnings per share impact of the 53rd week in fiscal 2020 was estimated to be $0.04 per share. To put our fiscal 2021 earnings per share guidance into perspective at the midpoint of our guidance range, we expect fiscal 2021 to be in line with fiscal 2020 considering the impact of the 53rd week and 27% above fiscal 2019 adjusted EPS. Regarding capital expenditures, we now expect to spend approximately $300 million for the full year, which is below previous expectations driven by the impact from COVID-19 on the operating environment. In closing, I want to reiterate Mark's conviction in the long-term performance of Campbell. We are working diligently to deliver the results we know we are capable of delivering and I remain optimistic about our strategy, our team, and the underlying strength of our brands. In closing, we expected this to be a challenging quarter for the company, but it was made even tougher by several additional factors. However, we do not see these challenges as structural nor do they temper in any way our confidence in the transformation we are implementing at Campbell. We knew this would not be simple and we remain confident in how we are responding and the actions already under way. Finally, and most importantly for the long-term health of our business is the progress we are making on our categories and brands and the overwhelmingly positive indicators that we are seeing from consumers and customers. We will address the inflation and execution and as we continue to demonstrate sustainable growth, we will unlock Campbell's full potential. ","compname says q3 adjusted earnings per share $0.57 from continuing operations excluding items. q3 adjusted earnings per share $0.57 from continuing operations excluding items. updates full-year fiscal 2021 guidance. qtrly reported net sales $1.98 billion versus $2.24 billion. sees fy 2021 net sales down 3.5% to down 3.0%. qtrly organic net sales decreased 12% from prior year. sees fy 2021 adjusted earnings per share $2.90 to $2.93. authorized anti-dilutive share repurchase program of up to $250 million to offset dilution from shares issued under stock compensation programs. remains on track to deliver annualized savings of $850 million by end of fiscal 2022. in q4, expects continued margin pressure related to transition out of covid-19 environment. " "I'm Rebecca Gardy, Head of Investor Relations at Campbell Soup Company. Today's remarks have been prerecorded. These statements rely on assumptions and estimates, which could be inaccurate and are subject to risk. On Slide 4, you will see today's agenda. Mark will share his overall thoughts on our fourth quarter and full year performance, as well as end market performance by division. Mick will discuss the financial results of the quarter and the year in more detail and then provide our guidance for the full year fiscal 2022. In fiscal 2021, the pandemic continued to present challenges across North America. But I am so proud of how our teams, particularly our front-line and supply chain teams adapted and rallied to keep each other safe and meet the sustained demand for our products. On behalf of the entire Campbell leadership team, I am deeply grateful for their dedication and we continue to make their safety and well-being paramount as they work to meet the needs of our customers, consumers and our communities. As difficult and complex as this time has been, it has also been an extraordinary period for Campbell, and we've made clear meaningful progress advancing our strategic plan. We've evolved into a different company, one that is stronger, more agile and with growing more relevant brands that are better positioned for the future. For the full year, I'm pleased to report that Campbell's organic net sales were comparable to fiscal 2020 and grew 3% on a two-year compounded annual growth basis driven by both divisions, reflecting strong end market performance. In fact, three quarters of our portfolio grew or held market share for the year, reflecting our continued momentum. Adjusted EBIT lagged fiscal 2020 as we lapped dramatic scale and efficiency from a year ago, and navigated a much higher inflationary environment this year. However, on a two-year CAGR, adjusted EBIT grew 5% and adjusted earnings per share grew 14% as we de-levered and improved our balance sheet. Turning to Slide 7, full-year organic net sales were comparable to prior year, which included a positive fourth quarter finish to fiscal 2021 in light of last year's remarkably strong performance. If you recall, our first half fiscal 2021 was driven by strong elevated end market performance as we continue to gain share and made steady progress on supply to restore the shelf. The third quarter reflected the challenging comparisons to the prior year as we cycle the demand surge that accompanied the onset of the COVID-19 pandemic and navigated several headwinds, including increased inflation and executional pressures in our Snacks division. In the fourth quarter, we delivered solid results ahead of our expectations across all three key metrics: net sales, adjusted EBIT and adjusted EPS, and addressed the executional pressures we experienced last quarter. Organic net sales declined 4% as we lapped a 12% growth than the prior year and delivered 4% growth on a two-year CAGR basis. Our fourth quarter performance accelerated relative to third quarter, driven by strong end market results, particularly in US Soup and Goldfish, and the continued recovery of our foodservice business. In Snacks, we delivered sequential operating margin improvement of 270 basis points versus the third quarter despite the continued industry wide supply chain challenges. An important barometer of the health of our brand portfolio is our end market performance. For the full year, 75% of our brands grew or held share versus the prior year, and the majority of our brands in our 13 core categories grew ahead of pre-COVID levels. To note, repeat rates on our brands in all core categories are ahead on a two-year basis. Total company in-market consumption was minus 1% compared to fiscal 2020, on a 52-week basis. Importantly, compared to the fiscal 2019 period, consumption grew 10%, driven equally by strength in both our Meals and Beverages and Snacks divisions, as we continue to make material advances in attracting and retaining consumers, especially the critical Millennial cohort. Turning to our division performance on slide 9, let me begin with Meals & Beverages. Our 4th quarter organic net sales decline of 9% and end market performance of minus 2% reflects cycling the partial inventory recovery and elevated consumption levels in the prior-year quarter. Compared to the fourth quarter of fiscal 2020, we continued to grow share in Swanson broth, condensed soup, Prego, ready to serve soup and Pacific Foods. On a two-year basis, we delivered strong consumption growth of 13% against organic net sales growth of 10%, narrowing the gap as our foodservice business continued to stabilize. On US Soup, we delivered another quarter of record share growth of nearly 2 points, with gains in all segments. This included gains from Swanson broth, condensed soup, Well Yes! and Slow Kettle driven by the continued recovery in our total points of distribution or TPDs. Our share of TPDs grew for the fourth consecutive quarter this year. US Soup two-year dollar sales growth of 16% in the fourth quarter exceeded the growth in total shelf stable meals and was just slightly behind total edible growth in that same time period. Household penetration and repeat rates remain elevated compared to pre-COVID levels. Condensed soup increased dollar share for the 10th consecutive quarter with the largest driver of share growth coming from condensed eating varieties as we nearly restored the full range of offerings to the shelf. As our ability to supply improved, we were also pleased to see household gains and ready to serve versus the prior year as a result of the shelf recovery, and favorable at-home consumption behaviors particularly for lunch occasions. Ready to serve end market consumption grew an impressive 21% on a two-year basis, led by Chunky, Slow Kettle and the successful relaunch of Well Yes! Pacific Foods continues to strengthen its position as the number one organic soup brand with the fourth quarter marking seven straight quarters of share gains in measured channels. We expanded distribution and have recovered the majority of our supply, while bringing in more millennials to the category than any other soup or broth brands. On Swanson broth, we increased our share by 3.7 points, our highest quarter of share growth in over three years, driven by our investment in supply recovery. This is important as it demonstrates the strength of the brand as we recovered lost share to lower priced players as our supply improved. Prego delivered its best year of dollar share gains in four years and maintained the number one share position for 27 consecutive months. The brand grew in market consumption on a two-year basis and delivered 5% growth over the prior year. Household penetration was elevated versus fiscal 2019 in every quarter and grew 1 points in the fourth quarter. Overall, the Meals & Beverages division delivered strong end market performance against difficult comparisons to the prior year and achieved share gains in key categories, particularly with millennials. On Slide 11, we are excited to share with you a glimpse into our Meals & Beverages innovation plans for fiscal 2022. Our new items focus on new occasions and relevant wellness trends, expanding on the relaunch of our better for you Well Yes! brand is the launch of Well Yes! Power Bowls with five unique varieties for both lunch and snack occasions. We have also expanded our successful Slow Kettle Crunch innovation with four varieties of Campbell's red and white Crunch including our iconic classic tomato soup with Goldfish toppings. On our Pacific Foods business, we are launching additional plant-based products, including creamy oat milk soups and creamy plant based protein broths. Finally, if you haven't tried the new chunky spicy chicken noodle it's fantastic and brings variety to the critical at-home lunch occasion. In addition to our relevant and consumer-driven innovation, another element of our winning soup strategy is a refresh of our Campbell's condensed soup. We are contemporizing the brand to better match our growing millennial consumer base, while improving the product and its shopability as we continue to support our positioning as a starting point for delicious meals. We also have continued our journey of simplifying our ingredient lines and improving quality. It's always tricky when looking to evolve such an iconic design and product but our new graphics and improved ingredient line strike the right balance and have been met with a very positive customer and consumer response. Let's now turn to Snacks. This quarter was the second highest 13-week quarter of net sales for the Snacks division since the Snyder's-Lance acquisition. Organic net sales grew 1% over the prior year quarter and 7% on a two-year basis. In-market performance declined only 1% year-over-year, but grew 11% on a two-year basis. Turning to our Snacks Power brands, which continue to fuel performance with in-market consumption growth of 2% this fiscal year and 15% on a two-year basis driven by double-digit consumption growth in the majority of our brands. Compared to the prior year, we grew share on many of our power brands, most notably Cape Cod potato chips, Snack Factory Pretzel Crisps, Goldfish Crackers and Late July snacks. Compared to pre-COVID levels, household penetration remains elevated and repeat rates are higher on all Power brands. Turning to Goldfish, we delivered sustained share growth, increasing for a second quarter in a row by more than 1 point compared to this time last year. On a one and two-year basis, Goldfish delivered strong results including double-digit consumption growth, increased household penetration and higher repeat rates. This solid performance on Goldfish was due in part to the successful launch of limited edition Goldfish Frank's RedHot crackers. Additionally, the reinstatement of promotions improved performance on multi-packs and an effective marketing campaign contributed to our strong results. We are excited to continue to introduce on trend limited editions on Goldfish with the launch of this week of Goldfish Jalapeno Popper and plans for additional innovation later this fiscal year. Entering the fourth quarter amid rising inflation, labor shortages and some executional pressures, we better focused our agenda in the Snacks division, driving operational excellence and allocating additional resources throughout the supply chain network. We are very pleased with the speed and progress we have made to address the executional pressures we experienced in the third quarter. We head into fiscal 2022 with a stronger foundation and confidence we can continue our significant transformation on this important business. On Slide 17, we do expect the challenging environment in fiscal 2022 as COVID persists and inflation in labor availability remain highly volatile. However, we also anticipate our effective pricing actions, supply chain productivity programs and cost savings initiatives to be significant offsets, resulting in an improvement in the second half of the fiscal year relative to the prior year and exiting fiscal 2022 with momentum, as we continue to make progress on our strategic plan. Mick will provide more details on our fiscal 2022 outlook and assumptions in a moment. Turning to Slide 19 for the fourth quarter organic net sales, which excludes the impact from the additional week and the impact of the sale of the Plum baby food and snacks business declined 4% as we cycled both the elevated demand in food purchases for at-home consumption, and a partial retailer inventory recovery in the prior year. Compared to the fourth quarter of fiscal 2019, which we view to be more meaningful given the COVID-19 impact to prior year, organic net sales increased 4% on a two-year CAGR. Adjusted EBIT decreased 13% compared to prior year, to $267 million driven by lower sales volume, including the impact of the additional week in the prior year quarter and a lower adjusted gross margin, partially offset by lower adjusted marketing and selling expenses and lower adjusted administrative expenses. Our adjusted EBIT margin was 14.3% compared to 14.6% in the prior year. Adjusted earnings per share from continuing operations decreased $0.08 or 13% versus prior year to $0.55 per share, partially driven by the estimated $0.04 contribution from the additional week in fiscal 2020. For the full-year organic net sales, which excludes the impact from the additional week, divestitures hence the impact of currency were comparable to the prior year and grew 3% compared to fiscal 2019 on a two-year CAGR basis. Compared to prior year, Meals & Beverages organic net sales decreased 1% driven by declines in foodservice, partially offset by growth in V8 beverages. In Snacks, organic net sales were flat, as gains in our salty snacks portfolio including Late July snacks and Snack Factory Pretzel Crisps and in Goldfish crackers were offset by declines in Lance sandwich crackers and in partner brands within the Snyder's-Lance portfolio. Full-year adjusted EBIT decreased 3% versus the prior year to $1.4 billion. The decline reflected lower adjusted gross margin and lower sales volume, including the impact of prior year's additional week, partially offset by lower adjusted marketing and selling expenses and higher adjusted other income. Our marketing and selling expenses represented 9.6% of net sales compared to 10.9% last year. Full year 2021 adjusted EBIT margin was 16.6% compared to 16.7% in the prior year. Full year adjusted earnings per share from continuing operation increased 1% to $2.98 per share. On the next slide, I'll break down our net sales performance for the fourth quarter. Organic net sales decreased 4% during the quarter lapping an increase of 12% in the prior year quarter when the demand for at-home consumption remained elevated and retailers partially recovered on the inventory. The organic net sales decline was driven by a 5 points headwind due to volume declines, partially offset by favorable price and sales allowances and lower promotional spending, which each drove a 1 point gain in the quarter. The impact of one last week in the quarter subtracted 7 points and the recent sale of Plum subtracted 1 point. All in, our reported net sales declined to 11% from the prior year stronger than anticipated as in-market demand remained elevated. Turning to Slide 22, our fourth quarter adjusted gross margin decreased by 420 basis points from 35.6% last year to 31.4% this year, which was generally consistent with our expectations. Mix and operating leverage had a negative impact of approximately 70 basis points and 40 basis points respectively on gross margin, as we continue to transition from last year's elevated demand. Net pricing drove a 100 basis point improvement due to lower levels of promotional spending in the quarter as well as favorable price and sales allowances, which do not yet reflect the price increases effective first quarter of fiscal 2022. Inflation and other factors had a negative impact of 640 basis points with slightly more than half of the decline driven by cost inflation as overall input prices on a rate basis increased by approximately 5%. The remaining impact was driven by higher other supply chain costs largely due to last year's manufacturing cost efficiencies related to a higher production levels to service the elevated demand, as well as lower mark-to-market gains on outstanding commodity hedges, partially offset by lower COVID-19 related costs. Our ongoing supply chain productivity program contributed 150 basis points to gross margin, partially offsetting these inflationary headwinds. Our cost savings program, which is incremental to our ongoing supply chain productivity program added 80 basis points to our gross margin. Moving on to other operating items, adjusted marketing and selling expenses decreased $91 million or 34% in the quarter on a year-over-year basis. This decrease was driven by lower advertising and consumer promotion expense, lower selling expenses and lower marketing overhead costs. A&C declined 52% reflecting our elevated pandemic driven level of investment in the prior year to attract and retain new households. However A&C was comparable to the fourth quarter of fiscal 2019. Overall, our adjusted marketing and selling expenses represented 9.3% of net sales during the quarter, a 330 basis point decrease compared to last year. Adjusted administrative expenses decreased $30 million or 18% with approximately one-half of the decrease, driven by the estimated impact of the additional week in the prior year quarter. The balance of the decrease reflected lower general administrative costs, higher charitable contributions in the prior year and benefits associated with our cost savings initiatives, partially offset by higher IT costs. Adjusted administrative expenses represented 7.4% of net sales during the quarter, a 60 basis point decrease compared to last year. Moving to the next slide, we have continued to successfully deliver against our multi-year enterprise cost savings initiatives. This quarter, we achieved $25 million in incremental year-over-year savings, which came in ahead of our expectations, resulting in full-year savings of $80 million, with the majority of the savings from the Snyder's-Lance integration. We remain on track to deliver our cumulative savings target of $850 million by the end of fiscal 2022. On slide 25, we are providing a total company adjusted EBIT bridge to summarize the key drivers of performance this quarter. As previously mentioned, adjusted EBIT declined by 13% as the net sales decline, including the impact of the additional week in the prior year quarter and the 420 basis point gross margin contraction resulted in a $84 million and $77 million EBIT headwind respectively. Partially offsetting this was lower adjusted marketing and selling expenses, contributing 330 basis points to adjusted EBIT margin and lower adjusted administrative and R&D expenses contributing 50 basis points. The estimated impact to EBIT from the additional week in fiscal 2020 was $22 million. Overall, our adjusted EBIT margin decreased year-over-year by only 30 basis points to 14.3%. The following chart breaks down our adjusted earnings per share change between our operating performance and below the line items, a $0.10 impact of lower adjusted EBIT and a $0.01 impact of higher adjusted taxes, partially offset by a $0.03 favorable impact from lower interest expense resulted in better than expected adjusted earnings per share of $0.55, down $0.08 from $0.63 per share in the prior year, of which an estimated $0.04 was driven by the additional week in fiscal 2020. In Meals & Beverages, declines across US retail products, including US Soup, Prego pasta sauces and Pace Mexican sauces led to a 9% decrease in fourth quarter organic net sales compared to the prior year. The decline was driven by volume decreases in US retail due to last year's partial retail inventory recovery and increased demand of food purchases for at-home consumption in the prior year quarter. However for the comparable period in fiscal 2019, organic net sales increased 10%. In the fourth quarter of fiscal 2021, sales of US Soups decreased 21%, 7 points of which were driven by the additional week in the prior year, while at the same time cycling a 52% increase in the prior year quarter. Operating earnings for Meals & Beverages decreased 30% to $129 million. The decrease was primarily due to sales volume declines including the additional week and a lower gross margin, partially offset by lower marketing and selling expenses as well as lower administrative expenses. The lower gross margin resulted from higher other supply chain costs net of lower COVID-19 related costs, higher cost inflation, including higher freight costs and ingredients and packaging inflation, and unfavorable product mix, partially offset by the benefits of supply chain productivity improvements. Overall within our Meals & Beverages division, fourth quarter operating margin decreased year-over-year by 290 basis points to 15.2%. Within Snacks, organic net sales increased 1% to $1 billion, driven by volume gains in Goldfish crackers and our salty snacks portfolio including Snack Factory Pretzel Crisps, Snyder's of Hanover pretzels, and Cape Cod potato chips, partially offset by declines in partner brands and fresh bakery, favorable price and sales allowances and lower promotional spending also contributed to sales growth. Compared to the fourth quarter of fiscal 2019, Snacks organic net sales grew 7%. Operating earnings for Snacks increased 7% for the quarter, driven by lower marketing and selling expenses, partially offset by sales volume declines, including the impact of the additional week and a lower gross margin. The lower gross margin resulted from higher cost inflation and other supply chain costs net of lower COVID-19 related costs, partially offset by the benefit of cost savings initiatives, supply chain productivity improvement, favorable price and sales allowances and lower promotional spending. Overall within our Snacks division, fourth quarter operating margin increased year-over-year by 170 basis points to 14.2%. I'll now turn to cash flow and liquidity. Fiscal 2021 cash flow from operations decreased from $1.4 billion in the prior year to $1 billion primarily due to changes in working capital, mostly from a significant increase in accounts payable in the prior year and lower accrued liabilities in the current year. Our year-to-date cash for investing activities was reflective of the cash outlay for capital expenditures of $275 million, which was slightly lower than the prior year driven by discontinued operations and the net proceeds from the sale of Plum. Our year-to-date cash outflows for financing activities were $1.7 billion, reflecting cash outlays due to dividends paid of $439 million as we continue to focus on delivering meaningful return of cash to our shareholders. Additionally, we reduced our debt by $1.2 billion. We ended the year with cash and cash equivalents of $69 million. In June, the Board authorized a $250 million anti-dilutive share repurchase program to offset the impact of dilution from shares issued under our stock compensation programs. The Company expects to fund the repurchase out of its existing cash flow generation. We expect to continue to uncertainty around the duration and effects of the pandemic on industry wide supply chain networks, resulting in accelerating inflationary pressures and a constrained labor market. We expect to partially mitigate these headwinds with well-executed pricing and planned productivity initiatives, as well as our cost savings program. First half margins, particularly in the first quarter will continue to be impacted by transitional headwind cycling prior year's elevated sales and scale efficiencies with comparisons easing in the second half of the fiscal year. We expect organic net sales to be minus 1% to plus 1%, adjusted EBIT of minus 8% to minus 5%, and adjusted earnings per share of minus 8% to minus 4% versus the fiscal 2021 results. Fiscal 2021 results include a $0.12 benefit from mark-to-market gains on outstanding commodity hedges and an approximate $0.02 adjusted earnings per share contribution from Plum. Importantly, when considering these items, the upper end of our fiscal 2022 adjusted earnings per share range is in line with fiscal 2021 performance. As you see on Slide 31, we expect core inflation for the year to be high single digits with a more pronounced impact in the second half of fiscal 2022, which we plan to address with price increases in trade optimization, supply chain productivity improvements and cost savings initiatives, and a continued focus on discretionary spending across the organization. Moving to additional assumptions, we expect ongoing supply chain productivity gains of approximately 2% to 3% for the year excluding the benefit of our cost savings program. As previously mentioned, we expect to continue to progress on our cost savings program and expect to deliver an incremental $45 million in fiscal 2022, keeping us on track to deliver $850 million by the end of the fiscal year. Additionally, we expect net interest expense of $190 million to $195 million and an adjusted effective tax rate of approximately 24%, which is largely in line with fiscal 2021. While cognizant of our current operating environment, we expect to continue to invest in the business, targeting capital expenditures of approximately $330 million, which includes carryover projects from fiscal 2021. Additionally, we expect the net of adjusted administrative expenses and adjusted other income to increase as a percentage of net sales, reflecting the planned information technology investments and related costs and the cycling of lower administrative items in the prior year. All in, we expect year-over-year operating margin improvement in the second half of the year. Overall, as Mark said, we had a positive finish to the year. We are truly grateful to our teams and for their continued dedication and commitment as we head into fiscal 2022. In closing, we feel good about how we landed fiscal 2021 amid a difficult environment. We expect fiscal 2022 will be a complicated transitional year, but I'm confident that with our strong end market momentum and the progress that we've made, we will successfully navigate through it. I look forward to sharing our view on how we intend to unlock the full growth and value potential of this fantastic company going forward at our Investor Day on December 14. ","program has no expiration date and is in addition to the $250 million anti-dilutive share repurchase program. expects to fund the repurchases out of its existing cash flow generation. campbell soup qtrly organic net sales, which exclude impact from additional week, impact from sale of plum baby food & snacks business, down 4%. remains on track to deliver annualized savings of $850 million by the end of fiscal 2022. sees fy2022 organic net sales down 1% to up 1%. expects q1 to be the most challenging as co continues to cycle the elevated sales and scale efficiency from a year ago. qtrly adjusted earnings per share from continuing operations $0.55. campbell soup - sees fy2022 net sales down 2% to flat. first half fy2022 margins will continue to be impacted by transitional headwinds. campbell soup - for fy2022, sees core inflation of high single digits for year with more pronounced impact in second half. " "As always, we appreciate your interest in Central Pacific Financial Corporation. The COVID-19 pandemic is top of mind for all of us. Overall, the state of Hawaii is doing a good job at managing and containing the pandemic. Hawaii was early to put in place stay-at-home orders and mandatory curfew then quarantine. Our residents in general are abiding by government orders, as well as hygiene recommendations. Due to our geographic isolation, Hawaii was able to effectively lock down and protect the state from outside visitors with potential COVID-19 infections. We believe these measures will slow and contain the spread of COVID-19 in the state and result in a faster recovery. However, with a complete tourism shut down in Hawaii, we are seeing a dramatic impact on the state's economy. We are hopeful that we will start to see visitors returning to the island in the late summer to early fall of this year, particularly from Asia as they are closer to recovery from the pandemic. Central Pacific Financial is committed to supporting our employees, customers and community during this time of crisis. Our first focus is on our employees. And therefore we have temporarily closed 13 of our smaller branches to allow for adequate social distancing and our larger remaining branches. The staff from the temporarily closed branches have been redeployed to work at the remaining branches, assist other areas of the bank or make customer telephone calls. The majority of our support staff, even at the executive level, have started working remotely on a full-time or rotating basis. We believe the actions we have taken to date will allow us to meet the needs of our customers and community while ensuring the safety of all employees. We want to assure you that we are prepared to handle this crisis. I personally led companies through prior crisis, including the 2011 Tohoku earthquake, tsunami and radiation after-effects while I was in Tokyo leading IBM, Japan and the SARs outbreak in 2002 to 2004 while I was leading BEARINGPOINT ASIA PACIFIC. Additionally, many of our key team members that helped us through the 2008 to 2009 financial crisis remain with the company and are applying the valuable lessons learned. Despite COVID-19, our RISE2020 initiatives are continuing. The revitalization of our building headquarters is proceeding as we continue to support the local construction industry. We are also pushing ahead with our digital initiatives, including the development of our new online and mobile banking platforms and the replacement of our ATMs. Digital technology is even more critical to our business during crises like this and will remain a high priority strategy for our future. As a result, we have not had any disruption in our business. As Paul noted, our remote workforce plan has been rolled out with an overall smooth transition. We already have virtual private network, VPN technology capability over the last quarter. And we've expanded VPN access to over 70% of our employees. In addition to VPN, we are well set up with the latest technologies and enable our operations to continue efficiently. Our teams are using collaboration tools, including Microsoft Team and several other cloud-based software program. For our customers, we continue to offer our current online and mobile banking tools and we are making good progress on our new digital offerings as part of our RISE2020 initiatives. Banking is deemed an essential service and I've been so proud of how our CPB employees have risen to deliver exceptional service in these challenging times. I'd like to reiterate that our employee and customer safety is of the utmost priority. We are monitoring our employees' health and well-being very closely. We are providing personal protective equipment for our frontline staff and have implemented precautionary measures to ensure social distancing in our branches and all work areas. During the first quarter, our teams remained focused on generating revenue even as the pandemic situation began to escalate. The Bank grew total loans by $63 million or 1.4% sequential quarter. The loan growth primarily came from our residential and commercial mortgage loan categories. We were also able to grow core deposits by $45 million or 1.1% sequential quarter. Additionally, we were successful in reducing the average cost of total deposits by 5 basis points to 36 basis points. Going forward, we believe, there are still opportunities for loan and deposit growth as our teams collaborate together to support our consumer and business customers through this unprecedented time. We have also moved quickly to put in place a number of COVID-19 relief programs for our consumer and business customers. For our customers, we are offering an employment disruption loan, as well as, consumer and residential mortgage loan payment deferral programs. For our business customers, we are an SBA approved lender and are participating in the paycheck protection program for PPP, which is part of the Federal CARES Act. We've seen tremendous demand for the paycheck protection program and have made over 4200 loans totaling nearly $490 million approved by the SBA. As a result of the PPP loan demand, it was necessary to redeploy employees to handle and assist with the loan processing, including augmenting the loan process by engaging outside resources to assist. Our PPP team is focused right now to fund the loans that were approved by the SBA, as well as, to prioritize remaining applications that did not get processed in time under the initial funding and of course to submit the applications to SBA when the lender portal reopens. We are staying in close contact with our customers through increased outreach efforts. Our bankers are having calls with their key customers as frequently as daily. W are monitoring our customers' financial health during this challenging time and are providing guidance and the resources they need to help them weather the storm. Furthermore, we are prudently making loan modifications for certain commercial customers to allow for deferral of loan principal and/or interest for short-term period. As of April 16, we have made loan payment deferrals on approximately $300 million in total balances which represent less than 7% of our total loan portfolio. Central Pacific Financial has had a prudent credit risk management philosophy, which we believe will help us weather through this pandemic. Following our recovery from the Great Recession, we implemented a disciplined approach to credit that included tighter underwriting standards with a focus on making quality loans and maintaining a diversified portfolio. Our loan portfolio today is well diversified by product and by industry. While, certain industries we lend to will be impacted by the pandemic, there are other industries and portfolios that we expect to have limited impacts. The primary industries that will likely experience impacts from the pandemics are summarized on Slide 9 and include accommodation and foodservice, retail trade, wholesale trade, manufacturing and healthcare. This comprises approximately $378 million or 8% of our total loan portfolio. A large portion of these balances are to well-established businesses that have weathered through the last downturn. Secondary industries that may also experience impacts include real estate management and other leasing, transportation, professional and administrative and other industries and services that total approximately $487 million or 11% of our total loan portfolio. These industries have thus far experienced little impact from COVID-19. Additional details on our primary and secondary industries can be found on Slide 10. We also anticipate impacts on our consumer portfolio, which is approximately $560 million or 13% of our total loan portfolio. We are actively granting 90-day payment deferrals to the borrowers. Additional details on our consumer portfolio are shown on Slide 11. We anticipate limited impact on our residential, home equity and investor commercial real estate loans. The weighted average loan-to-value in these portfolio are 60%, 58% and 53% respectively. These loans comprise of approximately $3.1 billion or 68% of our total loan portfolio. Additional details on these portfolios can be found on Slides 12 and 13. In the final week of March, we aggressively reviewed our commercial loan portfolio and reached out to our customers to determine the initial impacts, if any, of COVID-19 on their businesses. Through this process, we identified borrowers that were likely to experience financial difficulty and proactively downgraded approximately $65 million in loans from past and special mention. These loans are primarily accounted for as part of the outstanding loan balance of the primary industries previously mentioned. It is important to note that all of these loans were performing prior to COVID-19. As part of our assessment for the downgrade, we reviewed management-end actions taken such as closing businesses and reducing expenses, monthly cash burn and access to cash liquidity and capital and the overall ability to weather through the pandemic in the near term. We further note that it is still early to reach any firm conclusions and that these loans that were downgraded do not include the expected positive impact from the federal subsidy program. We are proactively working with our customers and many have already applied and have been approved for the paycheck protection program. Furthermore, we have also provided assistance with short term payment deferrals as necessary. Additional details and breakdown by industry can be found on Slide 14. Overall, our asset quality continues to remain strong. On the finance side, we have implemented several steps to effectively manage through the current environment. We will ensure our capital and liquidity positions remain strong. Through our past experience, we have developed robust capital and liquidity stress tests and comprehensive capital and liquidity contingency plans. We also decided to temporarily suspend our share repurchase program. To manage our expenses, as well as protect our employees, we have implemented internal policies to temporarily suspend all business travel, large group meetings, meals and entertainment. We have also reevaluated or postponed certain consulting projects. And finally, hiring of new employees is on an exception basis and we are evaluating our compensation plans. I'd like to now briefly cover the company's financial results for the first quarter of 2020 which is summarized on Slide 15. Net income for the first quarter of 2020 was $8.3 million or $0.29 per diluted share. Return on average assets in the first quarter was 0.55% and return on average equity was 6.21%. Our earnings were impacted by a total provision for credit losses of $11.1 million recognized in the first quarter which related to a new CECL methodology and the effects of the COVID-19 pandemic on the economic forecasts. We also recorded a CECL day one impact of $3.6 million, which was an adjustment to our opening shareholders equity. Our pre-tax pre-provision earnings for the first quarter was $21 million. Net charge-offs in the first quarter totaled $1.2 million compared to net charge-offs of $2.3 million in the prior quarter. The charge-offs primarily came from the Hawaii consumer loan portfolio. At March 31, our allowance for credit losses was $59.6 million or 1.32% of outstanding loans. Net interest income for the first quarter was $47.8 million, which was relatively flat on a sequential basis and the net interest margin remained stable at 3.43%. First quarter other operating income totaled $8.9 million compared to $9.8 million in the prior quarter. The decrease was primarily due to lower mortgage banking income and BOLI income, driven by market volatility during the quarter. This was partially offset by additional fee income of $1.3 million related to an interest rate swap for a commercial real estate client. Other operating expense for the first quarter was $36.2 million, which was flat to the prior quarter. Included in the total, there was lower deferred compensation expense due to market volatility, which was offset by higher provision on off-balance sheet credit exposures under CECL. The efficiency ratio increased to 63.9% in the first quarter compared to 62.8% in the prior quarter. The increase was primarily due to the decrease in other operating income. The effective tax rate was 25.3% in the first quarter. Going forward, we expect the effective tax rate to be in the 25% to 27% range. The global COVID-19 pandemic is an extremely challenging situation faced by all during this time. We want to assure you that Central Pacific is prepared and ready to handle the situation. We have a solid financial, credit, liquidity and capital position to enable us to weather the storm. We remain committed to our employees, customers and the community and will continue to provide support to all of these areas. Earlier this month, we ran a highly successful community campaign sponsored by our CPB foundation called KeepHawaiiCooking. Through this program, our foundation subsidized the cost of 10,000 take-out meals to local families struggling during this time. The purchase of these meals also provided a much needed support to our local restaurants. We are further looking at other potential initiatives to help our local economy, one of which is the campaign to continue communication and engagement with visitors, particularly from Japan to keep Hawaii top of mind and encourage their return to Hawaii once the pandemic ends and recovery occurs. To conclude, we are very focused on flattening the curve with the COVID-19 situation and we are pulling together the company and communities to beat this. At this time, we'll be happy to address any questions you may have. ","compname reports q1 earnings per share $0.29. q1 earnings per share $0.29. net interest income for q1 of 2020 was $47.8 million, compared to $45.1 million in year-ago quarter. recognized total credit loss expense of $11.1 million in q1 under cecl methodology. " "I'm pleased to report on the Company's solid financial performance for the fourth quarter of 2019 as well as for the full 2019 year. We continue to generate strong loan and core deposit growth and maintain solid asset quality and capital ratios, both on a sequential quarter and a year-over-year basis. For the full 2019 year compared to last year, we improved our net interest income, net interest margin, non-interest income and efficiency ratio. Our profitability and strong capital position enabled us to repurchase 165,700 shares of CPF stock during the fourth quarter. During the 2019 year, we repurchased 797,000 shares or roughly 2.8% of our common stock outstanding as of the end of 2018. Combined with cash dividends, we have returned $48.5 million in capital to our shareholders this past year. We continue to execute with our RISE2020 initiative to enhance customer experience, drive stronger long-term growth and profitability, and improve shareholder returns. In the fourth quarter, we launched our new website under the cpb. bank domain name and implemented an end-to-end commercial loan origination system that will drive better efficiency. The development of our new online and mobile banking platform is progressing well and our employees are excited to pilot the new platform in the first quarter. Key steps toward our 2020 milestones in the area of the branch and ATM modernization were achieved with construction under way at our main branch headquarters and our new ATM selected. The Hawaii economy continues to perform well with annual visitor arrivals set to exceed 10 million for the first time ever, continued strength in construction activity and growing importance of military in Hawaii over U.S.'s Indo-Pacific strategy. Our total assets surpassed the $6 billion mark at year-end and reflected an increase of 3.5% from the previous year-end. Our balance sheet composition continues to move in the right direction with growth focused in loans and core deposits. Total loans increased by $82 million or 1.9% over the previous quarter and by $371 million or 9.1% year-over-year. On a sequential quarter basis, increases were led by $43 million in growth in consumer loans and $41 million in growth in resi mortgages. On a year-over-year basis, the $371 million loan growth was broad-based in almost all loan categories. Asset quality continued to be strong with non-performing assets of $1.7 million, which represented 3 basis points of total assets. Total deposits increased on a sequential quarter basis by 1.6% and year-over-year by 3.5%. Importantly, core deposits contributed to all that growth with the sequential quarter increase of $103 million or 2.5% led by a 3.7% increase in non-interest bearing demand balances. The year-over-year increase in core deposits of $243 million or 6.1% was led by a 10.5% increase in savings and money market balances and a 9.3% increase in interest-bearing demand. The increases in core deposits, both sequential quarter and year-over-year, were offset by planned decreases and higher cost government time deposits. Our loan-to-deposit ratio was 87% as of the end of the year. Our efforts in business development and targeted deposit gathering strategies have yield successful results in deposit growth. We are continuing to ramp up these efforts in 2020, supported by further strengthening of our teams and technology platforms. Net income for the fourth quarter of 2019 was $14.2 million or $0.50 per diluted share, compared to net income of $14.6 million or $0.51 per diluted share reported last quarter. Return on average assets in the fourth quarter was 0.95% and return on average equity was 10.70%. For the full 2019 year, net income was $58.3 million or $2.03 per diluted share, compared to net income of $59.5 million or $2.01 per diluted share in the prior year. Return on average assets for the 2019 year was 0.99% and return on average equity was 11.36%. For the full-year 2019, pre-tax pre-provision net revenue totaled $84.2 million, which was a year-over-year increase of $7.1 million or 9.2%. We are pleased we were able to post solid 2019 results, while investing for our future through our RISE2020 initiative. Net interest income for the fourth quarter increased by $2.3 million to $47.9 million on a sequential quarter basis, and the net interest margin was 3.43%. The fourth quarter included $1.1 million in non-recurring interest and dividend income, which positively impacted net interest income and net interest margin. On a normalized basis, the fourth quarter net interest margin was 3.34%, which represented a 4 basis point sequential quarter increase. The sequential quarter normalized net interest margin expansion was driven by increases in average loan balances and decreases in interest-bearing deposit and borrowing costs. During the fourth quarter, we recorded a provision for loan and lease losses of $2.1 million, compared to a provision of $1.5 million recorded in the prior quarter. Net charge-offs in the fourth quarter totaled $2.3 million, compared to net charge-offs of $1.6 million in the prior quarter. The charge-offs primarily came from the Hawaii consumer loan portfolio. At December 31, our allowance for loan and lease losses was $48.0 million or 1.08% of outstanding loans and leases. Fourth quarter other operating income totaled $9.8 million, compared to $10.3 million in the prior quarter. The decrease was primarily due to lower mortgage banking income. Other operating expense for the fourth quarter was $36.2 million, compared to $34.9 million in the prior quarter. The sequential quarter increase was driven by higher salaries and employee benefits, and higher computer software expense. These increases relate to our RISE2020 initiative and also include accruals for incentive compensation. The efficiency ratio was 62.81% in the fourth quarter, compared to 62.48% in the prior quarter. The effective tax rate increased to 26.7% due to return to provision adjustments. Going forward, we expect that effective tax rate to be in the 24% to 26% range. Overall, we are pleased with another solid quarter and the continued positive momentum as we finished up the 2019 year. Our team is working hard to deliver on our RISE2020 commitments, and we look forward to sharing our progress with you over the coming quarters. At this time we will be happy to address any questions you may have. ","central pacific financial q4 earnings per share $0.50. q4 earnings per share $0.50. central pacific financial - net interest income for fourth quarter of 2019 was $47.9 million, compared to $44.7 million in the year-ago quarter. " "As always, we appreciate your interest in Central Pacific Financial Corp. The start of 2021 is a very exciting time for Central Pacific. We are pleased to announce that we have successfully completed our RISE2020 initiative, which positions us extremely well in the current environment and for the future. We also completed our RISE2020 milestone on digital banking with the new online and mobile banking platforms that launched in the third quarter and the completion of our full ATM network upgrade in the fourth quarter. This is part of an exciting new brand design that we just launched. The new brand reflects both the Company's unique history and our bright future ahead. We had strong financial results for the fourth quarter and full year of 2020. While net income was impacted by one-time expenses and higher provisions for credit losses, our core pre-tax pre-provision earnings were solid. We continue to thoroughly review and regularly monitor our loan portfolio to appropriately manage the credit risk in the pandemic environment. During the fourth quarter, our total balance of loans on payment deferrals decreased significantly and was down to 3% of total loans, excluding PPP loans at year-end. Finally, our Board of Directors declared a quarterly cash dividend of $0.23 per share and approved a new share repurchase authorization. The State of Hawaii continues to manage through the COVID-19 pandemic. We are vaccinating our residents as quickly as possible and have worked through the first tier of first responders and frontline medical workers. We have recently opened two mass vaccination sites in Honolulu, as we move to the next tier, which includes the elderly population. Our COVID infection rate in the State of Hawaii is currently the second-lowest in the nation on a per capita basis. The tourism economies remained open with the requirement for a negative COVID test to avoid quarantine. The daily visitor arrival counts have recently been in the 5,000 to 8,000 range per day, but is still significantly down compared to a year ago. We are optimistic that with the mass vaccination initiative we will start to see a Hawaii economic recovery in 2021. At Central Pacific, we continue to operate with the highest standards of health, safety and social distancing. We've successfully consolidated four branches into neighboring branches in 2020, three of which were in-store branches that had too small of a footprint for adequate social distancing. We expect to retain customers and deposits from these closed branches as we continue to provide exceptional service at our other branches and through our digital channels. Much of our back office teams continue to work flexible remote schedules and all employees are required to complete a daily online health questionnaire prior to starting work each day. We believe the actions we've taken will continue to enable us to provide a safe environment for both our employees and customers. In the fourth quarter, excluding PPP loan pay-offs of $112 million, the bank grew its loan portfolio by $46 million, driven by growth in commercial, construction, residential mortgages, HELOC and commercial mortgages. Our residential lending team continues to outperform with record levels of production, resulting in $5.4 million in mortgage banking income for the quarter. For the 2020-year, mortgage banking income was $13.7 million, which was more than double the income from the previous year, augmented by over $1 billion in loan production. During the fourth quarter, we received and processed a significant amount of PPP forgiveness applications, which resulted in the recognition of $5.4 million in fee income. We continue to process PPP forgiveness applications and recently started accepting new PPP loan applications for both first draw and second draw loans from our business customers. Additionally, our team continues to engage and remain steadfast in our support of our customers and for the broader business community impacted by COVID-19. Core deposits during the fourth quarter increased by $132 million, which is consistent with year-end seasonal inflows augmented by our front-line business development efforts. For the 2020 year, core deposits increased by $787 million. Additionally, our cost of total deposits declined by 4 basis points from the prior quarter and is now down to 9 basis points. Providing best-in-class digital technology for our customers remain the key priority for us. In 2020, we launched our new consumer mobile and online platforms and completed the rollout of our new ATM fleet. We are seeing strong adoption and utilization of these new digital tools by our customers. And just yesterday, we launched a new platform that will allow our customers and other consumers to open a new personal checking or savings account online or apply for a consumer loan online. Our team is laser-focused on adding additional digital products and services this year and we look forward to updating you in the coming quarters. At year-end, the loan portfolio totaled $4.96 billion with 55% consumer and 45% commercial. During the quarter, we continued to monitor the loan portfolio and provided support to our customers as they continue to navigate through the ongoing changes in the marketplace. We assisted our customers by providing additional loan payment deferrals as needed and we were pleased to see a significant number of borrowers resume making their monthly loan payments. At quarter-end, the total balance of loans on payment deferrals declined to $120 million or 3% of the total loan portfolio, excluding PPP balances. Our redeferral rate was 15% and was primarily driven by residential loans where payment deferrals were extended to nine months. During the quarter, we saw a significant decline in consumer loans on deferral as customers returned to making loan payments. Of the approximately 4,200 consumer loans that returned to payments, only 7% are granted a short-term loan modifications with 93% resuming payment at contractual terms. In the commercial and commercial real estate loan portfolios, the total balance of loans on payments deferrals declined to $47 million or 1% of the total loan portfolio, excluding PPP balances. The highest exposure by industry continues to be Real Estate and Rental & Leasing totaling $33 million, a decline of $14 million sequential quarter. The loans in the Real Estate and Rental & Leasing industry are supported by low loan-to-value ratios. The majority of these borrowers are expected to resume making loan payments at the end of their six month loan payment deferrals. Loan payment deferrals for our high-risk industries totaled $12 million or 0.3% of the total loan portfolio, excluding PPP balances. As of January 20th, our total balance of loans on payment deferrals decreased further to $101 million or 3% of total loans, excluding PPP balances. Additional details on our loan payment deferrals can be found on Slides 20 and 21. During the quarter, criticized loans declined by $4.5 million sequential quarter to $192 million or 4.2% of the total loan portfolio, excluding PPP balances. Special mention loans declined by $6.3 million to $142 million or 3.1% of the total loan portfolio, excluding PPP balances and classified loans increased by $1.7 million to $50 million or 1.1% of the total loan portfolios, excluding PPP balances. We sold a classified and non-accrual commercial real estate loan at par of $4.2 million and settled a payoff of another classified and non-accruals commercial real estate and commercial loan at 92 [Phonetic] or $2.9 million. Approximately 32% of special mention balances and 10% of classified balances also received PPP loans. Additional details on loans rated special mention and classified can be found on Slides 22 and 23. Overall, we continue to believe our proactive approach to working with our customers and our disciplined credit management and diversified loan portfolio has allowed us to remain strong and our asset quality to remain stable through these unprecedented time. This will continue to serve us well into the future. Net income for the fourth quarter of 2020 was $12.2 million or $0.43 per diluted share. Return on average assets in the fourth quarter was 74 basis points and return on average equity was 8.87%. For the full 2020 year, net income was $37.3 million or $1.32 per diluted share. Return on average assets was 0.58% and return on average equity was 6.85%. Pre-tax pre-provision earnings for 2020 was $88.2 million compared to $84.2 million in 2019. 2020 pre-tax pre-provision earnings were the highest CPF has generated since the Great Recession. Our 2020 earnings were impacted by higher provision for credit loss expense due to the current COVID-19 pandemic. Additionally, in the fourth quarter, there were several one-time expenses which totaled $5.9 million. Net interest income for the fourth quarter was $51.5 million, which increased from the prior quarter due to accelerated recognition of PPP's fee income as PPP loans were forgiven by the SBA. Net interest income included $6.3 million in PPP net interest income and net loan fees compared to $3.4 million in the prior quarter. The net interest margin increased to 3.32% in the fourth quarter compared to 3.19% in the prior quarter. The increase was due to the aforementioned PPP fee income recognition. The NIM normalized for PPP was 3.17 in the fourth quarter compared to 3.26 in the prior quarter. The decrease is due to lower loan and investment yields and the new subordinated debt interest expense. Fourth quarter other operating income totaled $14.1 million compared $11.6 million in the prior quarter. The increase was primarily due to higher mortgage banking income of $1.1 million sequential quarter. Additionally, in the current quarter, we realized a gain on sale of securities of $0.2 million compared to a loss on sale of securities of $0.4 million in the prior quarter. Other operating expense for the fourth quarter was $45.1 million, which was an increase of $8.1 million compared to the prior quarter. The increase was largely driven by one-time expenses totaling $5.9 million which related to employee incentives and benefits, branch consolidation costs, litigation settlement, debt prepayment fees, and other one-time expense accruals. Additionally, in the current quarter, there was higher deferred compensation expense related to equity-market volatility and higher computer software expense related to our technology initiative. The efficiency ratio increased to 68.8% in the fourth quarter compared to 60.9% in the previous quarter, primarily due to the one-time expenses. Excluding one-time expenses of $5.9 million, the fourth quarter efficiency ratio would have been 59.8%. Net charge-offs in the fourth quarter totalled $1.8 million compared to net charge-offs of $1.3 million in the prior quarter. At December 31st, our allowance for credit losses was $83.3 million or 1.83% of outstanding loans, excluding PPP loans. This compares to 1.79% coverage as of the prior quarter-end. The buildup of credit reserves was largely driven by the economic forecast utilized in our CECL methodology. The effective tax rate was 23.7% in the fourth quarter. And going forward, we expect the ETR to continue to be in the 24% to 26% range. Our liquidity and capital positions remain strong and we continue to perform robust stress testing. With the $55 million subordinated note offering we completed in the fourth quarter, our CPF total risk-based capital ratio increased to 15.2% as of December 31st. In summary, Central Pacific continues to make positive forward progress on our strategy, while at the same time managed well through the COVID-19 pandemic. We have a solid financial, credit, liquidity and capital position. As the economic recovery gradually begins, we remain committed to supporting our employees, customers and the community. At this time, we'll be happy to address any questions you may have. Back to you, operator. ","q4 earnings per share $0.43. net interest income for q4 of 2020 was $51.5 million, compared to $47.9 million in year-ago quarter. " "I know that we're reporting on the second quarter 2021 today. But we're super excited about what we see for the second half of this year. We advertised that we were front-end loading our capex in 2021 through the first half of the year, which we did. And now we see and actually have it today, corporate record high natural gas production and Comstock that we are selling at high natural gas prices. Global demand for natural gas is very strong for industrial power generation as well as electrical demand for cooling and heating, while supply is low-to-moderate in part due to the disciplined use of capital expenditure dollars across the entire oil and gas sector, as you are all aware of in this earnings season. Our corporate strength lies in our best-in-class, low-cost structure, which creates our high margins as well as the 1,900 plus net drilling locations within our 3000 to 323,000 net acre Haynesville/Bossier footprint, which we operate 91% of. One of the major tasks in 2021 was reduce our cost of capital, which we took mighty steps forward with our 5.875% senior notes being issued in the second quarter 2021. We do feel the wind in our sails as we look at the third and fourth quarter of 2021 and 2022 and want to recommit to you with our goal of reducing our leverage ratio to less than two times at the end of 2022 or before if possible. With the refinancing in place, we reduced our interest costs per mcfe by 25% this quarter to $0.36 and are committed to continue working to reduce that number by year-end 2021, if possible. The denominator of Comstock is our consistent drilling results quarter after quarter after quarter in a Tier one Haynesville/Bossier region, which speaks volumes about all of our departments, especially our operations department. And through our quality Haynesville/Bossier rock, that we have decades of that quality rock lift to drill. I know that, that denominator is why Jerry Jones and his family invested $1 billion in Comstock since August 2018, and we believe that is why you, the bondholders, banks and equity owners buy Comstock, proven rock quality, proven results over many, many years. Now I'll start the formal second quarter 2021 results. I am Jay Allison, Chief Executive Officer of Comstock. And with me is Roland Burns, our present office -- Operating Officer; and Ron Mills, our VP of Finance and Investor Relations. While we believe the expectations and such statements to be reasonable, there could be no assurance that such expectations will prove to be correct. Now if we'll go over to the second quarter 2021 highlights. We cover the highlights of the second quarter on slide three. In the second quarter, we reported adjusted net income of $55 million or $0.22 per diluted share. Production for the quarter averaged approximately 1.4 bcfe a day and was 98% natural gas. Our average daily production for the quarter was 8% higher than the first quarter of 2021 and 6% higher than the second quarter of 2020. Revenues, including realized hedging losses were $325 million, 40% higher than the second quarter of 2020. Adjusted EBITDAX of $251 million was 55% higher than the second quarter of 2020. Operating cash flow for the quarter was $196 million or $0.71 per diluted share. For the quarter, we generated $20 million of free cash flow as the preferred dividends, increasing our year-to-year free cash flow to $53 million. That's a good start toward reaching our annual free cash flow generation goal of over $200 million. With the stronger commodity prices we're seeing in the second half of the year, we now expect free cash flow to come in well above that goal of $200 million. And lastly, we completed the task of refinancing all of our higher coupon senior notes in the second quarter, which substantially reduced our cost of capital going forward. If you turn over to slide four, we recap the refinancing transaction, which closed on June 28. We issued $965 million of new 5.875% senior notes, which are due in 2030. The proceeds from the offering were used to redeem the remainder of our 9.75 quarter bonds. The refinancing transaction reduced our reported annual interest expense by $33 million, and we will save $28 million in annual cash interest payments. Combined with the March refinancing that we did, our annual interest payments were reduced by $48 million. The lower cash interest expense will also drive significant improvements in our cash interest costs per mcfe produced, as I mentioned earlier, on a pro forma basis, assuming the refinancing was completed at the beginning of the quarter. Our second quarter interest cost for mcfe would have been $0.36 per mcfe as compared to a $0.48 rate in the first quarter. In addition to lowering our cost of capital, we also improved our weighted average maturity of our senior notes to 7.6 years, up from 6.3 years. On slide five, we summarize our reported financial results for this recently completed second quarter. We had a solid quarter, and it was driven by that 6% production increase in combination with stronger oil and gas prices than we had last year. Ore production for the second quarter totaled 100 -- our total production for the second quarter totaled 124 bcf of natural gas and 362,000 barrels of oil. Like Jay said, this was 6% higher than we had in the second quarter of 2020, and it's an 8% increase over where we were in the first quarter of this year. Our oil and gas sales, as a result, including the realized losses from our hedging program, increased by 40% to $325 million. Oil prices averaged $55.82 per barrel, and our gas price averaged $2.46 per mcfe; both of those numbers, including the impact of our hedges. Natural gas prices were 31% better than we realized last year in the same second quarter of last year. Remember that NYMEX -- the NYMEX contract for the quarter only averaged $2.83. So I know the recent run-up in gas prices is really -- you'll really see those numbers starting in July forward. Looking at the cost side, our production costs were up about 6%, kind of matching the increase in production. Our G&A was down 5%, and our noncash depreciation, depletion and amortization was up 18% in the quarter. Our adjusted EBITDAX came in at $251 million; it's 55% higher than the second quarter of last year. Operating cash flow was $196 million, 67% higher than the second quarter of 2020. We did report a net loss of $184 million in the second quarter or $0.80 per share, but that was all due to a very large mark-to-market loss on our hedge contracts of $205 million and a $114 million charge related to the early retirement of the senior notes from our June 28 refinancing transaction. Adjusted net income, excluding the mark-to-market unrealized hedging loss and the loss on early retirement of debt and certain other unusual items, was a profit of $55 million or $0.22 per fully diluted share. On slide six, we summarize the financial results for the first half of this year. For the first six months of the year, production totaled 241.5 bcfe. That includes 688,000 barrels of oil, and that's about 1% lower than our production for the first half of 2020. But our oil and gas sales, including any realized hedging losses were $657 million, which is 30% higher than the first half of 2020. Oil prices for the first half of this year have averaged $52.06 per barrel. That's 22% higher than last year, and our realized gas prices averaged $2.62 per mcf; both of those numbers, including the impact of our hedging, and that's up 34% over last year. For the first half of this year, we've reported adjusted EBITDAX of $513 million, 41% higher than the same period last year. Operating cash flow was $403 million, 47% higher than last year. And then overall, for this period, we reported a loss of $322.5 million or $1.39 per share. Again, this was due to the charges for the early extinguishment of debt related to both the March and June refinancings and that mark-to-market unrealized loss on our hedge position. Excluding those items, our adjusted net income would be $118 million profit or $0.46 per diluted share. slide seven, we recap our hedging program. During the second quarter, we had 68% of our gas volumes hedged. That reduced our realized gas price that $2.46 per mcfe from the actual $2.59 for mcfe we realized from selling our gas production. We also had about 38% of our oil volumes hedged, which decreased our realized oil price to $55.82 per barrel versus the $61.25 we actually realized. Overall, our hedging program resulted in realized losses of $18.8 million in the quarter. For the remainder of this year, we have natural gas hedges covering 976 million cubic feet per day, which is around 70% of our expected production in the second half of this year. 59% of those hedges are fixed price swaps, but 41% are collars, which give us exposure to the higher prices we're now seeing. For 2022 or next year, we have about 40% to 45% of our expected production hedged. And almost half of those or 49% are in the form of collars, which give us substantial exposure to the higher prices that we're kind of now seeing for next year. On slide eight, we summarized the shut-in activity during the second quarter. And we had a good quarter on this front. We had only 52 million a day shut-in during the second quarter, which is 3.8% of our production, and that came down substantially from the 6.4% we had shut-in, in the first quarter. There really were no significant disruptions due to storms or other matters in the quarter and the shut-ins that we had were very routine and related primarily to production we shut-in to conduct offset frac activity. On slide nine, we detail our operating cost per mcfe. We had a good quarter there. Our operating cost per mcfe averaged $0.54 in the second quarter, and that was $0.01 lower than the first quarter rate. Gathering costs were $0.25, taxes $0.08 and the other lifting cost in the field were $0.21, very comparable to the first quarter rates. Slide 10, on corporate overhead per mcfe. That, again, came in at $0.05 in the second quarter. It's one of the lowest in the industry. And again, very, very consistent to what we expected and what we've had in the past. We do expect cash G&A to remain in this $0.05 to $0.07 range kind of going forward. That's the depreciation, depletion and amortization per mcfe produced. That came in at $0.96 in the second quarter. It was $0.01 higher than the $0.95 rate we had in the first quarter of this year. It's a picture of our balance sheet at the end of the second quarter, and it reflects our June 28 refinancing transaction, which closed right at the end of the month -- right at the end of the quarter. So we ended the quarter with $475 million drawn on our revolving credit facility, which is a $1.4 billion borrowing base. And we expect to continue to reduce that as we generate free cash flow the rest of the year. That's really -- free cash flow is being really designated to continue to reduce our debt. We now have in total about $2.459 billion of senior notes outstanding. They're comprised of $244 million of the 7.5% senior notes, which are due in 2025. We assumed as part of the Covey Park acquisition, $1.25 billion of new 6.75% senior notes due in 2029 that we issued in March. And then the new $965 million of new 5.875 senior notes due in 2030 that were issued right at the end of the second quarter. We currently plan to retire the 2025 7.5% bonds, probably sometime early next year, just using -- targeting the free cash flow that's generated and using that as a permanent debt reduction moved by the company. We do -- on Slide 12, you can see our new revised maturity schedule. And so you can see now that our weighted average maturity of our senior notes is now 7.6 years after the recent refinancing, right at the end of the second quarter. So we're in great shape on the maturity schedule. And as Jay pointed out, have substantially improved our cost of capital and generated substantial annual interest savings on what otherwise would be dollars that would have to go for fixed charges on our debt service. So we did end the quarter with about $20 million in cash on the balance sheet. So our current liquidity is at $945 million. Slide 13, we recapped the second quarter capital expenditures. So in the second quarter, we spent $165 million on our development activities and $154 million of that relates to our operated Haynesville shale properties. So we drilled 21 or 15.7 net operated horizontal Haynesville wells, and then we returned 16 or 14.2 net operated Haynesville wells to sales in the recently completed second quarter. We also spent about $10.9 million on nonoperated activity and other development activity. In addition to funding our development program, we've also invested $7.6 million on leasing new exploratory acreage. Given the tremendous success of that leasing program, we have decided to increase our budget up to a maximum of $20 million to spend on putting new leases in to support our Haynesville shale drilling program in the future. As we're seeing very good opportunities to do that at attractive terms. So right now, as Dan will go over in a minute, we're currently operating five operated drilling rigs for our 2021 program, and we see kind of maintaining those five as we look ahead into 2022. So we're at a very good consistent level, we think, which is right for the company. So based on this current operating plan, we expect to spend about $525 million to $560 million on this year's drilling plan, which will drill 55 net wells and turned to sales about 48 net wells. This is a small increase from what we expected at the beginning of the year. Most of that is really due to changes in the timing of when completions happen and then also higher-than-expected nonoperated activity. We definitely are very focused on generating significant free cash flow. And with the current gas prices, we now anticipate significantly exceeding our original target of $200 million of free cash flow for this year. We'll use that incremental free cash flow to accelerate the delevering of our balance sheet. Flip over on slide 14. You'll see the map outlined in the summary of our new well completions. Since the last call, we've turned 21 new additional wells to sales. The 21 wells were tested at rates ranging from 15 million cubic feet a day up to 32 million cubic feet a day with a 22 million cubic feet per day average IP rate. The wells at lateral lengths ranging from 4,580 feet all the way up to 11,388 feet, and we had an average for the quarter of -- or for this list of 8,251 feet. So in addition to the wells we have listed here, we currently have 13 additional wells that we have in various stages of completion. Regarding the activity levels this past May, we did drop down from six to five rigs. That's where we are today, and we intend to hold our activity flat at this level for the remainder of the year and into next year. Our fiscal DUC count currently stands at 23 wells, and we're currently we're actively running three frac crews. Over on slide 15, as an updated DNC call stream for our benchmark long lateral wells. These are our laterals greater than 8,000 feet in length. Through the end of the second quarter, 73% of all the wells turned to sales this year have been long lateral wells. During the second quarter, our total D&C cost averaged $1,051 a foot. This represents a 3% increase compared to the first quarter. And is 2% higher than the full year 2020 total D&C cost. Our drilling costs in the second quarter increased by 7% compared to the first quarter. This is primarily attributable to a lower average lateral length versus the first quarter, but still 15% less than our drilling cost in 2020. Our completion costs remained relatively flat with only a 2% increase from the first quarter. But we're still running 16% higher than 2020. And this is due to the large number of the smaller fracs that were pumped in 2020, which led to the lower cost last year, lower completion costs. For the remainder of the year, we expect our completion costs will remain relatively flat, and we do not foresee any material increase in costs. So by building on our basin leading drilling performance and keeping our current completion cost in check, we expect to maintain our total D&C cost for our benchmark long lateral wells in this 1,025, 1,050 foot range. Also, I want to add that we're currently drilling two, 15,000 foot laterals that we spud in June. This is the first for the company. We expect to complete these wells during the fourth quarter. We also have two additional 15,000 foot wells that we will spud later this month that will be completed in the first quarter of next year. These longer laterals are going to help bolster our efforts to further increase our lateral lengths and to drive down our credit costs; drive down the footage cost further than where we've been. So that summarizes the operations. Okay, Dan, that's short and sweet. It's usually about ten pages, and we've condensed it. That's a good report and Roland, same here. If you look at the 2021 outlook, I'd like to direct you to slide 16, where we summarize our outlook for the remainder of this year. Our operating plan for this year is expected to provide for around 8% to maybe 10% production growth and most importantly, generate in excess as Roland said, $200 million of free cash flow and maybe a lot more than that. Our primary focus this year is to improve our balance sheet, reduce our leverage and lower our cost of capital, which we've made great strides on that. Our June refinancing transaction was another significant step to reducing our cost of capital with the $28 million annual savings and interest payments. Now we will primarily focus on absolute debt reduction, and we'll seek to retire, as Roland said, our 2025 bonds with free cash flow that we generate the rest of this year. If natural gas prices stay at current levels, we would expect our leverage ratio to improve to less than a 2.5 times at the end of 2021, down from that $3.8 million at the end of 2020. And based on our current plans and the price outlook, we'd anticipate our leverage ratio further improving it to less than two times at the end of 2022. We remain focused on maintaining and improving our industry-leading low-cost structure and best-in-class well drilling returns with our industry-leading low-cost structure, our Haynesville drilling program generates some of the highest drilling returns in all of North America. Our large inventory of Haynesville/Bossier drilling locations provide us with decades of drilling inventory. We'll also focus on lowering our greenhouse gas emissions and are currently evaluating participating in one of the programs to certify our gas as responsibly sourced and we have very strong liquidity, as Roland mentioned, at $945 million. On the guidance page, we just update the guidance for the remainder of this year. Production guidance remains at the 1.33 to 1.425 bcfe per day number that we had previously provided. As mentioned on the call, our development capex guidance is $525 million to $560 million. And we anticipate on remaining at the five rigs we're currently running over the remainder of the year. And at the same time, as mentioned earlier, the leasing capital has increased to $15 million to $20 million as we continue to add acreage. On the cost side, LOE, GTC, really all the cost items remain unchanged from the prior quarter. And so there's -- we continue to hit all of our targets on the cost side. ","q2 adjusted earnings per share $0.22. q2 loss per share $0.80. " "It's a little rainy outside of Frisco, Texas, guest winters in the airs coming our way. What a great time to be in the natural gas business, especially in the Haynesville. I want to have a couple of clarified statements before we start the actual third quarter of 2021 results. With our Bakken properties of a contract for that $154 million, which most of you are aware of, and closing expected in the coming weeks, we did preannounce that we would accelerate completion activity on the $9.4 net Haynesville wells this year to bring those volumes forward into our current strong pricing environment for natural gas. The increased production from those wells really will appear in the first quarter of 2022. Now I thought it would be a good time to talk about the direction of the company. The direction of Comstock is to continue to focus on capital efficiency in the Haynesville and generation of free cash flow, specifically over the next several quarters, we plan to use that free cash flow to pay off our credit facility and to retire the 7.5 bonds in May of 2022, then with our debt reduction goals a bit we want to establish a shareholder dividend. I am Jay Allison, Chief Executive Officer of Comstock. With me is Roland Burns, our President and Chief Financial Officer; Dan Harrison, our Chief Operating Officer; and Ron Mills, our Vice President of Finance and Investor Relations. While we believe the expectations in such statements to be reasonable, there could be no assurance that such expectations will prove to be correct. This is Slide three, the third quarter 2021 highlights. We cover the highlights the third quarter on Slide three. In the third quarter, we generated $84 million of free cash flow after paying preferred dividends, increasing our year-to-date free cash flow generation to $137 million. Given the strong outlook for natural gas prices, we now expect to significantly exceed our original annual free cash flow generation goal of over $200 million. For the quarter, we reported adjusted net income of $91 million or $0.34 per diluted share. Our production increased 25% in the quarter to 1.424 Bcf a day and was 98% natural gas. Revenues, including realized hedging losses, increased 86% to $394 million. Our adjusted EBITDAX in the third quarter grew by 109% to $309 million. Operating cash flow for the quarter was $225 million or $0.92 per diluted share. And again, we announced the sale of our Bakken properties for $154 million. We expect to close the divestiture in the next several weeks. We are using a portion of the proceeds from that sale to accelerate completion of this 9.4 net drilled uncompleted wells to benefit from the stronger winter pricing. We've now started completion operations on those wells, which Dan will go over within a minute, have been completed by year-end with production January of next year. And we recently engaged MiQ to initiate the independent certification of our natural gas production under the MiQ methane standard. If you flip to Slide four, we cover our announcement to sell the Bakken assets on Slide four. We recently announced that we're selling our non-operated Bakken shale properties to northern oil and gas for $154 million. The assets sold include interest in $442 or 68.3 net well bores. June 30, the proved reserves associated with the properties totaled 10.8 million barrels of oil and 44.2 billion cubic feet of natural gas. We expect to close the transaction next several weeks. On Slide five, we summarize our financial results for the third quarter of 2021. We had a very strong quarter, which was driven by that 25% production increase, combined with substantial improved oil and gas prices. Our production in the third quarter totaled 129 Bcf of natural gas, 346,000 barrels of oil. That was 25% higher than the third quarter of 2020, and it's 4% higher than what we were producing in the second quarter of this year. Our oil and gas sales, including the losses that we realized from our hedges increased by 86% to $394 million in the third quarter. Our oil prices in the quarter averaged $58.58, and our gas price averaged $2.90 per Mcfe, that's after the impact of our hedges. Our realized hedge natural gas price in the quarter was 49% higher than the third quarter last year. Our production costs were also -- were up 36% in the quarter, reflecting the higher production level, combined also with higher production taxes resulting from the stronger prices that we realized. Our G and A, though, was down 10%, and our depreciation and depletion and amortization was up 30% in the quarter. Adjusted EBITDAX came in at $309 million. That's 109% higher than the third quarter of 2020. And our operating cash flow that we generated was $255 million, 174% higher than the third quarter of last year. We did report a net loss of $293 million in the quarter or $1.26 per share, but that was all due to the very large mark-to-market loss on our hedge contracts of $393 million. That resulted from the surge in oil and gas futures prices since the end of the second quarter. Adjusted net income, excluding the unrealized hedging losses and certain other unusual items was actually a profit of $90.6 million or $0.34 per diluted share. On Slide six, we summarize the results for the first nine months of this year. Production for the first nine months averaged 372.5 Bcfe, which is 7% higher than the same period in 2020. Oil and gas sales, including realized hedging losses were $1.1 billion a 47% higher than the same period last year. Oil prices were 36% higher at $54.24 per barrel, and our realized natural gas price averaged $2.72 per Mcf, both of those, including the effect of our hedges, and that was 39% stronger than 2020. Adjusted EBITDAX for this period has increased 61% to $823 million, operating cash flow at $658 million has increased 80% from 2020. For the first nine months of this year, we did report a $615 million loss or $2.66 per share. Again, this was due to two items, the large mark-to-market loss on the hedge contracts and a charge for early retirement of debt related to our March and June refinancing transactions. Adjusted net income, excluding the unrealized hedging losses and the charge for early debt retirement and other unusual items, was $209 million profit or $0.80 per diluted share. On Slide seven, we cover our hedging program. During the third quarter, we did have 70% of our gas volumes hedged, which did reduce our realized gas price to $2.90 per Mcf from the $3.79 per Mcf that we realized from selling our production. We also had 40% of our oil volumes hedged, which reduced our oil price to that $58.58 per barrel versus the $66.11 that we received. Our realized hedging losses in the quarter were $117 million. For the remainder of the year, we have natural gas hedges covering 967 million cubic feet a day, which is about 70% of our expected production in the fourth quarter. 58% of those hedges are price swaps and then 42% are collars, which also give us exposure to the higher prices. For next year, we have approximately 50% of our expected production hedged. But 46% of those 22 hedges are swaps and 54% are more than half are collars, which give us exposure to the higher prices that we're seeing for next year. I also want to point out that since the second quarter report, we've only added new hedge contracts covering $75 million a day of our gas production, and those were in the form of wide collars. They had a $3 floor and they had a weighted average ceiling of $5.58. Now that requirement is going to melt away as our leverage falls below two. So as we achieve our leverage goals next year, will no longer be required to hedge our volumes. Slide eight, we summarized the shut-in activity during the third quarter. We had about $81 million a day or 5.8% of our natural gas production shut in during the third quarter as compared to 3.8% in the second quarter. The shut-ins this quarter were mainly due to the really high level of completion activity that we had, both for our own activity and offset operators. And that's necessary to order to protect the older wells when we frac a new well nearby. On Slide nine, we detail our operating cost for Mcfe. Our operating cost averaged $0.60 in the third quarter, $0.06 higher than the second quarter rate. This increase was mostly due to higher production taxes coming from the higher oil and gas sales we had for the quarter. Our gathering costs were $0.27. The production at Avalor taxes averaged $0.13 and the field level operating cost averaged $0.20. Both together and fill over costs were fairly comparable to our second quarter rates. Slide 10, we detail our corporate overhead cost for Mcfe, and our cash G and A cost per Mcfe remained at a steady $0.05 per Mcfe in the third quarter. Slide 11 shows the DD and A per Mcfe produced that averaged $0.98 in the quarter, about $0.02 higher than the $0.96 rate we had in the second quarter. Proceeding to Slide 12, we kind of recap our balance sheet at the end of the third quarter. We had $525 million drawn on our revolving credit facility at the end of the quarter and we expect to use our free cash flow and proceeds from the Bakken sale to further pay down that balance during the rest of the year. On October 22, our bank group reaffirmed our $1.4 million borrowing base. And right now, we have just under $2.5 billion of senior notes outstanding comprised of the $244 million of the 7.5% senior notes due in 2025, $1.25 billion of the 6.75% senior notes due in 2029 and $965 million of our new 5% and 7%, 8% senior notes due in 2030. We currently plan, as Jay mentioned, to retire the 7.5% bonds next may with the free cash flow that we're generating. The reduction in our debt and the growth in our EBITDAX so far is driving a substantial improvement to our leverage ratio, which has now fallen to 2.3 times if you look at the third quarter on a stand-alone basis. We see this improving further over the next two quarters, and we expect this to get below 1.5 times in 2022. At the end of the quarter, our financial liquidity has grown to over $1 billion. On Slide 13, we give a recap of the third quarter capital expenditures. In the third quarter, we spent $162 million on our development activities and $143 million of that was on our Haynesville operated shelf properties. We drilled 13 or 11.7 net new operated Haynesville wells, and then we turned 27 or 22.4 net wells to sales in the third quarter. We also spent about $90 million on non-operated activity and other development activity. In addition to funding our development program, we also spent $5 million on leasing of new exploratory acreage. We're currently running five operated rigs for our 2021 drilling program, and we plan to remain at that level for the rest of this year. Based on our current operating plan for this year, we expect to spend between $590 million to $630 million, which will include drilling 52.5 net operated Haynesville wells and then turning 54.4 net operated wells to sales. The increased spending from our earlier budget is related to the acceleration of the completion activity on an additional 9.4 net drilled but uncompleted wells. Accelerating this activity allows us to bring these wells on several months early versus our prior schedule where completion activity was not going to begin on any of these wells until January, 2022. So this is being funded with part of the proceeds from our $154 million divestiture of the Bakken properties. We are going to remain very focused on generating significant free cash flow for this year and as we look into 2022. And with the current gas prices, we anticipate significantly exceeding our original target of $200 million of free cash flow generation for this year. That incremental free cash flow and the proceeds from the Bakken sale will be used to also accelerate our delevering plans. And now we're excited to be able to be on the verge of accomplishing those, getting our debt down to a level that we think is the right level for the company and having a leverage ratio that's offset the right level. Over on Slide 14. This is a map outlined. We show in the area of our most recent well activity. We have completed 15 new wells since the time of our last call. These wells were drilled with lateral lengths that range from 4,578 feet up to a high of 10,530 feet the average lateral length being 7,925 feet. The wells tested at IP rates that range from $11 million a day to $30 million a day with a $22 million a day average IP rate. We currently have 13 additional wells that have been drilled that are waiting on completion. On our activity levels, we're currently running five and three frac crews. Our activities will remain steady at these levels through the end of the year, while we expect the number of our DUCs to further decrease by year-end. Over on Slide 15 is the updated D and C cost trend for our benchmarked long lateral wells. These included all our laterals that were drilled with greater than 8,000 foot lateral lengths. For the third quarter, our total D and C remained flat at $1,051 a foot. As compared to the second quarter and 2% higher than our full year 2020 D and C cost. Our drilling costs in the third quarter increased by 5% to $410 a foot compared to the second quarter, but 10% below our drilling cost in 2020. The quarter-to-quarter drilling cost increase was mainly attributable to rising pipe prices and a slightly lower drilling efficiency we had due to lower average lateral lengths drilled in the third quarter. Conversely, we experienced a slight quarter-to-quarter decrease of 3% in our completion costs the decrease resulted from a higher completion efficiency that was able to achieve during the third quarter. As a result of the rapid increase in commodity prices during the third quarter, we have already experienced some increase in service cost. Looking ahead to the fourth quarter and early next year, we anticipate a 10% average increase in service cost as the demand increases. We plan to partially offset these higher service costs through an increase in efficiencies by drilling longer laterals. In September, we successfully drilled, cased and cemented 215,000 foot laterals on the same pad, which we believe is the first in the basin. Both laterals were drilled to the Haynesville formation, and both these wells are currently being completed. We expect to have these wells turn to sales by mid-December. We are also in the process of drilling two additional 15,000 foot laterals in the Bossier formation. We expect to be finished drilling these wells before year-end, and the wells will be completed during the first quarter of next year. On Slide 16, we'll cover our recent agreement with MiQ to initiate the certification of our natural gas production in North Louisiana and East Texas under the MiQ methane standard. MiQ will oversee an independent third-party audited assessment of methane emissions from our companywide gas production, which is primarily made up of our Haynesville and Bossier shale gas production. Responsible Energy Solutions will serve as the third-party auditor for the certification process. The certification will cover two Bcf a day of natural gas production that we produce for our sales and our partners. This initiative demonstrates our commitment to produce our natural gas under strict environmental standards. It will also allow us to deliver differentiated, responsibly sourced natural gas to our customers. This process is expected to commence by the end of this year, and we anticipate we'll achieve certification during the first half of 2022. Again, to kind of reiterate what Dan said, this certification we hope to cover all the guests that we produce and then our partners, that's a two Bcf by the middle of next year. So I think that's a big step for us. We are cautious before we hired MiQ. We think they'll do a great job at a reasonable cost. So if you look at 2021, this is on Page 17, kind of the outlook. And I can tell you, we're just really excited about the quarter about what the fourth quarter looks like, and particularly what 2022 would look like. 2018, '19 were consolidation years. 2020 was a COVID year and '21 and '22, that's the delevering years. It's a focus on free cash flow. And I think Dan and his group have done a really, really good job. We continue to be a low-cost operator. But I'd like to direct you to Slide 17, where we summarize our outlook for the remainder of the year. Our original operating plan, which is what we told you, for this year, expected to provide production growth close to 10%. And most importantly, generate in excess of $200 million of free cash flow. Well, we're currently on track to significantly exceed the target $200 million in free cash flow, as Roland has stated. The primary focus this year is to improve our balance sheet, reduce our leverage and lower our cost of capital. Our March and June refinancing transactions have reduced our cost of capital with the $48 million annual savings in interest payments the free cash flow is being used to reduce our debt. Our leverage ratio has already improved to 2.3 times in the quarter, down from 3.8 times at the end of 2020. And then based upon our current plan and the price outlook, we anticipate our leverage ratio further improving to less than 1.5 times in 2022. And we remain focused on maintaining and improving our industry-leading low-cost structure and best-in-class well drilling returns. With our industry-leading low-cost structure, our Haynesville drilling program generates some of the highest drilling returns in all of North America. Our large inventory in the Haynesville/Bossier drilling locations provide us with decades of drilling inventory. We'll also focus on lowering our greenhouse gas emissions and have demonstrated our environmental stewardship with our recent partnership with MiQ to certify our gas as responsible sourced. We have very strong liquidity right now, over $1 billion of liquidity. On Slide '18, we provide our guidance for the fourth quarter, which is just the last three months. On the production side, we expect production to average between 1.42 and 1.45 Bcfe per day. That incorporate, that will be plus or minus 99% gas and that incorporates the sale of the Bakken, which is anticipated to close sometime in around mid-November. Development capital, as mentioned, is $115 million to $135 million, including the impact of the spending related to the acceleration of the 13 or 9.4 net DUC completions in order to benefit from the stronger winter pricing. We're using a portion of the Bakken sales proceeds to fund that acceleration, and those DUCs are now expected to all be online sometime in late December to the end of January versus the original budget in the February, March time frame. That budget anticipates remaining at five rigs at our current five rigs over the remainder of this year, we also anticipate spending another $1 million to $2 million on the leasing activities. LOE cost on a unit basis in the fourth quarter are expected to average $0.19 to $0.23, which is down from our prior annual guidance of $0.21 to $0.25. Gathering, transportation costs are expected to remain in the $0.23 to $0.27 range. The production and ad valorem taxes are expected to average $0.12 to $0.14, which is up from the prior guidance of $0.08 to $0.10, and that is all related to the impact of higher oil and gas prices. DD and A rate of $0.90 to $1 is unchanged as is our cash G and A guidance of $0.05 to $0.07. ","compname reports q3 loss per share $1.26. q3 adjusted earnings per share $0.34. q3 loss per share $1.26. qtrly production 1,424 mmcfe per day (98% natural gas). announced a partnership with miq to independently certify its natural gas production in north louisiana and east texas. " "Please note, for those of you listening by phone, you may experience a time delay in slide movement. When referring to operating margins, that is based on operating income and sales, excluding surcharge. Let's start on slide four and a review of our safety performance. Through the first half of our fiscal year, our total case incident rate was 0.5. During this time, we have achieved the lowest incident rate in Carpenter Technology's history and a 60% improvement year-over-year. This marks another key step forward in our mission to achieve a zero injury workplace. It is also noteworthy to point out that our PEP segment worked injury-free during the first half of the fiscal year. We continue to emphasize key initiatives as we look to secure our next safety milestone. Our safety results to date are especially impressive given the challenges related to COVID-19. Importantly, every one of our operating facilities has remained open, which is an achievement that I know resonates with our customers and shows a clear resiliency and commitment. Our second quarter results finished largely in line with our expectations. Our performance was impacted by ongoing inventory reductions as well as the continued market headwinds. Despite conditions being challenging, we are actively managing our business and have placed consistent emphasis on three key strategic priorities: first, ensure the safety of our employees. Second, drive cash flow generation and strengthen our liquidity profile. We have made further progress against this initiative in the second quarter and delivered $51 million of free cash flow. Fiscal year-to-date, we have generated almost $114 million in free cash flow. If you look at the last three quarters, we have generated $214 million of free cash flow. We ended the second quarter with total liquidity of $665 million, including $271 million of cash and no near-term financial obligations. Third, focus on the long-term relationships with our customers. We have successfully deepened our relationships with our key customers across our end-use markets as we partner to address evolving material requirement and the initial signs of recovery across our end-use markets. A great example of this is in the aerospace and defense end-use market, where we have recently extended multiple long-term agreements with key customers. There are a couple of critical takeaways from these contract extensions. Customers fully understand that capacity was limited for the aerospace materials we produce prior to the pandemic and that supply of such aerospace materials will be constrained again when build rates return to normalized levels. Carpenter Technology is one of only a handful of companies in the world that produce these highly specialized materials and the only one that has invested in capacity, namely the Athens facility. And the aerospace fundamentals that were present prior to the pandemic remained strong and unchanged going forward. While we are working to best position our core business to be stronger on the other side of the pandemic, we also continue to take steps to advance our capabilities and leadership in critical emerging technologies. To that end, our hot strip mill in Reading is now in the commissioning phase. The mill will be a significant enhancement to our existing soft magnetics leadership position as it expands our capabilities to capitalize on the electrification megatrend that is shaping and growing many of our end-use markets. I will speak more about our leading position in electrification later in my remarks. Now let's move to slide six for the end-use market update. Starting with the aerospace and defense end-use market, where sales were down year-over-year, but up slightly sequentially. Many of the trends we were seeing last quarter are still prevalent, including changing forward material needs and uncertainty around recovery timing. While our sequential results were up, we expect our third quarter performance to be choppy as the recovery takes shape. In the medical end-use market, sales were down 3% sequentially as customers continue to manage inventory levels as concerns around hospital capacity and potential resurgence weighed on the supply chain. In the transportation end-use market, sales were down year-over-year, but up sequentially due to a rebound in the global light vehicle submarket and the strength of our high-temperature solutions. Now moving to the energy end-use market. In terms of the year-over-year comparison, keep in mind that we divested our Amega West business earlier this fiscal year. Within the oil and gas submarket, conditions in North America remain challenging. For the power generation submarket, opportunities exist for applications in the gas turbine replacement cycle. Lastly, for the industrial and consumer end-use market, sales were down year-over-year and sequentially. However, we continue to experience strong demand for semiconductor and fluid control application. In addition, consumer market demand was up across all key application areas. In our industrial end-use market, we expect continued strong demand in the semiconductor industry for our highly engineered ultra high-purity materials. The strong demand is driven by global growth in semiconductor manufacturing to support 5G smartphones and cloud infrastructure. In fact, the demand for semiconductor capital equipment is expected to remain robust for the foreseeable future, with the world's largest contract chip maker planning to boost capital spending by almost 50% in 2021. Since Carpenter Technology is a global leader in providing ultra-clean materials to support critical semiconductor applications, we are constantly evaluating customer request to increase our already strong participation in this space. As we move into the second half of fiscal year 2021, we expect continued strength in the transportation in these markets. Our high-value solutions play a significant role in delivering advanced powertrains across both passenger and commercial vehicles. These are increasingly in demand as global emission standards tighten. Strong sales have been met with low inventory levels as U.S. vehicle inventory remains below 50 days of supply, down approximately 16% year-over-year. The heavy-duty truck market has rebounded and is projected to be up 40% in calendar year 2021. That's positive news as Carpenter Technology supplies high-temperature exhaust valve materials and specialty fuel delivery solutions to the top three engine producers. In our aerospace and defense end-use market, we continue to build on our already strong leadership position as we look forward to the market recovery. In the near-term, demand will likely continue to remain low and choppy at times as specific programs and customers are recovering at different rates. However, we expect a demand reset to higher levels if customers confidently reorient to increasing OEM demand. Of course, Carpenter Technology will benefit from this recovery as a critical supplier across multiple applications on virtually all aircraft platforms. Our customers continue to plan for the long-term, and we, likewise, are working with them to map out appropriate support plans. As I mentioned earlier, we continue to secure beneficial long-term contracts even during this downturn, with substantial price increases. These key aerospace customers understand robust demand will return and value our support. We remain very active in our defense submarket by offering advanced solutions. As a notable example, recently, a key customer accomplished a step change in performance of a target platform with the help of our material solutions. Our solutions are and will continue to be important for designers working on programs from aerospace electrification to next-generation defense systems. Now turning to our medical end-use market. States are beginning to lift restrictions on elective surgeries, spurring a restocking actions that will continue over the coming quarters at both end-user OEM customers as well as distributors supporting the medical device market. These restocking efforts have more impact on elective surgery applications such as orthopedic and dental as opposed to the more nonelective cardiology segment, which has been more resilient. The medical market is recovering ahead of aerospace, and our role as a critical supplier to the industry has been strongly reinforced and will provide incremental bottom line impact as demand recovers. As I mentioned earlier, we continue to invest in critical emerging technology. In addition to supporting an already strong aerospace position and auxiliary power units and generators, our new hot strip mill will enable the launch of products to provide lead time benefits and capacity for growing aerospace electrification applications, automotive-based engine turbocharger designs and the transition to electric vehicles. As electric vehicle demand continues to grow and program activity increases for electrifying short-range air travel, we are increasing our investment in motor technology and our soft magnetic solutions. Specifically, we are investing in advanced part capabilities and state-of-the-art modeling and testing. These capabilities ensure our customers realize the full material performance benefits in their motor and powertrain designs. We've also invested in emerging technologies related to additive manufacturing and digital platforms, where adoption could be accelerated due to changes caused by this pandemic. All are exciting developments to say the least and accelerators of earnings growth moving into the future. I'll start on slide nine, the income statement summary. Net sales in the second quarter were $348.8 million. And sales, excluding surcharge, totaled $299.4 million. Sales excluding surcharge decreased 3% sequentially on a 11% lower volume. Compared to the second quarter a year ago, sales decreased 36% on 33% lower volume. As Tony covered in his review of the end-use markets, the year-over-year decline is attributable to the ongoing demand headwinds in our key end-use markets of aerospace and defense and medical as a result of the global pandemic. As expected, the demand was similar to our recent Q1 levels. Given the current demand environment, we continue to actively manage our production schedules and focus on executing against our targeted inventory reduction program. As we said on prior calls, while the reduction in inventory drives near-term cash flow generation as evidenced by our growing liquidity, it negatively impacts our operating income performance. SG&A expenses were $42.2 million in the second quarter, down $13 million from the same period a year ago and flat sequentially. The lower year-over-year SG&A expenses primarily reflect the actions we took to reduce costs, including the elimination of about 20% of our salary positions, managing discretionary spend closely, as well as the impact of remote working conditions that reduce certain administrative costs, such as travel and entertainment. The current quarter's operating results include a $52.8 million goodwill impairment charge associated with our additive reporting unit that is in our PEP segment. In addition, our results for the quarter include $3.9 million in COVID-19 related costs. Included in this amount are direct incremental operating costs, including outside services to execute enhanced cleaning protocols, isolation pay for employees potentially exposed to COVID-19 and additional personal protective equipment and other operating supplies necessary to maintain the operations while keeping the employees safe against possible exposure. The operating loss was $89 million in the quarter. When excluding the impact of the special items, namely the goodwill impairment charge and the COVID-19 costs, adjusted operating loss was $32.3 million compared to adjusted operating income of $57.3 million in the prior year period and an adjusted operating loss of $30.9 million in the first quarter of fiscal year 2021. Again, the current quarter's results reflect the impact of significantly lower volume, combined with the targeted inventory reduction, partially offset by the cost reduction efforts. Our effective tax rate for the second quarter was 11.2%. When factoring out the disproportionate impact of the goodwill impairment charge on the tax rate, the income tax rate for the quarter would have been approximately 25%. For the balance of the year, we currently expect the tax rate to be in the range of 28% to 32%. Earnings per share for the quarter was a loss of $1.76 per share. When excluding the impact of the special items, adjusted earnings per share was a loss $0.61 per share. Before we move on to the segment slides, I would like to highlight a couple of modeling items. The first is related to interest expense. We provided fiscal year 2021 guidance for net interest expense of $35 million, which reflected the impact of the bond refinancing we completed in Q1 and the assumptions around capitalized interest for the large projects expected to be placed in service in 2021. Through six months, we reported interest expense of about $15 million and continue to expect full-year fiscal '21 interest expense to be about $35 million. The second is depreciation and amortization. Our guidance for fiscal year 2021 remains at $130 million. Through six months, we reported depreciation and amortization of $60 million. Now turning to slide 10 and our SAO segment results. Net sales for the quarter were $300.4 million or $251.6 million, excluding surcharge. Compared to the second quarter last year, sales excluding surcharge decreased 34% on 32% lower volume. Sequentially sales, excluding surcharge, were essentially flat on 11% lower volume. The sequential results reflect similar demand conditions in our largest end-use market of aerospace and defense as the supply chain continues to deal with near-term reductions in OEM build rates. This was partially offset by stronger shipments in transportation as North American light vehicle production continues to ramp back up. The industrial and consumer end-use market saw weaker demand in general industrial applications that was partially offset by higher demand for consumer applications. SAO reported an operating loss of $11.6 million for the current quarter. The same quarter a year ago, SAO's operating income was $76.3 million; and in the first quarter of fiscal year 2021, SAO reported an operating loss of $18.6 million. The year-over-year reduction in operating income primarily reflects the impact of lower volume as well as the negative income statement impacts of reducing inventory, partially offset by the actions taken to reduce operating costs. During the current quarter, SAO reduced inventory by approximately $58 million and year-to-date has reduced inventory by $131 million. Sequentially, the lower operating loss is principally the result of lower volume, offset by a favorable product mix and a less pronounced impact of the inventory reduction relative to the first quarter due in part to rising raw material prices. In addition, the current quarter's results reflect approximately $3.2 million of direct incremental costs associated with our efforts to protect our facilities and employees in light of COVID-19. This compares with $7.3 million in COVID-19 costs in Q1, which as we disclosed last quarter, included $3.1 million associated with a bad debt write off. Looking ahead, we expect demand conditions across most end-use markets will stabilize and begin to gradually recover in the second half of our fiscal year 2021. Based on current expectations, we anticipate SAO will generate an operating loss of approximately $8 million to $11 million in the third quarter of fiscal year 2021. The anticipated results reflect incremental operating expense reductions as a result of cost savings actions taken to date, combined with a less pronounced impact of inventory reductions, partially offset by higher sequential depreciation and amortization costs as our global ERP system and hot strip mill investments come online. This estimate includes similar sequential COVID-19 related costs in the upcoming third quarter. Now turning to slide 11 and our PEP segment results. Net sales, excluding surcharge, were $54.1 million, which were down 48% from the same quarter a year ago and down 12% sequentially. The year-over-year decline in sales was driven by market headwinds, largely due to the global pandemic. Additionally, sales in the energy end-use market declined as a result of our exit of the Amega West oil and gas business in the first quarter of this fiscal year. The sequential decline in sales reflects near-term demand pressures in aerospace and defense and medical end-use markets due primarily to the impact of a global pandemic and its impact on aircraft OEM build rates and medical elective procedures. These declines were partially offset by modest growth in sales in our distribution business. In the current quarter, PEP reported an operating loss of $7.2 million. This compares to an operating loss of $3.6 million in the first quarter of fiscal year 2021 and operating income of $0.4 million in the same quarter last year. The sequential operating results reflect the unfavorable impacts of lower sales. We continue to drive opportunities for incremental cost reductions across the businesses while realizing the ongoing benefits of the cost reduction and portfolio actions already taken. As we look ahead, we believe that demand conditions will gradually begin to improve in the coming quarters, and we continue to evaluate opportunities to reduce cost and manage working capital closely all while maintaining our ability to meet future anticipated demand. We currently anticipate PEP will generate an operating loss of $3 million to $5 million in our upcoming third quarter. Now turning to slide 12 and a review of free cash flow. In the current quarter, we generated $84 million of cash from operating activities. This cash generation was driven by improvements in working capital, primarily inventory. Within the quarter, we decreased inventory by $71 million. This reduction is substantial on the result of considerable effort to continue to execute against our targeted inventory reduction programs across our facilities. Over the last three quarters, beginning with our fourth quarter of fiscal year 2020, we've reduced inventory by $273 million. We remain in constant communication with key customers to ensure that we maintain the appropriate inventory levels and lead times are aligned as demand patterns change. In the second quarter, we spent $27 million on capital expenditures. We remain on track to spend about $120 million in capital expenditures for fiscal year 2021 as planned. As a reminder, our fiscal year 2021 capital spend includes completing the $100 million multiyear hot strip mill project, which will come online later this fiscal year. Tony will comment on the capabilities of the new hot strip mill and how it fits into our strategy in the coming slides. With those highlights in mind, we generated $51 million of free cash flow in the quarter. From a liquidity perspective, we ended the current quarter with total liquidity of $665 million, including $271 million of cash and $394 million of available borrowings under our credit facility. Our focus on liquidity is essential in the near-term as we work our way through disruptions brought on by COVID-19 in our end-use markets. It's also important to note that as a result of the actions we had taken to date to reduce cost and protect liquidity, we have been able to maintain a constant dividend to our shareholders. We believe that demonstrates our conviction in our ability to deal with the temporary impacts of the market disruption and our confidence in the long-term future for our business. On last quarter's earnings call, I announced the launch of the Carpenter Electrification brand. Interest has been extremely high, and I want to take some time to give you more insights into our vision. Carpenter Technology has spent decades perfecting the processing of soft magnet materials with the highest induction, permeability and lowest core losses. Historically, our materials have supported our leading position as a solutions provider for generator and auxiliary power unit, APU, applications, and this business has grown consistently with the aerospace market. Our Hiperco alloy motor technology is well-known in the aerospace market, where Hiperco stator cores are used in over two three of the APUs, which generate the power to kick off the main engine in aircraft. To support our existing business and further capitalize on the growing trend in electrification, we are in the final stages of commissioning our new hot strip mill on Reading campus. The new strip mill is another critical component of our electrification strategy. The bulk of the construction is complete, and the team is working diligently on the commissioning process. In early December, we hit an important milestone when the first hot metal was rolled on the new mill. Although there is still work to be done to ensure the facility is up and running, it is fair to say we are all excited about the potential for this facility. I thought I would highlight some of the technical details of the mill. The mill is designed to roll slabs from five inches thick down to coils with a minimum size of 0.08 inches, with width ranging from eight to 19 inches. It is designed to run iron, nickel and cobalt materials. And is also capable of rolling copper, manganese and titanium. The mill includes automated surface inspection equipment and a digital real-time quality and maintenance system. The mill will also enable us to produce materials in our existing portfolio with improved throughput, quality and responsiveness. To serve customers at every step of the way and to realize improved motor responses using these high-performance alloys, we have continued to expand our expertise into the production of stator and rotor stacks. Understanding that soft magnetic materials are sensitive to processing steps that can reduce their performance, our material experts are further advancing technical and manufacturing knowhow associated with the production of motor stack through a multitude of methods tailored to customers' performance requirements. These capabilities ensure our customers realize the full material performance benefits in their motor and powertrain designs. As we build our motor technology capabilities, we are already engaging with a wide variety of customers to utilize our Hiperco stack technology to solve the need of generating orders of magnitude improvements in power compared to conventional systems. Electrification trend across several of our end-use markets is clearly gaining significant momentum. Electrification of passenger vehicles is already a growing reality. The number of electrical vehicles sold is expected by some industry experts to increase from 2.5 million to over 10 times that by the year 2030. In addition, there is clearly momentum building for the electrification of transport trucks that could enable lower maintenance, better efficiency and lower ownership cost of transporting a payload, not to mention the substantial environmental benefit of zero-emission trucks. The anticipated growth for electric truck is one that we are watching closely. As we continue to hear from OEMs, a significant challenge to the expansion of electric trucks is the lack of sufficient energy density in the battery. We believe our materials and expertise can provide innovative solutions for this challenge. In addition, with our long-standing position in the aerospace supply chain, we see a concerted effort in commercial aerospace to move toward more efficient electric applications in existing aircraft and future paths to hybrid and full electric aircraft. Electrification benefits can also be seen in highly efficient and responsive motors for medical equipment. In consumer electronics, high performance, high induction, high permeability and low loss soft magnetic alloys are important for device performance benefits and product development flexibility. As you can see, the market opportunity is substantial. It's projected that the total electrification market, which includes motors, power electronics and legacy applications such as APUs will grow from approximately one billion today to as much as five times that number by the year 2030. With this type of growth, it is easy to see why Carpenter Electrification is an important component of our strategic plans going forward. The collaborations we're having with customers across many markets in support of their innovative designs to increase power, range or efficiency can be truly revolutionary in shaping the future. While the past nine months have presented significant challenges, we have acted decisively and quickly in response to unpredictable market conditions. First, we implemented enhanced safety protocols and a strategic action plan aimed at safeguarding our employees and facilities as well as continuing to fulfill customer needs. Second, we moved quickly to align our cost structure and portfolio to new market conditions. We have reduced our cost, idled facilities and divested businesses. Third, we have placed an emphasis on driving increased cash flow and strengthening our liquidity position. In the last nine months, we have generated $214 million of free cash flow. And our total liquidity at the end of this quarter was $665 million, including $271 million in cash. Our enhanced liquidity and streamlined cost structure places us on solid ground to drive accelerated growth as markets continue to recover. Today, we are confident that we will emerge on the other side of COVID-19, a stronger company and one with an established and profitable core business as well as a leadership position in disruptive technologies that will impact the future of our industry and our customers. Our capabilities in our soft magnetic space will be significantly strengthened following the completion of our hot strip mill in Reading. And the potential of our additive manufacturing platform, while delayed a bit due to COVID-19, remains highly attractive. We have taken significant steps and made difficult decisions during these last nine months, but believe we will be a stronger, cleaner and more flexible company moving forward. As I mentioned, the long-term outlook across our end-use markets remain strong, and we are an established and trusted supply chain partner in each. At the beginning of this fiscal year, we stated that it was our expectation to generate positive free cash flow and positive adjusted EBITDA in fiscal year 2021 despite volume headwinds and increased costs related to COVID-19. We are well on our way to over-delivering on that expectation. From a free cash flow perspective, we have generated $114 million through the first half of the fiscal year, and we remain confident that there is opportunity to generate incremental free cash flow in the upcoming second half of our fiscal year. ","carpenter technology q2 loss per share $1.76. q2 adjusted loss per share $0.61 excluding items. q2 loss per share $1.76. q2 sales fell 39 percent to $348.8 million. " "Please note for those of you listening by phone, you may experience a time delay in slide movement. When referring to operating margins, that is based on operating income and sales, excluding surcharge. Let's begin on Slide four and a review of our safety performance. Our fiscal year-to-date total case incident rate, or TCIR, is 0.6. We have now demonstrated three consecutive quarters of sub-1.0 TCIR performance as an organization, which is exceptional safety performance. However, we do not take these accomplishments for granted and continue to enhance the fundamentals of our program in areas such as hand safety, human performance, leadership development, ergonomics, employee engagement activities and at-home safety programs. I look forward to achieving our next safety performance milestone as we pursue safety excellence on our path to 0. Our third quarter results were largely in line with our expectations as near-term volume headwinds related to COVID-19 continue to pressure our financial performance. Both our SAO and PEP segments delivered results that were consistent with the guidance we provided on our second quarter earnings call. We have maintained a focus on our key strategic priorities during this challenging period. First, ensure the safety of our employees. Second, drive cash flow generation and strengthen our liquidity profile. Over the last four quarters, we have generated $189 million in free cash flow and ended the third quarter with total liquidity of $539 million, including $244 million of cash and no near-term financial obligations. And third, focus on the long-term relationships with our customers. During the quarter, we continued to expand our relationships across our customer base and then cover additional areas of value creation. As evidenced, we completed several contract extensions, primarily in our medical, transportation and aerospace and defense end-use markets. In the aerospace market, customers fully understand that capacity was limited prior to the pandemic and supply of aerospace materials will be constrained again when build rates return to normalized levels. As you know, Carpenter Technology is the only company in our space that has invested in capacity, namely the Athens facility. Qualification efforts have continued through the pandemic as we received a meaningful provisional approval during the quarter. Lastly, the investment made in our hot strip mill on our Reading campus is currently in its final commissioning stages. This advanced mill is a significant addition to our soft magnetics solutions and capabilities portfolio and positions us to benefit from the growing trend of electrification. Now let's move to Slide six and the end-use market update. Our customers and markets have been heavily impacted by COVID-19, particularly aerospace and defense, our largest market. We have been successful in mitigating a portion of the near-term impact of the aerospace downturn by capitalizing on growing demand for our solutions in transportation and industrial and consumer end-use markets, namely our semicon business. Recently, all of our end-use markets have experienced positive inflections and have moved past their pandemic decline trajectories. All of our end-use markets are in demand recovery, albeit at different rates. We believe the worst is behind us, and we expect to see improving conditions over the coming quarters. Let's get into some more detail starting with the aerospace and defense end-use market where sales were down both year over year and sequentially. In the third quarter, customer inventories continued to decrease, and we saw some initial replenishment activity. As a reminder, in our recent second quarter, we talked about a variety of onetime customer contract-related items, which represented a positive. When you remove the impact of those items, aerospace results would be relatively flat sequentially. While visibility remains limited, overall sentiment points to incremental improvement through the balance of calendar year 2021 and then accelerate activity in calendar year 2022 and beyond. In addition, future industry capacity and lead time continues to be a focus during conversations with customers as most recall the situation the supply chain was in prior to COVID-19 where lead times were significantly extended. Activity in the defense submarket remains solid, and we continue to see increased demand on select programs. In our medical end-use market, sales were up 7% sequentially. Elective procedure volumes increased compared to the second quarter as patient sentiment and hospital capacity improved. The recovery of elective surgery volume is expected to continue into the second half of calendar year 2021 as vaccination levels rise to support increased confidence. Based on current conditions, we expect activity levels in the medical end-use market to show further improvement in the fourth quarter as our customers look to support an increase in elective surgeries. As many of you recall, the medical end-use market was one of our fastest growing markets prior to the pandemic. Today, we remain well positioned to continue supporting the medical end-use market given our expanded OEM relationships, leading advanced materials portfolio and ability to develop new materials solutions that address complex and unmet market needs. In the transportation end-use market, sales were up both sequentially and year-over-year. On a sequential basis, sales increased across all of our submarkets. Demand in the light vehicle market remains solid driven by North America and China. While the heavy-duty truck market has largely recovered and is expected to grow through calendar year 2022. Overall, we are winning share in both the light vehicle and heavy-duty truck submarkets due to the value of our high-temp, high-resistance turbocharger and valve exhaust solutions. Now moving to the energy end-use market. Conditions in the oil and gas submarket remained challenged and activity levels remain low in the U.S., while international markets have shown some improvement. Keep in mind, that prior year third quarter results included our Amega West business that was divested during the first quarter of this fiscal year. In our power generation submarket, we continue to work with customers as the current maintenance upgrade cycle continues. Lastly, for the industrial and consumer end-use market, sales were down year-over-year and sequentially. The slight sequential decline was a function of order flow between the last two quarters as we continue to experience demand pickup, consistent with the general manufacturing recovery. I'll start on Slide 8, the income statement summary. Net sales in the third quarter were $351.9 million and sales, excluding surcharge, totaled $298.1 million. Sales, excluding surcharge, were effectively flat sequentially on 5% lower volume. Compared to the third quarter a year ago, sales decreased 40% on 39% lower volume. As Tony covered in his review of the end-use markets, the year-over-year decline is attributable to the ongoing demand headwinds in our key end-use markets of aerospace and defense and medical as a result of the global pandemic. As expected, the demand was similar to our recent Q2 levels. Given the current demand environment, we continue to actively manage our production schedules and focus on executing against our targeted inventory reduction program. As we have said on prior calls, while the reduction in inventory drives near-term cash flow generation, as evidenced by our liquidity position, it negatively impacts our operating income performance. SG&A expenses were $47.8 million in the third quarter, down $3 million from the same period a year ago, reflecting the actions we took to reduce costs, including the elimination of about 20% of our global salaried positions late last fiscal year, managing discretionary spend closely as well as the impacts of remote working conditions that reduced certain administrative costs such as travel and entertainment. Sequentially, SG&A costs were higher by $5.6 million, reflecting incremental costs in the quarter associated with going live with our new ERP implementation as well as the incremental depreciation costs associated with the ERP system. The current quarter's operating results include $7.6 million of restructuring and asset impairment charges, including inventory writedowns, associated with our ongoing actions to reduce cost and narrow focus in our additive business unit within our PEP segment. In addition, our results for the third quarter include $2.7 million in COVID-19-related costs, which are down slightly from the $3.9 million of COVID-19 costs incurred in our recent second quarter. As a reminder, these costs include direct incremental operating costs, including outside services to execute enhanced cleaning protocols, isolation pay for employees potentially exposed to COVID-19 and additional personal protective equipment and other operating supplies necessary to maintain the operations while keeping employees safe against possible exposure. The operating loss was $40 million in the current quarter when excluding the impact of the special items, namely the restructuring and asset impairment charges and the COVID-19 costs. Adjusted operating loss was $29.7 million compared to operating income of $58.7 million in the prior year period and adjusted operating loss of $32.3 million in the second quarter of fiscal year 2021. Again, the current quarter's results were largely in line with the expectations we set at the beginning of the quarter and reflect the impact of significantly lower volume compared to the prior year combined with a targeted inventory reduction, partially offset by the cost reduction efforts. Although not shown on the slide, in the current quarter, other expense net includes an $8.9 million noncash pension settlement charge related to our largest qualified pension plan. In addition to recording the charge in the current quarter, we were also required to remeasure the plan's net pension liabilities. As a result of the remeasurement, we expect pension expense to be lower by about $3 million for the full fiscal year versus what we had anticipated. For clarity, this reduction in net pension expense does not impact operating income. Our effective tax rate for the third quarter was 29.2%. For the balance of the year, we currently expect the tax rate to be in the range of 28% to 30%. Earnings per share for the quarter was a loss of $0.84 per share. When excluding the impacts of the special items, adjusted earnings per share was a loss of $0.54 per share. Now turning to Slide nine and our SAO segment results. Net sales for the quarter were $299.6 million or $246.5 million, excluding surcharge. Compared to the third quarter last year, sales, excluding surcharge, decreased 38% on 37% lower volume. Sequentially, sales, excluding surcharge, were essentially flat on 3% lower volume. These sequential results reflect similar weakened demand conditions in our largest end-use market of aerospace and defense as the supply chain continues to deal with near-term reductions in OEM build rates. This was partially offset by stronger shipments in transportation as North American light vehicle production continues to drive strong demand conditions for our materials. SAO reported an operating loss of $9.9 million for the current quarter. The same quarter a year ago, SAO's operating income was $76.4 million. And in the second quarter of fiscal year 2021, SAO reported an operating loss of $11.6 million. The year-over-year reduction in operating income primarily reflects the impacts of lower volume as well as the negative income statement impacts of reducing inventory, partially offset by the actions taken to reduce operating costs. During the current quarter, SAO reduced inventory by approximately $15 million and, year-to-date, has reduced inventory by $146 million. Sequentially, the lower operating loss is principally the result of lower volume, offset by a favorable product mix and a less pronounced impact of the inventory reduction relative to the second quarter due in part to rising raw material prices. In addition, the current quarter's results reflect approximately $2.1 million of direct incremental costs associated with our efforts to protect our facilities and employees in light of COVID-19. This compares with $3.2 million in COVID-19 costs in our recent second quarter. Looking ahead, we expect demand conditions across most end-use markets will stabilize and begin to gradually recover beginning in the fourth quarter of fiscal year 2021. Based on current expectations, we anticipate SAO will generate an operating loss of approximately $5 million to $7 million in the fourth quarter of fiscal year 2021. For clarity, I want to highlight a couple of key points in this guidance. First, this estimate includes similar sequential COVID-19-related costs in the upcoming fourth quarter. And second, as we continue to reduce inventory, we expect that we will be required to record a noncash LIFO decrement charge in our upcoming fourth quarter. Given the significant inventory reductions we expect to generate for the full fiscal year, we are liquidating LIFO layers that include inventory costs that are higher than the fiscal year 2021 cost and, as such, a noncash charge will be recorded to the income statement. The guidance we provided excludes the impact of any noncash LIFO decrement charges. Now turning to Slide 10 and our PEP segment results. Net sales, excluding surcharge, were $64.9 million, which were down 39% from the same quarter a year ago and up 20% sequentially. The year-over-year decline in sales was driven by market headwinds, largely due to the global pandemic. Additionally, sales in the energy end-use market declined as a result of our exit of the Amega West oil and gas business in the first quarter of this fiscal year. The sequential increase in sales reflects increasing demand for titanium materials used in the aerospace and defense and medical end-use markets. In addition, our distribution business drove higher sales due to growing demand related to the strong activity in the automotive supply chain. Lastly, our additive business saw a modest increase in sales as demand improved. In the current quarter, PEP reported an operating loss of $3.3 million. This compares to an operating loss of $7.2 million in the second quarter of fiscal year 2021 and an operating loss of $0.3 million in the same quarter last year. The sequential operating results reflect the favorable impacts of higher volumes across all the PEP business units. As we look ahead, we believe that demand conditions will gradually begin to improve in the coming quarters, and we currently anticipate PEP will generate an operating loss of $0 million to $1 million in our upcoming fourth quarter. Also, as I mentioned for SAO, the PEP guidance includes COVID-19 costs in line with the recent quarter but excludes any noncash LIFO decrement charges. Now turning to Slide 11 and a review of free cash flow. In the current quarter, we generated $4 million of cash from operating activities. As you can see within the cash flow generated from operations, we continue to reduce inventory, although less pronounced than we have executed in the last several quarters. Over the last four quarters, beginning with our fourth quarter of fiscal year 2020, we have reduced inventory by just under $300 million, including $182 million of reductions to date in fiscal year 2021. In terms of other working capital, with the implementation of our new ERP system, we experienced some challenges with customer collections that reduced cash from accounts receivable collections. Those challenges are largely behind us, and we expect to realize the benefits of that catch-up in our upcoming fourth quarter. In the third quarter, we spent $19 million on capital expenditures. We expect to spend about $110 million to $120 million on capital expenditures for fiscal year 2021 depending on the timing of certain projects expected to be completed in the balance of this fiscal year. The actions we have taken to generate cash in the current environment have been essential. It should not be lost that we believe in the value of returning capital to our shareholders. And despite the challenging economic conditions, we have continued to pay a quarterly dividend to our shareholders. The quarterly dividend demonstrates the confidence we have in our ability to deal with the near-term impacts of market conditions and the long-term prospects for our business. With those details in mind, we reported negative $25 million of free cash flow in the quarter. As I mentioned, we dealt with some challenges in the quarter related to cash collections of accounts receivable. As we look at the fourth quarter, we believe we have addressed those challenges, and we'll continue to execute on opportunities for further inventory reductions. With that in mind, we are targeting at least $50 million of positive free cash flow in our upcoming fourth quarter. From a liquidity perspective, we ended the current quarter with total liquidity of $539 million, including $244 million of cash and $295 million of available borrowings under our credit facility. Keep in mind, in the current quarter, we amended and extended our credit facility and reduced the size of our facility from $400 million to $300 million, which is reflected in the sequential change in liquidity. With that, I'll move on to the next slide, Slide 12, to talk about our capital structure. Over the years, we maintained a balanced view of capital allocation. And as the global pandemic emerged a little over a year ago, we quickly shifted our focus toward building liquidity, which was enabled by our strong capital allocation philosophy. In addition to the actions we took to reduce costs and focus on cash generation earlier this year, we took action to extend our maturity profile and add incremental cash to our balance sheet with our July 2020 notes offering. This extended our notes due in July 2021 to July 2028. Last month, in March 2021, we executed another important step in our strategy by completing an amended and extended credit facility. The previous credit facility was set to expire in March 2022. The new facility matures in March 2024. With those actions behind us, we have no near-term maturities and have significant liquidity with opportunities to generate even more. As we all know, different demand recovery time lines and customer ordering patterns will continue to influence our shorter-term quarter-to-quarter mix. I want to share a bit more on our enthusiasm related to midterm and longer-term outlooks in the end-use markets we serve. Let's start with aerospace. During the downturn, we continue to improve our already strong position. Most market participants and experts believe that demand will rebound to and through pre-COVID-19 levels which, if you recall, was already exhibiting constrained dynamics. Longer term, the industry will continue to need improved fuel efficiency and emissions, driving the need for better engine materials where we are strongly positioned. Defense will continue to experience market resiliency on key platforms that require increases in strength, customers and fatigue performance. Longer term, we are monitoring funding patterns as governments reassess their budgets after significant COVID-19-related spending. In medical, as orthopedics and dental follow the cardiology recovery, we continue to secure additional share and identify more upside, largely due to the breadth of the high-value material solutions we offer in support of the industry innovation in this space. Longer term, we see this continuing as quicker patient recoveries and improved patient outcomes will be the key drivers. In transportation, with the recovery well under way in North America and China, regulations drive the near-term movement to higher efficiency powertrains, which is a positive for our portfolio of high-temperature materials. Longer term, as electric vehicle adoption grows, it is natural they will take more and more share away from the large internal combustion engine base. We have a good view of the life cycle decline of those products and are balancing our focus accordingly. As I mentioned earlier, our new hot strip mill brings capability and capacity to support significant future electric vehicle volume growth. Moving to energy, which experienced a significant decline in demand this past year. Oil prices have increased by 50% in calendar year 2021, and we have seen limited capital expenditures released for some major projects that offer up specific opportunities. With that said, there will likely continue to be a supply and demand imbalance over the next couple of years. Longer term, we expect to see continued emphasis to move away from oil to natural gas and other alternative fuel sources. In industrial submarkets, specifically with semiconductor and fluid control products, the relatively steady demand we experienced through the pandemic is expected to increase driven by manufacturing for 5G, Internet of Things connectivity and more efficient power plants that require better-performing materials. The consumer submarket is expected to continue its seasonal cyclicality. However, we're seeing more and more applications that have tighter design envelopes that require the removal of wave interference and that make use of our materials to offer automated sensory feedback responses. Longer term, with the proliferation of digital and data management, we expect to see more devices with more sensors requiring exponentially more connectivity. I've spoken in prior quarters about our soft magnetics products and their relevance within increasing electrification trends. We believe this capability will well position us in the long term to capitalize on the growth in these areas. In the electrification space, we are participating in an increasing amount of prototype and initial low rate production initiatives that utilize our products to provide power dense propulsion in a manner that relies upon reduced mass or where there is limited space for the motor. And we see current drone, air taxi and other related applications becoming more and more relevant, especially where our options to extend range or boost performance are being exhausted. And lastly, in additive manufacturing, while we've seen some projects cancel or delay indifferently, along with some industry consolidation, we believe the competitive space has been narrowed, thus providing a focus on the value of our quality and life cycle management platform where data and knowledge management will be vital to the success of any additive program. Despite the challenges the pandemic has created, we have continued to strengthen our foundation for long-term profitable growth. I'm proud that we continue to drive toward a goal of a zero-injury workplace and that all of our facilities have remained open during the pandemic. The efforts have demonstrated a resiliency and commitment to our fellow employees, our customers and our communities. We have adopted to new working conditions, aligned our cost structure and our manufacturing footprint to rapidly changing market conditions. We have taken a series of steps to enhance our capital structure, drive strong liquidity and extend our debt maturities. We ended the third quarter with $244 million in cash and over $539 million in total liquidity. Our capital structure activities combined with our targeted cost reduction initiatives place us on solid ground to not just manage through the downturn but emerge on the other side a leaner, more flexible and more productive company. We have also deepened our relationships with our customers. Recovery across our end-use markets remains in varying stages. But we expect overall market conditions to continue to improve as we move through the rest of calendar year 2021 and into 2022. Some markets will recover faster than others. And we are laser-focused on capitalizing on the recovery as opportunities arise. This includes our largest end-use market, aerospace and defense, where the recovery is beginning to show signs of life. We are working daily with our customers to align our production schedules with their material needs as overall sentiment begins to trend upwards. Our core business is established and built upon 130 years of metallurgical expertise, manufacturing and processing experience and a commitment to delivering mission-critical solutions to customers in some of the largest industries in the world. This strong core business will be supported over the long term by the targeted investments we have made in critical, emerging technologies, including electrification and additive manufacturing. Taken together, we believe our core business and next-generation capabilities position us to deliver sustainable, long-term growth and value creation to our shareholders for years to come. ","carpenter technology q3 adjusted loss per share $0.54 excluding items. q3 adjusted loss per share $0.54 excluding items. q3 loss per share $0.84. q3 sales fell 40 percent to $351.9 million. " "Today's call will begin with Chris discussing business trends experienced during the first quarter of 2021, views of what's to come and context around our progress toward an unwavering commitment to achieving Vision 2025. Bob will discuss the financial details of Carlisle's first quarter performance and current financial position. Those considering investing in Carlisle should read these statements carefully and review reports we file with the SEC before making an investment decision. And we've also have historically provided in supplemental tables, which are available on our website. With that, I introduce Chris Koch, Chairman, President and CEO of Carlisle. I hope all of you, your families, co-workers and friends are staying safe and healthy as we collectively manage through what is hopefully the beginning of the end of the COVID-19 pandemic. Reflecting on the last 12 months of uncertainty, I take great pride in how roughly one year ago the Carlisle team handled the immediate threats born out of the pandemic. Our first actions were to ensure our teams at Carlisle were taking the steps necessary to provide a safe work environment. We ensured that our team members had access to healthcare, continue to be paid, and had company support for the difficult situations many were facing. We enacted strict health and safety protocols based on the CDC, World Health Organization and best-in-class peer actions and recommendations, which contributed to a low infection rate at Carlisle across the globe. Our next steps were to support our highly engaged and flexible workforce as they took very proactive measures to ensure we supported our customers that were providing essential services to the economy. We wanted to ensure that they can count on Carlisle to be there to provide the right product to the right place at the right time or what we've come to call, the Carlisle experience. Turning to Slide 3 now. Throughout 2020 an essential part of leadership's job was to cut through the confusion, misinformation and complexity present in our daily lives and communicated a clear, direct and simple strategic vision for the organization that would inform our priorities, educate our collective mission and guide our everyday actions of work. At Carlisle we call this Vision 2025. This compelling strategic framework gave us clear direction and consistency emission during the tumultuous past year and will continue to guide our efforts as we accelerate into the recovery in 2021. During the past 12 months Carlisle again proved its ability to navigate varying economic cycles with steadiness and focus, while delivering strong financial performance reconfirming our conviction in Vision 2025 and it's key strategies. The first quarter of 2021 continues to validate the hard work, effort and commitment by all Carlisle employees to our stakeholders and signals that operational momentum is building across our platforms. Moving to Slide 4. Due to the strength in our CCM, CFT and CBF businesses, our revenue was flat year-over-year despite a very tough comparison to quarter 1 of 2020. The well-understood impact of the COVID-19 pandemic on the commercial aerospace markets continued to weigh on CIT results and it had a significant negative impact on the first quarter of this year. More than offsetting this was outstanding performance at CCM where our team delivered 6.3% year-over-year revenue growth. A tremendous achievement when considering the first quarter of 2020 was 1% higher than 2019 and Q1 of '19 was 12% higher than 2018. Additionally, we are encouraged by CBF's rebound from a multi-year sector decline in demand for off-highway vehicles. And lastly, CFT continues to build on its second half 2020 performance and we're encouraged with CFT's global end market strengthening. Our strong results and rapid recovery from the initial shock of the early stages of the pandemic reinforce our confidence in the Carlisle team's ability to achieve Vision 2025. The first quarter results highlight how we continue to execute on our long-term strategies including maintaining the highest standards in providing the Carlisle experience to our customers, investing in high return capital projects to drive organic growth across our core platforms, working an active pipeline of acquisition targets, returning excess capital to shareholders through share repurchases and dividends, continuing on our ESG journey and demonstrating the exceptional and sustainable earnings power of the Carlisle business model. It is our history of innovation, investment and continuous improvements that supports more conviction than ever in Carlisle's future success. The first quarter of 2021 continue to demonstrate the strength of the CCM franchise and reaffirms our commitment to reinvesting in this, our highest returning business. Our pivot to CCM that began with the introduction of Vision 2025 several years ago was to us an obvious strategic choice after more than two decades of exceptional returns on capital, strong organic growth and solid financial performance. This is further bolstered by the now well-understood value of the Carlisle experience. By the Carlisle experience we mean ensuring delivery of the right product at the right place at the right time. We mean industry-leading investment in production facilities and R&D capabilities, best-in-class education for channel partners on the latest roofing products and installation best-practices, an award-winning customer service team, continuing to innovate and provide value-added products that ensure quicker, easier and safer installation of our building envelope systems and solutions in an increasingly labor and material constrained environment. And finally, and maybe most importantly, contributing products that provide a better environment for all stakeholders. Taken in whole, the Carlisle experience is how CCM has become a manufacturing, engineering and commercial leader in the construction products industry. Further evidence of our commitment to the Carlisle experience into investing in our highest-returning businesses, earlier this week Carlisle announced plans to invest more than $60 million to build an innovative, state-of-the-art manufacturing facility in Sikeston, Missouri. This investment will support our organic growth initiatives and also create jobs for the city of Sikeston and surrounding communities. The building and its surrounding footprint will incorporate the latest advances in lead building technologies and highest standards of sustainability. The insulation materials manufactured here not only lower energy cost for building owners and operators, but also help reduce a buildings GHG emissions. Additionally, this site's central location will reduce the carbon footprint of CCM's supply chain and improve material lead times for customers in the region. Demand continues to grow for our insulation solutions given the strong reroofing cycle under way in the U.S. as well as the growing needs to improve the energy performance of commercial buildings. With that in mind, we felt this was the right time to expand our capacity and enhance the Carlisle experience for our customers in the Midwest. Please turn now to Slide 6. illustrated are some specifics on our first quarter results where CCM exhibited the remarkarble the strength of its business model. CCM organic sales grew nearly 6% year-over-year reflecting strong demand for our sustainable building envelope solutions and underscoring the importance of the Carlisle experience. March volumes were particularly strong more than offsetting significant weather-induced softness in February. And additionally, bookings entering the second quarter are at record levels. Fortunately, our conviction in a strong 2021 meant that we anticipated the market needs and drove elevated production levels during the latter part of 2020 and into the winter months as others in the industry cast out on underlying demand. We did this is a commitment to our customers to ensure their needs will be met and continue to earn our place as a supplier of choice for their building envelope solutions. CCM continues to benefit from the strong reroofing cycle in the United States. Our products and solutions for non-residential buildings are non-discretionary and can only be deferred for so long. We believe CCM volumes in 2021 should benefit from work postponed in 2020 due to the pandemic. But we maintain our conviction in the sustainability of the reroofing demand in the U.S. where we continue to expect the market to grow from $6 billion to $8 billion in the next decade. Additionally, CCM is meeting head-on the challenges from the significant acceleration in raw material and logistics cost inflation during the quarter. Coming into the year we were expecting an inflationary environment, coupled with strong demand and thus had prioritized selling price increases across most product categories at CCM to ensure we can continue to invest in and provide world-class customer service to our customers. Our procurement and supply chain teams are doing a great job in navigating a volatile and extremely tight marketplace. Again with the goal of providing the best-in-class Carlisle experience to our customers. The first quarter results were in line with subdued expectations given the ongoing disruption in the commercial aerospace market. Improving leading indicators, which include the expanding vaccine rollout, increasing numbers of domestic travelers, growing aircraft manufacturer backlogs, and improvements in CIT's order books give us confidence that CIT is positioned for a sequential improvement going forward. CFT delivered improved revenue and profitability performance in the first quarter driven by its reenergized commitment to new product innovation, improved operational efficiencies, price discipline and integration of our newer platforms. We are especially pleased that new products accounted for over half of the volume growth in this quarter. At CBF the significant actions taken to improve the business over the past few years are yielding expected results combined with demand for off-highway vehicles and equipment especially in Ag and construction is driving very strong volumes. CBF is delivering positive and accelerated earnings growth in what looks to be a significant inflection year for this business. Our ESG efforts also continue to gain momentum under Dave Smith, our recently appointed Vice President of Sustainability. In early April, we published our 2020 sustainability report in conjunction with the launch of a new award-winning ESG-focused website. These launches collectively share details of Carlisle's century-long journey and provide a deeper look into the socially responsible approach we undertake to create value for all stakeholders of the company. I'd also like to highlight how important the Carlisle operating system was to Carlisle throughout the past year and will continue to be as we drive to deliver Vision 2025. During the pandemic year of 2020 and the 13th year of our COS journey, our teams leaned heavily on COS to navigate through significant uncertainty. The first quarter again demonstrated the value of COS as we delivered 1.2% savings as a percent of sales well within our target of 1% to 2% annually. Moving to Slide 8. Before Bob updates you on our financial performance, I wanted to give you a quick update on capital deployment. We continue to seek synergistic acquisitions that are currently working a robust pipeline. For years we remained active on share repurchases buying back $150 million worth of shares during the first quarter and we paid $28 million worth of dividends. We remain opportunistic in share repurchases and will continue to balance our cash position with the opportunities within the robust M&A pipeline. We believe the strong performance in the first quarter across all platforms at Carlisle is a product of staying the course on our strategies. I'm proud of how the team met the challenges in the past year. I believe Carlisle is at a solid position to accelerate through the recovery. Bob will now provide operational and financial detail about the first quarter and review our balance sheet and cash flow. Starting with this quarterly call when referencing profitability I'll be speaking to adjusted EBITDA margins and adjusted earnings. Revenue was flat in the first quarter driven by CCM, CFT and CBF offset by the well-documented commercial aerospace decline in CIT. Organic revenue declined 1.4%. CCM, CFT and CBF all delivered greater than 5% organic growth in the quarter. Acquisitions contributed 0.4% sales growth for the quarter and FX was a 90 basis point tailwind. Turning to our adjusted EBITDA margin bridge on Slide 10. Q1 adjusted EBITDA margin declined 180 basis points to 14.4%. Pricing and volume headwinds combined for a 150 basis point decline is driven by CIT. Acquisitions were a 10 basis point headwind. Freight, labor, raw material and other operating costs netted to a 140 basis point decline. COS benefits added 120 basis points. On Slide 11, we have provided adjusted earnings per share bridge where you can see the first quarter adjusted earnings per share was $1.47, which compares to $1.67 last year. Volume, price and mix combined were $0.24 year-over-year decline. Raw material, freight and labor costs were a $0.25 headwind. Interest and tax together were a $0.01 headwind. Partially offsetting the decline, share repurchases contributed 5%, COS contributed $0.16, and lower opex was a $0.09 benefit year-over-year. While COVID-related volumes declines at CIT clearly represented the most significant headwind during the quarter, our CIT team did a commendable job managing costs, leveraging COS to improve efficiencies and taking actions to position Carlisle for recovery while mitigating the pandemic's impact on earnings. At CCM, the team has again delivered outstanding results with revenues increasing 6.3% driven by volume and 60 basis points of foreign currency translation tailwind. CCM continued to exhibit its resilience with solid U.S. commercial roofing performance despite continued COVID-related restrictions in some areas and severe weather in February. Our European and architectural metal teams were solid contributors to the quarter's revenue performance. Adjusted EBITDA margin at CCM was 20.1% in the first quarter, a 50 basis point improvement over last year, driven by the higher volumes, COS savings and cost management partially offset by wage and raw material inflation. CIT revenue declined 30.6% in the first quarter. As has been well-publicized this decline was driven by the pandemic's impact on commercial aerospace markets. While recovery in aerospace could be prolonged we are confident that there will be a resumption of growth with the continued rollout of the COVID vaccine and airlines returning to profitability. In our medical platform where sales were up nicely in the quarter year-over-year, we continue to expect sequential improvement from pent-up demand as the impacts of COVID on hospital capex in postponement of elective surgeries ease. Additionally, our project pipeline is robust and our backlog's improving. CIT's adjusted EBITDA margin declined year-over-year to 7.1% driven by commercial aerospace softly -- partly offset by savings from COS and lower expenses. While the actions taken by CIT in 2020 to rightsize our footprint and reuse the overall workforce were difficult, we are positioned to deliver sequentially improving performance throughout 2021. Turning to Slide 14. CFT sales grew 12.9% year-over-year. Organic revenue improved by 5.3%. Acquisitions added 4.1% in the quarter and FX contributed 350 basis points. Stabilization in key end markets, driven by an improved industrial capital spending outlook in 2021 coupled with new product's introductions, pricing resolve and efforts to upgrade the customer experience position CFT to accelerate through the recovery. Adjusted EBITDA margins were 15.5% with a 590 basis point decline year-over-year. This decline primarily reflects an FX gain of approximately $3 million from the previous year, partially offset by growing volume. Turning to Slide 15. CBF first quarter organic revenue growth was 20.4% and FX had a positive 3.7% impact driving CBF's organic total growth to 24.1% in the quarter. Demand for agricultural and construction equipment was a primary contributor to the growth. Additionally, backlog continues to strengthen with bookings up 80% year-over-year. Adjusted EBITDA margins were 13.3%, a 600 base improvement driven by higher volumes and COS savings. On Slide 16 and 17 we show selected balance sheet metrics. Our balance sheet remains strong. We ended the quarter with $767 million of cash on hand and $1 billion of availability under our revolving credit facility. We continue to approach capital deployment in a balanced and disciplined manner. Investing in organic growth through capital expenditures and opportunistically repurchasing shares while also actively seeking strategic and synergistic acquisitions. Free cash flow for the quarter was $47.6 million, a 57% improvement year-over-year. Turning to Slide 18, you can see the outlook for 2021 and corporate items. Corporate expense is now expected to be approximately $120 million for the year driven by stock and incentive-based compensation along with higher medical expenses. We continue to expect depreciation and amortization expense to be approximately $225 million. For the full year, we expect to invest in our businesses and still expect capital expenditures of $150 million to $175 million. Net interest expense is still expected to be approximately $75 million for the year, and we still expect our tax rate to be approximately 25%. Finally, we expect restructuring in 2021 to be approximately $20 million. During the second quarter of 2021, we are very optimistic about the remainder of the year. From record backlogs at CCM to growing positive trends in CIT's aerospace markets to recovery in both CBF and CFT coupled with excellent sourcing and price discipline, we're confident in our ability to deliver solid results for our shareholders. We will continue to seek to deploy capital into strategic acquisitions, share repurchases and dividends. While there are still uncertainties around the pandemic for the full year of 2021, we anticipate the following. At CCM supported by a strong multi-year reroofing base, project deferrals that occurred in 2020, positive momentum in our newer businesses of architectural metals and polyurethanes, and expansion of our European business, we now anticipate revenue growth of low double digits in 2021. At CIT given improving leading indicators, including a vastly better COVID-19 outlook, increasing daily TSA screenings for domestic travel, and improving airline financials translating into increased manufacturers orders CIT's financial performance has stabilized and is positioned for sequential improvement going forward. That said, we anticipate pressures remain near term. Given a very difficult year-over-year comparison in the first and second quarters we continue to expect CIT revenue will decline in the mid-to-high single-digit range in full year 2021. At CFT with end markets strengthening especially general industrial and improvements in the team's execution of our key strategies, we continue to expect low double-digit growth in 2021. And at CBF supported by strengthening demand in core markets, price resolving and growing backlog, we now expect over 30% year-over-year growth in 2021. And finally, for Carlisle as a whole, we expect low double-digit growth in 2021. In closing, I want to once again express my gratitude to our dedicated employees, their families, our business partners and all those associated with Carlisle's success. Given our 100-year history and the resilience this company has shown in times of adversity and uncertainty, we remain confident in Carlisle's outlook, our strong financial foundation, cash-generating capabilities, unwavering commitment to our Vision 2025 strategic plan, and to providing products and services essential to the world's needs. This concludes our formal comments. ","sees fy sales for carlisle brake & friction up more than 30%. q1 adjusted earnings per share $1.47. " "I'm Susie Lisa, senior vice president of investor relations for CVS Health. Today's call is being broadcast on our website, where it will be archived for one year. 2021 was an important year for CVS Health. We exceeded our financial goals. We advanced our strategy and we brought greater value to the people we serve, playing a critical role in the nation's pandemic response. We ended a strong 2021 with another strong quarter. We exceeded our adjusted earnings per share expectations for the fourth quarter in a row delivering $1.98 adjusted earnings per share in the final quarter of 2021 and $8.40 adjusted earnings per share for the full year. We are entering 2022 with powerful momentum. We are delivering healthcare solutions that are personalized, connected, and increasingly digital. We are engaging millions of consumers across our businesses and in our community health destinations across America. CVS Health is becoming a bigger part of their everyday health. Turning now to our performance. For the full year 2021, CVS Health grew adjusted revenue by 8.8% to $292 billion. We delivered adjusted operating income of $17.3 billion, up 8.1% year over year. And we increased adjusted earnings per share by 12%. We generated strong cash flow from operations of nearly $18.3 billion for the full year, exceeding our most recent guidance of at least $13.5 billion. This strong performance positions us well for 2022. At this early stage of the year, we are maintaining our full year 2022 adjusted earnings per share guidance of $8.10 to $8.30. Our forecast reflects increased volume from COVID testing and front store sales in our retail business relative to our forecast at investor day, offset by the accelerated timing of vaccine boosters pulled into the fourth quarter of 2021. Shawn will provide more details on our results and guidance shortly. Our 2021 performance demonstrates our ability to anticipate, deliver, and exceed consumers' expectations for healthcare. Consumers are a major force driving change in healthcare, and we continue to engage successfully with individuals in more places and on their terms, virtually, in the home, and in their local community. Customers and clients continue to realize the superior value we are providing with our integrated health solutions, particularly those that address the most prevalent, costly, and complex health conditions, such as diabetes, cancer, and chronic kidney disease. Turning to the segment highlights. In healthcare benefits, we delivered 9.4% adjusted revenue growth for the full year 2021, driven by our performance in government services. We had another strong year of Medicare growth with increases across all product lines. Total Medicare Advantage membership grew at 9.8% on a year-over-year basis, as we added over 265,000 new members in 2021 and exceeded our initial growth expectations. As a result of our strategic focus on dual-eligible special needs plans, enrollment nearly doubled in 2021. Our full year medical benefit ratio of 85% was in line with our guidance expectations. For the full year 2021, the utilization of total healthcare services in aggregate was in line with normalized historical baseline levels. Turning to 2022, we had an impressive annual enrollment period in our Medicare business. For the second consecutive year, we grew all Medicare product lines, and our growth rates this year exceed the industry averages in all categories. We grew total Medicare Advantage membership by 11.6% versus the prior year, reflecting increases in individual and group Medicare Advantage of over 15% and 6%, respectively, year over year. We also led the industry in absolute Medicare PDP net membership growth. This added nearly 295,000 net new members, while the overall PDP market continues to decline. We had a solid 2022 selling season in our national accounts commercial business. We expect to grow membership in the low single digits for the full year and maintained strong client retention of 96%. Our success is driven by the combination of our competitive cost structure, our integrated benefit designs, including medical and pharmacy, and products and services that utilize CVS Health capabilities, such as Transform Care Diabetes and Virtual Primary Care programs. Membership enrollment was lower than expected in the eight ACA individual exchanges we entered this year. We continue to build this business gradually, with select geographic expansion, a focused price discipline, and the appeal of co-branded Aetna CVS Health offerings. Consistent with our prior guidance, we do not expect this offering to contribute materially to our financial results in 2022. Overall, our deep understanding of consumer needs, innovative product portfolio, and our service excellence will drive growth in our healthcare benefits segment. Our comprehensive range of products and benefit design that address consumers' whole health needs remains a key differentiator and fueled a strong selling season. For 2022, we forecast 7% to 9% revenue growth and 15% to 17% adjusted operating income growth. Turning to pharmacy services, we delivered 7.8% revenue and 20.6% adjusted operating income growth in 2021. We continue to be a consultative partner to our clients and members. We're delivering industry-leading cost trends and savings, service excellence and a broad product portfolio, and a commitment to transparency. We consistently create value for our customers and clients with our better-than-market drug trend. We continue to enhance our utilization programs to ensure access to the therapeutics that are the most clinically appropriate. For 2022, we achieved a client retention rate of over 98% and drove $8.8 billion of net new business revenue. We are a leader in specialty pharmacy, delivering revenue growth of 12.3% for the fourth quarter and 9.3% for the full year versus prior period. Our specialty pharmacy programs drive value in the marketplace and they differentiate us as we pair programs with digital capabilities to deliver a convenient and connected experience. For pharmacy services in 2022, we expect 6% to 8% revenue growth and 7% to 9% adjusted operating income growth, as we create long-term value for our clients and our members. Our retail segment plays a critical role as a community health destination for millions of Americans. This segment outperformed the industry and our expectations in 2021. We grew revenue 9.8% year over year to just over $100 billion, marking an important milestone in the history of this CVS Health business. We delivered an exceptional 24% adjusted operating income growth in 2021. Pharmacy sales and prescriptions filled both increased by nearly 9% year over year. This was notably driven by consumers who came to CVS Health for COVID-19 vaccine administration. For the full year 2021, CVS Health administered more than 32 million COVID-19 tests and more than 59 million vaccines. Over 35% of COVID-19 vaccines in 2021 were administered during the fourth quarter. Our work to test and vaccinate America for COVID is a powerful example of the relationships we are building with consumers, which leads to new customers seeking a range of other health services at CVS Health. Front store sales growth was strong throughout 2021, up 8.4% versus the prior year. They were led by consumer demand for the over-the-counter COVID-19 tests, as well as cough and cold, beauty, and personal care products. We sold over 22 million OTC COVID-19 tests with approximately 70% of sales in the fourth quarter. We are progressing on optimizing our retail portfolio and pivoting our stores into three formats: primary care clinics, enhanced health hubs, and traditional CVS pharmacy locations. We are executing our plan to dedensify stores based on consumer health and buying needs, omnichannel preferences, and shifts in the U.S. population. For 2022, as I mentioned, given the earnings outperformance and pull-forward of vaccine boosters in 2021, we are maintaining our 2022 guidance. This now implies retail revenue to be plus or minus 1% versus prior year, and a low 20% decline in adjusted operating income growth. Shawn will provide more details. Our digital approach is focused on delivering a superior experience for consumers by creating a more connected and seamless health journey. We are making progress toward setting a new standard for digital healthcare for consumers. CVS.com is one of the top health websites with over 2 billion visits in 2021, up nearly 55% over the prior year. Our digital capabilities for health interactions such as COVID testing and vaccines, prescription services, and sales of health and wellness products have dramatically increased consumer engagement across all CVS Health businesses. We now serve 40 million customers digitally, up approximately 10% in the last six months alone. In 2021, we launched several new digital health services powered by advanced analytics to personalize the experience. We made it easier to join our CarePass program reaching 5.6 million subscribers in the quarter, up more than 40% year over year. We integrated CarePass for our Aetna Commercial members and are excited about the adoption we are seeing. We also simplified the CarePass enrollment for all consumers, which is driving more growth in subscribers. For our HealthHUB and MinuteClinic patients, we simplified and digitized the check-in process for patients. Our self-service digital tool enables individuals to complete traditional paperwork in advance of their appointment. Almost 80% of patients are already utilizing this capability. At our investor day, we promised a superior healthcare experience for consumers that will improve health outcomes, lower cost, and provide broader access to care. We are making several moves to realize our vision for healthcare. We're advancing our care delivery capabilities, optimizing our retail portfolio, and further diversifying the health products and services that we offer. We're driving this evolution both through internal initiatives and by seeking to execute capability-focused M&A for complementary health services. We will connect consumers in more places in more ways and on their terms, with our digital-first technology-forward approach, as well as an enhanced omnichannel health experience. These strategic moves will accelerate the growth of our foundational businesses. In all this work, we will place the consumer at the center of all that we do. We remain focused on delivering on our commitment to sustainability for our shareholders, our customers, and our communities. We recently launched CVS Health Zones, aim to advance health equity and to address social determinants of health in high-risk communities. We are collaborating with trusted national and local organizations to confront the six key social determinants of health through local investments. Our goal is to equip communities with the resources needed to close gaps in care for specific health conditions, such as diabetes and heart disease. Health Zones is now active in five geographies with additional markets planned in 2022. We remain committed to the environment and have pledged to reduce our overall impact, cutting greenhouse gas emissions across our operations and supply chain, and decreasing resource consumption, especially paper and plastic. In December, CVS Health was named to the 2021 S&P Dow Jones Sustainability North American Index for the 9th consecutive year and the Dow Jones Sustainability World Index for the third consecutive year. Our financial performance, execution, portfolio of assets, and differentiated strategy all create strong momentum into 2022 and a clear pathway to achieve low double-digit adjusted earnings per share growth over time. I would also like to take a moment to recognize the continued contribution of our colleagues who have played a vital role in helping our nation prevail over the pandemic. I am proud of what we have done and are doing every day to make a difference. Our fourth quarter results reflect the continuation of the strong performance delivered in the first three quarters of the year, as we once again exceeded our expectations for revenue, cash flow, and adjusted earnings per share. We maintained our focus on growth, operational execution, and supporting the communities we serve as the effects of the pandemic persists. Starting with the enterprise as a whole. Total fourth quarter adjusted revenues of 76.6 billion, increased by 10.6% year over year. We reported adjusted operating income of 4.1 billion and adjusted earnings per share of $1.98, representing an increase of 40.8% and 52.3% versus prior year, respectively. For full year 2021, we reported total adjusted revenues of 292.1 billion, an increase of 8.8% versus prior year, reflecting robust growth across all business segments. We delivered adjusted operating income of 17.3 billion and adjusted earnings per share of $8.40, up approximately 8.1% and 12% year over year, respectively. And we generated significant cash flow from operations of nearly 18.3 billion. This marks a record year of cash flow from operations for CVS Health and reflects the strength of our financial results, accelerated collections, and focused improvements in our working capital position. Turning to the healthcare benefits segment. Fourth quarter adjusted revenue of 20.7 billion increased by 10.1% year over year, driven by membership growth in our government services business and lower COVID-19-related investments, slightly offset by the repeal of the health insurer fee. Adjusted operating income of 510 million grew by over 230% year over year, driven by lower COVID-19 related investments and improved underlying performance, partially offset by higher COVID-related medical costs compared to prior year. Our adjusted medical benefit ratio of 87% improved 130 basis points year over year, driven by lower COVID-19 related investments, partially offset by the repeal of the health insurer fee. As a result of the omicron variant, we experienced higher COVID testing and treatment costs in the fourth quarter, but this was largely offset by lower non-COVID costs, particularly in Medicare and Medicaid. Days claims payable at the end of the quarter was 49 and was, as expected, lower than the third quarter and consistent with normal seasonal trends and historic levels. Overall, we remain confident in the adequacy of our reserves. In the pharmacy services segment, fourth quarter revenues of 39.3 billion increased by 8.2% year over year, driven by increased pharmacy claims volume, growth in specialty pharmacy, and brand inflation, partially offset by the impact of continued client price improvements. Total pharmacy membership increased by approximately 400,000 lives sequentially, reflecting sustained growth in government programs. Total pharmacy claims processed increased by 8.2% above prior year. Approximately half of this growth was attributable to net new business in 2021, with COVID-19 vaccine administration and new therapy prescriptions also contributing to the year-over-year growth. Adjusted operating income of $1.8 billion grew 16.8% year over year, driven by improved purchasing economics, reflecting the products and services of our group purchasing organization, and growth in specialty pharmacy. In our retail long-term care segment, we delivered exceptional revenue and adjusted operating income growth versus prior year and once again exceeded our expectations. Fourth quarter revenue of 27.1 billion was up by 12.7% year over year, representing an increase of 3 billion. There are two main components to this increase: one, approximately 60% was driven by the administration of COVID-19 vaccines and testing; front store sales, including demand for over-the-counter COVID test kits and related treatment categories; as well as strong COVID-related prescription volume. The remaining 40% was attributable to a combination of underlying sustained pharmacy growth and broad strength in front store sales trends, partially offset by continued pharmacy reimbursement pressure. This strong revenue growth helped produce adjusted operating income of 2.5 billion. This quarterly result was 38% above prior year and significantly exceeded our forecasts. The increase in adjusted operating income was driven by a few key components: the administration of COVID-19 vaccines, underlying strength in pharmacy and front store sales, and a $106 million gain from an antitrust legal settlement, which were partially offset by the combined impacts of ongoing but stable reimbursement pressure, and business investments, including the minimum wage increase and store improvements. In terms of the improved performance in the quarter versus our expectations, there are two primary components. Approximately 75% was driven by vaccines, largely third-dose boosters, which we previously expected to impact the first quarter of 2022. And the remaining 25% was driven by the nationwide surge in demand for over-the-counter and diagnostic COVID-19 testing, combined with stronger underlying front store sales performance. Looking at cash flow and the balance sheet. Our liquidity and capital position remained strong at the end of the fourth quarter with full year cash flow from operations of nearly 18.3 billion and nonrestricted cash of over 3.8 billion. Through our proactive liability management transaction in December, we paid down 2.3 billion in long-term debt in the quarter, bringing the total long-term debt we have repaid since the close of the Aetna transaction to a net total of 21 billion. In addition, we returned over 2.6 billion to shareholders through our quarterly dividends in 2021. Our consistent outperformance during 2021 provides solid momentum as we head into this year, setting the stage for our continued strong outlook in 2022 despite multiple COVID unknowns that remain challenging to predict, such as additional variants, vaccine and testing protocols, and government testing initiatives. As Karen noted earlier, we are maintaining our full year adjusted earnings per share guidance range of $8.10 to $8.30. We feel this is an appropriate stance at this early point in the year, especially given the earnings outperformance of retail in Q4 was due largely to the pull-forward of third-dose vaccine administration from 2022 into 2021. This represents 2% to 5% growth versus our revised 2021, adjusted earnings per share baseline of $7.92. As you think about the adjusted earnings per share baseline and year-over-year growth, I'd like to encourage you to keep a few things in mind. First, recall that our 2021 baseline of $7.92 removes items we do not forecast, prior year's development, net of profits returned to customers and net realized capital gains. It also includes the annualized impact of our investment in our colleagues through an increase in minimum wage. Second, it is also important to note that the baseline now includes a net favorable component attributable to COVID-19, driven by vaccines and testing of approximately $0.30 per share. CVS Health continues to help lead the nation's COVID-19 pandemic response, clearly demonstrating the power of our integrated business model, consumer engagement, and local community health destinations. While there is no change to our Retail segment guidance, I would like to provide more detail on our COVID-19 retail volume assumptions for 2022. We expect that COVID-19 testing both in-store diagnostic and over-the-counter will continue at higher volumes than anticipated at investor day, offset by a reduced outlook on vaccines. In 2022, we expect vaccine volumes to decline approximately 70% to 80% and in-store diagnostic testing volumes to decline 40% to 50% compared to 2021. For over-the-counter test kits, we expect modest full-year volume growth versus 2021. Relative to vaccines, our outlook does not assume any impact from the administration of a fourth COVID-19 booster. As such, we expect the contribution of COVID-19 vaccines to be more heavily weighted to the first half of the year. As I mentioned, the impact of COVID-19 remains one of the most challenging aspects of developing our guidance due to many factors, including the risk of additional surges, potential new testing or vaccine protocols, legislative changes, and OTC test kit dynamics such as supply challenges, coverage mandates, and government initiatives. Turning to items that are below adjusted operating income on our income statement, we expect our interest expense for 2022 to be approximately $2.3 billion. We are purchasing shares to offset dilution. And as a result, we expect that diluted share count to be approximately flat versus 2021. Our expectation for the effective income tax rate is approximately 25.6%, consistent with 2021. In terms of cash flow and capital deployment, we anticipate continued strong cash flow from operations in 2022. And we are updating our guidance range to $12 billion to $13 billion, reflecting the improved cash flow results for 2021. Capital expenditures are expected to be in the range of $2.8 billion to $3 billion as we invest in technology and digital enhancements to improve the consumer experience, as well as our community locations. As we detailed in December, we remain committed to maintaining our investment-grade ratings, while also having the flexibility to deploy capital strategically for capability-focused M&A. To conclude, the strong 2021 performance of CVS Health is expected to carry into 2022 as we continue to execute our strategy. We have solidified our leadership role in healthcare delivery as a trusted partner to our consumers and their communities. As we build upon this trust, we will continue to drive meaningful improvements that lower the cost of care, improve access and build engagement and convenience, ultimately enabling people to live healthier lives. ","cvs health qtrly revenue rose 10.1% to $76.6 billion. qtrly total revenues increased to $76.6 billion, up 10.1% compared to prior year. qtrly gaap diluted earnings per share from continuing operations of $0.98 and adjusted earnings per share of $1.98. administered more than 8 million covid-19 tests and more than 20 million covid-19 vaccines nationwide in q4 of 2021. for full year, company administered more than 32 million covid-19 tests. " "As a reminder, before we begin, the Company has a slide deck to accompany the earnings call this quarter. Because these statements deal with future events, they are subject to various risks and uncertainties, and actual results could differ materially from the Company's current expectations. I'm going to pass it over to Tom to begin. So, a pretty exciting quarter here for us at California Water Service Group. We get to talk quite a bit about our California General Rate Case and some of the other things that are going on in the quarter. And I'm going to begin on Slide 6, which is a slide about the recognition of the 2018 California General Rate Case. So, as most everyone knows at this point, on October 14, the California Public Utilities Commission published a proposed decision in our California GRC, that's a delayed GRC that should have been effective on January 1, 2020 and the proposed decision approved the settlement that we had announced back in October of 2019. And it also proposed to adopt Cal Water's positions on the disputed financial matters in the case. And for the first two quarters of the year, we had been reluctant to record regulatory assets for some of our continuing balancing account mechanisms, such as the WRAM and the MCBA decoupling mechanism, as well as our pension and medical cost balancing accounts, because those accounts we did not know whether they were probable for recovery. We have concluded, based upon the proposed decision and a couple of things subsequent to that, that the GRC decision is very probable to award us those accounts on a continuing basis. And so, we are recognizing the regulatory assets associated with the water revenue adjustment mechanism, modified cost balancing account and the pension medical cost balancing account regulatory assets, and those will -- those add significantly to our revenue for the quarter and for the year-to-date. In addition, the Commission will grant us interim rate recovery. And since we now know the proposed decisions take on the revenue requirement, we're able to calculate what is in the interim rate memorandum account. And so, we've also booked a regulatory asset for the interim rate memorandum account. I did want to talk briefly about the subsequent event that is giving us further confidence in the General Rate Case. And that is, that on Tuesday, among other things that happened on Tuesday in the United States, the the Cal PA, the Public Advocates Office issued their comments on the proposed decision. And while they gave extensive comments on a variety of areas, they did not comment on the three major areas that we're recovering here. In other words, their comments do not take issue with the proposed decisions granting of a continued water revenue adjustment mechanism, modified cost balancing account or pension and medical cost balancing account. And so, we feel very strongly that the final decision, which can be rendered by the Commission no earlier than November 19, is going to allow those those balancing accounts for us. And so, that's very good news for the Company. In addition to those three items, I would mention that as part of this rate case, we are refunding to customers the excess deferred tax associated with the Tax Cut Jobs Act reduction in the federal income tax rate and that refund is being applied. It's applied to the customer rates and it's shown up in our income statement as a reduction to our effective tax rate. And so, you'll see a lower effective tax rate for the Company on a go-forward basis as we refund those excess deferred taxes. I do want to emphasize that these assessments of probability do have some risk associated with them. We are dependent upon the CPUC adopting the proposed decision with no material changes. But as I say, given the evidence that we have right now, we think that is likely and that's why we've gone ahead and included these in our third quarter estimates -- or rather third quarter earnings results, not estimates. And so, turning to Slide 7. The result of that determination means that we have a very significant increase in our net income for the third quarter. That is going from $42.4 million to $96.4 million as compared to 2019. Earnings per share $1.94 for the third quarter as compared to $0.88 in the third quarter of 2019. On a year-to-date basis, on Slide 8, the net income is up, it's up about $30 million to -- so it's $81.3 million, up from $51.8 million in the year-to-date period of 2019. And that means, our earnings per share is $1.66 on a year-to-date basis as compared to $1.08 on a year-to-date basis in 2019. And then going through Slide 9 and Slide 10, I'll go through very quickly. Just the other changes that we have to earnings, revenues and expenses are pretty standard for us. The things that we've talked about in prior quarters. So, we have increased operating expenses for wages and other things, such as generally increased depreciation, amortization. We do have variations from time to time in our unbilled revenue accruals and you'll see that on a couple of these slides as well as the mark-to-market adjustment that we have on some of our retirement plan assets. So, there is nothing major either in the quarter or in the year-to-date period in those areas, but those do end up affecting earnings. I do want to focus very briefly on Slide 11, the earnings bridge, to emphasize the point about the third quarter earnings. And if you're there on Slide 11, you will notice the first bar change is $0.80, which is titled delayed recording of Q1 and Q2 regulatory assets. And because we're recording the effect of the General Rate Case through the third quarter, in the third quarter, that $0.80, that's in the first part, represents the earnings that would have been achieved in the first two quarters of the year had the rate case been adopted on time. And so, we're putting this -- just highlighting this for you, so that when we get to the third quarter of 2021, there is a recognition that we're probably not going to earn $1.94 again per share in the third quarter of 2021, although obviously that would be nice if we could. And then I do want to focus on Slide 13. I think just to run through this again as a basis of calculation for analysts and others thinking about the Company stock. The earnings power of the Company, and again we're a predominantly regulated utility in all four states. And that is -- drives most of our revenues and net income. The California Rate Case, if it is a docket, the proposed decision is adopted, actually allows for a specific net income about $76 million in test year 2020 and that reflects the authorized equity return on the equity portion of $1.5 billion in rate base. In addition to California, we have about $110 million of rate base in other states that should earn a similar equity return, again, on a normalized test year kind of basis. But do remember that our equity returns on the regulated businesses are dependent on our cost being in line with adopted costs. And also, in particular, in the other three states, in New Mexico, Washington and Hawaii, our returns are also affected by our water sales. And as Paul will talk about in a minute, beginning in 2023, we expect the earnings in California will also be affected by water sales. And another point for the quarter and the year to date is to make sure that everyone understands that on an annual basis, we do not anticipate a net income effect from changes in our unbilled revenue accruals or unrealized changes in the value of retirement assets, the mark-to-market that we talk about from time to time. Those factors through the third quarter, are adding about $9.6 million to our year-to-date net income. And so, just be cognizant of that as we go toward the end of the year, that we expect particularly the unbilled to drop back down to where it was at the end of 2019. And then finally, there are a couple of other factors that cause our earnings to be a bit higher than the otherwise core regulated earnings, and those are unregulated activities, operation maintenance contracts, the antenna leases for various things -- various cellular antennas on our facilities, the regulatory asset that we book associated with the equity portion of construction funding, the AFUDC if you will, and then state tax timing differences can play a factor there. And so, just wanted everybody to be aware of that, happy to take questions on that as well. I want to give everyone a quick operational update with the backdrop of COVID-19. But even with COVID-19, it was the worst fire season in California history. So, in addition to COVID, we had to deal with a number of fires and then folding in the public safety power shut downs that we had throughout the state at various times during the state, as well as a couple of earthquakes, it's been a very, very busy year for operations. We've opened our emergency operations center and totaled 18 times year-to-date. I think that's a new record for us. The EOC, or emergency operation centers, we basically follow a FEMA type protocol in terms of how we deal with emergency situations. And very happy to say that, despite dealing with a number of potential emergencies throughout the year, the Company's operations have gone very, very well and we avoided having any major disruptions of water service or lack of water service, especially during fire season. Having said that, we still continue to operate with enhanced safety protocols to protect customers and employees from infections. Protecting employees and customers and public health remains our number one priority. Very happy to share with everyone, and you may have seen this, we received the Stevie Award, the Silver Stevie Award as Most Valuable Employer for COVID Response. That was out of 700-plus companies competing for a Stevie Award. So we're very happy to win that award for our work on the COVID response and keeping our employees safe. While dealing with the pandemic, we've seen an increase in customer accounts aging from the suspension of collection activities. If you recall, early on in the process, Cal Water suspended our collections and shut-offs, and it was further ordered by the governor [Phonetic] to do so, but we had done it prior to any orders of the government, because we recognize the need for water for our customers to help fight the virus. So, our over 90 balances has increased to about $5.4 million. Only a portion of such amounts are typically uncollectible. We continue to monitor that very, very closely. We think it's indicative of the hard financial times as the pandemic has hit people, and people have been ordered to shelter in place, and maybe have been on some type of assistance program and not able to meet their ability to pay their bills. We've increased our reserve for doubtful accounts by about $1.6 million to $2.7 million, roughly 50% of that balance is reserved for, and we'll continue to monitor that as we move into the four quarter. Our incremental expenses dealing with the COVID were less than $100,000 in the third quarter, which we think is good. We do have a memo account in California and also a memo type account in Hawaii. And as most of you know, a memo account, you expense the cost in the right -- in the period it's incurred, but you track it kind of off the books. And when it gets to be a certain amount, you potentially have the ability to go back to the Commission and seek recovery for those costs as they are incremental to what was planned in the business model. So, we continue to track costs on our memo accounts associated with COVID in our operations. Water sales, in aggregate, have been closer to the adopted levels, or about 95% of adopted sales in California, with the increases in customer usage, obviously, with people being home, using more water and that was offset by lower business in industrial uses during the quarter. In terms of liquidity. Our liquidity remains strong. As of September 30, we had $113 million in cash and additional current capacity of $170 million through a line of credit. So, liquidity has remained strong with the Company throughout the pandemic, and we're positioned very well going into the fourth quarter. So turning to Slide 15, is the California regulatory update. It has been a very busy year for Cal Water on the regulatory front. As Tom mentioned, the Company received a proposed decision in October and then the PD, or the proposed decision, the Commission established a new revenue requirement for Cal Water of $698.7 million for test year 2020. In the proposed decision, it also authorized $828 million of new capital expenditures or new capital investments across the three years of the rate case cycle. Now, we filed a settlement agreement as a part of this rate case and the settlement agreement that we filed resolved the majority of the issues in the General Rate Case. However, there were 11 items, 11 litigated items, litigated financial items, which were not part of the settlement agreement that we filed with the Commission. In the proposed decision, the judge agreed with Cal Water's position on all 11 of the litigated financial items. They were ruled in our favor by the administrative law judge and these included: The continuation of the water revenue adjustment mechanism, WRAM/MCBA; a continuation of the sales reconciliation mechanism, or SRM; the continuation of the pension and healthcare balancing accounts, inclusion of an equity component in our AFUDC calculation; an approval of capital projects for AMI, or advanced meter infrastructure; and for some water quality or water treatment projects down in the Los Angeles area. The Commission is set to rule on the proposed decision, at earliest on its November 19 open meeting. I will also note on Slide 15 that Cal Water along with the other parties have filed a request for rehearing on the August 27 decision by the Commission, which bars Cal Water and others from continuing to use the WRAM/MCBA, beginning, in our case, in our 2021 Rate Case filing, which will be effective in 2023. 2021 as I said -- our 2020 has been a busy year. 2021 will also be a busy year, because, as I just mentioned, we will be filing our 2021 Rate Case next spring and we will also be filing our cost of capital case next spring. So we -- our regulatory team will be very busy next year, putting all of those together. And I'm going to give a quick update on the capital investment program for 2020. Capital investments for the third quarter were $84.7 million, up 16% over the same period last year. Year-to-date, our capital investments are $221.3 million, up $13.5 million year-to-date over 2019. The Company has previously estimated, we'd spend between $260 million and $290 million. We think we're in good shape going into the fourth quarter to achieve our capital investment program goals for this year, despite what has been really a challenging operating environment. In addition, we announced on October 13, that we had completed and put into service our Palos Verdes Water Reliability Project, which is the largest project in the Company's history, just shy of $100 million project, to bring redundancy to the PV Peninsula down in Southern California, so it's nice to have that wrapped up. The team did a fantastic job, again, working in difficult operating environments to get that project wrapped up this year. Hot off the press yesterday. The CPUC adopted a decision granting Cal Water's request for an additional $700 million of additional financing authority, which is expected to be used to help finance the Company's capital program through 2025 or later. So, this will allow us to go out and raise an additional $700 million of debt or equity to finance our capital growth program in the next five years. So, that was good news as well. One of the areas that we've been super busy and frankly, or probably, the busiest in business development that we've been probably in the last 20 years as BD, and so Paul is going to give us an update on what's been happening on the business development side. On Slide 17, I have an update for our business development efforts. Cal Water is continuing a very strong new business development process and has had a lot of success this year. Year-to-date, our new development efforts have put over 25,000 new customer connections under contract. Representing over a 5% growth in new customer connections across the Company's subsidiaries. So far, in 2020, the Company has closed on two acquisitions, the Rainier View Water system in Washington and the Kalaeloa Water and Sewer system in Hawaii. And, we have entered into contracts for acquisitions of the Animas Valley Water Company in New Mexico and the Gunner Ranch Sewer system in California, which are both subject to regulatory approval. On the regulatory approval side, we are still undergoing regulatory review on two other acquisitions, that being the Kapalua Water and Sewer Company in Hawaii and the The Preserve at Millerton Water and Sewer in California. In summary, our business development efforts are strong, as you can see from this matrix, and our pipeline of potential deals is robust. And I will turn that back over to Tom. So, I'll just spend a couple of seconds going over our next two slides, which are the traditional bar charts showing our capex and rate base. A little bit more certainty on these two charts than in the past. Obviously, as Marty and Paul mentioned, the capex authorized by the Commission is getting closer to realization. We do have the midpoint of our target of $275 million for capex, that's very achievable here in 2020 and how much we've done so far. If you flip to the estimated regulated rate base, we have updated this chart to reflect the proposed decision rate base in California. And then add the rate base that I mentioned earlier in the call from the other states. So we estimate that our rate base in 2020 after the CPUC adopts -- assuming they adopt the proposed decision and the settlement, the California and other state regulated rate base is going to be about $1.6 billion. That does not include the Palos Verdes pipeline project. As Marty mentioned, that was close to $100 million. That is one of these advice letter projects. We expect that to be included in rates pretty close to the start of the year in 2021 or maybe even a little bit before that, depending upon the timing as it flows through the rate case process here in California. So, that will be almost two-thirds of the advice letter rate base that we show on this chart. So, I do want to emphasize though that 2021 and 2022, our rate bases in California are subject to the earnings test. We haven't been talking -- we didn't have an earnings test this year because of the rate case test year. But two out of every three years, we do have an earnings test that looks at the progress we've made on our capital investments and the effective rate of return before it grants us additional rates in the districts in California. So, I think we'll have an update on that, by the time we get to the year-end call and what that increment will add to 2021. So, what's shown in 2021 here is the authorized rate base if we were to pass all of those earnings tests. And so, that is what it is there. It's been a real busy couple of weeks since we got the PD to figure all this out and get everything booked and work with our independent registered Certified Public Accountants, Deloitte & Touche. I know you worked a lot of hours to get this stuff booked. It's great to have the 2018 General Rate Case close to being ramped up and getting that done. It was disappointing for us that it was so late, but it's nice to have it done and allowing us to kind of move forward. And we've already been working on our 2021 General Rate Case, as Paul mentioned. As we move into the last six weeks of what has truly been a disruptive year, maybe the biggest disruptive year anyone in our generation has ever experienced. Cal Water has continued to be well positioned with the execution of our business plan, including our business development growth plans, and our dividend growth plans and our capital investment programs. Most importantly, is our safety program that has allowed us to continue our operations. 91% of our employees have been at work every single day. Most of our employees are our assets are in the field and they've been on the job every single day with COVID, which required us to adopt a lot of very tight COVID protocols to protect them. So, we figure we're executing well, we're positioned really well. And I thought, in a year that's just hasn't had a lot of really good news, I want to close with something that I think is fairly significant. In late September, the legislature in the state of California passed a bill that we've been working on to help us address some of our concerns regarding wildfire liability. Senate Bill 1386, which is the bill, which is now law after being signed by Governor Newsom, specifies that fire hydrants connected to public water systems are generally not designed or installed to provide water service to aid in the extinguishing of fires that threaten property not served by a water service provider or wildfires. The government affairs team worked very hard with California lawmakers to get this law put into place. And we believe this is another significant milestone to further differentiate our risk profile from the profiles of the electric and gas utilities in the state of California. So, it's a big step in the right direction, kudos for the team for getting that done. And Brigette, with that, we're going to open it up for Q&A, please. ","q3 earnings per share $1.94. " "Joining me on the call today are President and Chief Executive Officer, Lynn Bamford; and Vice President and Chief Financial Officer, Chris Farkas. These statements are based on management's current expectations and are not guarantees of future performance. As a reminder, the company's results include an adjusted non-GAAP view that excludes certain costs in order to provide greater transparency into Curtiss-Wright's ongoing operating and financial performance. Also note that both our adjusted results and full year guidance exclude our build-to-print actuation product line that supported the 737 MAX program as well as our German valves business, which was classified as held for sale in the fourth quarter of 2020. I'll begin with the key highlights of our third quarter performance and an overview of our full year 2021 outlook. Starting with the third quarter highlights. We experienced a strong 12% increase in overall sales, of which 4% was organic. Our A&D markets improved 15%, reflecting solid growth in commercial aerospace, naval defense and yet another quarter of strong performance from our PacStar acquisition. Having just completed its first year under Curtiss-Wright's ownership, I'm pleased to report that PacStar is executing very well, and its integration remains on track. The business is well positioned for continued strong top line growth and is closely aligned with the Army's top modernization priorities. Turning to our commercial markets. We experienced strong year-over-year growth, which was led by both our industrial vehicle and process markets as these industries continue to sharply rebound. Looking at our profitability, adjusted operating income improved 12% with adjusted operating margins strong at 17.5%, reflecting higher sales and operating income across all our segments as well as the benefits of our operational excellence initiatives. It's important to note that this strong performance was achieved while we continue to invest strategically with a $4 million incremental investment in research and development as compared to the prior year. As a result, we are on track to invest $12 million in incremental R&D this year to support our future organic growth initiatives. Adjusted diluted earnings per share was $1.88 in the third quarter, which was slightly above our expectations due to the strong operational performance and the benefits of our consistent share repurchase activity. Free cash flow was similarly strong, up 76% compared with the prior year, with strong free cash flow conversion that exceeded 125% and keeps us on track to achieve our long-term objectives. Turning to our third quarter orders. We achieved 13% growth, and book-to-bill exceeded onetime sales, driven by increases within each of our three segments. Digging a little deeper, we experienced solid growth of 7% in our A&D market orders as well as a robust growth of 25% in our commercial market, providing continued support to our strong backlog. Next, I wanted to address the global supply chain disruption on our business. Overall, I am really proud of the team's strong execution in light of this challenging supply chain environment. As we expected and as we indicated last quarter, our operations continued to be based with some supply chain disruptions caused by both delays in container shipments and shortages in electronic components, principally impacting sales within our A&I and Defense Electronics segment. Thus far, these disruptions have been immaterial to our full year 2021 results, essentially limited to timing rather than lost revenues based upon the team's untiring efforts to mitigate these impacts to sales and to preserve our profitability. We continue to aggressively manage the timing of product within our supply chain and remain encouraged by our strong backlog. As we move forward, this remains a watch item for us. And should we encounter further revenue pushout, we anticipate offsetting any delays through the strength of our combined portfolio. We immediately and opportunistically began to repurchase $200 million of our stock in mid-September. I'm pleased to report that we recently completed this program and bought back more than 1.5 million shares. We are on track to complete at least $250 million of share repurchases in 2021, and we remain well positioned for the continued return of capital to our shareholders going forward with $350 million of remaining authorization. Finally, turning to our full year 2021 adjusted guidance. While we maintained our outlook for sales, operating income, margin and free cash flow, we tightened and raised the bottom end of our adjusted earnings per share guidance range. We now expect to achieve between $7.20 and $7.35, essentially double-digit growth compared with the prior year based on our strong year-to-date performance and the benefit of our repurchase activity. We remain very much on track to deliver strong results in 2021. I'll begin with the key drivers of our third quarter results where we again delivered another strong financial performance with higher sales and operating income in all three segments. Starting in the Aerospace & Industrial segment. Sales increased 14% in the third quarter, led by strong increases in demand for our products and services in both commercial aerospace and general industrial markets. Within the segment's commercial aerospace market, sales increased more than 20% year-over-year as we experienced improved OEM demand on Narrowbody aircraft as well as a solid increase in aftermarket sales. We also experienced higher sales for our industrial vehicle products, including both on- and off-highway, which continue to benefit from improved demand and strong order activity. Turning to the segment's profitability. Adjusted operating income increased 34% while adjusted operating margin increased 240 basis points to 15.7%. Our results reflect favorable absorption on strong sales and the savings generated by our prior year restructuring actions. In the Defense Electronics segment, revenues increased 22% in the third quarter, principally reflecting the contribution from our PacStar acquisition. Lower organic sales reflect the timing on various C5ISR programs in aerospace defense as we experienced a shift of about $10 million to $15 million in lower-margin system sales into the fourth quarter, which was mainly due to the global shortage and electronic components. This segment's third quarter operating margin reflected favorable mix for our higher margin embedded computing revenues, which was more than offset by $4 million in incremental R&D investments and about $1 million in unfavorable FX. And absent these two unfavorable impacts, this segment's third quarter 2021 operating margin would have been in line with the prior year's strong performance. Next, in the Naval & Power segment, revenues increased 3% in the third quarter, led by higher sales of naval nuclear propulsion equipment and higher valve sales to process markets where we continue to experience strong demand. This segment's adjusted operating income increased 4% while adjusted operating margin increased 20 basis points to 18.6%, reflecting favorable absorption on sales and approximately $2 million in restructuring savings. It's also worth noting that we achieved higher profitability in this segment despite the wind down on the CAP1000 program in our commercial power market. To sum up the third quarter results, overall, both sales and adjusted operating income increased 12%. And across Curtiss-Wright, we drove 10 basis points of year-over-year margin expansion while adding $4 million in incremental R&D investments, which represents a 70 basis point headwind on our overall profitability. Turning to our full year 2021 guidance. I'll begin with our end market sales outlook, where we continue to expect total Curtiss-Wright sales growth of 7% to 9%, of which 2% to 4% is organic. And while our sales guidance remains unchanged, I wanted to briefly highlight some specific dynamics within a few markets. Starting with naval defense, our guidance remains unchanged at flat to up 2%, and we continue to see strong order activity for our nuclear propulsion equipment on critical naval platforms. These awards not only support our outlook for overall aerospace and defense market sales growth in 2021, but also provide long-term visibility and stability for our naval defense market revenues. Next, a few comments about our commercial markets where overall sales growth remains unchanged at 6% to 8%. In the process market, we continue to see a solid rebound in MRO activity for our industrial valve businesses, principally to oil and gas customers. In the general industrial market, based upon strong year-to-date growth in orders for industrial vehicle products, we are now on track to return to 2019 levels in this market by the end of 2021. This is one year ahead of what we communicated at our May Investor Day where we previously expected to reach those levels in 2022. Continuing with our full year outlook, we are reaffirming our sales, operating income and operating margin guidance. We expect adjusted operating income growth of 9% to 12% and adjusted operating margin growth of 40 to 50 basis points to a range of 16.7% to 16.8%. Diving deeper, I'd like to share a few specific reminders about our segment guidance. I'll begin in the Aerospace & Industrial segment where we're expecting operating income to grow 17% to 21% while operating margin is projected to increase 180 to 200 basis points, keeping us on track to exceed 2019 profitability levels this year. Next, in the Defense Electronics segment, we're maintaining our outlook for solid growth in sales and operating income despite the challenges that we've encountered in the supply chain. As we noted earlier, we experienced a $10 million to $15 million shift in revenue from the third into the fourth quarter based upon the timing and receipt of electronic components. We expect these delays to continue, and now expect to finish the year closer to the lower end of this segment's guidance range for sales. It is, however, a very dynamic issue, and we're working aggressively to mitigate the impact on our business as we look to close out the year. Regarding the segment's profitability, it's important to note that we are maintaining our outlook for operating income despite the revenue timing issues and our $8 million year-over-year increase in strategic investments in R&D. Lastly, in the Naval & Power segment, our guidance remains unchanged, and we continue to expect 20 to 30 basis points of margin expansion on solid sales growth despite the wind down of the CAP1000 program. Continuing with our financial outlook, where we increased the bottom end of our full year 2021 adjusted diluted earnings per share guidance to a new range of $7.20 to $7.35, which reflects growth of 9% to 12%, in line with our growth in operating income. Our updated guidance reflects both the lower share count stemming from our ongoing share repurchase activity as well as a slightly lower interest expense where we continue to maintain sufficient capacity under our revolver for continued share repurchase, acquisitions and operational investments. And lastly, based on strong year-to-date free cash flow generation of $128 million, we remain on track to achieve our full year free cash flow guidance of $330 million to $360 million. I'd like to recap some of the key takeaways of our 2021 guidance where despite some caution as it pertains to the ongoing supply chain issues, we are well positioned to drive strong results for this year. Led by high single-digit revenue growth, including the contribution from last year's PacStar acquisition, we expect to generate 9% to 12% growth in both operating income and diluted earnings per share this year. Our 2021 operating margin guidance of 16.7% to 16.8% reflects our solid execution and ongoing focus on operational excellence. We expect to achieve those results while investing an additional $12 million or 40 basis points in strategic R&D to facilitate future organic growth. In addition, our adjusted free cash flow remains strong, and we are on track to achieve our ninth consecutive year of greater than 100% free cash flow conversion. We also continue to maintain a strong and healthy balance sheet and remain committed to deploying disciplined and balanced capital allocation to support our pivot to growth. We are focused on investing our capital for the best possible return to drive long-term shareholder value. And in the case of our recent share repurchase announcement, we took advantage of opportunities to ramp up our activities in this area. Meanwhile, acquisitions have been and will continue to remain the highest priority for Curtiss-Wright. With a full pipeline of opportunities, I remain ever confident that we will effectively deploy our capital to strategically and profitably grow our business for the long term. In summary, Curtiss-Wright is performing well, and we remain on track to deliver strong profitable growth in 2021, driven by our diversification and the strength of our combined portfolio. Our defense backlog remains strong, particularly in naval defense. And our commercial orders have been very resilient, reflecting book-to-bill of 1.1 times sales year-to-date. We continue to demonstrate the highest levels of agility in response to the dynamic changes taking place in our end markets. Altogether, this affords us the opportunity to remain on track to achieve our long-term guidance communicated at our May Investor Day. ","q3 adjusted earnings per share $1.88. qtrly adjusted sales of $614 million, up 12%. qtrly new orders of $617 million, up 13%. raised bottom end of full-year 2021 adjusted diluted earnings per share guidance to new range of $7.20 to $7.35 (previously $7.15 to $7.35). maintained full-year 2021 sales growth of 7% to 9%. " "For the benefit of our participants, we have posted slides, which accompany our discussion. And these slides are available on the Investor Relations page of dieboldnixdorf.com. In the supplemental schedules of our slides, we have reconciled each non-GAAP metric to its most directly comparable GAAP metric. Additional information on these factors can be found in the company's SEC filings. And now I will pass the microphone to Gerrard. We were very pleased with our results this quarter, and Jeff will get into details. From our perspective, we are executing in line with our strategy. We delivered stronger-than-expected orders, especially in Eurasia Banking and retail. While revenue was in line with our pre-COVID expectations, and we continue to deliver strong year-over-year improvements in profitability. Starting on Slide 3, I'll describe our near-term priorities. From the earlier stages of the crisis in January, our first priority has been on protecting the health and well-being of our employees. Our second priority is on our mission to deliver essential services as designated by the U.S. government and many other governments around the world. Almost 100% of our banking revenue and around 65% of our retail revenue is generated from customers that are essential businesses. I'm extremely pleased that we have consistently delivered strong service levels: banks, grocery stores, pharmacies and fuel and convenience locations, which facilitate critical day-to-day commerce. Thirdly, we are committed to strengthening Diebold Nixdorf during this crisis. This means leveraging the operational rigor we have forged over the past two years to drive efficiencies in our business. It also means we are taking further steps to maintain adequate liquidity and ensure financial flexibility. Our response to pandemic is guided by our company values, shown on the right side of the slide, which have been in place and have underpinned our progress over the past two years. Our employees are using technology to collaborate on an unprecedented scale to meet customer needs and address business challenges. This is taking place despite the social distancing protocols we operate under. We're acting with a great sense of urgency and decisiveness as we seek to enhance the way we do business, for the betterment of customers and shareholders. And more than ever, our team is stepping up to hold one another accountable. On Slide 4, I'd like to add more color to our comprehensive response plans. Starting with our customers and solutions. We are delivering strong service levels, which reinforce our value proposition, even in the hardest-hit areas of the world. In turn, our customers have affirmed our value and the criticality of the ATM and retail checkout channels. Two recent customer quotes on this slide, one from a European grocer and the other from a large financial institution in the U.S., up to the essence of our value proposition. And we continue to enhance our differentiation by bringing to market our DN Series next-generation banking solutions, self-checkout solutions, dynamic software and our IoT-enabled AllConnect Data Engine. Turning to our employees. We've gone to great lengths since early January to proactively care for their health and well-being. We have equipped our service technicians with the appropriate protective gear and trained them on relevant hygiene and social distancing rules. For employees and our manufacturing facilities, we have segmented our workers, intensified our cleaning rituals and are taking temperatures on a daily basis. And for our support functions, we have provided the proper tools, resources and guidance for more than 10,000 employees to safely and productively work from home. I'm pleased to report that our efforts are making a difference, and we are operating well in all areas of our business with no disruptions despite these circumstances. We're also looking out for the financial health of employees as well during this tumultuous time, by establishing an employee crisis reserve fund, which is available for employees who need support, especially in markets with limited government programs. In recognition of the tremendous efforts of our frontline service employees during this challenging time, we have provided an extra week of pay. Additionally, our company has increased the frequency and depth of its internal communications. In return, we're seeing strong employee engagement and resourcefulness during this crisis. In addition, I'm pleased to see Diebold Nixdorf actively supporting our communities. In Ohio, we've been producing face shields and shipping them to medical facilities in need. In Germany, we started manufacturing ventilated carriages. Our manufacturing facilities are all online and performing well. With respect to our global supply chains, members of our response team have been vigorously engaged since January to avoid major disruptions by maintaining frequent contact with our key suppliers, monitoring safety stocks and developing contingency plans. While COVID-19 is likely to remain as a watch item for supply chains over the coming quarters, we are currently pleased with our ability to limit the impact. Our comprehensive response is leveraging the operating rigor, which we've created during the past two years. We continue to efficiently manage inventory, receivables and payables, as well as indirect spend. And we are keenly focused on maintaining adequate liquidity and financial flexibility. After an abundance of caution, we drew the remaining amount on our revolving credit facility in March. On Slide 5, we provided a framework for thinking about the impact of COVID-19 on Diebold Nixdorf over the medium term. Firstly, our business model is resilient. Underpinned by many customers, reaffirming that the ATM and self-checkout channels are vital to their business, and that our company plays a critical role in their ability to serve the needs of their customers. Starting with our services business, which generated about 51% of total revenue in 2019, we expect a mild impact as the vast majority of our services revenues are recurring. It comes from sticky contracts for maintaining critical ATMs and retail devices. In the near term, we're likely to see a slowdown for installation service revenue. Certain hardware-related projects are pushed out. For our products business, which accounted for about 39% of revenue in 2019, we expect to see a moderate impact of certain customers postpone installation dates or defer new hardware purchases. In the first quarter, we experienced early signs within our European retail and Eurasia Banking segments, which corresponds to the geographic spread of the virus. And while we did not see an acceleration of these trends in April, it is reasonable to expect that product revenue declines will be more pronounced in the second quarter. We've taken multiple steps within our manufacturing operations to create a variable cost structure to help us mitigate the impact of lower volume on our profitability. Moving to our software business. We generate recurring revenue from the sale of licenses and maintenance, which we expect will be very resilient. Our project-based business, or professional services, could be affected by customers deferring initiatives, although we have experienced very limited impact to date. The vast majority of our customers are continuing this important work. Additionally, our software teams have done a great job of supporting customers remotely. For these reasons, we expect a mild impact to our software revenue, which accounted for about 11% of total company revenue in 2019. From an industry perspective, we expect our banking business, which generated approximately 74% of the company's revenue during 2019, will show greater resiliency in our retail business, due to the higher mix of services and software revenues. So while we are confident in the resilience of our business model, we've not been standing still during this time. We continue to take further decisive actions to strengthen Diebold Nixdorf. On Slide 6, you will see that we continue to execute on our multiyear DN Now cost program. We remain encouraged with our achievements, including substantial gains in profit margins during the first quarter. We are seeing good progress from our services modernization plans and our G&A cost reduction actions, especially our finance transformation efforts. And while COVID-19 pandemic has mildly influenced select work streams, we are continuing to pursue our gross savings target of $130 million for the year. Additionally, the company launched incremental actions during the quarter, which cumulatively add up to another $80 million to $100 million of savings. We have suspended capital investments on internal major projects, mostly related to the upgrading of systems. During the quarter, we also reduced our annual bonus expense by a substantial amount. We have deferred merit pay increases and have implemented a hiring freeze. In several European markets, we have transitioned certain functions to shorter work weeks. We continue to reduce indirect spend. And based on our successful transition to remote work environment, we have reassessed our global real estate footprint and are taking decisive actions to further reduce our footprint over the coming months. While some of these cost reductions will be temporary, others will generate long-term structural savings for our company. Beginning on Slide 7. First-quarter revenue of $911 million was in line with our pre COVID 19 expectation and reflects the actions we are taking to drive higher quality revenue. In order to make useful comparisons to the prior year, we have provided a table to explain five different factors. Our work stream for divesting noncore businesses accounted for approximately $13 million of revenue variance versus the first quarter of 2019. Next, you can see a $17 million variance from our efforts to reduce our exposure to low-margin business with most of the impact relating to our actions to call our portfolio of lower value services contracts. On the borrowing line, you will see a $31 million variance, which includes nonrecurring volume from the prior year period, partially offset by incremental activity in the current quarter. These items were fully known and planned for as part of our 2020 operating plan. We have previously communicated our expectation for year-over-year revenue declines in the first half followed by gains in the second half of the year. With respect to foreign currency, we experienced headwinds of $23 million in the quarter as the U.S. dollar strengthened primarily against the euro and Brazilian real. COVID-19 is the last factor on this table. Approximately $33 million of revenue, which we expected to recognize in the first quarter of 2020, will be recognized in future periods. This effect was predominantly in our retail and Eurasia Banking segments. Transitioning to the right of this slide, you will see the combined efforts of higher-quality revenue and our DN Now initiatives, as non-GAAP gross profit increased $7 million year over year. We achieved this positive result despite the effects of COVID-19 and a foreign currency headwind of approximately $7 million in the quarter. From a gross margin perspective, we are pleased to deliver a 380-basis-point increase year over year to 27.9%. On $911 million of revenue, this increase translates to approximately $35 million of incremental gross profit. We are delivering significant margin increase across all three business lines, with services rising by 230 basis points, products expanding 280 basis points, and our software and gross margin increased by 1,280 basis points due to an easier comp, as well as better delivery and management of our labor costs. Over to Slide 8. As previously mentioned, the company is harvesting operating efficiencies and from functional G&A cost as part of our DN Now transformation. We made good progress on our finance transformation, which includes regionalizing and centralizing activities, and introducing automation within our core finance functions. Through the end of March, we have streamlined our organization by approximately 470 employees. Our procurement initiative is also bearing results as we are utilizing spend analytics to reduce indirect spend. With respect to real estate expenses, we are looking closely at our needs post COVID. We have demonstrated a highly resilient ability to work remotely. And accordingly, we are aggressively moving to reduce our real estate footprint. In the past several weeks, we have decided to close greater than 50 smaller sites permanently. When compared with the prior year, we reduced our non-GAAP operating expenses by $29 million, a decline of 13%. Given this success, we expect to continue to deliver G&A efficiencies going forward. As displayed on Slide 9, stronger gross margin, coupled with reductions to operating expense, boosted our operating profit by $36 million or 133% year over year to $63 million. The operating margin expanded by 430 basis points in the quarter to 6.9%. Our first-quarter results include a reduction to our annual bonus expense of approximately $7 million, which is just one of our incremental actions we have executed to strengthen the company during the COVID-19 period. Adjusted EBITDA of $89 million improved by $24 million or 37% over the prior-year period. The company's adjusted EBITDA margin expanded by 350 basis points in the quarter to 9.8%. The next three slides provide segment-level financial information. In order to make the year-on-year comparisons more meaningful, we introduced adjusted revenue and gross profit for the first quarter of 2019, which removes the effects of foreign currency and divestitures. We are showing gross profit on these slides to more closely reflect how we are running the business. However, we will continue to disclose segment operating profit in the MD&A section of our Form 10-Q. As Gerrard mentioned earlier, Eurasia Banking delivered very strong orders in the first quarter and built up a nice backlog. These wins included a new ATM-as-a-Service contract with Bank99 in Austria, valued at more than $20 million in a branch transformation win, valued at more than $13 million with a large Saudi Arabian financial institution. Moving to Slide 10. First-quarter revenue of $311 million was in line with our pre-COVID expectations. Approximately $13 million of the revenue decline was due to our divestiture activity, while $8 million was due to our delivered actions taken in 2019 to reduce low-margin business. Additionally, certain large hardware installations benefited 2019 revenue, which did not continue in 2020. Delays from the COVID-19 pandemic pushed approximately $14 million of revenue into future periods. Non-GAAP gross profit of $90 million in the quarter and a gross margin of 28.9% reflects the resiliency of this segment as we benefit from our DN Now services modernization and software excellence initiatives, as well as our intentional actions to reduce low-margin business. First-quarter gross profit includes a foreign currency headwind of approximately $4 million versus the prior-year period. On Slide 11, Americas Banking revenue of $345 million reflects a 3% decline, primarily due to our constant decision to exit lower margin service contracts. Within our products revenue, we are seeing good growth from U.S. regional financial institutions, although nonrecurring projects at large banks in North America eased year over year as we had expected. During the quarter, we were especially pleased to generate software revenue growth of 13% in constant currency. Gross profit of $104 million for the quarter increased 30% versus the prior year due to the execution of our DN Now initiatives and a favorable customer mix. We were pleased to expand gross margins from 22.7% to 30.3%, with meaningful contributions from all three business lines. Key to our success was services gross margin of 32.1% for this segment, reflecting very good performance from our services modernization initiative. Slide 12 contains financial highlights for our retail segment. From an orders perspective, retail performed as we expected and was in line with the prior-year period. Revenue of $256 million primarily reflects lower POS installation activity in Europe, partially offset by growth in self-checkout hardware and higher software activity. Both results came in as expected. The impact of the pandemic was more acute in this segment, pushing approximately $19 million of revenue out of the quarter. Gross profit increased to $60 million, up 11% in the quarter, and gross margin improved significantly to 23.4% due to a favorable revenue mix from services software and self-checkout solutions, as well as solid progress with our services modernization and software excellence program. Our cash flow update is on Slide 13. As we discussed previously, the company has been consistent and are disciplined in managing our net working capital over the past several quarters. Net working capital as a percentage of trailing 12-month revenue declined steadily over the last seven quarters, down to 13.3% in the first quarter of 2020, down from 19.1% a year ago, due primarily to more efficient management of inventory and accounts payable. From a cash flow perspective, net working capital drove a $15 million benefit year over year. Because of our focus, we believe the company is well prepared to manage net working capital during the current challenging economic conditions. As communicated previously, the company typically uses cash during the first half of the year and our free cash use of $65 million in the quarter was slightly better than our expectations and slightly improved versus one year ago. First-quarter results include an incremental $35 million of compensation-related cash payments tied to our strong 2019 performance. Adjusting for this item, you can clearly see that we are delivering high-quality earnings in addition to our net working capital efficiencies. Towards the bottom of the slide, we bridge our cash balances from the end of 2019 through the end of March. We used approximately $71 million to pay down debt. This includes our amortization payments, as well as our contractual requirement to reduce debt with at least half of our free cash flow from the prior year. Since I have already discussed our free cash flow, the next item is cash inflow from our revolving credit facility. We drew the entire available amount from our facility in March out of an abundance of caution in light of the evolving COVID-19 pandemic and related macroeconomic implications. This action has almost no impact on our expected cash interest payments of approximately $170 million because the incremental interest on the revolver will largely be offset by lower LIBOR rates for other debt instruments. An additional $89 million reduction of cash is attributed to foreign currency headwinds experienced in the quarter, plus the effect of selling our 68% stake in the German IT outsourcing business called, Portavis and one other pending transaction. With a cash balance of $549 million at the end of March, we believe we have adequate liquidity to fund the seasonal cash flows of our business and our DN Now transformation program. On Slide 14, we highlight our debt maturities and leverage ratio. Our contractual debt maturities of $98 million for 2020 and $26 million for 2021 are manageable under our current liquidity model. We continue to monitor the debt markets relative to our strategy to address our 2022 debt maturities. At the appropriate time, we will take steps to optimize our capital structure by reducing our weighted average cost of capital, lowering interest rates and extending maturities. To the right of the slide, we have provided our net debt to trailing 12 months adjusted EBITDA ratio for the past five quarters. As you can see, we have steadily improved this metric and we are pleased to maintain the 4.4 times ratio in the first quarter as our adjusted EBITDA gains offset the changes to net debt. This compares favorably to our bank covenant maximum of 7 times. Our net debt on 31st March was approximately $1.9 billion. Moving to Slide 15. I will build upon Gerrard's comments about the financial resiliency of our business model and provide a few guideposts for understanding how we expect to perform under challenging macroeconomic conditions. For your convenience, we have provided selected financial results from 2019, including revenue and gross margin for services, products and software. We expect our services business to be resilient during this time, with a mild impact to revenue. As previously disclosed, we expect to complete two divestitures in 2020, which generated about $110 million of services revenue for the company in 2019. One of these transactions closed in Q1, with the other expected to close in Q2, subject to customary closing conditions. Additionally, the software we deliver for our customers is critical to their performance, and therefore, we expect a mild impact for COVID-19 to this business line. With respect to product revenue, we expect a moderate impact based on what we have seen thus far, as well as the company's experience from prior recessions. Given the timing of the crisis, it is reasonable to expect a more significant impact of product revenue in the second quarter as certain product installations are expected to be delayed during country lockdowns while other hardware orders are postponed. Our current cost structure and incremental action plans provide us with the confidence to improve gross margins during this challenging time. We are targeting improvements to service margins due to our actions to improve the quality of revenue and execution of the services modernization plan. For products, we expect to deliver broadly stable gross margin due to our variable cost structure and our solid performance in the first quarter, inclusive of some level of higher freight costs. At the same time, we expect to improve our software margins versus the prior year due to better project execution and more efficient utilization of labor. Moving to operating profit. We expect to benefit from our DN Now initiatives and our plans for realizing approximately $130 million of savings for 2020. And while COVID-19 is having a mild influence on select DN Now work streams, we have also launched incremental actions to generate $80 million to $100 million of savings, as Gerrard described. These actions include: accelerating our finance transformation, streamlining indirect spend, significantly lower bonus expense and other labor savings, reduced travel and marketing expenditures and savings from our real estate and information technology initiatives. Together with our net working capital efficiencies and cash management actions, we are targeting breakeven free cash flow for 2020. By minimizing the uses of cash, we will maintain adequate liquidity and covenant compliance through 2020. In summary, this leadership team has taken significant and appropriate action to strengthen the company during these challenging times. Our accomplishment, near-term plans and company values provide us with the confidence to persevere. We are hard at work executing these plans, and we are developing additional levers to be used as needed. And now I will hand the call back to Gerrard for closing comments. I'd like to conclude on Slide 16 with a few reminders about why we believe Diebold Nixdorf is well-positioned to persevere through this crisis and emerge as a stronger company. I'll also provide a few color comments regarding April. First, we've been designated as an essential service provider to financial institutions and retailers. Our customers are counting on us to keep their businesses running. And during this crisis, the criticality of the ATM channel, point-of-sale and self-checkout channels have been reaffirmed strongly. Next, our position as a trusted technology partner produces strong recurring revenue streams, which underpins a resilient business model. Furthermore, our leadership team has demonstrated resiliency and an ability to execute complex transformation initiatives over the past two years. Considering DN's operational rigor and our incremental cost actions in place, we are confident in our ability to navigate the current environment and emerge as a strong company. Before we turn over to Q&A, let me offer a few thoughts on what we saw in April. From an order entry perspective, we are seeing a moderate slowing in hardware decisions from customers in Eurasia Banking and retail, where projects are being delayed and not canceled. Within Eurasia banking, these delays tend to be mostly evident within smaller Tier 2 banks. Within Americas Banking, order activity has remained largely in line with our pre-COVID expectations. Regarding installations, we have seen some hardware installations push out, typically by several weeks as customers focus on other priorities. In April, our factories shipped more volume than in the same period of 2019, reflecting the backlog as we entered Q2, even though we may see some implementations pushed out of Q2. From a services perspective, we continue to be fully engaged with customers in delivering strong service levels. And from a software perspective, we've not seen any delays in professional services projects from larger customers, but the only delays observed among Tier 2 and Tier 3 customers. Overall, employee morale remains strong as we rally around our customers' needs and implement incremental actions to strengthen Diebold Nixdorf. In closing, while the current operating environment is dynamic, we remain confident in our people, our mission and in the resiliency of our business. We stand ready to support our customers as the global economic economy recovers. Our confidence is based on the DN Now foundation we've built over the last two years, the robust plans we're executing and the tremendous response we're seeing from Diebold Nixdorf employees who are living out at company values. ","diebold nixdorf targeting break-even free cash flow for the full year. diebold nixdorf inc - targeting break-even free cash flow for the full year. " "We have prepared slides to supplement our comments during this conference call. Joining me on the call today are Ed Breen, chief executive officer; Lori Koch, our chief financial officer; and Jon Kemp, president of our electronics and industrial segment. Our 2020 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risk and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. I will provide comments on another overall strong quarter, including continued advancement of our strategic priorities as a premier multi-industrial company aimed at growth and creating value for our shareholders. As a result of the principles and protocols that we adopted over the last year, we continue to operate safely and productively on site and remotely. We have encouraged all employees to get vaccinated, and where possible, we are working with local governments to facilitate access, including on-site vaccinations at some locations. Our Wilmington- based office locations have fully reopened, and I have to say it is great to be back in the office with our teams. Starting on Slide 2. Lori will take you through the specifics but in summary, broad-based organic growth was driven by continued strength in our key end markets, including ongoing recovery in those most impacted by the pandemic. Despite a challenging production environment with escalating raw material costs and continuous supply chain and logistics constraints, strong operating discipline and quick pricing actions resulted in about 460 basis points of margin expansion versus the year-ago period. With strong order trends continuing and confidence in our teams' ability to continue to navigate through raw material and supply chain challenges, we are raising our full-year guidance for net sales, operating EBITDA and adjusted EPS. I will provide more details on our updated guidance shortly. In addition to our financial results, we continue to execute on our balanced approach to capital allocation during the quarter. In May, we further delevered our balance sheet by redeeming $2 billion of bonds, thereby reducing our gross financial debt to $10.6 billion at the end of the quarter. Since the end of last year, we have paid down a total of $5 billion of debt and do not have another debt maturity until the fourth quarter of 2023, which further solidifies our sound liquidity position. We also returned approximately $800 million of capital to shareholders during the second quarter through share repurchases and dividends. During the second quarter, we purchased a total of $640 million in shares, which includes completion of our previous share repurchase program and the start of repurchases under our new authorization announced last quarter, which expires on June 30, 2022. Through the first 6 months of the year, we repurchased approximately $1.1 billion in shares and plan to be opportunistic with our remaining authorization as we move throughout the year. And in July, we repurchased an additional $125 million of shares. With respect to dividends, we returned about $160 million of cash to shareholders during the quarter. As we previously mentioned, we intend to work with the board to increase our dividend annually as we grow earnings. Before I close, I'm pleased to note that in late June, we closed on the previously announced divestiture of our Solamet business for approximately $190 million. And on July 1, we completed the acquisition of Laird performance materials utilizing cash on hand. The Laird acquisition advances DuPont's strategy of growing as a global innovation leader and strengthens our leadership position in advanced electronic materials. Joining us today is the president of our global E&I segment, Jon Kemp. It's an exciting transaction for DuPont that significantly advances our position in the electronics industry and accelerates the transformation of our interconnect solutions business into a total solutions provider. We've been following Laird for several years and have admired their capabilities as a leading provider of electromagnetic shielding and thermal management solutions and are excited to have added their capabilities and history of growth to our portfolio. As a reminder, Laird delivered $465 million of revenue with approximately 30% EBITDA margin in 2020. E&I and Laird are both recognized for innovation, quality and reliability and have strong relationships across the electronics industry. This combination brings together DuPont's premier applied material science expertise with Laird's industry-leading application engineering capabilities. It also adds more content on many of the devices that we're already in. We have already begun the process of integrating Laird into our existing interconnect solutions business, providing opportunities to further optimize business structure, functional support and our global site network. We expect $60 million in run rate cost synergies by the end of year 3 with approximately 60% realized in the first 18 months. We expect to achieve cost synergies through a mix of G&A, procurement and site consolidation initiatives. On the next slide, I'll share some of the key benefits of this transaction and describe how the combination enhances DuPont's position as a leading electronic materials provider. The second way it enhances our position is through innovation. This acquisition strategically aligns us to critical needs across thermal management, signal integrity, power management, miniaturization and high reliability. And it enables us to have early engagement with OEMs in both system design and material specification, creating both greater product differentiation and higher margins. The next benefit of the acquisition is that it broadens our portfolio of solutions. With Laird's unique multifunctional capabilities, we will leverage an expanded customer base, broad product portfolio, global scale and deep technical expertise to increase speed to market, create new efficiencies in the development of integrated and multifunctional solutions and provide high-value next-generation products that will deliver additional growth in the next several years. We believe customers will see immediate benefits as the combined E&I organization engages across value chains to address the increasingly complex challenges in the industry. Our combined organization will advance our leadership to help customers accelerate solutions necessary for the adoption of high-performance computing, artificial intelligence, 5G communications, smart and autonomous vehicles and the Internet of Things. We will be well positioned to capture growth in these key secular growth areas. I'll cover our second-quarter financial performance, beginning on Slide 5. Our results for the quarter reflect the diversity and strength of our portfolio and our teams' continued ability to execute in the face of escalating raw material costs and global supply chain and logistics headwinds. Net sales of $4.1 billion were up 26% versus second quarter of 2020, up 23% on an organic basis. The organic sales growth resulted from a 20% increase in volume and a 3% increase in price. Currency provided a 4% tailwind in the quarter, which was slightly offset by a 1% headwind as a result of non-core business divestitures in the prior year. Overall sales growth was broad-based with double-digit growth on an organic basis in all 3 reporting segments and across all regions. The most notable increase versus the year-ago period was in our M&M segment, reflecting the sizable change in the global automotive market versus the prior year and disciplined pricing actions. I will provide additional color on our segment top-line results on the next slide. From an earnings perspective, we delivered operating EBITDA of $1.06 billion and adjusted earnings per share of $1.06 per share, up 53% and about 240%, respectively, versus the year-ago period. The earnings improvement resulted from volume gains most notably reflecting ongoing recovery in key end markets adversely impacted by the pandemic and the absence of approximately $150 million in charges associated with temporary idling certain facilities, partially offset by the absence of a $64 million gain associated with a joint venture that has since been divested. Strong operating EBITDA leverage drove operating EBITDA margin expansion of 460 basis points. Incremental margins for the quarter were about 43%. Given the unique nature of 2020 and the discrete items that impacted our operating results in the prior year, it's important to evaluate our year-over-year operating performance for our core results on an underlying basis. Specifically, operating EBITDA for our core results during the quarter was up about 40% versus last year after excluding the impact of the $150 million in idle mills incurred in the prior year, with about 240 basis points of margin expansion and operating leverage of one and a half times. Similarly, I continue to track our growth versus 2019 given the significant impact that the pandemic had in key end markets last year. In comparing our current second-quarter results to a more normalized performance before the pandemic, all reported sales in the quarter were up 6% versus the second quarter of 2019 and up 10% versus that same period for our core sales. Operating EBITDA for our core results during the quarter was up 15% versus second quarter of 2019 or one and a half times leverage. From a segment perspective, E&I delivered operating EBITDA margin of 32%, with 190 basis points of expansion driven by broad-based volume gains. M&M delivered significant operating EBITDA improvement, driven by an overall recovery in automotive markets and the absence of approximately $130 million in charges associated with temporarily idling polymer capacity in the year-ago period. Operating EBITDA margin for the quarter was 23%, reflecting volume growth and net pricing gains resulting from actions taken ahead of escalating raw material costs. In W&P, operating EBITDA increased 4% versus the year-ago period. Operating EBITDA margin and leverage were adversely impacted primarily by 2 key drivers. First, given contractual commitments with customers, local selling price increases lagged the headwind from raw materials and supply chain cost escalation. We expect this to resolve in the second half as price increases start to kick in. Second, production volumes for Tyvek protective garments were at peak levels in the year-ago period given the company's response to the pandemic. This enabled us to minimize manufacturing changeovers to other Tyvek grades, resulting in an overall increase to production rates. As Tyvek output shifted from protective garments to multiple other applications, the resulting increase in expected changeovers in the current quarter decreased production rates, leading to lower volumes. For the quarter, cash flow from operating activities and free cash flow were $440 million and $224 million, respectively. While these amounts have improved since the first quarter, cash flow and conversion are not where we need them to be. The headwinds we faced are related to increased working capital levels and capital spending in excess of D&A as we advance critical capacity expansion projects. With respect to working capital, we saw an increase in inventories due to our efforts to create a more stable supply chain for our customers given the strong demand environment and numerous raw material and logistics constraints. In the second half of the year, we expect higher cash flow and conversion rate as the global supply chain and logistic environment stabilizes. Slide 6 provides more detail on the year-over-year changes in net sales for the quarter. Organic sales were up 17% on 17% volume growth with double-digit volume growth increases in all regions. Volume gains were led by mid-20s percent growth in Industrial Solutions, reflecting broad-based demand strength across most product lines but most notably for OLED displays for new phones and television launches, medical silicones in healthcare and Kalrez seals within electronics. Interconnect solutions also delivered organic growth over 20% with high-teens volume growth. The volume growth was driven by higher material content in premium next-generation smartphones, partially resulting from timing shifts as select OEM demand shifted from the second half this year, along with some share gains for printed circuit board. Semiconductor technologies continues to benefit from strong electronics demand and advancements in key growth areas such as 5G, high-performance computing and electric vehicles. During the quarter, new technology ramps in advanced nodes within logic and foundry and higher demand for memory in servers and data centers drove double-digit volume growth. Continued recovery of key end markets within W&P drove organic growth of 11%, driven by volume increases. Sales gains were led by recovery in construction with Shelter Solutions reporting organic sales growth of more than 30%, which reflects continued strength in North American residential construction for products like Styrofoam and Tyvek house wrap and in retail channels for do-it-yourself applications. Commercial construction recorded higher sales in the quarter for Corian surfaces as global demand continues to improve. Within safety solutions, organic sales were up high single digits, reflecting strong volume improvement for aramid fibers in industrial, oil and gas and automotive end markets. As previously noted, lower production volumes for Tyvek reduced overall safety volume. In water solutions, broad-based demand for water technologies remained strong. However, logistics challenges primarily in our Ultrafiltration business impacted our ability to supply, resulting in a low single-digit volume decline versus the year-ago period. We expect organic sales growth for the year for water solutions to be in the mid to high single digits. The most notable increase in top-line improvement was in our M&M segment, which had organic sales growth of over 50%. The improvement was driven by the continuing recovery of the global automotive market, which represents about 60% of the segment from an end market perspective and helped deliver strong volume growth across all 3 lines of business. Local pricing gains of 13% also contributed to organic sales growth, reflecting our actions taken to offset raw material costs and higher metals pricing in the advanced solutions business. Excluding metals pricing, local price was up about 8%. Within engineering polymers, global supply constraints of key raw materials continues to improve but are expected to remain tight through the end of the year. We continue to expect to recover lost volume related to these disruptions as the raw material constraints are alleviated. Turning to Slide 7. I mentioned earlier that adjusted earnings per share of $1.06 per share was up over 240% from $0.31 per share in the year-ago period. Higher segment earnings resulted in a net benefit totaling over $0.40. This net benefit resulted mainly from higher volumes and the absence of idle mills recorded in the prior year, offset slightly by portfolio changes, which includes the absence of the gain recorded in the prior year in corporate. Also providing a significant benefit to adjusted earnings per share versus last year was an approximate $0.30 per share benefit due to a lower share count. Benefit from lower interest expense in the current quarter as a result of our recent delevering actions was mostly offset by a higher base tax rate compared to last year. Our base tax rate for the quarter of 19.8% was higher than the year-ago period due to the absence of certain discrete gains benefiting the prior year rate. For full-year 2021, we currently expect our base tax rate to be closer to the lower end of our expected range of 21% to 22%. Let me discuss our financial outlook on Slide 8, which includes our view of the third quarter and full-year 2021. We are raising our full-year guidance range for net sales, operating EBITDA and adjusted EPS. Along with the underlying improvement that we are expecting compared to our previous estimates, our revised guide also reflects the acquisition of Laird and the divestiture of the Solamet business. At the midpoint of the range provided, we now expect net sales for the year to be about $16.5 billion and operating EBITDA to be about $4.235 billion. Also, we now expect adjusted earnings per share to be $4.27 per share at the midpoint of the range provided, which reflects about $0.23 underlying raise to our original estimate, a $0.10 benefit from the portfolio changes and about $0.27 full-year benefit related to the amortization reporting change. For the third-quarter 2021, we expect net sales to be about $4.2 billion, operating EBITDA to be about $1.07 billion and adjusted earnings per share to be about $1.12 per share, all at the midpoints of the ranges provided. Before opening up for Q&A, I'd like to provide some highlights on our commitment to ESG and what we are doing to sustainably grow and operate our businesses for the long term. In June, we published our 2021 sustainability report, which reflects our first full-year progress against the 2030 goals that we set in 2019. Our report highlights more than 50 examples of how our teams are addressing the environmental and social needs of our customers and communities. Some of the highlights from this report are reflected on Slide 9. ESG is fundamental to our core long-term strategy, which is why the board of directors and I made the decision to incorporate the progress on our sustainability goals into our incentive compensation program beginning this year. As an innovation leader, we believe our biggest lever to affect economic, environmental and social progress is through working directly with our customers. Today, our R&D investment is focused on the intersection of key market trends and the needs of sustainable development. One example of how we are doing this is in the area of addressing the global need for clean water. Our water solutions business recently launched its B-Free technology. This pretreatment solution enables a significant improvement in the reliability of reverse osmosis desalination plants. Another example is within advanced mobility. The broad adoption of electric vehicles is fundamental in addressing climate change. Through leveraging our broad portfolio of expertise in battery assembly and thermal management for electric vehicles, our DuPont M&M collaborated team with General Motors to develop an advanced adhesive solution for use in electric vehicles. In June, as a result of our close collaboration, GM recognized the DuPont team with the GM Supplier of the Year award. The power of customer partnerships to drive sustainability is a key element to our long-term growth strategy, and I am confident that we will continue to deliver these types of wins in the future. With that, let me turn it to Leland to open the Q&A. We will allow for one question and one follow up question per person. Operator, please provide the Q&A instructions. ","compname posts q2 adjusted earnings per share $1.06. q2 adjusted earnings per share $1.06. q2 sales $4.1 billion versus refinitiv ibes estimate of $4 billion. dupont - 2q21 gaap earnings per share from continuing operations of $1.04. dupont - raises full year 2021 guidance for net sales, operating ebitda and adjusted eps. compname announces change to treatment of intangible amortization expense for non-gaap reporting effective 3q21. dupont - fy adjusted earnings per share outlook includes fy benefit estimated at $0.27/share related to amortization reporting change. " "We have prepared slides to supplement our comments during this conference call. Joining me on the call today are Ed Breen, chief executive officer; and Lori Koch, chief financial officer. Our 2020 Form 10-K, as updated by our current and periodic reports, includes detailed discussion of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all historical financial measures presented today exclude significant items. We will also refer to other non-GAAP measures. Our fourth quarter results are highlighted by 6% volume gains, including a 9% increase in the E&I segment and a 12% increase in W&P. M&M delivered top-line results ahead of expectations, including volumes well ahead of global auto builds in the quarter. Customer demand was broad-based across the portfolio, led by greater than 20% volume growth in semiconductor technologies and high teens volume growth in Water. Our top-line performance also reflects significant pricing actions we took to offset $250 million of raw material inflation in the quarter. We are seeing increases in all businesses with about three-fourths of the impact in M&M. Our teams have done an outstanding job monitoring our input costs and quickly translating that into price increases to remain price cost neutral for the year. We are taking additional actions as we work to offset logistics costs, which, during the fourth quarter, were a $50 million headwind, mostly in W&P. Their unwavering commitment in the face of a relentless pandemic, ongoing supply chain disruptions, and logistic challenges deserves our gratitude. Turning to Slide 3, I will provide an update on our portfolio transformation and will review how our focus on those strategic actions, balanced capital allocation, and innovation-led growth position us extremely well heading into 2022 to continue unlocking value for our shareholders, innovating for our customers, and creating opportunity for our employees. In November, we announced our planned acquisition of Rogers Corporation, as well as our intent to divest a significant portion of our M&M segment. These portfolio actions will position DuPont among the top of the multi-industrial peer set with top-quartile revenue growth, EBITDA margins, and low cyclicality, all hallmarks of top-performing companies. Going forward, our business will be centered around the secular, high-growth pillars of electronics, water, industrial technologies, protection, and next-generation automotive. Our team sees strong customer demand across these pillars, driven by megatrends such as the transition to hybrid and electric vehicles, clean water, sustainability, and the move to 5G. The preparation for the Rogers acquisition is well underway and on track for end of second quarter closing. Several significant milestones in the path to closing have already been achieved. In mid-December, the waiting period under the HSR expire here in the U.S., and regulatory processes in other parts of the world are underway. Just two weeks ago, on January 25th, Roger shareholders voted to approve the transaction. Excitement is building for combining this business with our portfolio of electronics offerings, which includes our recent acquisition of Laird Performance Materials. Our teams are anxious to get to the point where we can start working with the application engineers, R&D, and sales teams at Rogers to map out the revenue synergy opportunities in the areas of next-generation auto, 5G infrastructure, defense electronics, and clean energy. Combined with Laird, these acquisitions increase the total addressable market of our E&I business by approximately 50% and will deepen our penetration into markets such as electric vehicles, consumer electronics, and industrial technologies. A lot of work has been done to plan for the cost synergies associated with the Rogers acquisition, which we expect to be approximately 150 million. We also have line of sight to about 63 million of cost synergies from the Laird acquisition from last summer, which is ahead of our target. We are looking across both of the acquisitions, as well as our existing E&I business to maximize our synergies through G&A and footprint optimization, along with procurement savings. We also announced that we have initiated a process to divest the majority of the M&M segment. Our work here is also on track and progressing well. As I had expected, there is a significant level of interest in this market-leading asset, and I am pleased with how the process is progressing. Our target is to have a signed agreement by the end of the first quarter with the closing in the fourth quarter of this year. In addition to positioning the company as a top-performing multi-industrial, these transactions enable us to transform the portfolio while maintaining a strong balance sheet and continuing with a balanced financial policy. Today, we announced that our board has approved a 10% per share increase to our dividend, which is consistent with our commitment for a dividend payout in the range of 35% to 45% and to grow the dividend annually in line with earnings. In addition, our board has also authorized a new 1 billion share repurchase program, which enables us to continue returning value to our shareholders as we expect to complete the remaining 375 million under our existing authorization in the first quarter, ahead of the planned expiration. After paying down the financing associated with the Rogers acquisition, we expect to deploy a significant portion of the remaining M&M proceeds to do further M&A to build on our core areas of strength, as well as additional share repurchases. We will also generate strong cash flow this year in addition to the 240 million gross proceeds from the biomaterials divestiture, which is the last of our non core divestitures. Our strong balance sheet positions us well to deliver for all stakeholders through investment in our business, dividends, share repurchases, and additional M&A. Finally, we will deliver shareholder value through staying focused on innovation, which is at the core of DuPont. The 6% volume growth we delivered in the quarter and 10% volume growth for the year benchmarks well against our top peers. For the quarter, our volume gains, excluding M&M segment, were up 10%. These results are proof point that the work of our R&D teams and application engineers who spent countless hours working alongside our customers solving their most complex challenges is an advantage in the marketplace. Our focus on innovation is also at the core of our ESG strategy through both innovation and our own processes to reduce greenhouse gas emissions at our factories, as well as new product innovations that support and advance our customer sustainability goals in areas such as clean water, clean energy, electric vehicles, and connectivity. The levers of portfolio transformation, balanced capital allocation, and innovation-led growth is a powerful combination to create long-term shareholder value at DuPont. As Ed mentioned, customer demand in our key end markets remain strong in the fourth quarter. We continue to face unprecedented global supply chain challenges and rising inflation. However, the swift pricing actions that we continue to implement are benefiting top-line performance and maintaining earnings on a dollars basis. These factors, along with our intense focus on execution, contributed to net sales, operating EBITDA, and adjusted earnings per share results above our guidance. In addition, we have solid cash flow generation and returned over 650 million in capital to shareholders during the quarter through 500 million in share repurchases and over 150 million in dividends. For the year, we returned more than 2.7 billion in cash flow to shareholders, 32.1 billion in share repurchases, and 600 million in dividends. Turning to Slide 4. Net sales of 4.3 billion were up 14% versus the fourth quarter of 2020, up 13% on an organic basis. Organic sales growth consists of 7% price gains, reflecting the continued actions we are taking to address inflationary pressure and 6% volume growth. A 2% portfolio tailwind reflects the net impact of strong top-line results related to our acquisition of Laird and headwind from non core divestitures. Currency was a 1% headwind in the quarter. Overall sales growth was broad-based and reflects double-digit organic growth in all four regions and high-single-digit to double-digit organic growth in all three reporting segments. From an earnings perspective, we reported fourth quarter operating EBITDA of 973 million and adjusted earnings per share of $1.08 per share, up 5% and 54%, respectively, from the year-ago period. Our incremental market in the quarter was pressured by price costs and logistics. Net of these impacts, our incremental margin was about 33% in 4Q. Ed mentioned earlier the pricing actions that we took throughout the year, resulting in us offsetting about 250 million of raw material inflation in the quarter. And we also ended the year price cost neutral. The raw material inflation, coupled with about 50 million of higher logistics costs in the quarter, were headwinds to our margins. I will provide more detail of the margin compression we saw in the quarter in a few minutes. From a segment perspective, E&I delivered 10% operating EBITDA growth on volume gains and earnings uplift from Laird, which more than offset raw material and logistics segments, as well as start-up costs associated with our Kapton capacity expansion. In W&P, operating EBITDA increased 7% as pricing gains and volume growth more than offset higher raw material and logistics costs. We will remain disciplined in our pricing approach as we move into 2022 to address continued inflation. M&M operating EBITDA declined 3% as net pricing gains were more than offset by lower equity earnings due to higher natural gas costs in Europe. In the quarter, cash flow from operating activities was 621 million and capex was 184 million, resulting in free cash flow of 437 million. Free cash flow conversion was 100%. In addition, we received gross proceeds of about 500 million during the quarter from our Clean Technologies divestiture, which was closed at the end of December. Before we go to the next slide, I would also like to make a few comments on our full year performance. Full year net sales of 16.7 billion grew 16% and were up 14% on an organic basis. The organic growth consists of a 10% increase in volume and a 4% increase in price. Organic sales growth reflects double-digit growth in all four regions and in all three reporting segments. Further, all nine of our business lines had organic growth in 2021, and seven of the nine business lines grew double digits. The 10% increase in volume for the year consists of gains in all three reporting segments and within all nine business lines, reflecting robust global customer demand in secular growth areas, such as electronics and water, along with recovery in end markets negatively impacted by the pandemic in prior year, such as automotive, commercial construction, and select industrial markets. Full year operating EBITDA of 4.2 billion increased 21%, reflecting 1.3 times operating leverage, operating EBITDA margin expansion of about 100 basis points, an incremental margin of 32%. Operating EBITDA increased for all three reporting segments during the year. Full year adjusted earnings per share of $4.30 per share was up about 95% from prior year on higher segment earnings, a lower share count, and lower interest expense. Slide 5 shows the impact that price cost inflation had on our operating EBITDA margin in the fourth quarter. As costs continued to rise throughout 2021, our fourth quarter results reflect the largest headwind to quarterly margins for the year. In total, pricing actions fully offset about 250 million of raw material inflation, which was higher than our expectations for input costs coming into the quarter and mainly in the M&M segment. While our pricing actions have enabled us to maintain earnings, the price cost inflation resulted in a significant headwind of about 150 basis points to operating EBITDA margins versus the year-ago period. Additionally, higher logistics cost of about 50 million in the quarter resulted in a margin headwind of about 120 basis points. Offsetting the headwinds from raws and logistics was a 70 basis-point improvement in operating EBITDA margin, which includes volume growth in E&I and W&P and the benefit associated with the Laird acquisition. If you exclude the price cost and logistics headwinds in the quarter, on an ex-M&M segment basis, our operating EBITDA margin was above 26.5% in the fourth quarter, further illustrating our strong performance and putting an emphasis on our planned portfolio actions. Turning to Slide 6, which provides more detail on the year-over-year changes in the net sales for the quarter. As I mentioned earlier, organic sales growth of 13% during the quarter consists of 7% pricing gains and 6% volume growth. In E&I, volume gains delivered 9% organic sales growth for the segment, led by higher volumes in semiconductor technologies of more than 20%. Semiconductor technologies demand was driven by the ongoing transition to more advanced node technologies resulting from growth in electronics megatrends. Semi Tech was up mid-teens for the full year. And we expect to continue to outpace MSI growth as we head into 2022. We are seeing more investments in semiconductor capacity, which we expect to be a positive for us in the long term. Industrial Solutions was up mid-teens during the quarter on volume growth, which was driven by ongoing strength for Kalrez and Vespel within electronics and industrial end markets, along with strong demand for medical silicones and biopharma and healthcare applications. Organic growth for Industrial Solutions was up mid-teens for the full year as well. As expected, organic sales growth for Interconnect Solutions was down in the quarter, reflecting the anticipated impact of the shift in demand related to premium next-generation smartphones to the first half of 2021, along with softness in automotive end markets related to the semi chip shortage. For the full year, organic sales growth for our Interconnect Solutions was up mid single-digits. And we expect to return to a more traditional seasonality in 2022. In addition, we recently completed our Kapton expansion project here in the U.S., which expands our production of polyamide film and flexible circuit board materials. We will begin qualifying materials in the first half of this year for high-value applications, which will start to accelerate in the second half of 2022. For W&P, 17% organic sales growth during the quarter consisted of a 12% increase in volume, including volume gains in all three businesses, and 5% pricing gains. Sales gains were led by high-teens organic growth in Safety Solutions as continued recovery in industrial end markets resulted in significant volume improvement for Nomex and Kevlar air and mid fibers. Within Water Solutions, high-teens organic sales growth reflects strong global demand for water technologies, primarily in industrial and desalination markets. Shelter Solutions sales increased on mid-teens organic growth, driven by continued strength in North American residential construction and continued recovery in commercial construction led by higher demand for quarry and services. Year-over-year pricing gains of 5% during the quarter relate primarily to actions taken in safety and shelter in response to raw material inflation and also reflect sequential price improvement from all three business lines within W&P versus the third quarter. For the full year, W&P delivered 10% organic sales growth on 8% volume improvement and 2% pricing gains. Safety and Shelter Solutions were up low double digits organically, and Water Solutions was up mid single digits for the year. The global demand for clean water technologies remained strong, and expanding our capacity remains a priority for us. For M&M, 13% organic sales growth during the quarter was driven by a 16% increase in price, offset slightly by a 3% decline in volumes. M&M within the segment within our portfolio most significantly impacted by raw material inflation. The 60% local price increase during the quarter reflects continued actions taken to offset higher raw material and logistics costs. Volume declines reflect softness in global auto production due to supply constraints, primarily the semiconductor chip shortage. For the year, M&M organic sales growth was 24% on 12% higher volume and 12% pricing gains. All three business lines within M&M delivered organic sales growth of greater than 20% for the full year. Turning to Slide 7. Adjusted earnings per share of $1.08 per share was up 54% from $0.70 per share in the year-ago period. Higher volumes and strong results from Laird more than offset higher logistics costs and other operating items, such as Kapton start-up costs. Below-the-line items continue to benefit our earnings per share results compared to the year-ago period, primarily our lower share count. Lower interest expense was mainly offset by a higher tax rate. For full year 2022, we expect our base tax rate to be in the range of 21% to 23%. Let me close with a few comments on our financial outlook on Slide 8. We expect continued top-line strength across the portfolio in 2022, led by ongoing strength in semiconductors, as the industry continues to operate near capacity to meet demand and consistent demand in areas such as industrial technologies, smartphone sales, housing starts, and water filtration. Our plan assumes these market dynamics will lead to solid volume growth in 2022. In 2022, we are planning that raw material and logistics costs will remain at elevated levels with approximately 600 million of year-over-year headwinds versus 2021, primarily in the first half. Once again, the raw material inflation will be predominantly in our M&M segment. In response, we are implementing more price increases in all businesses, which will enable us to offset raw material and logistics costs on a full year basis, but we will lag in the first quarter. We expect our operating EBITDA margins to improve throughout 2022, driven by volume growth, productivity, acquisition synergies, and full implementation of pricing actions. In the first quarter, we expect net sales between 4.2 billion and 4.3 billion and operating EBITDA between 940 million and 980 million. At the midpoint of our guidance range, we are anticipating first quarter operating EBITDA margins to be about flat sequentially with the fourth quarter of 2021. We expect sequential improvement in E&I and M&M to be offset by W&P as manufacturing cost increases stemming from the omicron variant and ongoing logistics cost headwinds lead to sequential margin decline. For the full year, net sales of 17.4 billion to 17.8 billion and operating EBITDA of approximately 4.4 billion at the midpoint reflects volume growth and acceleration of additional pricing gains throughout the year to offset the impact of both raw material and logistics cost increases. We expect operating EBITDA margin in the back half of 2022 to return to more normalized levels as impacts from the omicron variant subsides, as well as gains from volume improvement, productivity actions, acquisition synergies, and full implementation of price increases. Once we sign a deal, the in-scope M&M businesses will move to discontinued operations. And we will reset the guidance [Inaudible] DuPont. Let me close by summarizing why I am excited about 2022 at DuPont. Our results demonstrate that our businesses deliver the solutions our customers demand and a tight supply chain and challenging logistics environment. We delivered 6% volume growth well ahead of our expectations coming into the quarter. Our teams continue to work closely with our customers to understand their complex material challenges and to win business by delivering innovative and sustainable solutions. You can also see our teams are managing every lever within our control. This is evident through our delivery of pricing gains to offset every dollar of raw material inflation in 2021. And these actions continue into 2022. In addition to having our fundamentals in place, we are on track to complete a few substantial steps in the transformation of DuPont in 2022 with the planned Rogers acquisition and the M&M divestiture. These transactions, as well as the potential for additional M&A in strategic areas, position DuPont as a premier multi-industrial company, focused in the areas of electronics, water, industrial technologies, protection, and next-generation auto. And finally, because of our ability to complete this transformation while maintaining a strong balance sheet, we will be in a position to generate value for all stakeholders through organic and inorganic investment in our businesses and by staying committed to our dividend and share repurchases as we announced today. I look forward to providing you updates on each of these areas as we progress through 2022. With that, let me turn it to Pat to open the Q&A. We will allow for one question and one follow-up question per person. Operator, please provide the Q&A instructions. ","q4 adjusted earnings per share $1.08. q4 sales rose 14 percent to $4.3 billion. sees q1 sales $4.2 billion to $4.3 billion. compname announces 10 percent increase to q1 regular dividend and board approval of $1.0 billion share buyback program. dupont - for 2022, expect net sales between $17.4 and $17.8 billion. dupont - water & protection reported q4 net sales of $1.4 billion, up 16 percent from year-ago period. dupont - mobility & materials reported q4 net sales of $1.3 billion, up 12 percent from year-ago period. dupont - consumer demand remains strong however raw material and logistics cost inflation is expected to continue to impact margins in q1. " "Also on the call today are Ryan Campbell, our Chief Financial Officer; Cory Reed, President of Production and Precision Ag; and Brent Norwood, Manager of Investor Communications. Today, we'll take a closer look at Deere's fourth quarter earnings and spend some time talking about our markets and our current outlook for fiscal 2022. They can be accessed on our website at johndeere.com/earnings. Any other use, recording or transmission of any portion of this copyrighted broadcast without the expressed written consent of Deere is strictly prohibited. Participants in the call, including the Q&A session agree that their likeness and remarks in all media may be stored and used as part of the earnings call. Additional information concerning these measures, including reconciliations to comparable GAAP measures is included in the release and posted on our website at johndeere.com/earnings under Quarterly Earnings and Events. John Deere finished the year with solid execution in the fourth quarter resulting in a 13.6% margin for the Equipment Operations. Ag fundamentals remained strong through the course of the year and our order books indicate another year of robust demand in 2022. Meanwhile, the construction and forestry markets also continue to benefit from strong demand and lean inventories leading to the divisions strongest financial results in over 15 years. Now let's take a closer look at our year-end results for 2021 beginning on Slide 3. For the full year, net sales and revenues were up 24% to $44 billion, while net sales for equipment operations increased 27% to $39.7 billion. Net income attributable to Deere and Company was $5.96 billion or $18.99 per diluted share. Slide 4 shows the results for the fourth quarter. Net sales and revenue were up 16% to $11.3 billion, while net sales for the Equipment Operations, were up 19%, to nearly $10.3 billion. Net income attributable to Deere and Company was $1.283 billion or $4.12 per diluted share. Before I cover our fourth quarter results, I'd like to recognize all of John Deere's 77,000 employees for their tremendous hard work and dedication throughout a year filled with unpredictability. I'd also like to recognize the ongoing efforts and unparalleled capabilities of the John Deere dealer network that's not only an integral part of our value proposition in the market, but also often called upon in the toughest of times to keep our customers up and running. Let's start with fourth quarter results for Production and Precision Ag starting on Slide 5. Net sales of $4.66 billion were up 23% compared to the fourth quarter last year, primarily due to higher shipment volumes and price realization. Price realization in the quarter was positive by about 7 points. And currency translation was also positive by roughly 1 point. Operating profit was $777 million resulting in a 16.7% operating margin for the segment, compared to 15.2% margin for the same period last year. The year-over-year increase was driven by positive price realization, higher shipment volumes and mix, partially offset by higher production costs. Also, it's worth noting that last year's results were negatively impacted by employee separation expenses resulting from restructuring activities. Shifting focus to Small Ag and Turf on Slide 6. Net sales were up 17%, totaling $2.8 billion in the fourth quarter. The increase was primarily driven by higher shipment volumes and price realization. Price realization in the quarter was positive by just over 4 points, while currency translation was minimal. For the quarter, operating profit was $346 million, resulting in a 12.3% operating margin. The higher shipment volumes, sales mix and price realization were partially offset by higher production costs, R&D and SA&G. When comparing to the fourth quarter of 2020, keep in mind, the prior period included $77 million in separation costs and impairments. Slide 7 shows our industry outlook for Ag and Turf markets globally. In the U.S. and Canada, we expect industry sales of large Ag equipment to be up approximately 15%, reflecting another year of strong demand. In fiscal year '21 customer demand driven by the combination of strong fundamentals and advanced fleet age and low inventory outpaced the industry's ability to supply. With all of these dynamics still present in '22, we expect demand to exceed the industry's ability to produce for a second consecutive year as supply base delays continue to constraint shipments. Order books for the upcoming year or mostly full except for a few cases where we paused orders to manage supply challenges and allow us to reevaluate inflationary pressure later in the year. Currently, orders are complete for the years' production of crop care products, while our combine production slots are over 90% full with the early order program still ongoing. Meanwhile, large tractor orders are sourced well into the third quarter and we expect the remainder of the book to fill out shortly. We're encouraged that take rates for our mainstay precision technologies like Combine Advisor, ExactApply an ExactEmerge continue to track higher year-over-year. More recent product introductions such as ExactRate planners and the X9 combine saw significant increases when compared to last year, while our premium and automation software activation take rates are over 85% for our 8 series and 9R Series Tractors. Additionally, we saw significant increases in customer engagement with our digital tools in 2021. Engaged acres now stand at over 315 million acres, due in part to a sharp increase in Europe with a number of engaged acres has doubled over the past year. Likewise, use of our digital features such as expert alerts and service advisor remote has increased by about 30% compared to last year. In the small Ag and Turf segment, we expect industry sales in the U.S. and Canada to remain flat for the year as supply challenges continue to limit industry production. Following two years of very robust demand, field inventory levels are at multi-year lows and are unlikely to begin recovering until some time in 2023. Moving on to Europe. The industry is forecast to be up roughly 5% as higher commodity prices strengthen business conditions in the arable segment and dairy prices remain resilient even as margins show some pressure from rising input costs. We expect the industry will continue to face supply base constraints resulting in demand outstripping production for the year. At this time, our order book extends into the third quarter for Mannheim tractors. In South America, we expect industry sales of tractors and combines to increase about 5%. Farmer sentiment and profitability remain steady at all time highs as our customers benefit from robust commodity prices, record production and a favorable currency environment. Our order books reflect the strong sentiment and currently extends into the second quarter, which is as far as we've allowed it to grow. Despite limited government sponsored financing programs, private financing is supporting continued strength in equipment demand, while strong farmer balance sheets enable many customers to purchase using cash. Industry sales in Asia are forecasted to be flat as India, the world's largest tractor market by units, hold steady in 2022. Moving onto our segment forecast beginning on Slide 8. For production and Precision Ag, net sales are forecast to be up between 20% and 25% in fiscal year '22. Forecast includes expectations of about 9 points of positive price realization for the full year. For the segment's operating margin, our full-year forecast is between 20% and 21%, reflecting consistently solid financial performance across the various geographical regions. Slide 9 shows our forecast for the Small Ag and Turf segment. We expect net sales in fiscal year '22 to be up 15% to 20%. This guidance includes nearly 7 points of positive price realization and roughly 1 point of currency headwind. The segment's operating margin is forecasted to range between 16% and 17%. Now let's focus on Construction and Forestry on Slide 10. For the quarter, net sales of $2.8 billion were up 14%, primarily due to higher shipment volumes and 6 points of positive price realization. Operating profit moved higher year-over-year to $270 million resulting in a 9.6% operating margin due to positive price realization and higher shipment volumes, partially offset by higher production cost, SA&G and R&D. The quarter also benefited from the lack of one-time expenses included in the prior period. Let's turn to our 2022 Construction and Forestry industry outlook on Slide 11. Both earthmoving and compact construction equipment industry sales in North America are expected to be up between 5% and 10%. End markets for earthmoving and compact equipment are expected to remain strong in our fiscal year '22 forecast, benefiting from continued strength in the housing market, increased activity in the oil and gas sector, as well as strong capex programs from the independent rental companies. Demand for earthmoving and compact construction equipment is expected to exceed our production for the year, resulting in continued low inventory levels, especially for compact construction equipment. In forestry, we now expect the industry to be up about 10% to 15% as lumber production looks to remain at elevated levels throughout the year even though lumber prices have come down from peaks in mid-summer. Moving to the C and F segment outlook on Slide 12. Deere's construction and forestry 2022 net sales are forecasted to be up between 10% to 15%. Our net sales guidance for the year includes about 8 points of positive price realization. We expect this segment's operating margin to be between 13.5% and 14.5% for the year, benefiting from price, volume and lack of one-time items from the prior year. Now, let's move now to our financial services operation on Slide 13. Worldwide financial services net income attributable to Deere and Company in the fourth quarter was $227 million, benefiting from income earned on higher average portfolio and favorable financing spreads, as well as improvements on the operating lease portfolio, partially offset by a higher provision for credit losses. Results for the prior period were also affected by employee separation costs. For fiscal year 2022, the net income forecast is $870 million as the segment is expected to continue to benefit from a higher average portfolio. Slide 14 outlined our guidance for net income, our effective tax rate, and operating cash flow. For fiscal year 2022, our full-year outlook for net income is forecasted to be between $6.5 billion and $7 billion. The full-year forecast is inclusive of the impact from higher raw material prices and logistics costs, which we estimate will add an additional $2 billion in expenses relative to 2021. At this time, we expect two-thirds of that increase to manifest itself in the first half of the year as the comparisons get easier in the back half of fiscal year '22. At this time, our forecasted price realization is expected to outpace both material cost and freight for the entire year, though we will likely be price cost negative in the first quarter. Moving on to tax. Our guidance incorporates an effective tax rate projected to be between 25% and 27%. Lastly, cash flow from the equipment operations is expected to be in the range of $6 billion to $6.5 billion and includes a $1 billion voluntary contribution to our pension and OPEB plans. Before we open up the line for Q&A, we like to first address a few of the likely questions around the current market dynamics, our financial results and the details around our new labor agreement, as well as provide some thoughts on capital allocation for the next year. To cover the range of topics, I'll engage today's call participants to provide some additional color, and then we'll open up the line for additional questions. First, I'd like to start with the current demand environment for large Ag equipment. Cory, can you provide some additional color on demand for large Ag products and which new technologies are resonating with customers. We're really encouraged by both the velocity of our order books and the take rates for some of our latest technology. Demand has been strong since the beginning of 2021 and overall that doesn't look like it's going to let up in 2022. I touched on this earlier, our order books are either full or near full for most of our North American large ag product lines. Starting with the combine and EOP. Our EOP for 2022 production will finish in January, where we'll grow the levels of S-series production and we've already sold out of our planned production for X9 combines. This is the first year in a multi-year ramp up of production for X9 and we'll ship a 1,000 plus units of X9 9 into North America alone. We'll further solidify our market leadership in the power class 9 plus combine categories, while also establishing a clear new global benchmark in both productivity and efficiency. We're also seeing strong demand for some of our newer products, products like ExactRate planter applied fertilizer systems and AutoPath. ExactRate represents an important first step in the precision application of fertilizer. Future iterations of this product will be critical in helping us improve nitrogen use efficiency for our customers. In just its second year we're seeing take rates of that product close to 20%, which is really encouraging. Similarly, in the first full season, we've seen tremendous feedback from the launch of John Deere AutoPath. AutoPath leverages John Deere's onboard technology like our Gen-4 displays, SF6000 receivers including the SF3 correction signal and embedded software linked to the John Deere operation center throughout a customer's entire production cycle. The technology leverages data from planting to know exactly where the row unit traveled to plant seeds and then creates a guidance line for each subsequent path, making in-season fertilizer applications, manual cultivation for weeding or crop protection passes easier and more accurate. At harvest, it makes it easier to find your guess row and makes that easy for harvest to be even more efficient. In 2021, we saw take rates of the automation package activation or subscription, which includes AutoPath double, leading to more customers enabled with John Deere's highest value Precision Ag software. In 2022 and beyond, we'll continue to add value to AutoPath for new features and new technologies as a part of our Precision Ag software package strategies and AutoPath will be foundational for even more automated farming in the future, making every step of our customers' production system even better. Lastly, See and Spray. See and Spray Ultimate is going to hit the market this year on a limited basis and we're excited to get it in the more customers' hands. We view See and Spray as just the first step in a long series of sense and act. In that journey, we're encouraged by to see early demand for both See and Spray itself and multiple products related to plant-level management in future. Let's dive a little bit deeper on the fluctuations in North American large ag market share for fiscal year '21 and then let's provide some expectations for this next year in fiscal year '22. Can you first walk us through the progression of market share that we saw in '21, Corey? Yes, 2021 was a unique year. Demand inflected sharply from October of '20 to January '21 timeframe. And as a result, we experienced pressure on market share early in the year due to our asset-light model. If you recall, we talked about this dynamic in our fourth quarter earnings call last year and noted that we expected to recover that share quickly and that's exactly what happened. In fact, we gained 2 points of market share in North America for our large Ag products by year-end and you can see an example of that in the last three quarters of retail sales data for the 100 plus horsepower tractor categories. So how might market share play out this next year, given that our most recent labor agreement didn't ratify until November 17th? Yes, it's a great question and while it's too early to forecast with a lot of precision, we see the potential for 2022 to play out very similarly. We're very likely to see similar pressure in the first quarter as we recover from record low inventories, but also expect a production ramp that helps us maintain and even grow our position as we execute throughout the year. Let's get into some of the details on our latest labor agreement. One of the most frequent questions out there is on the incremental cost of the new contract relative to the previous one. So how should investors think about the impact to our cost structure? First, it's important to note, we're really glad to have our UAW employees back in our factories and proud of the groundbreaking contract that we put in place. With respect to its impact on our cost [Technical Issues] side of the contracts period. Over the six-year contract, the incremental costs will be between $250 million and $300 million pre-tax per year with 80% of impacting operating margins. So, we experienced a gap between the last contract and the current one resulting in a few weeks of lost production. How does that impact the quarterly cadence of our financial results? There are a number of unique items impacting the first quarter. At first we would -- if you think about first quarter '22, we expect the topline for the equip ops to be pretty similar to the first quarter of '21, missing a few weeks plus of production will neutralize some of the benefits that Corey mentioned in terms of ramping up to higher line rates in December and January. With respect to margins, there are few things to consider. In the first quarter, we'll have our toughest price cost comp for the year. We expect that to be negative in the first quarter, but positive for the full year. We also expect to experience poor overhead absorption due to the lower volumes as mentioned and there are few other one-time items that will provide some additional drag including ratification bonus and some favorable tax credits that we saw in the first quarter of '21 that don't repeat in '22. All in, we expect first quarter margins to be mid-to high-single digits for the Equipment Operations with those businesses that have been most affected by the delayed ratification to be below that average looking beyond the first quarter, though we do expect margins for the rest of the year to be more favorable and incrementals more in line with historical averages. Let's conclude with some discussion around capital allocation. Ryan, how would you characterize our capital allocation strategy in fiscal year '21 and what might we expect this upcoming year? With respect to 2021, our strong liquidity position and our cash flow generation really allowed us to execute against all of our cash priorities. We continue to focus on maintaining our solid A credit rating, but beyond that we invested in our strategic growth priorities, both organically and inorganically. In addition, we returned over $3.5 billion in capital to shareholders through dividends and share repurchases. Our two dividend increases are evidence of the confidence we have in the structural improvements we've made in the earnings power of our business. Overall, our actions in 2021 serve as a good blueprint for how to think about 2022 as we expect to again execute against all of our priorities. It sounds like we'll continue to see discipline with respect to returning capital, but can you elaborate any further on investing back into our businesses? The smart industrial strategy that we put in place during 2020 is the foundation for us to focus our resources on the areas that are most differentiated from a customer value perspective. It's through that lens that we are positioned to increase the level of investment back into our business both organically and inorganically through M&A. As you can see in our guidance, the R&D investment is up 17% in 2022. The focus of the increase is on further developing our tech stack, which accelerates our capabilities related to sense and act, autonomy, digital solutions, connectivity and electrification. We're planning to demonstrate many of our new technologies at our Investor Tech Day in mid 2022. So stay tuned for that exciting event. Finally, as it relates to M&A, expect us to continue to be active, aligned with the themes that we've discussed over the last year. Lastly, is there anything else that you'd like to highlight for investors to expect in 2022? Yes, 2022 is shaping up to be a very important year for us. We put in place the new strategy and are well positioned to accomplish our goals. On that note, we do have a set of goals both related to business and sustainability that will sunset this year. Accordingly, we'll be rolling out our next suite of goals that will highlight the opportunity we have and what we think we can accomplish over the rest of the decade. Importantly, we are uniquely positioned and that there is direct alignment between our creation of customer value, improving our own earnings and delivering more sustainable outcomes for the environment. So, Brent expect us to see -- expect to see a comprehensive suite of goals that really brings all of those elements together. Now, we're ready to begin the Q&A portion of the call. The operator will instruct you on the polling procedure. In consideration of others and our hope to allow more of you to participate in the call, please limit yourself to one question. If you have additional questions, we ask that you rejoin the queue. ","compname reports q4 sales up 16% to $11.33 bln. compname reports net income of $1.283 billion for fourth quarter, $5.963 billion for fiscal year. q4 earnings per share $4.12. q4 sales rose 16 percent to $11.33 billion. full-year 2022 earnings forecast to be $6.5 to $7.0 billion, reflecting healthy demand. anticipate supply-chain pressures will continue to pose challenges in our industries. looking ahead, we expect demand for farm and construction equipment to continue benefiting from positive fundamentals. construction & forestry sales moved higher for quarter primarily due to higher shipment volumes and price realization. small agriculture and turf sales increased for quarter due to higher shipment volumes and price realization. production and precision agriculture sales increased for quarter due to higher shipment volumes and price realization. sees 2022 construction & forestry net sales up 10% to 15%. sees 2022 small agriculture & turf net sales up 15% to 20%. sees 2022 production & precision agriculture net sales up 20% to 25%. fiscal-year 2022 net income attributable to deere & company for financial services operations is forecast to be about $870 million. " "Our call today will include remarks from our CEO, Roger Hochschild; and John Greene, our Chief Financial Officer. As we conclude our formal comments, there will be time for a question-and-answer session. During the Q&A session, please limit yourself to one question; and if you have a follow-up question, please get back into queue, so we can accommodate as many participants as possible. Our strong fourth quarter results were the capstone to good performance in a very challenging year, proving the value and resilience of our digital banking business model. While the economic impacts of the coronavirus pandemic were expansive, our business stood up to these challenges and we are in $799 million after-tax for the fourth quarter and over $1.1 billion for the full year. Our fourth quarter results underscore the capital generation of our model. While our revenues were down 4% year-over-year, our outstanding credit performance combined with the actions we took to reduce our funding costs and control our expenses, enabled us to exit the year with a 30% ROE in the fourth quarter. Looking back on the full year, our operating results highlight the strength of our business and the execution of our team. We proactively adapted to the many ways in which the pandemic has altered our operating environment, including changes in consumer spending patterns, repayment trends and borrowing habits. Discover has always provided best-in-class customer service and this did not change with the pandemic. While other issuers faced significant challenges with long hold times, there was no disruption to our outstanding service as we leveraged our digital capabilities and our 100% U.S.-based customer service. We kept average hold times under five minutes through the trough of the downturn and they quickly returned to normal levels of under one minute. Additionally, our operational flexibility allowed us to keep our employees safe with nearly all employees continuing to work-from-home since mid-March. Similarly, our history of conservative credit management and the resilience of our prime customer base positioned us well as we entered this period of economic stress. We also took quick action at the onset of the pandemic to mitigate credit risk by tightening new account underwriting criteria, reducing promotional rate offers and pulling back on credit line increases, and we added $2.4 billion to reserves as the macroeconomic outlook deteriorated. As expected, the tightening of our underwriting criteria combined with elevated payment rates impacted our loan growth and our total loans decreased 6% year-over-year. However, we took substantial market share in private student lending and gain share in card lending. Our digital bank operating model combined with disciplined expense management has historically generated industry-leading efficiency, but in 2020, we took additional action to control costs and delivered on our commitment to cut $400 million from planned expenses despite absorbing several one-time items that have occurred during the year. Excluding the one-time items, expenses were down nearly 2% year-over-year. We achieved this while still investing in analytics, automation and core technology capabilities to support long-term growth and efficiency improvement. For example, we've invested in new analytics to optimize acquisition marketing to our core customers and we enhanced customer engagement through more targeted offers and interactions. Our payments business was also well positioned heading into last year's sudden economic decline. Our PULSE debit business had a strong year with volume up 10% from 2019, reflecting the impact of stimulus funds and higher transaction sizes as debit became a critical way of procuring goods during the pandemic. Our Discover proprietary network was down 2% for the year and exited the fourth quarter at plus 5%, in line with card sales volume. While Diners Club volume declined, reflecting the impact of the pandemic on global T&E spending, we signed five new international network partners as we continue to expand global acceptance. As we look into 2021, we believe there is a significant amount of uncertainty around the timing and shape of the economic recovery and some of the impacts from last year's downturn have yet to be fully realized. For this reason, we anticipate deterioration in our credit performance in the back half of this year. Nonetheless, we see reasons for optimism. After bottoming in April, our card sales steadily rebounded throughout the year and returned to growth in the fourth quarter. We saw improvement across all categories, especially in grocery and retail, which now represent more than half of our sales mix. This favorable sales trend has also continued into the first half of January. In this environment, we will remain disciplined on expense management but also committed to making investments for growth and efficiency and anticipate higher marketing expenses relative to 2020 levels. We also anticipate resuming a more normal pattern of capital return. Earlier this week, our Board of Directors approved a new $1.1 billion share repurchase plan and we may begin buybacks as soon as the first quarter, subject to the Federal Reserve's limitations. In conclusion, 2020 presented us with unparalleled challenges but our business model has well positioned, and I couldn't be more pleased with how the team here at Discover responded. I'm confident that the actions we took strengthened our business and will drive long-term value for our shareholders and customers. While there is still uncertainty around the pace of the recovery, I'm optimistic that 2021 will be a better year. I'll now ask John to discuss key aspects of our financial results in more detail. I'll walk through our fourth quarter results, starting on Slide 4. We earned $799 million in net income or $2.59 per share. These results included several one-time expenses, totaling $137 million. Excluding these, earnings per share would have been $2.94. There were a number of factors, both positive and negative, that influenced our performance during the year. Importantly, our results for 2020 reflect proactive management of our funding and operating cost and our conservative approach to credit management. These factors helped offset the revenue impacts of elevated payment trends and lower sales volumes. However, we're seeing some positive signs with a return to sales growth in the quarter and continued expansion of our net interest margin. In the fourth quarter, net interest income was down 2%, reflecting a 5% decline in average receivables and lower loan yield. This was mostly offset by decreased funding costs driven by lower market rates and management of our deposit costs. Non-interest income was 14% lower, driven by higher rewards costs from strong engagement in the 5% category this quarter, a one-time write-off of certain real estate facilities and lower loan fee income also contributed to the year-over-year decrease. The provision for credit losses was $305 million lower than the prior year due to meaningful improvement in credit performance. There was no change to reserve levels in the current quarter, whereas the prior year included an $85 million reserve build. Operating expenses increased 8% year-over-year driven by one-time items related to software write-offs, charges for penalties and restitution, and costs of a voluntary early retirement program. Compensation expense also contributed to the increase. These were partially offset by lower marketing costs and decreased professional fees. Excluding one-time items, expenses were down 4% from the prior year. Turning to loan growth on Slide 5. Total loans were down 6% from the prior year driven by a 7% decrease in card receivables. Lower card receivables were the result of three factors. First, payment rates continue to be elevated. While this has reduced loan balances, it has had a favorable impact to credit performance. Second, promotional balances have continued to decline due to actions we took early in pandemic to tighten credit. And third, an increase in transactor activity. Looking at our other lending products. In student loans, we had a strong peak origination season, increasing market share in leading to 7% loan growth. Personal loans were down 7% as a result of actions we took early in the pandemic to minimize potential credit losses. Moving to Slide 6. Net interest margin continued to improve, up 34 basis points from the prior year and 44 basis points from the prior quarter to 10.63%. Compared to the third quarter, lower deposit pricing was the primary driver of the improvement in net interest margin. We cut our online savings rate another 10 basis points from the third quarter as we continue to actively manage funding costs lower. Online savings rates, 12 month and 24-month CDs are all down to 50 basis points. Lower interest charge-offs and a favorable mix of promotional rate balances also contributed to the margin expansion from the prior quarter. These factors offset the impact of the high level of balance sheet liquidity that we are currently carrying. While this is depressing, our net interest margin today, it should benefit margin as we deploy this liquidity into future loan growth. Average consumer deposits increased 18% from the prior year. We continue to see steady demand for our consumer deposit products, which were up $1 billion from the prior quarter. All of the growth from the third quarter was from indeterminate maturity accounts, which allows us to immediately capture the benefit of deposit rate decreases. Turning to Slide 7. We continue to optimize our mix -- our funding mix. And our goal remains to have 70% to 80% of our funding from deposits. We also have an opportunity to benefit from higher rate funding maturities over the next couple of years. Both of these items are expected to benefit net interest margin in future quarters. Looking at Slide 8. As Roger noted, we delivered on our commitment to reduce planned expenses by at least $400 million during the year, and I'm pleased to say that we accomplished this goal despite several one-time expense items that occurred in 2020. Total operating expenses in the fourth quarter increased $94 million or 8% from the prior year, driven completely by $137 million in one-time expense items. Excluding these, operating expenses would have been down $43 million or 4% year-over-year. Yet, even as we remain disciplined on costs, we continue to invest in analytical capabilities that we expect will drive future growth and efficiency improvements. Looking at some of the individual line items. Employee compensation was up $57 million or 13%, driven by a one-time item related to a voluntary early retirement program as well as staffing increases in technology and higher average salaries and benefits. Marketing and business development expense was down $75 million or 32%. Most of the reduction was in brand marketing and card acquisition as we aligned marketing spend and tightened credit criteria in response to this changing economic environment. Professional fees decreased $22 million or 10%, mainly driven by lower third-party recovery fees related to courts operating at limited capacity. On Slide 9, you can see our credit metrics for the quarter. Once again, credit performance was very strong and total charge-offs below 2.4% and credit card net charge-offs nearly 2.6%. The card net charge-off rate was 78 basis points lower than the prior year, while the net charge-off dollars were down $180 million or 28%. Compared to the third quarter, net card charge-off rate declined 82 basis points. The 30-plus delinquency rate was 55 basis points lower than last year and increased 16 basis points from the prior quarter. Credit also remained strong in our private student loan portfolio with net charge-offs down 31 basis points year-over-year. Excluding purchased loans, the 30-plus delinquency rate improved 40 basis points from the prior year and 9 basis points compared to the prior quarter. In our personal loan portfolio, net charge-offs were down 147 basis points and the 30-plus delinquency rate was down 29 basis points year-over-year. To wrap up credit, this was another quarter of strong performance across all of our lending products driven by the actions we've taken in underwriting, line management and collections, the resiliency of our prime customer base and the impact of government stimulus. We believe that losses will increase in the second half of 2021 and into 2022. However, the timing and magnitude of losses could be impacted by any additional government assistance or material shifts in the economic environment. Moving to the allowance for credit losses on Slide 10. We held allowance flat to the prior quarter. While the macro environment has improved, the outlook remains uncertain. Similar to our past approach, we modeled several different economic scenarios. The primary assumptions in our economic model were a year-end 2021 unemployment rate of about 8% and GDP growth of about 2.7%. We did not include any additional stimulus beyond what has already been provided to consumers. Our economic scenarios also consider the increasing number of COVID cases, the timing of the vaccine rollout and the recent increase and unemployment claims. Turning to Slide 11. Our Common Equity Tier-1 ratio increased 90 basis points sequentially to 13.1%, remaining above our 10.5% internal target and well above regulatory minimums. We have continued to fund our quarterly dividend at $0.44 per share. Regarding share repurchases, as Roger indicated, earlier this week, we received authorization from our Board of Directors to repurchase up to $1.1 billion of common stock. And we intend to begin share buybacks in the first quarter, subject to the Federal Reserve regulatory limitations. Moving to Slide 12 and some perspectives on how to think about 2021. We anticipate modest positive loan growth for the year. We see opportunities for customer acquisition, but the level of growth will be dependent on payment rate trend and the timing and pace of the broad economic recovery. With respect to our net interest margin, as I previously mentioned, we expect we will continue to see benefits to margin from lower deposit rates and maturity of higher rate funding. We also remain committed to disciplined expense management and we'll continue to invest to drive profitable long-term growth and efficiency improvement. This includes increased marketing investments for new customer acquisition as well as investments in advanced analytics and technology capability. In terms of credit performance, as I've already noted, we expect losses to increase in the second half of 2021 and remain elevated into 2022. Finally, our capital allocation strategy has not changed, and we remain committed to returning capital to shareholders through dividends and buybacks. In summary, we had a solid fourth quarter with strong credit performance across the portfolio, net interest margin expansion driven by lower funding costs, flat reserves; and excluding one-time items, operating expenses were down year-over-year. I'm very pleased with our execution throughout 2020 and Discover's efforts to protect employees and provide uninterrupted best-in-class service to our customers. The quick actions we took at the onset of the pandemic and our investment in core capabilities protected and strengthened the Discover franchise in 2020. The challenges we faced, demonstrate the resiliency of Discover's digital banking business model; and while uncertainty remains, we are well positioned for growth as our economy continues to recover. ","compname posts q4 earnings per share $2.59. q4 earnings per share $2.59. board of directors approves repurchase of up to $1.1 billion of common stock. new repurchase program expires on december 31, 2021. total loans ended the quarter at $90.4 billion, down 6% year-over-year. credit card loans ended the quarter at $71.5 billion, down 7% year-over-year. qtrly payment services volume was $70.1 billion, up 6% year-over-year. net interest income for the quarter decreased $47 million, or 2%, from the prior year period. " "This release is available on the Company's website at dhigroupinc.com. Lastly, during today's call, management will be referring to specific financial measures, which include adjusted EBITDA, adjusted EBITDA margin and net debt, which are not prepared in accordance with U.S. GAAP. As always, we appreciate your interest in DHI. I want to begin by saying a few words about COVID-19 and our response to this global pandemic. Our foremost concern at DHI is to ensure the health and safety of our DHI community. As such when the pandemic began to unfold in mid-March, we at DHI jumped into action to aid our communities by launching COVID-19 resource centers on each of our brand sites to assist both clients and candidates alike with information relevant to their needs in these challenging times. These sites provide information on virtual career fairs, open remote job posts, real-time hiring trends, industry insights, articles, and hiring resources. We also launched a campaign to provide free recruitment services to U.S. hospitals to help them find technologists in fields like electronic medical records, healthcare administration and computer system processing. Also, all of our employees have been working from home using the best possible remote communication and collaboration tools and our team members, including sales and support, marketing and product development continue to be highly effective. In fact, our product development team actually gained efficiency working from home this quarter, delivering dozens of new product releases. I'll dive more into these product releases later in the call, but first let me provide a quick update on the current market environment for tech jobs. The pandemic is certainly challenging the way we all live and work. We saw job postings drop in the early part of the quarter but come back to the trailing 12-month average levels in June and July as companies became more confident in their hiring strategies. Many firms serving highly impacted industries have paused or reduced their hiring plans and we believe that our bookings are highly correlated to the state of geographical restrictions and reopenings, which certainly remain in flux. It's clear that our collective future will be more online and businesses will accelerate their efforts to digitize. These efforts will, of course, require technologists. A recent report released by Microsoft in July predicts that the worldwide digital jobs will grow from 41 million in 2020 to 190 million in 2025. Of the 149 million new digital jobs created, 98 million are forecast to be in software development. With our technology skill of data model in technology focused marketplaces, we stand ready to capitalize on this trend. Now let me provide some more detail regarding the product development efforts I mentioned earlier. During the second quarter, our product development team continued to deliver a high pace of product innovation. With the release of Dice recruiter profile, we took the first leap forward in Dice's transformation from a job board to a full-scale career marketplace. Dice Recruiter Profile allows our client recruiters to enrich their brands with photos, personal information, details of our corporate culture and important news, as well as information about latest hires, upcoming events and future hiring needs, all of which create more transparency and personalize the recruiter define the role. Candidates can now discover the recruiters that are aligned with their interests and use recruiter profile information to better engage on job postings and respond to outreach. With the Dice Marketplace, we're creating a trusted environment where recruiters and candidates can learn much more about each other to facilitate more effective career discussions. We also launched Dice Remote Jobs. The pandemic has demonstrated that candidates can successfully work from home and want to do so and that more jobs are predicted to be remote-qualified in the future. Remote job opportunities has been the top requested feature by both clients and candidates since the start of the pandemic and the views for these job postings have been significantly higher than non-remote job postings. This is an excellent opportunity for employers to tap into pools of remote workers across the United States to increase talent pipelines and diversify their workforce and we at DHI want to be the leader in the technologist's part of this important trend. We also launched ClearanceJobs Automated Recruiter Workflow in the quarter, which we believe is a true game-changer. Workflow is an easy to use set of tools that allow our recruiter to automate routine tasks in their day, including talent sourcing, pipelining, engagement, marketing and rewards [Phonetic]. When specific candidate activities occur, they trigger automated pre-planned actions and responses. As an example, if a recruiter is looking for an Oracle database administrator in California, when a new candidate with the correct profile registers on the database, Workflow will automatically connect the recruiter with the new candidate, tag them in their pipeline, produce an email introduction and generate a text notification that all of this has been completed. Our internal estimates indicate that this powerful set of tools can eliminate approximately 3.5 hours of administrative task time per recruiter per day. ClearanceJobs is the only career site in the world that incorporates this capability. ClearanceJobs continues to be DHI's test-bed for key market-leading features like this one of a kind technology. We also launched eFinancialCareers Enhanced Candidate Profile during the quarter. eFC candidates can now expose a richer profile, equivalent to that offered on ClearanceJobs to recruiters specializing in their respective field. And in mid-July, we launched eFC Follow, Voice and Video. These features complete the eFC marketplace delivering a rich set communication tools for recruiters and professionals to engage in career discussions. Now finance and tech professionals and recruiters can connect virtually with video and voice calling as well as instant messaging all through the eFC platform. We have many new releases planned for the remainder of the third quarter. Dice is completing a design for its own enhanced candidate profile and messaging system with an expected launch by year-end. We are working on delivering calendaring integration for ClearanceJobs, and for eFC we will be releasing a modern new brand identity starting with their B2B site. We continue to transform our sales organization this quarter with the addition of a new customer success leader, a new Dice agency program leader and the relaunch of managed services as sourcing services, with a focus on delivering vetted candidates for targeted client searches. Much like other trends in our business, we have seen a steady improvement in the demand for sourcing services since April. Turning to sales performance by brand. For all of our brands we were experiencing a check mark shaped recovery, not a V-shaped recovery. Dice's current bookings are trending toward their performance pre-pandemic, although our new business teams, including the Dice Commercial Accounts team remain challenged due to the extra conservatism of potential new clients in this environment. Despite this challenge, the commercial sales team has been heads down training and improving its core practices. They are becoming more sophisticated in their go-to-market approach and as a result, brought in the largest new business deal in the history of our Company. This deal with a large U.S. government agency is worth $270,000 in annual contract value. To put this in perspective, we typically sign new business deals in the $7,000 to $10,000 range. This success, along with the momentum we saw in signing new customers in the weeks leading up to the start of the pandemic in mid-March gives us great confidence that our focus on commercial accounts will be the cornerstone for our growth as the business environment normalizes. Our renewals with existing Dice clients, while impacted in the quarter as a result of the pandemic, are slowly returning to expected levels, and existing clients have told us that they cannot find appropriate technologists without our platform. It's important to note that this dip in renewal-based bookings during the quarter will manifest itself in lower revenue for the remainder of the year, as we recognize each booking as revenue monthly across the duration of the contract. ClearanceJobs has been relatively unaffected by the pandemic as its performance is generally correlated to the U.S. DOD budget. We are very fortunate that the 2021 Defense Authorization bills appear to be moving forward toward approval. We continue to work hard on expanding CJ's addressable market through direct sales to U.S. government agencies and have booked $0.5 million in new contract revenue through the first half of the year. We expect ClearanceJobs to add several new government customers as we make our way through the rest of this year. Finally eFinancialCareers remains our most challenged brand. From the Hong Kong protests last summer, to the uncertainty of Brexit last fall, to the current pandemic; eFC clients have faced significant challenges that have certainly affected our bookings. The global banking community is still working out the hiring plans in light of the indeterminate effect of the pandemic on loan portfolios. We are fortunate that eFC is generally focused on larger banking institutions and counts 50% of the global 100 banks as clients. These institutions believe in an online banking future and continue to hire technologists even now. There is no question, however, that the uncertainty in the banking industry has weighed down eFC's performance to date and will continue to do so at least through the remainder of the year. As I conclude my remarks, I want to reiterate that we are successfully executing on our plan to build career marketplaces for matching tech professionals with employers. We believe we have created a better online platform than our competitors for matching companies with the highest quality tech professionals. And with our proven go-to-market strategy, we believe we can capitalize on the millions of new technologist jobs expected over the next five years and grow our revenue at or above the market rate of growth. While this growth won't happen overnight and COVID-19 certainly presents uncertainty, we are confident in our business plan and the continued progress we are making toward achieving our goal. I'll start by going through the financial results, then add a few comments about the business. For the second quarter, we reported total revenues of $33.8 million, which was down 8% from the first quarter and down 9% year-over-year when you exclude the impact of foreign exchange. Dice revenue was $20.5 million in the second quarter, down 9% sequentially and down 12% year-over-year. We ended the second quarter with 5,450 Dice recruitment package customers, which is down 7% sequentially and 11% year-over-year. During the quarter, we did not see any notable changes to customers' leaving the platform relative to other quarters. However, we did see lower new customers being added. This gives us comfort that our core customers continue to see the value in our platform even during these challenging times. We maintained our average monthly revenue per recruitment package customer versus the year ago quarter at $1,131 or $13,572 on an annual basis. This is important as over 90% of Dice revenue is recurring and comes from recruitment package customers. Our Dice customer renewal rate was 57% for the second quarter, down 13 percentage points year-over-year and our revenue renewal rate was 61%, which was down 19 percentage points when compared to the same period last year. These lower renewal rates have a minimal impact on in-quarter revenues, but do impact contracted revenue and will result in lower revenue during the term of the related contracts. And while we did see lower in-period renewal rates, that is customers renewing prior to or at contract termination, we are maintaining an ongoing dialog with these non-renewal customers with the expectation that they will resign when there is further recovery in the economy. In addition, we hired a new leader for our Client Success organization who is implementing new processes around on-boarding and ongoing touch points that should have a positive impact on both customer and revenue renewal rates. As we look at Dice, our strategy continues to be on larger customer relationships through moving upstream in terms of our marketing efforts, sales activities and go-to-market approach. We believe this will put us in the best position for stability and growth. Currently, approximately 15% of our customers generate 50% of our recruitment package revenue though no one customer makes up even 1% of revenue. We think this is a good balance of a strong stable revenue base without having significant customer concentration risk. ClearanceJobs' second quarter revenue was $7.1 million, an increase of 3% sequentially and 18% year-over-year. This continued solid double-digit revenue growth year-over-year is reflective of ClearanceJobs' strong innovative products and competitive differentiation. Second-quarter revenue for eFinancialCareers was $6.2 million, down 15% from the first quarter and 21% year-over-year, when excluding the impact of foreign exchange rates. As expected, COVID negatively impacted our performance for eFinancialCareers during the quarter. In the U.K., which is our largest geography by revenue for eFC, we were impacted by the COVID shut down and U.K. furloughs, which have been extended through October of this year. In the APAC region, eFC's second largest geography, we continued to experience difficulties primarily due to the impact of the pandemic. Turning to operating expenses. Second quarter operating expenses were $31.3 million, representing a decrease of $1.7 million or 5% year-over-year. This decrease in operating expenses was primarily the result of the comprehensive cost management exercise which began in late March and continues currently. For the second-quarter, sales and marketing expense decreased $1.5 million year-over-year to $12.3 million. The majority of our cost savings was associated with the reduced digital marketing spend for candidates, given that there has been a larger amount of candidate engagement naturally during the work from home environment. And even while we accelerated the deployment of new product features in the second quarter, our product development expense decreased $617,000 year-over-year to $3.8 million, as a result of higher capitalization rates associated with these projects. Income tax expense for the second quarter was $430,000, resulting in an ineffective tax rate of 19%, which is lower than our expected statutory rate of 25% due to the allocation of income between jurisdictions. We recorded net income for the second quarter of $1.9 million or $0.04 per diluted share compared to net income of $3.1 million or $0.06 per diluted share a year ago. This quarter's earnings per share had a $0.01 detriment primarily from severance and related costs that negatively impacted net income. Last year's earnings had a $0.02 detriment from disposition related costs, including the loss on the sale of a business and discrete tax items. Excluding those items, on a normalized basis, earnings per share for the quarter was $0.05 versus $0.08 last year. Adjusted EBITDA margin for the second quarter was 23%, up from 21% in the first quarter and down from 24% in the second quarter last year. As we stated on our last call, our goal is to manage the business to approximately 20% adjusted EBITDA margins. We were able to exceed that due to the quick action we took to both support our customers and revise our spending, along with the ongoing management of the overall cost structure. We generated $7.1 million of operating cash flow in the second quarter compared to $11.1 million in the prior year quarter. From a liquidity perspective, at the end of the quarter, our total debt was $37 million. We had $27.5 million of cash resulting in net debt of $9.5 million. Even with the incremental borrowing in the first quarter, we still have significant borrowing capacity available to us under our credit facility. Liquidity continues to be a key area for us. During the quarter, several customers requested flexibility on billing terms and with our strong liquidity position, we were able to provide this flexibility with the intent of retaining active customers and working with them through their challenges. More recently, we have seen the number of requests drop significantly, which is clearly a positive sign. Deferred revenue at the end of the quarter was $47.2 million, down 15% from the first quarter. This is due to the impacts of COVID-19 as well as more contracts having a monthly or quarterly payment terms as a result of the flexible billing terms I just discussed and the normal seasonality of bookings. When we add the unbilled portion of our contracts to deferred revenue, our committed contract backlog at the end of the quarter was down 11% from the end of the second quarter last year. During the quarter, we repurchased approximately 1.3 million shares for $3.4 million or $2 56 per share. We used $2.9 million of the $7 million buyback program, which ran through May of this year and $530,000 under the new $5 million share buyback program. We continue to believe that buyback is a recognition of the strength in the long-term prospects of our business. Consistent with our previous programs, we will continue to evaluate investment opportunities in the business against buying back shares while also using it as an opportunity to offset the impacts of our employee equity incentive programs. As we look ahead, bookings are improving across all teams. But as Art mentioned, this appears to be more of a Nike swoosh shaped recovery than a V-shaped recovery. For Dice, while there is still great uncertainty due to the pandemic, we've seen a stable number of tech job postings in the past few weeks as companies continue to use technology in their business model. With regard to ClearanceJobs, we expect them to continue to grow because of their success is correlated to the U.S. Department of Defense budget which, relatively speaking, has been immune to the environment we find ourselves in. For eFinancialCareers, while it operates in multiple geographies, we continue to expect significant headwinds in our two largest regions, the U.K. and APAC as a result of the furloughs in the U.K. due to COVID and in addition to COVID, the ongoing geopolitical issues in Hong Kong. While we have relationships with approximately 50% of the global 100 banks providing us more stability in the current environment, we have seen our smaller customers continue to be impacted. As we've mentioned, we continue to evaluate our entire cost structure and have reduced non-headcount-related expenses, both operating expenses and capital expenditures. This includes such areas as contractor and consulting spend, marketing spend and third-party vendors spend, while being very disciplined around any headcount additions. With regards to marketing, we believe we can still achieve our candidate and client metrics with lower spend as overall digital advertising rates have come down. We remain confident in our ability to manage our expenses appropriately for any revenue changes that might occur. Looking forward, we will operate the business in a manner that maintains our employee base and allows us to continue investing in our business to drive long-term revenue growth and to support our customers in these challenging times. As such, while not providing specific guidance, we continue to manage the business to margins in the 20% range. Let me sum up by saying that while we continue to find ourselves in very challenging times, we feel our business model provides us some protection and predictability and we are confident in the investments we have made in innovation and sales. We remain focused on the continued execution of our business plan and look forward to reporting on our progress throughout the rest of 2020. It is a pleasure to be part of such a great team. ","compname posts q2 earnings per share of $0.04. q2 earnings per share $0.04. q2 revenue $33.8 million. " "A playback of today's call will be archived on our Investor Relations website located at investors. dicks.com for approximately 12 months. And finally, a few admin items. First, a note on our same-store sales reporting practices. Our consolidated same-store sales calculation include stores that we temporarily closed last year as a result of COVID-19. The method of calculating comp sales varies across the retail industry, including the treatment of temporary store closures because of COVID-19. Accordingly, our method of calculation might not be the same as other retailers. Next, as a reminder, due to the uneven nature of 2020, we planned 2021 off of the 2019 baseline. Accordingly, we will compare 2021 sales and earnings results against both 2019 and 2020. And lastly, for your future scheduling purposes, we are tentatively planning to publish our fourth quarter 2021 earnings results before the market opens on March 8, 2022, with our subsequent earnings call at 10:00 a.m. Eastern Time. We're extremely pleased to announce another very strong quarter in which we delivered significant sales and earnings growth over both last year and 2019. Our strategies continue to work as we reimagine the athlete experience in our core business and with the new concepts. We have driven strong profitable growth at DICK's. And earlier this year, we launched two DICK'S House of Sport stores, highly experiential destinations that are redefining sports retail. The innovations we've made in our Golf Galaxy business are performing extremely well. And our second Public Land store recently opened, focusing on the outdoor activities. Looking ahead, I couldn't be more excited about the future of DICK's Sporting Goods. We now expect to deliver comp sales of over 20% for 2021, and remain very confident in the long-term prospects of our business. Before diving into our Q3 results, I think it's important to recognize that our current success is a result of a transformational journey that began in the back half of 2017 when we started to make meaningful changes across our business. We also improved our service and selling culture, made our stores more experiential and reallocated floor space to regionally relevant and growing categories. These changes fueled improved results and significantly improved our comp sales trajectory, well before the pandemic. For years, we've also invested in technology and data science to build our best-in-class omnichannel platform. This allowed us to quickly capitalize on athlete needs and strong consumer demand throughout 2020, and deliver our full-year comp sales increase of nearly 10%. We announced today that we've raised our full-year guidance for the third time this year, and now expect our comp sales to increase between 24% and 25%. During a time when consumers are making lasting lifestyle changes with an increased focus on health and fitness and greater participation in outdoor activities, we believe that DICK's Sporting Goods has become synonymous with sport in the United States. Nearly, our entire category portfolio has rebaselined meaningfully higher versus pre-COVID sales levels. We've capitalized on strong consumer demand and have gained considerable market share in key categories, driven by enhanced product access, service, and omnichannel capabilities. Looking ahead, we are well positioned to continue gaining share and we remain optimistic about the long-term demand trends in our most important categories like athletic apparel, footwear, team sports and golf. We also remain very optimistic about longer-term EBT margin, driven by a number of permanent changes versus pre-COVID levels. These changes include a highly differentiated product assortment that is less susceptible to broader promotional pressures; more granular management in promotions and significantly higher profitability of our eCommerce channel. Now getting back to our Q3 results. Consolidated same-store sales increased 12.2% on top of a 23.2% increase in the same period of last year, and a 6% increase in Q3 2019. Driven by our strong sales and gross margin rate expansion, on a non-GAAP basis, our third quarter earnings per diluted share of $3.19, increased 59% over last year and 513% over Q3 2019. Our Q3 comps were supported by broad-based growth across our business, as our strong execution, diverse category portfolio and world-class omnichannel platform helped us continue to capitalize on and meet robust consumer demand despite a dynamic global supply chain. We're continuing to see strong retention of the 8.5 million new athletes we acquired last year, and we added another 1.7 million new athletes during this quarter. Our active athlete database is at a record high. Our increasingly differentiated product assortment, combined with our disciplined promotional strategy and cadence is continuing to drive significantly higher merchandise margin rate. During the quarter, we expanded our merchandise margin rate by 301 basis points versus 2020 and by 578 basis points versus 2019. As we discussed previously, we're focused on enhancing the athlete experience across our entire omnichannel ecosystem. In our stores, we continue to make DICK's a great place to work, as we know that our people are our competitive differentiator and a great teammate experience drives a great athlete experience. In fact, we recently earned a place on Fortune's list of Best Workplaces in Retail for 2021. We're also engaging our athletes with new and elevated service standards and making our stores more experiential. These strategies are working and continue to set us apart within the marketplace. During the quarter, our brick-and-mortar stores comped up approximately 15% versus last year and delivered a 31% sales increase when compared to 2019. Importantly, our stores continue to be the hub of our omnichannel strategy, enabling over 90% of our total sales and fulfilling approximately 70% of our online sales in Q3. Moving to our eCommerce business. During the quarter, we were pleased to deliver online sales growth of 1%, which was on top of a 95% increase in the same period last year. Our online sales remained substantially above pre-COVID levels, increasing nearly 100% when compared to the same period in 2019. Importantly, we also continue to drive a significant improvement in the profitability of our eCommerce channel by leveraging fixed costs, sustained athlete adoption of in-store pickup and curbside, as well as fewer and more targeted promotions. Beyond our omnichannel platform, our portfolio of brands is a tremendous asset. We continue to invest substantially in our highly profitable and growing vertical brands. Key brands including DSG, CALIA and VRST are driving exclusivity within our assortment and gaining meaningful traction with our athletes. At the same time, while many national brands continue to narrow distribution and focus more on their most strategic partners, DICK's offers them something unique and valuable. We are rooted in sport and can showcase an entire brand of portfolio, including apparel, footwear and hard lines across our over 800 stores and online. Our brand partners continue to make significant investments in our business every year and provide us with increasing allocations of exclusive and differentiated products. These top-of-the-line products are highly coveted and rarely promoted, driving significant sales and margin momentum. Our strategic partnerships with key brands have never been stronger, and we're making big bets with important brand partners. To that end, we recently announced a groundbreaking new partnership with Nike that we see as truly transformative for the sports industry. Through this collaboration, DICK'S and Nike will create unmatched value for our athletes through exclusive products, experiences, content and other specialized offers. Together, we'll embrace our collective strengths and capabilities to expand our reach, connect with even more athletes and most importantly serve them better. Our companies have a long and successful history of working together, and this demonstrates a deepening of the DICK's and Nike relationship. This partnership is aimed at driving growth for both companies, while serving our customers in a personalized way. At DICK's, part of our strategy is to lead with mobile, and we're excited to launch this partnership through a connected marketplace exclusively in our DICK's mobile app. Looking ahead, we will explore additional opportunities to work with Nike and our other strategic partners across our respective physical and digital properties to further enhance convenience, experiences and content for our athletes. Now, I'd like to provide a few updates on our newest concept. First, we remain very pleased with our first 2 DICK's House of Sport stores in Rochester and Knoxville. House of Sport is built around experience, service, community and product, setting an unparalleled standard for sports retail and athlete engagement. Moving forward, we are excited to continue to refine and grow House of Sport, while pulling key learnings into the rest of the DICK's chain. We're also excited by the early results of our first two Golf Galaxy performance centers located outside of Boston and Minneapolis, St Paul. Golf Galaxy Performance Center has been completely redesigned and equipped with TrackMan and BioMech golf technologies. We've also invested in talent to ensure our teammates become trusted advisors to golf enthusiast of all levels. In addition to innovating within our core business, we also launched Public Lands, a new omnichannel specialty concept to better serve outdoor athletes. Our first Public Lands store recently opened here in Pittsburgh, and our second store opened in Columbus just a few weeks ago. We also launched publiclands.com, a complete eCommerce experience for the outdoor enthusiasts. While it's still early, Public Lands is off to a strong start and we are very enthusiastic about this growth opportunity and its goal to get more people outside, exploring and protecting Americas Public Lands. Before concluding, I want to spend a moment on the supply chain. Amidst the very dynamic environment, our team has done an excellent job working with our vendor partners and with our vertical brand manufacturers to ensure a robust flow of product to meet strong demand. We ordered aggressively to get ahead of this disruption and our quarter ending inventory levels increased 7.3% compared to the end of the same period last year. While there will continue to be inventory challenges across the marketplace, our fourth quarter is off to a strong start and we feel that we are well positioned within our industry this holiday season. In closing, we have exciting growth opportunities ahead of us. And as Ed said, we are very confident in the longer-term prospects of our business. As we continue to execute against our strategic priorities and reimagine the athlete experience, we believe the investments we've made to transform our business will strengthen our leadership position within the marketplace. Our teammates are at the center of this transformation. After joining the company in 2017 as SVP of Finance and Chief Accounting Officer, Navdeep was appointed to the CFO position last month. Navdeep's impact on our business has been phenomenal. Over the last four years, he has led most of the finance functions in the organization and he has become a trusted partner to our entire executive team. He has also driven companywide productivity efforts, served on our long-term Strategic Committee and he played a really critical role in securing financing at the outset of COVID. Prior to DICK's, Navdeep spent 11 years at Advance Auto Parts in various leadership roles, most recently serving as Senior Vice President of Finance. Earlier in his career, Navdeep held a variety of management roles at Sprint Nextel and he served as a lieutenant in the Indian Navy. Navdeep's keen financial acumen and strategic vision will be instrumental to the continued growth and success of DICK's. And with that, Navdeep, it is my pleasure to hand it over to you. With three quarters of the year now behind us, our consistent, strong results have demonstrated our ability to serve our athletes in a very differentiated way, while driving toward another record sales and earnings here in 2021. Let's begin with a brief review of our third quarter results. Like Lauren said, we are excited to report a consolidated sales increase of 13.9% to approximately $2.75 billion. Consolidated same-store sales increased 12.2% on top of a 23.2% increase in the same period last year, and a 6% increase in Q3 of 2019. Our strong comps were driven by growth across each of our three primary categories of hardlines, apparel and footwear, as well as an 8.5% increase in transaction and a 3.7% increase in average ticket. When compared to 2019, consolidated sales increased 40%. Our brick-and-mortar stores comped up approximately 15% versus 2020, and delivered a 31% sales increase when compared to 2019, with roughly the same square footage. Our eCommerce sales increased 1% versus last year on top of a 95% online sales increase in the third quarter of 2020. Compared to Q3 of 2019, our eCommerce sales increased 97%. As a percent of total net sales, our online business has grown from 13% in 2019% to 19% in the current quarter. eCommerce penetration was 21% last year. Moving to gross profit. Gross profit in the third quarter was $1.06 billion, or 38.45% of net sales, and improved 354 basis points compared to last year. This improvement was driven by merchandise margin rate expansion of 301 basis points and leverage on fixed occupancy costs of 111 basis points from sales increase. The increase in merchandise margin was primarily driven by fewer promotions due to our increasingly differentiated assortment and disciplined promotional strategy, as certain categories in the marketplace continue to be supply constrained. We also saw a favorable sales mix. In addition, we were able to pass through selective price increases to help cover merchandise cost increases from higher supply chain and input costs. As expected, these improvements were partially offset by higher freight costs resulting from global supply chain disruptions and our prioritization of inventory availability over costs. Compared to 2019, gross profit as a percent of net sales improved 886 basis points, driven by merchandise margin rate expansion of 578 basis points due to fewer promotions, as well as leverage on fixed occupancy costs of 370 basis points, which again was partially offset by higher freight costs. SG&A expenses were $631.9 million, or 23% of net sales, however, leveraged 151 basis points compared to last year due primarily to the increase in sales. SG&A dollars increased $40.8 million, due primarily to current year cost increases to support the growth in sales. In the prior year quarter, SG&A included $43 million of COVID-related costs. However, in the current year, we transitioned our hourly teammates to compensation programs with a longer-term focus, including increasing and accelerating annual merit increases and higher wage minimums, partially offsetting last year's COVID-related costs. Compared to 2019 and on a non-GAAP basis, SG&A expenses as a percentage of net sales leveraged 325 basis points due primarily to the increase in sales. SG&A dollars increased $116.8 million due to increase in store payroll and operating expenses to support the increase in sales, as well as hourly wage rate investments. Driven by our strong sales and gross margin rate expansion, non-GAAP EBT was $415.6 million, or 15.12% of net sales, and increased $171.8 million, or 501 basis points from the same period last year. Compared to 2019, non-GAAP EBT increased $355.6 million, or approximately 1,200 basis points as a percentage of net sales. In total, we delivered a non-GAAP earnings per diluted share of $3.19. This compares to a non-GAAP earnings per diluted share of $2.01 last year, a 59% year-over-year increase, and a non-GAAP earnings per diluted share of $0.52 in 2019, a 513% increase. On a GAAP basis, our earnings per diluted share were $2.78. This included $7.7 million in non-cash interest expense, as well as 12.8 million additional shares that we have designed to be offset by our bond hedge at settlement, but are required in the GAAP diluted share calculation. Both of these are related to our convertible notes we issued in Q1 of 2020. Now looking to our balance sheet. We are in a strong financial position, ending Q3 with approximately $1.37 billion of cash and cash equivalents, and no borrowings on our $1.855 billion revolving credit facility. Our quarter-end inventory levels increased 7.3% compared to end of Q3 last year. Looking ahead, we continue to aggressively chase product to meet demand and prioritize inventory availability over costs. As part of this, we expect elevated freight expenses to continue at least in the fourth quarter and have included the impact of this within our outlook. To reiterate Lauren's comment, while there will continue to be supply chain challenges across the marketplace, we feel that we are very well positioned within our industry this holiday season. Turning to our third quarter capital allocation. During the quarter, net capital expenditures were $54.1 million. We paid $503 million in dividends, which included a special dividend of $5.50 per share that we announced last quarter. We also repurchased 2.17 million shares of our stock for approximately $273 million at an average price of $125.80. We have approximately $605 million remaining under our share repurchase program. Year-to-date, we have returned nearly $1 billion to shareholders through dividends and share repurchases. Looking ahead, we will continue to invest in the profitable growth of our business, while maintaining an appropriate level of cash on the balance sheet. Returning capital to shareholders will also continue to be an important component of our capital allocation strategy. Now, let me move on to our fiscal 2021 outlook for sales and earnings. While still early, Q4 is off to a strong start. Taking this into account, along with our significant Q3 results, an expectation of a continued strong consumer demand and our confidence in our ability to navigate the global supply chain challenges, we are raising our consolidated same-store sales guidance and now expect the full-year comp sales to increase by 20% to 25% compared to our prior expectation of up 18% to 20%. This is on top of 9.9% increase in consolidated same-store sales last year and a 3.7% increase in 2019. At the midpoint, our updated comp sales guidance represents a 39% sales increase versus 2019 compared to our prior expectation of up 33%. On a non-GAAP EBT basis, we expect the full-year results to be in the range of $1.89 billion to $1.92 billion compared to our prior outlook of $1.61 billion to $1.67 billion, which at midpoint and on a non-GAAP basis is up 333% versus 2019 and up 160% versus 2020. At the midpoint, non-GAAP EBT margin is expected to be approximately 15.7%. Within this, gross margin is expected to increase versus both 2019 and 2020, driven by leverage on fixed expenses and higher merchandise margins. This assumes higher freight costs and fewer promotions compared to both 2019 and 2020 for the fourth quarter. SG&A expenses is expected to leverage versus both 2019 and 2020, due to the significant projected increase in full-year sales. In total, we are raising our full-year non-GAAP earnings per diluted share outlook to a range of $14.60 to $14.80, compared to our prior outlook of $12.45 to $12.95. At the midpoint and on a non-GAAP basis, our updated earnings per share guidance is up 298% versus 2019 and up 140% versus 2020. In closing, the work that we have done over the past several years to rearchitect our strategy, operations and financial, sets us up well to deliver improved value to our shareholders over the long term. ","compname reports q3 sales up 14% to $2.75 bln. compname reports record third quarter sales and earnings; delivers 12.2% increase in same store sales and raises full year guidance. q3 same store sales rose 12.2 percent. sees fy non-gaap earnings per share $14.60 to $14.80. q3 non-gaap earnings per share $3.19. q3 sales rose 13.9 percent to $2.75 billion. total inventory increased 7.3% at end of q3 of 2021 compared to end of q3 of 2020. q3 2021 earnings per diluted share of $2.78. " "A playback of today's call will be archived in our Investor Relations website located at investors. dicks.com for approximately 12 months. And finally, a couple of admin items. First, a note on our same-store sales reporting practices. Our consolidated same-store sales calculation include stores that were temporarily closed as a result of COVID-19. The method of calculating comp sales varies across the retail industry, including the treatment of temporary store closures as a result of COVID-19. Accordingly, our method of calculation may not be the same as other retailers. We've never had quite a year like 2020. We were challenged in numerous ways, as were so many others, but as an organization, we not only survived, we thrived. The strength of our diverse category portfolio, technology capabilities and advanced omni-channel execution helped us capitalize on the favorable shifts in consumer demand across golf, outdoor activities, home fitness and active lifestyle. For the full year, we delivered record sales and earnings. Our consolidated same-store sales increased a record-setting 9.9%, which was on top of our 3.7% comp increase from the prior year. And our non-GAAP earnings per diluted share of $6.12 represented a 66% increase over last year. We developed innovative technology, including curbside pickup that set the pace for the retail industry and helped drive full year eCommerce sales of over $2.8 billion, an increase of 100%. Most importantly, we cared for each other and our communities every step of the way. As we reopened our stores, the health and safety of our teammates and athletes was our highest priority, and we established protocols and procedures to provide a safe shopping experience. Our frontline hourly associates and distribution center teammates went above and beyond in 2020, and we showed our appreciation to our premium pay program. In total, in 2020, we invested approximately $175 million across incremental teammate compensation and safety costs. Additionally, last Friday, we partnered with Allegheny Health Network to host a COVID-19 vaccination clinic at our corporate headquarters. As a result of this partnership, approximately 6,000 community members were vaccinated. The largest single vaccination clinic in State of Pennsylvania to date. We plan to host a number of these vaccination clinics in the future also. We also recognize that youth sports programs have been severely hampered by the pandemic and low-income communities of color have been most impacted. To help get these kids back on the field, we donated $30 million this year to our Sports Matter Foundation to help serve these impacted communities. While the pandemic informed much of our ESG activity in 2020, we also increased our focus on caring for the planet. Among other actions, this past year, we committed to become the sports retail sector lead of the Beyond the Bag Challenge, which aims to identify innovative solutions to replace today's single-use plastic retail bags in a way that is both sustainable and convenient for our customers. We also joined the outdoor association's Climate Action Corp and committed to publishing climate-related goals in 2021. Today, as Lauren and Lee talk about another strong quarter, I remain as committed and is excited about our business as I've ever been. I'm extremely proud of how our teammates managed through this challenging year. They came together to care for their communities, their families and each other. At DICK's, it is our people who make us great, and I am so excited for our future and for what I know we will all accomplish together. Now on to our results. Our Q4 consolidated same-store sales increased 19.3%, which was on top of our 5.3% comp increase in the same period last year. Our strong comps were supported by significant growth across each of our three primary categories of hardlines, apparel and footwear, as we continued to benefit from favorable shifts in consumer demand, as well as strong execution from our team. From a channel standpoint, our brick-and-mortar stores comped positively for a second straight quarter, increasing mid-single digits and our eCommerce sales increased 57%, representing nearly one-third of our total business. Within eCommerce, we continued to see the strongest growth across in-store pickup and curbside, which increased nearly 250% compared to BOPIS sales in the prior year. These same-day services are fully enabled by our stores, which are the hub of our industry-leading omni-channel experience, both serving our in-store athletes and providing over 800 forward points of distribution for digital fulfillment. In fact, during Q4, our stores enabled 90% of our total sales and fulfilled over 70% of our online sales, either through ship-from-store, in-store pickup, or curbside. During Q4, we again remained very disciplined in our promotional strategy and cadence, and certain categories in the marketplace continued to be supply constrained. As a result, we expanded our merchandise margin rate by 372 basis points. This merchandise margin expansion drove a significant improvement in gross margin, which on a non-GAAP basis increased 507 basis points. In total, our fourth quarter non-GAAP earnings per diluted share of $2.43 represented an 84% increase over last year. It's clear that our strategies over the past several years are working and have helped us not only withstand the pandemic, but thrive, setting us up for long-term success. As we enter 2021, our business has so much momentum, and we are pleased with the start to our year. Our focus this year will center around enhancing our existing strategies to accelerate our core and enable long-term growth. First within merchandising, our strategic partnerships with key brands have never been stronger, and we will continue to make big bets with important brand partners. At the same time, we will continue to elevate our vertical brands. As we've discussed on previous calls, our vertical brands have become a significant source of strength and growth. During 2020, our vertical brands eclipsed $1.3 billion in sales, with comps outperforming the Company average by over 400 basis points. Our DSG brand finished the year as our largest vertical brands and CALIA was again our second largest women's athletic apparel brands only behind Nike. Furthermore, our vertical brands together represented the Company's largest brand in golf, fitness, outdoor equipment and team sports. During 2021, we will invest in making our vertical brands even stronger, which will improve space in store and increase marketing, while expanding into additional product categories. Later this month, we will augment our men's apparel collection by launching Burst [Phonetic], our new premium apparel brand that serves the modern athletic male. Burst, which will only be available at DICK'S, will put us in a much stronger position to compete with similar offerings from premium apparel brands and specialty athletic apparel stores. Also in 2021, we will build on our momentum from 2020 and drive growth in important categories, including golf, athletic apparel, footwear and team sports, as well as in fitness, we saw significant gains throughout the pandemic. In 2020, our golf business across both DICK'S and Golf Galaxy was tremendous. As the country's largest golf retailer, we are very well positioned to capitalize on increased participation and other favorable trends. And in 2021, we will invest in TrackMan technology to enhance the fitting and lesson experience in our Golf Galaxy stores. It will also enable online booking of lessons and club fittings, and we'll invest in talent to elevate our in-store service model. Additionally in 2021, we plan to build on the strong results and momentum in our athletic apparel and footwear businesses. Our athletic apparel assortment for 2021 is on trend, and we're excited to continue the energy in this category beyond the pandemic. As part of this, we will convert over 100 additional stores to premium full-service footwear, taking this experience to over 60% of the DICK's chain. We believe that these enhancements, along with strong consumer trends and improving allocations of the most in-demand styles, will drive continued positive results in our athletic apparel and footwear business. Lastly, we expect our team sports business to provide a nice tailwind during 2021, as kids get back out on the field following a year in which many seasons were canceled. Furthermore, we plan to reconceptualize our soccer business, an initiative we delayed last year because of COVID. We will follow the same playbook we used to attack the baseball category in 2019, centered around more premium product, enhanced store experiences, and exceptional service. Beyond merchandising, in 2021, we will focus on several key areas to enable the profitable growth of our business, including our omni-channel experience, data science and customer relationships. Within our omni-channel experience, we will continue to lean on our stores as well as our eCommerce business to serve our customers whom we call athletes whenever, wherever and however they want. As Ed mentioned earlier, in 2020, our eCommerce sales increased 100%, partially driven by our curbside service that we launched in March and continuously improved throughout the year. Curbside pickup, along with fewer promotions and leverage of fixed costs, drove significant improvements in the profitability of our online channel in 2020. In 2021, we expect curbside to remain a meaningful piece our omni-channel offering as our athletes turn to the service for speed and convenience. In addition, the curbside will continue to improve our online shopping experience. This includes leading with mobile, which for 2020 represented over 50% of our online sales. This also includes shortening the path to purchase and reducing delivery times, as well as becoming a more consistent destination for our athletes' needs by offering a more integrated loyalty experience. Beyond online shopping, through our game changer technology, we will enhance our scorekeeping and live streaming offering for youth sports with video on demand, all delivered through a premium subscription service. We will also continue building relationships with both new and existing athletes in our stores and online. In fact, the key to our omni-channel offering is our ScoreCard program, which in 2020 drove over 70% of total sales. In 2021, we will continue to use data science to leverage our extensive athlete database to drive more personalized one-to-one marketing to increase loyalty among the 8.5 million new athletes that we acquired in 2020, including more than 2.5 million new athletes added during Q4. Lastly, we are very excited to be opening our first experiential prototype store next week in Rochester, New York. This new DICK's store called DICK's House of Sport will focus on service and community and allow us to innovate and deliver elevated experiences to our athletes, including an outdoor field to host sports events and from a product trial, a rock climbing wall and health and wellness basis for in-store programing. It will serve as the test and learn center, and will roll the most successful elements into our core DICK'S stores. As I look at our business, we are really in a great position. Our brick-and-mortar stores and our technology platforms are working seamlessly together to deliver an industry-leading omni-channel experience. We have world-class vertical brands and our vendor relationships with key partners have never been stronger. We've become more athlete-centric focusing on friendly, knowledgeable and available service. Importantly, we have a respected and loved brands, and are aligned behind our common purpose to create confidence and excitement by personally equipping all athletes to achieve their dreams. In closing, we're extremely pleased with our Q4 and 2020 results and look forward to building on this success in 2021. Let's begin with a brief review of our full-year 2020 results. Consolidated sales increased 9.5% to $9.58 billion, even though stores were closed to foot traffic during the spring, representing 16% of our store days closed on average for the year. Consolidated same-store sales increased a record-setting 9.9%. And within this, we delivered a 100% increase in eCommerce sales. And as a percent of total sales, our online business increased to 30% compared to 16% last year. Gross profit for the full year was $3.05 billion, or 31.83% of net sales, and on a non-GAAP basis, improved 249 basis points from last year. This improvement was driven by merchandise margin rate expansion of 204 basis points and leverage on fixed occupancy cost of 114 basis points, partially offset by shipping expenses resulting from meaningfully higher eCommerce sales growth. Gross profit also included approximately $23 million of incremental COVID-related compensation and safety costs. SG&A expenses were $2.3 billion, or 23.98% of net sales on a non-GAAP basis, and leveraged 25 basis points from last year, primarily driven by the significant sales increase. SG&A dollars increased $178 million compared to last year's non-GAAP results, driven by $152 million of incremental COVID-related compensation and safety costs, as well as a $30 million donation we made to the DICK's Foundation to help jump-start youth sports program struggling to come back from the pandemic. Apart from these items, increases in store payroll and operating expenses incurred to support the increase in sales were offset by expense reductions, including advertising during our temporary store closures. Driven by our strong sales and merchandise margin rate expansion, non-GAAP EBT was $733.3 million, or 7.65% of net sales, and on a non-GAAP basis, increased $292.8 million, or 262 basis points from the same period last year. In total, non-GAAP earnings per diluted share were $6.12, compared to non-GAAP earnings per diluted share of $3.69 last year, a 66% year-over-year increase. Now moving to our Q4 results. Consolidated net sales increased 19.8% to approximately $3.13 billion. Consolidated same-store sales increased 19.3%, driven by a 20.3% increase in average ticket, partially offset by a 1% decrease in transactions. Our eCommerce sales increased 57%. And as a percent of total net sales, our online business increased to 32% compared to 25% last year. And lastly, we delivered significant growth across each of our three primary categories, hardlines, apparel and footwear. Gross profit in the fourth quarter was $1.05 billion, or 33.67% of net sales, and on a non-GAAP basis, improved 507 basis points compared to last year. This improvement was driven by merchandise margin rate expansion of 372 basis points and leverage on fixed occupancy costs of 148 basis points. The merchandise margin rate expansion was primarily driven by fewer promotions and lower clearance activity. In terms of shipping expense, we saw higher costs from shipped packages due to increased volume and industrywide holiday surcharges. However, the higher average ticket, combined with higher penetration of in-store and curbside pickup, neutralized this impact from a basis point perspective. Specifically, for the fourth quarter, our curbside and in-store pickup sales increased nearly 250%. SG&A expenses were $761.2 million, or 24.35% of net sales, and on a non-GAAP basis, increased $163 million or 142 basis points compared to last year. 27 basis points are attributable to the expense recognition associated with the change in value of our deferred comp plans, resulting from the increase in overall equity markets during the fourth [Phonetic] quarter. This expense is fully offset in other income and has no net impact on earnings. The balance of the deleverage was primarily due to $47 million of incremental COVID-related compensation and safety costs, as well as the $30 million donation we made to the DICK'S Foundation, most of which was in Q4. These items were partially offset by leverage and other expenses from the significant sales increase. Driven by our strong sales and merchandise margin rate expansion, non-GAAP EBT was $298.5 million, or 9.55% of net sales, and on a non-GAAP basis, increased $149.9 million or 385 basis points from the same period last year. In total, we delivered non-GAAP earnings per diluted share of $2.43, compared to non-GAAP earnings per diluted share of $1.32 last year, an 84% year-over-year increase. On a GAAP basis, our earnings per diluted share were $2.21. This included $7.2 million in non-cash interest expense, as well as 6.7 million additional shares that will be offset by our bond hedge at settlement, but required in the GAAP diluted share calculation, both related to the convertible notes we issued in the first quarter. Now moving on to our balance sheet. We are in a strong financial position, ending Q4 with nearly $1.7 billion of cash and cash equivalents and no borrowings on our $1.85 billion revolving credit facility. Our quarter-end inventory levels decreased 11% compared to the end of the same period last year. Looking ahead, our inventory is very clean, and we'll continue to chase product to improve our in-stock positions in the most in-demand categories. Turning to our fourth quarter capital allocation. Net capital expenditures were $53 million, and we paid $27 million in quarterly dividends. Now let me move on to our fiscal 2021 outlook for sales and earnings. Due to the uneven nature of 2020, we planned 2021 off a 2019 baseline and for the same reason, believe it will be important to compare against both 2019 and 2020. Furthermore, given the continued uncertainty around when athlete activities will normalize in 2021 and what the new normal will be, we'll be guiding to a wider range of possible outcomes that we typically do. Let's start with the sales guidance, followed by EBT dollars and rate and then on to EPS. For 2021, consolidated same-store sales are expected to be in the range of negative 2% to positive 2%, which, at the midpoint, represents a low double-digit sales increase versus 2019. Our square footage versus 2019 is about the same. We have been pleased with our sales trends so far this year. And for the first quarter, we expect significant consolidated same-store sales and earnings growth, as we anniversary the majority of our temporary store closures from last year. Beginning in Q2, our guidance assumes comps will decline in the range of high single-digits to low double-digits, as we anniversary more than 20% comp gain across those quarters in 2020. Non-GAAP EBT is expected to be in the range of $550 million to $650 million, which at the midpoint and on a non-GAAP basis is up 36% versus 2019 and down 18% versus 2020. At the midpoint, non-GAAP EBT margin is expected to increase over 100 basis points versus 2019 and decline approximately 150 basis points versus 2020. Within this, gross margin is expected to increase versus 2019, driven by leverage on fixed expenses and higher merchandise margin. When compared to 2020, gross margin is expected to decline, due primarily to gradually normalizing promotions and modest deleverage on fixed expenses beginning in the second quarter. SG&A expense is expected to deleverage versus both 2019 and 2020. Compared to 2019, SG&A is expected to deleverage, primarily due to hourly wage rate investments. Compared to 2020, SG&A is expected to deleverage, primarily due to normalizing advertising expense as a percent of net sales. Our guidance also contemplates approximately $30 million of COVID-related safety costs during the first half of the year. The vast majority of which will fall in -- within SG&A. In terms of our premium pay program for hourly and store -- hourly store and DC teammates, at the beginning of fiscal 2021, we transitioned to a more lasting compensation programs, including increasing and accelerating annual merit increases and higher wage minimums. The impact of these programs has also been included within our guidance, but falls outside of the aforementioned COVID costs as these changes are now permanent. Lastly, we anticipate non-GAAP earnings per diluted share to be in the range of $4.40 to $5.20, which at the midpoint and on a non-GAAP basis is up 30% versus 2019 and down 22% versus 2020. This is lower than our traditional tax rate, and is due to the favorable tax impact of share-based payments expected to vest in 2021. Our capital allocation plan includes net capital expenditures of $275 million to $300 million, which will be concentrated in improvements within our existing stores, ongoing investments in technology, as well as six new DICK's stores, six new specialty concept stores, and we will also convert two Field & Stream stores into Public Lands stores and relocate 11 DICK's stores. In terms of returning capital to shareholders, today, we announced an increase in our quarterly dividend of 16% to $0.3625 per share or $1.45 on an annualized basis. In addition, our plan includes a minimum of $200 million of share repurchases, the effect of which is included in our earnings per share guidance. However, we will consider continuing to opportunistically repurchase shares beyond the $200 million. In closing, we are extremely pleased with our 2020 results. We are looking forward to continuing the success in 2021, and we -- we remain very enthusiastic about our business. This concludes our prepared comments. ","compname says q4 sales were $3.13 bln. compname reports record fourth quarter and full year results; delivers 19.3% increase in fourth quarter same store sales. q4 sales $3.13 billion versus refinitiv ibes estimate of $3.05 billion. delivers 19.3% increase in q4 same store sales. qtrly earnings per share $ 2.21. sees fy earnings per share non-gaap $ 4.40 - $ 5.20. plans to repurchase a minimum of $200 million of its common shares in 2021. " "During today's call, we will discuss GAAP and non-GAAP financial measures. As for the content of today's call, Kevin will start with a discussion of the business, and Robert will follow with a recap of Dolby's financial results and provide our second quarter and fiscal 2022 outlook. It continues to be a dynamic environment. While revenue and earnings per share finished within our range of guidance, both were impacted by a $6 million negative true-up for lower-than-estimated unit shipments in our foundational audio technologies. As we discussed last quarter, we are seeing year-over-year declines for foundational audio coming off of tough comps, and now issues with the supply chain. But over the long term, we expect foundational audio to track roughly in line with market demand for the consumer devices we serve. At the same time, we see strength across Dolby Vision, Dolby Atmos, and our imaging patents portfolio, and we remain confident in our ability to grow these revenues at a rate of over 35% this year. We also see positive signs of momentum with Dolby.io. All of this gives us confidence in the opportunity ahead. Robert will take you through the details of the financials in just a moment. I will start by covering our progress in Dolby Vision and Dolby Atmos. At CES last month, we saw our partnership with Samsung grow stronger as they announced the adoption of Dolby Atmos into their TVs for the first time. Samsung has been showcasing Dolby Atmos across their soundbar, PC, and mobile products for some time, and we are excited that they have decided to offer their TV customers the most immersive audio experience with Dolby Atmos. During LG's CES keynote, they highlighted their latest OLED TVs, the first to support Dolby Vision gaming at 4K -- in 4K at 120 hertz. And Hisense debuted their first short-throw consumer laser projectors to include the combined Dolby experience. We saw new soundbar products from Samsung and Hisense supporting Dolby Atmos and the latest TVs from Sony, Panasonic, and TCL, all featuring the Dolby Vision and Dolby Atmos experience. Also during the quarter, Walmart's On and Best Buy's Pioneer TVs began supporting Dolby Vision, an important step toward addressing the mass market retailer brands and making Dolby experiences more widely available at all price points. Beyond the living room, we also made progress this quarter in PC, mobile, and gaming. In November, ASUS adopted Dolby Vision with the launch of their new two-in-one PC, marking their first device to include the combined experience. And more recently, they announced that their latest gaming laptops will also feature Dolby Vision and Dolby Atmos. Dell announced at CES that they will now support the combined Dolby experience across their latest Alienware gaming PC lineup, and they launched a new Alienware gaming headset with Dolby Atmos. Lenovo previewed their newly designed ThinkPad laptops, which feature Dolby Vision, Dolby Atmos, and Dolby Voice, expanding the number of models that include our communications technology. This quarter also brought new tablets from Lenovo and ASUS and smartphones from Xiaomi and Motorola, highlighting Dolby Technologies. We are also making strides in sports content. Just this week, Comcast announced that they will be broadcasting the 2022 Winter Olympics in Dolby Vision and Dolby Atmos. This major event adds to the growing list of sports coverage made available in Dolby. And in the world of e-sports, the Honor of Kings Challenger Cup finals was available in Dolby Atmos on Tencent Video and Bilibili. As we enable more Dolby experiences across music, gaming, and sports, we add to our value proposition for new and deeper adoption of Dolby Vision and Dolby Atmos across devices and end markets. While CES was far from normal this year, what remain the same was the strong engagement from our partners and particularly in automotive. This quarter, Neo highlighted that they will be adding Dolby Atmos into their ET5 model, expanding beyond the ET7 model they announced previously. Consumers and artists alike continue to sing the praises of Dolby Atmos Music, with AMA's New Artist of the Year, Olivia Rodrigo, describing the experience as magical. Two-thirds of the Top 100 billboard artists now have one or more tracks available in Dolby Atmos. As we gain more prominence in the music space, we have more reasons for adoption across mobile, PC, and automotive. Let me shift to cinema. There are currently about 98% of Dolby Cinemas opened globally with six new sites launched during our fiscal Q1. Even with the uncertainty of the pandemic, we saw ongoing recovery in the box office with titles like ""No Time to Die"" and ""Spider-Man: No Way Home"". As moviegoers return to the cinema, we continue to see a preference toward premium experiences, and Dolby Cinema is the ultimate way to experience movies in the theater. Let's talk about our developer platform, Dolby.io, where we are focused on enabling developers to create the most compelling experiences in target markets where we can offer the most differentiation, virtual live performances, online and hybrid events, social audio, premium education, gaming, and content production, which we estimate to represent a market opportunity of about $5 billion and growing. We are excited about the experiences developers are building and the pace of new developer accounts accelerated this quarter. This increased momentum is due in part to the interest we are seeing for our release of programmable spatial audio. While we have been providing an automated spatial mix for some time, this highly requested feature allows developers to choose where to render real-time voices around the listener. For example, we see developers building virtual concert experiences, virtual reality collaboration platforms, and virtual worlds in which listeners hear people from the location of the speaker or their avatar. There has been so much demand customers were going into production on the beta ahead of our general availability release this week. We also completed an acquisition this quarter. With Millicast, developers can take the highly interactive experiences they build with Dolby.io and stream them to audiences of more than 60,000 people with ultra-low delay, a capability that is in demand in our focused verticals. Millicast has a notable presence in content production with companies such as NBC, the NFL, and Disney and their expertise in the field makes them a great fit with Dolby.io. With our unique experience in media and communications, coupled with the ease of self-service on our platform, we are able to expand our capabilities for developers to offer high-quality audio and visual interactions to much larger audiences. To wrap up, while we are still operating in an uncertain economic environment, we continue to have success in growing the number of Dolby Atmos and Dolby Vision experiences to new devices and services. There is much opportunity ahead of us as we enable new experiences through music, gaming, and live content. And we are excited about bringing the Dolby magic to a broader range of experiences and interactions with the power of Dolby.io. All of this gives us confidence in our ability to drive revenue and earnings growth into the future. And with that, I'd like to hand it over to Robert to take us through the financials. Let's jump into the results for Q1. Total revenue in the first quarter of $352 million was in the range we provided and included a negative true-up of about $6 million for Q4 2021 shipments reported that were below the original estimate. The negative true-up was primarily in foundational revenue in our gaming and consumer electronics markets. On a year-over-year basis, first quarter revenue was about $38 million below last year's Q1 as we benefited from a $21 million true-up in Q1 2021, which is a $6 million negative true-up in Q1 2022, and the prior year also benefited from timing of revenues under contract. These factors were partially offset by higher adoption of Dolby Atmos, Dolby Vision, and imaging patents within our fiscal Q1 of 2022. Q1 revenue was comprised of $332.3 million in licensing and $19.3 million in products and services. Let's get into the year-over-year trends in licensing revenue by end market. Broadcast represented 37% of total licensing in fiscal Q1. Broadcast revenues declined by about $18 million or 13% from the prior-year Q1 due to timing of revenue and a larger true-up in the prior year and lower recoveries. These factors were partially offset by higher adoption of Dolby Atmos and Dolby Vision in TVs and new licenses in our imaging patent programs. Mobile represented 23% of total licensing in fiscal Q1. Mobile decreased by $31 million or 29% compared to Q1 of last year as our foundational audio revenues last year benefited from both high recoveries and timing of revenues under contract, partially offset by new imaging patent licenses. We do see mobile growing for the full year, which I'll cover later. Consumer electronics represented about 17% of total licensing in fiscal Q1. On a year-over-year basis, Q1 CE licensing increased by approximately $6 million or 11%, driven by higher foundational audio revenues for DMAs and soundbars, as well as higher recoveries. We also saw growth from higher adoption of Dolby Atmos and Dolby Vision across CE devices. These favorable factors were partially offset by the large true-up in the prior year. PC represented about 10% of total licensing in fiscal Q1. Our Q1 PC revenues increased by 6% or $2 million compared to the prior-year Q1. This increase was driven by new imaging patent licensees, along with higher Dolby Vision adoption. Other markets represented about 13% of total licensing in fiscal Q1. They were essentially flat year over year as lower revenues from gaming and lower foundational audio patent revenue were essentially offset by higher revenues from Dolby Cinema. Beyond licensing, our products and services revenue in Q1 was $19 million, compared to $70 million in last year's Q1. The year-over-year increase reflects ongoing improvements in the cinema industry globally. Total gross margin in the first quarter was 90.7% on a GAAP basis and 91.3% on a non-GAAP basis. Operating expenses in the first quarter on a GAAP basis were $228.3 million, compared to $189.8 million in Q1 of the prior year. This increase was primarily caused by a gain of the sale of an asset in the prior year, higher marketing activations tied to Atmos Music and Dolby Live at Park MGM and the extra week of payroll in Q1 2022. Operating expenses in the first quarter on a non-GAAP basis were $195.1 million, compared to $167.1 million in the prior year. Operating expenses were in line with our guidance for Q1. Operating income in the first quarter was $90.6 million on a GAAP basis or 25.8% of revenue, compared to $164.7 million or 42.3% of revenue in Q1 of last year. Operating income in the first quarter on a non-GAAP basis was $126 million or 35.8% of revenue, compared to $189.7 million or 48% of revenue in Q1 last year. The income tax rate in Q1 was 13% on a GAAP basis and 18% on a non-GAAP basis. Our GAAP rate benefited primarily from a discrete adjustment related to stock-based compensation. Net income on a GAAP basis in the first quarter was $80 million or $0.77 per share per diluted share compared to $135.2 million or $1.30 per diluted share in last year's Q1. Net income on a non-GAAP basis in the first quarter was $104.5 million or $1.01 per diluted share, compared to $153.3 million, or $1.48 per diluted share in Q1 of last year. During the first quarter, we generated $32 million in cash from operations, compared to $82 million generated in last year's fiscal Q1. We ended the first quarter with about $1.26 billion in cash and investments. During the first quarter, we bought back about 400,000 shares of our common stock at the end of the quarter with $256 million of stock repurchase authorization available. As is typically the case, our window for repurchases in fiscal Q1 were shorter due to the timing of release of our year-end results. In February, our board authorized an additional $250 million of stock buyback, bringing our total authorization to approximately $506 million to enable expansion of our share buyback program. We also announced today a cash dividend of $0.25 per share. The dividend will be payable on February 23, 2022, to shareholders of record on February 16, 2022. Shifting to the remainder of the fiscal year. There continues to be uncertainty given the ongoing implications of the pandemic, particularly as it relates to trends in unit shipments that are impacted by supply chain issues and inflation and consumer spending behavior. All of these variables make it more difficult to gather consistent and reliable data. We are also keeping an eye on transaction cycle times, particularly in our recovery efforts, given the -- given the ongoing travel restrictions caused by the pandemic. With that, let me take you through the outlook for Q2 and the full year. For Q2, we see total revenues ranging from $315 million to $345 million. Within that, licensing revenues could range from $300 million to $325 million. The revenue increase from last year's Q2 is anticipated to be driven by -- primarily by higher broadcast and PC revenues from Dolby Vision and Dolby Atmos. The other markets category is also expected to be up year over year, assuming continued improved attendance at our Dolby Cinemas. Mobile is anticipated to be relatively flat to prior year as higher revenue from Atmos and Vision is essentially offset by lower foundational audio revenue. Q2 products and services revenue could range from $15 million to $20 million. Let me move on to the rest of the P&L outlook for Q2. Q2 gross margin on a GAAP basis is expected to be 89%, plus or minus, and the non-GAAP gross margin is estimated to be about 90%, plus or minus. Operating expenses in Q2 on a GAAP basis are estimated to range from $224 million to $236 million. Included in this range is approximately $5 million to $7 million of restructuring charges, primarily for severance and related benefits as we adjusted resources toward the areas where we see the largest opportunities. Operating expenses in Q2 on a non-GAAP basis are estimated to range from $190 million to $200 million, which contemplates the impact of our annual merit increase. Other income is projected to be around $1 million for the second quarter. And our effective tax rate for Q2 is projected to range from 19% to 20% on a GAAP basis and 18% to 19% on a non-GAAP basis. Based on the combination of factors I just covered, we estimate that Q2 diluted earnings per share could range from $0.42 to $0.57 on a GAAP basis and from $0.72 to $0.87 on a non-GAAP basis. Moving on to the full year. We are maintaining our fiscal '22 total revenue guidance of $1.34 billion to $1.4 billion. This was a result in about 5% to 9% of year-over-year growth as compared to the $1.28 billion in fiscal year '21. Within this, licensing revenues could range from $1.260 billion to $1.315 billion, compared to $1.214 billion in fiscal year '21, which will result in a 4% to 8% year-over-year growth. We still anticipate that licensing revenue growth in fiscal '22 will be driven by Atmos, Vision, and imaging patents across all end markets. Our other markets category is still expected to grow over 25%, primarily from Dolby Cinema and to a lesser extent, from gaming, followed by PC and mobile, which we expect to grow mid- to high single digits. And our CE and broadcast markets are anticipated to be relatively flat year over year as growth from Atmos, Vision, and imaging patents is essentially offset by decreases in foundational revenue. Products and services revenue are expected to range from $75 million to $90 million for fiscal year '22 with improvements in Cinema products and growth in Dolby.io. Gross margins for fiscal year '22 are expected to be relatively consistent with fiscal year '21. With the restructuring charge expected in Q2, operating expenses in fiscal 2022 can now range from $877 million to $897 million on a GAAP basis. On a non-GAAP basis, the expected operating expense range remains unchanged at $750 million to $770 million. As we said last quarter, our business model remains very strong as we expect to deliver operating margins between 24% to 26% on a GAAP basis and between 34% and 36% on a non-GAAP basis. Based on the factors above, we estimate the full year diluted earnings per share now range from $2.50 to $3 on a GAAP basis. On a non-GAAP basis, full year diluted earnings per share remains unchanged at $3.52 to $4.02. With that, let's move on to Q&A. Operator, can you please queue up the first question? ","compname reports q1 non-gaap earnings per share of $1.01. q1 non-gaap earnings per share $1.01. q1 gaap earnings per share $0.77. sees q2 diluted earnings per share to range from $0.72 to $0.87 on a non-gaap basis. sees q2 total revenue to range from $315 million to $345 million. sees q2 diluted earnings per share to range from $0.42 to $0.57 on a gaap basis. sees 2022 total revenue to range from $1.34 billion to $1.40 billion. sees 2022 diluted earnings per share to range from $2.50 to $3.00 on a gaap basis. sees 2022 diluted earnings per share to range from $3.52 to $4.02 on a non-gaap basis. " "Chief Investment Officer Greg Wright, Chief Technology Officer Chris Sharp, and Chief Revenue Officer Corey Dyer are also on the call and will be available for Q&A. For further discussion of risks related to our business, see our 10-K and subsequent filings with the SEC. Reconciliations to net income are included in the supplemental package furnished to the SEC and available on our website. We further strengthened connections with customers, landing record new logos and delivering our fourth consecutive quarter with over $100 million of bookings. We also continued to deliver for our customers around the world despite volatility in the global supply chain, leveraging our scale, diversification, and strategic procurement processes to continue to deliver on time and on budget for our customers. We continued to enhance our global platform by expanding into new markets with tremendous growth potential while continuing to expand capacity in existing markets around the world. We delivered solid financial results, with double-digit revenue growth, leading to a beat in the current quarter and a race to the outlook for the balance of the year. Last but not least, we further strengthened our balance sheet by raising approximately $600 million of low coupon Swiss green bonds and over $1 billion of common equity to fund our future growth. Our formula for long-term value creation is a global, connected, sustainable framework, and we made further progress on each front during the third quarter. We continued to globalize our business, with significant bookings and solid performance across regions. Our bookings were diversified by both region and product type, reflecting our unique, full-spectrum global product offering. We also announced our entry into two high potential emerging markets, India and Nigeria, during the third quarter while expanding our connectivity capabilities by working with Zayo to develop the largest open fabric-of-fabrics that will interconnect key centers of data exchange. We are also extending our capabilities for customers to the edge with the announcement of what will be one of a few strategic partnerships in this arena. Let's discuss our sustainable growth initiatives on Page 3. During the third quarter, Digital Realty was honored to be recognized by GRESB as an overall global sector leader in the technology and science category for exemplary ESG performance, receiving a coveted five-star rating from this leading global ESG benchmarking organization and reflecting Digital Realty's commitment to being a global leader in ESG. We also became a U.N. Global Compact signatory in September, aligning our ESG goals and commitment to the U.N. Sustainable Development Goals with a global initiative. We also advanced our sustainable financing strategy, raising our first-ever Swiss green bonds and publishing the allocation of $440 million of proceeds from our September 2020 Euro green bond, which funded sustainable data center development projects in four countries across three continents, certified in accordance with leading sustainable rating standards. We are committed to minimizing our impact on the environment while simultaneously meeting the needs of our customers, our investors, our employees, and broader society while advancing our goal of delivering sustainable growth for all of these stakeholders. While on the topic of energy, I'm pleased to report that Digital Realty experienced only a small negative impact from the substantial rise in energy costs during the third quarter. In Europe, where concerns of an energy crisis were most acute, we typically contract for energy supplies a year or more in advance, providing price visibility and certainty for our customers. Elsewhere around the world, energy costs are typically passed through to customers, minimizing our direct exposure. We continue to keep a close eye on energy prices. But given the resiliency of our business model, we do not expect rising energy costs to impact our reported results by more than a few pennies. Let's turn to our investment activity on Page 4. We continue to invest in our global platform. As previously announced, we entered into a joint venture with Brookfield to expand PlatformDIGITAL into India, a giant underserved market, with the fifth largest GDP in the world. Like many emerging markets, India presents some unique challenges, underscoring the need for local knowledge and experience. To that end, we were pleased to announce the hiring of Seema Ambastha as CEO for the India joint venture. Seema has years of experience in the Indian IT sector broadly and in the data center industry specifically where she most recently served as a senior executive leader with the NTT Netmagic data center business across India. We believe the India data center market has the potential to experience significant growth over the next decade, and we're thrilled to have such a strong partner and strong leader in this exciting new venture. During the third quarter, we continued to expand iColo, our Kenyan data center operator, acquiring a land parcel in Mozambique to build a facility position to land subsea cables and other connectivity-focused customers. We also acquired a controlling interest in Medallion Communications, the leading colocation and interconnection provider in Nigeria, in partnership with our existing African partner, Pembani Remgro. As the African internet economy matures, we expect Nigeria will represent a significant growth opportunity given its large and relatively young population, a growing and diversifying economy, as well as a maturing regulatory environment. Given the connectivity Africa from our existing hub in Marseille, our platform will now offer the market-leading destinations, connecting Africa to Europe and beyond. We're also investing to organically expand our capacity. As of September 30, we had 44 projects underway around the world, totaling almost 270 megawatts of incremental capacity, with over 250 megawatts scheduled for delivery before the end of 2022. We continue to invest most heavily in EMEA, where we now have 27 projects underway in 15 different markets, totaling 150 megawatts of incremental capacity, most of which is highly connected, including significant expansions in Frankfurt, Marseille, Paris, and Zurich. Our investment in organic development is a reflection of the strength of demand across EMEA. We're being a bit more selective in North America. We're seeing strong demand in Portland, where we have a 30-megawatt facility under construction that is 100% preleased and scheduled for delivery in the first quarter of next year, while we also have significant projects underway in Northern Virginia, New York, and Toronto. Finally, in Asia-Pacific, we continue to pursue strong, organic development, both on our own and with our joint venture partners. We are adding capacity in Hong Kong that will open this quarter and expect to open Korea's first carrier-neutral facility in Seoul in early 2022. We are building a connected campus in Seoul to provide the full spectrum of solutions for our customers. The larger second facility will accommodate up to 64 megawatts of capacity and will be located within 25 kilometers of our first facility. Let's turn to the macro environment on Page 5. We are fortunate to be operating in a business levered to secular demand drivers, and our leadership position provides us with unique vantage point to detect developing trends as they emerge globally on PlatformDIGITAL. Just over a year ago, we introduced the Data Gravity Index, our market intelligence tool that forecasts the growing intensity of the enterprise data creation lifecycle and its gravitational impact on global IT infrastructure. Earlier this year, we published an industry manifesto, enabling connected data communities to guide cross-industry collaboration, tackle data gravity head-on, and unlock a new era of growth opportunity. Recent third-party research continues to support the growing relevance of data gravity. According to ITC, the amount of digital data created over the next five years will be greater than twice the amount of data created since the advent of digital storage. This digital data creation is expected to drive exponential growth in enterprise user data aggregation, storage, and exchange, providing a powerful tailwind for data center demand. We continue to see enterprise and service provider customers deploying their own data hubs and using interconnection to securely exchange data in multiple metros on PlatformDIGITAL to accommodate their own data creation growth. Recently, for the second consecutive year, Digital Realty was ranked as the only outperformer and global leader by GigaOm for edge colocation. This ranking reflects our continued innovation and the execution of our PlatformDIGITAL roadmap for delivering global differentiated capabilities and value for our customers and partners. We are honored by the strong validation of our platform and our market-leading innovation to capture the growing global demand opportunity from data-driven businesses. Let's turn to our leasing activity on Page 7. For the second straight quarter, we signed total bookings of 113 million. This time, with a 12 million contribution from interconnection. Deal mix was consistent with the prior four-quarter average, sub-1 megawatt deals plus interconnection represented about 40% of the total, while larger deals represented around 60%. Space and power bookings were also well diversified by region, with EMEA and APAC contributing 45% of our total, about the same as the Americas, with interconnection accounting for the remaining 10%. The weighted average lease term was a little over five and a half years, and we landed a record 140 new logos during the third quarter, with strong showings across all regions, demonstrating the power of our global platform. In terms of specific wins during the quarter and around the world, a leading cloud-native cybersecurity platform is expanding its high-performance computing capabilities by leveraging PlatformDIGITAL in four markets across North America and Europe, connecting with cloud providers, improving performance, and driving down cost. A market-leading autonomous driving technology developer partnering with Digital Realty to tailor an innovative and unique infrastructure solution for simulation workloads. Two major North American energy firms chose Digital Realty to leverage our geographic reach and rearchitect their network to interconnect with cloud providers and implement security controls as part of their hybrid IT strategy. A public university in the Eastern U.S. is launching a Global Research Initiative with other universities in EMEA and deploying PlatformDIGITAL network hubs across two continents in three cities to help enable this project. A maker of high-performance computing systems is expanding their footprint by deploying on PlatformDIGITAL across multiple regions to guarantee GDPR compliance while enhancing their security, performance, and sustainability. And finally, a Global 500 fintech provider is expanding their own hybrid IT availability zones into multiple new metros, using PlatformDIGITAL to support their data-intensive and high-performance computing requirements. Turning to our backlog on Page 9. The current backlog of leases signed but not yet commenced rose from 303 million to 330 million, and our third-quarter signings more than offset commencements. The lag between signings and commencements was down slightly from last quarter at just over seven months. Moving on to renewal leasing activity on Page 10. We signed 223 million of renewal leases during the third quarter, our largest ever renewal quarter, in addition to new leases signed. The weighted average lease term on renewals signed during the quarter was a little over three and a half years. Renewal rates for sub-1 megawatt deals remain consistently positive, greater than the megawatt renewals were skewed by our largest deal of the core that combined a sizable 30-megawatt renewal with our largest new deal for the quarter, which will land entirely in existing currently vacant or soon to be vacant capacity across Chicago and Ashburn. Excluding this one transaction, our cash mark-to-market would have been a positive 1%. This multifaceted transaction was a prime example of what we mean when we talk about our holistic long-term approach to customer relationship management. We believe we have a distinct advantage when we are competing for new business with a customer that we are already supporting elsewhere within our global portfolio. And whenever we can, we try to ride a comprehensive financial package across multiple locations and offerings, including both new business, as well as renewals. In terms of first-quarter operating performance, reported portfolio occupancy ticked down by 50 basis points, largely driven by the sale of fully leased assets during the quarter. Upon commencement of the large combination renewal expansion list I mentioned a moment ago, portfolio occupancy is expected to improve by 70 basis points. Same capital cash NOI growth was negative 5.5% in the third quarter, primarily driven by a spike in property taxes in Chicago, where local assessors have adopted a very aggressive posture, along with the impact of the Ashburn churn event in January. Of the 70 megawatts we got back on January 1st, approximately 80% has since been released to multiple large and growing customers. As a reminder, the Westin Building in Seattle, the Interxion platform in EMEA, Lamda Hellix in Greece, and Altus IT in Croatia are not yet included in the same-store pool. So, these same capital comparisons are less representative of our underlying business today than usual. And while we're still in the early stages of our budgeting process, we are optimistic in terms of where our same-store and allied growth goals for 2022. Turning to our economic risk mitigation strategies on Page 11. The U.S. dollar strengthened during the third quarter, providing a small FX headwind in the third quarter. As a reminder, we manage currency risk by issuing locally denominated debt to act as a natural hedge, so only our net assets within a given region are exposed to currency risk from an economic perspective. Our Swiss green bond offering during the quarter is a good example of this. In addition to managing credit risk and foreign currency exposure, we also mitigate interest rate risk by proactively terming out short-term variable rate debt with longer-term fixed-rate financing. Given our strategy of matching the duration of our long-lived assets with long-term fixed-rate debt, a 100-basis-point move in [Inaudible] would have approximately a 50-basis-point impact on full-year FFO per share. Our near-term funding and refinancing risk is very well managed and our capital plan is fully funded. In terms of earnings growth, third-quarter core FFO per share was up 7% on both a year over year and sequential basis, driven by strong operational execution, cost controls, and a reduction in financing costs from the debt refinancings and redemptions of preferred stock over the past year. To avoid any confusion, our core FFO outperformance excludes the benefit of a nearly $20 million promote fee received in connection with the monetization of our joint venture with Prudential. Heading into the final quarter of the year, we have solid momentum, so we are raising our full-year outlook for revenue, adjusted EBITDA, and core FFO per share to reflect this underlying momentum in our business. Last but certainly not least, let's turn to the balance sheet on Page 12. We continue to recycle capital by disposing of assets that have limited growth prospects, raising over 100 million in the third quarter for our 20% position in the Prudential JV and some land in Arizona. We also raised approximately 95 million of common equity under our ATM program in July, as well as 950 million of common equity in a September forward equity offering. Our reported leverage ratio remains at six times, but including committed proceeds from the September forward equity offering, the leverage ratio drops to 5.6 times, while our fixed charge coverage improves to six times. We continued to execute our financial strategy of maximizing the menu of available capital options while minimizing the related costs and extending the duration of our liabilities to match our long-lived assets. Our two capital markets transaction this quarter are examples of our prudent approach to balance sheet management. This successful execution against our financing strategy reflects the strength of our global platform, which provides access to the full menu of public as well as private capital, sets us apart from our peers, and enables us to prudently fund our growth. As you can see from the chart on Page 13, our weighted average debt maturity is over six years and our weighted average coupon is down to 2.2%. dollar-denominated, reflecting the growth of our global platform while also acting as a natural FX hedge for investments outside the U.S. Over 90% of our debt is fixed rate, guarding against a rising rate environment. And 98% of our debt is unsecured, providing the greatest flexibility for capital recycling. Finally, as you can see from the left side of Page 14, we have a clear runway with nominal near-term debt maturities and no bar too tall in the out years. Our balance sheet is poised to weather a storm but also positioned to fuel growth opportunities for our customers around the globe, consistent with our long-term financing strategy. Operator, would you please begin the Q&A session? ","q3 revenue rose 11 percent to $1.1 billion. " "For a further discussion of the risks related to our business, please see our 10-K and subsequent filings with the SEC. Reconciliations to net income are included in the supplemental package furnished to the SEC and available on our website. We further strengthened connections with customers with $156 million of new bookings with record results in both a zero to 1 megawatt and greater than a megawatt category and ended the year with $500 million in new bookings, a 15% increase over the prior year. We also continue to enhance our global platform with the completion of organic development projects in multiple metros despite the continued challenges presented by the pandemic and the global supply chain in addition to strategic investments, establishing Digital Realty as the leading pan-African provider. Financially, we had a solid quarter with full year results above the high end of the guidance range that we provided this time last year. And finally, we continue to strengthen our balance sheet by raising equity capital through the establishment of Digital Core REIT in a highly successful IPO on the Singapore Stock Exchange and the related sale of a 90% interest in 10 fully utilized core data centers. As a perpetual capital partner, Digital Realty and Digital Core REIT can continue to work together while providing our customers with a seamless experience. Our formula for long-term value creation is a global, connected, sustainable framework. And we made further progress on each front during the fourth quarter. First, we continue to globalize our business with record global bookings and strength across all regions and all product types, including quarterly highs in both our sub-1 megawatt and greater than 1 megawatt categories. We also announced two significant global initiatives. First, in December, we announced the successful listing of Digital Core REIT as a stand-alone publicly traded company on the Singapore Stock Exchange. and Canada, valued at $1.4 billion at a 4.25% cap rate. We generated net proceeds of over $950 million from the transaction, and we retained a 35% equity interest in the publicly traded REIT. The offering was very well received, and Digital Core REIT has traded up approximately 30% since the IPO, enhancing the gain on our remaining ownership stake. In addition to providing investors a stable cash flow stream from a portfolio of high-quality core data centers, Digital Core REIT offers key strategic benefits to Digital Realty. First, Digital Core REIT is a perpetual capital partner. It has a long-term investment horizon and a global mandate to invest in stabilized income-producing data centers. Second, Digital Core REIT has been carefully crafted to provide a seamless customer experience. Digital Core REIT is sponsored by and externally managed by Digital Realty. We will continue to manage the properties providing the same level of operational excellence, and we will earn fees for asset and property management, as well as acquisitions, dispositions and development. From a customer perspective, nothing changes when we contribute an asset to Digital Core REIT. Third, Digital Core REIT is an ideal partner vehicle for Digital Realty. We expect to contribute additional stabilized core assets to Digital Core REIT in the future, and we may also co-invest alongside Digital Core REIT on future investment activity. Finally, our interests are aligned. As mentioned, Digital Realty will continue to own a 10% direct ownership stake in each of the assets in addition to 35% in the publicly traded vehicle. Digital Core REIT is led by two longtime Digital Realty team members, John Stewart, who most of you know well, along with an Dan Tith. We are excited about their opportunity to create value for Digital Core REIT unitholders, including Digital Realty. Our second global initiative, which we announced just after quarter end, is the definitive agreement to acquire roughly a 55% stake in Teraco, Africa's leading carrier-neutral colocation provider. This acquisition immediately establishes Digital Realty as the leading colocation and interconnection provider on the high-growth African continent and builds upon our earlier investments in Africa with iColo, in both Kenya and Mozambique and in Medallion in Nigeria. Teraco complements these investments, as well as our highly connected facilities in the Mediterranean by hosting the key strategic landing endpoints for subsea cables circling Africa. From Marseille and Athens in the North; Mombasa and Maputo along the east; Durban and Cape Town in the South; and Lagos along the Western Coast, PlatformDIGITAL is supporting the growth of our customers, as well as the broader digital transformation of the entire African continent. Teraco has seven state-of-the-art data centers across three key metros in South Africa and serves over 600 customers, including more than 275 connectivity providers, over 25 cloud and content platforms and approximately 300 enterprises. Teraco facilitates approximately 22,000 interconnections between customers and hosts seven cloud on-ramps and provides direct access to seven subsea cables. Teraco has historically generated healthy double-digit growth in revenue and EBITDA. In addition, more than half of Teraco's in-service portfolio was developed within the past two years. The current development pipeline will expand the existing asset base by over 25%. And Teraco owns land adjacent to its highly connected campuses in Johannesburg and Cape Town that will support another doubling of the in-place capacity, representing significant embedded growth potential and providing considerable runway to support our customers' growth. Leading global cloud and content platforms have recently begun making significant investments in Africa, given the existing capacity within the in-service portfolio, the incremental capacity currently under construction and the strategic landholdings to support future expansion. Teraco is uniquely positioned to support the expected growth of digital infrastructure in Africa over the next several years. Let's discuss our sustainable growth initiatives on Page 3. During the fourth quarter, Digital Realty earned Nareit's Leader in the Light Award for the fifth consecutive year, complementing the company's five-star GRESB rating and top ranking within the technology and science sector. Digital Realty was also named one of America's Most Responsible Companies by Newsweek and was the No. 1 ranked data center company. We continue to advance our sustainable financing strategy, recasting and upsizing our credit facility with improved terms while incorporating a sustainability-linked pricing component with pricing subject to adjustment based on annual performance against certain green targets. We are committed to minimizing our impact on the environment, while simultaneously meeting the needs of our customers, our investors and our employees, along with the broader society and advancing our goal of delivering sustainable growth for all these stakeholders. Let's turn to our investment activity on Page 4. We continue to invest in the expansion of our global platform. In addition to the Teraco transaction, we've grown our presence along the Eastern Coast of Africa with iColo and supplemented our acquisition of Medallion data centers in Nigeria with two land purchases in Lagos for future development. Over the next decade, we expect to see huge opportunity for global businesses to tap into Africa's rapidly growing internet economy, and Digital Realty is uniquely positioned to enable this growth. We also continue to invest in the organic growth of our platform. We spent $580 million on growth capex in the fourth quarter, our largest quarterly growth capex investment to date. We currently have 44 projects underway, totaling more than 250 megawatts of IT capacity in 27 metros around the world. This capacity was 46% presold as of year-end. Geographically, we continue to invest most heavily in EMEA with 27 projects underway, totaling more than 140 megawatts across 16 metros. In Asia Pacific, we delivered several development projects during the fourth quarter, including facilities in Singapore and Hong Kong. In January, we opened Digital Seoul 1, our first data center in South Korea and the first carrier-neutral facility in the country. This facility will serve as a connectivity gateway for latency-sensitive customer workloads, but can be connected to hyperscale applications hosted in our second facility in Korea, totaling over 60 megawatts of capacity currently under construction just outside the city center. The two facilities will be tied together with fiber to create a connected campus and will complement each other by providing solutions for the full customer spectrum, from small performance sensitive co-location customers to huge hyperscale deployments. In North America, our development pipeline is diversified by product mix, as well as geographically with projects underway in seven different markets. We continue to see strong hyperscale demand in Hillsboro, while we are expanding in Downtown Atlanta to bring on additional colocation capacity at one of the most highly connected destinations in the Southeastern United States. We are bringing capacity online in both these markets, among others, given the robust demand backdrop and our tightening inventory position. Let's turn to the macro environment on Page 5. We're fortunate to be operating in a business levered to secular demand drivers. Our leadership position provides us with a unique vantage point to detect secular trends as they emerge globally on platformDIGITAL. Our customers continue to solve some of the most complex IT infrastructure connectivity and data integration challenges. We are witnessing a growing trend of multinational companies across all segments, deploying and connecting large, private data infrastructure footprints on PlatformDIGITAL across multiple regions and metros globally. Industry research firm Gartner recently updated their global IT spending forecast for 2022, projecting a 5.1% increase to $4.5 trillion, driven by companies investing in digital data growth strategies. Additionally, Gartner believes that by 2024, 75% of organizations will have deployed multiple data hubs to drive mission-critical data analytics sharing and governance in support of digital data growth strategies. These forecasts are consistent with our view of where the puck is headed. Our market intelligence tool, the Data Gravity Index, forecasts similar growth in the intensity of data creation and its gravitational pull on global IT infrastructure. In addition, our industry manifesto, enabling connected data communities serves as the global playbook for industry collaboration to tackle data gravity challenges head on and unlock a new era of growth opportunity for all companies. Digital Realty was recently named company of the year by Frost & Sullivan for North American data center best practices. This award reflects our continued focus on operational excellence, underpinned by continuous innovation and execution of the PlatformDIGITAL road map. We are honored by the strong validation of the differentiated value proposition we are creating for customers and partners. Given the resiliency of the demand drivers underpinning our business, and the relevance of our platform in meeting these needs, we believe we are well-positioned to continue to deliver sustainable growth for customers, shareholders and employees, whatever the macro environment may hold in store. Let's turn to our leasing activity on Page 7. As Bill noted, we delivered record bookings of $156 million with an $11 million contribution from interconnection during the fourth quarter. Volume was elevated across both of our primary reporting categories in the quarter with a healthy mix between enterprise and hyperscale business. For the full year, we booked $0.5 billion of new business with roughly a 60-40 split between greater than 1 megawatt and less than 1 megawatt plus interconnection. The EMEA region had a particularly strong quarter accounting for approximately 60% of total bookings led by Frankfurt with standout performance across product types. The fourth quarter was also notable for the strength of cross-selling between regions. Nearly 30% of our sub-1 megawatt plus interconnection bookings were exported from one region to another, a strong indication of the value customers derive from our global platform. Not surprisingly, the Americas was our biggest exporter with most deals landing in EMEA, followed by APAC. Both EMEA and APAC had strong export quarters as well, with over 15% of their sub-1-megawatt plus interconnection bookings landing out of region. The weighted average lease term was nearly 10 years primarily driven by hyperscale pre-leasing in EMEA. We landed over 130 new logos during the fourth quarter, our second best quarterly result and just shy of last quarter's record 140 for our full year total of 480 new logos. We are encouraged by the consistent organic growth of our customer base, and we view these results as strong validation of platform digital and our global strategy. In terms of specific wins during the quarter and around the world, Graphcore, a British semiconductor company that develops accelerators and systems for AI and machine learning, selected PlatformDIGITAL to address their density, security and scale requirements. The initial deployment will land in Amsterdam to be followed by a global rollout, and we are also collaborating on solution engineering and joint go-to-market activities. A leading high-frequency trading shop is expanding on PlatformDIGITAL to extend their high-performance computing platform across two continents and expand trading into two new international metros, while approving cloud access and business continuity state side. A Global 2000 U.S. energy provider is expanding with Digital Realty, consolidating their own on-premise facilities and using PlatformDIGITAL to scale their business across multiple metros. A leading aerospace manufacturing and services company is expanding on PlatformDIGITAL, leveraging dense interconnection to support data exchange across four new markets. A Global 2000 insurance brokerage is consolidating their data center footprint and has adopted PlatformDIGITAL to remove data gravity barriers and interconnect with clouds across multiple metros. An IVY League university is expanding on PlatformDIGITAL to exit their own on-premise facility and enhance their access to the healthcare provider community for data exchange. And finally, a major APAC food services organization selected PlatformDIGITAL to improve cloud connectivity and leverage the local centers of data exchange in Japan. Turning to our backlog on Page 9. The current backlog of leases signed but not yet commenced rose from $330 million to $378 million as our fourth -- record fourth quarter signings more than offset commencements. The lag between signings and commencements was unusually high at nearly 14 months, primarily driven by long-term leases on recent development starts in EMEA as customers accelerated efforts to secure a long-term runway for growth against a backdrop of steadily dwindling inventory. Moving on to renewal leasing activity on Page 10. We signed $151 million of renewal leases during the fourth quarter in addition to the record new leases signed. The weighted average lease term on renewals signed during the fourth quarter was nearly four years. Renewal rates rolled down 4%, driven by a handful of large deals in North America as negative releasing spreads on greater than 1 megawatt renewals more than offset the positive releasing spreads on the sub-1 megawatt renewals. In terms of operating performance, overall portfolio occupancy ticked down 60 basis points, almost entirely due to development deliveries placed in service during the quarter. Same capital cash NOI growth was negative 6.6% in the fourth quarter, primarily driven by churn in North America, as well as higher property operating and net utilities expense. As a reminder, the 2021 same-store pool did not include the Westin Building in Seattle, the Interxion platform in Rijk, Lamda Hellix in Greece or Altus IT in Croatia. Each of these businesses will be included in the same-store pool beginning in the first quarter of 2022, and each is expected to contribute to improving same-store growth going forward, partially offset by higher property taxes, as well as FX headwinds expected in 2022. Turning to our economic risk mitigation strategies on Page 11. The U.S. dollar strengthened during the fourth quarter relative to prior year exchange rates, and FX represented roughly a 130 basis point headwind to the year-over-year growth in our reported results from the top to the bottom line. As a reminder, we manage currency risk by issuing locally denominated debt to act as a natural hedge, so only our net assets within a given region are exposed to the currency risk from an economic perspective. In addition to managing credit risk and foreign currency exposure, we also mitigate interest rate risk by proactively terming out short-term variable rate debt with longer-term fixed rate financing. Given our strategy of matching the duration of our long-lived assets with long-term fixed-rate debt, a 100 basis point move in base rates would have roughly a 50 basis point impact on our full year FFO per share. Our near-term funding and refinancing risk is very well managed with a well-diversified menu of public and private capital sources available to fund the growth of our business. In terms of earnings growth, fourth quarter core FFO per share was up 4% year over year and up 1% sequentially, driven by solid operational execution, cost controls and a reduction in financing costs due to proactive balance sheet management over the past 12 months. For the full year, core FFO per share was up 5% year over year and came in $0.03 above the high end of our initial guidance range, which did not contemplate the contribution of $1.4 billion of assets through Digital Core REIT in early December. As a reminder, full year core FFO per share excludes the $20 million promote fee on the Prudential joint venture in the third quarter, as well as the $25 million PPA settlement in the first quarter. Looking ahead to 2022, we expect core FFO per share will be between $6.80 and $6.90, including the 1% dilution from Teraco, as well as 100 to 200 basis points of expected FX headwinds due to the strength of the dollar relative to 2021. We expect to deliver revenue between $4.7 billion and $4.8 billion in 2022 and adjusted EBITDA of approximately $2.5 billion. Given the tightened supply environment, we expect flat cash renewal rates in 2022, up from slightly negative in 2021. And we expect overall portfolio occupancy to remain within the current range despite the significant new capacity scheduled to come online during the year in addition to the embedded lease-up potential within the Teraco portfolio. We are off to a great start on our financing plans for the year with a highly successful 750 million bond offering in early January of 10.5-year paper at 1.375% coupon. Finally, we expect to raise $500 million to $1 billion from capital recycling whether through contributions to Digital Core REIT, noncore asset sales to third parties or a combination of both. In terms of the quarterly dividend, the distribution policy is ultimately a board-level decision. Given the continued growth in our cash flows and taxable income, we would expect to see continued growth in the per share dividend, just as we have had each and every year since our IPO in 2004. Last, but certainly not least, let's turn to the balance sheet on Page 12. As of year-end, our reported leverage ratio stood at 6.1 times, while fixed charge coverage was 5.4 times. Pro forma for settlement of the $1 billion September forward equity offering, leverage drops to 5.7 times, while fixed charge coverage also improved to 5.7 times. We continue to execute on our financial strategy of maximizing the menu of available capital options while minimizing the related costs and extending the duration of our liabilities to match our long-lived assets. As Bill previously mentioned, we recast our credit facility during the fourth quarter, upsizing from $2.35 billion to $3 billion, extending the maturity by three years and tightening pricing by 5 basis points. We also incorporated a sustainability-linked pricing component subject to adjustment based on annual performance targets, further demonstrating our commitment to sustainable business practices. Subsequent to quarter end, we raised approximately $850 million from the 10.5-year euro bonds at 1.375%, and we used a portion of the proceeds to redeem all $450 million of our outstanding 4.75% U.S. dollar bonds due 2025. This successful execution against our financing strategy reflects the strength of our global platform, which provides access to the full menu of public, as well as private capital, sets us apart from our peers and enables us to prudently fund our growth. As you can see from the chart on Page 13, our weighted average debt maturity is over six years and our weighted average coupon is just over 2%. A little over three-quarters of our debt is non-U.S. dollar denominated, reflecting the growth of our global platform while also acting as a natural FX hedge for our investments outside the U.S. 94% of our debt is fixed rate, guarding against a rising rate environment, and 99% of our debt is unsecured, providing the greatest flexibility for capital recycling. Finally, as you can see from the left side of Page 13, we have a clear runway with nominal near-term debt maturities and no bar too tall in the out years. Our balance sheet is poised to weather a storm, but also positioned to fuel growth opportunities for our customers around the globe, consistent with our long-term financing strategy. Operator, would you please begin the Q&A session? ","introduced 2022 core ffo per share outlook of $6.80-$6.90. reported net income available to common stockholders of $3.71 per share in 4q21. digital realty reported revenues for q4 of 2021 of $1.1 billion, a 2% decrease from previous quarter. " "Any of these risks and uncertainties could cause our actual results to differ materially from our projections. Additional information about factors that may cause our actual results to differ from projections is contained in our Form 10-K for the year ended December 31, 2020, and in other company SEC filings. On the call today, we will discuss non-GAAP financial measures, including adjusted EBITDA and free cash flow. We're off to a very solid start to 2021, as we expected, signaling our accelerating recovery from the pandemic. Our year-over-year rate of revenue decline in the first quarter improved meaningfully on a sequential basis, and we posted substantial improvements in adjusted EBITDA margin and adjusted earnings per share compared to the first quarter of 2020. Importantly, we told you we would deliver on this a year ago, and we delivered as promised. Once again, saying what we're going to do and then doing what we say. Our payments segment led the way for Deluxe, showing solid performance and continuing to deliver for our customers. We have also seen improvements in our data-driven marketing, part of our Cloud Solutions business, which reinforces our optimism about around the rest of the year. We generated [Indecipherable] despite continued COVID-related pressures and the impact of severe weather conditions in many parts of the U.S. in February. There are some highlights from the quarter. Revenue was $441 million with a rate of decline on a year-over-year basis of 9%, a meaningful sequential improvement over the fourth quarter decline of nearly 13%. Adjusted EBITDA margin improved nearly 340 basis points year-over-year to 20.5%. Adjusted earnings per share improved nearly 17%. Free cash flow improved 47% year-over-year to $18 million. We've improved liquidity in each of the last four quarters, and our net debt is now at the lowest level in nearly three years, which is a testament to the team's financial acumen and our responsible and prudent fiscal stewardship through the crisis. In terms of sales, the first quarter was the strongest we've ever had in terms of annual contract value, or ACV. We closed more than 1,600 deals, including the single largest win in Deluxe history with financial services leader, PNC, as well as the significant deal with TD Bank. We closed 20 deals with ACV over $1 million each. And the top six deals had a combined ACV of over $50 million. Since we started our One Deluxe sales approach over six quarters ago and including a recent win which was signed in April, we have closed nine of the 13 largest deals of the last decade and two of the largest in company's history. Of course, we still must implement all of these wins, but our continued sales success adds to our already strong confidence in our future. Across the company, we remained laser focused on our One Deluxe go-to-market strategy, accelerating our historic transformation through 2020 and into 2021 in the midst of a global pandemic. Our success and our now proven strategy put us in the position to announce the largest acquisition in the company's 106-year history, First American Payment Systems, which is expected to close later in this current quarter. By acquiring First American, we're confirming our strategy to transform into a payments and trusted business technology company. The transaction will expand our payments business by adding merchant services to our product offering and will double the size of the Payments segment to approximately $600 million with 20% plus adjusted EBITDA margins and strong growth rates. Importantly, after the transaction closes, Payments will now rival our check business on a revenue basis. As you will recall and as I've communicated on several occasions, we have five prerequisites to reengaging on M&A. Our Q4 earnings call and again at the First American payment transaction call on April 22, I confirmed we had met all 5. As a reminder, those prerequisites were: first, a scalable, modern technology platform; second, a sales organization capable of selling the entire portfolio; third, a product function capable of adding features and new solutions; fourth, a world-class team; and fifth, to strengthen our balance sheet. We refer to all of these actions as One Deluxe, another example of saying what we will do and doing what we say. Having fulfilled these prerequisites, we're ready to expand our business through a major strategic, logical and responsible acquisition. First American will be a great fit. With that, let me now turn to sales. We continue to make significant progress in becoming a sales-driven revenue growth company as we now signed the two largest deals in company's history in less than six months with PNC and Truist as we continue to unify our go-to-market sales approach to drive growth. We continue with new business at an accelerated rate, and we're successfully cross-selling our products and services. Let's talk about the PNC deal for a moment. Here, we further expanded our existing relationship with a new multiyear partnership with the eighth largest commercial bank in the U.S., leveraging services from our core Deluxe data-driven marketing solution, complemented by promotional and multiple other Deluxe products, including our proprietary artificial data tools, strategic sourcing framework and delivery optimization algorithm, we will help PNC find and bring on new customers with improved speed to market, better value, increased efficiency and continuous innovation. This is an important example of the power of expanding an existing relationship to include other existing Deluxe services. The company's old operating silos would never have even identified the opportunity, much less combined multiple existing products to create a compelling solution for PNC. This is more evident, proving our One Deluxe strategy really works. Some of our key wins for the quarter include: in Payments, we have extended our relationship with BBVA with a significant number of Deluxe mobile capture solution licenses to support its end consumer and small business customers. In Cloud, aside from PNC, which will also benefit our Promotional Solutions segment, key wins include another top 50 financial institution, where we will deliver full end-to-end campaign management services for its branch transformation initiatives. We also signed the top mortgage originator in the U.S., where we will offer prescreen and mail services to support their customer acquisition and recapture programs. In Promotional Solutions and beyond the PNC transaction, Deluxe has expanded its relationship with LPL Financial. LPL will use the Deluxe brand center platform to efficiently rebrand newly acquired strategic broker-dealers with all pertinent marketing and operational materials while supporting regulatory compliance. In checks, we successfully extended and expanded our contractual check relationships across several top-tier financial institutions. In addition, we recently closed on a significant deal with TD Bank, the seventh largest bank in North America. Our recently enhanced check products and importantly, the strength of our balance sheet, enable us to continue to win market share and protect our outstanding cash flow. Of course, it will take time to onboard these wins, but our One Deluxe strategy is clearly working, and we're on pace to significantly exceed last year's record sales performance. Moving on to some segment highlights. Payments had a solid quarter, growing beyond the major wins in Q1 last year, and the impact of the [Indecipherable], we continue to work on our implementation backlog and expect acceleration as COVID-related implementation customer delays fade away over the coming months. Our treasury management business led the way this quarter. As a reminder, services here include automation and intelligence, lockbox processing, remote. Our digital payments business, which includes the Deluxe payment exchange and medical payment exchange, while relatively small, more than doubled year over year, and we remain very optimistic about this business. This success highlights our ability to add new features and build new products successfully. During the quarter, we are pleased to have conducted a soft launch of our HR management solution. Small- and medium-sized businesses and integrated HR and payroll platform with a modern user experience, another example of our new product building capability. We also expanded the Deluxe Payment Exchange network, which builds upon our digital payment products to now also include digital payments directly into lockboxes. Our [Indecipherable] has been implemented for medical claims payments, and will be expanded from there. We are very optimistic on the potential growth prospects for both of these new offerings. In Cloud Solutions, we've made important progress on adding a number of new clients. As we discussed before, our 2021 cloud revenue performance will be impacted by the exits and divestitures we made in 2020. Excluding these impacts, the cloud rate of decline was about 10% or just over half of the reported rate, and sequentially before the business grew 5%. All of this provides us confidence in the trajectory of this business. Keith will discuss this in more detail. We are particularly optimistic about our data-driven marketing prospects as the economy recovers. As expected, we can see that lift off beginning in our first quarter. We have good visibility now into the rest of the year as we partner with our financial institution customers, planning multiple large-scale marketing campaigns, adding to our confidence for 2021 and beyond. Our website services also showed resiliency when compared to the fourth quarter of 2020, driven by stronger client retention as favorable exchange rates. We did see encouraging signs for recovery in our corporation services as we previously announced. Turning now to our Promotional Solutions segment. The business was affected by continued COVID-related lockdowns, particularly in the Northeast and West Coast, along with severe winter weather in February. Despite these impacts, the rate of decline improved for the fourth quarter of 2020 and we are very optimistic about this segment's prospects as the recovery unfolds. Importantly, adjusted EBITDA margin improved over 600 basis points year over year, which Keith will also touch on in a moment. Our business essentials line where we deliver custom forms and other products that businesses consume in their routine operations performed well during the quarter and is a leading indicator of the nation's overall economic rebound. We expect to see a recovery in branded merchandise as events and in-person activities return as COVID wanes. Finally, our highly profitable cash generating checks business continue to be impacted by secular trends combined with the dual impact of the pandemic and severe weather. Importantly, we expect the accelerated COVID recovery, plus our market share gains to significantly reduce the rate of decline over the course of the year. Early evidence of this recovery can be seen in the sequential improvement and revenue decline rates between Q4 2020 and Q1 2021. Our strategy in checks remains focused on capturing new share, while holding margin percentage flat and making smart investments, giving a strong cash flow to invest in payments and cloud. And the strategy is working, helping us win some of the largest deals in the company's history, expand into Canada and land multiple significant competitive takeaways. In summary, our recovery is accelerating and our margin percentage is expanding. We improved liquidity for the fourth consecutive quarter, and now net debt is at the lowest level in almost three years. All four businesses are experiencing positive momentum to start the year. Our transformation into a sales-driven payments and trusted business technology company is yielding results and will accelerate with the addition of First American. Our One Deluxe strategy is clearly working, and our execution is strong. This really is a new Deluxe, a payments and trusted business technology company. Now, we'll turn over to Keith, who will provide you more details on our financial performance. As Barry mentioned, we are pleased with our first quarter results. While we felt the continuing effects of COVID as well as the impact from severe weather conditions in February, we delivered improvements in sequential quarterly trends. This performance was in line with our guidance and highlights the accelerating recovery we expected as we move through the rest of the year. Let's go through the enterprise level highlights for the quarter before moving on to the segments. We posted total revenue of $441.3 million. While this is a decline of 9.3% as compared to the same period last year, importantly, it was a 360 basis point improvement in the rate of decline experienced in the prior quarter. We reported GAAP net income of $24.3 million in the quarter. Year-over-year comparability is not meaningful given the asset impairment charges taken during the first quarter of 2020 related to the anticipated effects of COVID. Our measures of adjusted earnings and adjusted EBITDA exclude these noncash charges, along with restructuring, integration and other costs. These adjustments are detailed in the reconciliations provided in our release. Adjusted EBITDA grew 8.6% to $90.5 million and adjusted EBITDA margin improved nearly 340 basis points year-over-year to 20.5%. These improvements were largely driven by reductions in SG&A, and we have aligned expenses to our post-COVID operating model and continue progress against internal value realization initiatives. Now turning to our segment details. Consistent with our expectations shared on the fourth quarter call, Payments grew Q1 revenue 3.2% year-over-year to $79.5 million. Payments also grew nearly 2% sequentially from the fourth quarter. The quarterly performance was led by our treasury management business, which grew 4% year-over-year. Adjusted EBITDA increased 1.7% in the quarter and adjusted EBITDA margin was 23%, down 40 basis points as product mix impacted gross profit rates versus the prior year. We continue to expect double-digit revenue growth for the full year as we continue to work on implementing the backlog of new clients we signed in 2020 and in Q1 of 2021. We continue to invest to drive growth and bring on all of our wins. And as such, we are assuming adjusted EBITDA margins will remain in the low 20% range through the year. Of course, the payments numbers will change significantly with the exciting addition of First American Payment Systems later in the year. I will provide details on that in a moment. Cloud Solutions revenue results point to the recovery, but the business is performing better than the reported results imply. Business exits and divestitures taken in 2020 [Indecipherable] the reported results. To provide you with better clarity, in addition to providing our GAAP results, we will also share cloud revenue performance, excluding these business exits and divestitures. On a GAAP basis, revenue declined 18.2% year-over-year to $62.2 million in the quarter, but increased 5% sequentially from Q4. 8% of the year-over-year decline was due to the impact of exits and divestitures and revenue benefited from additions in the data-driven marketing business. As expected, Q1 data-driven marketing solutions revenue recovered sequentially versus Q4 as the pandemic-related financial industry slowdown and marketing spend recovery began. Beyond the record-setting PNC deal, we've also signed several new data marketing clients during the quarter that will benefit us in future periods. Web and hosted solutions remained stable compared to Q4, driven by stronger client retention and favorable exchange rates. Year-over-year, we saw declines in this business due to the macro environment and our decision to exit certain nonstrategic product lines last year. In Q1, cloud's adjusted EBITDA margin improved over 800 basis points versus prior year, driven by expense alignment to post-COVID operating model targets and improved mix related to our prior year business exits. We expect cloud margins to remain healthy in the low to mid-20% range. Promotional Solutions first quarter 2021 revenue was $124.5 million. While down 12.8% year-over-year, the sequential rate of decline improved 380 basis points from the fourth quarter of 2020. Adjusted EBITDA margin for the quarter was 14.2%, up 640 basis points due to year-over-year reductions in SG&A expenses. We are anticipating improved adjusted EBITDA margins throughout 2021 in the low to mid-teens as a result of value realization initiatives and cost actions taken in 2020, including meaningful improvements in our distributor relationships. Checks first quarter revenue declined 8.1% from last year to $175.1 million due to anticipated secular trends compounded by the impact of the pandemic. The rate of decline did improve 180 basis points sequentially from Q4 despite severe weather impacts, clearly signaling to COVID recovery. First quarter adjusted EBITDA margin levels continue to be strong at 47.7%. Based on high renewal rates and new businesses won in 2020 and in the first quarter of 2021, we anticipate secular check declines to return to mid-single-digit rates or better, consistent with the recoveries from previous economic slowdowns. Now turning to our balance sheet and cash flow. We ended the quarter with strong liquidity of $427.7 million, including $125.4 million of cash. During the quarter, the amount drawn under the credit facility was unchanged from the year-end and remained at $840 million. Resulting net debt decreased for the fourth consecutive quarter, ending the quarter at $714.6 million, the lowest level in nearly three years. We think this result in the middle of an unprecedented pandemic highlights the financial acumen and discipline of this management team. Free cash flow, defined as cash provided by operating activities plus capital expenditures, was $17.9 million for the first quarter of 2021, an increase of $5.7 million or 46.7% improvement compared to last year. The increase was primarily due to improved working capital efficiency. Our Board approved a regular quarterly dividend of $0.30 per share on all outstanding shares. The dividend will be payable on June 7, 2021, to all shareholders of record on May 24, 2021. We did not repurchase common stock in the first quarter. As a reminder, our capital allocation priorities are to first responsibly invest in growth while paying our dividend; and second, to pay down debt. We will evaluate future repurchases on an opportunistic basis. Now turning to guidance. As I mentioned on the fourth quarter of 2020 call, we are well positioned for a recovery to further accelerate in the second quarter, enabling us to exit the year of sales-driven mid-single-digit revenue growth company without the benefit of acquisitions. I will remind you this achievement will be historic as the company has not reported sales-driven growth in the mid-single digits in more than a decade. This really is a new Deluxe. As a result and on a stand-alone basis, without the impact of First American, we are reiterating our guidance for full year 2021 revenue growth of 0% to 2% and full year 2021 adjusted EBITDA margin of 20% to 21%. We continue to expect capital expenditures to be approximately $90 million as we continue with important transformation work, innovation investments and building future scale across our product categories. We also continue to expect a tax rate of approximately 25%. We will update our full year guidance, including First American during our second quarter 2021 earnings call in early August. Just to summarize, I'm pleased with the first quarter results and believe that the company is in a position of strength as we continue the strong momentum we've been demonstrating, and we look forward to delivering on our 2021 expectations. Now back to Barry. Our first quarter results clearly demonstrate our continued momentum and the power of our One Deluxe strategy. The logical and responsible acquisition of First American is entirely consistent with our long-standing strategy and will serve to accelerate our growth, transforming Deluxe into a payments and trusted business technology company. We sat in the past 2.5 years preparing Deluxe to reenter the M&A market by improving our technology, reorganizing our sales structure and strategy, expanding our product set, building out our management team and strengthening our balance sheet. As I said before, I'm incredibly proud that our team delivered these prerequisites on an expedited time line in the midst of an unprecedented pandemic. We say what we're going to do, and we do what we say, consistently. We really are a new Deluxe. Operator, we're now ready to take questions. ","deluxe corp - qtrly revenue $441.3 million versus $486.4 million. " "On the call today, we have Dun & Bradstreet's CEO, Anthony Jabbour; and CFO, Bryan Hipsher. Our actual results may differ materially from our projections due to a number of risks and uncertainties. Today's remarks will also include references to non-GAAP financial measures. The second quarter was another quarter of solid progress as revenues grew 24.4% and EBITDA grew 12.6%. Organic revenue growth accelerated to 2.8%, fueled by low double-digit growth in international and low single-digit growth in North America. The sequential improvement in organic growth was driven by new logo wins, increased cross-sell, continued strong retention, and the lessening of previously communicated headwinds. We also saw strong sales in the building pipeline for our new solutions, both domestically and internationally, as businesses look to leverage more of our solutions to support their post-pandemic operating models. We expect to see a continued ramp in the third and fourth quarters as we execute against our near-term growth strategy and have continued to strengthen the business for the long term with new talent, data assets, partnerships, and solutions that continue to bolster our offerings and provide our clients differentiated insights that help them grow revenues, lower operating costs, and improve the risk and compliance profile. Before we jump to our normal business and operations update, I wanted to touch on a few announcements we made in the quarter. As Dun & Bradstreet's chief product officer, Ginny comes to us from TransUnion and has over 20 years of experience driving innovation and leading product organizations. She manages the overall product strategy for our global portfolio and is focused on driving rapid innovation and developing solutions at scale that enable our clients' success. Mike is our chief technology officer and brings more than 25 years of experience and deep technological insight to Dun & Bradstreet. Mike joined us from Fiserv and brings with him a proven track record of modernizing and scaling existing platforms for companies such as AOL, Microsoft, and First Data. We also established a new location in Jacksonville, Florida, which will serve as our global headquarters. We look to leverage this strategic location to help us to continue to innovate and grow, as well as benefit from substantial state and local financial incentives that made this move an easy one. And finally, before I move on to the business update, I wanted to share a very special milestone here at Dun & Bradstreet. On July 20, we celebrated our 180th year anniversary, which is a testament to the long-standing value D&B has and continues to provide to businesses throughout the world. Now, let's move on to our business update. On our first-quarter call, we discussed our key priorities for 2021, which are to continue to grow our share of wallet with our strategic customers; to approach and monetize the SMB space in new and innovative ways; to launch new products domestically to localize new and existing products globally; and lastly, to integrate the Bisnode acquisition. Throughout the second quarter, our team has made great strides toward executing on these priorities. We're pleased with the ongoing success we're having with our strategic clients, which included renewal rates at near 100% and the addition of some exciting new logos. In North America, we signed a multiyear deal with Ceridian, a global human capital management software company for Analytics Studio and various sales and marketing products, including the new Rev. Up ABX and digital targeting solutions. Ceridian was looking to support their growth strategies and, in particular, the ability to connect and activate the offline view of customers and prospects through digital insights. They're also focused on strategic global expansion and leveraging our world-based file to better understand addressable markets by region to support growth in target markets. Leveraging the investments we've made in nontraditional data and our sales and marketing solutions, we signed additional business with one of the largest online retailers who will be using our data and analytics to support their efforts in growing a new business line that needed help targeting specific retailers in high foot traffic areas such as airports and sports stadiums. Deloitte Touche Tohmatsu also entered into a multiyear agreement with us to assist with their client engagement, customer relationship management, and overall master data program. Their global data management team was tasked with creating a global master data warehouse that could be used across all markets and will be the central hub for global applications, as well as local markets. The team selected our D&B Direct+ API to be the central point for company information, hierarchies, and connections, including our full Family Tree. Along with the master data use case, they're also using our insights to inform their investment to drive a more diverse workforce pipeline and, in particular, underrepresented minorities to the public accounting profession. We will deliver a microsite with downloadable learning modules and coupled with a multichannel marketing campaign. We're proud to support Deloitte in ensuring the success of this fantastic program. We also signed a deal with Vintro, an online networking platform, who will be using our comprehensive B2B data, as well as our insights and AI-driven platforms to enable their clients to accelerate global opportunity and innovation. In addition to the direct sale, we're also partnering with Vintro on a new platform to enhance the supply chain ecosystem through enhanced access to SMBs. Turning to our international segment. We're making strong progress on the Global 500 account program we rolled out in the first quarter, demonstrated by several wins in the second quarter. One of these was a significant expansion of our long-standing relationship with Barclays through a multiyear enterprisewide agreement supporting their global master client data and insight strategy. Barclays will be using D&B's comprehensive global data cloud for a multitude of use cases. Globally consistent and identifiable by the DUNS number, our data will enable a broader and deeper view of every customer and prospect from intent data to financial and regulatory information. Barclays was looking for an end-to-end global solution, and we stood alone in our ability to deliver such an outcome. In D&B Europe, our newly acquired Bisnode region, we signed several deals with Global 500 companies as our strategy to become the provider of choice in Central Europe has begun to bear fruit. Bayer, a life science company with more than 150-year history and core competencies in the areas of healthcare and agriculture, signed a three-year global contract for D&B data by multiple delivery platforms. This deal will support Bayer in organizing and managing their third-party records across various software platforms. Deutsche Bank signed a new contract to use our local German database to support their sales efforts. After various data and usability comparisons, they chose D&B over their previous provider, a large international competitor. We continue to build and grow relationships with Global 500 companies. At the end of the second quarter, nearly three-quarters of the Global 500 companies are clients of ours, a significant increase from year-end 2019 that was closer to two-thirds. While we continue to deepen relationships with our strategic clients, we're also seeing positive trends in the small and midsized markets. As it relates to our second priority, addressing the SMB market in new and innovative ways, we started with the build-out of our D&B product and data marketplaces. The D&B product marketplace was created to provide a curated set of our solutions, as well as partner solutions designed for small business. It now has 20 partners, the newest of which are Brex and LendingTree along with other major brands such as Microsoft, Comcast Business, AT&T Business, Mastercard, and Symantec. The D&B Data Marketplace where users can now buy a broader range of prematched, independent data sets from alternative data providers, now includes data sets such as commercial real estate, job postings, shipping, healthcare, and U.S. agricultural data. We currently have 36 partner data sets as of the end of the second quarter, up from 22 at the end of the first quarter. Now turning to our e-commerce strategy. We continue to see more and more attention in our digital assets. In the second quarter, we saw dnb.com site visits continue to grow with over 46 million visits in Q2, an 84% increase over prior Q2. While the vast majority of customers are coming for CreditSignal and monitoring services, we're also beginning to see increased demand for our sales and marketing solutions. Overall, we hit more than $2 million in e-commerce sales in Q2, up 73% from prior-year quarter, and are forecasting sales to double again by the end of the third quarter. This, combined with our D&B Marketplaces, are expected to drive nearly $10 million in incremental annual recurring revenues by year-end, and we look forward to updating you in the coming quarters on our progress. Our third priority is launching new products and use cases. Last quarter, we announced D&B Rev. Up ABX, a solution that simplifies and automates marketing and sales workflows for our clients. Since its launch, we closed six deals with ACV of nearly $2 million and with a strong and growing pipeline as awareness spreads and further enhancements are added to the platform. We're excited to now take the Rev. Up capabilities to the SMB marketplace with the launch of D&B Rev. Up Now brings enterprise digital marketing technology, once only available to large-size businesses, to SMBs so that they can find and engage their best customers without having the cost and complexity of an in-house analytics department. We're also bolstering our sales and marketing solutions through our alliance with Zeta Global. We are bringing together trusted consumer and private business data into a single, highly secured data cloud that contains profiles on over 220 million individuals in the United States. The Data Cloud combines Zeta's business-to-consumer data, including individuals' intent, behavioral, transactional, and location-based signals with Dun & Bradstreet's business-to-business data, including employer data such as companies, titles, and emails, to power a new market sector we refer to as business-to-person or B2P, which will enable businesses to unlock the buying power of decision-makers through this uniquely combined data set offering, a true 360-degree view of an individual and the ability to reach them through both business and consumer-based activation channels. And last but not least, I'm excited to announce the launch of D&B ESG Intelligence, which delivers a standardized score and analytics built from the Dun & Bradstreet Data Cloud and established sustainability standards. Our ESG rankings cover 12 ESG themes and 32 topic-specific categories to help our clients best understand specific risks and opportunities. We believe this is another great example of how we can leverage the power of our Data Cloud and the DUNS number to create consistent and comprehensive rankings for businesses of all sizes throughout the globe. This deep coverage and breakdown of specific ESG topic rankings helps compliance and procurement teams track and report on specific ESG factors that increase growth and reduce risk. Similar to how PAYDEX established the de facto commercial credit score, we see the opportunity to set a standardized commercial ESG score that will help underwriters procurement organizations, investors, and many other areas quickly analyze and action new customers, vendors, suppliers, investments, and partners in an accurate and efficient manner. In our international segment, we continue to focus on rolling out localized solutions across our owned and partner markets. In the second quarter, we delivered 14 product launches across Europe, Greater China, and the Worldwide Network partner markets. including important new solutions, D&B Finance Analytics, D&B Risk Analytics, and Data Blocks. We also expanded distribution of D&B Onboard and Direct+ across the slew of worldwide network partners. In D&B Europe, we continue to see good traction from existing D&B products, like D&B Credit, Direct+ and D&B Onboard, while also introducing new products, including D&B Finance Analytics and Risk Analytics in the Nordic markets, Optimizer in the Nordics and Southeast Europe, and Data Blocks in Central Europe. These solutions will enable us to execute our strategy of migrating customers off legacy offerings onto modern digital platforms, as well as attract new customers. These solutions, along with the many we have discussed over the past few quarters, are allowing us to create a significant amount of new product revenue. For North America and international combined, the New Product Vitality Index, or the percentage of revenues from new products, was 6% in Q2. For context, we began measuring this stat in Q1 of 2019, and it's up already from 0.2% in Q2 of 2019. We will continue to drive more and more new solutions into our markets around the world and look forward to updating you on our progress through the coming quarters. I'm pleased to report that integration is going as planned with top-line performance in line and synergy realization coming in slightly ahead of expectations. We've executed more than $25 million in annualized savings from actions taken through Q2. Savings are being driven by the consolidation of functions across our global team, as well as executing a broad real estate strategy, including vacating, reducing the footprint of 14 office locations. On the Bisnode operations side, we implemented a new global data framework across D&B Europe markets to ensure consistent monitoring and enhancement of database breadth and quality. We have already made key data improvements, including the failure scores in Nordic markets in Germany, growing the database of nonregistered companies in Central Europe, and increasing financial statement data in Switzerland. These initiatives are intended to improve retention, to enhance customer satisfaction, as well as demand for data from our global customers. Overall, I'm pleased with our continued transformation, and I'm excited about the progress we continue to make, laying the foundation for accelerated sustainable growth throughout the remainder of 2021 and into 2022. Today, I will discuss our second-quarter 2021 results and our outlook for the remainder of the year. On a GAAP basis, second-quarter revenues were $521 million, an increase of 24% or 23% on a constant-currency basis compared to the prior-year quarter. This includes the net impact of the lower purchase accounting deferred revenue adjustment of $2 million. Net loss for the second quarter on a GAAP basis was $52 million or a diluted loss per share of $0.12, compared to a net loss of $208 million for the prior-year quarter. The improvement was primarily driven by higher prior-year expenses related to the retirement of debt as part of the initial public offering, lower interest expense, improvements in operating income driven by lower equity-based compensation related to stock options granted in the prior-year quarter, and the net impact of Bisnode acquisition. This was partially offset by higher tax provision recognized in the current year, largely driven by changes in the state apportionment and the enactment of the U.K. tax rate increase. Turning to Slide 2, I'll now discuss our adjusted results for the second quarter. Second-quarter adjusted revenues for the total company were $521 million, an increase of 24.4% or 23.2% on a constant-currency basis. This year-over-year increase included 19.9 percentage points from the Bisnode acquisition and 0.5 point from the impact of lower deferred revenue purchase accounting adjustments. Revenues on an organic constant-currency basis were up 2.8%, driven by double-digit growth in our international segment, as well as single-digit growth in North America. Second-quarter adjusted EBITDA for the total company was $198 million, an increase of $22 million or 13%. Excluding the net impact of the Bisnode acquisition, EBITDA increased slightly due to revenue growth partially offset by increased data and data-processing costs, higher commissions, and higher public company costs. Second-quarter adjusted EBITDA margin was 38.1%. Excluding the net impact of Bisnode, EBITDA margin was 40.8%. Second-quarter adjusted net income was $108 million or adjusted diluted earnings per share of $0.25, an increase from $81 million in the second quarter of 2020. Turning now to Slide 3, I will now discuss the results for our two segments, North America and international. In North America, revenues for the second quarter were $357 million, an increase of approximately 1% from the prior year. Excluding the positive impact of foreign exchange and the negative impact of the Bisnode acquisition, North America organic revenue increased $3.2 million or 1%. In finance and risk, we continue to see strength in our risk solutions and solid growth in our finance solutions attributable to new business and higher customer spend. The growth in these solutions was partially offset by $1 million of revenue elimination from the Bisnode transaction. For sales and marketing, revenue was $158 million, a decrease of $3.1 million or 2%. While data sales had another solid quarter, the overall growth in sales and marketing was offset by $4 million from the Data.com legacy partnership wind-down. North America second-quarter adjusted EBITDA was $167 million, a decrease of $3 million or 2% primarily due to higher data processing costs and higher commissions, partially offset by revenue growth and ongoing cost management. Adjusted EBITDA margin for North America was 46.9%. Turning now to Slide 4. In our international segment, second-quarter revenues increased 147% to $164 million or 137% on a constant-currency basis, primarily driven by the net impact from the acquisition of Bisnode and strong growth in both finance and risk and sales and marketing solutions. Excluding the net impact of Bisnode, international revenues increased approximately 13%. Finance and risk revenues were $104 million, an increase of 92% or an increase of 85% on a constant-currency basis, primarily due to the Bisnode acquisition. Excluding the net impact of Bisnode, revenue grew 10% with growth across all markets, including higher revenue from Worldwide Network alliances due to higher cross-border data fees and royalties and higher revenues from our U.K. market attributable to growth in our finance solutions. Sales and marketing revenues were $60 million, an increase of 383% or an increase of 366% on a constant-currency basis, primarily attributable to the Bisnode acquisition. Excluding the impact of Bisnode, revenue grew 22% due to higher revenues from API offerings across our U.K. and Greater China markets and increased revenues from our Worldwide Network partners product royalties. Second-quarter international adjusted EBITDA of $43 million increased $23 million or 113% versus second quarter of 2020, primarily due to the net impact of the Bisnode acquisition, as well as revenue growth across our international businesses, partially offset by higher data costs. Adjusted EBITDA margin was 26% or 28.9% excluding Bisnode. Turning to Slide 5, I'll now walk through our capital structure. At the end of June 30, 2021, we had cash and cash equivalents of $178 million, which, when combined with the full capacity of our $850 million revolving line of credit due 2025, represents total liquidity of approximately $1 billion. As of June 30, 2021, total debt principal was $3,667 million, and our leverage ratio was 4.7 on a gross basis and 4.4 on a net basis. The credit facility senior secured net leverage ratio was 3.6. Turning now to Slide 6, I'll now walk through our outlook for full-year 2021. Adjusted revenues are expected to remain in the range of $2,145 million to $2,175 million, an increase of approximately 23.25% compared to full-year 2020 adjusted revenues of $1,739 million. Revenues on an organic constant-currency basis, and excluding the net impact of lower deferred revenues, are expected to increase between 3% to 4.5%. Adjusted EBITDA is expected to be in the range of $840 million to $855 million, an increase of 18% to 20%. And adjusted earnings per share is expected to be at the high end of the range of $1.02 to $1.06. Additional modeling details underlying our outlook are as follows. We expect interest expense to be $200 million to $210 million; depreciation and amortization expense of approximately $90 million excluding incremental depreciation and amortization expense resulting from purchase accounting; adjusted effective tax rate of approximately 24%; weighted average shares outstanding of approximately 430 million; and finally, for capex, we are increasing our guidance from approximately $160 million to approximately $237 million to account for the $77 million purchase of our new global headquarters building in Jacksonville. Overall, we continue to see the year shaping up, as previously discussed, with organic revenue growth continuing to accelerate throughout the year, with Q3 expected to be a bit below the midpoint of our range and Q4 to be at the high end of the range. And finally, as previously discussed, we continue to expect adjusted EBITDA for the third quarter to be below the low end of the guidance growth range with a similar growth rate as Q2 due to timing of certain expenses related to data acquisition and sales and marketing initiatives. We expect the fourth quarter to be above the high end of the guidance growth range. Overall, we are pleased with our performance through the first half of 2021 and look forward to continuing the strong momentum we are building in both our North America and international segments. Operator, will you please open up the line for Q&A? ","q2 adjusted earnings per share $0.25. q2 loss per share $0.12. dun & bradstreet holdings - gaap revenue for q2 2021 was $520.9 million, an increase of 24.4% & 23.2% on a constant currency basis compared to q2 2020. dun & bradstreet - adjusted revenue for q2 2021 was $520.9 million, an increase of 24.4% and 23.2% on a constant currency basis compared to q2 2020. reiterating its previously provided full year 2021 outlook. " "On the call today, we have Dun & Bradstreet's CEO, Anthony Jabbour; and CFO, Bryan Hipsher. Our actual results may differ materially from our projections due to a number of risks and uncertainties. Today's remarks will also include references to non-GAAP financial measures. Anthony will begin with highlights from the third quarter including the progress we are making with our growth strategies and transformation. Bryan will then take you through a review of the financials before we proceed to Q&A. This was another solid quarter that finished in line with our expectations, putting us on track to meet the full year 2020 outlook provided on the second-quarter call. Our company's financial results demonstrate that despite experiencing impacts of COVID-19 and other near-term headwinds, the core fundamentals of our business are strong. Our continued focus on efficiency is reflected in our improved EBITDA margins and annualized run rate cost savings to date of $225 million which is up $5 million from the second quarter. We continue to progress toward our revised target of $250 million, and we'll continue to update you on future calls. Overall, our team continues to make great strides in executing on our strategy, and we are building significant momentum. So let's start with some of the announcements and successes that occurred during the third quarter. First is the announcement we made last month that we entered into a definitive agreement to acquire Bisnode, a longtime Dun & Bradstreet Worldwide Network member. The acquisition represents a key investment in support of our international growth strategy. During our October 8 call, we described how Bisnode had several strategic and financial benefits including a significantly expanded footprint across the DACH region which is Germany, Australia and Switzerland, Scandinavia and Central Europe, allowing us to better serve our clients operating in the region and globally. We are busy with the integration planning in anticipation of the transaction close which is still expected in January 2021 and plan to share incremental financial and strategic details on Bisnode during the next quarter's earnings call. Now, turning to our sales and operations execution in the third quarter. Our year-to-date retention rate remained strong at 96%, and 32% of our business was sold in multi-year deals. One deal that exemplifies both of those metrics is the expansion of our strategic relationship with Microsoft to a multiyear contract for enterprise data management with use cases spanning both finance and risk and sales and marketing. This is an important example of our ability to not just retain but expand the scope and duration of strategic relationships which is a key element of our growth strategy. Other third-quarter renewals include a multiyear enterprise license deal with HSBC supporting their data and analytics strategy, a Global 500 office supply retailer who turned to Dun & Bradstreet to help them manage fraud risk and an expanded multiyear relationship with a multibillion-dollar private shipping supplies company. We also renewed business with insurance solutions provider, T&A, and financial technology solutions provider, WEX, who both use our finance and risk solutions. Plus, we expanded our relationship with Greensill, a British market-leading provider of working capital finance. These renewals are examples of where we are able to build off of an existing set of use cases within the enterprise and cross-sell and upsell solutions to broaden our penetration into different parts of their global organizations. Turning to new business. Among others, we recently signed a Fortune 500 manufacturer of coatings and paint who turned to our United Kingdom and United States teams for a cross-border solution that provides an end-to-end view of their customers' and suppliers' master data using our latest API, Direct+, offering. Now we also won back an industry-leading Fortune 1000 global specialty chemicals and performance materials company who turned back to Dun & Bradstreet from a lower-cost alternative to consolidate its credit processes. As you can see, client engagement is strong, and we continue to see high demand across our existing portfolio of solutions, giving us confidence that we have listened to our clients and that our ongoing transformation of technology, data coverage and analytics is delivering what they need. In addition to our existing portfolio of solutions, we recently announced a new sales and marketing solution, D&B Connect, a highly configurable plug-and-play, self-service data management platform. D&B Connect helps our clients assess, clean and enrich their customer data against category-leading data in the Dun & Bradstreet data cloud. With D&B Connect, time spent on data management is reduced from days to hours so that our clients can focus on what's most important, growing new business. This is particularly important for small and medium-sized businesses who do not have the resources of a large enterprise and who need to quickly make sense of the data they have and gain additional insights to safeguard and grow their business. Next, I'll update you on our technology transformation, starting with our progress on Project Ascent. As we described in the second-quarter call, Project Ascent will modernize our data supply chain, allowing us to rapidly expand our traditional and nontraditional data sets, simplify connectivity to the end user solutions and enhance our overall throughput. In the quarter, we began investing in global shipping manifest data which is a new nontraditional data set that is complex to curate and in high demand for use in supply chain fraud and risk analytics. We're already using the data to fulfill a finance and risk use case for our customer engagement and are pleased with the initial performance. In the fourth quarter and beyond, we plan to enhance the operational user interface, reporting capabilities and most importantly, add new nontraditional data sets and convert our existing data sets over to the new supply chain process. Our ongoing enhancements to our API technology allow us to expand our latest D&B Direct+ offerings globally including the United Kingdom and Ireland, China and to our Worldwide Network which has been met with strong market reception. Consolidating and progressing our API solutions enable simplification, scalability and the ability to deliver integrated data solutions with speed at lower cost. As we connect deeper and deeper within the core workflows of clients through our technology enhancements, it is clear to us that organizations are seeking more effective ways to grow revenue, improve their margins and mitigate their risk. Our transformation also includes the expansion and enhancement of our data which has led to significant growth of our data cloud which today includes over 400 million public and private businesses worldwide. This is 85 million or 27% more coverage of our businesses than we had when we took the company private in February of 2019. We frequently hear from customers who want more and better data coverage, especially in international markets including Asia and Europe. In February of 2019, we have increased our coverage of businesses in the Asia Pacific region by 57%, fueled by our proprietary AI engine that addresses local language translation. We also remain focused on the expanding coverage of small and emerging businesses in the United States, United Kingdom and Ireland, increasing the pace of small business data accumulation, growing from 56,000 per month in the first half of the year to 174,000 per month in the third quarter. We are listening to our clients and delivering which is translating into sales and ultimately, revenue and profit. Another key element of our transformation is the strengthening of our analytics and insights. Last quarter, we told you about D&B analytics studio, our cloud-based analytics platform which allows clients to combine their data with third-party data and the scale, diversity and accuracy of our constantly expanding data cloud to achieve broader insights that could not be achieved on their own. It puts the power of analytics directly in the hands of the user and gives them a glimpse of the power of our data and could translate to future cross-selling into different solutions. For example, one of the largest global management consulting firms piloted our analytics studio using Dun & Bradstreet data and insights, combined with their data and insights to build derivative B2B analytics for improved customer engagement. Being able to rapidly ingest third-party internal and customer data is a key advantage for consulting engagements, and we believe that the analytics studio gives our clients differentiated capabilities. The studio is gaining fast momentum, and we have 13 proof of concepts under way with clients. We signed five deals in the quarter including a global financial software company who is studying its total addressable market as well as to analyze its customers' product purchasing behaviors. And with a government client who turned to D&B analytics studio to research and understand the impact of federal funding on small and medium businesses. With continued strong interest from clients and a growing pipeline, we will continue to evolve the studio with alternative data sources, services and commercial-use solution sets to meet more use cases. Overall, we are pleased with the extraordinary effort of our team and are excited about the continued progress we are making in our transformation. We look forward to closing out the year strong. Today, I will discuss our third-quarter 2020 results and our full year guidance. Turning to Slide 1. On a GAAP basis, third-quarter revenues were $442 million, an increase of 8% compared to the prior-year quarter. This includes the net impact of the lower purchase accounting deferred revenue adjustment of $38 million. We had a net loss of $17 million for the third quarter or a diluted loss per share of $0.04 compared to a net loss of $89 million for the prior-year quarter primarily driven by the lower purchase accounting deferred revenue adjustment, lower transition-related costs, preferred dividends included in the prior-year period and lower interest expense partially offset by the call premium related to the partial redemption of the senior secured notes. Turning to Slide 2. I'll now discuss our adjusted results for the third quarter. Third-quarter adjusted revenues for the total company were $442 million, an increase of 8%. The increase was driven by the net impact of the lower purchase accounting deferred revenue adjustment of $38 million. This increase was partially offset by known headwinds as previously communicated. These headwinds include lower usage revenues driven by the impact of COVID-19 of approximately $6 million, lower royalty revenues from the wind down of the Data.com partnership of approximately $6 million, a decision we made in the second half of 2019 to make structural changes within the legacy credibility business of $3 million and the shift of a government contract from Q3 to Q4 of $4 million. The total impact of these known headwinds was approximately $19 million. Excluding these unique items, revenues grew approximately 3% primarily from growth in our subscription-based revenues in our finance and risk solutions. Adjusted EBITDA for the total company was $197 million, an increase of 27% primarily driven by the lower purchase accounting deferred revenue adjustments reflected in the corporate segment along with lower overall operating costs driven primarily by lower net personnel expenses due to ongoing cost management initiatives. Adjusted EBITDA margin was 44.6%. We had an adjusted net income of $101 million or adjusted diluted earnings per share of $0.24. Turning now to Slide 3. I will now discuss the results for our two segments, North America and international. In North America, revenues for the third quarter decreased 3% to $363.3 million. finance and risk revenues decreased $1.8 million or 1% to $206.6 million. The decrease was primarily driven by lower usage volumes, the structural change in credibility and the shift of the government contract from Q3 to Q4 partially offset by an $8 million increase in our subscription-based revenues in our risk and government solutions. Sales and marketing revenues decreased $9.6 million or 6% to $156.7 million. The decrease was primarily due to lower royalty revenue of approximately $6 million from the Data.com legacy partnership along with lower usage revenues. Adjusted EBITDA for North America decreased $5.4 million or 3% primarily due to lower revenues partially offset by lower operating costs primarily from ongoing cost management efforts. Adjusted EBITDA margin for North America was 50.7%. Turning to Slide 4. In our international segment, third-quarter revenues increased 10% and or 7% on a constant-currency basis to $79.8 million. finance and risk revenues increased $8 million to $66.3 million. Excluding the positive impact of foreign exchange of approximately $1 million, the $7 million increase was driven primarily by Worldwide Network alliances from higher cross-border data sales of approximately $5 million and higher revenue from our U.K. market of approximately $2 million partially offset by lower usage volume in our Asian market of $0.6 million. Sales and marketing revenues decreased $1.1 million to $13.5 million. Excluding the positive impact of foreign exchange of $0.4 million, decreased revenue was primarily attributable to lower revenue from our U.K. market of approximately $2 million, lower usage volume in our Asian market of $0.5 million partially offset by increased revenue from Worldwide Network alliances of $0.6 million primarily a result of increased product loyalty. International adjusted EBITDA of $28.2 million increased $2.7 million or 10.6% primarily due to higher revenues, with adjusted EBITDA margin of 35.4%. Adjusted EBITDA for the corporate segment increased $44.7 million primarily due to the net impact of lower purchase accounting deferred revenue adjustments of $38 million. Turning to Slide 5. I'll now walk through our capital structure. At the end of September 30, 2020, we had cash and cash equivalents of $311.3 million which when combined with the full capacity of our recently upsized $850 million revolving line of credit through 2025 represents total liquidity of approximately $1.2 billion. On July 6, 2020, we completed the initial public offering and concurrent private placement which raised net proceeds of $2.2 billion after deducting underwriting discounts and IPO-related expenses. We used the majority of these proceeds to redeem the full amount of preferred stock and 40% or $300 million of our senior unsecured notes. Shortly after the IPO, we paid down our revolving line of credit balance, and on September 26, we partially redeemed 40% or $280 million of our senior secured notes. As of September 30, total debt principal was $3,387 million, and our leverage ratio was 4.7 times on a gross basis and 4.2 times on a net basis. This compared to 5.6 times gross and 5.5 times net at the end of the second quarter. As a result of our decreased leverage, during the third quarter, our credit rating was upgraded to B+ from B- by S&P Global with a positive outlook, to a B2 from a B3 by Moody's and to a B+ and subsequently to a BB- from a B by Fitch. We are happy with the progress we are making to deleverage our balance sheet and improve our credit ratings, allowing us more financial flexibility to further support our growth initiatives. Regarding our recent announcement to acquire Bisnode for approximately SEK 7.2 billion or $818 million, upon close, 75% of the consideration for the equity value will be paid in cash and the remaining 25% will be paid in newly issued shares of common stock of the company in a private placement. The cash portion will be funded through cash on hand and debt financing. Once funded, we anticipate that we will maintain net leverage in the range of low to mid four times Turning now to Slide 6. I'll now walk through our outlook for full year 2020. Full year guidance is unchanged since our last call. Revenue on a constant-currency basis is expected to be in the range of $1,729 million to $1,759 million. Adjusted EBITDA is expected to be in the range of $704 million to $724 million. Revenue and adjusted EBITDA include a negative $21 million impact from deferred revenue purchase accounting in both the low end and high end of the range. Adjusted earnings per share is expected to be in the range of $0.89 to $0.93. Adjusted earnings per share includes a negative $0.04 impact from deferred revenue purchase accounting in both the low end and high end of the range. Additional modeling details underlying our outlook are as follows. These estimates include an additional $2 million of public company costs per quarter, with the largest component being corporate insurance. We expect interest expense of approximately $255 million, reduced from $265 million primarily due to partial paydown of the secured notes, and depreciation and amortization expense of approximately $60 million excluding incremental depreciation and amortization expense resulting from purchase accounting, adjusted effective tax rate of approximately 24%, weighted average shares outstanding of 367 million and finally, capex of approximately $120 million. Overall, we are pleased with the progress we are making in our transformation and the core performance of the business. Operator, will you please open up the line for Q&A. ","d&b q3 adjusted earnings per share $0.24. q3 adjusted earnings per share $0.24. q3 loss per share $0.04. fy 2020 revenue is expected to be in range of $1,729 million to $1,759 million. fy 2020 adjusted ebitda is expected to be in range of $704 million to $724 million. " "Let's begin with the summary of the results on Page 3. We expect Q2 to be challenging and in preparation, we reinforced our cost program earlier in Q1, so we were in some sense prepared for the battle. We ended the quarter with a comprehensive set of actions to manage through the turbulent times and focused on what we can control, our operations, costs and importantly safety of our employees. From an operational point of view, we are not out of the woods yet, but a significant majority of our facilities are up and running moving into Q3 which is positive to operating leverage as compared to this quarter. Top line trends are very much in line with our expectations entering the quarter. Revenue declined 16% organically and bookings declined 21%. Trends have improved in the quarter and we saw a material sequential improvement in June. We still carry a strong backlog across all segments and that increases our confidence for the second half. Margin performance for the quarter was acceptable considering the state of business activity in April and May. After profitability gains in Q1 on lower revenue, we targeted 25% to 30% decremental margin for the full year. That puts us on track to exceed our initial full-year target. In addition to the tight cost controls and variable costs, we took further structural cost actions in the quarter as part of our business realignment activities, which will benefit us in the second half. Along with our cost actions, our proactive working capital management resulted in cash flow improvement in both absolute and conversion terms. We generated $78 million more in free cash flow than the comparable quarter last year. As a result of our first half performance and our solid order backlog, we are reinstating our annual adjusted earnings per share guidance to $5.00 to $5.25 per share. To be clear, even with a strong backlog and positive recent trends, we still see demand uncertainty in our markets and are not back to business as usual, but our teams have proven their ability to manage costs and operations and we are prepared to operate and achieve results in a wide variety of scenarios that may be in store for the second half. Let's take a look at the segment performance on Slide 4. Engineered Products at a tough quarter particularly in the shortest cycle on capex-levered businesses like vehicle aftermarket, industrial automation and industrial winches. Waste hauling and aerospace & defense were more resilient shipping against their strong backlogs. Lower volumes led to margin decline versus a very strong margin that this segment posted in the comparable quarter last year, and we have taken structural cost actions in this segment, which will support its margin in the second half along with reconvering volumes. Fueling Solutions saw continued strong activity in North America driven by demand of EMV compliance solutions. Whereas, Europe and Asia declined due to COVID related production and supply chain interruptions as well as budget cuts and deferrals in response to the decline in oil prices. Increased margin performance was commendable with 80 basis point increase on a better mix pricing and ongoing productivity actions. The sales decline in Imaging & Identification was driven predominantly a steep decline in our digital textile printing business which we expected in the significant dislocation in global apparel and fashion markets due to the pandemic. Marking & coding -- marking & coding showed continued resilience on strong demand for consumables and fast-moving consumer goods solutions. This is our highest gross margin segment. So decremental margins are challenging and require heavy lifting on cost containment, where marking & coding business did a good job, achieving a flat margin year-over-year and we have taken proactive actions to manage the cost base in the digital printing business. As a result of these actions and a pickup in textiles consumable volumes, we expect performance to improve in the second half. Pumps & Process Solutions demonstrated the resilience we expected. It's top line decline the least among our segments despite a challenging comparable from last year. Strong growth -- strong growth continued in biopharma and medical applications with colder products posting record growth in the quarter. This was offset by a moderate decline in industrial applications and material slowing and energy markets. Our Plastics Processing business revenue declined in the quarter as a result of shipment timing, we expect to -- for it to do well in the second half of a strong backlog. As you can see this segment continued to deliver a solid margin performance posting improving margin on declining revenue for the second quarter in a row, we expect this segment to deliver flat or improved absolute profit for the full year. Refrigeration & Food Equipment declined as food retailers continued to delay construction remodels due to peak utilization and the commercial food service market remains severely impacted by restaurant and school closures in the United States. Our heat exchanger business showed resilience particularly in non-HVAC applications. On the margin side, negative absorption on lower volumes drove the margin decline. In Q2, we took structural cost actions in this segment, which paired with ongoing productivity and automation initiatives yield in a materially improved margin performance in the month of June. We expect these benefits to continue accruing in the second half and expect this segment to deliver year-over-year growth in absolute earnings and margin in the second half of this year. I'll pass it to Brad here. Let's go to Slide 5. On the top is the revenue bridge. FX continued to be a meaningful headwind in Q2, reducing top line by 1% or $24 million. We expect FX to be less of a headwind in the second half of the year. Acquisitions were effectively offset by dispositions in the quarter. The revenue breakdown by geography reflects relatively more resilient trends in North America and Asia versus the more significant impacts across Europe and several emerging economies like India, Brazil and Mexico. The US, our largest market declined 10% organically, with four segments posting organic declines, partially offset by growth in retail fueling. All of Asia declined 14%. China representing approximately half of our business in Asia, showed early signs of stabilization posting an 11% year-over-year decline in the second quarter, an improvement compared to a 36% decline in Q1. Imaging & Identification and Engineered Products were up in China while Fueling Solutions declined due to the expiration of the underground equipment replacement mandate and also slower demand from the local national oil companies. Europe was down 19% on organic declines in all five segments. Moving to the bottom of the page. Bookings were down 21% organically on declines across all five segments, but there are reasons for cautious optimism as we enter the second half. First, as presented in the box on the bottom, June bookings saw a significant improvement from the May trough, with all five segments posting double-digit month-over-month sequential growth. Second, our backlog is up 8% compared to this time last year, driven by our longer cycle businesses and the previously mentioned intra-quarter improvement in our shorter cycle businesses. We believe we are well positioned for the second half of the year. Let's move to the bridges on Slide 6. I'll refrain from going into too much detail on the chart, but the adverse top line trend drove EBIT declines, although our cost containment and productivity initiatives help offset overall margins to hold up at an acceptable decremental. In the quarter, we delivered on the $50 million annual cost reduction program, which focuses on IT footprint and back office efficiency, and took additional restructuring charges that add to the expected benefits. We also executed well in the quarter on additional cost takeout to offset the under-absorbed -- under-absorption of fixed cost previously estimated at $35 million to $40 million. Some of these recent initiatives will continue supporting margins in the second half and into 2021. Going to the bottom chart. Adjusted earnings declined mainly due to lower segment earnings, partially offset by lower interest expense and lower taxes on lower earnings. The effective tax rate, excluding discrete tax benefits is approximately 21.5% for the quarter, unchanged from the first quarter. Discrete tax benefits in the quarter were approximately $2 million, slightly lower than the prior year's second quarter. Rightsizing and other costs were $17 million in the quarter or $13 million after-tax relating to several new permanent cost containment initiatives that we pulled forward into 2020. Now moving to Slide 7. We are pleased with the cash generation in the first half of the year, with year-to-date free cash flow of $269 million, a $126 million or 90% increase over last year. Our teams have done a good job managing capital more effectively in this uncertain environment. We have seen strong collections on accounts receivables. We continue to operate with inventories of supportive of our backlog in order trends. Q2 also benefited from an approximately $40 million deferral of US tax payments into the second half of the year. Capital expenditures were $79 million for the first six months of the year, a $12 million decline versus the comparable period last year. Most of our in-flight growth and productivity capital projects were completed in the second quarter. So we expect to see continued year-over-year capital expenditure declines in the second half. Lastly now on Slide 8. Dover's financial position remains strong. We have been targeting a prudent capital structure and our leverage of 2.2 times EBITDA places us comfortably in the investment grade rating with a safety -- with a margin of safety. Second, we are operating with approximately $1.6 billion of current liquidity, which consists of $650 million of cash and $1 billion of unused revolver capacity. When commercial paper markets were fractured at the outset of the pandemic in March, we drew $500 million on our revolver out of an abundance of caution. Markets have since stabilized and we reestablished our commercial paper program and fully repaid the revolver. In Q2, we also secured a new incremental $450 million revolver facility to further bolster our liquidity position. As of June, we have no drawn funds on either revolver. Our prudent capital structure, access to liquidity and strong cash flow have allowed us to largely maintain our capital allocation posture. We can -- we have deployed nearly a $250 million on accretive acquisitions so far this year and we continue to pursue attractive acquisitions. Finally, we are lifting our recent suspension on share repurchase and we will opportunistically buyback stock should the market conditions dictate. I'm on Page 9, which is an updated view of the demand outlook by business we introduced last quarter. Here we are trying to provide you with directional estimates of how we expect segments to perform in the second half relative to the second quarter in lieu of full year revenue guidance. I'll caveat that all of this is based on current reads of the markets and is subject to change as the situation remains fluid. First in Engineered Products, shorter cycle businesses such as vehicle service and industrial automation have shown improvement late in the quarter and the trends are improving globally. Additionally aerospace and defense continues operating from a large backlog of defense program orders. Waste handling may see some headwinds driven by tightening of industry capex and municipal finances after several years of strong growth performance. Bookings have slowed in late in Q2 as customers pause their capital spending to manage liquidity. We are watching the dynamics closely, but we have started addressing the cost base in this business proactively. Fueling Solutions is a tale of two cities, North America, approximately half the business remain resilient both on EMV conversion and also willingness of non-integrated retailers to continue investing in their asset base. In Europe and Asia, integrated oil companies represent a larger share of the network and capital budget cuts resulting from oil price declines are having a more negative impact on investment in the retail network, plus recall we are facing a $50 million revenue headwind in China this year from the expiration of the underground equipment replacement mandate, despite some of the top line headwinds with robust margin accretion to date, we expect segment to hold its comparable full-year profit line despite a decreasing top line. Imaging & Identification outlook is improving. Our service and maintenance interventions resumed in market and coding as travel restrictions were lifted, and we are seeing a resulting pickup demand for printers. Our integration activities with Systech acquisition are proceeding as planned. We started seeing some green shoots on the digital textile printing side, but we are forecasting a difficult year as global textiles will take time to recover. In Pumps & Process Solutions is expected to show improved trajectory from here. First, our plastics and polymer businesses will ship against it's significant backlog in the second half. Biopharma and medical is expected to continue its impressive growth. Industrial pumps, a shorter cycle business is expected to start gradually recovering. A material portion of demand in our pumps and precision components business is levered to maintenance and repair and aftermarket. The oil and gas mid and downstream markets served primarily by precision components business continues to slow as a result of deferral of capex and refurbishment spending in refining and pipelined operators. In Refrigeration & Food Equipment, we believe the worst is behind us for this segment. Bookings were relatively resilient for this segment and we have improved in June, resulting in a robust backlog that we are prepared to execute against. We also saw growth is restarting the construction and remodel projects resulting in us being fully booked for refrigeration cases into Q4. Additionally Belvac is scheduled to begin shipments against it's significant backlog, which will be accretive to segment margins. Recovery in volumes along with cost actions we've undertaken should result in positive margin and profit trend through the remainder of the year resulting in the segment posting a second half comparable profit increase. Let's go to Slide 10. As a result of the fluidity of the COVID situation, we are cautious about guiding top line trajectory at this time, but everything points to sequential improvement from here across most markets. The proactive cost management stance we took in Q1 and continued in Q2 has positioned us from a margin performance standpoint, and today we are improving our target for annual decrementals margin to 20% to 25%. We continue work in the pipeline of restructuring actions, including those targeting benefits in 2021, and we are positioned well to deliver on our margin objectives. We remain confident in the cash flow capacity of this portfolio and reiterating a conversion target above 100% of adjusted net earnings and a cash flow margin target of 10% to 12% compared to 8% to 12% target we had last year. I'll conclude with the following. We have reinitiated earnings per share guidance as a result of our confidence in our ability to manage costs in an uncertain demand environment. We have a good team, and they understand the playbook. Having said that, make no mistake, we are on the front foot from here on driving revenue growth, both organically and inorganically. We have strong operating companies and a strong balance sheet with which to support them. This is not the time to hunker down and wait for the storm to pass, so we are equally focused on market share gains, new product development initiatives as we are on our main pillars of synergy extraction from our portfolio, all of which we continue to fund, despite the market challenges. Inorganically we have available capital to deploy and I fully expect to be active in the second half. And with that let's go to Q&A. ","qtrly revenue of $1.5 billion, a decline of 17%. in 2020, dover expects to generate adjusted earnings per share in range of $5.00 to $5.25. looking forward, demand outlook for remainder of year remains uncertain. remain positioned well for second half with a higher backlog compared to this time last year. as we expected, activity declined across a majority of markets we serve. dover -demand conditions in textile printing, foodservice, below-ground fueling, food retail and automotive aftermarket were particularly challenged. " "And we have prepared slides to supplement our comments today. I'm Pankaj Gupta, Dow investor relations vice president. Because these statements are based on current assumptions and factors that involve risks and uncertainties. Dow's Forms 10-Q and 10-K include detailed discussions of principal risks and uncertainties which may cause such differences. Unless otherwise specified, all financials, where applicable, excludes significant items. We will also refer to non-GAAP measures. On Slide 2, you will see our agenda for the call. Jim will begin by reviewing our fourth quarter and full year highlights, and operating segment performance. Howard will then share our outlook and modeling guidance. And then Jim will discuss how we will continue to execute on our priorities to deliver value growth. Beginning with Slide 3. In the fourth quarter, Dow once again delivered top and bottom-line growth year over year, with sales growth and margin expansion in every operating segment. Our results reflect the strength and resilience of our advantaged portfolio and the incredible efforts of the Dow team, as we continue to ensure well-being and safety of our team and our communities. We delivered year-over-year sales growth of 34% with gains in every operating segment, business, and region. While volume declined 4% year over year due to supply constraints from several factors, including our own maintenance, lingering effects of weather-related outages, and global logistics challenges, we continued to see robust underlying demand across our end markets, particularly for higher-margin downstream and sustainability-led applications. Prices were up 39% year over year, reflecting gains in all operating segments, businesses, and regions. Our discipline and agility enabled us to navigate the supply constraints and logistics challenges I just mentioned, dual control actions in China, and rising energy costs. We delivered operating EBIT growth of $1.2 billion year over year with margin expansion in every operating segment. Equity earnings were also up year over year with margin expansion at our joint ventures in Saudi Arabia, Thailand, and Kuwait. These results translated into significant cash generation for the quarter, with cash flow from operations of $2.6 billion, up $901 million year over year, and cash flow conversion of 88%. And we returned $912 million to shareholders in the quarter, including $512 million through our industry-leading dividend and $400 million in share repurchases. Our performance in the fourth quarter capped a record year for Dow, which you will see highlighted on Slide 4. In 2021, Team Dow capitalized on the economic recovery, achieving record sales and earnings performance despite pandemic-driven uncertainty and industrywide weather-related challenges. Our focus on cash flow and disciplined capital allocation enabled us to continue to deliver on our financial priorities. We achieved $7.1 billion of cash flow from operations, bringing our total cash flow from operations since spin to $18 billion. We enhanced our balance sheet by reducing gross debt by another $2.4 billion in the year, bringing down gross debt by more than $5 billion since spin. We have also no substantive debt maturities until 2026. We proactively funded our U.S. pension plans and successfully executed Sadara's debt reprofiling, lowering Dow's guarantees by more than $2 billion. Dow has returned a total $7.3 billion to shareholders since spin through our dividend and share repurchases, including $3.1 billion in 2021. And we kept capex well within D&A as we continue to invest in our higher-return and faster-payback growth investments. In 2021, we achieved a return on invested capital of greater than 22% on strong earnings growth. As we turn the corner on the pandemic, we do so with a strong balance sheet and a deliberate and disciplined strategy to decarbonize and grow. We achieved this record financial performance in 2021 while advancing our ESG leadership. Importantly, we announced our disciplined strategy to decarbonize our assets while improving underlying EBITDA by more than $3 billion as we capitalize on our participation in attractive, high-growth end markets and sustainability-driven solutions. Our ESG efforts continue to be recognized externally as we were recently recognized by JUST Capital for the third year. Dow earns the top spot in the chemicals sector overall, as well as the No. 1 position in the workers and stakeholders in governance categories in the industry. I'm extremely proud of Team Dow's dedication to deliver for our customers and drive value for all of our stakeholders. We will build on these achievements in 2022 as we advance our ambition. Moving to our operating segment performance for the fourth quarter on Slide 5. In the packaging and specialty plastics segment, operating EBIT was $1.4 billion, up $662 million year over year, primarily due to margin improvement and partly offset by lower-supply volumes. Sequentially, operating EBIT was down $512 million, and operating EBIT margins declined by 520 basis points on lower olefin and co-product pricing, combined with higher raw material costs and energy costs. The packaging and specialty plastics business reported higher net sales year over year, driven by price gains in all regions, as well as in key applications, such as flexible food, industrial, and consumer packaging. Volume declined year over year, primarily in Asia-Pacific, due to supply constraints. Moving to the industrial intermediates and infrastructure segment, operating EBIT was 595 million, up 299 million year over year, primarily due to continued price strength. Sequentially, operating EBIT was down $118 million, and operating EBIT margins declined 280 basis points, primarily driven by higher energy costs in Europe and our planned maintenance turnaround activity. The polyurethanes and construction chemicals business increased net sales compared to the year-ago period on broad-based price gains in all regions. Volume declines were primarily due to a planned transition, away from a low-margin co-producer contract and our planned maintenance turnaround activity. The industrial solutions business delivered a net sales improvement compared to the year-ago period with local price gains in all regions. Volume was flat year over year as higher volume from a renewable energy contract was offset by fewer licensing and catalysts sales. And finally, the performance materials and coatings segment reported operating EBIT of $295 million compared to 50 million in the year-ago period, as margins increased 900 basis points due to strong price momentum for silicones and coatings offerings. Sequentially, operating EBID improved $11 million as price gains were partly offset by our planned maintenance turnaround activity. The consumer solutions business achieved higher net sales year over year, with local price gains in all regions and across end market applications. Volume declined as strong demand, particularly for industrial, electronics, and personal care applications, was offset by lower supply availability due to our own decision to pull forward maintenance activity to coincide with dual-control actions in China. The coatings and performance monomers business achieved increased net sales year over year, as higher raw material costs and strong industry demand led to price gains in all regions. and Canada, was more than offset by lower merchant sales of acrylic monomers, partly due to Dow's own higher captive use. Turning to Slide 6, our diversified portfolio continues to enable us to capitalize on attractive end market trends with higher-margin downstream products. Our four primary market verticals are each growing at rates of 1.3 to 1.5 times GDP and benefiting from sustainability macro trends. We are meeting this demand with higher-margin solutions, such as functional polymers, alkoxylates, surfactants, polyurethane systems, sustainable coatings, and performance silicones. In the packaging vertical, demand for lower carbon emissions, recyclable, and circular materials are driving demand for Dow's industry-leading plastics portfolio and in-house application design capabilities. Dow's broad suite of products and hybrid innovations targeting infrastructure will continue to benefit from government investments and incentives, with particular demand resiliency in the Americas, Europe, as well as in the Middle East, Africa, and India. We see global demand across the diverse consumer market vertical remaining at elevated levels, particularly for applications like electronics, 5G, appliances, pharma, and home care, where several of Dow's growth investments are targeted. And in mobility, Dow's portfolio of specialty silicones, polyurethanes, and elastomers is uniquely positioned to benefit from growing electric and autonomous vehicle trends. Importantly, these attractive market verticals are supported by favorable balances across our key value chains, with continued strength across consumer and industrial end markets, which we'll see on Slide 7. We expect the economic recovery to continue as forecasts call for above historical average global GDP growth in 2022. While the omicron variant has resulted in some near-term disruption, we do not expect it to materially change the current recovery path, particularly as global immunization levels and treatment options continue to increase. Several factors support continued strength across our end markets. Consumer balance sheets remain healthy, with significant pent-up demand driven by more than $5 trillion in additional savings accumulated through the pandemic. Manufacturing growth is expected to remain robust, supported by increasing investments in infrastructure and accelerated adoption for 5G, EV, and sustainability trends. And with retail inventories remaining low and backlogs elevated, easing supply chain issues should unleash additional volume growth in 2022, as manufacturing activity increases to meet strong consumer demand. This will certainly be a focus for Dow as we work closely with our customers to fill order backlogs and replenish inventories to meet the robust demand and increased service levels. Turning to Slide 8. In the first quarter, we expect these demand trends to drive growth, particularly following the Chinese Lunar New Year. Demand remains resilient in packaging and specialty plastics. Although domestic polyethylene supply improved through the fourth quarter, comonomer supply remains constrained. And trade sources are predicting another year of higher-than-average turnaround activity. These factors, coupled with improvements in shipping logistics that will help meet demand in the export market, are leading to more constructive supply and-demand balances domestically. Equity earnings are expected to be lower sequentially due to rising feedstock costs impacting Asian olefin margins. And we anticipate higher raw material and energy costs, particularly in Europe and Asia. Altogether, we anticipate an approximately $200 million impact versus the prior quarter for this segment. Utilizing our best-in-class feedstock flexibility and our differentiated portfolio, Dow will continue to be agile to mitigate potential volatility and meet demand. In industrial intermediates and infrastructure, strong demand for our high-value materials in appliances, construction, pharma, home care, and energy applications, combined with tight supply and increased global infrastructure investment, are supporting a constructive demand outlook. We anticipate approximately a $100 million benefit in this segment from completed turnarounds in the fourth quarter, including Sadara's isocyanate facility and several in our core polyurethane business. And we expect the elevated energy costs in Europe will be a $75 million impact versus the prior quarter for this segment. In performance materials and coatings, increasing industrial activity and consumer demand for electronics and construction continues to outpace supply for our differentiated silicone products. The industry also anticipates resilient demand for architectural coatings as rebuilding from low inventory levels in preparation for the Northern Hemisphere spring and summer months. The completion of our turnaround in the fourth quarter at our siloxane facility in China will allow us to take advantage of tight global market conditions as silicon metal supplies improve and energy curtailments in China continue to ease. We will also be executing a turnaround at our methacrylates facility in Deer Park. All in, we expect a $25 million net tailwind versus the prior quarter from turnarounds for this segment. Turning to the full year. We're continuing to provide our best estimates of several income statement and cash flow drivers. Notably, we expect lower equity earnings sequentially due to margin compression versus the tighter conditions in 2021, particularly in Asia as oil remains constructive, putting upward pressure on the naphtha-based feedstock costs in the region. Total turnaround spending for the year will be up approximately $100 million versus 2021 as we have another heavy turnaround year with three crackers slated for maintenance activity and increased inflationary pressure on materials and labor. Net interest expense is expected to be approximately $600 million, benefiting from our proactive deleveraging actions since spin. For cash flow, we anticipate higher joint venture dividends from increased earnings in 2021 and a $1 billion tailwind toward pension-related items following our actions last year. Continued investment in our digital initiatives will drive efficiency and enable us to achieve our $300 million EBITDA run rate on the program by 2025. We will also complete the spending portion of our restructuring program which is now delivering a full $300 million EBITDA run rate as we enter 2022. And finally, as we highlighted at our investor day, we anticipate increasing our capital expenditures to $2.2 billion, well within our DNA target, as we continue to advance our higher return, faster payback projects, and execute on our decarbonize and grow strategy. Overall, the macroeconomic backdrop remains favorable in 2022. And Dow is well positioned due to our global footprint, feedstock flexibility, productivity programs, and sustainable solutions for our customers. We will continue to leverage these advantages as we navigate higher oil prices and continue to deal with inflation and logistics challenges. And as the year progresses, we intend to drive operating rates and service levels higher and do expect widening oil to gas spreads. Turning to Slide 10. At our investor day in October, we laid out our disciplined strategy to decarbonize and grow the company, supported by a series of inflight earnings growth programs that will drive over $3 billion in underlying EBITDA growth. In 2022, our capital and operating investments are on track to deliver $200 million to $300 million in run-rate EBITDA and will serve higher-margin, differentiated applications where demand is accelerating, as customers work to reduce their own carbon footprint. In packaging and specialty plastics, our Fort Saskatchewan expansion completed last year will deliver a full year of earnings growth to support increasing polyethylene demand. And our FCDh pilot plant in Louisiana will start up this year to produce propylene for coatings, electronics, and durables end markets. Notably, the technology enables lower capex, opex, and CO2 emissions compared to conventional PDH technologies. These projects serve faster-growing, more sustainable market segments, such as renewables, to drive lower carbon emissions for our customers. For example, our endurance compounds for cable systems support next-generation, longer-life, and lower-carbon emissions infrastructure, including on and offshore wind farms, by reducing the cable manufacturing carbon emissions footprint by 80%. And our ENGAGE elastomers deliver 35% improved performance and efficiency for solar photovoltaic applications. In industrial intermediates and infrastructure, our alkoxylates and PU systems expansion projects are closely linked with brand owner demand for higher value, differentiated downstream applications across home and consumer care, agricultural, and infrastructure end markets. For example, our surfactants offer an improved environmental profile for leading brand owner laundry and home care products. And our polyurethane system, PASCAL technology, enables up to 10% greater energy efficiency and appliances without raising manufacturing costs. In performance materials and coatings, we're expanding capacity in formulated solutions for coatings and silicones through incremental debottlenecking projects. Our products enable higher-performing, more sustainable solutions, targeting mobility, consumer, and infrastructure end markets. For example, FASTRACK coatings enable autonomous mobility infrastructure and have approximately 45% lower greenhouse gas emissions. And our DOWSIL technology enables higher-density, lower-cost battery packs for the fast-growing electric vehicle market. Finally, as Howard mentioned, our restructuring program and digital investment will continue to support our low-cost operating model and top-quartile cost structure. Turning to Slide 11. The increasing demand for sustainable products represents a significant growth opportunity for Dow with attractive pricing that will support longer-term, higher-quality earnings. Our customers are looking for opportunities to enhance their sustainability. And we are meeting those needs with lower-carbon emissions solutions beginning with our own operations. Our Alberta project will decarbonize approximately 20% of Dow's global ethylene capacity while growing our global polyethylene supply by about 15%. We are also working with our suppliers to reduce our Scope 3 carbon emissions. To date, we have more than 150 supplier agreements in place and have adopted third-party frameworks like CDP, together for sustainability and EcoVadis to drive tangible improvements in environmental performance along the value chain. We continue to advance a circular economy for plastics and see a consistent trend across our brand owner customer base toward redesigning packages to be recyclable and incorporating 30% post-consumer recycled content in their packaging by 2030. Six of our largest sites have now received International Sustainability and Carbon Certification PLUS recognition for tracking the use of sustainable feedstocks. We're advancing our partnership with Mura Technology to scale advanced recycling solutions and secure circular product supply. Mura broke ground on the new plant with an expected start-up around the end of the year. Earlier this month, we announced an investment in Mr. Green Africa, the first recycling company in Africa to be a Certified B Corporation, which includes socially responsible waste collection and plans to codevelop new flexible plastic packaging that will enable more sustainable packaging solutions. A first-of-its-kind investment for Dow in Africa, this business model will be scaled to other developing regions around the world. We continue to grow our recyclable offerings, recently doubling sales with Chinese laundry brand, Liby, and increasing our addressable market opportunities. And like the partnerships, Dow recently announced to source pyrolysis oil from Gunvor and New Hope Energy. These investments in circularity are examples of our progress and solid foundation as we grow and scale circular solutions. To close, on Slide 12, 2021 was an outstanding year for Team Dow. We delivered record financial performance and continued our disciplined execution of our strategic priorities. Building on this foundation, we're focused on advancing our plan to decarbonize our assets and grow earnings. Our competitive advantage enables us to meet the increasing needs of our customers and consumers who are demanding more circular and sustainable products while we work to achieve zero carbon emissions in our own operations. And as we look ahead, our priorities remain consistent. Our focus on profitable growth, while maintaining a low-cost position and best-owner mindset, will enable us to deliver on our earnings growth levers. We'll continue to maintain our balanced and disciplined approach to capital allocation, driving higher returns for the company and our shareholders while retaining the financial flexibility that has served us well. And we'll continue to advance our leadership in ESG with a clear path to achieve our zero carbon circularity and sustainability targets. The world and our customers are demanding a more sustainable future. As we execute our ambition, I am confident that we will create significant, long-term value for all of our stakeholders. Operator, please provide the Q&A instructions. ","q4 sales rose 34 percent to $14.4 billion. industrial intermediates & infrastructure segment net sales in quarter were $4.5 billion, up 30% versus year-ago period. qtrly net sales up 34% versus year-ago period, with improvement in every operating segment, business and region. performance materials & coatings segment net sales in quarter were $2.6 billion, up 26% versus year-ago period. in 2022, we expect continued demand strength across our end markets. logistics constraints are expected to ease throughout year to fulfill elevated order backlogs and pent-up customer demand. in 2022, expect continued demand strength across end markets, supported by growing industrial production and sustained consumer spending. logistics constraints expected to ease throughout year to fulfill elevated order backlogs and pent-up customer demand. " "These risks and other factors could adversely affect our business and future results. For more information about those risk factors, we would refer you to our 10-K or 10-Q that we have on file with the SEC and the company's other SEC filings. If you did not receive a copy, these documents are available in the Investor Relations section of our website at dukerealty.com. The fundamentals in our business continue to be the best we've ever seen. We now have had three successive quarters of demand at or near all-time records, and projected market level rent growth has risen from the 10% range to the mid-teens percent nationally and in some submarkets as high as 35%. During the quarter, we began roughly $350 million of new developments with expected strong value creation and IRRs, and we raised our full year guidance on starts once again. Cap rate compression and rent growth continued to outpace material cost increases, allowing us to drive improved margins. The margins on our development pipeline are now over 60%, and our core portfolio achieved record rent growth of 22% on a cash basis from second-generation leasing activity. These quarterly results and our improved outlook for the balance of the year resulted in our raising key components of our 2021 guidance, including year-over-year core FFO growth now expected to be at 13.8% and growth in AFFO per share of 11.6%. Based on these results and our optimism about the balance of the year, we have raised the dividend by almost 10%. Mark will go over these changes in detail momentarily. I'll first cover market fundamentals and then review our overall operational results. Industrial net absorption registered 121 million square feet, which is only one million square feet less than the all-time record. This was more than enough to offset the new supply as completions came in at about 79 million square feet. This positive net absorption over deliveries for the quarter reduced vacancy down to 3.6%, setting yet another record low. The strong fundamentals increased nationwide asking rents during the third quarter by 10% compared to the previous year. CBRE now projects demand for the full year in the mid-300 million-square-foot range and likely to break the all-time 2016 record of 327 million square feet. Completions for the year are projected to be about 270 million square feet. National asking rents for the full year are expected to be in the mid-teens with some markets like Northern New Jersey and Southern California likely to see increases of 30% to 35%. The reaction to supply chain bottlenecks continues to be in the early stages of a long-term boom for our sector, with CBRE reaffirming roughly 1.2 billion square feet of projected aggregate demand over the next five years. Increasing inventory levels, safety stock, consumer spending and online shopping trends are driving much of this demand. Demand by occupier type remains broad-based with e-commerce and logistics services companies continuing to make up roughly 60% of our activity, with the e-commerce contribution about 10% lower compared to 2020 and the 3PL contribution about 10% higher than this time last year. It is also noteworthy that Amazon's share of demand this year is about 10% of overall total demand compared to 18% of demand in 2020. Turning to our own portfolio. We executed a very strong quarter by signing 9.5 million square feet of leases. The strong lease activity for the quarter resulted in continued growth in rents within our portfolio as we reported 35% on a GAAP basis and 22% cash, notably, with only 25% of our transactions occurring in coastal Tier one markets. We now project our mark-to-market on a GAAP basis within our portfolio to be 28%. We started $349 million of new development totaling two million square feet that consisted of six speculative projects and two build-to-suits in the quarter. 80% of this volume was in our coastal Tier one markets. Our team has continued to lease our speculative projects successfully as evidenced by stabilizing seven new developments during the quarter and increasing the development pipeline to 60% leased. To put our track record of leasing speculative projects in context, the $897 million of projects that we placed in service this year through September 30 increased from 39% leased when the construction started to 90% leased when they were placed in service. For all of our speculative developments we've started since the beginning of 2019, our average lease-up time is less than two months from the dates the projects were placed in service. Our team's continued ability to quickly lease up speculative development projects will be a key contributor of our future growth. Sticking with the development pipeline. At quarter end, we totaled $1.1 billion with 86% of this allocated to Tier one markets and 60% preleased. We now expect value creation from this pipeline of over 60%, which is primarily due to rapid appreciation of rents and land. We are also very proud to remind everyone that we target only developing the lead certified standards. We expect the lead percent of our total NOI to trend toward 25% by the end of 2022. On the construction cost side of things, our teams have taken steps to mitigate schedule risk related to materials such as contracting for steel nearly a year out, and we've only had minor delays in a few of our projects. The outlook for new starts is strong and is reflected in our revised guidance of our midpoint being up $175 million. On a longer-term basis, we either own or control land, primarily in coastal infill markets that can support roughly $1 billion of annual starts over the next four years if the supply/demand picture remains robust, which we believe it will. It is also important to note the market value of the land we own is about 2 times our book basis, and on average, we've only owned this land for about two years. Land we control and will be closing over the next few quarters is also well below market. The favorable land value, we will continue to support high development margins and very good IRRs long term. And overall, we believe we are very well positioned to continue to lead the sector and grow through new development. For the quarter, disposition proceeds totaled $738 million, including outright sales and contributions to joint ventures. The outright sales comprise our entire remaining portfolio in St. Louis, three buildings in Indianapolis and one building in Chicago. The activity also included the first two tranches of the Amazon property contributions to our newly formed joint venture with CBRE Global Investors. The pricing in aggregate was at an in-place cap rate of 4.8%, which was inflated a bit by a high 5% cap rate for the St. Louis portfolio in which pricing was impacted by expected rent roll-downs on looming tax abatement expirations. We acquired one facility in the third quarter totaling $24 million, a 63,000-square-foot facility in the San Gabriel Valley submarket of Southern California. This third quarter activity has further shifted the geographic position of our portfolio on an NOI basis to approximately 40% in the coastal Tier one market. Let me also note that just after quarter end in very early October, we closed on the sale of a 517,000-square-foot Amazon facility in Columbus, Ohio. This sale represents our final property disposition for the year. I will now turn our call over to Mark to discuss our financial results and guidance update. Core FFO for the quarter was $0.46 per share, which represents 15% growth over the $0.40 per share from the third quarter of 2020. AFFO totaled $151 million for the quarter compared to $135 million in the third quarter of 2020. Same-property NOI growth on a cash basis for the three and nine months ended 2021 compared to the same periods of 2020 was 3.8% and 5.3%, respectively. The growth in the same-property NOI for the third quarter of 2021 compared to the third quarter of 2020 was mainly due to rent growth, partially offset by an 80 basis point decrease in occupancy in our same-property portfolio due to an extremely high occupancy comp of 98.6 in 2020. Our balance sheet is in great shape with plenty of dry powder to fund our growth. We had $273 million of sale proceeds in 1031 escrow accounts at the end of the quarter that will be used to fund near-term building and land acquisitions. We finished the quarter with reduced leverage as a result of the significant disposition activity during the quarter, but intend to return to recent leverage levels by the end of the year as we continue to grow through development. As a result of our continued strong operating results, we announced revised core FFO guidance for 2021 in a range of $1.71 to $1.75 per share compared to the previous range of $1.69 to $1.73 per share. The $1.73 midpoint of our revised core FFO guidance represents a nearly 14% increase over 2020. For same-property NOI growth on a cash basis, we have increased our guidance to a range of 5% to 5.4% from the previous range of 4.75% to 5.25%. We continue to outperform our underwriting assumptions for speculative developments, both in the timing of lease-up and in the rental rates we're achieving, while we have maintained a solid list of build-to-suit prospects as well as land sites in various stages of due diligence and entitlements. Based on these prospects, our revised guidance for development starts is between $1.3 billion and $1.45 billion compared to the previous range of $1.1 billion to $1.3 billion. We've updated a couple of other components of our guidance based on our more optimistic outlook as detailed in a range of estimates exhibit included in our supplemental information on our website. In closing, I'm incredibly proud of our team's execution in leasing, capital deployment and development starts. We started the year with very solid growth expectations and have exceeded every one of them, resulting in a nearly 14% growth in core FFO at the revised midpoint. Our shareholders should be very pleased with our dividend increase of $0.025 per share. This 9.8% increase marks our seventh straight year of annual dividend increases, representing a growth of over 65% over that period. Looking out to the next few years, our operating platform is perfectly positioned to take advantage of the numerous growth drivers benefiting the logistics sector. These drivers, combined with the undersupply of new available warehouse product, will allow us to maintain our high occupancy rates and rent growth while creating substantial profit margins on our $1 billion-plus development pipeline. The net result of these factors is our belief we can continue to grow earnings at approximately 10% pace for the foreseeable future. [Operator Instructions] Sean will now open it up and take our first question. ","compname reports q3 core ffo per share $0.46. q3 ffo per share $0.40. q3 core ffo per share $0.46. " "For more information about those risk factors, we would refer you to our December 31, 2019 10-K that we have on file with the SEC. We hope all of you joining us today as well as your families are safe and healthy. Let me start by saying that 2020 was another outstanding year for Duke Realty. Even amid the global pandemic and a major US recession, we exceeded all of our 2020 goals, including our original pre-pandemic operating and financial guidance metrics. We also capped off the year with fourth quarter leasing volume being the strongest quarter of the year, and just after quarter end, executed a significant debt transaction to bolster our balance sheet, which sets us up for a great start to 2021. Let me recap the highlights of our outstanding year. When the pandemic hit, we engaged our business continuity plan to ensure the health and safety of our employees, our customers and our construction work sites. This was executed extremely well and I'm happy to resort cases at Duke Realty were very minimal. We signed nearly 21 million square feet of leases, we maintained the occupancy of our stabilized portfolio between 97% and 98% throughout the year, and our total portfolio which includes our under development pipeline ended the year at 96% leased, the highest level we've ever achieved. We renewed 70% of our leases for 83% when including immediate backfills and attained 29% GAAP rent growth and 14% cash rent growth on second generation leases throughout the year. We grew same property NOI on a cash basis 5%, which included -- which exceeded our revised guidance expectations. We commenced $795 million in new developments that were 62% pre-leased, 67% of which were in coastal Tier 1 markets. We placed $730 million of developments in service that are now 94% leased. We completed $322 million of property dispositions and $411 million of property acquisitions. We raised $675 million of debt at an average -- at a weighted average term of 20 years and an average coupon of 2.4%. We increased our annual common dividend by 9.1%. And finally, we've continued to run our Company in the most responsible manner with our ESG culture and numerous ESG achievements. I'll first touch on overall market fundamentals. The fourth quarter demand was exceptional in logistics sector with 104 million square feet of absorption, which was the highest on record. Demand exceeded supply for the quarter by about 30 million square feet which nudged national vacancy rates down to 4.6%, which is still roughly about 200 basis points below long-term historical averages. For the full year, demand was 225 million square feet, compared to a sly number of 265 million square feet. Even when adjusting for the significant amount of activity we saw from Amazon this year, the full year 2020 net absorption was still 12% higher than 2019. For transactions larger than 100,000 square feet, e-commerce users comprised 22% of total demand and 3PLs about 26%. Comparatively, e-commerce demand in our own portfolio represented about 20% of our total leasing square footage volume for the year. This segment of the demand market, users over 100,000 square feet, continues to be the most active subset. To that end, we signed 29 deals in the fourth quarter over 100,000 square feet in our portfolio. Asking rental rates rose again in the fourth quarter, up 8.3% over this time last year. This rate of growth is about 100 basis points higher than the five-year historical average of 7.1%. We see this trend continuing in 2021 with macro rent growth levels in the mid-single digits. In our own portfolio, we had our strongest quarter of the year with 9.7 million square feet of leases executed, which is our second highest quarter ever in our Company's nearly 50-year history. Our average transaction size was 104,000 square feet. In addition, the average lease term signed during the quarter was 7.5 years. On the rent collections side, we averaged 99.9% for the fourth quarter and 99.9% for the full year, arguably best-in-class in the entire REIT sector. These figures include a very small amount of deferral agreements and credit enhancement collections as detailed in the supplemental package. Looking forward, our overall tenant credit quality is very strong. We do have a handful of tenants and industries most acutely impacted by COVID that are in financial difficulty, which Mark will touch on in a moment as to their minor impact on our 2021 financial numbers. We do have a strong prospect list of backfills for most of these spaces. So the longer term impact in the situation we believe will be positive. At quarter end, our stabilized in-service portfolio was 98.1%. The lease activity for the quarter combined with the strong fundamentals I touched on led to another great quarter of rent growth of 13% cash and 27% GAAP. We also had a very strong quarter in first-generation leasing, in our speculative developments on our construction, we executed two significant leases in the quarter. The first was a 622,000 square foot lease in Northern New Jersey to a leading national home furnishings retailer looking to expand its supply chain network for inventory redundancy, often referred to as safety stock or referred to as increased inventory levels, for them to take 100% of the facility -- 100% of the space in that facility. The second notable lease transaction in the spec project was 290,000 square feet lease we signed in the South Bay submarket of Southern California. This lease was a major -- was to a major national beverage distributor to take 100% of the space as well. It's important to note both these buildings are still under construction and not scheduled to be completed until the second and third quarters of this year. Turning to development, we had a tremendous quarter starts, breaking ground on eight projects totaling $420 million in cost and 69% pre-leased. In total, nearly 70% of our fourth quarter development starts were in coastal Tier 1 markets and five of our eight projects were redevelopments of existing land and site structures. Our development pipeline at year-end totaled $1.1 billion with 80% of this allocated to coastal Tier 1 markets. This is a larger pipeline than we had a year ago and the allocation to coastal Tier markets is also higher than a year ago. The pipeline is 67% pre-leased and we expect to generate margins in the 30% to 40% range. Looking forward, our prospect list for new starts in 2021 is very strong, and our land balance at year-end totaled $297 million, with nearly 80% of this allocated to coastal Tier 1 markets, setting us up very well for future growth. We had a very active quarter on both dispositions and acquisitions. Consistent with our strategy to increase our exposure to coastal Tier 1 markets, we sold $276 million of assets in the fourth quarter, comprised of two facilities in the far Northwest submarket Indianapolis, one in the far Northeast market of Atlanta, one facility in the Western portion of the Lehigh Valley and an asset leased to Amazon in Houston. In turn, we used these proceeds to acquire two assets in Southern California and a portfolio in Seattle for $305 million, that in aggregate are 74% leased, with an expected initial stabilized yield in the mid-4s and long-term IRRs -- unlevered IRRs in the mid-6s. The Seattle portfolio encompasses three buildings that are 69% leased in aggregate located in the DuPont submarket and adjacent to an existing facility we developed several years ago. For the full year, our capital recycling encompassed $322 million of asset sales and $423 million of acquisitions. Combined with the development previously mentioned by Steve, this activity moves our coastal Tier 1 exposure to 41% of GAV and our overall Tier 1 exposure to 67%. We expect this recycling to continue in 2021 with dispositions primarily from the monetization of some of our Amazon assets, allowing us to manage our tenant exposure as well as some Midwestern assets to further refine our geography. I am pleased to report the core FFO for the quarter was $0.41 per share compared to core FFO of $0.40 per share in the third quarter and represented a 7.9% increase over the $0.38 per share reported for the fourth quarter of 2019. Core FFO was $1.52 per share for the full year 2020 compared to $1.44 per share for 2019, which represents a 5.6% annual growth rate. FFO as defined by NAREIT was $1.40 per share for the full year 2020 which is lower than the core FFO due mainly to debt extinguishment charges. We grew AFFO by 6.2% on a share adjusted basis compared to 2019. Same property NOI growth on a cash basis for the three months and 12 months ended December 31, 2020 was 3.3% and 5% respectively. Same property growth for the quarter was driven by continued strong rent growth and a 20-basis point increase in average commencement occupancy within our same property portfolio from the fourth quarter of 2019. Net operating income from non-same-store properties was 17.3% of total net operating income for the quarter. Same property NOI growth on a GAAP basis was 3.1% for the fourth quarter and 2.8% for the full year 2020. Bad debt expense for the year was primarily related to non-cash straight-line reserves, which negatively impacted GAAP same property NOI. We finished 2020 with $295 million outstanding on our unsecured line of credit, which we refinanced earlier this month with a $450 million, 1.75% 10-year green bond issuance which will bear interest at an effective rate of 1.83%. The pricing on this transaction was very attractive with our effective rate incorporating a 70-basis point spread over treasury rates which at the time was the lowest credit spread ever on a 10-year REIT bond offering. We intend to continue a robust pace of growth in 2021, which we anticipate to fund with the combination of asset dispositions, internally generated cash flow, short-term use of our line of credit and a potential unsecured bond issuance later in the year. Also, if additional growth opportunities arise, it's possible we issue a modest amount of equity through the ATM on an opportunistic basis. From a macro outlook perspective, we expect the 2021 environment to be overall relatively strong and improving each quarter in light of the expected federal stimulus and vaccinations. Supply and demand are relatively in balance. The overall fundamentals picture is quite supportive of continued market rent growth and thus a positive setup for pricing power and new development starts. With this as a backdrop, yesterday, we announced the range for 2021 core FFO per share of $1.62 to $1.68 per share with a midpoint of $1.65, representing an 8.6% increase over 2020. We also announced growth in AFFO on a share adjusted basis to range between 5.8% and 10.1% with the midpoint at 8%. Our average in-service portfolio occupancy range is expected to be 95.7% to 97.7%. Same property NOI growth on a cash basis is projected in a range of 3.6% to 4.4%%. Our guidance for same-property NOI includes the negative impact from a few tenants Steve mentioned that we expect to terminate in early 2021. We expect proceeds from building dispositions in the range of $500 million to $700 million, which we will use to fund our highly accretive development pipeline. Acquisitions are projected in the range of $200 million to $400 million with a continued focus on infill coastal markets and facilities with the repositioning or lease-up potential. Development starts are projected in the range of $700 million to $900 million with a continuing target to maintain the pipeline at a healthy level of pre-leasing. Our pipeline of build-to-suit prospects continues to remain robust and the $800 million midpoint of our 2021 guidance is consistent with our actual development starts for 2020. More specific assumptions and components of our guidance are available in the 2021 range of estimates document on the Investor Relations website. In closing, I'd like to reiterate what a great year 2020 was for Duke Realty amid the pandemic and a recession. As we look ahead into 2021, the demand drivers remain exceptionally strong. Supply and demand remain in balance and we anticipate another year of strong results. This is evidence that our 2021 guidance of $700 million to $900 million of expected new development starts, strong occupancy expected to remain elevated and most of all evident with our expected growth in FFO per share and AFFO of 8.6% and 8% in the midpoints respectively. This level of growth is what we believe should be achievable on a consistent basis going forward. Our performance is the result of a decade of portfolio repositioning with a steadfast focus on quality, investing in selective submarkets and strengthening our balance sheet. We will continue to see added value created by our dominant development platform and we believe we can continue this level of growth well into the future. Also, please remember the prompt for our system is now one-zero. Sean, you may open up the lines for our first question. ","q4 core ffo per share $0.41. q4 ffo per share $0.40. introducing 2021 guidance for core ffo of $1.62 to $1.68 per diluted share. sees 2021 guidance for ffo, as defined by nareit, of $1.58 to $1.68 per diluted share. " "As described in our filings with the SEC, these statements are subject to numerous risks and uncertainties that could cause future results to differ materially from those implied by our comments today. Since our last earnings call, we have made outstanding progress on multiple fronts. I'll highlight just four. First, we increased our total liquidity and decreased our total debt through a successful preferred equity offering. Second, we reduced our monthly burn rate, significantly beating our prior expectations. Third, we reopened five additional hotels. And fourth, we struck a sweeping deal with Marriott that not only increased the NAV of our portfolio by $50 million but distinguishes DiamondRock's portfolio as the least encumbered by long-term management agreements among all full service public lodging REITs. Now, while we have made good progress and remain optimistic about the future of travel, the pandemic we are living through has obviously created tremendous dislocation in near-term demand. In the third quarter, there were some encouraging early signs of a recovery in travel demand. The relative bright spot has been in leisure travel, which of course is elective travel. Guests have been checking into the drive-to resorts DiamondRock is known for. In contrast, business travel and group business demand has only marginally improved and is likely to remain very constrained until there is a healthcare solution such as a vaccine, effective therapy or a massive national testing program. Interestingly, we are seeing signs of pent-up demand. So, we believe there is a chance for a meaningful snap back on the other side of the healthcare solution. Personally, this is my fourth downturn, and we know how to manage through these environments. That experience is why DiamondRock has always embraced a low-leverage and conservative balance sheet strategy. We currently have more than enough liquidity to carry the Company until such time as we are cash flow positive once again. History shows that travel demand always eventually surpasses the peak of the prior cycle, and we remain optimistic that this recovery ultimately will be no different. But make no mistake, this is the most difficult operating environment of modern times and requires almost herculean efforts to ensure guest and employee safety first, while trying to preserve cash flow. Although the environment required significant reductions in staffing, we were able to soften the blow to hotel associates with nearly $8 million in severance paid out this year. Rest assured that we are doing everything possible to be responsible fiduciaries and community citizens while making certain that DiamondRock is set up for future success. Let's turn specifically to DiamondRock's third quarter. Hotel adjusted EBITDA in the quarter was a $17.4 million loss, a marked improvement from the $30.4 million loss in the second quarter. Corporate adjusted EBITDA was a $24.4 million loss as compared to a $37 million loss in the second quarter. Third quarter adjusted FFO per share was a loss of $0.22 as compared to a loss of $0.20 in the second quarter. Two items worth noting with these results: one, they exclude $7.4 million in onetime severance costs; and two, this one is important, adjusted FFO per share was negatively impacted by a non-cash income tax valuation allowance recognized in the quarter of $12.4 million or $0.06 per share. In other words, our third quarter AFFO would have been a loss of only $0.16 per share without that tax adjustment. Moreover, in the quarter, we successfully reopened five more hotels and had nearly 90% of our rooms available to sell at the end of the third quarter. To illustrate the progress, that 90% figure compares to just 58% at the end of the second quarter. Furthermore, portfolio occupancy jumped over 1,000 basis points from the second quarter to 18.6%. Recall that we ended the second quarter with just 22 hotels open and operating. We opened a 23rd hotel, our Lodge at Sonoma Resort, on the first day of the third quarter. Those 23 hotels saw occupancy rise from 26% in July to 28% in August, and finally, to 31% in September. In July, we reopened two other hotels besides The Lodge at Sonoma that included Hilton Boston Downtown and the Hilton Burlington on Lake Champlain. Our decision to reopen hotels has been and continues to be dynamic and data-driven. We reopen hotels if we can lose less money doing so. Based on this approach, the data led us to keep three of our New York City hotels closed but to reopen our two big box hotels, the Chicago Marriott and the Boston Waterfront Westin in early September. Now, as you'd expect, nightly occupancy is comparatively lower at these two big box hotels than the balance of the portfolio. But a resilient base of contract business and aggressive cost controls has thus far confirmed that reopening was the right decision. For the entire portfolio, total revenue decreased 79% in the quarter as a result of an 81% decline in RevPAR, that was partially offset by a smaller decline in food and beverage revenue. Total revenues were $50 million in the quarter as compared to just $20.4 million in the second quarter. Over the summer, monthly revenues showed steady progress, rising from slightly over $11 million in June to over $14 million in July, to over $16 million in August, and finally, reaching almost $20 million in September. Encouragingly, revenue in October looks to be coming in even a little bit better at over $22 million. Okay, let's talk about profitability. To maximize absolute profit, our asset managers are working closely with our operators to aggressively drive revenue while implementing strict expense controls. In the third quarter, every department, rooms, F&B and other, saw material improvement in profitability as compared to Q2 with sequential acceleration in flow-through that surpassed internal forecast. For example, the rooms department margin rose from 45% in the second quarter to 64% in the third quarter, driven in large part by a 25% sequential reduction in the cost per occupied room. Over the course of the quarter, we saw the number of hotels achieving breakeven profitability continue to expand. In June, we had 10 hotels generating positive gross operating profit, or GOP, and this figure rose to 18 hotels by the end of September. Over that same period, GOP margin moved from a negative 35% to a positive 9% margin as a testament to our ability to drive revenue while constraining costs. On an EBITDA basis, six hotels in June were operating profitably, and that figure rose to 10 hotels by September. What you cannot see, however, is an additional 10 hotels were, on average, approximately $100,000 from breakeven EBITDA in September. Here's one other additional data point I think you'll find interesting. If we exclude the two big box hotels, the Chicago Marriott and the Westin Boston, from the 27 hotels we had open in September, the remaining 25 hotels collectively would have been within $200,000 of breakeven EBITDA. Clearly, the portfolio is near a favorable tipping point for profitability, and much of the source of that strength is DiamondRock's drive-to resort portfolio. Our resorts are performing very well and generated positive and growing EBITDA every month in the quarter. Let me share with you a couple of highlights from just two of our resorts to give you an idea of the pockets of strength we are seeing. The Landing in Lake Tahoe saw a 19% increase in RevPAR over the third quarter 2019 with an ADR of nearly $500 per night and total RevPAR approaching nearly $560 per night. EBITDA margins at this hotel increased nearly 1,400 basis points as compared to the third quarter in 2019. The L'Auberge de Sedona saw a 21% increase in RevPAR over the third quarter in 2019 with total RevPAR approaching nearly $675 per night. Moreover, we are taking steps to ensure this success continues. For example, subsequent to the quarter-end, we completed a new Michael Mina restaurant in Sonoma as part of the larger ROI up-branding of that resort from a Renaissance to an Autograph. The restaurant opened strong, and in just the first month of operation, generated nearly $325,000 in revenue. We also expect the restaurant to create a halo effect at that resort, which will allow us to increase room rates. Another example of strength is likely to come from the almost complete renovation of the Barbary Beach House in Key West, which will be done before year-end. This former Sheraton has been reimagined into a very special lifestyle boutique that is already getting rave reviews. And we are optimistic about our ability to drive rate this winter season. Switching gears, let's look at each of our segments of demand in the quarter. Leisure is unquestionably the strongest performing segment in the portfolio. The resort portfolio performance increased strongly and steadily over the quarter from 36% occupancy and $141 in total RevPAR in July to over 43% occupancy and nearly $191 in total RevPAR in September, a $50 per night jump. For the third quarter, ADR at our resorts increased 2.2% as compared to last year with September showing good strength and up 5%. The resilience of rate at our resorts tells us price is not a gating issue in making the travel decision. This is an encouraging data point that the same people will ultimately be prepared to travel when their employers feel comfortable letting them get back on the road. As for business transient, our current thinking is that we will not see a material change until there is an announcement of a vaccine or broad distribution of a therapy. For our portfolio, business transient remained soft but it did improve. In the 3rd quarter, business transient revenue and rooms more than doubled from their contribution in the second quarter. In fact, business transient rooms were 23% of total rooms sold in the third quarter, up from only 19% in the second quarter. Similarly, the group segment remains a relative soft spot. Outside of social gatherings such as weddings, we continue to expect that large corporate group events will be the final segment to recover. Nevertheless, there are some encouraging data points to share with you. The first data point is that DiamondRock saw approximately 250,000 room nights of leads generated each month during the quarter, with most of the inquiries for 2021 and 2022. Interestingly, RFP conversion ratios to awarded business are at near normal rates. Also, sports teams are playing. DiamondRock has arrangements with seven professional football and baseball teams, Several NCAA sports teams and even a PGA golf tournament. Another good data point is that according to Cvent, September was the strongest month of RFP activity since March. September volume is up 18% versus August, and October is on pace for a strong performance, too. Cvent also reports that overall group rates are down approximately 5% to 10% in 2021 but up 5% to 10% in 2022. Looking at 2021, rates are softer earlier in the year when uncertainty is the highest and quickly approach pre-pandemic levels by late 2021. Group rate integrity in RFPs has been relatively more resilient in New York City, Boston and Chicago than it has been in San Francisco. Again, an encouraging trend, given our geographic mix. Before handing the call off to Jeff, I did want to touch on our capital investments. We held capex spending to $8.6 million in the quarter, which is inclusive of approximately $0.5 million for Frenchman's Reef. Outside of life safety projects or emergency repairs, our primary focus remains conserving capital. However, we did prioritize projects that can produce a near-term earnings benefit and high return on investment. These projects include the F&B repositioning initiatives at our hotels in Sonoma and Charleston, as well as completing the conversion renovation at the Barbary Beach Resort in Key West. We expect these investments will be measurable earnings contributors in 2021, and the average IRR for these projects is expected to exceed 30%. Before leaving capex, I did want to remind everyone that we have paused the reconstruction of Frenchman's Reef. Our current plan is to look for a joint venture partner for this project over the next year before restarting construction in order to preserve our balance sheet capacity. Let me start by talking about our liquidity. We improved our liquidity in the quarter by nearly $71 million as a result of the successful preferred offering -- preferred equity offering. At the end of the third quarter, we had approximately $435 million of total liquidity, including corporate-level cash, hotel-level cash and undrawn revolver capacity. I'm pleased to report, we are beating our original estimates for monthly cash burn rates, and we continue to make significant gains. Before capex, our average monthly burn rate in the third quarter, pro forma for the preferred dividend, was $14.7 million. Let me walk through the sources of the $2 million improvement. The net operating loss at the corporate NOI level was $10 million per month in the quarter, as compared to our earlier estimate of $11.5 million, a $1.5 million per month improvement, owing, among other reasons, to improving top line, strict cost controls and the decision to reopen additional hotels. Debt service was $4.1 million per month in the quarter, as compared to a prior estimate of $4.5 million. The $3,000 to $4,000 per month savings is a result of forbearance that will reverse in the coming months. The straight line capital expenditure budget in both cases is $3 million per month. Including capex, our total Company burn rate was $17.7 million during the quarter and implies a cash runway through late 2022. As Mark mentioned at the start of the call, we strongly believe that we have more than enough liquidity to carry us through to a point where we are cash flow positive, and that is why we took the step of issuing preferred equity last quarter so that we would not be pressured into a common equity offering in the future. As it relates to the outlook for our burn rate, we are not providing specific guidance. However, remember that Q4 and Q1 historically see weaker demand levels, and there is a risk that the recent increases in COVID cases throughout much of the US could lead to municipalities rolling back the operating guidelines that have allowed us to reopen. While we will continue to do everything within our power to minimize loss and maximize profitability, I encourage you to consider that sequential revenue and profit growth could prove challenging in the next two quarters. We updated our analysis of breakeven profitability and estimate that on whole, the portfolio will achieve breakeven profitability at 25% occupancy on a gross operating profit basis and 40% on a net operating income basis. This is about 500 basis points lower occupancy than our original -- or I should say, our earlier estimates of breakeven occupancy. The average daily rate assumed in this analysis is approximately 20% to 25% decline from 2019 levels. Individual hotels can, of course, vary from the average. We ended the third quarter with $111 million of cash and over $300 million of undrawn capacity on our revolver. We executed a $119 million, 8.25% Series A preferred offering in August and elected to use $50 million of the proceeds to pay down our revolver, which remain available to us, and retain the remaining net proceeds from the offering in cash. At the end of the quarter, we had $605 million of non-recourse mortgage debt at a weighted average interest rate of 4.2% and $500 million of bank debt, comprised of $400 million of unsecured term loans and just under $100 million drawn on our unsecured revolving credit facility. As you've heard me say many times in recent months, our debt composition and maturity schedule is perhaps our balance sheet's greatest strengths. In general, banks are reluctant to commit new capital at this time, and they are keenly focused on: one, curtailing over-reliance on bank debt; and two, addressing 2020 to 2022 maturities without meaningfully impairing existing liquidity. Not surprisingly, these factors are the impetus for many travel and leisure companies entering the high-yield bond market, and I expect those conditions will remain a driver for capital markets activity in the industry in 2021. For DiamondRock, bank debt is less than 50% of our net debt and net debt is just 22% of our estimated replacement cost of our hotels. We have just one mortgage maturity in early 2022, which has an extension option. More critically, our revolver matures in 2023 and our term loans mature in 2024. Each has extension options, too. In short, we are not seeking new debt capital commitments from our lenders at this time. We believe these facts, in combination with our strong liquidity and declining burn rate, greatly improve the likelihood DiamondRock can avoid the issuance of dilutive capital and pivot to offense at the appropriate time. With that, I will turn the floor back over to Mark. In late August, we announced a sweeping transaction with Marriott International that has several features. Let me hit the highlights of that deal. Most significantly, we converted five of our managed hotel contracts to franchise agreements. These conversions were completed in September, and we have engaged a variety of leading third-party managers that are uniquely suited to each asset. In addition to the 50 basis point to 100 basis point improvement in residual cap rate for the five hotels that generally [Indecipherable] to franchise properties, we believe the change will produce approximately $2 million of incremental profit on stabilized cash flows. We've already started reaping benefits from the change, as we consolidated finance and management roles in Alpharetta, Denver, Sonoma and Charleston that will yield almost $400,000 of annual savings. The second biggest value creator from the deal is a new franchise agreement to up-brand the Vail Marriott Resort to a Luxury Collection brand upon completion of the renovation next year. As you recall, we had undertaken the renovation of this hotel to a luxury standard over the past few years, and the lobby renovation next year is the final phase. We expect it to be done in late 2021 in time for the ski season. Consistent with prior expectations, we estimate this repositioning and sale could result in $3 million of incremental EBITDA, given the significant rate differential that exists today between the resort as a Marriott and the luxury competitive set. The third benefit of the deal is that we have the right, but not the obligation, to convert the JW Marriott Cherry Creek to a Luxury Collection brand with a small renovation. We are currently reviewing the ROI on this opportunity. The final benefit to us is that we secured an explicit right to terminate the Autograph Collection franchise agreement encumbering the Lexington Hotel for a termination fee. We believe that this improves the residual cap rate of the property by greatly expanding the universe of potential buyers. In the aggregate, we calculate that the sweeping agreement adds at least $50 million of net asset value to the DiamondRock portfolio. No cash payment was associated with this agreement. Instead, DiamondRock agreed to standard renovation scopes that will be completed over the next three to five years for the converted hotels at cost generally consistent with our normal internal expectations. In addition, we provided franchise extensions at our Westin D.C. and Westin San Diego properties at market terms, ensuring that these hotels will remain dominant hotels in their respective markets. The second announcement we made in late August was the addition of Mike Hartmeier to the Board of Directors, effective October 2020. Mike is one of the most experienced lodging M&A bankers in the industry, and we believe he will be a valuable, unbiased voice in the boardroom to pursue options that maximize value for shareholders. Turning to our outlook, while we saw improvement in the third quarter, we do not expect the industry to significantly rebound until there is a healthcare solution to the pandemic. Our current view is that at least one of the 11 vaccines in Phase III trials could announce positive findings in the next 90 days with broad distribution by mid-2021. This, in combination with improved patient outcomes and broader acceptance of safety protocols such as social distancing and wearing masks, should lead to increasing travel activity and improving financial performance. Once profitability is restored, we expect to see a handful of well-capitalized lodging platforms pivot to exploit what could be an extended period of accretive investment opportunities. We have a solid balance sheet to allow us to withstand the substantial downturn and then pivot to offense at the right time. We have great assets, strong industry relationships and an experienced management team that has successfully weathered numerous prior downturns over the prior 30 years. ","q3 adjusted ffo loss per share $0.22. is not providing updated guidance at this time. " "Joining me on the call today are Gene Lee, Darden's Chairman and CEO; Rick Cardinas, President and COO; and Raj Vennam, CFO. Any reference to pre-COVID when discussing second quarter performance is a comparison to the second quarter of fiscal 2020. This is because last year's results are not meaningful due to the pandemic's impact on the business and the limited capacity environment that we operated in during the second quarter quarter of fiscal '21. We plan to release fiscal 2022 third quarter earnings on Thursday, March 24 before the market opens followed by a conference call. Gene will share some brief remarks, Rick will give an update on our operating performance and Raj will provide more detail on our financial results and an update to our fiscal 2022 financial outlook. Sales trends remained strong throughout the quarter, as all our brands stayed laser focused on creating memorable guest experiences. Despite the toughest inflationary environment we've seen in years, we achieved strong profitable sales growth. Our ongoing success navigating the pandemic is a testament to the power of our strategy, driven by our back to basics operating philosophy and the strength of our four competitive advantages. Our disciplined commitment to our strategies allow us to manage this environment well, while returning significant cash to our shareholders. People and product will continue to be our focus and Rick will share more details about that in a minute. Additionally, our teams have done a great job managing inflation effectively and Raj will provide more color on that during his remarks. Holidays are the busiest time of year for our restaurant teams as they delight our guest and help create lasting holiday memories. This time of year is also a great reminder that being of service is at the heart of our business, which is why we're committed to serving our guests, our team members and our communities. One of the ways we serve our communities is by helping fight hunger, this fiscal year, through our foundation, Darden provided $2.5 million to help our partners at Feeding America add refrigerated trucks for 15 food banks to support mobile pantry programs and distribution in communities facing high rates of food insecurity. We are uniquely positioned to help and by leveraging our scale and relationships with partners like Penske Truck Leasing and Lineage Logistics, we're proud to do our part to help get food into the hands of people who need it. Finally, earlier today, we announced that effective May 30th, Rick will succeed me as Chief Executive Officer and will join Darden's Board of Directors. This is the right time for this transition and I look forward to continuing to serve as Darden's Chairman. Our company is in a clear position of strength and this is also the right time for me and my family, I'm excited for Rick, who has been a tremendous partner over the last seven years and is one of the best strategic thinkers I've worked alongside. Our brands have tremendous opportunity ahead of them and Rick is the perfect person to lead Darden into the next chapter. It is an honor to be appointed Darden's next Chief Executive Officer and I'm grateful to Gene and the Board for their confidence in me. It is humbling to lead 170,000 outstanding team members, who nourish and delight everyone we serve. I was incredibly fortunate to work with each of Darden's CEOs. So, I have a strong appreciation for the legacy of leadership I'm inheriting. By upholding our commitments to operational excellence and maximizing the power of the Darden platform, we will continue to execute our strategy to drive growth and shareholder value. Turning to the quarter. Our restaurants continue to execute at a high level. Our focus on simplifying operations to drive execution remains our top priority, which is why we once again paused any new initiatives during the quarter in order to eliminate distractions and allow our operators to focus on running great shifts. This pause also ensures they can zero-in on people and product as we navigate through the current staffing and supply chain challenges. From a people perspective, we feel good about the progress we've made on the staffing front. Across our brands manager staffing levels are above historical norms and team member staffing levels continue to improve. Our new hiring system has made it easier to source talent, giving our management teams more time to focus on successfully onboarding and training new team members. We also continue to invest in our team members further strengthening our industry leading employment proposition. Earlier this year, we committed to increasing the minimum hourly earnings for our restaurant team members to $12, which includes income earned through gratuities by January 2023. However, given the strength of our performance, we are accelerating that timing to January 2022. This primarily impacts entry level roles, such as hosts, busters [Phonetic] and dishwashers. And with this change, we expect our restaurant team members will earn on average approximately $20 per hour. Our people are the key to our performance. We work hard to be the employer of choice in our industry and we're proud that our retention rates for managers and team members are both in the top quartile. And we will continue to invest in them to retain and attract the best talent in the industry. On the product side, our supply chain team continues to do a great job making sure our restaurants have the products they need to serve our guests. Our inventory levels are strong and the team's ability to meet the needs of the business can be seen in the fact that we shipped more cases in the last two quarters than at any time during Darden's history. The ability to maintain supply continuity for our restaurants minimizes distractions and allows our operators to focus on executing at the highest level, whether our guests or in our dining rooms or enjoying the convenience of to-go. During the quarter to-go sales continued to benefit from the strength of our digital platform. This platform not only makes it easier for our teams to execute, it makes it more convenient for our guests to visit, order, pay and pick up. Off-premise sales accounted for 28% of total sales at Olive Garden and 15% of total sales at LongHorn Steakhouse. Digital transactions accounted for 60% of all off-premise sales during this quarter and 11% of Darden's total sales. Finally, we successfully opened 12 new restaurants during the quarter, including a flagship Yard House in Time Square with minimal staffing challenges. The time to build a new restaurant is longer today than it has been historically and we are also beginning to see longer lead times for kitchen equipment and technology hardware. Regardless, we remain on track to open approximately 35 to 40 new restaurants this fiscal year. I also want to recognize our team members in our restaurants and our support center for your tireless efforts in creating exceptional experiences for our guests. I wish you all a safe and happy holiday season. Total sales for the second quarter were $2.3 billion, 37% higher than last year, driven by 34.4% same restaurant sales growth and the addition of 34 net new restaurants. Average weekly sales grew by more than 7% compared to pre-COVID. Diluted net earnings per share from continuing operations were $1.48. Total EBITDA was $335 million, resulting in EBITDA margin of 14.7%. The significant business model improvements we made over the past year and half combined with strong sales resulted in margin growth of 270 basis points compared to pre-COVID. We expect this to be the highest quarterly EBITDA margin growth this fiscal year as this quarter has the most opportunity given its low seasonality. We continue to return significant cash to shareholders paying $143 million in dividends and repurchasing $266 million in shares, totaling over $400 million of cash returned to investors in the quarter. And while we're happy with our performance, cost pressures continue to exceed our expectations on both commodities and labor with total inflations of 6% this quarter. Our teams continue to demonstrate agility in managing through this environment. This quarter we implemented several mitigating actions to preserve the strength of our business model, while balancing the impact of our guests and team members. One of these actions was taking additional pricing. For the second quarter, total pricing was 2% and we expect back half pricing to approach 4%, resulting in total pricing of just under 3% for the full fiscal year. We continue to execute our strategy of pricing significantly below our overall inflation to strengthen our value leadership position by leveraging our scale. This level of pricing covers most of what we consider to be the structural and long lasting impacts of the current inflationary environment and absorbing what we consider to be more short-term fluctuations, while providing future flexibility should there be a need. For the rest of the fiscal year, we expect commodity and labor inflation to peak in our third quarter and then start to slow down as we enter the fourth quarter and lap commodities inflation of 4.3% in the fourth quarter of last year. Now turning to our P&L and segment performance for the second quarter. We're comparing against pre-COVID results in the second quarter of 2020 which we believe are more comparable to normal business operations and with how we've been framing our margin expansion opportunity. For the second quarter, food and beverage expenses were 220 basis points higher, driven by elevated commodity inflation of 9%, as well as investments in food quality, portion size and pricing significantly below inflation. Restaurant labor was 90 basis points favorable, driven by sales leverage and efficiencies gained from operational simplifications and was partially offset by elevated wage pressures. Hourly wage inflation during the quarter was almost 9%. Restaurant expenses were 130 basis points lower due to sales leverage, which more than offset higher utilities costs. Marketing spend was $44 million lower, resulting in 230 basis points of favorability. As a result, restaurant level EBITDA margin for Darden was 18.8%, 230 basis points better than pre-COVID levels. G&A expense was 40 basis points lower, driven by savings from the corporate restructuring in fiscal 2021, a decrease in mark-to-market expense and sales leverage. Turning to our segment performance. Second quarter sales at Olive Garden increased 5% versus pre-COVID, strong performance, especially as we were wrapping against nine weeks of never-ending possible. This sales growth combined with the business model improvements at Olive Garden helped drive a segment profit margin increase of 320 basis points even while offsetting elevated inflation. LongHorn continued its strong sales growth with an increase of 22% versus pre-COVID. However, inflationary pressures including double digits for commodities were at their highest level in the second quarter, resulting in reduction of segment profit margin by 80 basis points. Sales at our Fine Dining segment increased 22% versus pre-COVID as this segment continues to see a strong rebound in performance. Segment profit margin grew by 140 basis points, driven by strong sales leverage and operational efficiencies, which more than offset double-digit commodities inflation. Our other segment grew sales by 7% versus pre-COVID and segment profit margin by 250 basis points. This segment continues to perform well and we're pleased to see the business model transformation persist. Finally, turning to our financial outlook for fiscal 2022, we updated our outlook for the full year to reflect our performance year-to-date and our expected performance for the remainder of the year. We now expect total sales of $9.55 billion to $9.7 billion, representing growth of 9% to 11% from pre-COVID levels, same restaurant sales growth of 29% to 31% and 35 to 40 new restaurants. Capital spending of approximately $425 million, total inflation of approximately 5.5% with commodities inflation between 7% and 8%, total restaurant labor inflation between 6% and 6.5% which includes hourly wage inflation approaching 9%. EBITDA of $1.55 billion to $1.6 billion and annual effective tax rate of approximately 14% and approximately 130 million diluted average shares outstanding for the year. All resulting in diluted net earnings per share between $7.35 and $7.60. This outlook implies EBITDA margin growth versus pre-COVID similar to our previous outlook of 200 to 250 basis points with flow-through from pricing and higher sales helping offset elevated inflation. ","darden restaurants q2 earnings per share $1.48 from continuing operations. q2 earnings per share $1.48 from continuing operations . sees 2022 total sales of approximately $9.55 to $9.70 billion. sees 2022 same-restaurant sales versus. fiscal 2021 of 29% to 31%. sees 2022 diluted net earnings per share from continuing operations of $7.35 to $7.60. qtrly blended same-restaurant sales increase of 34.4%. " "Joining me on the call today are Gene Lee, Darden's CEO; and Rick Cardenas, CFO. We plan to release fiscal 2021 first quarter earnings on September 24 before the market opens, followed by a conference call. It has been 14 weeks since our last earnings call. I don't know about all of you, but it's felt more like 14 months. So much has happened. Over the past three months, our businesses -- our business changed in ways we never imagined. Then Rick will share some of our fourth quarter and year-end results and provide our outlook for the first quarter. When I look back on all that has transpired, one thing that stands out is the resiliency of the full-service dining industry. Prior to the pandemic, total annual sales for the casual dining industry was approximately $108 billion. And while I do not know how long it will take the industry to recover from the significant impact it experienced, I am confident that this category will get back to the size it once was. Our industry plays a vital role in our communities, and that was evident in how the consumer relied on restaurants over the last several months, even in a To Go only environment. And while on-premise will continue to play an important role as we recover, we know that the consumer still wants to enjoy and in-restaurant experience. In fact, going out to a restaurant with friends and family is the number one activity consumers say they look forward to doing as the economy opens back up. And we've seen that as our dining rooms reopen across the country. As this vital industry continues to rebuild, there's tremendous opportunity to increase market share through increased on-premise demand and incremental off-premise sales. Those executing at the highest level are going to continue to win, and Darden is well positioned to take advantage of the opportunity. When we last spoke in March, we knew the pandemic was going to have a significant impact on our business. Our ability to manage through this crisis has been driven by our commitment to prioritize guest and team member safety, invest in our team members, provide frequent and transparent communication, leverage our digital platform, and be brilliant with the basics. The health and safety of our guest and team members has always been our top priority, and we have taken a number of steps to create a safe environment in our restaurants. From sourcing mask and other personal protective equipment for our team members, to developing a contactless curbside pickup process, our brands -- at our brands while dining rooms were closed. We are mindful of the trust our guest and team members place in us. Today, our health and safety commitments are focused on team member health checks, personal protective equipment, enhanced sanitation processes, social distancing and frequent hand-washing. We also provide paid sick leave for all our team members so they can stay at home if they are real [Phonetic]. But we can't do it alone, and that's why we encourage our guests to join the online wait list or make reservations, not enter our restaurants if they are symptomatic, wear a mask and utilize contactless or mobile payment options where available. We continued to invest in our team members as our dining rooms closed. In addition to rolling out permanent paid sick leave, we introduced a three-week emergency pay program that provided nearly $75 million of pay during the fourth quarter for our hourly team members who could not work. When emergency pay ended, we covered insurance payments and benefit deductions for hourly team members who were furloughed. As we brought hourly team members back to work to support increased To Go volume, we introduced an additional payment to help cover unexpected costs such as transportation and child care incurred as a result of the pandemic. And to recognize the unbelievable work our managers did during the quarter, we paid their target bonus for the fourth quarter. We know our people are our greatest competitive advantage. Not only were these investments the right thing to do to take care of our team members, they've also created a deeper loyalty and strengthened engagement, while we've seen this pay off as we bring our people back to work. Communication is the most important aspect of leadership during a crisis. We knew frequent and transparent communication with our team members and investors was important. Beyond daily meetings with all of our brand Presidents, who in turn met with their operational leaders on a daily basis, we have maintained a consistent communication cadence with our team members. Since this crisis began, I've provided regular business updates to our people and had been open and honest about the impacts to our business and consequently the impacts to them. We took the same approach with our shareholders and the analysts by providing four business updates during the quarter. The pandemic accelerate the consumers' desire for convenience, and we saw a significant increase in digital engagement. The work we have done over the past few years, investing in our digital platform to reduce friction, prepared us to quickly adapt to consumer behavior and deliver on their expectations of convenience in a To Go only environment. During this time, we have strengthened our digital platform and made meaningful progress against our digital strategy. In addition to improving the guest experience across our digital channels, our strategy is focused on using technology to help our guest easily order outside and inside the restaurant, improve the wait to be seated, streamline the order pick-up process and speed up how they pay. We've been building on our digital platform to support increased demand, and we certainly tested like never before. During the quarter, online ordering at Olive Garden grew by more than 300% over prior year and accounted for 58% of To Go sales. At LongHorn, online ordering grew by 400% and accounted for 49% of the gross sales. Additionally, we accelerated our timeline and rolled out online ordering at our brands that had not yet deployed it. We also added the ability to order alcohol online for all of our brands and markets where that was allowed. Our commitment to being brilliant with the basics allowed us to remain focused on operational execution, even as the environment forced us to radically change how we serve our guest. Each one of our brands did a phenomenal job delivering a new guest experience by collaborating and sharing best practices. This involved creating contactless curbside pickup that included designing what was essentially a drive-through in our parking lots. Flawless [Phonetic] execution in this environment meant enabling our guests to order and pay online and have our team members seamlessly place their sealed orders in their vehicles. Our operators displayed tremendous innovation, flexibility and passion as they continued to serve our guests. And to ensure we consistently executed at the highest level, we took the opportunity to streamline our menus and improve our processes and procedures. With these changes, we are seeing improvements in execution and direct labor productivity. So, what have we learned from all this? We've learned a lot, but most importantly, this situation has reinforced that our strategy that we developed five years ago, grounded in our back to basics operating philosophy, leveraging our four competitive advantages and cultivating a portfolio of iconic brands, is still the right one today. Strong brands with loyal guests have fared better, and the trust we have earned from our guest is critical. Being brilliant with the basics by consistently delivering exceptional food, service and atmosphere is imperative. However, we know how important safety and cleanliness are to our guests right now, and we must continue to earn their trust every day. And throughout this unprecedented time, we have benefited greatly from our four competitive advantages: our significant scale, our extensive data and insights, our regular strategic planning, and our culture. Whether sourcing PPE for our team members, ensuring we're not impacted by supply chain issues or sharing best practices across eight brands, the ability to leverage our scale has allowed us to quickly react to constant change. Finally, as I said earlier, we know our people are our greatest competitive advantage, and I'm impressed by how our team members responded and continue to respond to take care of our guests and each other. Having a strong culture has been part of our DNA since we were founded. We were able to keep the majority of our managers employed, and we stay connected with our furloughed hourly team members. This allowed us to bring our people back quickly and get our dining rooms open safely without any delays. We have also brought 60,000 furloughed restaurant team members back to work, and we expect to bring at least another 40,000 back as business continues to improve. I'm incredibly proud that our culture has actually strengthened during this most difficult period in our company's history. This, above all else, is what gives me confidence in Darden's future. Fiscal 2020 was on track for a solid year of performance, and the beginning of Q4 was no different. The first few weeks of sales were strong. And then, nearly overnight, the impact of COVID-19 required us to pivot toward a To Go only format. This posed unprecedented challenges for our restaurant and support center teams, and I am proud of how everyone moved quickly to increase To Go sales, reduce costs, manage working capital and improve efficiency. The simplifications Gene referenced helped reduce key variable expenses in our restaurants, especially direct labor. The teams also worked to reduce or eliminate other fixed costs in our restaurants and restaurant support center, as well as eliminate non-essential capital spending. Given the significant reduction in cash flow, we also had to work quickly to ensure we had enough cash for whatever might occur. During the quarter, we suspended the dividend and share repurchases, fully drew down our $750 million credit facility, took out a $270 million term loan and raised over $500 million in a follow-on equity offering. All these efforts and the strong loyalty of our guests resulted in us tripling our prior To Go sales run rate averages and materially reducing our cash burn as we disclosed to you through our periodic business updates. Given the confidence in our cash flow trends and the ability to access it in the future, we fully repaid our credit facility in early May. Now turning to the results, the total sales were $1.3 billion, a decrease of 43%. Same restaurant sales decreased 47.7%, and adjusted diluted net loss per share was $1.24. Because of the significant reduction in total sales compared to last year, all of the expense lines experienced sales deleverage. So, I'll just touch on a few highlights. First, food and beverage costs were higher as a percent of sales, given menu mix related to both To Go mix and simplified menus, as well as increased packaging expense and elevated beef costs. As we look at the labor line, there was significant deleverage in management labor, including approximately $25 million in manager bonuses. However, we saw an improvement in hourly labor as a percent of sales of over 150 basis points, even with a substantial reduction in sales. Restaurant expenses per operating week decreased over 20%, given our focus on cost management, even as we incurred over $5 million in incremental cleaning supplies and PPE related to COVID-19. For marketing and G&A expense, we were able to reduce the absolute spend by $37 million and $17 million respectively versus last year. Included in our restaurant labor and to a small extent G&A is approximately $50 million of investments net of retention credits. This was related to emergency and furlough pay for our team members while they were not working. This negatively impacted our earnings per share by $0.30, which was not adjusted out of reported earnings. During the quarter, we impaired $390 million of assets as a result of lower sales, reduced profitability and lower market capitalization. The impairments related to $314 million of Cheddar's goodwill and trademark assets, $47 million of restaurant level assets and $29 million of other assets. We permanently closed 11 restaurants in the quarter, six of which were already impaired. The entire $300 million -- $390 million of impairment charges were adjusted out of our reported earnings. We ended the quarter with $763 million in cash and another $750 million available in our credit facility. This gives us over $1.5 billion of liquidity available to weather the crisis and make appropriate investments to grow profitably. Our adjusted debt to adjusted capital at the end of the quarter was 61%, well within our debt covenant of 75%. As we shifted to an off-premise only model, we took a disciplined approach to pursue sales opportunities with an eye toward incremental profitability and cash flow, by focusing on cost management and the guest experience, while ensuring our team members were taken care of. This approach resulted in a better finish to Q4 than anticipated and is the underpinning for the strength of our business model that is reflected in our first quarter financial outlook. Now, turning to fiscal 2021 performance, in today's release, we provided quarter-to-date same restaurant sales and the performance of our restaurants with dining rooms at least partially open. These results are encouraging. With last week's blended same restaurant sales down 30%, we are operating cash flow positive at these levels. Our To Go sales remain elevated in restaurants with dining rooms at least partially reopened. Olive Garden To Go sales are approximately double their pre-COVID averages and LongHorn has more than tripled their pre-COVID averages in these restaurants. While it is our normal practice to provide an annual financial outlook, due to the uncertainty in business performance moving forward, we are only providing an outlook for the first quarter. We expect to achieve approximately 70% of prior year sales levels, total EBITDA of at least $75 million and diluted net earnings per share of greater than or equal to zero on a diluted share base of 131 million shares. At this point, we don't intend to further share intra-quarter business updates since we have provided our first quarter outlook. For the full year, we intend to open between 35 and 40 net new restaurants. Our first opening of the year is expected to be in early July with a few others likely to be opened by the end of the first quarter. In total, we expect between $250 million and $350 million of capital spending for fiscal '21. Turning to other aspects of capital allocation, as you recall, we suspended our dividend last quarter due to the level of cash flow uncertainty and the need to preserve as much cash as possible. We have been consistent in our commitment to returning cash to shareholders, and our dividend is a big part of that. As soon as we see the business begin to generate the sustainable cash flows to support a dividend and repay our term loan, we will have discussions with our Board on our dividend policy. Dave will celebrate his 65th birthday later this year, and we've been discussing this transition for some time. Dave and I have been partners on this journey for 23 years. He was a joint venture partner for LongHorn when I joined [Indecipherable] in 1997. I still remember the first time I met him. We were going to visit his restaurants, so he picked me up at the airport in his Volvo with no air conditioning in the North Carolina heat. I knew at the end of the day that Dave was a special operator. I wasted no time. We bought out his interest in this joint venture and brought him into the Company. Over the last 23 years, Dave has been successful in every one of his leadership positions. He has led three of Darden's iconic brands: The Capital Grille, LongHorn Steakhouse and Olive Garden. And most recently, he served as our Chief Operating Officer. He built great teams and became a mentor to many operators and executives. His can-do approach and attitude permeates throughout Darden and each of our brands today. For many of the last 23 years, Dave and I have had lunched together on Monday to discuss what happened in the previous week and talk about what needed to get done going forward. Not much has changed over those 23 years, except today, we order salads instead of two or three entrees each. I'll miss seeing him when I walk into the room on these days. Unfortunately, because of COVID-19, our conference has been postponed until next year. We will however be inviting Dave to our conference in 2021, and he has committed to come so we can celebrate all he has done for Darden and for many of you. And as I've said to you repeatedly, your ability to adapt, innovate and collaborate during this time has truly been inspiring. ","q4 sales $1.27 billion versus refinitiv ibes estimate of $1.24 billion. q4 adjusted non-gaap loss per share $1.24 excluding items. darden restaurant - expects to open 35-40 net new restaurants and have total capital spending of $250 to $300 million in 2021. sees q1 total sales of approximately 70% of prior year sales. darden restaurant - qtrly negative blended same-restaurant sales of 47.7%. darden restaurants - with over $750 million of cash on hand as of june 22 & access to $750 million credit facility, has access to over $1.5 billion of liquidity. " "I have a lot of positive updates to share with you today. I'll be giving you an update on our 2021 performance and an overview of our long-term plan. Dave will then provide details on our financials. So, let's start on slide 4. On the second quarter call, I said that we were having a strong start to the year. And with three quarters of 2021 behind us, that description is still on the mark as we continue to deliver for our team, customers, communities and investors. This progress in 2021 positions us well for our future growth. DTE continues to be recognized for our engagement by Gallup with our ninth consecutive Great Workplace Award. In addition, we remain committed to our focus on diversity, equity, and inclusion. Switching over to our customers, as you know, our service territory experienced some major storms. This summer, we had 12 storms, with five having over 100,000 outages. It is something we have never seen at DTE's history. Our crews worked countless hours to restore power to our customers and for that, I am very grateful. We understand how important it is to provide reliable power and are committed to making continuous improvements as part of our service excellence efforts for our customers now and into the future. We have accelerated our efforts in the most impacted communities, including Wayne, Oakland, and the Washtenaw counties. In an effort to accelerate our preventative maintenance, we are increasing our tree trimming workforce from 1,200 to almost 1,500 people, and our overhead line workforce from 850 to over 1,000 people. We made the decision to invest an additional $70 million in our tree trimming program from 2021 to 2023 as over two-thirds of our outages are tree-related. Additionally, we have been making significant investments and increasing our focus on grid reliability. We are advancing our efforts to get trees off the wires and deliver clean, safe, and reliable energy, all while focusing on service excellence for our customers. We filed the distribution grid plan with the Michigan Public Service Commission in September. The plan addresses the long-term investment strategy that prepares our grid for the eventual electrification of transportation and addresses the increasingly severe weather patterns that we have seen in our service territory. Moving on to our communities, we are continuing our commitment to provide cleaner, more reliable energy. We have partnered with Washtenaw County to build our first MIGreenPower community solar project. The 20-megawatt facility will be the largest of its kind in the area. On the investor front, we continue to have a strong financial year and are well-positioned to deliver growth. As you'll see in our 2022 outlook and our five-year plan, we are on track to deliver 5% to 7% earnings per share growth through 2026 and dividend growth in line with our earnings per share growth. 2021 is shaping up to be a very successful year. We are raising the midpoint of our operating earnings per share guidance from $5.77 to $5.84 per share. This is 14% growth in earnings per share from our original 2020 guidance. And I feel very confident that you'll see a final 2021 number that is at the higher end of our new operating earnings per share guidance range. I am proud that we're able to deliver these results while we continue to keep our electric base rates flat throughout most of 2022. We have not increased our electric base rates since May of 2020, and we don't plan to file our next electric rate case until early next year. For 2022, we are providing an operating earnings per share early outlook range of $5.70 to $5.97 per share. Even with the area -- earnings rolling off at the end of this year, we continue to deliver 6% growth from the 2021 original guidance midpoint. We will work toward hitting the higher end of that range as we have done in the past. Today, we are also announcing a 7% increase for our 2022 annualized dividend, in line with the top end of our operating earnings per share growth target. As I mentioned on the last quarter call, we retired the River Rouge power plant this year and plan to retire Trenton Channel and the St. Clair power plants in 2022. This is nearly 2,000 megawatts of coal retirements or 30% of our coal generation fleet. And in this quarter, we made another significant step toward our goal of reducing carbon emissions. We announced that we'll be ceasing coal use at Belle River by 2028, two years earlier than originally planned, and preparing also to file an updated integrated resource plan in the fall of 2022, almost one year earlier than planned. We look forward to working with all stakeholders to address ways to further accelerate decarbonization, while always maintaining affordability and reliability for our customers. Now, moving over to non-utility side, we are renaming our Power and Industrial segment to DTE Vantage. Through our unique vantage point, we are helping customers transform the way their energy is produced and manage to be substantially cleaner and more efficient. The name DTE Vantage better reflects our position in bringing an innovative cleaner energy solutions to our customers. Over the five-year plan, our utilities continue to focus on our infrastructure investment agenda, especially investments in cleaner generation and investments to improve reliability and the customer experience. Our updated five-year utility plan is $18 billion, which is $1 billion higher than the prior plan. Over 90% of our five-year investment plan will be at our two utilities. Investments in our non-utility business are strategically focused on our customers' needs and aligns with our aggressive ESG initiatives. Overall, we have a robust total investment agenda of $19.5 billion over the next five years. And as always, we continue to look for ways to bring more capital into the plan to advance our Clean Vision Plan and further improve reliability for our customers while maintaining affordability. At DTE Electric, we announced our plan to accelerate decarbonization by ceasing coal use at the Belle River Power Plant by 2028, reducing carbon emissions by 50% two years earlier than originally planned. This is another step toward our goal of net zero carbon emissions. Additionally, we expect to file our integrated resource plan in the fall of 2022, one year earlier than planned. By making this important generation decision now DTE continues to accelerate our journey toward cleaner energy generation that is affordable and reliable for the customers and communities we serve. The $1 billion increase in our DTE Electric five-year plan is driven by distribution infrastructure investments, preparing our grid for electrification, and hardening initiatives, an increased cleaner energy investment due to our voluntary renewable program, which is still exceeding our high expectations. This quarter, we have partnered with Washtenaw County to build our first MIGreenPower solar project. Overall, the MIGreenPower program, which is one of the largest in the nation, continues to grow at an impressive rate. So far, we have reached over 950 megawatts of voluntary renewable commitments with large business customers and over 40,000 residential customers. We have an additional 400 megawatts in advanced stages of discussion with future customers. For our distribution infrastructure renewal, we are supporting electrification and a load growth with infrastructure redesign, improving circuit reliability and reducing restoration times with system hardening and enabling a smarter grid with advanced technology and automation. This $15 billion investment over the next five years supports our long-term operating earnings growth of 7% to 8% at the electric company. And, now, let's discuss the opportunity at our gas utility on slide 8. At DTE Gas, we are on track to achieve net zero greenhouse gas emissions by 2050. Earlier this year we announced our new Natural Gas Balance program. This program provides the opportunity for customers to purchase both carbon offsets and renewable natural gas to enable them to offset up to 100% of the carbon from their natural gas usage. We are proud of how fast this program is growing. Earlier we have over 4,000 customers subscribed, and we look forward to seeing it become as successful as our voluntary renewable program at DTE Electric. Overall, at DTE Gas, we are planning on investing $3 billion over the next five years to upgrade and replace aging infrastructure with potential upside to the plan of $500 million. Along with our pipeline integrity and main replacement investments, we are investing an innovative technology and products that will reduce methane emissions and the carbon footprint for our company. Overall, we expect our long-term operating earnings growth to be 9% at DTE Gas. As I mentioned earlier, we renamed our P&I business to DTE Vantage. We are planning on investing between $1 billion to $1.5 billion at this segment over the next five years. We are targeting operating earnings of $85 million to $95 million in 2022, growing to $160 million to $170 million in 2026 with approximately 80% of the operating earnings in this business coming from decarbonization-related projects. As the REF business sunsets at the end of this year, we continue to see additional opportunities in renewable natural gas and industrial energy services. Earlier this year, we told you about a new RNG project in South Dakota, which is now under construction and is slated to start up in the second quarter of next year. We commenced construction on another Wisconsin RNG project in the third quarter and entered into an agreement for an additional RNG project, which will be our first project in New York. In aggregate, these three projects will serve the vehicle fuel market, producing over 500,000 million Btus of RNG per year, with 100% of the production offtake contracted long-term. There has been strong RNG market growth supported by the Federal Renewable Fuel Standard and California's Low-Carbon Fuel Standard. We are uniquely positioned to capitalize on a growing preference for efficient energy, with the opportunity to implement coal generation systems, especially as manufacturing plants continue to open up nationwide. This also puts us in a very good position to explore additional decarbonization opportunities, including carbon capture and storage. Dave, over to you. Let me start on slide 10 to review our third quarter financial results. Total operating earnings for the quarter were $334 million. This translates into a $1.72 per share. You can find a detailed breakdown on our earnings per share by segment including a reconciliation to GAAP reported earnings in the Appendix. I'll start the review at the top of the page with our Utilities. DTE Electric earnings were $342 million for the quarter. This was lower than the third quarter of 2020 primarily due to cooler weather in 2021 and higher storm cost, partially offset by higher commercial sales. Moving on to DTE Gas, operating earnings were $10 million lower than the third quarter last year. The earnings decrease was driven primarily by higher O&M expenses and rate-based growth costs, partially offset by the rate implementation. Let's keep moving down the page to DTE Vantage on the third row. Operating earnings were $73 million. This is $26 million higher than the third quarter of 2020 driven primarily by REF earnings and new RNG projects. On the next row, you can see energy trading had another solid quarter with operating earnings relatively flat quarter-over-quarter. Finally, Corporate & Other was unfavorable $39 million quarter-over-quarter. There are a couple of main drivers for this variance. The largest driver is the timing of taxes, which will reverse in the fourth quarter. We also had a onetime tax item true-up subsequent to the spin of DTE Midstream. As we look forward to the balance of the year, the tax timing adjustments for the first three quarters will result approximately a $50 million favorable reversal in the fourth quarter, so our full-year 2021 results at Corporate & Others is expected to fall within our guidance for that segment. Overall, DTE earned $1.72 per share from continuing operations in the third quarter of 2021. This represents a very strong third quarter, and our year-to-date results put us in a great position for the year. As Jerry mentioned, we are raising the midpoint of our 2021 operating earnings per share guidance from $5.77 to $5.84 per share. Our revised operating earnings per share guidance range for 2021 is $5.70 to $5.98 per share. And with strong year-to-date performance, we expect our full-year operating earnings per share to be biased toward the higher end of this range. This bias to the higher end also reflects the additional investment in reliability as we are investing $70 million to combat extreme weather-related power outages with no impact to our customer bills. Additionally, we've contemplated some further investment opportunities in our businesses during 2021, which positions DTE well for success in future years. Let's move on to slide 12 to discuss our 2022 outlook. We are continuing strong 5% to 7% long-term operating earnings per share growth through some significant milestones. We are converting $1.3 billion of mandatory equity in '22, and the REF business will sunset at the end of 2021. Through this, we'll achieve 6% growth from 2021 original guidance. Our 2022 operating earnings per share early outlook midpoint is $5.84 per share, and we will work toward hitting the higher end of our range of $5.70 to $5.97 per share. In 2022, at DTE Electric Group growth will be driven by distribution and cleaner generation investments. DTE Gas will see continued customer-focused investments in main renewable and other infrastructure improvements to support our capital plan. As we discussed, 2021 is the final year of earnings for our reduced emissions fuels business at DTE Vantage. Approximately $90 million of REF earnings net of associated costs rolls off at the end of the year. This is offset by new project earnings in 2022. 2022 earnings at this segment are largely driven by continued RNG and industrial energy services projects that will serve as a base for growth going forward. At Corporate & Other, the biggest driver in our year-over-year improvement is lower interest expense. This is a result of leveraging the earnings and cash strength in 2021 to opportunistically remarket some higher priced debt. This will provide interest savings in 2022 and future years. We continue to focus on maintaining solid balance sheet metrics. Due to our strong cash flows, DTE has minimal equity issuances in our plan beyond the convertible equity units in 2022, while also increasing our five-year capital investment plan by $1 billion. We have a strong investment-grade credit rating and target an FFO to debt of 16%. Additionally, we are increasing our 2022 dividend by 7% to $3.54 per share. In the third quarter, we completed our liability management plan following the spin of our Midstream business. Using the funds raised from DTM's debt issuance, we repurchased a little over $2.6 billion of corporate debt and incurred approximately $400 million of debt breakage fees associated with the early retirement of this debt. And since this debt was allocated to the Midstream Business in our previous financial statements, you won't see a large decrease in the debt level at Corporate & Other. This liability management plan is NPV-positive, EPS-accretive, and further supports our long-term growth. So, in summary, we feel great about our success so far this year and are confident in achieving our increased 2021 guidance. 2022 is looking good with a 6% earnings per share growth from 2021 original guidance and our increased five-year capital plan supports our 5% to 7% long-term growth, while delivering cleaner generation and increased reliability for our customers. DTE continues to be well-positioned to deliver the premium total shareholder returns that our investors have come to expect over the past decade with strong utility growth and a dividend growing in line with EPS. ","compname reports quarterly operating earnings per share of $1.72. dte energy qtrly operating earnings per share $1.72. revised its 2021 operating earnings per share guidance range from $5.62 - $5.92 to $5.70 - $5.98. compname says provided a 2022 operating earnings per share early outlook guidance range of $5.70 - $5.97. " "Joining me on the call is Byron Boston, Chief Executive Officer, and Co-Chief Investment Officer; Smriti Popenoe, President and Co-Chief Investment Officer; and Steve Benedetti, Executive Vice President, Chief Financial Officer, and Chief Operating Officer. I'm extremely pleased with our first-quarter results, which Steve and Smriti will review in more detail in a minute. Our current total economic return for the quarter was 7.2% on a quarterly basis, and we have generated a total economic return of 34.8% over the last four quarters, averaging 8% per quarter. We achieved this during an unprecedented time in the markets. Most importantly, since this new era in history began in January 2020, we have outperformed our industry and other income-oriented vehicles with a 27.1% total shareholder return as noted on Slide five. Our performance during the first quarter continues to demonstrate that Dynex has the skills and experience necessary to navigate the current environment. The Dynex team relied heavily on our deep experience in managing the embedded extension risk in a mortgage-backed security, and we use this tactical expertise to take advantage of the environment. We created value during the first quarter in four ways. We've managed the existing portfolio, optimized our capital structure, raised equity, and invested capital to generate an excellent return for the quarter. We have been strategically focused on our investment strategy at capital allocation as well as simplifying and enhancing our capital structure. We have been executing the strategy to grow the company to drive operating leverage and to improve our common stock's liquidity while balancing our equity capital. This quarter was unique in providing us the opportunity to raise $128 million in new common equity and invest that capital accretive. We also called our higher coupon preferred Series B, further optimizing the right side of the balance sheet. Both decisions added to earnings and book value in the first quarter and our view -- and in our view, will strengthen our performance over the long term. Now from a macro perspective, we're at a critical inflection point in the global economy as the pandemic evolves in a disparate fashion and the impact of government responses and the vaccine takes hold. We are preparing in our usual disciplined manner for multiple scenarios. And as we have said before, surprises are still highly probable given the geopolitical backdrop. We firmly believe that we can deliver value to our shareholders across multiple market scenarios, as Smriti will elaborate in her comments. This remains a very favorable return environment with funding costs anchored and the curve steeper. We believe the liquidity and flexibility inherent in our agency-focused strategy are essential for a highly uncertain global environment with many complex and interrelated risks. The first quarter continued the excellent performance for the company. For the quarter, we recorded a comprehensive income of $1.76 per common share, a total economic return of $1.38 per common share or 7.2%, and a core net operating income of $0.46 per common share. Overall, total shareholders' capital grew approximately $100 million or 15% during the quarter as we raised $128 million in net common equity through two public offerings, as Byron noted, redeemed $70 million in higher-cost preferred equity and added approximately $36 million in capital from excess economic return over dividends paid. The excess economic return was largely driven by our hedging strategy as we actively managed our position and timed our hedging adjustments as the curve steepened during the quarter, resulting in gains of $166 million, more than offsetting the impact of higher rates in our investment portfolio. Book value per common share during the quarter rose $0.99 or 5.2%. Absent the cost of the equity raises, book value grew approximately 7.5% during the quarter. Core net operating income to common shareholders sequentially improved this quarter to $0.46 from $0.45 in Q4, principally resulting from lower G&A expenses and the reduction in the preferred stock dividend with the redemption of the remaining $70 million in Series B preferred stock outstanding mid-quarter. Average earning assets marginally increased to $4.3 billion as we opportunistically deployed the capital raise throughout the quarter. At quarter-end, leverage was 6.9 times shareholders' equity, and earning assets were $5.2 billion. With the growth in the investment portfolio and the continued favorable conditions for the TBA dollar roll market, we expect sequential core net operating income growth for the second quarter versus the first quarter. Adjusted net interest income was essentially flat as declines in RMBS pool balances were offset by an increase in TBA investments. The adjusted net interest spread was slightly lower at 187 basis points versus 198 basis points last quarter. On the balance sheet, portfolio asset yields and TBA specialness were 12 basis points lower during the quarter, which was partially offset by the benefit from lower borrowing costs, which declined five basis points. TBA drop income increased 33% during the quarter as we more heavily invested in TBAs, but at slightly lower net interest spreads as TBA specialness was lower in the quarter. TBAs continue to offer superior returns versus repo borrowings. And today, our expectations are that adjusted net interest spread will be flat to modestly higher for the second quarter depending on prepayment speeds. With respect to prepayment speeds, the increase was well within the expected ranges during the quarter. Agency RMBS prepayments speeds were 18.4 CPR for the quarter versus 17.1 CPR for Q4, while overall portfolio CPRs, including the CMBS portfolio, were approximately 14 CPR. I will begin with a review of the markets, our performance and then cover our current macroeconomic view and the outlook. And I'm going to bring your attention to the line at the top of the panel that says 10-year treasuries. We've now completed an incredible round-trip in the 10-year treasury yield. As of December 31, 2019, you can see that was at 1.92%. That yield touched something like 50 basis points in the first quarter of 2020, and we've come all the way back to 1.74% at the end of the first quarter. So it's been an incredible round-trip. I just wanted to point that out. The other thing to note here is just the incredible decline in repo rates. Again, on December 31, 2019, repo rates stood at 2%. And now -- one-month repo rate now is sitting in the mid-teens, 14 basis points. So it's -- the curve is steeper, and it's been quite a ride in the markets. For the quarter, two-year treasury rates were up to four basis points, while ten- and thirty-year rates rose eighty-two and seventy-six basis points, respectively. Implied volatility on swaptions broke out of the tight range of sixty to sixty-five where it traded in the second half of last year. It increased to an elevated seventy-five to eighty basis points per day range where it remains today. Shorter tenors were even more elevated during the quarter, which prompted us to rebalance our hedges. As you can see on this chart, MBS OASs were within a range of about fifteen to twenty basis points with even wider ranges when you include intraday volatility. Agency repo rates on the quarter declined seven basis points, and this reflects significant liquidity in the front end, some technical factors that have kept favorable financing costs at record low levels. We had an excellent quarter in which the cost of our two equity raises was more than offset with active management of the balance sheet. As Steve mentioned, book value increased to $1.44 or 7.5% on a gross basis, less $0.45 cost of the capital raises, we get to the net of $0.99 or 5.2% increase reported for the quarter. Roughly 65% of the $1.44 or $0.90 of the book value increase was due to the portfolio positioning from the existing portfolio. MBS performed very well, and our hedges were positioned appropriately for the most. As we explained on last quarter's call, we came into this quarter with a view that a steeper curve was highly probable given vaccine development and deployment, fiscal stimulus, treasury supply, and inflation dynamics. Hedging positions in the long end and options reflected this view, and this view largely played out over the quarter. The other 35% of the book value increase came from the timely deployment of capital from the two raises. As we mentioned last quarter, we expected curve volatility to create opportunities to add assets at attractive returns, and we were able to capitalize on the spread widening that accompanied large moves in interest rates. We're ending the quarter with leverage at 6.9 times, up about 0.5 times from year-end. It's important to understand the numbers behind the leverage. Earning assets actually ended up quarter-over-quarter, almost $1.1 billion higher, including TBAs. The decline in leverage also includes the fact that book value increased and the equity raise also reduced leverage. Peak month-end leverage during the quarter was 7.7 times. So the balance sheet is actually larger, even though the leverage doesn't seem to have been affected as much. So this last quarter, we were active in managing all aspects of our balance sheet, both the left and right-hand side, as Byron mentioned. Our options-based hedges on the long end of the yield curve performed very well, and we actually booked gains and rebalanced into more future-based hedges to navigate the coming quarters. You can see that on Page 11. In terms of repo management, our focus on the technicals was essential this quarter to position our book to be more short-term to take advantage of falling repo rates, and we're now locking in much lower rates into the second and third quarters. Post-quarter-end, we took some profits on our 30- and 15-year MBS TBA positions. We're expecting to reinvest at wider levels. Leverage is about 6.1 times and book value is flat versus quarter-end. Turning now to our near-term macroeconomic view and outlook. We expect a range-bound environment to support MBS valuations with the ability to invest during bulks or volatility. Specifically, declining pay-ups on specified pools, historically low repo rates, and unprecedented dollar roll specialness are unique potential opportunities in our focus. In terms of rates in the curve, the front end is still anchored. The Fed has defined itself as being very patient, having an outcome-based response function versus projection-based. In our view, this means preparing for a more volatile set of outcomes in the longer end of the yield curve as the data begins to flow. And the environment has shifted from rates just moving steeper and higher to more range-bound with possible surprises in both directions. While we think the market eventually evolved into a steeper curve and higher rates, we think it will chop through some range-bound action in the interim. And the implications for Dynex, a range-bound environment is really a great environment to earn carry. And so we spend time on disciplined preparation for more volatility and surprises, we focus on the data, and we believe we'll have chances to add assets at low double-digit returns just as we did last quarter. And eventually, the steeper curve will lead to a higher return environment and wider net interest spreads. In terms of mortgage spreads and returns, Agency RMBS has been very well supported by both bank demand and Fed demand coming into this quarter. We've also had lower net supply, slower prepayment speeds and now we have slightly higher mortgage rates. We expect strong MBS performance to continue, supported by these technical factors. And the implication for Dynex is that book values will be supported by this performance. Any discussion of the taper or technicals where demand starts to fall away from mortgages, we believe, creates investment opportunity and we're well-positioned to take advantage of that. In terms of prepayments, they remain a driver of returns, particularly in higher coupons and in specified pools. The winter seasonal slowdown that typically comes was actually very modest. Interest rates, mortgage rates specifically were lower during the season and the responsiveness of borrowers to low rates now appears to be really strong. So the implication for Dynex here is that our coupon selection and flexibility from moving between TBA and pools will still be a major differentiating factor in creating returns, and we believe, again, provides the opportunity to add assets accretive. Turning to specified pools. On-Page 19, we have a pricing matrix that just goes through by coupon, what happened to various types of specified pools over the quarter. And the first quarter unequivocally was a bad quarter for specified pool pay-ups as interest rates rose. You can see there's been a dramatic decline in pay-ups since year-end, particularly on the higher coupons. And in our opinion, this offers the opportunity to be very strategic and shift between TBA and pools, which is also supported by low repo rates at this point. And finally, just a comment on dollar roll specialness. We expect to see continued specialness in the two and 2.5 coupons well into the third quarter. And the decline in repo rates that we've recently seen has actually made pools more attractive than they were before compared to TBAs. And so we continue to look at that trade-off and invest selectively in spec pools. Over the next few quarters -- last quarter, flexibility and nimbleness were really important, and I think they both remain very key to our success in managing the portfolio. At the current leverage, which I mentioned, we had delivered post-quarter-end and balance sheet size, which is about $1 billion higher versus quarter-end -- versus year-end, we still expect core net operating income to continue to exceed the level of the dividend. And as Steve mentioned, the second quarter will include some accretive benefits of really good dollar roll levels that we have locked in through June. We are looking ahead in the next few quarters the actual data, the potential for a Fed discussion of tapering, possible technical reduction in demand away from the Fed, so perhaps banks stepping away; and overall volatility in the long end of the yield curve to offer opportunities to add assets. We're also watching carefully the evolution of credit markets, particularly the transition from -- for banks to foreclosure in residential and commercial sectors. And we think that there might be some opportunity there, but believe that develops closer to the second half of the year. In terms of leverage, I mentioned we'll continue to manage the portfolio composition and size based on the opportunities in the market. At this point, we're estimating, again, another two to three turns of capacity that offers additional total economic return power of anywhere between 1% to 3%. And just as an example, one turn of leverage invested at 10% economic return is $0.24, which represents a meaningful upside to returns from today. First, let me finish with a couple of thoughts. Our team has always operated with great integrity and unwavering commitment to our values and a focus on supporting our community. Given our fiduciary responsibilities, our highest priorities are to be a reliable steward of capital, transparent in our actions, and good corporate citizens. Dynex is a strong diverse organization, building on a thirty-year vision to create a multi-generational organization that continues to stand the test of time. In our annual report this year, please take a look, we shared our purpose, core values, and vision. We live and breathe these elements in our daily work and believe this is a distinguishing factor for our company. This is reflected in our long-term industry-leading performance as shown on Slides five and six. Dynex has the highest three- and five-year returns, along with the best Sharpe ratio among fifteen peers, comprising agency and hybrid mortgage REITs. Our management team, our Board of Directors, and I are personally committed to investing alongside our shareholders. As we disclosed in the proxy, together, we are among the top five shareholders on a percentage basis in our common stock. Let me leave you with this thought. This continues to be a great environment to generate a strong economic return. We remain optimistic about our future and our prospects for 2021 and beyond. ","q1 non-gaap core operating earnings per share $0.46. " "Going to Slide 2. Today, we have on the call, Drew DeFerrari, our Chief Financial Officer; and Ryan Urness, our General Counsel. Now moving to Slide 4 and a review of our third quarter results. As we review our results, please note that in our comments today and in the accompanying slides, we referenced certain non-GAAP measures. We refer you to the quarterly report section of our website for a reconciliation of these non-GAAP measures to their corresponding GAAP measures. We are living in truly unprecedented and trying times for our country. I could not be prouder of our employees as they continue to serve our customers with real fortitude in difficult times. Now for the quarter, revenue was $810.3 million, a decrease of 8.4%. Organic revenue excluding $8.9 million of storm restoration services in the quarter declined 9.4%. As we deployed 1 gigabit wireline networks, wireless/wireline converged networks and wireless networks, this quarter reflected an increase in demand from one of our top five customers. Gross margins were 18.7% of revenue, reflecting solid overall performance, offset in part by the continued impacts of the complexity of a large customer program. General and administrative expenses were 7.7% reflecting tight cost controls and all of these factors produced adjusted EBITDA of $92.8 million, or 11.5% of revenue and adjusted diluted earnings per share of $1.06 compared to $0.88 in the year ago quarter. Liquidity was strong as cash and availability under our credit facility was $587.1 million, this amount represents our highest level of liquidity ever. Finally, we made significant progress in reducing net leverage as notional net debt declined $110 million during the quarter to $558.7 million, a reduction of over $467 million in just the last four quarters. Now going to Slide 5. Today, major industry participants are constructing or upgrading significant wireline networks across broad sections of the country. These wireline networks are generally designed to provision 1 gigabit network speeds to individual consumers and businesses, either directly or wirelessly using 5G technologies. Additional industry participants have recently stated their belief that a single high-capacity fiber network can most cost-effectively deliver services to both consumers and businesses, enabling multiple revenue streams from a single investment. This view appears to be increasing the appetite for fiber deployments and we believe that the industry effort to deploy high capacity fiber networks continues to meaningfully broaden our set of opportunities as we look forward to calendar 2021. Access to high capacity telecommunications has become increasingly crucial to society in the time of the COVID-19 pandemic, especially in rural America. The FCC RDOF auction currently under way reflects the view of some that the needs of work from home, telemedicine, distance learning and other newly essential applications require dramatically increased rural network investment. We are providing program management, planning, engineering and design, aerial, underground and wireless construction and fulfillment services for 1 gigabit deployments. These services are being provided across the country in dozens of metropolitan areas to several customers, including customers with stated aspirations to initiate broad fiber deployments, as well as customers who appear to be contemplating the resumption of broad deployments and with whom current activity is increasing. These deployments include networks consisting entirely of wired network elements as well as converged wireless/wireline multiuse networks. Potential fiber network deployment opportunities are increasing in rural America as new industry participants respond to emerging societal incentives. Our ability to provide integrated planning, engineering and design, procurement and construction and maintenance services is of particular value to several industry participants. Near-term macroeconomic effects and uncertainty may influence some customer plans. Customers continue to be focused on the possible macroeconomic effects of the pandemic on their business, with particular focus on small and medium business dislocations and overall consumer confidence and creditworthiness. We see some uncertainty in the overall municipal environment as authorities continue to manage the general effects of the pandemic on permitting and inspection processes, and the impact of potential business limitations due to the recent nationwide increase in COVID-19 infections. Overall, we remain confident that our scale and our financial strength position us well to deliver valuable service to our customers. Moving to Slide 6. Despite the effects of the COVID-19 pandemic on the overall economy, we performed well. During the quarter, we experienced increased demand from one of our top five customers. Organic revenue decreased 9.4%. Our top five customers combined produced 71.6% of revenue, decreasing 15.4% organically, while all other customers increased 11.1% organically. Verizon was our largest customer at 17.9% of total revenue or $144.8 million. Revenue from Comcast was $143.6 million, or 17.7% of revenue. Comcast was Dycom's second largest customer and grew 9% organically. Lumen, formerly known as CenturyLink was our third largest customer at 16.6% of revenue or $134.4 million. AT&T was our fourth largest customer at $118.9 million or 14.7% of revenue. And finally, revenue from Windstream was $38.9 million or 4.8% of revenue. Windstream was our fifth largest customer. This is the seventh consecutive quarter where all of our other customers in aggregate, excluding the top five customers have grown organically. Of note, fiber construction revenue from electric utilities exceeded $31 million in the quarter, approaching just less than 4% of total revenue. We have extended our geographic reach and expanded our program management and network planning services. In fact, over the last several years, we have meaningfully increased a long-term value of our maintenance and operations business, a trend which we believe will parallel our deployment of 1 gigabit wireline, direct and wireless/wireline converged networks as those deployments dramatically increase the amount of outside plant network that must be extended and maintained. Now going to Slide 7. Backlog at the end of the third quarter was $5.412 billion versus $6.441 billion at the end of the July 2020 quarter, declining approximately $1 billion. Of this backlog, approximately $2.339 billion is expected to be completed in the next 12 months. The decline in backlog largely reflects further communications during this quarter, regarding the reprioritization and rescoping of the components of a large program and our assessment of the expected pace of another component of the same program. For AT&T, we were awarded maintenance service agreements in Indiana, Ohio, Kentucky, Tennessee, Alabama, Georgia and Florida. Also from AT&T allocating services agreement for Georgia for Frontier Engineering and Construction Services project in New York and Rural Fiber Services agreements in Minnesota, Oklahoma, Tennessee and Mississippi. Headcount increased during the quarter to 14,154. In addition, subsequent to the end of the third quarter, we executed contracts that resulted in our booking in excess of $740 million of backlog. These bookings will be incorporated in our fourth quarter calculation. Going to Slide 8. Contract revenues for Q3 were $810.3 million and organic revenue declined 9.4% for the quarter. Storm work performed in Q3 '21 was $8.9 million compared to none in Q3 '20. Adjusted EBITDA was $92.8 million, or 11.5% of revenue, reflecting 108 basis point improvement over Q3 '20. Gross margins were at 18.7% in Q3 and increased 68 basis points from Q3 '20. Compared to our expectations for the quarter, gross margins were approximately 100 basis points below the midpoint, this variance reflected impacts from customers whose capital expenditures were weighted toward the front half of the calendar year, including a large customer program, offset in part by improvements across the services performed for several of our top customers. G&A expense improved 17 basis points compared to Q3 '20. Non-GAAP adjusted earnings per share was $1.06 in Q3 '21, compared to $0.88 in Q3 '20. The increase resulted from higher adjusted EBITDA, lower depreciation and interest expense, and higher other income from asset sales, offset in part by higher income tax expense. Now going to Slide 9. Our balance sheet and financial position remains solid. Over the past four quarters, we have reduced notional net debt by $467.4 million, included in this decline was a $110.1 million reduction in Q3 from solid free cash flow. We ended the quarter with $12 million of cash and equivalents, $85 million of revolver borrowings, $427.5 million of term loans, and $58.3 million principal amount of convertible notes outstanding. As of Q3, our liquidity was strong at $587.1 million. Cash flows from operations were robust at $111.9 million, bringing our year-to-date operating cash flow to $279.4 million from prudent working capital management. The combined DSOs of accounts receivable and net contract assets was at 127 days, which was in line with Q3 '20. Capital expenditures were $3.5 million during Q3, net of disposal proceeds and gross capex was $9.4 million. For the full fiscal year 2021, we expect net capex to range from $45 million to $55 million, which is a $15 million reduction from our prior outlook. In summary, we continue to maintain a strong balance sheet and strong liquidity. Going to Slide 10. For Q4 2021, which includes an additional week of operations due to the company's 52 to 53-week fiscal year, the company expects modestly lower contract revenues with margins that range from in-line to modestly higher as compared to Q4 2020. The company believes the impact of the COVID-19 pandemic on it's operating results, cash flows and financial condition is uncertain, unpredictable and could affect it's ability to achieve these expected financial results. Moving to Slide 11. Within a challenged economy, we experienced solid end market activity and capitalized on our significant strengths. First and foremost, we maintained strong customer presence throughout our markets. Our extensive market presence has allowed us to be at the forefront of evolving industry opportunities. Fiber deployments enabling new wireless technologies are under way in many regions of the country. Telephone companies are deploying fiber to the home to enable 1 gigabit high-speed connections. Cable operators are deploying fiber to small and medium businesses and enterprises. A portion of these deployments are in anticipation of the customer sales process. Deployments to expand capacity as well as new build opportunities are under way. Dramatically increased speeds to consumers are being provisioned and consumer data usage is growing, particularly upstream. Customers are consolidating supply chains, creating opportunities for market share growth and increasing the long-term value of our maintenance and operations business. In addition, we are increasingly providing integrated planning, engineering and design, procurement and construction and maintenance services for wired and converged wireless/wireline networks. As our nation and industry continue to contend with the COVID-19 pandemic, we remain encouraged that our major customers are committed to multiyear capital spending initiatives. We are confident in our strategies, the prospects for our company, the capabilities of our dedicated employees and the experience of our management team as we navigate challenging times. ","q3 adjusted non-gaap earnings per share $1.06. qtrly contract revenue $810.3 million versus$884.1 million. dycom industries - for quarter ending jan 30,2021 expects modestly lower contract revenues with margins that range from in-line to modestly higher. " "During our call, management may discuss certain items, which are not based entirely on historical facts. And of course, on the call, we may refer to certain non-GAAP financial measures that management uses in its review of the business and believes will provide insight into the company's ongoing operations. Brinker's fourth quarter was one of our more profitable quarters in recent history, marking a solid finish to a successful, albeit unusual year. Underpinning our fiscal '21 results is a consistent strategy that differentiates us in the marketplace and an exceptional team that executes every day in our restaurants. We were already growing sales and taking share before the pandemic hit, and we made the decision to lean further into our strategy of providing convenience, value, and a great guest experience by doubling down on third-party delivery and improving our take-out systems. In a year of social distancing, our teams came together safely to lead the industry on traffic and regained positive sales momentum. In a year of closures and shutdowns, we opened our first virtual brand in over 1,000 restaurants by leveraging our technological infrastructure, It's Just Wings surpassed our $150 million target in our company-owned restaurants. And along with the support of our franchise partners, It's Just Wings became more than $170 million business in the U.S., with many of our international franchisees also now operating the brand. In a year that started with unemployment near record highs, we kept all our management teams employed and paid them solid bonuses. We put a retention plan in place for our strongest team members to encourage them to stay with us as the staffing environment continued to change through the spring and summer. In a year where gatherings and special occasions at Maggiano's were restricted, Steve and the team restructured the value proposition, the takeout proposition, and reengineered the Heart of House. The brand is already delivering much more profitable sales as volumes come back and guests have responded very positively to the changes. In a year, we thought we might have to borrow money more to survive the pandemic, we paid down our debt by over $300 million and we're committed to continuing that trend this year. And in a year where we worried we wouldn't be able to support our charitable partners at levels we're used to, our team set a record, raising more than $10 million for St. Jude during an exceptionally critical time for their patients and families. Our teams have raised nearly $90 million for St. Jude's patients during our partnership. In fact, we've positioned ourselves to invest aggressively to grow this business during fiscal '22 and beyond and to keep our balance sheet strong. The ability to make these kinds of investments starts with owning our restaurants; having the opportunity to leverage our fleet and realize the full potential -- the full profitability of our efforts. The pandemic solidified our commitment to corporate ownership. Despite the challenges of owning restaurants like dealing with labor issues and commodity cycles because ownership gives us the scale to effectively manage the issues, it allows us to steward our brands consistently and have control over the investments we make to grow the business. This year, our investments will target more ways to offer convenience, value, and a great guest experience. By doubling our pipeline of new restaurant openings, reimagining to keep our assets strong and vibrant, accelerating our technology advantages, and expanding our portfolio of brands. Currently, we're in the middle of rolling out our second virtual brand, Maggiano's Italian Classics. It's now in over 250 restaurants today and doing very well. This one will be a slower roll for a couple of reasons. It's a little more complex. And since we're back to fully operational dining rooms, we're being very intentional about the experience for our operators and our guests. We're excited about it. We're getting great guest feedback, and we're anticipating being in restaurants 900 restaurants by the end of the fiscal year. We're also investing in both takeout and delivery by pursuing opportunities to increase visibility and drive awareness of these channels across all four of our brands. We recently implemented technology enhancements to our curbside takeout system, which is already simplifying the operational side of the business and improving guest metrics. It's Just Wings has gone live with a website that offers online ordering for takeout as well as delivery, and we're excited about the growth potential for the brand. These technology investments are helping us do a better job handling the increased mix of off-premise business from pre-pandemic mid-teens to what's now more than 30%, and as well as leveraging the full capacity of our assets with very little incremental capital. It isn't every day you more than double your off-premise business and add a couple of brands to your base. It only happens well with best-in-class systems to enable it and a strong team to execute it. Our team is critical to our success, and we take the current staffing environment very seriously. We've executed a full-court press to hire, train and retain our talent. While the challenges came fast and furious for all of us in March, I'm pleased with the progress we've made. There are still opportunities, but isolated to specific trade areas, and we're confident we'll get these staffing challenges resolved in the near future. To further support our operators, we're rolling out a new service system with handheld devices that we've worked on for three years to perfect. It isn't as easy as some might claim it. To implement a system that operators can execute during high volume that saves labor and still delivers a great guest experience. Ours is also putting more money in our team members' pockets, so they're staying with us longer, which is crucial in this environment. It's in more than 250 restaurants now, and we anticipate full implementation by November. And finally, because we chose not to take price at Chili's during fiscal '21, we have room to take some price this year as consumers return to work and income levels return to normal. We're evaluating how we'll address those opportunities, especially in channels like delivery while all while protecting our industry-leading value proposition. We spent last year learning to run a much more efficient and robust revenue-generating model. We're spending this year and beyond capitalizing on the opportunities for growth that are not just available, but achievable for Brinker. There's nobody who's doing this better than this team, and I'm honored to be part of their story. As Wyman indicated, the fourth quarter was a strong finish to our fiscal-year 2021. For the fourth quarter, Brinker reported total revenues of $1.009 billion, with a consolidated comp sales of 65%. In keeping with our ongoing strategy, the majority of these sales were driven by traffic, up 53% for the quarter, a 10% beat versus the industry on a two-year basis. These sales translated into solid earnings per share with fourth-quarter adjusted earnings of $1.68. At the brand level, Chili's comparable restaurant sales were positive 8.5% versus the fourth quarter of fiscal-year '19, which we believe is the more appropriate comparison for the quarter. Additionally, on an absolute dollar basis, the fourth quarter was Chili's largest sales quarter on record, topping $900 million in total revenue. Maggiano's, while down 18% compared to fourth quarter of fiscal '19, made very solid progress with its recovery curve and built positive momentum to carry into the current fiscal year. Moving down the P&L. Our fourth-quarter restaurant operating margin was 16.9%. Adjusting this performance for the impact of the 53rd week, the resulting 16% operating margin still represents a material year-over-year improvement and more importantly was a 110-basis-point margin improvement versus the pre-COVID fourth quarter of fiscal '19. Food and beverage expense for the fourth quarter as a percent of company sales was 20 basis points unfavorable as compared to prior year. This variance was driven -- primarily driven by increased commodity costs, particularly for chicken and pork products. Labor expense for the quarter, again, as a percent of company sales was favorable 240 basis points versus prior year, primarily driven by the extra week sales leverage versus fixed labor expenses and the slower reopening pace in a couple of high wage states such as California. During the quarter, our managers focused considerable efforts toward staffing our restaurants to support the solid demand for our brands. Scale clearly matters in this area, as they were effectively supported by our experienced HR teams who help deploy hiring tools and events to assist in the process. Given the more challenging hiring environment, the dynamic of hiring, training, and retaining team members resulted in an increase in labor inflation in the mid-single-digit range, a dynamic we expect to continue in the near term. To reward our operator's strong performance throughout the fiscal year, we also chose to further invest in our hourly team members and managers through a variety of incremental bonus structures, totaling approximately $4 million for the quarter beyond our normal payout formulas. This incremental investment impacted quarterly earnings per share by approximately $0.06 and increased labor expense margin by roughly 40 basis points, well worth the benefits it will accrue. Restaurant expense was 830 basis points favorable year over year as we fully leveraged many of our fixed costs, particularly from the benefit of the additional week in the quarter. The continued positive operating performance did result in a meaningful increase in our quarterly tax rate, 15% for the quarter, which includes a catch-up adjustment to increase the annual income tax accrual. This increase negatively impacted fourth-quarter earnings per share approximately $0.06. Our operating cash flow for the fourth quarter and fiscal year remained strong with $101 million and $370 million for those time frames, respectively. EBITDA for the quarter totaled $144 million, bringing the fiscal-year EBITDA total to $368 million. During the fourth quarter, we continued to use a significant portion of our cash flow to further reduce revolver borrowings. By year-end, our revolver balance was reduced to $171 million. This decreased our total funded debt leverage to 2.5 times and our lease-adjusted leverage to 3.6 times at year end. Speaking of the revolver, we have reached agreement on terms and conditions for a new revolving credit facility with our bank group. The new $800 million five-year revolver includes improved pricing allows the return of restricted payments and provides ample liquidity and flexibility to support our growth strategies. Our board of directors has also reinstated the share repurchase authorization that was suspended in the early days of the pandemic with an authorization amount of $300 million. Now turning to our outlook for fiscal-year '22. At this point, with the volatility and unknowns of the current operating environment, we can only share some high-level thoughts for certain annual metrics. For example, we expect commodity and labor inflation percentages each in the mid-single digits with commodity inflation toward the lower end of the range. Capex of $155 million to $165 million, an annual effective tax rate of 14% to 15%, and weighted annual share count of 45 million to 47 million shares. As we now move ahead with fiscal 2022, the reality of the pandemic with all its uncertainties is still part of our everyday operations. That being said, all now four of our brands are well prepared and positioned to perform in whatever environment they face throughout the year. We are very proud of their efforts during the past fiscal year and are confident of the experiences, the growth, and the strength of their business models will continue to deliver quality results as we move forward from here. ","qtrly net income per diluted share, excluding special items, increased to $1.68. sees fy 2022 commodity and labor inflation to be in mid-single digits. " "As always, we appreciate your interest. Brent Wood, our CFO, is also participating on the call. We refer to certain of these risk factors in our SEC filings. We hope everyone and their families are well. They continued performing at a high level amid a challenging unique work environment. Our fourth quarter and full year results were strong and demonstrate the resiliency of our portfolio and of the industrial market. Some of the results the team produced include Funds From Operation, came in above guidance up 8.7% compared to fourth quarter last year. This marks 31 consecutive quarters of higher FFO per share as compared to the prior year quarter, truly a long-term trend. And for the year, FFO rose 8% to a record $5.38. This represents an $0.08 per share improvement over our original pre-COVID forecast. Our quarterly occupancy averaged 96.9% and at quarter end, we were ahead of projections at 98% leased and 97.3% occupied. Our occupancy is benefiting from a healthy market, with accelerating e-commerce and last mile delivery trends. Also benefiting the occupancy was a high retention rate of 80% for the year. Quarterly releasing spreads were strong at 15.4% GAAP, and 7.9% cash. Our 2020 releasing spreads set an annual record at 21.7% GAAP and 12.3% cash. This further marks six consecutive years of double-digit rent -- GAAP rent growth. Finally, same-store NOI rose 2.2% for the quarter and 3.2% for the year. In summary, during the prolonged, choppy environment, I'm proud of our team's results. Today, we're responding to strengthen the market and demand for industrial product by both users and investors by focusing on value creation via development and value-add investments. I'm grateful we ended the year at 98% leased, our highest quarter end on record. Houston, our largest market at 97.2% leased, with a ten-month average rent collection of over 99%. Further, Houston represents 13.1% of rents down 80 basis points from fourth quarter 2019 and is further projected to fall into the 12% as a percent of our NOI this year. Companywide rent collections remain resilient. For January thus far, we've collected approximately 99% of monthly rents. There are still some unknowns about how fast and when the economy truly reopens and recovers. Brent will speak to our budget assumptions, but I'm pleased that in spite of the uncertainty, we finished 2020 at $5.38 per share in FFO and forecast $5.68 for 2021. As we've stated before, our development starts were pulled by market demand. Thus, we halted starts for a few quarters last year, then [Indecipherable] again in fourth quarter. Based on the market strength, we're seeing today, our forecast is for $205 million in development starts for 2021. And to position us following the pandemic, we acquired several new sites during the fourth quarter with more on our pipeline along with value-added additions. More details to follow as we close on each of these investments. And to perhaps free [Phonetic] up the question, none of the development starts, value add investments or land purchases are in Houston. Finally, our strategic dispositions during the quarter were to sell the last of our four buildings in Santa Barbara completing our market exit along with another Houston asset. Brent will now review a variety of financial topics including our 2021 guidance. Our fourth quarter results reflect the resiliency of our team and strong overall performance of our portfolio amid a very challenging year. FFO per share for the fourth quarter exceeded our guidance range at $1.38 per share, and compared to fourth quarter 2019 of $1.27 represented an increase of 8.7%. The outperformance continues to be driven by our operating portfolio performing better than anticipated, namely higher occupancy. From a capital perspective, during the fourth quarter, we issued $17 million of equity at an average price just over $140 per share, and as previously disclosed, we closed on two senior unsecured private placement notes totaling $175 million with a weighted average interest rate of 2.65%. That activity, combined with our already strong and conservative balance sheet has kept us in a position of financial strength and flexibility. Our debt to total market capitalization is 19%, debt to EBITDA ratio is 5.2 times and our interest and fixed charge coverage ratio increased over 7.2 times. Our rent collections have been equally strong. We have collected 99.6% of our fourth quarter revenue and we have already collected half of the total rent deferred early in the year of $1.7 million. Bad debt for the fourth quarter of $1.1 million included a single, straight-line rent charge of $677,000 as part of an ongoing process of replacing an existing tenant with a better credit tenant at a much higher rental rate at a California property. Although the tenant was current on their cash rent, we were required to write off the remaining straight-line rent balance due to the probability of terminating their lease early to accommodate the new tenant. As we have consistently stated, the depth and duration of the pandemic and its impact on the economy is indeterminable. However, the degree of potential tenant financial stress and loss of occupancy we had budgeted throughout 2020 never materialized. As a result, our actual FFO per share for the year of $5.38 exceeded our pre-pandemic guidance issued a year ago. Looking forward, FFO guidance for the first quarter of 2021 is estimated to be in the range of $1.37 per share to $1.41 per share and $5.63 to $5.73 for the year. The 2021 FFO per share midpoint represents a 5.6% increase over 2020. The leasing assumptions that comprise 2021 guidance produced an average occupancy midpoint of 96.4% for the year and a cash [Phonetic] same property increase range of 3.5% to 4.5%. Other notable assumptions for 2021 guidance include $65 million in acquisitions and $60 million in dispositions, $140 million in common stock issuances, $250 million of unsecured debt, which will be offset by $85 million in debt repayment and $1.8 million in bad debt, which represents a forecasted year-over-year bad debt decrease of 35%. In summary, we were very pleased with our fourth quarter results. We will continue to rely on our financial strength, the experience of our team, and the quality and location of our portfolio to carry our momentum into 2021. Now, Marshall will make some final comments. In closing, I'm proud of our 2020 results and excited to pursue our 2021 opportunities. Our Company and our team are working well through the pandemic, as evidenced by a number of Company records set. And as the economy stabilizes, it's the future that makes me most excited for EastGroup. Our strategy has worked well in the past few years. Coming out of this pandemic, we foresee an acceleration in a number of positive trends for our properties and within our markets. Meanwhile, our bread and butter, traditional tenants remain and will continue needing last mile distribution space in fast growing sunbelt markets. These, along with the mix of our team, our operating strategy and our markets has us optimistic about our future. Leland recently passed away, and we will miss his eternal optimism. And with that, we'll open up the floor for any questions. ","compname reports q4 ffo per share $1.38. q4 ffo per share $1.38. estimated ffo per share attributable to common stockholders for 2021 is estimated to be in the range of $5.63 to $5.73. " "Also on the call are other members of the management team. Materials supporting today's call are available at www. Actual results could differ materially from current expectations. Important factors that could cause different results are set forth in our SEC filings. Please read these carefully. During the question-and-answer session, please limit yourself to one question and one follow-up. And before I start commenting on the quarter, I wanted to note the senior leadership changes that we announced last week, Kevin Payne, SCE's President and CEO, plans to retire on December 1, and this is after 35 years with the company. Kevin's had a profound impact at the utility, most particularly with its customer-centric focus, leading our wildfire risk mitigation efforts and advocating for and advancing the company's clean energy strategy. While I am going to miss my good friend very much, I am delighted with our deep bench: Steve Powell will succeed Kevin as President and CEO; and Jill Anderson, currently Senior Vice President of Customer Service, will succeed Steve as EVP of Operations. Promoting Edison talent will ensure a seamless transition, and I believe that Steve and Jill both bring exceptional experience to their new roles. I know that a number of you have already met Steve and Jill and many of you will have an opportunity to meet them next week at EEI's Financial Conference as well. Turning to the quarter. Today, Edison International reported core earnings per share of $1.69 compared to $1.67 a year ago. This comparison is not meaningful because during the quarter, SCE recorded a true-up for the final decision in track one of its 2021 general rate case, which is retroactive to January 1. Reflecting the year-to-date performance and our outlook for the remainder of the year, we are narrowing our 2021 earnings per share guidance range to $4.42 to $4.52. We are also reiterating our longer-term earnings per share growth target of 5% to 7% through 2025. Maria will discuss our financial performance in detail in her report. Now starting with past events. SCE today announced two updates related to the 2017 and 2018 wildfire and mudslide events. Page three in the slide deck provides an overall summary. First, SCE revised the best estimate of potential losses to $7.5 billion from $6.2 billion. As we have mentioned in our continuing communications on this topic, we evaluate the best estimate quarterly. As part of the ongoing and very complex litigation process, we diligently consider new information that arises to provide all of you with our best estimate. Based on additional information across a broad set of claim types collected during the quarter, along with an agreement with the CPUC Safety and Enforcement Division, or SED, which I'll talk about in a minute, SCE revised its estimate of the total potential losses. While the total estimate increased this quarter, SCE continued to make meaningful progress, settling claims and completed approximately $485 million of settlements. SCE has now settled about 70% of the estimated exposure for the 2017 and 2018 events. I want to emphasize that we do not need equity above our previously disclosed 2021 financing plan to fund the higher estimated losses. Maria will address this topic later on the call. Second, the utility reached an agreement with the SED to resolve its investigations into the 2017 and 2018 wildfire and mudslide events and three other 2017 wildfires. As we have previously disclosed, the SCD has conducted investigations to assess SCE's compliance with applicable rules and regulations in areas affected by the Thomas, Koenigstein, and Woolsey Fires. It was possible that CPUC would initiate formal enforcement proceedings to pursue fines and penalties for alleged violations though we were unable to estimate the magnitude or the timing as part of our best estimate. The recently executed agreement, which is subject to CPUC approval, would resolve that uncertainty. The agreement has a total value of $550 million, composed of about $110 million fine, $65 million of shareholder-funded safety measures and an agreement by SCE to waive its right to seek cost recovery for $375 million of uninsured claims payments out of the $5.2 billion total in the current best estimate. In the SCD agreement, SCE did not admit imprudence, negligence or liability with respect to the 2017 and 2018 wildfire and mudslide events and will seek rate recovery of prudently incurred actual losses in excess of available insurance other than for the $375 million waived under the SED agreement. While SCE disputes a number of the alleged violations reaching an agreement puts one additional uncertainty behind us. Let me now address the Southern California wildfire season. SCE continues to make solid progress on the execution of its Wildfire Mitigation Plan or WMP and its PSPS action plan. SCE has installed over 1,000 miles of covered conductor year-to-date, bringing the total to 2,500 miles since program inception. Over the past three years, the utility has replaced about 25% of its overhead distribution power lines in high fire risk areas with covered conductor. SCE has also performed another annual cycle of inspections in high fire risk areas, supplemented with additional inspections targeting dry fuel areas. This resulted in approximately 195,000 assets, undergoing 360-degree inspections in SCE's high-power risk area. SCE also continues to be on track to meet most of its goals outlined in our WMP by end of the year. And the scorecard is shown on page four of the slide deck. All these ongoing mitigation actions continue to strengthen our confidence in our utilities overall improved risk profile with respect to wildfires. Turning to page five. We highlight the metrics we showed you last quarter, which are proof points of how SCE believes it has reduced wildfire risk for its customers. We have added an additional metric. Looking back at past wildfire events and considering the utility's current PSPS protocols, we can't quantify the damage that would have been prevented. Using red flag warning days as a proxy for when the utility would use PSPS today, SCE would have prevented over 90% of the structures damaged or destroyed for fires larger than 1,000 acres associated with its infrastructure. And we have summarized this on page six. In total, considering physical mitigation measures such as covered conductor, operational practices such as tree removals, inspections and vegetation management and the use of PSPS. SCE estimates that it has reduced the probability of losses from catastrophic wildfires by 55% to 65% relative to pre-2018 levels. This is based on a recent analysis using risk management solutions, industry-leading wildfire model and SCE's data related to actual mitigations deployed and mitigation effectiveness, which enabled us to quantify the risk reduction. While the risk can never be fully eliminated, the utility does expect to further reduce risk and to decrease the need for PSPS to achieve this risk reduction with continued grid-hardening investments. As California continues to transition to a clean energy economy, maintaining and even improving system reliability becomes essential, particularly with greater reliance on electricity. SCE worked closely with the Governor's office, CAISO, the CPUC, customers and many stakeholders to avoid rolling outages this past summer when the state and the entire West once again faced record temperatures. Major California energy agencies, including the CAISO, California Energy Commission and CPUC have indicated that additional capacity is needed to support summer 2020 -- summer 2022, pardon me, under extreme conditions like the heat, drought and wildfires we have seen repeatedly over the past several years. To accelerate construction of new capacity, the governor issued an emergency proclamation that requested the CPUC to work with load-serving entities to accelerate construction of energy storage for 2021 and 2022. To this end, in addition to securing over 230 megawatts of additional capacity from third parties, SCE plans to construct about 535 megawatts of utility-owned storage for this upcoming summer. This is a material increase in incremental capacity to mitigate the risk of statewide customer outages for summer 2022, caused by extreme weather events and continued drought conditions. While the governor signed the largest climate package in state history, which included 24 bills and over $15 billion in climate, clean energy and wildfire preparedness funding, there is still an ongoing need for a lot more to be done. So I would like to highlight a paper that we recently released and it's entitled ""Mind the Gap: Policies for California's Countdown to 2030"". This policy paper is Edison International's latest contribution to identify policies and actions needed to help California reduce emissions and decarbonize the economy. In the paper, we identified state and federal policy recommendations needed for California to meet its 2030 climate target, which is a foundational way point for the state to achieve its goal to the decarbonize its economy by 2045. While California has made progress in reducing GHG emissions, closing the gap between the current trajectory and its 2030 goal requires a significant acceleration of effort. It means quadrupling the average 1% annual reduction in GHG emissions achieved by the state since 2006, quadrupling that to 4.1% per year between 2021 and 2030. That's a tall order, but it's feasible. It will require market transforming policies and incentives to advance critical areas, such as decarbonizing the power supply, preparing the grid for shifts in usage and increasing demands and electrifying transportation and buildings. As the only all electric investor-owned utility in California, SCE is well positioned to lead this transition. We will continue to work in close partnership with policymakers and stakeholders to identify ways to improve funding, planning, standard setting and other approaches to successfully achieve the equitable and affordable transition to a clean energy economy. To emphasize affordability, our analysis shows that an electric led transition is the most affordable pathway. Since the greater efficiency of electric motors and appliances will reduce customers' total costs across all energy commodities by 1/3 by 2045. Edison International is committed to achieving net 0 GHG emissions across Scopes one, two and three by 2045. And this covers the power SCE delivers to customers as well as Edison International's enterprisewide operations, including supply chain. This all continues our alignment with the broad policies needed to address climate change and ensure a resilient grid. We will also continue to engage with state, national and global leaders to advance the clean energy transition, which is why today, I am joining you by phone from COP26 in Glasgow, Scotland, where am representing both Edison and EEI. And with that, Maria will provide her financial report. My comments today will cover third quarter 2021 results, our capital expenditure and rate base forecast and updates on other financial topics. Edison International reported core earnings of $1.69 per share for the third quarter 2021, an increase of $0.02 per share from the same period last year. As Pedro noted earlier, this year-over-year comparison is not particularly meaningful because SCE recorded a true-up for the final decision in its 2021 general rate case, and that's retroactive back to January 1. On page seven, you can see SCE's key third quarter earnings per share drivers on the right-hand side. I will highlight the primary contributors to the variance. To begin, SCE received a final decision in the 2021 GRC during the third quarter because first and second quarter results were based on 2020 authorized revenue, a true-up was recorded during the quarter for the first six months of 2021. This true-up is reflected in several line items on the income statement for a net increase in earnings of $0.35. The components are listed in footnote three. Higher 2021 revenues contributed $0.55 and including $0.50 related to the 2021 GRC decision, $0.04 for CPUC revenues related to certain tracking accounts and $0.01 at FERC. O&M had a positive variance of $0.28, mainly due to the establishment of the vegetation management and risk management balancing accounts, partially offset by increased wildfire mitigation costs due to the timing of regulatory deferrals in the third quarter of 2020. Depreciation had a negative variance of $0.20, primarily driven by a higher asset base and a higher depreciation rate resulting from the 2021 GRC decision. Income taxes had a negative variance of $0.41. This includes $0.39 of lower tax benefits related to balancing accounts and the GRC true-up, which are offsetting revenue and have no earnings impact. At EIX Parents and Other, the loss per share was $0.09 higher than in third quarter 2020. The primary driver was preferred dividends on the $1.25 billion of preferred equity issued at the parent in March of this year. Now let's move to SCE's capital expenditure and rate base growth forecast. As shown on page eight, we have updated our capital forecast primarily to reflect the recently announced utility-owned storage investment. As Pedro mentioned, SCE filed an advice letter for cost recovery of $1 billion of capital spending to construct about 535 megawatts of utility-owned storage. SCE is seeking expedited approval of the advice letter to maximize the likelihood of the projects meeting their expected online dates for the incremental capacity needed for summer 2022. These projects are a prime example of the essential role utilities can play in quickly ensuring California has a safe, reliable and clean electricity supply. We increased our 2022 capital expenditure forecast by approximately $900 million and lowered the forecast somewhat for 2023 through 2025 because these storage projects accelerate some, but not all of the capacity we previously forecasted in those years. The net increase in the high end of the capital forecast for 2021 through 2025 is approximately $500 million. As shown on page nine, we have also updated our rate base forecast to reflect the storage investments I just mentioned. This is the primary driver of the increase to the 2022 through 2025 rate base forecasts. For 2021, we also fine-tuned the forecast to reflect adjustments related to wildfire mitigation tracking accounts following the implementation of the 2021 GRC decision and quarter end estimates of the spending related to these accounts. The results of these updates is a reduction to the 2021 rate base of $300 million. Overall, these updates result in a projected rate base growth rate of 7% to 9% from 2021 to 2025. Page 10 provides an update on several major approved and pending applications for recovery of amounts and regulatory assets. This will result in significant incremental cash flow to SCE over the next few years. SCE expects to collect over $1.4 billion in rates between now and 2024 related to already approved applications. About half of that balance will be recovered in 2022. For the three pending applications shown in the middle of the slide, assuming timely regulatory decisions, SCE expects to collect another $844 million by the end of 2023. Lastly, we show the remaining expected securitizations of AB 1054 capital expenditures. The utility recently received a final decision in its second securitization application. This will allow SCE to securitize $518 million of wildfire mitigation capital expenditures. SCE expects to complete the securitization in Q4 of this year or Q1 2022. The securitizations, along with the rate recovery of the other regulatory assets will allow SCE to pay down short-term debt and strengthen our balance sheet and credit metrics. Turning to page 11. During the quarter, SCE filed an application to establish its CPUC cost of capital for 2022 through 2024 and reset the cost of capital mechanism. SCE is requesting an ROE of 10.53% with resets to its cost of debt and preferred financing, which would keep customer rates unchanged. The utility's alternative request to maintain its ROE at 10.3% and reset the cost of debt and preferred would reduce customer rates by about $50 million in 2022. When SCE filed the cost of capital request in August, it paused any other filings related to the trigger mechanism. Last week, SCE was directed by the CPUC to file the information that would have normally been provided in those other filings. The next step from here is that the commission will issue a scoping memo to outline the issues and procedural schedule. pages 12 and 13 show our 2021 guidance and the preliminary modeling considerations for 2022. As Pedro mentioned earlier, we are narrowing the 2021 earnings per share guidance range to $4.42 to $4.52. Turning to page 14. We see an average need of up to $250 million of equity content annually through 2025. The specific annual amounts will depend on the level of spending within our capital plan for that year. The significant new investment of $1 billion of utility-owned storage considerably accelerates the timing of the capital investment program and increases the overall opportunity as noted earlier. To fund this growth, which is well above the high end of the capital spending range previously disclosed for next year, we anticipate accelerating the issuance of equity content securities from the 2023 through 2025 period into 2022. The 2022 equity need will be in the range of $300 million to $400 million, and we will provide more specifics on the financing plan when we provide 2022 earnings per share guidance on the fourth quarter 2021 earnings call. Additionally, let me reiterate Pedro's comment that the SED agreement and update to the best estimate of potential losses associated with the 2017 and 2018 wildfire and mudslide events do not require equity above the levels previously announced in our 2021 financing plan. Consistent with our prior disclosure, we plan to issue securities with up to $1 billion of equity content to support investment-grade rating. In closing, I want to underscore the important role that SCE plays in ensuring safety and resiliency. This can be seen in the ongoing investment in risk-reducing wildfire mitigation as well as utility-owned storage to enhance near-term reliability. These investments are indicative of the longer-term opportunity associated with meeting customer needs and clean energy objectives and gives us confidence in reiterating our long-term earnings per share growth rate of 5% to 7% for 2021 through 2025. That concludes my remarks. ","q3 2021 core earnings were $644 million, or $1.69 per share. narrows 2021 earnings per share guidance to $4.42-4.52. " "Our second quarter results show the continued strength of our business. We continue to be able to safely and efficiently operate our properties under new operating condition. Paul will provide more details on collections, but across our organization, we have seen payment patterns consistent with last year. We have put in place a rent deferral program for residents facing hardship due to the impact of COVID-19, approximately 500 residents are enrolled in this program. We saw strong demand on the MH side of the business, with a 4.6% increase in rental revenue. In the quarter, we saw a decrease in residents moving out of our communities. We increased new home sales volume by 14% and the average purchase price increased by 10%. Our MH properties are currently 95% occupied. Our residents are homeowners who have generally paid cash for their home. This capital commitment to our communities is an important differentiator in difficult times. Our overall occupancy consist of less than 6% renters. Moving to our RV business, we have had an acquisition strategy over the years of buying RV resorts that are heavily focused on annual and seasonal revenue streams. 80% of our RV revenue is longer term in nature and 20% comes from our transient customers. In the second quarter, our properties were impacted by local shelter in place orders, which call for reduced or eliminated travel activity inside of jurisdiction. Our RV annual customer generally has developed roots with the community. For the second quarter, the annual revenue which historically accounts for approximately 70% of our total revenue, grew by 4.7%. In the more -- in the quarter, we were primarily close to transient traffic until the beginning of June. We followed shelter in place orders and reduced activity to protect our employees and customers from potential risks associated with transient traffic. We saw a significant increase in reservation activity and revenue in the month of June. The demand is high for customers to travel in a controlled environment. They have continued to react to the evolving climate in an impressive manner. The team has successfully adapted to new regulatory protocols and changes in the operating environment, with the primary focus on the safety and well-being of our employees, residents, and guests. For the second quarter, we reported $0.47 normalized FFO per share. We have added these expenses back in our calculation of NFFO. Our core MH rent growth of 4.6%, consists of approximately 4.1% rate growth and 50 basis points related to occupancy gains. We have increased occupancy at 103 sites since December, with an increase in owners of 156 while renters decreased by 53. Core RV resort based rental income from annuals increased 4.7% for the second quarter and 6.1% year-to-date, compared to the same period last year. The driver of rent growth from annuals in the quarter was rate with occupancy essentially flat compared to the prior period. Year-to-date core resorts -- year-to-date core resort base rent from seasonals increased 3.7% compared to 2019. Core base rent from transient decreased 47.7% in the quarter, as a result of the closures Marguerite mentioned in her remarks. Membership dues revenue increased 3% compared to the prior year. During the quarter, we sold approximately 5,800 [Phonetic] Thousand Trails Camping Pass memberships. This represents a 12% decrease for the quarter, which we attribute to the impact of COVID-19. We experienced significant recovery in sales volume in June, which showed an increase of 43% over June 2019. The net contribution from membership upgrade sales in the quarter was flat compared to last year. Sales volumes increased almost 12%, while the mix of product sold changed resulting in a lower average sales price. Core utility and other income was about $400,000 lower than second quarter 2019. Increases in pass-through and utility income, primarily resulting from pass-throughs of real estate tax increases that were effective in late 2019 were offset by reduced revenue resulting from our suspension of late fees as well as fees related to transient RV state. Core property operating expenses were flat compared to second quarter 2019. The footnote disclosure included in our supplemental financial information package states that our core income from property operations includes approximately $1 million of non-recurring COVID-19 related expenses. Excluding these expenses, we realized a 90 basis point decline in core property operating expenses in the quarter compared to last year. In summary, second quarter core property operating revenues increased 60 basis points and core property operating expenses increased 10 basis points resulting in an increase in core NOI before property management of 1%. Core NOI before property management, excluding COVID-19 related expenses increased 1.8%. Income from property operations generated by our non-core portfolio, which includes our marina assets was $3 million in the quarter. Revenues from annual customers, at the marinas and other properties in the non-core portfolio generated more than 90% of total non-core revenues in the quarter and year-to-date period. Property management and corporate G&A expenses were $25.4 million for the second quarter of 2020 and $51.3 million for the year-to-date period. Other income and expenses, generated net contribution of $1.7 million for the quarter. Ancillary retail and restaurant operations were impacted by COVID-19 and generated approximately $1.2 million less NOI during the quarter than last year. In addition, our joint venture income was approximately $2.4 million lower because of the refinancing distribution we recognized in 2019. Interest and related loan cost amortization expense of $26.2 million for the quarter and $53.2 million for the year-to-date period. All of our MH, RV and marina locations are open, though some have limited access to certain amenities pursuant to state and local guidelines. Our rent deferral program was in place from April through June. Through that program, we assisted 540 residents with the deferral of approximately $0.5 million of rent. We also provided assistance in the form of rent credits to annual customers at certain of our RV resorts, were openings were delayed because of shelter in place orders. Those credits will be applied to future charges and total approximately $900,000. We have also continued suspension of late fees in the month of July. Since the outset of the COVID-19 pandemic, we have not experienced meaningful negative impact to our rate of rent collection. For the second quarter, our overall collection rate for our MH, RV and TT properties was 99%, consistent with the second quarter of 2019. Our month-to-date collections in July are consistent with the collections at this time in April, May and June, 2020. Now some comments on debt markets in our balance sheet. Market conditions have stabilized somewhat since our April call. Current secured financing terms available for MH and RV assets range from 55% to 75% LTV, with rates from 2.75% to 3.5% for 10 year money. We continue to see lenders place high value on sponsor strength and ELS continues to be highly regarded. High quality age qualified MH assets will command preferred terms from participating lenders. Our cash balance after funding our July dividend is more than $50 million. We have available capacity of $350 million from our unsecured line of credit, we have approximately $141 million of capacity under our ATM program, and we have no scheduled debt maturities for the next 12 months. We continue to place high importance on balance sheet flexibility and we believe we have multiple sources of capital available to us. Our interest coverage ratio was 4.9 times and our debt to adjusted EBITDAre is 5 times. The weighted average maturity of our outstanding secured debt is 12.5 years. ","q2 adjusted ffo per share $0.47. approved about 540 resident applications for deferral of rent due to covid related financial hardship in quarter. " "This quarter, the battery category information includes both brick-and-mortar and e-commerce retail sales. In our first quarter, strong demand, expanded distribution and execution in the holiday season led to a solid start to our fiscal year. While the operating environment remains challenging, our first quarter results are a testament to our team's preparation, resilience and commitment. Before I go into detail on the quarter, there are three key points to take away from our call today. First, our team delivered in the critical holiday season and our categories remain strong. Second, we continue to manage through a very challenging cost environment with increases in transportation, commodity and labor costs, as well as ongoing supply chain disruption. And third, as a result of our additional pricing actions and cost containment measures, we are reaffirming our outlook for net sales, adjusted earnings per share and adjusted EBITDA for the full year. As we look specifically at the results for the quarter, we maintained strength in our top line, delivering revenue of $846 million. This was roughly flat to prior year on an organic basis. Global price increases and expanded distribution in the battery business were offset by an expected decline in volumes as we comped elevated COVID demand from the prior year. Adjusted gross margin decreased 320 basis points as increased input costs were partially offset by price increases, synergies and the comping of prior year COVID costs. On a sequential basis, gross margin was roughly flat to the prior quarter, consistent with our view for the start of the year. With our solid topline performance and lower interest expense, we partially offset the gross margin decline and delivered adjusted earnings per share of $1.03 in the quarter. Before John provides more details on the quarter, I want to provide some additional color on the performance of our categories, the rising cost environment, the resiliency of our supply chain and other actions we have taken to operate with excellence in an uncertain environment. First, our categories remain healthy with both battery and auto care showing robust demand versus pre-pandemic levels. Specifically, the battery category benefited from two drivers: the increase in devices owned per household And an increase in usage of those devices, resulting in higher battery replacement frequency. These trends have resulted in consumers using more batteries. On a two-year stack basis, the global battery category has grown by 9.7% in value and 7.8% in volume. As anticipated, we saw the category decline in the three months ending November 2021, which was down 3.5% in value and 8.4% in volume. This was due to comping elevated demand in the prior year. As we look to the long term, we anticipate category value to experience flat to low single-digit growth off a higher base. as the category has increased in size due to consumers' behavior during the pandemic. being the key driver. As we turn to the auto care category in the latest 13 weeks, category value was up 9% versus a year ago and 20.6% on a two-year stack basis. As with batteries, the growth is being driven by changing consumer behavior, including do-it-yourself habits, which were established during the pandemic, such as higher levels of cleaning and renewed interest in car care as a hobby, a higher number of cars in the car park and an increase in the age of vehicles given the shortage of new vehicles and a recovery in miles driven given the increase in personal travel by car. As we look ahead, we anticipate that auto care category value will grow at low single digits once it has cycled through the COVID-related demand. Energizer continues to be a leader in the auto care category through our strong portfolio of brands. Specifically in appearance, the largest subsegment in which we compete, our Armor All brand outpaced the category in the U.S. due to distribution gains and the strength of our innovation. In addition, our international auto care growth plan has resulted in growth ahead of the category in key markets, including Australia, Germany, New Zealand, the U.K., and Mexico. While our categories are healthy, the macro environment in which we are operating, remains difficult. This leads me to the next important topic, operating costs. Commodities, transportation and labor costs continue to rise, resulting in increased cost pressures that are incremental to the outlook we provided in November. We have moved quickly to offset these pressures through additional pricing actions, cost reduction initiatives and improved mix management. Pricing actions in both our segments were announced within the last couple of weeks and are incremental to the increases discussed in November. They will become effective late in the second quarter for North America and in the third quarter for international markets. We expect the cumulative effect of these actions to offset the inflationary cost pressures on a dollar basis. In addition to inflationary pressures, the global supply chain network remains stressed from pandemic-related disruptions, which includes port congestion and transportation delays, as well as availability challenges with respect to labor, sourced product and raw materials. As a result of this dynamic, we took a proactive approach by investing in incremental inventory in the prior year and also in the current quarter. This decision paid dividends as we were positioned to meet our customers and consumers' needs and delivered a successful first quarter. We expect to operate with elevated safety stock for the foreseeable future while we monitor the supply network for signs of stability. As you can see, the business is operating on solid footing and the underpinnings of our categories remain healthy, and in a stronger position than before the pandemic. Even with the difficulties we experienced, we delivered strong results and are on track to deliver another successful year. Before expanding on the financial highlights, I would like to point out that our segment reporting has changed from two geographical segments to two product line segments. Going forward, our two segments will be battery and lighting products and auto care, more accurately reflecting how we manage the operations. Now, turning to our results. Reported and organic revenues were both essentially flat. In battery and lights, strong demand and solid execution resulted in a modest decline in organic sales, while auto care continued its strong performance with organic growth of 1.3%. Pricing actions globally delivered roughly 2% growth and additional distribution contributed another 1%. Offsetting these gains was a decrease in replenishment volumes driven by the timing of COVID-related demand in the prior year. As a reminder, we executed price increases in our battery segment in the first quarter of this year, and we have taken pricing in auto care in both the second and third quarters of the prior year. The impact of these pricing actions was reflected in our initial outlook for this year. As Mark mentioned, we experienced significant incremental cost pressures during the first quarter and moved quickly to implement additional pricing that will benefit the second half of fiscal 2022. Sequentially, adjusted gross margin was roughly flat versus the fourth quarter of fiscal 2020 as we expected. However, adjusted gross margin decreased 320 basis points to 37.5% versus the first quarter of 2021 as pricing, lower COVID-related costs and synergies were offset by more than 700 basis points of margin erosion from inflationary cost pressures. This quarter also marks the conclusion of the integration of our battery and auto acquisitions. The successful integration positions us well to focus on continuous improvement initiatives to offset inflationary pressures going forward. A&P as a percent of sales was 6.1% versus 5.8% in the prior year as a result of planned increased spend. We remain committed to investing in our brands for the long-term health of our businesses. Excluding acquisition and integration costs, SG&A as a percentage of net sales was roughly flat at 13.2% but declined $2 million on an absolute basis as lower compensation expense was partially offset by increased travel and higher IT spending related to our digital transformation. Looking at segment profit. Both battery and lights and auto care benefited from continued strong demand, pricing actions and distribution gains. However, the inflationary input cost pressures more than offset the stronger-than-expected top line performance. This impact flowed through to the bottom line for each business, resulting in a segment profit decline of $12 million for battery and $18 million in auto care. Interest expense was $37 million or $10.3 million lower than the prior year, reflecting the benefits of significant refinancing activity of our debt capital structure over the past year. We expect a similar quarterly run rate for interest expense over the remainder of the year. I would also like to point out changes to our shares outstanding for the quarter and the remainder of the year. In the first quarter, we completed the accelerated share repurchase program that was announced last August. The total number of shares purchased under this program was nearly 2 million. Additionally, on January 18, our mandatory convertible preferred stock converted to approximately 4.7 million common shares. Absent any additional share repurchase, weighted average shares outstanding for the remainder of the year will be approximately 72. As we look at our outlook for 2022, we are facing a number of gross margin headwinds. We continue to experience significant cost pressures in transportation, driven primarily by the global backlog of ocean freight. In addition, labor availability is a major challenge across most U.S. sites, pressuring rates. And finally, many commodity markets remain at all-time highs impacting our raw material costs. Through a combination of pricing actions, improved mix management and cost reduction efforts, we expect to offset the absolute dollar amount for these rising costs. However, due to the lag in timing between the recognition of these higher costs, and the successful rollout of our pricing actions and cost reduction efforts, we expect as much as 50 basis points of additional gross margin pressure to impact us for the full year 2022. This is incremental to the 150 basis points provided in our outlook in November. We expect to see the most significant impact to gross margin in our second fiscal quarter as we will absorb the full effect of these costs without the offset from our incremental pricing position. With the benefit of the actions we are taking now, we expect gross margin to recover in the back half of the year. Given the continued strength of demand in our categories and our efforts to offset the majority of these headwinds through pricing and cost reduction initiatives, we are maintaining our fiscal 2022 outlook for roughly flat net sales, adjusted earnings per share in the range of $3 to $3.30, and adjusted EBITDA of $560 million to $590 million. As I mentioned at the beginning of the call, our team delivered well in the critical holiday season and our categories performed well globally. Like many companies, we also continue to face a rising cost environment and supply chain disruption. Given these conditions, we are taking aggressive action to offset the most recent cost escalation, including an additional recently announced pricing action in North America battery and auto care. We remain confident in our outlook for the year reflected in our reaffirmation of our guidance for net sales, adjusted earnings per share and adjusted EBITDA. I am incredibly proud of our team to continue to operate with excellence and deliver on our priorities and commitments. ","q1 adjusted earnings per share $1.03. reaffirms fiscal year outlook for net sales, adjusted earnings per share and adjusted ebitda. had a strong start to year driven by resilient demand, increased distribution, pricing actions and improved fill rates. improved inventory planning and supply chain durability enabled co to deliver in quarter. continue to see escalating input cost pressures in transportation, labor and materials. " "Against the backdrop of the reopening of the U.S., we are seeing consistent improvements in our business fundamentals. Key among these include accelerated cash collection levels and significant progress in our theater portfolio. Our increased cash collection levels reflect strengthening the businesses and an increasingly more positive environment for the experiences our properties deliver. At a macro level, with the broad increase of vaccine deployment, we are seeing a meaningful improvement in consumer confidence and stabilization of the economy as is evidenced by employment and GDP data. Separately, the new protocols from the CDC for fully vaccinated people reflect the opportunity to achieve increasing levels of normalcy and life as we once knew it. Across our portfolio, consumers have been exhibiting their desire to experience out-of-home entertainment, and our tenants businesses have been beneficiaries of this pent-up demand. In particular, during the quarter and continuing through April, consumers demonstrated their desire to return to theaters as we achieved new box-office high since the onset of the pandemic. Importantly, this momentum has been established in an environment with capacity constraints, limited content and direct-to-consumer streaming options, which provide the opportunity to view select features at home. Said another way, even with the challenges and limitations of the current operating environment, these results indicate that consumers still value the theater experience for new movie titles. We look forward to being able to fully maximize the reopening of theater exhibition as we expect that 98% of our theaters will be opened by the end of May, and consumers will have the opportunity to see a strong lineup of film titles for the remainder of 2021, many of which have been delayed several times. As we continue to manage the business, we remain laser focused on our goals for 2021, including our exit from covenant relief, reestablishment of a dividend and a return to sustained growth. During the quarter, we also made progress on our strategic capital recycling activities and utilized proceeds from dispositions and stronger collections to pay off the remaining $90 million balance on our $1 billion unsecured revolving credit facility. These steps of strengthening liquidity and optimizing the portfolio are supportive of our goals and should fuel growth as we move into the second half of the year. This was an important quarter as we sustained ongoing positive trends in key business measures necessary for us to add our existing debt covenant waivers, most specifically, continued improvement of our cash collection levels. As I stated earlier, the trends appear to be very favorable at this point, including vaccinations, consumer demand and exhibition recovery. Having positive momentum across all these areas should propel us toward the achievement of our goals. At the end of the first quarter, our total investments were approximately $6.5 billion with 354 properties in service and 93% occupied. During the quarter, our investment spending was $52.1 million, entirely in our experiential portfolio. The spending included build-to-suit development and redevelopment projects that were committed prior to the COVID-19 pandemic, as well as the acquisition of a newly constructed TopGolf facility in San Jose, California, for $26.7 million, which was acquired primarily with cash received from TopGolf as payment of a portion of their deferred rent balance. Effectively, we acquired TopGolf, San Jose, using a portion of their deferred rent as currency, a creative and complementary outcome for both sides. Our experiential portfolio comprises 280 properties with 42 operators is 93% occupied and accounts for 91% of our total investments or approximately $5.9 billion of the total $6.5 billion. We have four properties under development. Our education portfolio comprises 74 properties with eight operators and at the end of the quarter was 100% occupied. Now I'll update you on the operating status of our tenants, our deferral agreements and rent payment time lines. 71% of our theaters were open as of April 30. Under Regal's announced reopening schedule, all of our Regal theaters will be opened by May 21. And at that point, we anticipate 98% of our theaters will be open. Five of our theaters remained closed because of governmental orders. All four of our Canadian theaters are closed at least through May 20 due to governmental mandate, and our dine-in theater in San Francisco is closed until July because of local indoor dining restrictions. We have five vacant theaters not operated by any of our major exhibitors, which we are releasing and seven closed theaters, which we are selling, six of which are under contract. Finally, we are continuing to operate two theaters through a third-party manager, a former AMC in Columbus, Ohio, and the former Goodrich Savoy in Champagne, Illinois. April's box-office performance exceeded industry expectations, led by King Kong versus Godzilla, Mortal Combat and Demon Slayer. The outperformance of all three films drove box office to $189 million for April, a 66% increase from March's $113 million. The strong results from these three films show the consumer is eagerly embracing the opportunity to get back to the movies. openings and won't be fully open until late May and that less than 20% of Canadian theaters are open. With increasing vaccinations, the approach of summer and easing restrictions, the primary challenge for exhibitors now is a lack of film supply. The remaining film slate of high-quality, tent-pole films lines up nicely to drive increasing consumer demand through 2021, beginning at Memorial Day with A Quiet Place Part II and following with Venom: Let There Be Carnage, Dune, Cruella, Fast and Furious 9, Black Widow, Suicide Squad, Shang-Chi and the Legend of the Eternals, Ghostbusters: Afterlife, Top Gun: Maverick, Spider-Man: No Way Home, the Kingsman and Matrix 4. Studios, content providers and the consumer all value the big-screen experience. April's performance bears that out. I want to briefly address lessons learned over the past year. The studio's decision to delay the release of the vast majority of their tent-pole titles until theaters reopened in 2021 and 2022 is the best evidence of their commitment to the exhibition economic model and the importance of the theatrical window as a critical revenue driver for the studios and content providers. COVID-19 forced studios and exhibitors to experiment. Studios understandably evaluated alternative content delivery options, including premium video on demand, PVOD; subscription video on demand, SVOD; hybrid models of theatrical release mixed with PVOD or SVOD; and selling movies to streaming services. We believe the best indicator of the results of this experimentation is that the overwhelming majority of tent-pole films scheduled for theatrical release pre-COVID-19 will be released theatrically 2021 or 2022. It made economic sense for the studios to wait until theaters were permitted's to reopen throughout the U.S., and they did. Studios and content providers do not consider PVOD, SVOD and other forms of at-home viewing as replacements for theatrical exhibition. Consumer subscribed to streaming services for all-you-can-eat buffet content and generally aren't interested in paying an upcharge for an individual release. The relative lack of PVOD content during COVID-19 at a time when much of the country was looking for any entertainment option in their home demonstrates that studios don't see a big market for PVOD. Strong box-office numbers for Warner Bros. Films released day and date to theaters and HBO Max without upcharge also bear this out. While streaming services need content, it's hard to make the math work for PVOD or direct to SVOD without a theatrical release for major motion pictures. Additionally, major exhibitors continue their negotiations with the studios on the length of the exclusive theatrical window. It appears to be coalescing around 45 days, down from the prior 90 days. From our perspective, there are positives. Historically, over 90% of ticket sales occurred in the first 45 days. So economically, the shift in the window is not that material. With the reduced window and the need for studios, content providers and exhibitors to continue experimentation, we could see content from Netflix, Amazon and Apple shown theatrically before being moved to streaming services. Just this week, Cinemark and Marcus both announced announcement -- both announced agreements with Netflix to show Army of the Dead in theaters for one week, starting on May 14 before it's available on Netflix on May 21. This follows Cinemark and Netflix's partnering to show Ma Rainey's Black Bottom, the Midnight Sky and the Christmas Chronicles 2 theatrically. The consumers' desire to return to see movies on the big screen is reflected in the surprisingly strong performance of King Kong versus Godzilla, Mortal Combat and Demon Slayer. When theaters were allowed to reopen, box-office records were set in China, Japan and Australia. Our tenants are coming up with new and better ways to enhance the customer experience from touchless ticketing and concession ordering to private screenings. Going to the movie still remains a remarkable value for an out-of-home consumer experience. Turning now to our other major customer groups. Approximately 96% of our non theater operators are open. Our seasonal businesses are closed in the normal course. With increases in vaccinations and the fast approach of summer, we see continued strong performance in our drive-to value-oriented destinations. We are pleased with the results from the ski season. People demonstrated they still want to ski, particularly in drive-to destinations. Across the portfolio, attendance was in line with three-year averages, and revenues were down only slightly, reflecting restrictions on food and beverage in many locations. We continue to see strong performance across Eat & Play. All of our TopGolf locations, including our recently acquired San Jose location, are open. All four of our Andretti Karting locations are open, and we're delighted that our fifth in view for Georgia will open in May. All of our gyms are open and attendance continues to increase. We are seeing very strong pent-up demand across our attractions and cultural holdings. We expect this trend to continue throughout the summer as vaccinations increase and restrictions are lifted. The City Museum, Santa Monica Pier and our Titanic Museums are open. We expect all of our amusement parks and water parks to open in 2021. Seven are currently open. Five have confirmed May opening dates, and we're awaiting dates for the final two, subject to state restrictions in California and Washington. We are likewise seeing strong demand in our experiential lodging portfolio and expect the trend will continue throughout the summer as well. Pete Beach, all of our experiential lodging assets are open. Kartriteremains subject to New York State phased reopening plans for water parks, and we are working toward an opening in the summer of 2021. We are completing a substantial renovation of the Bellwether, and it will fully reopen by mid-June. Resorts World Catskills is open. All of our early childhood education centers are open, and we are seeing a steady increase in demand monthly as COVID restrictions ease and parents return to work. All of our private schools are open, utilizing a combination of in-person, online and hybrid instruction models. Our primary capital recycling activity has been in the theater category. In Q1, we sold one theater property and a vacant non-theater building for net proceeds of $13.7 million. We're very pleased with our progress in disposing vacant theaters. Since Q1 -- Q3 2020, we have sold three theaters. And as I mentioned earlier, we have executed contracts for another six. In Q4, we terminated all seven of our AMC transition leases and took back the properties. In Q4, we sold one for an industrial use. We have executed contracts for the remaining five. We also have a former CMX theater, which was rejected in bankruptcy under contract. These six projected sales are for industrial, multifamily, office, and theater reuse, and we anticipate closing on all six sales throughout 2021 and into 2022. Finally, I want to update you on the status of our cash collections and deferral agreements. Throughout the COVID-19 pandemic, our No. 1 priority was to work proactively and diligently with our customers to structure appropriate deferral and repayment agreements. We tailored each deal to give them the right amount of breathing room to reopen efficiently and help ensure their long-term health, all while protecting and improving our position in rights as landlord. We wanted to and have helped them through a period where they had significantly reduced or no cash flow, allowing them to ramp back to a stabilized cash flow. Our agreements are generally structured with rent and mortgage payments, including deferred amounts, commencing and ramping up through 2021, and in some cases, after 2021. Cash collections continue to improve in conjunction with reopenings. Tenants and borrowers paid 72% of contractual cash revenue for the first quarter and 77% in April. We're seeing results from these efforts, and I want to share two examples of this win-win approach. First, as noted earlier in my remarks, we are delighted to have acquired the brand-new TopGolf San Jose, which opened on April 16, using a portion of their deferred rent as currency. San Jose is TopGolf's second location in California. It's an outstanding location in a compelling DMA. The transaction reflects our long and valued partnership with TopGolf and our creative approach throughout the pandemic to work with our tenants to address difficult issues. Second, as noted, the ski season was strong. Early in the pandemic, before anyone knew what the ski season would look like, we worked with CamelBak to ensure they had sufficient cash to weather what we all feared could be a rough winter. Because Ski season was strong, in April, CamelBak repaid its entire deferred balance six months early. Again, this demonstrates our commitment to taking the long view of our customers' ability to perform informed by the underlying strength of our underwriting and real estate. Finally, customers representing substantially all of our contractual cash revenue, which includes each of our top 20 customers, are either paying their contract rent or interest or have a deferral agreement in place. In those deferral agreements, we have granted approximately 5% of permanent rent and interest payment reductions. Mark will provide additional color on the revenue recognition and cash collection implications for the second quarter of 2021. Today, I will discuss our financial performance for the quarter, provide an update on our balance sheet and strong liquidity position and close with some estimated forward information. I am pleased that I'll be briefer than I have been in the past few quarters. FFO as adjusted for the quarter was $0.48 per share versus $0.97 in the prior year. And AFFO for the quarter was $0.52 per share, compared to $1.14 in the prior year. Total revenue from continuing operations for the quarter was $111.8 million versus $151 million in the prior year. This decrease was due primarily to the accounting for restructured agreements with various customers, and revenue from certain tenants, which continue to be recognized on a cash basis, both as a result of the COVID-19 impact. This decrease was also due to property dispositions and an increase in vacancies. Additionally, we had lower other income and lower other expense of $6.9 million and $7 million, respectively, due primarily to the Kartrite Resort & Indoor Waterpark remaining closed due to COVID-19 restrictions. Percentage rents for the quarter totaled $2 million versus $2.8 million in the prior year. This decrease related to lower percentage rents from tenants due to the impact of COVID-19 on their operations, as well as our disposition of certain private schools in December of 2020. This decrease was partially offset by additional percentage rent from an early education tenant due to a restructured agreement. I would like to point out, as I did last quarter, that we are defining percentage rents here as amounts do above base rent and not payments in lieu of base rent based on a percentage of revenue. Property operating expense of $15.3 million for the quarter was about $2.2 million -- was up about $2.2 million from prior year, due primarily to increased vacancy. Interest expense increased by $4.4 million from prior year to $39.2 million. This increase resulted, in part, from a higher weighted average amount outstanding on our $1 billion revolving credit facility. As you may recall, at the end of the first quarter of 2020, we borrowed $750 million as a precautionary measure to provide us additional liquidity during the uncertainty caused by COVID-19. At December 31, 2020, due to stronger collections and significant liquidity, including proceeds from dispositions, we reduced the outstanding balance to $590 million and then further reduced the balance to $90 million in January of 2021. Subsequent to quarter end, we used a portion of our cash on hand to pay off the remaining balance. Adding to the increase in interest expense, we continue to pay higher rates of interest on our bank credit facilities and private placement notes during the covenant relief period of about 100 basis points and 125 basis points, respectively. We also earned less interest income from short-term investments in the first quarter as we use cash on hand to pay down the revolver and deposit rates were also lower than last year. Lastly, during the quarter, we reduced our allowance for credit loss on our mortgage notes and notes receivable, which resulted in a credit loss benefit of $2.8 million versus a loss of $1.2 million in the prior year. This benefit resulted from changes in the macro environment due to signs of recovery from the pandemic, which reduced the allowance calculated using our third-party model. Note that this benefit is excluded from FFO as adjusted. Now let's turn to our balance sheet and capital markets activities. Our debt-to-gross assets was 39% on a book basis at March 31. At quarter end, we had total outstanding debt of $3.2 billion, of which $3.1 billion is either fixed rate debt or debt that has been fixed-through interest rate swaps with a blended coupon of approximately 4.7%. Additionally, our weighted average debt maturity is approximately five years, and we have no scheduled debt maturities until 2022 when only our revolving credit facility matures, which currently has a 0 balance. As previously discussed, due to the impact of COVID-19 on our near-term financial results during 2020, we amended our bank credit facilities and private placement notes to waive certain covenants through the end of 2021, subject to certain conditions. This provides us additional time and flexibility to work with our customers. Note that we can elect to get out of the covenant relief period early, subject to certain conditions. We had $538.1 million of cash on hand at quarter end. And as I mentioned, we paid down our revolver to 0 in April. Cash collections from customers continued to improve, and we're approximately 72% of contractual cash revenue or $98.1 million for the first quarter and 77% for April. During the quarter, we also collected $29.5 million of deferred rent and interest from accrual basis tenants and borrowers, including the payment received from TopGolf that was used to purchase its San Jose location. And the deferred rent and interest receivable balance on our books at March 31 was $59 million. Subsequent to the end of the quarter in April, we received an additional $10.5 million of such deferral payments, bringing the year-to-date total to $40 million. We expect to continue to collect deferred rent and interest from accrual basis tenants and borrowers, primarily over the next 36 months. We are encouraged by the positive signs we are seeing in our customers' businesses, and we anticipate the positive trajectory of cash collections to continue over the remainder of 2021 and into 2022. As previously announced, due to the uncertainties created by the COVID-19 disruption, we are not providing any forward earnings guidance. However, we would like to update you on the expected ranges of contractual cash revenue that we expect to recognize in our financial statements for the second quarter of 2021, as well as our expected collections that relate to that same period. The expected range we expect to recognize in Q2 2021 of such contractual cash revenue is $109 million to $116 million or 80% to 85%. Additionally, the expected range we expect to collect of such contractual cash revenue in Q2 of '21 is $102 million to $109 million or 75% to 80%. Differences from the full amount of contractual cash revenue relate to deferrals granted and the associated accounting, as well as abatements. As evident from our discussion today, we are very pleased with our results and the trajectory of the recovery. The continued success of the vaccine deployment should further strengthen the momentum of experiential assets. As we've discussed previously and today, we do not have a consumer demand issue but rather a restricted environment. And as these restrictions continue to be relaxed, our properties and tenants will benefit from this pent-up demand. ","qtrly ffoaa per share $0.48. qtrly affo per share $0.52. " "Third quarter was highly productive. With our strong cash collection results and the meaningful steps we took to further solidify our balance sheet and strengthen our liquidity, we reinforced our position to pursue additional investment growth. We were pleased to report cash collections, which exceeded our expectations, driven by the accelerated recovery across our experiential properties. We believe that increased vaccination levels and new protocols have translated to increased levels of confidence as people are again going out and seeking memorable experiences. Consumers are returning to the theater in a significant way, driven by highly appealing content as studios reestablish a rhythm of releasing major titles and theaters. Strong momentum has been established with the box office with pandemic area of records being broken. This demand for the theater experience has also provided studios much greater clarity around the economic value that box office contributes. We look forward to seeing this momentum continue as studios have committed to exclusive theatrical releases and a strong slate of titles remain in 2021 and going into 2022. We are also continuing to see a sustained rebound across our non-theater experiential properties. From eat and play to experiential lodging, the common attributes of value and drive two locations provide choice, allowing consumers to spend few hours or a few days outside the home. On the capital markets front, we were pleased to once again receive an investment-grade rating with a stable outlook from S&P, while Moody's raised its investment-grade rating to a stable outlook in October, recognizing our meaningful progress. Additionally, we further solidified our balance sheet as we completed a new $1 billion credit -- revolving credit facility and $400 million debt issuance. These actions have certainly enhanced our liquidity profile and positions us well to reaccelerate our growth. Mark will provide greater detail on this. All of this progress established a strong backdrop for us to pivot to pursuing growth, and we made progress in reestablishing our investment spending momentum. As Greg will speak to, we have reengaged in discussions across many of our experiential property types. Lastly, I want to bring to your attention our updated company tag line in logo. The new tag line, the diversified experiential REIT highlights diversification as an important attribute that we will continue to build on. We believe we are uniquely positioned to capture these opportunities. We are seeing ample evidence of consumer demand for experiential properties we have the only team in the industry with proven capabilities across the entire spectrum of experiential concepts. With this backdrop of demand, combined with our team and focus we believe we truly offer a unique alternative for investors to gain diversified exposure to experiential real estate and the experiential economy. At the end of the third quarter, our total investments were approximately $6.5 billion with 358 properties in service and 96% occupied. During the quarter, our investment spending was $39.3 million, bringing the year-to-date total through September 30 to $107.9 million in each case entirely in our experiential portfolio, the spending included in acquisition, build-to-suit development and redevelopment projects. Our experiential portfolio comprises 284 properties with 43 operators and accounts for 91% of our total investments or approximately $5.9 billion of the $6.5 billion, and at the end of the quarter was 95% occupied. Our education portfolio comprises 74 properties with eight operators, and at the end of the quarter was 100% occupied. Now, I'll update you on the operating status of our tenants. Q3 theater headlines were extremely positive. Q3 total box office was $1.37 billion. Major film for release, customers returned to theaters and box office results steadily improved. The first $100 million a three-day weekend in the pandemic era wasn't until July. Since then, North American box office has exceeded $100 million for a three-day weekend five times. Shang-Chi and the Legend of the Ten Rings put an exclamation point on the quarter, establishing an all-time four-day Labor Day box office record at $94.7 million. Venom Let There Be Carnage, delivered the highest grossing opening three-day weekend during the pandemic era at $90 million. Box office momentum continues as we roll into Q4. North American box office through this past weekend is $3 billion compared to $2.1 billion for all of 2020. We believe Q4 performance will deliver around $2 billion. An instructive metric to evaluate box office recovery is to compare 2021 monthly grosses to the same month in 2019, which adjusts for the seasonality of the film schedule. Q2 box office growth was around 25% of 2019. Since then, box office has consistently improved month over month when compared to the 2019 comparable period. July was at 45%, August at 50%, September at 53%. And when final October numbers are in, we expect grosses will exceed $622 million or around 80% of 2019, the highest monthly gross since February 2020. Additionally, the number of films released to exhibition is steadily increasing and should drive continued box office recovery. During 2018 and 2019, there were around 560 new titles released to theatrical exhibition annually. In 2020, there were 327, a 42% decrease. Through September 30, there have been 285. We anticipate that number will grow to around 400 by the end of the year. The release cadence will continue to grow in 2022. Increased product will drive continued box office recovery. The remaining Q4 film slate is strong. Eternals, Ghostbusters: Afterlife, West Side Story, Spider-Man: No way Home, the Kingsman and Matrix: Resurrections. The 2022 film slate is compelling with the potential for 20 titles to gross $100 million or more up approximately 50% from 2021, anchored by two Tom Cruise pictures, Top Gun Maverick and Mission Impossible 7, three Marvel Universe films and several highly anticipated sequels, including Aquaman 2, Avatar 2, John Wick 4, The Batman, and Jurassic World. Finally, the impact of premium video on demand and streaming on the theatrical window and exhibition and theatrical exhibition is clearer. After the day and date hybrid release of Black Widow, Disney announced the remainder of its 2021 film slate will have an exclusive theatrical release. had already committed to an exclusive theatrical release for 2022. The results of day in date premium video on-demand and streaming demonstrated the best way for studios to maximize revenue is through a multipronged approach anchored by the theatrical exhibition in an exclusive window. The exclusive theatrical window is generally settling around 45 days with some variability for individual titles and exhibitors. Historically, the majority of box office gross occurred in the first 45 days. The reduction of the exclusive theatrical window will lead to more streaming services releasing more films theatrically. More content in theaters is a positive for consumers. This is already happening. In May, Netflix released Army of the Dead theatrically in select theaters, including 600 Cinemark theaters for one week prior to its availability on Netflix. Netflix is continuing its experimentation. In Q4, it will release 10 titles to theatrical exhibition before release to streaming. It won't be a 45-day window, but Netflix understands the importance of theatrical release for both revenue generation and word-of-mouth marketing. This is reinforced by the recent announcement that Netflix will operate the Bay theater in Pacific Palisades. Turning now to an update on our other major customer groups. We see continued positive performance across all segments of our drive to value-oriented destinations. The fewer the COVID restrictions, the better the performance. Across all segments, our customers found many ways to improve their profitability despite fewer guests. Consumers want to engage in social activities. We are seeing excellent performance across eat and play throughout the country with attendance approaching or exceeding 2019 levels and continued margin improvement and profitability. We saw recovering demand across our attractions and cultural holdings throughout the summer. Attractions with fewer COVID restrictions performed well and several were significantly ahead of 2019 levels. Others were negatively impacted by ongoing COVID restrictions with performance improving as restrictions were relaxed and eliminated and the impact of fewer group and school events. We anticipate continued growth in demand in 2022, assuming no material COVID restrictions. There is high demand across our experiential lodging portfolio with strong occupancy and ADR growth. The Cartwright Resort and indoor water park reopened on July 1 and ramped up through the summer. We're pleased with our progress. The Margaritaville Nashville Hotel in downtown Nashville is benefiting from Nashville's rebound to its typical diverse and robust event calendar, including live performances at the Ryman Auditorium, Tennessee Titans, and Nashville Predators games, and an IndyCar race. The RV portion of our Camp Margaritaville RV Resort and lodge in Pigeon Forge, Tennessee opened in June. We saw strong demand through the summer and into the fall foliage season, which draws visitors to -- Great Smoky Mountains National Park, the most visited national park in the country with over 12 million visitors in 2020. We the lodge will be completed in Q4. Despite the impact of reduced cruise business on Alaska, Alyeska Resort benefited from increased airlift and ground tours to Alaska and is performing well. Our Nordic Spa will open Q4. In St. Petersburg, our repositioned bellwether Beach Resort is completely renovated with all rooms and venues open, driving ADR increases. We're completing the second phase of the redevelopment at the beach comer. Heading into winter, we expect strong demand for our drive to value oriented ski destinations as evidenced by Vail's increased Epic Pass sales for 2021, '22. Vail's recently announced $320 million capital plan will improve four of our properties. Our education portfolio continues to perform well. After a challenging 16 months, we are returning to growth and actively pursuing deals in all our experiential verticals other than theaters. In Q3, we acquired the Jellystone Park Camp Resort in Warren's, Wisconsin, for $25.2 million in an unconsolidated joint venture, of which we own 95%. This iconic family campground RV park features numerous experiential amenities, including a water park and a water slide. Along with Camp Margaritaville, the Jellystone acquisition demonstrates our belief in the growth opportunities in the experiential RV park space. The remainder of the quarterly investing spending was in build-to-suit development and redevelopment projects in our Eaton Play and experiential lodging categories. Our primary capital recycling focus remains on our vacant theaters, and we're pleased with the progress. Since Q3 2020, we've sold five vacant theaters for various uses, including one that closed yesterday for approximately $6.8 million at a slight gain. We have five remaining vacant theaters. Three are under executed contracts for sale, and we're marketing the remaining two with multiple expressions of interest. In the third quarter, we also completed the sale of two land parcels. At the end of October, we sold our WISP and Wintergreen ski resorts to our tenant for $48 million or about a 9% cash cap rate with a gain on sale of $15.4 million. This was a strategic decision to improve our portfolio and our credit profile. Located in Maryland and Virginia. They were the farthest south ski locations in our portfolio. And other than Alyeska, they were our only ski resorts not operated by Vail. Finally, I want to update you on the status of our cash collections. Cash collections continue their upward trajectory. Tenants and borrowers paid 90% of contractual cash revenue for the third quarter. In addition, we collected a total of $11.3 million of deferred rent and interest during the quarter, as well as $5.3 million on a previously reserved note receivable. Through September 30, we have collected a total of $59.5 million of deferred rent and interest from accrual and cash basis customers. Mark will provide additional color on revenue recognition and cash collections for the third quarter and the remainder of the year. We are excited by the prospect of each metric approaching 100% in the fourth quarter. Today, I will discuss our financial performance for the quarter, provide an update on our capital markets activities and strong balance sheet and close by reviewing our increase in 2021 earnings guidance. as adjusted for the quarter was $0.86 per share versus a loss of $0.16 in the prior year, and AFFO for the quarter was $0.92 per share compared to $0.04 in the prior year. Total revenue for the quarter was $139.6 million versus $3.9 million in the prior year. This increase was due primarily to improved collections and revenue from certain tenants, which continue to be recognized on a cash basis or were previously receiving abatements, as well as less receivable write-offs than in prior year. I will have more on collections later in my comments. Scheduled rent increases, as well as acquisitions and developments completed over the past year also contributed to the increase. This increase was partially offset primarily by property dispositions. Additionally, we had higher other income and other expense of $7.9 million and $5.2 million, respectively, due primarily to the reopening of the Kartrite Resort and indoor water park after being closed due to COVID restrictions, COVID-19 restrictions, as well as the operations from two theater properties. Percentage rents for the quarter totaled $3.1 million versus $1.3 million in the prior year. This increase related to higher percentage rents from an early education tenant due to a restructured agreement, as well as stronger performance than expected at two attraction properties and one ski property. This was partially offset by the disposition of certain private schools in December of 2020. I would like to point out, as I have in recent prior quarters that we are defining percentage rents here as amounts due above base rent and not payments in leaf base rent based on a percentage of revenue. Costs associated with loan refinancing or payoff for the quarter of $4.7 million related to the write-off of fees and termination of interest rate swaps related to the repayment of our $400 million unsecured term loan facility during the quarter. Interest expense net for the quarter decreased by $5.2 million compared to prior year due to reduced borrowings offset by lower interest income on short-term investments. In addition to the repayment of the term loan, we had no balance on our revolving credit facility during the quarter. You may recall that in prior year, we had drawn $750 million on our revolving credit facility as a precautionary measure which provide us with additional liquidity during the early days of the pandemic. During the quarter, we continued to see improvement in the credit profile of our mortgage notes and notes receivable, resulting in a credit loss benefit of $14.1 million versus a loss of $5.7 million in the prior year. The primary reason for the benefit this quarter was stronger-than-expected performance by a borrower, resulting in a partial repayment of $5.3 million on a fully reserved note and the release from an additional $8.5 million in funding commitments that also had been previously reserved. Note that this benefit is excluded from FFO as adjusted. Lastly, income tax expense was $395,000 for the quarter versus $18.4 million in the prior year. This variance related to the full valuation allowance recognized on all deferred tax assets during the third quarter of 2020 and which effectively eliminated the impact of deferred income taxes after that time. Now, let's move to our capital markets and balance sheet. With a very productive quarter related to financing activities that resulted in several improvements in our balance sheet and a lower cost of capital for EPR. As mentioned earlier, we repaid our $400 million unsecured term loan on September 13. And following this repayment, we received an investment grade rating from S&P on our unsecured debt with a stable outlook, which added to the existing investment grade rating from Moody's. Additionally, Moody's raised its outlook to stable during October. On October 6, we amended and restated our $1 billion revolving credit facility to extend the maturity to October 2025, with extensions at our option for a total of 12 additional months subject to conditions. We are pleased that the new facility has the same pricing terms and financial covenants as the prior facility with improved valuation of certain asset types. On October 27, we closed on $400 million of new 10-year senior unsecured notes at a coupon of 3.6%, the lowest in the company's history. The offering was over 4.5 times subscribed, which allowed us to significantly tighten pricing and achieve a negative 5 basis points new issue concession. As previously announced, the proceeds from this offering will be used in part to redeem all $275 million of our 5.25% senior unsecured notes at the make-whole amount on November 12. Our net debt to gross assets was 38% on a book basis at September 30. Pro forma for the bond transactions, we will have total offsetting debt of approximately $2.8 billion, all of which will be either fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.3%. Additionally, our weighted average debt maturity will be approximately 6.5 years with no scheduled debt maturities until 2024. We had $144.4 million of cash on hand at quarter end, which is expected to increase by approximately $95 million with the issuance of the new 10-year bonds net of the redemption of the 2023 bonds, and we have nothing drawn on our $1 billion revolver. We continue to be encouraged by the positive signs we are seeing in our customers' businesses and the resulting positive trajectory we are experiencing in cash collections. Cash collections from customers continue to exceed expectations and were approximately 90% of contractual cash revenue were $124.5 million for the third quarter. This is -- this amount is more than the high end of the guidance range we had previously provided and was primarily driven by additional collections from cash basis customers. During the quarter, we also collected $7.7 million of deferred rent and interest from accrual basis tenants and borrowers and the deferred rent and interest receivable on our books at September 30 was $40.9 million, which we expect to collect primarily over the next 27 months. Additionally, during the quarter, we collected $3.6 million in deferral repayments from cash basis customers that were recognized as revenue when received. At September 30, we had about $126 million of deferred rent and interest owed to us not on the books. We anticipate collecting some of this amount over the next two quarters. However, most of this amount is scheduled to begin to be collected over about 60 months beginning in May of 2022. Revenue will continue to be recognized on these amounts when the cash is received. Finally, as discussed previously, we also received a note repayment from a cash basis customer of $5.3 million, which resulted in credit loss recovery that is excluded from FFO as adjusted. Adding this all together, and as you can see on the slide, we collected more than 100% of contractual cash revenue for the quarter. We are pleased to be increasing guidance for 2021 FFO as adjusted per share from a range of $2.76 to $2.86 to a range of $2.95 to $3.01. The guidance for 2021 FFO as adjusted per share includes only previously committed additional investment spending of approximately $6 million for the last three months of 2021. Guidance for disposition proceeds has also been increased from $40 million to $50 million to $93 million to $103 million, primarily to reflect the sale of the two ski properties that Greg discussed. As we have done in previous quarters, we would also like to update you on the expected ranges of contractual cash revenue that we expect to recognize in our financial statements for the fourth quarter of '21, as well as our expected collections that relate to those same periods. The range we expect to recognize in Q4 of such contractual cash revenue is $133 million to $138 million or 96% to 99%. Additionally, the expected range we expect to collect of such contractual cash revenue in Q4 is $131 million to $135 million or 95% to 97%. Differences from the full amount of contractual cash revenue related to deferrals granted and the associated accounting. Please note that the definition of contractual cash revenue continues to exclude percentage rents straight line and other noncash revenue and revenue related to managed properties. I would also like to note that beginning in 2022, we expect both current quarter collections and revenue recognition to be at 100% of contractual cash revenue, and we expect to continue to collect deferral amounts from prior periods. Finally, I thought it would be helpful to provide a bridge from the midpoint of our previous FFO as adjusted per share guidance of $2.81 to the midpoint of our increased guidance of $2.98. As you can see on the slide, the increase is driven by increased revenue recognition and percentage rents, as well as lower interest expense and G&A, partially offset by the impact from increased dispositions and lower operating profit from managed properties. Details regarding all of our 2021 guidance can be found on page 22 of our supplemental. As you've heard today, our recovery is nearly complete, and we are focusing on a return to growth. As we've stated, we have the team, the balance sheet and equally important, the consumer demand to make that happen. We look forward to demonstrating these efforts in the coming quarters. ","qtrly ffoaa per diluted common share $0.86. qtrly affo per diluted common share $0.92. increasing its 2021 guidance for ffoaa per diluted common share to a range of $2.95 to $3.01. " "We are happy to be with you as we turned the calendar to 2021, and I sincerely hope that everyone is staying healthy and safe. Joining me on the call today are company's CIO, Greg Zimmerman; and company's CFO, Mark Peterson. For the overview, clearly, 2020 was a year unlike any other we've experienced since the company was founded in 1997. Early in the onset of the pandemic, we recognized the need to fortify the company's balance sheet to maintain sufficient liquidity for the long term. Key among early actions was to defer an anticipated gaming venue investment of approximately 1 billion, along with deferring other uncommitted investment spending of approximately 600 million. Additionally, we accessed our unsecured credit facility as a precautionary measure and suspended our monthly dividend to common shareholders. We determined that these actions were prudent due to the extremely challenging environment in which our tenants have been operating. As we speak today, our liquidity remains in a strong position with cash on hand in excess of 500 million. This large reserve of cash reflects the fact that we are to return to normalcy. However, as we announced in our quarterly disclosure on January 7, we generated positive cash flow in the fourth quarter and anticipate this trend to continue. The recent paydown of our credit facility balance reflects this positive momentum and demonstrates our increased confidence. Throughout 2020, our team was focused on the many challenges brought on by the pandemic, including monitoring tenant performance, assisting in reopening plans and collaborating to develop plans that ensure long-term stability and success for both our tenants and EPR Properties. We have seen the success of this strategy with our nontheater tenants, where approximately 94% are open and rent collections have improved materially. While our properties are still impacted by locally mandated closures and capacity restraints, performance and customer demand continued to improve, which we believe demonstrates our final thesis of people's desire for experiences. As Greg will discuss in more detail, our theater tenants are still primarily challenged with limited film product, which should subside as we progress through 2021. However, early indications from around the world indicate that when product is available and flowing, there is robust consumer demand. Overall, we are pleased with both the progress and trajectory of our recovery as it is reflected in a continued increase in cash collections as we entered 2021. Throughout the year, we made continuous progress. And as I've stated before, I'm very proud of how our team has responded to the substantial challenges that they have faced. Looking ahead, as we look forward in 2021, we're encouraged by the accelerated rollout of vaccines. will continue to be a phased process, yet we also believe that as a society, we are more than ready to return to a sense of normalcy. We also continue to be encouraged by the resiliency displayed by many of our tenants and anticipate that theaters will follow a similar pattern when they open more widely and key titles are consistently released. As the country begins the recovery process, we look forward to getting back on the path to growth. This process requires continued improvement and stabilization of our cash collections, which will allow us to exit our existing debt covenant waivers. Upon achieving that goal, our focus will turn to reinstituting our common dividend and reinitiating our investment spending program. The timing of achieving these milestones will be entirely dependent on a number of variables, including an effective vaccine deployment. However, as today's results indicate, our progress has measurably improved in the early months of 2021, and we are optimistic that our goals are achievable during the second half of 2021. At the end of the first quarter, our total investments were approximately 6.5 billion with 356 properties in service and 94.2% occupied. During the quarter, our investment spending was 22.8 million and was entirely in our experiential portfolio, comprising build-to-suit development and redevelopment projects that were committed prior to the COVID-19 pandemic. For the year, our investment spending was 85.1 million. Our experiential portfolio comprises 281 properties with 43 operators, is 93.8% occupied and accounts for 91% of our total investments or approximately 5.9 billion of the total 6.5 billion. We have three properties under development. Our education portfolio comprises 75 properties with 12 operators, and at the end of the quarter was 100% occupied. As the vaccine rollout accelerates, people are looking for safe and easily accessible ways to get out of their homes and come back together with friends. Our operators are working hard to offer entertainment experiences which create memories in safe environments. We're seeing that as consumers become increasingly confident in safety measures and restrictions are reduced, they're returning to our properties. Now I'll update you on the operating status of our tenants, our deferral agreements and our rent payment time lines. 60% of our theaters were open as of February 22nd. As we have previously noted, Cineworld made the decision to close all of its U.S., U.K. and Ireland theaters because of the lack of tentpole films from Hollywood. Today, none of our 57 Regal theaters are open. Theaters continue to face significant headwinds from the lack of tentpole films and capacity and concessions restrictions implemented by state and local governments. These challenges will slowly begin to abate during vaccination ramp up and with loosening restrictions throughout the country. Based on the current vaccine -- vaccination cadence, we believe major film releases and box office will begin to accelerate in the second half of 2021. The 2021 film slate was strong before the pandemic. Because a number of films scheduled for 2020 pushed to 2021, we believe the projected film slate will provide a strong content cadence for theaters to ramp up as vaccinations increase, normalcy returns and consumers feel more and more comfortable returning to the movies. 2021 tentpoles currently scheduled for release beginning in May include Black Widow, the Fast & Furious 9, Top Gun: Maverick, Jungle Cruise, Death on the Nile, A Quiet Place Part II, Dune, No Time to Die, Ghostbusters: Afterlife and MI7. Box office strength will continue into 2022 with Jurassic World: Dominion pushing to mid-'22. As demonstrated by consumer behavior in Asia and the Hollywood release schedule, we do not see evidence of structural changes in theater going habits as a result of the COVID-19 pandemic. In Asia, the consumer bounced back quickly. China's box office continues to perform solidly even in weeks without products. During the Lunar New Year holiday, Detective Chinatown three opened with the highest grossing opening day, $163 million and opening weekend, $398 million, in history outpacing Avengers: Endgame. Over the Lunar New Year holiday, Detective Chinatown three and Hi, Mom each grossed over $620 million. In January, Demon Slayer became Japan's highest grossing movie ever. Further, as provided by the continued recovery and resilience of our other experiential tenants, which I'll discuss in a moment, customers still want to engage in entertaining, affordable out-of-home experiences. Once they know the operator is open and become comfortable with new protocols, we see that they are returning to experiential assets. We are confident the same will hold true for theaters as vaccinations ramp up and normalcy returns. As we have said throughout the COVID-19 pandemic, the studio's decision to push the vast majority of tentpoles to theatrical release in 2020 and 2022 is the best evidence of their commitment to the exhibition economic model. The economics are straightforward. Tentpole films cost well over $100 million to produce so the studios need theatrical release to maximize revenue for major pictures. Of the projected top 30 box office films scheduled for release beginning in February 2020, only six films were moved to nontheatrical release and one other, Wonder Woman 1984, was released simultaneously to theaters and HBO Max. In uniquely trying times, studios took the opportunity to test alternative delivery channels and for those with streaming services to add subscribers. Even when in parts of the country, people could not leave their homes and theaters were either completely shut down or open with capacity and concessions restrictions, these releases had limited success. After a couple of major tests with Wonder Woman 1984's simultaneous theatrical and HBO Max release and the release of Mulan, Trolls World Tour and Soul to premium video-on-demand or streaming video-on-demand, the studios withheld the vast majority of top films from digital-only distribution to preserve theatrical release in 2021. On its recent earnings call, Disney reaffirmed it will release Black Widow theatrically, subject to opening cadence and consumer sentiment about going back to the movies, proving that all things being equal, Disney continues to see the enormous power of theatrical release for major motion pictures. Likewise, Paramount recently publicly confirmed that Top Gun: Maverick will be released theatrically in July, again, subject to vaccination rollout. In summary, despite the unique challenges presented by COVID-19, Hollywood continues to recognize that consumers still prefer to see movies on the big screen and don't embrace PVOD as a viable value alternative. The decision to push theatrical release dates for the vast majority of major films, even after a unique period of experimentation, demonstrates that theatrical exhibition remains the preferred medium for consumers and the best format to deliver returns to the studios for major releases. I also want to update you on our other major customer groups. Approximately 94% of our nontheater operators are open or for seasonal businesses are closed in the normal course. These businesses continue operating with appropriate safety protocols to comply with state and local requirements. Performance remains fluid, depending on the impact of COVID-19 in each locale. However, at a high level, our operators are resilient and performance has generally exceeded their expectations in the face of this lengthy pandemic. Furthermore, we are seeing the benefit of owning drive-to value-oriented destinations. I'll now provide a brief update on each of our property types. The ski season is under way. All of our ski resorts are open, and we're pleased with the results to date. All of our Topgolf locations, all of our Andretti carting locations and all of our family entertainment centers are open. All but one of our U.S. gyms are open. About 61% of our attractions had opened for normal operations prior to normal seasonal shutdowns. As we have indicated in past calls, a few of our attractions missed all or part of the season due to governmental health and sanitation measures and the financial feasibility of operating with reduced occupancy in a truncated season. All of our cultural operators are open. Except for the Kartrite Resort & Indoor Waterpark, all of our experiential lodging assets are open. Kartrite remains subject to New York state's phased reopening plans, and we are planning for a Kartrite reopening in summer 2021. Resorts World Catskills is open. Finally, turning to our education portfolio, all of our early education centers are open. We are seeing a steady increase in demand monthly as COVID restrictions ease and parents return to work. All of our private schools remain open, utilizing a combination of in-person, online and hybrid instruction models. Varying state and local requirements continue to influence each school's instruction model. Volatility in reopening plans for public school systems has benefited private schools, and we believe parents continue to see the value of private school instruction. We continued progress in executing our strategy to reduce our overall education portfolio. In December, we sold six private schools and four early childhood education centers for net proceeds of $201 million. These assets were sold at cash and GAAP cap rates based on base rents of 8.1% and 9%, respectively. Note that over the past two years, we also collected average annual percentage rents of 6.3 million from three of the private schools based on total tuition levels. However, these percentage rents were scheduled to expire over the next few years. Overall, the assets included in this sale were an excellent investment for us with an unlevered internal rate of return of 13% over the life of our ownership. Additionally, we sold four experiential properties and two vacant land parcels for net proceeds of around 23 million. Total disposition proceeds in the quarter were 224 million. During the quarter, we terminated all seven of our AMC transition leases and took back the properties. We are executing our plans for each location. In December, we completed the sale of one of the transition lease properties for an industrial use. We are in various stages of active negotiation to sell another 5. We anticipate these will result in various uses, including industrial, multifamily, office, retail and theater reuse. We also took over management of two of our theaters. One of the transition lease properties in Columbus, Ohio; and the former Goodrich Savoy in Champaign, Illinois. We have retained a well-respected experienced theater management company to operate both locations on our behalf and both are open for business. I want to take a moment to update you on the status of our cash collections and deferral agreements. Cash collections have continued to improve in conjunction with reopenings. Tenants and borrowers paid 46% of pre-COVID contractual cash revenue for the fourth quarter versus 29% and 43% in the second and third quarters, respectively. As Mark will go over, we expect first quarter cash collections to significantly exceed fourth-quarter collections. In January, we collected 66%. And in February, collections are currently 64%. In each case, of pre-COVID contractual cash revenue. During the quarter, due to the continuing impact from COVID-19, we reserved the outstanding principal loan balance of 6.1 million and the unfunded commitment of 12.9 million for one of our attractions operators. Customers representing approximately 95% of our pre-COVID contractual cash revenue, which includes each of our top 20 customers, are either paying their pre-COVID contract rent or interest or have deferral agreement in place. In those deferral agreements, we have granted approximately 5% of permanent rent and interest payment reductions. However, there can be no assurance that additional permanent rent or interest payment reductions or other term modifications will not occur in future periods in light of the continued adverse effect of the pandemic and financial condition of our customers, particularly with the ongoing uncertainty in the theater industry. As we've discussed, our exhibition partners have faced and continue to face serious headwinds. It goes without saying that the lack of product and reopening restrictions have weighed heavily on box office performance since early 2020 and continue to dramatically impact projected box office performance. Our goal has been to work diligently with all of our customers to structure appropriate deferral and repayment agreements to facilitate their ability to reopen efficiently and help ensure their long term health, while also protecting our position and rights as landlord. We intended to help them through a period where they have significantly reduced or no cash flow, allowing them to ramp back up to stabilize cash flow. We individually tailored each deal, considering the variables impacting each business and improved our position through various arrangements. These agreements are generally structured with rent and mortgage payments commencing and ramping up through 2021 and in some cases, after 2021. Repayment of deferred amounts typically commences in 2021 and depending on the deferred amount to allow our customers some breathing room, the deferral repayment period generally extends beyond 2021. The vast majority of our arrangements provide for repayment of all deferred rent. As we have stated previously, in a few cases, we have provided rent concessions, but we've generally received equal or greater value through additional lease term, additional collateral or other benefits. In most cases, our customers have paid and continue to pay third-party expenses, including ground rent, taxes and insurance. Mark will provide additional color on the revenue recognition and cash collections implications for the first quarter of 2021. Today, I'll discuss our financial performance for the quarter and year, which continued to be impacted by the disruption caused by COVID-19, provide an update on our balance sheet and strong liquidity position and close with some estimated forward information. FFO as adjusted for the quarter was $0.18 per share versus $1.26 in the prior year, and AFFO for the quarter was $0.23 per share compared to $1.25 in the prior year. Note that the operating results for the prior year included the public charter school portfolio, which was sold during the fourth quarter of 2019 and are included in discontinued operations. Total revenue from continuing operations for the quarter was 93.4 million versus 170.3 million in the prior year. This decrease was due to the accounting for the various agreements with customers as a result of the COVID-19 impact similar to what we discussed last quarter. During the quarter, we wrote off 2.4 million in receivables related to putting two additional customers on a cash basis of accounting, bringing the total for the year for such write-offs to 65.1 million, including 38 million of straight-line rent. Additionally, due primarily to the Kartrite Resort & Indoor Waterpark remaining closed due to COVID-19 restrictions, we had lower other income and lower other expense of 7.4 million and 8.7 million, respectively. Percentage rents for the quarter totaled 3 million versus 6.4 million in the prior year. This decrease related primarily to the closure of properties due to COVID-19 restrictions. I would like to point out, as I did last quarter, that we are defining percentage rents here as amounts due above fixed rent and not payments in lieu of fixed rent based on a percentage of revenue. Therefore, AMC and other theater tenants that were in the fourth quarter making cash payments based on a percentage of their revenue against contractual rents are recognized as minimum rent. Property operating expense of 16.4 million for the quarter was up slightly versus prior year, but was up about 2.5 million from the last quarter due to increased vacancy, including the terminated AMC leases that Greg described. Transaction costs were $0.8 million for the quarter compared to 5.8 million in the prior year. The decrease is related primarily to lower costs incurred related to the transfer of early education properties to Crème de la Crème. Interest expense increased by 7.9 million from prior year to 42.8 million. This increase was primarily due to the precautionary measure we took last March to draw 750 million on our 1 billion revolving credit facility, which provided us with additional liquidity during this uncertain time. Due to stronger collections and significant liquidity, including 224 million in net proceeds received from property dispositions in the fourth quarter, we reduced the outstanding balance by 160 million to 590 million at year-end. Subsequent to year-end, we used a portion of our cash on hand to further reduce this balance by 500 million, resulting in a current balance of 90 million on our revolver. As I noted last quarter, we are also paying higher rates of interest on our bank credit facilities, as well as our private placement notes during the covenant relief period. The next slide lays out fourth-quarter results reflecting the impact of the receivable write-offs I discussed earlier. These write-offs totaled $0.03 per share for the quarter and $0.86 per share for the year. During the quarter, we had other items that were excluded from FFO as adjusted. Gain on sale of real estate was 49.9 million and gain on insurance recovery, which is included in other income, was 0.8 million. We recognized a total of 22.8 million in impairment charges because of shortening in our expected hold periods on four theaters as we expect to sell each of these properties. In addition, we recognized net credit loss expense of 20.3 million that was due primarily to fully reserving the outstanding principal balance and unfunded commitment related to notes receivable from one borrower, as Greg discussed. We also recognized severance expense of 2.9 million due to the retirement of an executive as previously announced. Our results for the full-year 2020 were clearly impacted by COVID-19 as FFO as adjusted per share was $1.43 versus $5.44 in the prior year, and AFFO per share was $1.89 versus $5.44 in the prior year. Note again that the prior period results included the public charter school portfolio that was sold during 2019 and those results, including 24.1 million in termination fees, are included in discontinued operations. As discussed last quarter, we have classified our tenants and borrowers into categories based on how we accounted for them in the context of our annualized pre-COVID contractual cash revenue level of 624 million, which consists of cash rent, including tenant reimbursements and percentage rents and interest payments. This annualized cash revenue excludes properties under -- properties operated under a TRS structure. The changes of these classifications from last quarter were not very significant, but include a new category to reflect sold properties, most of which was previously classified under the first category titled, no payment deferral. There was also a slight increase in the new vacancies category, primarily as a result of the terminated AMC leases. Now let's move to our balance sheet and capital markets activities. Our debt to gross assets was 40% on a book basis at December 31. At year-end, we had total outstanding debt of 3.7 billion, of which 3.1 billion is fixed rate debt or debt that has been fixed through interest rate swaps with a blended coupon of approximately 4.6%. Additionally, our weighted average debt maturity is approximately five years, and we have no scheduled debt maturities until 2022 when only our revolving credit facility matures. As previously announced, due to the continued pressure on near-term quarterly results, as a result of the impact of COVID-19, during the quarter, we further amended our bank credit facilities and private placement notes to obtain an extension through the end of 2021, subject to certain conditions, of the waivers of the same four covenants temporarily suspended in June. This amendment provides us additional time and flexibility to work with our customers during this period of uncertainty. Note that we can elect to get out of the covenant relief period early, subject to certain conditions, and there was no change in the interest rate schedules from that agreed to previously. We believe we have sufficient liquidity to see us through the market disruption caused by COVID-19. We had over 1 billion of cash on hand at year-end. Cash flow from operations was positive for the fourth quarter at approximately 6 million. And we expect our operating cash flow to be substantially higher as we move into 2021. This positive trajectory and our substantial liquidity gave us confidence in our decision, subsequent to year-end, to pay down our 1 billion line of credit to 90 million, while still maintaining about 500 million of cash on hand. In addition, subsequent to year-end, we reduced the balance outstanding on our private placement notes by 23.8 million to 316.2 million as a result of certain property sales and in accordance with the recent amendment to those notes. There was no prepayment penalty on this paydown. As previously announced, due to the uncertainties created by the COVID-19 disruption, we are not providing forward earnings guidance. However, we would like to update you on the expected ranges of contractual cash revenue that we expect to recognize in our financial statements for the first quarter of 2021, as well as our expected collections for the same period. Because there have been changes in the portfolio due to permanent rent reductions, acquisitions and dispositions, changes in the occupancy levels and other items, we are moving away from reporting against pre-COVID contractual cash revenue to current contractual cash revenue for purposes of our guidance and future reporting. This slide shows a reconciliation of those amounts, which begins with pre-COVID contractual cash revenue, including percentage rents, for both the quarter and annualized of 156 million and 624 million, respectively, and then subtracts out pre-COVID percentage rents of 4 million and 15 million, respectively. From there, we make the additional adjustments to the portfolio I just described, to come to the current contractual cash revenue amount of 136 million for the first quarter and 545 million annualized. Note that both of these amounts are before the impact of any temporary abatements or deferrals. Accordingly, the expected range we expect to recognize in Q1 of '21 is 98 million to 105 million or 72 to 77% of such contractual cash revenue. Additionally, the expected range we expect to collect in Q1 of 2021 is 87 million to 93 million or 64 to 68% of such contractual cash revenue. Differences from the full amount of contractual cash revenue relate to deferrals granted and the associated accounting, as well as abatements. No one is happier than EPR to put 2020 behind us, and we look forward like many consumers to begin again enjoying the experiences that our properties offer. ","qtrly affo per diluted common share $0.23. qtrly total revenue from continuing operations$93.4 million versus $170.3 million. approximately 94% of company's non-theatre and 60% of company's theatre locations were open for business as of february 23, 2021. " "escotechnologies.com, under the link Investor Relations. Before we get into the financials, I'll provide a brief update on today's COVID environment. We continue monitoring the situation on a regular basis, and our primary goals remain the same; stay ahead of the curve, provide a safe working environment and protect the health of our employees. The decisive actions we've taken and the operating protocols we've implemented since the start of the pandemic were done with a clear focus, which was to protect our strong financial condition, to deliver products and services and support of our customers, all while keeping our employees safe and healthy. Our solid operating results in Q1 coupled with our strong liquidity position demonstrates that the measures we've taken will allow us to successfully navigate through this challenge. Our actions will benefit as we're going forward as things continue to move toward a more normal state. And I'm confident that our disciplined approach to operating the business will result in our continued success throughout the balance of fiscal 2021. While Gary will provide financial details, I'll offer top level comment by noting that while our Q1 A&D sales were lower than prior year due to COVID's impacts on commercial aerospace. Our portfolio diversity allowed us to overcome this headwind as we substantially increased our adjusted earnings per share from prior year, due to the strong performance from our other operating units. Our Navy business remained strong and well-funded. Our test business continues to outperform with increased margins and our USG business saw some meaningful calendar year-end spending across the utility customer base. Coupled with the cost reduction actions we recently implemented, USG delivered an adjusted EBITDA margin of nearly 25%, up from approximately 19% in the prior year's Q1. We're fortunate to have strong and experienced leadership teams across the company, who continues to demonstrate their ability to effectively manage costs, to meet changing market demands. Our teams are actively addressing the challenges of today, while continuing to focus on being even stronger tomorrow. ESCO will continue to benefit from our leadership positions in several niche markets, where we deliver set of unique and highly technical products and solutions, specifically designed to meet our customer needs. This makes it difficult for our solutions to be replaced by alternative sources. The fundamentals of our portfolio remain strong and our goal remains the same, to create long-term shareholder value. Navigating today's COVID world, our number one financial priority remains the same, maintaining our substantial liquidity. As I said from the start of the pandemic, when challenging times pop-up unexpectedly, cash is king. I'm extremely pleased with the significant cash flow we generated in Q1, as normally our first quarter is the weakest quarter of the year, when it comes to cash generation. Following up on the strong cash flow performance of the past year, we kicked-off fiscal 2021 with a record amount of cash flow, resulting in a free cash flow conversion ratio of 127% of net earnings. Clearly, our working capital initiatives are taking hold across the company, and while impressive today, we have set larger goals for the future. Today, we have approximately $740 million of liquidity at our disposal between cash on hand and available credit capacity while carrying a modest leverage ratio of 0.38. In the release, we called out a couple of discrete items, which are described in detail and are excluded from the calculation of adjusted EBITDA and adjusted earnings per share in both Q1 periods. I'll briefly touch on a few comparative highlights. We reported adjusted earnings per share of $0.55 a share, which increased $0.12 or 28% from the $0.43 we reported in prior year Q1. The $0.55 also exceeded the consensus estimate of $0.45. Given the backdrop of today's COVID operating environment, I'm pleased to report that we deliver Q1 adjusted EBITDA of over $29 million, which is approximately 4.5% higher than Q1 of last year, despite the noted sales decline in A&D that Vic mentioned, related to softness within commercial aerospace, which historically is one of our most profitable operating units. Total sales in Q1 decreased $9 million compared to Q1 of last year, but Navy and space sales were up $4 million in A&D, which helped to mitigate the decline in commercial aerospace and Test and USG sales were up a combined $2 million. Despite the noted increase in USG's Q1 sales resulting from the release of some pent-up demand, Doble continues to expect some near-term deferrals of project deliverables and maintenance work as many utility customers, both domestic and international are continuing their COVID protocols, reflecting the various mandates restricting onsite personnel at customer locations. Consistent with their earlier communications, we believe the back half of 2021 will be stronger than the first half. And as vaccine rollouts continue to accelerate, this should allow Doble's customers to return to a more normal operating environment. We took several cost reduction actions recently, and as a result, we increased our Q1 gross margin by 150 basis points to 39.4% and reduced our SG&A spending by nearly 3%. These favorable outcomes were achieved despite adding the recent ATM acquisition in October, which is not fully operating at capacity during its transition to Crissair, and despite our continued spending on R&D and new product development to benefit our future. Amortization of intangibles, interest expense, and tax expense as a percent of pre-tax income also decreased in Q1, as we look at all costs and spending similarly. Entered orders were solid, as we booked $158 million in new business and ended the quarter with a backlog of $512 million with a book-to-bill of 97%. As we move forward throughout 2021, I'll remind you that our DoD business, led by our participation on the Block V contract for additional Virginia class submarines, where we booked several large orders during fiscal 2020 will be delivering products against these large multi-year programs, which will mathematically reduce the optics of our book-to-bill going forward. As we work through the year, COVID will continue to bring along some uncertainty, which makes it difficult to predict how our near-term operations will be affected using our normal forecasting methodologies. And as a result of this uncertainty, we'll continue our current protocol of not providing finite earnings per share guidance for the balance of the year. Consistent with our November communications, from a directional perspective, we can point to several areas where we see positive momentum. Our commercial aerospace and our utility end markets are showing some degree of customer stabilization, which supports our current outlook suggesting movement toward a recovery in the second half of 2021. The increasing distribution of the COVID vaccine is anticipated to benefit and accelerate the recovery of commercial air travel and utility spending with customers resuming more normal buying patterns. While we solidly beat Q1, we still expect the first half of 2021 to be slightly down compared to the first half of 2020 and the outlook for the second half of 2021 is expected to be a favorable comparison to the second half of fiscal 2020, given the various elements of recovery that we are anticipating. We expect to show growth in fiscal 2021 adjusted EBITDA and adjusted earnings per share compared to fiscal 2020 with adjusted EBITDA and adjusted earnings per share reasonably consistent with that reported in 2019. If we complete any additional acquisitions during the year, it is expected they would contribute to these expectations. I won't spend much time recapping the first quarter. The commentary and release captures my perspective, but I will offer some qualitative comments about our end markets and our expectations for the balance of the year. Starting with our A&D Segment, while we're seeing some signs of modest recovery in commercial aerospace, we expect continued softness over the next three to six months. We are seeing some stabilization in OEM build rates and increase in airline passenger traffic, and flight miles evidenced by the fact that quite a few air carriers bringing more of their idle fleet back in the service, and daily TSA passenger boarding numbers are moving in the right direction. Just as we saw in Q1, the defense portion of our A&D business is and will continue to remain strong for the foreseeable future, given our backlog and platform positions. We also see the current situation in aerospace market as an opportunity for ESCO and we continue to look at suppliers, our competitors where we may be able to provide assistance by a partnering or through an acquisition. Our Test business delivered a really solid Q1 by significantly beating our internal expectations and delivering an EBITDA margin of nearly 13% versus 11% last Q1. Test outlook remains solid, given the diversity of its served markets. While USG had a really strong first quarter coupled with favorable sales mix driving a solid EBIT margin, we now expect USG's sales outlook to be -- we do expect it to be soft for Q2 before returning to more normal levels in the second half of the year. As COVID vaccine gets more widely distributed throughout utility service personnel, we expect USG market to come back on line more quickly as they can relax some of today's social distancing guidelines, utility service personnel can return to their normal site visit routines. We continue to communicate with and support our utility customers remotely and our client service engineers are doing a really good job of capitalizing on their relationships with their utility counterparts to provide real-time solutions. This has been accomplished through a lot of creative means and positions Doble for success when the current site restrictions are eased. I'm pleased with the enthusiasm surrounding USG's pipeline of new products and solutions and we continue to see NRG's end market is improving as new investments in renewable energy are increasing in both wind and solar. Our new solar product introductions have been growing far better than anticipated and we expect that trend to continue. Moving on to M&A, we continue to evaluate several opportunities and we'll continue taking a prudent and deliberate approach. We expect to take action on these opportunities to grow our business as we have in the past. Our board is supportive of our M&A strategy and our current balance sheet provides us with plenty of liquidity to allow us to add to our existing portfolio. Regarding our recent acquisition of ATM, I am pleased to report the integration into our Crissair facility in Valencia, California is on track and should be completed within the next two to three months, which should further improve ATM's contribution margin. So to wrap-up, we delivered a solid first quarter from both the cash flow and earnings standpoint. As we move through the fiscal 2021, our plan is continue to focus on the fundamentals and look for opportunities to leverage our infrastructure through M&A, to create additional operating efficiencies, ensure we're well positioned for long-term success. So with that, I'd be glad to take any questions. ","current business outlook for 2021 is consistent with commentary included in company's previous earnings release. " "technologies.com under the link, Investor Relations. There continue to be a lot of challenges to overcome on a regular basis. We're seeing some supply chain issues with delivering cost inflation, as well as the ongoing challenges from COVID. In spite of that, we continue to see great efforts and contributions from our body across the company and for that I'm very appreciative. Since beginning of the pandemic, our primary goal has been the same to provide safe working environment and protect the health of our employees. We continue to do that now and we appreciate everybody's efforts to create a safe and collaborative environment our facilities worldwide. Overall, we're very happy with how we finished fiscal 2021. The fourth quarter showed some stabilization in our overall business with sales growth of two of the three business platforms and good margin improvement compared to our third quarter results. Cash generation was also strong, as we continue to see benefits from our ongoing focus on working capital improvement. Chris will get into some financial deals -- the details in a few minutes, but I wanted to start off with some top level commentary. From a segment perspective, there are several positives to report. Within A&D, we're seeing signs of recovery in commercial aerospace as passenger boardings continue to solidify. More importantly, we're starting to see some order momentum from this set of businesses. All of our businesses in selling commercial aerospace sector saw a nice order improvement in the quarter. We're also seeing good order strength in the military side of the business. Sales of our commercial aerospace customers were still be down in fourth quarter, but the rate of decline was improved compared to what we saw in the first half of the year. Overall, our navy and space businesses remain strong and well-funded, but sales there were a little weaker in the quarter, which is mostly a function of a very strong fourth quarter last year by our VACCO subsidiary. Our Test business has seen a nice pickup in its overall piece of business, we had double-digit sales growth there in Q4, and we also saw order growth of over 30%, some exciting numbers. in the U.S., we have seen some sizable order growth from the power line filter business. These are used in data centers to ensure clean power supply, and we've seen a lot of government activity driving the order increases. We also had a strong quarter in Asia from a top line perspective and are excited about our prospects there, as we move forward. We did experience a little margin pressure test during Q4, definitely seeing some impacts of inflation, we're all very aware of these days. The team at the testing is very focused on managing our overall cost profile and also price execution, so that we see margin trends turn around in fiscal 2022. USG business had an exciting quarter with the closing of two acquisitions. By now, you've all heard a lot about Altanova and Phenix, but we're very excited to get these deals closed. These businesses will strengthen USG for the long term and we're very excited to have these teams on board with our ESCO. The business is going through the hard work of integration now doing a full product and channel assessment to gain proper alignment of the businesses on a global basis. The acquisition to get the USG business a bit of a top line boost in the quarter and we look forward to more of that next year. The underlying business did delivered growth in Q4 and that was good to see. The core business -- core Doble business was a bit up and down in the fiscal '21 where we really finished the year strong. The energy business grew 25% for the full year and the fourth quarter was consistent with that as well. USG margins were a big part of our '21 story because the team took actions late last year to reduce cost, and we really saw good flow-through from that throughout the year and definitely saw in fourth quarter as well. Overall, the fundamentals of our portfolio remain strong. We're excited about the outlook for '22. We feel good about that and are ready for the return of growth after two tough years in COVID environment. I'll start briefly by touching on a few comparative highlights. Sales in the fourth quarter were flat to prior year Q4 with A&D down 16%, USG was up 16% and Test grew 11%. So we did see growth from two of the three businesses, but we do continue to fight some headwinds in the A&D Group. Adjusted EBIT margins were 13.7% in the quarter compared to 13.9% in the prior year quarter. The margin decline was driven primarily by deleverage within the A&D Group, given the sizable revenue drop there. Below the EBIT line, we saw interest expense of approximately $800,000 in the quarter compared to nearly $1.5 million in the prior year Q4. Additionally, we saw tax rate favorability compared to prior year Q4. All these items delivered adjusted earnings per share of $0.85 per share above prior year's $0.80 per share. Segment highlights in the quarter are as follows. A&D did see sales weakness in the quarter as previously mentioned, the group was down 16%, in the quarter we saw declines in all major markets with commercial aerospace down 15%, space down 10% and the Navy business down 27%. The space and Navy reductions are a function of timing and comparisons, as our VACCO subsidiary was very strong in the prior year quarter. We did see great strong order growth by the A&D Group in Q4. Orders were up over 25%, as we saw the commercial aerospace driven businesses pick up nicely during the quarter. PTI, Crissair and Mayday lead the order growth for Q4, a nice indicator as we head into fiscal '22. USG saw sales growth of 16% in the quarter. If you exclude the impact of the Q4 acquisitions, the growth was approximately 8%. The core utility business from Doble was up approximately 4% in the quarter, the renewables business at NRG delivered 29% growth in the quarter capping off a very successful 2021. The margins from USG were very good in the quarter with adjusted EBIT up to 24.3% in the quarter compared to 18.8% last year. We continue to get good flow-through from prior cost reductions and we also had favorable mix on instrument, contract and service sales. We saw good orders for USG in Q4 and including the recent acquisitions we move into fiscal '22 with a record backlog position of $92 million. This compares to $51 million at the end of last year. The test business also saw strong growth in the quarter with revenues increasing by 11% compared to prior year Q4. This growth was led by strength in China, which was up over 30%, the Americas also experienced solid growth driven by the power filter business Vic mentioned previously. We did see margin pressure in this business, during the quarter as adjusted EBIT margins went from 16.8% in the prior year to 15.3% in the current quarter. The business is experiencing inflation driven by materials and labor, as they manage increasing demand. We are very focused on driving cost containment, productivity and price increases to offset these impacts as we move forward. On the orders front, we saw continued strength in the pace of business for test, orders were a record $74 million in the quarter, which is an increase of over 35% compared to last year's Q4. Now a few comments on the full year performance. The A&D Group had a full year sales decline of 11%, the main driver of the sales drop was commercial aerospace, which was down 29% for the year, this was somewhat offset by 4% increase from the Navy business. USG at a full-year sales increase of 6% excluding the fourth quarter acquisitions the growth was 4% and this was driven by 29% growth at NRG. Test grew by 6% during fiscal '21 and for the full year consolidated adjusted EBITDA was $131 million or 18.3% compared to $133 million and 18.3% in the prior year. We were able to hold EBITDA margins on reduced sales. Adjusted earnings per share finished the year at $259 million compared to $267 million in the prior year overall of 3% reduction of earnings per share, which is consistent with the underlying sales decline that we experienced. Orders for the year were $767 million before considering the impact of fourth quarter acquisitions last year's orders were $798 million but included very large in Navy orders received by Globe during 2020. Backlog ended September 21, is at $592 million compared to $511 million at the end of September 2020. Year-to-date, operating cash flow achieved a record of $123 million in '21. Going back to fiscal '18, we have seen steady improvement with operating cash flow increasing at a double-digit compound annual growth rate. We continue to see great results from our focus on driving balance sheet improvements, operating capital turnover continues to improve, and we see overall balance sheet and cash flow management as a long-term value lever for ESCO. We have a focus program with each subsidiary and will continue driving for long-term improvement of our returns on capital. Overall, while we continue to see some challenging conditions in a few of our end markets, we were still able to deliver solid results in 2021. Our balance sheet remains strong and gives us great flexibility moving forward, our overall net debt position and leverage ratios leave us with the strength to invest in our core business and to expand via acquisition. We continue to aggressively look for new companies that can be added to our portfolio. We will continue to aggressively pursue additional deals in 2022. And we told you last quarter, our number one focus remains the same increasing and maximizing our liquidity to position us for future M&A growth and continued investment in new products and solutions. We still have ample capacity for further acquisitions and we obviously continue to invest in the core business to enhance the organic growth profile. Our significant cash generation this year is a testament to this focus on liquidity. We delivered free cash flow conversion at 129% of net earnings in '21 and we'll continue to build on the momentum achieved from our working capital initiatives. In the release, we provided earnings per share guidance for fiscal '22. We have seen some good trends developing with orders and are excited to issue guidance that calls for earnings per share in the range of $310 million to $320 million or growth of 20% to 24% in fiscal '22. This earnings per share range assumes '22 sales in the range of $810 million to $830 million or growth of 13% to 16%. We expect A&D to grow sales in the range of 10% to 12%, USG to grow in the range of 28% to 32% and test to grow 3% to 5%. Backlog positions for all three businesses have solidified nicely during the fourth quarter and are supportive of these growth ranges. We do have some headwinds next year with increased interest expense to $4 million in a projected tax rate of 23% to 24%, but the plan still deliver strong earnings per share in spite of these items. We are now breaking out guidance by quarter for '22, but we do expect the Q1 results to be lower than Q2 to Q4. The core utility-based business has been up and down over the last year and we see Q1 a little weaker there and while the test backlogs are strong right now, we don't see that growth kicking in until after Q1. So, that's the financial summary. Since I touched on quite a few of my thoughts earlier in my commentary, I'll just offer a few more comments before we move into the Q&A. As Chris mentioned we feel good about the year, we just finished, and are excited for 2022 and a return to growth. We feel great about our end market exposure and a diverse portfolio allows us to manage through periods like we've just experienced over the last few years. We've been able to continue investing in the core business and we know how important driving organic growth is, and these programs are key to achieving that. Examples of this across our portfolio include the F8000-series of power system simulators launched by Doble in 2021 in the Red Edge Power Lines Filters that are driving growth for test. We've also been able to strengthen the portfolio with the ATM acquisition earlier in '21, Altanova and Phenix in the fourth quarter and then NEco in the first quarter of 2022. These acquisitions all bring unique value to the ESCO and we're committed to delivering value to the shareholders, with these transactions. We spent the last two days with their Board for our year-end meetings, we had a great set of meetings and covered a lot of important topics. We appreciate all your hard work and are counting on you as we go into 2022. So, with that, I think we're ready for Q&A. ","compname reports q4 adjusted earnings per share of $0.85. " "I'm Jeff Kotkin, Eversource Energy's Vice President for Investor Relations. These factors are set forth in the news release issued yesterday. Additionally, our explanation of how and why we use certain non-GAAP measures and how those measures reconcile to GAAP results is contained within our news release and the slides we posted yesterday and in our most recent 10-K and 10-Q. Speaking today will be Joe Nolan, our President and Chief Executive Officer; and Phil Lembo, our Executive Vice President and CFO. Also joining us today are John Moreira, our Treasurer and Senior VP for Finance and Regulatory; and Jay Buth, our VP and Controller. We hope that all on the phone are safe and well, and we look forward to seeing you in person later this year. I know the most recent months have resulted in weather challenges across the country. In the West, our peers have [Phonetic] to deal with heat and wildfires. in New England with an increased level of thunderstorm activity dropped off by a glancing blow from Tropical Storm Elsa. Employees have worked around the clock many days restoring power to our customers from tree-caused damage to our overhead [Phonetic] system, while our implementation of new technology in vegetation management has limited the scope of many of the resulting power outages. Our dedicated crews continue to be on the front line completing a large amount of emergency restoration work, in fact, in humid conditions over the past month and a half and doing so in a safe and effective manner. The work has been excellent and we continue to receive notes of appreciation from both our customers and municipal leaders. I was out all day in Connecticut. The day also passed through and I cannot say enough about our team in preparing for and responding to storm damage in coastal regions of Connecticut in Massachusetts. We greatly appreciate the recognition of those efforts that we received from Connecticut PURA Commissioners at the July 14 meeting. As I mentioned during our first quarter earnings call, improving our relationship with Connecticut policymakers and customers is my top priority as CEO. Earlier this week, a number of Connecticut legislators joined several state community education and labor leaders at our Berlin Connecticut campus to celebrate the 1st class of students who are completing our new Lineworker certification program in partnership with the Hartford based Capital Community College. We continue to see steady monthly improvements in our customer favorability ratings and we appreciate the positive feedback we are receiving from municipal leaders. But we have to prove ourselves during the next major storm. I strongly believe that the changes we are implementing to our communication systems and processes will put us in a much better place the next time a multi-day storm cleanup effort occurs. Next I want to provide an update on the offshore wind partnership with Orsted. Over the past few months, we have continued to make significant progress on the three projects that I noted on Slide 3. Perhaps the most significant development was the agreement we reached with Dominion Energy to charter the Jones Act-compliant wind turbine installation vessel, currently under construction in Brownsville, Texas. Once construction of the vessel was complete in late 2023, it will seal to New London, Connecticut where it will be used to install wind turbines for Revolution Wind and Sunrise Wind. The vessel will be one of the largest, most advanced of its kind in the world and will provide a more efficient approach to construction and use the feeder barges. Work has recently begun at New London at the state-owned ocean facing Deepwater peer to convert into a major state area for offshore wind. As you know, the primary variable in our construction timetable to siting approvals. We continue to be on a good path to secure Federal Bureau of Ocean Management or BOEM approval of 132MW South Fork project in January of 2022, which will enable construction to begin early next year and will be completed before the end of 2023. During hearings spring [Phonetic] resulted in Rhode Island Coastal Resource Management Council approval of the project, we indicated that we would install 12 11-megawatt turbines in connection with this project. We are making progress on the 2 larger projects as well. State permitting applications in Rhode Island for Revolution Wind and in New York for Sunrise Wind we're filed last December. In April, the Rhode Island Energy Facility Siting Board issued a preliminary decision in order and Revolution Wind schedule with advisory opinions for local and state agencies to be submitted by August 26, 2021. Evidentiary hearings are due to begin by mid October. The Sunrise Wind application was deemed complete by New York officials on July 1, initiating the formal review process for the project. As we noted in May, BOEM was targeting the completion of the review of Revolution Wind for the third quarter of 2023. Based on that review schedule, we now expect to be able to achieve commercial operation in 2025. We have not yet received the schedule for BOEM's review of the Sunrise project, but we are in a good position with our New London stacking area, our turbine installation ship and our suppliers. So depending on the BOEM review schedule that we expect to receive within the next few months, we expect Sunrise will reach commercial operation in 2025 as well. These dates are consistent with the vision of the Biden administration, which continues to accelerate to review of offshore wind projects proposed for the Atlantic Coast. It is also consistent with the administration's target of having 30,000MW of offshore wind operating in the United States by 2030. Offshore wind is one of several initiatives underway to help our states achieve the greenhouse gas reduction targets. On July 14, PURA took major -- took a major step forward in furthering the state's clean energy goals when it approved a comprehensive program to support the state's push for having at least 125,000 zero emission vehicles on the road by the end of 2025. The order is described on slide 4. We appreciate a number of the changes that PURA made to the draft decision to enhance the programs expected success. We will submit the implementation plan based on the PURA order by October 15. Also on that slide is a description of a proposal that Massachusetts Utilities submitted on July 14 to further develop the infrastructure that is needed to support rapid conversion of the states vehicles to zero emissions. As you can see on the slide, by the end of this year, we will have invested $55 million in our Massachusetts Electric Vehicle program helping to connect about 4,000 charge ports. However since transportation is responsible for more than 40% of the states' greenhouse gas emissions, significantly more support is needed to help the state beat its targets of reducing greenhouse gas emissions by 50% by 2030 and 70% by 2040. Massachusetts had only 36,000 electric vehicles registered as of January 1, 2021 and in 2020, only 3% of the light duty vehicle sold in the state where EVs. While that percentages above average for the country as a whole, it needs to be enhanced significantly going forward since at the current pace, we will have fewer than 500,000 EVs in Massachusetts, as of 2030. We need more than 1 million EVs by then for the state to reach its targets. We have proposed spending more than $190 million on EV support from 2022 to 2025, including $68 million of capital investment. These investments are described on the slide and include the expanded Charter infrastructure investment, some rate incentives in new opportunities to add EV infrastructure in environmental justice communities. Our support for our stage greenhouse gas reduction efforts is discussed at length in our 2020 Sustainability Report, which was posted on our website earlier this month. A link to the new report is included on Slide 5. The revamp report has incorporated a number of enhancements to provide you with more visibility into our environmental, social and governance efforts. We're also pleased to share updates on our 20:30 carbon neutrality goal, including our first third party verification of our 20-20 greenhouse gas footprint. We have a number of teams within Eversource cast with making our 2030 goal a reality. They include a team focusing on reducing emissions in 5 principal areas. Another team working on developing the strategy to offset emissions that cannot be eliminated by 2030 and another team that's encouraging all 9,300 Eversource employees to contribute to their best ideas on how we could achieve our 2030 goal. They've have already developed some truly innovative proposals that we are evaluating. Their enthusiasm is just more evident on why I am so confident about Eversource's future. I'll start with our results for the quarter in slide 6. We are in $0.77 per share for the quarter, including $0.02 per share of costs primarily relating to the transitioning of Eversource Gas Company of Massachusetts into the Eversource systems. Excluding these costs, we earned $0.79 per share in the second quarter and $1.87 per share in the first half of 2021. So let's take a look at each of the segments performance in the quarter. Our Electric Transmission business earned $0.40 per share in the second quarter of 2021 compared with earnings of $0.39 per share in the second quarter of 2020, a higher level of necessary investment in our transmission facilities was partially offset by higher share count there. Our Electric Distribution business earned $0.35 per share in the second quarter of '21 compared with earnings of $0.34 per share in the second quarter of 2020. Higher distribution revenues were partially offset by higher O&M, depreciation and property taxes. The higher O&M was largely driven by increased storm activity in the second quarter of 2021 and higher employee medical expenses. The higher medical expenses is mostly due to the fact that in the second quarter of 2020, in the midst of the worst COVID in New England -- the worst of COVID in New England, many routine medical appointments were being canceled, but this is largely returned to normal now in our area. Our Natural Gas Distribution business earned $0.01 per share in the second quarter of both 2021 and 2020. As you know, natural gas utilities in New England tend to have relatively neutral results in the second quarter. Our Water Distribution business Aquarion earned $0.03 per share in the second quarters of both 2021 and 2020. Beginning next year, we expect Aquarion revenues to be bolstered by previously announced acquisition of New England Service Company or any SC owns the number of small water utilities that serve approximately 10,000 customers in Connecticut, Massachusetts and New Hampshire. We continue to expect to close the transaction before the end of this year. State regulators are currently reviewing the acquisition and its benefits to customers. Our parents in other company segment had modest second quarter losses in both years. Turning to Slide 7, you can see that we have reiterated our amended earnings guidance that we issued in May. We continue to expect ongoing earnings toward the lower end of our $3.81 to $3.93 per share guidance. This incorporates $28.6 million pre-tax charge relating to our performance in Connecticut, following the devastating impact of tropical storm Isaias last summer. We recorded the charge in the first quarter of this year. We also continue to project long-term earnings per share growth in the upper half of the range of the 5% to 7% through 2025 excluding the impact of our new offshore wind projects. From our financial results, I will turn to the status of various regulatory initiatives and I'll start in Connecticut. We have updated summary of various proceedings in the appendix of our slides. I mentioned earlier that the Public Utilities Regulatory Authority or PURA has finalized the $28.6 million civil penalty associated with our storm performance last summer that follow the April 28 release of a final storm performance decision that we discussed on our first quarter call. As you know we have appealed that April 28 decision in Connecticut Superior Court. Do not have a full schedule for those court proceedings, but expect the case to take many months before the court renders a decision. A scheduling conference will be held later next month. The April 28 storm order also required a 90 basis point reduction in Connecticut Light and Powers distribution ROE on top of the $28.6 million penalty. That pancaking of penalty forms, one of the principal basis of our appeal since we believe it violates the state law that was in effect at the time of the storm. Additionally hearings in the temporary rate reduction docket commenced in May will continue next month. A supplemental hearing is scheduled for August 9, at which time additional testimonial evidence may be presented on certain issues including the applicability in term of the 90 basis point penalty. Pure justice Week notified parties that written testimony on the applicability in term of that penalty may be filed in advance of the August 9 hearing, no later than August 4. CL&P's distribution ROE for the 12 months ended March 31, 2021 was 8.86% and its authorized distribution return was 9.25%. The scheduled for this proceeding currently indicates a decision date of October 13. We will continue to update you as this docket proceeds. Regardless of the status of this rate review, we and our regulators share a common goal of providing nearly 1.3 million Connecticut electric customers with safe, reliable service and to help the state meet its aggressive carbon reduction and clean energy goals. Turning to Massachusetts, Joe mentioned our electric vehicle initiative earlier. On July 1, we submitted two other proposals to the Department of Public Utilities. As you can see on slide 8, the first was an extension of the grid modernization plan that we began implementing with the DPU approval back in 2018. The investments we've made on this first phase have allowed us to reduce the scope of outages, monitor power conditions much more closely and assist in the installation of distributed energy resources throughout the Massachusetts service territory. The program is submitted to the Massachusetts DPU earlier this month, call for the investment of another $200 million from 2022 through 2025 to further improve substation automation, wireless communications and expand other programs that would have a number of other benefits including reducing peak demand in line losses. Reducing line losses, an important element in achieving our 2030 carbon neutrality goal. In the same docket, we're asking the DPU to take the first steps to allow us to embark on a 6-year effort to implement advanced metering infrastructure for our nearly 1.5 million Massachusetts Electric customers along with a new communications network, Meter Data Management System and Customer Information system. We project capital investment associated with the full program to be in the $500 million to $600 million range over the period of 2023 through 2028. These technologies are critical enabling investment that support the state's 2050 clean energy goals. Currently, there is no full schedule for the docket at this time. Finally, I just want to cover recent financings and rating agency actions. In recent months, both Moody's and Standard and Poor's have changed CL&P's outlook to negative. Moody's changed Eversource parent outlook to negative as well. While we're not happy with these developments, we understand these changes are primarily related to the ongoing regulatory proceedings in Connecticut, such as the temporary rate reduction docket and the ROE penalty stemming from the ESI's report. We are pleased that Moody's recently affirmed PSNH, Public Service New Hampshire's rating and outlook recognizing the constructive outcome of last year's distribution rate proceeding in New Hampshire. Also, we recently filed an application to issue up to $725 million of long-term debt at Eversource Gas Company of Massachusetts. Since we purchased the former Columbia Gas asset last year, Eversource Gas of Massachusetts has been borrowing long term exclusively through the Eversource parent. We believe that borrowing at the subsidiary level ultimately will be less costly for customers and we expect DPU decision on this application later this year. Like NSTAR Gas and Yankee Gas, we would expect Eversource Gas of Massachusetts to borrow in the private markets. ","q2 earnings per share $0.77. qtrly earnings per share $0.79 excluding items. reaffirmed previously disclosed 2021 earnings per share projection toward lower end of range of $3.81 to $3.93 per share. " "I'm Hallie Miller, Evercore's Head of Investor Relations. At this time, it is uncertain how long our business will be negatively affected by COVID-19 and the associated economics and market downturn. These factors include, but are not limited to, those discussed in Evercore's filings with the SEC, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We continue to believe that it is important to evaluate Evercore's performance on an annual basis. As we've noted previously, our results for any particular quarter are influenced by the timing of transaction closings. It is certainly a very different world today compared to our last earnings call in January. The vast majority of our firm is working remotely, and we are conducting our earnings call from widely varied locations. I'll comment on our first quarter results in a few minutes; but first, I want to talk about our firm and how we have approached the COVID-19 pandemic from both an operational and a business standpoint. Our global team has performed extraordinarily well in very challenging conditions and adapted quickly to our remote working arrangements. Despite working from more than 1,800 offices globally, we are effectively communicating with our clients and each other. Roger, John, and I could not be more proud of our entire team. As we settle into our current work arrangement and acclimate to the current environment, John, Roger and I, and the rest of the management team are focused on four very important priorities. First, assuring the health and safety of our team and their families. Second, pivoting our services to address the evolving needs of our corporate, institutional investor, and wealth management clients. Third, operating collaboratively, effectively and securely, leveraging the technology in both new and old ways. And fourth, maintaining a strong and liquid balance sheet. The economic issue that the United States and much of the world faces today is the rapid and unprecedented increase in unemployment, and the equally rapid decline in economic activity. The statistics related to unemployment are truly sobering. 22 million Americans alone have lost their jobs in the last four weeks and millions more around the world have been similarly affected. All of us at Evercore feel deeply for those who are out of work because of this pandemic. Their hardship pains us. The sharp increase in unemployment undoubtedly pre-stages a substantial decline in global GDP, probably starting in the first quarter and most certainly a deep decline in the second quarter and potentially in the third quarter as well. We have seen governments and central banks respond in an aggressive and unprecedented way with monetary and fiscal stimulus to mitigate and ultimately reverse the economic decline. And we are confident that over time the economies around the world will recover but it will take time and the recovery almost certainly will not be as sharp as the decline. As a consequence, we expect that our business will be negatively affected in the coming quarters. Advisory business, M&A is our largest revenue contributor and we expect that business to be negatively affected for some period of time. As John will describe in his remarks, the conditions typically require for a strong M&A activity currently are not present. Additionally, equity underwriting has virtually disappeared since mid-February. So, we anticipate a strong return once market stabilizes, similar to what we saw in the second and third and fourth quarters of 2009, following the depths of the global financial crisis. So, these are the negatives. On the other hand, the current environment has created opportunities for us as we have rapidly redirected our advisory efforts to adjust to the evolving needs of our clients. The investments that we have made in our platform over the last several years, both to broaden and diversify our capabilities and to expand our coverage of key sectors in geographies, have significantly expanded the scope of our expertise and are allowing us to continue to provide independent and trusted advice to our clients on the topics that are most relevant to them today. Our restructuring, debt and equity capital markets advisory businesses are going flat-out. Additionally, the volatility and increased trading volume of the equity markets has driven a strong increase in secondary revenues in our equities business. These businesses are smaller than our M&A advisory business and it will take time before the increase in revenue related to restructuring and debt and equity capital markets advisory activities are recognized. As a consequence, the increase in activity in these areas will not come quickly enough or be of sufficient scale to offset the expected near-term weakness in M&A. Normally, at this point, I comment on our backlog. It's way too early in this location to know the overall effect on our backlogs as they are in transition. Restructuring and debt advisory is building rapidly while M&A transactions are currently being delayed, postponed or put on hold, as buyers and sellers assess the duration and severity of the downturn. The dialog around M&A however, certainly has not halted as the dialog with financial sponsors is increasing and well capitalized and liquid companies are opportunistically exploring either long sought after assets or new ideas. While we cannot be sure of the duration and severity of the downturn, I believe that as a relatively young and highly entrepreneurial firm, are ready for the challenges presented by the current environment and that we have already responded effectively. If we continue to work collaboratively and adapt to the changing needs of our clients and communities, we will emerge from this period well positioned for future long-term growth and market share gain. Let me now talk about our financial performance in the first quarter. We reported the second best first quarter revenues in our history, indicative of the revenue generating power of our franchise and our business model in more normal time. Adjusted net revenues of $435 million increased 4% versus the first quarter of 2019. In aggregate, our total revenues of $436 million from our investment banking businesses, advisory, underwriting and commissions, increased 10% versus the first quarter of last year. Advisory fees of $359 million, our largest revenue source, increased 10% compared to the first quarter of 2019, and held up very well compared to our larger competitors, almost all of whom experienced double-digit declines between 10% and 20% in their advisory revenues. As a general matter, previously announced transactions closed as expected in the quarter. These results are especially impressive considering the fact that the dollar value of announced M&A transactions globally declined 24% in the first quarter and the dollar value of closed M&A transaction fell by 37% compared to the quarter a year ago. Due to the strength of our advisory revenues compared to the declines experienced by our larger competitors, we expect to increase again our market share of advisory fees among all publicly reporting firms on a trailing 12-month basis, the 8.6% from 7.9% for the 12-month period ending March 31, 2019, and from 8.3% at the end of 2019. Underwriting fees were $21.1 million, a decline of 22% from the first quarter of 2019. This business had a very strong start to the year. But as COVID-19 began to spread, activity in this business essentially halted in mid-February. Commissions and related fees of $55.4 million increased 32% versus the first quarter of 2019 or our best first quarter since 2016. Our Equities team benefited from the heightened volatility and equity trading volumes associated with the market downturn that began in mid-February. Asset management and administration fees from our consolidated businesses were $15.3 million, an increase of 7% versus the first quarter of 2019. Our first quarter compensation ratio of 62% was impacted by the revenue decline in other revenue, caused by the shift from gains to losses associated with the investment portfolio that hedges a portion of our deferred cash compensation plan. The compensation ratios for the first quarter of 2020 and 2019 are essentially the same when the impact of these gains and losses are excluded. We historically have reflected a compensation ratio in the first quarter based on our best estimates for the full year revenue expectations and compensation requirements and reassess that compensation ratio each quarter to address changes in these expectations. Given the uncertainty of the current environment, our first quarter compensation ratio is reflective only of our first quarter performance. We will reevaluate the appropriate amount of compensation and our compensation ratio on a quarterly basis, as we always have, but the likelihood of change will certainly be higher in the current year than in other years, due to the highly uncertain environment for the next two to three quarters. Non-compensation costs were $82.8 million, up 2.7% from the first quarter of 2019. The increase reflects higher occupancy costs and expenses associated with certain technology initiatives, many of which are supporting our successful work from home operations today. The increase in these costs was partly offset by lower professional fees and travel expenses. As we have reported to you before, we have started a number of initiatives to reduce costs at the end of last year, and these results begin to demonstrate our progress. Bob will comment further on this. Adjusted operating income and adjusted net income of $82.5 million and $57.8 million declined 14% and 29% respectively, and adjusted earnings per share of $1.21 declined 27% versus the first quarter of 2019. Here again, our change in operating income was affected meaningfully by the changes in the value of the hedges for our deferred compensation plans rather than any change in our compensation philosophy, and the larger change in net income and earnings per share was significantly affected by the higher tax rate in the first quarter of 2020 as compared to 2019. Bob will discuss this in his remarks. We remain focused on our capital management strategy, and returned $178.1 million to shareholders during the quarter through dividends and repurchase of 1.8 million shares at an average price of $76.57. Our commitment to offset the dilution associated with equity grants has been substantially completed for the year, so any additional share repurchases in 2020 will be dependent on future earnings and maintaining our strong liquidity position. Our Board declared a dividend of $0.58, consistent with prior quarters and reflective of our results for the quarter. Our Board and management will continue to evaluate the dividend on a quarterly basis, as the effect of COVID-19 virus on revenues becomes more clear. Although the current expectation, absent a steep decline in revenues and a significant reduction in our cash position, is that our current dividend will be maintained. Our first quarter results demonstrate the continued strength of Evercore's franchise in more normal time. In each of the last two years, we have generated revenues in excess of $2 billion and experienced operating margins that averaged in excess of 25%. These results were produced by essentially the same team that we have on the field today, and we really don't see any reason why those results can't be repeated when normal and less disruptive conditions return. The market environment for much of the first quarter continued to be supportive of M&A and strategic capital raising transactions in most sectors and geographic regions. As such, the rapid change in environment associated with the global spread of COVID-19 is not generally evident in our first quarter results. As Ralph mentioned earlier, many of the transactions we announced continued to move toward completion throughout the quarter. Yet today, the conditions necessary for a healthy M&A market, including stable equity valuations, readily available credit, and CEO confidence and optimism do not exist. Demand for restructuring and, more broadly, debt advisory and liability management advisory has dramatically increased in the current environment, as companies focus on their most immediate liquidity needs. Financial sponsors continue to have record levels of dry powder. But with valuation so uncertain, it is difficult for them to put money to work at the moment. However, opportunities for innovative assignments do exist and our investment in and build out of our financial sponsors team continues. The cash equities business tends to perform better when volatility and volumes increase. The VIX spiked dramatically late in the first quarter, and it remains elevated. Clearly, three weeks into the second quarter, we faced challenging conditions. CEOs are assessing a volatile and uncertain environment and dialogues are more focused on operations and liquidity requirements as opposed to strategic and growth initiatives. Volatility in the market remains high and valuations are in flux. Many activists have dialed back on large campaigns and are starting fee renewal, paralleling the M&A slowdown, and access to public capital is challenging. Despite these more challenging conditions, we are confident that the breadth and capabilities that we have, position us well with clients to evaluate all situations, and our independent advice model will be of increasing value in the current environment. We are focusing our efforts on maintaining constant and high quality dialogs with our clients to assist them in the areas where they currently seek advice, and are working hard to build relationships with new clients, looking to broaden their relationship with an independent advisor. When the markets begin to show sustained stability, we believe that we will begin to see an increase in proactive attention to strategic matters. Until then, we are actively communicating and engaging with all of our clients to help them navigate the current environment and be there for them when the eventual recovery comes. Our performance during the first quarter was solid despite increasingly challenging conditions as the quarter progressed and came to a close. We sustained our number-one ranking for volume of announced transactions over the past 12 months, both globally and in the U.S., among independent firms. Among all firms, we were once again number-six globally and number-four in the U.S. We continued to advise on a large number of the most prominent M&A assignments of the quarter, including three of the four largest transactions in the United States. Our underwriting business had a very strong first six weeks of the quarter and we are pleased to have served as a joint bookrunner on two of the top-three largest IPOs priced during the quarter. However, activity has significantly decreased since mid-February. Our Private Capital Advisory business performed well during the quarter and completed assignments already in progress. Our Equities business, had a very strong quarter as a result of the heightened volatility and volume associated with the market downturn precipitated by COVID-19. The strategic investments in senior talent we made last year have contributed to our success. We've been able to increase our connectivity with investors and advisory clients and provide valuable insights during a period of significant market dislocations. Our healthcare analysts are digging deep into the science of COVID-19 and collaborating with our macro and other fundamental analysts to determine investment implications across many different sectors. Our macro analysts are also providing insights on government stimulus programs and the overall state of the economies worldwide. We've also found more ways to connect with institutional clients and interactions are 35% higher than in prior periods. Our Advisory clients have had an intense interest in our research, and over the past months we've added more than 1,800 corporate executives to our research distribution. As we enter a slower market for M&A activity and a more restructuring, debt advisory and liability management focused environment, our business is pivoting to meet the changing needs of our clients. With a number of sectors and markets badly impaired by COVID-19, our industry M&A bankers are collaborating with our restructuring and debt advisory teams to meet increased activity in these areas. We've spoken about our flexible business model in the past and we are seeing it in full effect now. The solutions we are exploring with our clients are broad-based, involving both in and out of court bankruptcies, exchange offerings, and amend and extend agreements and private placements. The breadth of experience and talent of our independent team enables us to help clients analyze and execute their strategies and solutions. While major activist campaigns have dialed back, our shareholder advisory business has been working with clients to help them understand the issues they are currently facing, including potential stealth accumulations by activists and hospital raters, capital return decisions, what to do about guidance and balance sheet and liquidity issues. Many of our private capital advisory assignments are currently on hold as investors are sidelined and are resetting their expectations. We believe many funds will need help raising money and managing their portfolios, as markets stabilize. Let me briefly touch on our talented team. Our greatest asset is our people and every one at Evercore has been working incredibly hard and diligently to make sure the firm is fully functioning in our current remote working environment, and they make sure that our clients are well served in this difficult time. Our efforts to uphold our core values of client focus integrity and teamwork, remains central to everything we do. We are pleased with our two new Advisory SMDs we've recruited so far in 2020, and we will remain open to opportunistically adding other high-quality individuals who can bring value to our clients. We are extremely proud of the promotions across all levels that were announced during the first quarter. As we move forward, we are very much aware of the difficult road ahead. We will continue to work together in support of our clients through this downturn and the inevitable recovery. We are confident that if we continue to collaborate and communicate with each other and adapt quickly with the changing needs of our clients, we will emerge from this downturn, well positioned for future opportunities. For the first quarter of 2020, net revenues, net income and earnings per share on a GAAP basis were $427 million, $31.2 million and $0.74 respectively. Net revenue of approximately $40 million was recognized in the first quarter as transactions that closed at the beginning of the second quarter of 2020. For comparison purposes, net revenue was approximately $34 million in the first quarter of $2019 and $3 million for the first quarter of 2019. Consistent with prior periods, our adjusted results exclude certain items that relate to our acquisitions and dispositions, and also include the full share count associated with those acquisitions. Our adjusted results also exclude charges associated with the realignment strategy announced in January. Specifically, we adjusted for costs associated with divesting of Class J LP Units, granted in conjunction with the ISI acquisition. For the quarter, we expensed $1.1 million related to those units. Our adjusted results for the quarter also exclude costs related to the realignment strategy that began in the fourth quarter of 2019. As we noted last quarter, we expect to incur separation and transition benefits and related costs of approximately $38 million, $22.1 million of which was recorded as special charges in the first quarter of 2020. Those charges are excluded from our adjusted results. Last quarter, we noted that we are continuing to pursue opportunities to restructure operations in certain smaller markets. We have entered into an agreement with the leaders of our business in Mexico to purchase our broker-dealer there, which principally provides investment management services. Completion of this sale, which is subject to regulatory approval, is expected to occur by the end of 2020. We continue to review additional opportunities in smaller markets. And these opportunities could result in further charges in 2020, if pursued to completion. Our adjusted results for the quarter also exclude special charges of $1.5 million related to accelerated depreciation expense for leasehold improvements and our business realignment initiatives. Finally, during the quarter, we adopted the new accounting guidance for credit losses, the adoption did not have a material impact on our results. As we noted, other revenue in the first quarter declined significantly compared to the prior year period as a result of losses on the investment funds portfolio, which is used as an economic hedge against a portion of our deferred cash compensation program obligations. This amount fluctuates as market values fluctuate and the significant market decline during the quarter drove the loss. As you will recall from prior discussions, this loss is offset by lower compensation expense over the term of these awards. Turning to non-compensation costs, our firmwide non-compensation cost per employee was $44,000.1 [Phonetic] for the first quarter, down 6% on a year-over-year basis. The decrease in non-compensation cost per employee versus last year primarily reflects lower professional fees and travel and related expenses. We began reviewing our non-compensation costs before the COVID-19 pandemic became an issue. We continue to adapt our operations in response to the current downturn and remain focused on reducing our non-compensation expense. We are cutting nonessential costs, including in areas pertaining to travel and entertainment, research and subscriptions, and deferring certain capital projects, so that we are well positioned throughout the downturn as well as in the inevitable recovery. Our GAAP tax rate for the first quarter was 25.8% compared to 9.1% in the prior year period. The effective tax rate is affected by a number of permanent differences, including the non-deductible treatment of certain compensation expenses. The principal driver of the year-over-year difference in the effective tax rate is a lower deduction associated with the appreciation of the firm's share price upon vesting of employee share based awards above the original grant price, as the firm's share price at the time of vesting in 2020 was more in line with the share price or those at the time of grant. On a GAAP basis, our share count was 42.3 million shares for the first quarter. On an adjusted basis, the share count was 47.7 million, down versus the prior-year period, driven by share repurchases and a lower average share price. Finally, we hold approximately $588 million of cash and $264 million in investment securities as of March 31, 2020, with our current assets exceeding current liabilities by approximately $880 million. By comparison, at year-end, we held $634 million of cash and $624 million in investment securities. The sequential decline is in line with the seasonal trend driven by bonus payments in the first quarter. As we continue to navigate in the downturn, we are focused on maintaining our strong and liquid balance sheet and we continue to monitor cash levels, liquidity, regulatory capital requirements, debt covenants and our other contractual obligations regularly. Evercore celebrated its 25th anniversary in March. While we have never faced a dislocation like the one we are facing now, we have spent the last 25 years building a firm that has a broad range of capabilities and products to serve our clients in all kinds of markets, including the one that we are in now. ","compname reports qtrly adjusted earnings per share $1.21. compname reports first quarter 2020 results; quarterly dividend of $0.58 per share. evercore inc - qtrly u.s. gaap revenue $427.0 million up 3%. evercore inc - qtrly u.s. gaap earnings per share $0.74. evercore inc - qtrly adjusted earnings per share $1.21. evercore inc - implementing cost reduction initiatives and downsizing or deferring capital investments. evercore inc - review of operations will generate reductions of about 6% of headcount. evercore inc - expect impact from covid-19 to be significant. evercore inc - expects to incur separation and transition benefits and related costs of about $38 million in q1 of 2020. evercore inc - continue to review additional opportunities in smaller markets. " "Just after the close of regular trading, Edwards Lifesciences released first quarter 2021 financial results. These statements include but aren't limited to, financial guidance and expectations for longer-term growth opportunities, regulatory approvals, clinical trials, litigation, reimbursement, competitive matters and foreign currency fluctuations. Finally, a quick reminder that when using terms underlying and adjusted, management is referring to non-GAAP financial measures, otherwise, they are referring to GAAP results. As we anniversary our one year impact of the pandemic on our financial results, I'd like to briefly reflect on the current environment and to discuss our 2021 and longer-term priorities as a company. I'd also like to touch on Edwards' response to the pandemic and our efforts to better support our patients, employees and the community. Recall that our sales were dramatically impacted in the last few weeks of Q1 2020 as procedures fell due to COVID disruptions. One year later, after an extraordinarily difficult global crisis, I'm encouraged by the signs of recovery and although we recognize that many people are still struggling around the world. Our sales growth this quarter was better than expected across all product lines. Although we expect the pandemic will impact the global healthcare system based on the environment as we exited the quarter, we have continued confidence in our positive 2021 outlook. We continue to believe that 2021 will be an important growth year for Edwards with mid-teen sales growth highlighting the importance of treating structural heart patients even during this pandemic. We also anticipate meaningful progress on expanding large under-appreciated and underserved transcatheter opportunities in 2021. Recently, we achieved several important milestones. Let me mention four. Just last week, in transcatheter aortic valve replacement or TAVR, we received approval to initiate a pivotal trial for patients suffering from moderate aortic stenosis. Also earlier this month, we received approval to begin treating patients at low surgical risk in Japan with SAPIEN 3. And in Transcatheter Mitral and Tricuspid Therapies, or TMTT, I'm pleased to announce that the first patients were recently treated with EVOQUE Eos, our next-generation Transcatheter Mitral Replacement System. Also in TMTT, we initiated the TRISCEND II US pivotal trial for transcatheter tricuspid replacement. Looking beyond 2021, we remain confident in our long-term strategy and our pipeline of innovative therapies. Our patient-focused culture drives us and motivates our employees around the world every day. Our R&D targets breakthrough therapies that can create significant value for patients and health systems enabling strong organic sales growth and exceptional shareholder returns. Despite COVID disruptions, we've continued to invest aggressively for future growth. As a reminder, about a third of our research and development investments today are focused on generating a robust body of guideline changing clinical evidence and although clinical studies slowed during the pandemic, our dedicated clinician partners are eager to accelerate enrolment in this important research. Regulators have also been supported in addressing the impact of the pandemic and its impact on clinical studies. Finally, I want to provide some perspective on how we've maintained our focus on creating long-term value as we navigated the pandemic over the last year. We continue to invest in our people, in our infrastructure. During a time when widespread uncertainty impacted many families across the globe, we have prioritized protecting our employees and have grown our team. We enhanced employee benefits, rewarded performance and protected incentives. We also moved ahead on expanding Edwards research and production facilities around the world. We adjusted our agreements to support hospitals as they navigated COVID and additionally, we provided extra support to the communities where our employees live and work. In fact, we recently converted one of our facilities into a mass COVID vaccination site to support the community of 3 million people, where our company is headquartered. As a company, we expect that Edwards will be positioned even stronger and be able to help more patients than ever before as the world emerges from the pandemic. Now, turning to our first quarter results. We reported $1.2 billion in sales this quarter, up 5% on a constant currency basis from a year ago. Recall that our guidance assumed Q1 sales would be in line with the first quarter of last year, which was largely unaffected by COVID. We were pleased with how sales improved as the quarter progressed. In TAVR, first quarter global sales were $792 million, up 4% on an underlying basis. The SAPIEN 3 Ultra platform remains differentiated with low complication rates, ease of use and significant potential for length of stay efficiency. Our average selling prices were stable and we estimated that global TAVR procedure growth was comparable with our growth. In the US, our Q1 TAVR sales were flat with fourth quarter and year-ago results and we estimate that overall US procedure growth was comparable. Consistent with our guidance on the Q4 earnings call in late January, COVID stressed the global healthcare system during the winter months. We are encouraged, however, that US TAVR procedures grew as COVID hospitalizations decrease and vaccinations increased during the quarter. Small and medium-sized centers played a valuable role in serving patients during the quarter. We continue to activate new centers this quarter as we have been throughout the pandemic. This demonstrates the clear interest of many smaller centers to provide state-of-the-art care for structural heart patients. Outside the US, in the first quarter, we estimated TAVR procedures grew in the low-double digits on a year-over-year basis and Edwards growth was comparable. Although we are off to a strong start, the slow vaccination progress outside the US provides uncertainty for the remainder of the year. Edwards underlying TAVR growth in Europe versus the prior year was in the mid-single digit range. Edwards growth in countries with lower TAVR adoption rates outpaced countries where the therapy is more established. Although TAVR centers were more prepared to treat patients, patient flow was disrupted due to regional lockdowns and uncertainty among patients about the urgency of their disease. Sales growth in Japan and other countries was strong as aortic stenosis remains an immensely undertreated disease and we remain focused on increasing the availability of TAVR therapy. As previously noted, we received approval earlier this month in Japan for SAPIEN 3 in patients at low surgical risk. We anticipate increased treatment rates when reimbursement is approved later this year. In addition to geographic expansion of our TAVR therapies, we remain dedicated to pursuing indication expansions. Our groundbreaking early TAVR trial is focused on patients who have severe aortic stenosis, but without recognized symptoms and who do not meet the current guidelines for valve replacement. We expect enrollment to increase as we and participating sites are motivated to complete enrollment of the trial this year. I'm also pleased to report that we received FDA approval for a pivotal trial for TAVR in moderate AS patients as we expect enrollment to begin later this year. Based on recent trials, we're learning on what was once thought of as the benign precursor to severe aortic stenosis may actually be associated with higher rates of morbidity and mortality than previously recognized. Thus, we believe TAVR may be a future treatment option for these patients. Separately, last week, we received SAPIEN 3 CE Mark approval to begin treating patients with a previously repaired or replaced valve in the pulmonic position. Looking ahead to the upcoming virtual EuroPCR meeting next month, we expect long-term follow-up data from our European Registry on SAPIEN 3 as well as the late-breaking clinical trial results on low risk bicuspid patients. In summary, based on the strength we saw at the end of the first quarter, we have confidence that the underlying TAVR sales will grow in the 15% to 20% range in 2021. We expect continued near-term COVID-related regional disruptions and a more normalized second half of the year. We remain confident that this large global opportunity will exceed $7 billion by 2024, which implies a compounded annual growth rate in the low double-digits. We're enrolling five pivotal trials across our differentiated portfolio of technologies to support patients suffering from tricuspid and mitral valve disorders. This quarter, we progress with the enrollment of our three CLASP pivotal trials for PASCAL. We continue to expect approval for patients with DMR late next year. This is expected to be the first commercial approval of the PASCAL system in the US. We've also begun treating patients with EVOQUE TR in the TRISCEND II randomized pivotal trial in accordance with the FDA's breakthrough pathway designation. This trial will evaluate the safety and effectiveness of the EVOQUE tricuspid valve replacement system for patients with severe tricuspid regurgitation. In addition, the first patients were recently treated with our next-generation Transcatheter Mitral Replacement System called EVOQUE Eos through the MISCEND study. This study will evaluate the safety and performance of EVOQUE Eos, which is designed to advance the treatment of patients with mitral regurgitation with low profile valve delivered through a sub-30 French transfemoral delivery system. We believe our two platform replacement strategy with SAPIEN M3 and EVOQUE Eos strongly positions us to be the leader in treating these underserved patients. These include longer-term outcomes for transcatheter mitral repair from our CLASP trial and the first report of 30-day outcomes with EVOQUE tricuspid replacement from our TRISCEND study. Turning to our results. First quarter global sales were $16 million, driven by continued adoption of our PASCAL system and activation of more centers across Europe. Assuming diminishing COVID-related impact, we expect to ramp up sales throughout the year. We remain confident in our 2021 sales guidance of $80 million as we advance commercialization, staying focused on physician training, procedural success and patient outcomes. Adoption and favorable real-world clinical outcomes remain key drivers to transforming treatment. In summary, we are making meaningful progress toward our 2021 milestones and we continue to estimate the global TMTT opportunity to reach approximately $3 billion by 2025. We remain committed to transforming the treatment of patients with mitral and tricuspid valve disease around the world. In Surgical Structural Heart, first quarter 2021 global sales was $213 million, increased 7% on an underlying basis over the prior year. Despite a soft start associated with COVID, we are encouraged by the improvement across all regions over the course of the quarter. Notably, growth was lifted by premium products and improved as declining COVID cases enabled more hospitals to resume treating surgical structural heart patients. We remain very encouraged by the steady global adoption of Edwards RESILIA tissue valves, including continued adoption of the INSPIRIS RESILIA aortic surgical valve. We anticipate that adoption will be bolstered by the five-year data from our COMMENCE clinical trial presented at the recent meeting of the Society of Thoracic Surgeon, which demonstrates the excellent durability of this tissue technology. And we're pleased that in the first quarter, we initiated sales of INSPIRIS in China. Sales in the US also continue to gain traction with KONECT RESILIA, the first preassembled aortic tissue valve conduit for patients who require replacement of the valve, route and ascending aorta, a critical unmet patient need. Finally, we're pleased to announce that we received regulatory approval with reimbursement in Japan for our MITRIS RESILIA valve, a new mitral valve incorporating our newest tissue technology. Yesterday, in Japan, we performed our first commercial cases with this differentiated innovation. In summary, we have confidence in our full-year 2021 underlying sales growth in the high single-digit range for Surgical Structural Heart, driven by market adoption of our premium technologies. We continue to believe the current $1.8 billion Surgical Structural Heart market will grow in the mid-single digits through 2026. In Critical Care, first quarter sales of $196 million increased 4% on an underlying basis, driven by increased sales of technologies for both the operating room and intensive care units. HemoSphere orders increased as hospital capital spending began to show signs of recovery. Demand for our products used in high-risk surgeries remain strong and our ClearSight non-invasive finger cuff used in elective procedures also recovered to near pre-COVID levels. Our TruWave disposable pressure monitoring devices used in the ICU remained in demand due to elevated hospitalizations in both the US and Europe at the beginning of Q1. We continue to expect full year 2021 underlying sales growth in the high single-digit range for critical care. We remain excited about our pipeline of critical care innovations as we continue to shift our focus to smart recovery technologies designed to help clinicians make better decisions for their patients. Well, we are encouraged by the start to our year. Despite COVID still impacting the global healthcare system in the first quarter, we were able to post positive year-over-year sales growth across all of our product lines and regions as our advanced therapies helped patients globally. Total sales grew 5% year-over-year on an underlying basis, which was better than the flat growth we expected when we gave guidance for the first quarter back in January. This stronger-than-expected sales performance fell through to the bottom line, resulting in adjusted earnings per share of $0.54, which was 8% higher than the first quarter of 2020. The improvement in our sales performance during the quarter was choppy, but we exited the quarter in a stronger position and that gives us continued confidence in our outlook for the balance of the year. While macro conditions remain variable across our key geographies, we're projecting total sales in the second quarter to grow sequentially to between $1.25 billion and $1.33 billion resulting in adjusted earnings per share of $0.54 to $0.60. As our business continues to rebound from the impact of COVID, we expect sales to strengthen and expenses to grow as travel and clinical trials ramp up. We are maintaining all of our previous sales guidance ranges for 2021. For total Edwards, we expect sales of $4.9 billion to $5.3 billion; for TAVR, $3.2 billion to $3.6 billion; for TMTT, approximately $80 million; for Surgical Structural Heart, $800 million to $900 million; and for Critical Care, $725 million to $800 million. And based on our first quarter earnings, we are raising full year adjusted earnings per share guidance to $2.07 to $2.27, up from $2 to $2.20. So, now I'll cover additional details of our results. For the first quarter, our adjusted gross profit margin was 76% compared to 76.7% in the same period last year. This reduction was driven by a negative impact from foreign exchange and incremental costs associated with responding to COVID, partially offset by improved manufacturing efficiencies. We continue to expect our 2021 adjusted gross profit margin to be between 76% and 77%. Selling, general and administrative expenses in the first quarter were $331 million or 27.2% of sales compared to $308 million in the prior year. This increase was primarily driven by the strengthening of OUS currencies, primarily the euro and personnel-related costs, partially offset by reduced travel spending resulting from COVID. As I mentioned earlier, we anticipate our spending will increase during the year as travel restrictions subside and we resume a more normalized operating environment. We continue to expect full year 2021 SG&A as a percentage of sales, excluding special items, to be 28% to 29%, similar to pre-COVID levels. Research and development expenses in the quarter grew 10% to $207 million or 17% of sales. This increase was primarily the result of continued investments in our transcatheter innovations. For the full year 2021, we continue to expect R&D as a percentage of sales to be in the 17% to 18% range, similar to pre-COVID levels as we invest in developing new technologies and generating evidence to expand indications for TAVR and TMTT. Turning to taxes, our reported tax rate this quarter was 13.1%. This rate included a 290-basis-point benefit from the accounting for stock-based compensation. We continue to expect our full year rate in 2021, excluding special items, to be between 11% and 15%, including an estimated benefit of 4 percentage points from stock-based compensation accounting. Foreign exchange rates increased first quarter reported sales growth by 280 basis points or $30 million compared to the prior year. At current rates, we now expect an approximate $60 million positive impact or about 1% to full year 2021 sales compared to 2020. FX rates negatively impacted our first quarter gross profit margin by 150 basis points compared to the prior year. Relative to our January guidance, FX rates positively impacted our first quarter earnings per share by about $0.01. Free cash flow for the first quarter was $195 million defined as cash flow from operating activities of $301 million, less capital spending of $106 million. Before turning the call back over to Mike, I'll finish with an update on our balance sheet and share repurchase activities. We continue to maintain a strong and flexible balance sheet with approximately $2.1 billion in cash and investments as of March 31, 2021. We repurchased 3.6 million shares for $303 million during the first quarter and have approximately $300 million remaining in our share repurchase authorization. We plan to continue to execute our strategy of offsetting dilution from incentive stock compensation as well as opportunistically reducing our shares outstanding over time. Average shares outstanding during the first quarter were 631 million, down approximately 1 million from the prior quarter. We continue to expect average diluted shares outstanding for 2021 to be between 630 million and 635 million. So with that, I'll pass it back to Mike. We remain confident in our long-term patient-focused strategy on our innovation pipeline. To serve the many patients suffering from structural heart disease, we have never stopped investing in our people, our innovative technologies and our new growth capacity. As a company, we expect that Edwards will be positioned even stronger and in a position to help more patients than ever as the world fully emerges from this pandemic. So, Diego, with that, we're ready to take questions now. In order to allow for broad participation, we ask that you please limit the number of questions to one, plus one follow-up. If you have additional questions, please reenter the queue and management will answer as many participants as possible during the remainder of the call. ","compname reports qtrly earnings per share of $0.54. qtrly earnings per share $0.54. continued confidence in sales outlook; fy 2021 adjusted earnings per share guidance of $2.07 to $2.27 increased $0.07. sees q2 2021 total sales to be between $1.25 and $1.33 billion & adjusted earnings per share of $0.54 to $0.60. qtrly sales grew 8% to $1.2 billion; underlying sales grew 5%. overall, full year 2021 sales guidance remains at $4.9 to $5.3 billion. qtrly global transcatheter aortic valve replacement sales of $792 million, up 7% on reported basis. remains confident that tavr global opportunity will exceed $7 billion by 2024. continues to anticipate underlying tavr sales growth in 15 to 20 percent range in 2021. " "Just after the close of regular trading, Edwards Lifesciences released second quarter 2021 financial results. These statements include, but aren't limited to: financial guidance and expectations for longer-term growth opportunities, regulatory approvals, clinical trials, litigation, reimbursement, competitive matters and foreign currency fluctuations. Finally, a quick reminder that when using terms underlying and adjusted, management is referring to non-GAAP financial measures. Otherwise, they are referring to GAAP results. ""We were encouraged by the clear signs of recovery during the second quarter. Vaccine adoption in key regions have contributed to an increasing number of patients seeking and, most importantly, receiving treatment. At Edwards, our dedication of providing innovative solutions for people fighting cardiovascular disease around the world motivates our employees every day. We never stopped our aggressive pursuit of breakthrough technologies with the potential to help an even broader group of patients. Last year, we noted that we're in the midst of the onset of this tragic global pandemic. There were more than 20,000 patients around the world who were treated with our SAPIEN valves in that second quarter. This quarter, more than 30,000 patients were treated with SAPIEN valves, an indication that more patients are benefiting from our life changing technologies than ever before. The comparisons of 2020 are challenging as last year marked an extraordinary time for structural heart patients, especially during the second quarter, when the COVID surge overwhelmed hospitals and undermined regular ongoing care. Patients and their doctors around the world were forced to weigh the risk of COVID versus the severe effects of progressive heart valve disease. Fortunately, we are now experiencing encouraging signs of increased patient confidence to visit their position. Turning now to our recent results. We are pleased to report better than expected second quarter sales of $1.4 billion, up 44% on a constant currency basis from a year ago period. All four product groups delivered large increases in sales led by TAVR. Total company sales increased sequentially versus Q1. And importantly, sales grew 11% on a two year compounded annual basis, compared to the strong pre-pandemic second quarter of 2019. While hospital heart teams have not been reporting significant backlogs, we believe that procedure rates in Q2 were lifted because patients who previously postponed their doctor visits returned and were treated. We are raising our full year outlook for 2021. We remain cautious about the mix trends of the recovery from the pandemic and additionally, we expect a more pronounced summer seasonality associated with the pent-up demand for vacations. Yet, given the better than expected year-to-date performance and momentum exiting the quarter, we now expect total sales growth to be in the high teens versus our previous guidance of mid-teens. In TAVR, second quarter global sales were $902 million, up 48% on an underlying basis versus the year ago period or 14% on a two year compounded annual basis. We estimate global TAVR procedure growth was comparable with Edwards' growth in the second quarter. Globally, our average selling price remains stable as we continue to exercise price discipline. We continue to be optimistic about the long-term potential of TAVR because of its transformational impact on the many patients suffering from aortic stenosis and because many remain untreated. In a recent article in the American Journal of Cardiology reported, it reported on the survival of severe AS patients since the introduction of TAVR in 2008. The analysis included clinical data on 4,000 patients obtained at the mass general and concluded that in the TAVR era overall survival of patients with severe AS has doubled. The long-term potential, along with the rebound in procedures reinforces our view that this global TAVR opportunity will exceed $7 billion by 2024, up from more than $5 billion today. And beyond 2024, bolstered by two pivotal trials currently being enrolled, we believe the impact of treating this deadly disease before symptoms and before the disease becomes severe has the potential to transform the lives of even more patients. In the U.S., our TAVR sales grew sequentially over Q1 and over 50% on a year-over-year basis. Our U.S. TAVR volumes were well above pre-COVID levels as our two year compounded annual growth rate was in the mid-teens. We estimate that our share of procedures was stable. We are encouraged that U.S. TAVR procedures grew as vaccinations increase and patients decided to seek treatment during the quarter. Growth was broad based across both high and low volume centers. Outside the U.S., in the second quarter, our sales grew approximately 40% on a year-over-year basis and we estimate that total TAVR procedure growth was comparable. On a two year compounded annual basis, we estimate that sales grew in the low double-digits in the second quarter versus 2019. And although we are encouraged by the strong results, vaccination progress outside the U.S. creates uncertainty for the remainder of the year. Long-term goal, we see excellent opportunities for OUS growth as we believe international adoption of TAVR therapy remains quite low. TAVR procedure and Edwards' growth in Europe, also rebounded significantly on a year-over-year basis. Edwards' growth was driven by the continued strong adoption of our SAPIEN platform and was broad based across all countries. Patient flow recovered throughout the quarter, although it remains suboptimal in several countries and uncertainty among patients about the urgency of their disease. In Japan, we continue to see strong TAVR adoption, driven by SAPIEN 3 and broad growth across centers of all sizes. We remained focused on expanding the availability of TAVR therapy throughout the country, driven by the fact that aortic stenosis remains an immensely undertreated diseases among this large elderly population. As previously announced, we received the approval earlier in the second quarter for SAPIEN 3 in patients at low surgical risk and we continue to anticipate increased treatment rates in Japan when reimbursement is approved in Q3. Now, turning to several recent TAVR clinical trial highlights, last week at the TVT Conference, data on the Vancouver's TAVR Economic Study were presented which further demonstrated the favorable economic value of our SAPIEN 3 platform, a comparison of 1100 patients was conducted to assess the economic impact of next day discharge. The SAPIEN 3 platform with a minimalist approach achieved better patient outcomes 30-days post-procedure and enhanced resource utilization, which resulted in meaningful cost improvements. Also at TVT, results from the PARTNER 3 bicuspid registry showed similar outcomes to other TAVR patients, as well as significant improvement in patient symptoms and quality of life. We remain as optimistic as ever about the long-term growth opportunity as patients and clinicians increasingly understand the significant benefits of TAVR therapy, supported by the substantial body of compelling evidence. In summary, based on the strength that we saw in the second quarter, we have confidence that the underlying TAVR sales will grow around 20% in 2021 versus our previous expectation of 15% to 20% growth. Turning to TMTT; we continue to be very pleased with our clinical outcomes as they remain a key driver to treating many patients in need and unlocking the significant long-term growth opportunity. We continue to be committed to ensuring procedural success and employing a high touch clinical support model. We are progressing in the enrollment of five pivotal trials across our differentiated portfolio to support therapy for patients suffering from mitral and tricuspid regurgitation. We have initiated use of the PASCAL precision platform and are currently enrolling CLASP and early physician feedback has been positive. We remain on track for U.S. approval of PASCAL for patients with DMR late next year. We advanced our clinical experience with transcatheter replacement as we continued enrollment with our TRISCEND 2 pivotal trial for EVOQUE tricuspid replacement. We also continue to treat patients with both our transcatheter mitral replacement therapies through the ENCIRCLE pivotal trial for SAPIEN M3 and the MISCEND Study for EVOQUE Eos. In mitral, an analysis of EuroPCR of over 2,100 commercially treated patients provided further evidence of the efficacy, safety, and ease of use of the PASCAL platform. In addition, two year results from the CLASP study of PASCAL highlighted strong and sustained MR reduction, as well as high survival rates for both FMR and DMR patients. And in tricuspid, 30-day outcomes for our TRISCEND study for the EVOQUE tricuspid valve replacement system demonstrated favorable technical feasibility and safety, along with significant improvements is tricuspid regurgitation and quality of life for patients. Similarly, outcomes for PASCAL tricuspid valve repair resulted in significant TR reduction, low complication rates, and sustained functional and quality of life improvements at six months. Turning to the financial performance in TMTT, global sales of $22 million were driven by the continued adoption of our PASCAL platform, as we activated more centers across Europe. We now expect 2021 TMTT sales of $80 million to $100 million, up from our previous sales guidance of $80 million. We continue to estimate the global TMTT opportunity to triple to approximately $3 billion by 2025 and we are pleased with our progress toward advancing our vision to transform the lives of patients with mitral and tricuspid valve disease. In Surgical Structural Heart, record second quarter global sales of $237 million was up 42% on an underlying basis versus a year ago period. Revenue growth was lifted by increased adoption of our premium RESILIA technologies around the world and rebounding surgical aortic treatment rates in the U.S. We were encouraged by steady improvement in global surgical procedure volumes, as we progress through the quarter. We experienced strong year-over-year adoption of Edwards RESILIA tissue valves including continued adoption of the INSPIRIS RESILIA aortic surgical valve, the KONECT RESILIA aortic tissue valve conduit, as well as our new MITRIS RESILIA surgical mitral valve, which was launched in Japan in the second quarter. We believe the adoption of RESILIA tissue valves will be further bolstered by the four year mitral data from our COMMENCE clinical trial presented at the recent meeting of the American Association of Thoracic Surgery, as well as the growing body of RESILIA clinical evidence, which demonstrates excellent durability of this tissue technology even in the high pressure mitral position. In summary, given the strength of our year-to-date performance, we are raising our full year Surgical Structure Heart guidance, we now expect underlying sales growth in the mid-teens versus our previous expectation of high-single-digit growth. We continue to believe the current $1.8 billion Surgical Structure Heart market will grow in the mid-single-digits through 2026. In Critical Care, second quarter global sales were $215 million, up 27% on an underlying basis versus the year ago period. Growth was driven by balanced contributions from all product lines led by HemoSphere sales in the U.S. as hospital capital spending continues to show signs of recovery. Demand for products used in high-risk surgeries remains strong, and demand for the ClearSight non-invasive finger cuff used in elective procedures accelerated following its recovery to pre-COVID levels in the first quarter. And Smart Recovery received FDA clearance for the software algorithm that powers our Hypotension Prediction Index, HPI on HemoSphere and the Acumen IQ cuff. The non-invasive Acumen IQ cuff provides clinicians with an important new tool to reduce hypotension in a broader range of patients including those that do not require an arterial line. In summary, given the strength of our year-to-date performance, we are raising our full year Critical Care guidance to low-double-digits versus our previous expectation of high-single-digit growth. We remain excited about our pipeline of Critical Care innovations as we continue to shift our focus to smart recovery technologies designed to help clinicians make better decisions for their patients. I am pleased with the momentum we experienced as we exited the first quarter continued in the second quarter across all of our product lines. While we are expecting some headwinds due to the summer vacation schedule and flare-ups of COVID in various regions, we are optimistic about favorable business conditions for Edwards. Total sales grew 49% year-over-year, as patients increasingly were more confident about pursuing treatment in the second quarter. Of course, the unusually high growth rate also reflects depressed sales in last year's second quarter due to COVID. Our underlying two year compounded growth rate in the second quarter was 11%, another indicator that conditions are improving. The much stronger than expected sales performance lifted by unexpectedly high procedure volume fell through to the bottom-line resulting in adjusted earnings per share of $0.64. Based upon our strong start to the year and positive outlook, we are raising our previous sales guidance ranges for 2021. For total Edwards, we now expect sales of $5.2 billion to $5.4 billion, for TAVR $3.4 billion to $3.6 billion, for TMTT, $80 million to $100 million, for Surgical Structural Heart, $875 million to $925 million, and for Critical Care, $800 million to $850 million. Now, regarding second half margins, we are intending to resume a higher rate of spending as commercial activities increase, especially as we continue to build our clinical and field teams to support our planned new product introductions in multiple regions. In addition, we expect growth in research and development expenses as our clinical trial activities increase. The combination of these actions contributes to our more moderated guidance for margins in the second half. We expect our full year adjusted earnings per share guidance at the high-end of our previous range of $2.07 to $2.27. While public health conditions remain uncertain, we are projecting total sales in the third quarter to grow sequentially to between $1.29 billion and $1.37 billion resulting in adjusted earnings per share of $0.50 to $0.56. Now, I will cover additional details of our results. For the second quarter, our adjusted gross profit margin was 75.9%, compared to 74.4% in the same period last year when we experienced lower sales and substantial cost responding to COVID. This increase was also driven by a more profitable product mix, partially offset by a negative impact from foreign exchange. We continue to expect our 2021 adjusted gross profit margin to be between 76% and 77%. Selling, general, and administrative expenses in the second quarter were $374 million or 27.2% of sales, compared to $275 million in the prior year. This increase was primarily driven by personnel-related costs including performance-based compensation, increased commercial activities compared to the COVID impacted prior year, and the strengthening of OUS currencies, primarily the euro. We are planning to see a ramp up in the expenses noted above in the second half as COVID-related restrictions subside to support continued growth. We continue to expect full year 2021 SG&A expenses as a percent of sales, excluding special items to be 28% to 29%. Research and development expenses in the quarter grew 24% to $225 million, or 16.4% of sales. This increase was primarily the result of continued investments in our transcatheter innovations including increased clinical trial activity. We are pointing ramp up expenses in the second half as we invest in developing new technologies and generating evidence to expand indications for TAVR and TMTT. For the full year 2021, we continue to expect research and development expenses as a percentage of sales to be in the 17% to 18% range. During the second quarter, we recorded a $103 million net reduction in the fair value of our contingent consideration liabilities which benefited earnings per share by $0.14. This gain was excluded from the adjusted earnings per share of $0.64 that I mentioned earlier. This reduction reflects accounting adjustments associated with reduced expectations of making future milestone payments for previous acquisitions. This accounting impact does not impact our 2021 guidance. Turning to taxes, our reported tax rate this quarter was 10.3%. This rate included a larger than expected 590 basis point benefit from the accounting for stock-based compensation. We continue to expect our full year rate in 2021 excluding special items to be between 11% and 15% including an estimated benefit of 5 percentage points from stock-based compensation accounting. Foreign exchange rates increased second quarter reported sales growth by 450 basis points or $29 million, compared to the prior year. At current rates, we now expect an approximate $70 million positive impact or about 1.5% to full year 2021 sales, compared to 2020. Foreign exchange rates negatively impacted our second quarter gross profit margin by 180 basis points compared to the prior year. Relative to our April guidance, FX rates positively impacted our second quarter earnings per share by a penny. Free cash flow for the second quarter was $457 million, defined as cash flow from operating activities of $526 million, less capital spending of $69 million. Before turning the call back over to Mike, I'll finish with an update on our balance sheet and share repurchase activities. We continue to maintain a strong and flexible balance sheet with approximately $2.6 billion in cash and investments as of June 30. Average shares outstanding during the second quarter were 630 million, down from the prior quarter as we repurchased 1.3 million shares during the second quarter for $112 million. In the first half of the year, we repurchased 4.9 million shares at an average price of $85. In May, we obtained Board approval to increase our share repurchase authorization and currently have approximately $1.2 billion remaining under the program. We now expect our average diluted shares outstanding for 2021 to be at the lower end of our 630 to 635 million guidance range. And with that, I'll pass it back to Mike. So, we are pleased with our performance in the first half of 2021. To serve the many patients suffering from Structural Heart Disease, we never stopped investing in our people, our innovative technologies and our new growth capacity. As patients and clinicians increasingly recognize the significant benefits of transcatheter-based technologies, supported by the substantial body of compelling evidence, we remain optimistic about the long-term growth opportunity. Our foundation of leadership, combined with a robust product pipeline positions us well for continued success. This event will include updates on our latest technologies, the use on longer term market potential, as well as our outlook for 2022. Please look for more information on our website next month. With that, we are ready to take questions now, Diego. In order to allow for broad participation, we ask that you please limit the number of questions to one, plus one follow-up. If you have any additional questions, please reenter the queue and management will answer as many participants as possible during the remainder of the call. ","compname reports quarterly earnings per share of $0.78, quarterly adjusted earnings per share of $0.64. qtrly earnings per share $0.78; qtrly adjusted earnings per share was $0.64. 2021 sales guidance raised to $5.2 billion to $5.4 billion from $4.9 billion to $5.3 billion. qtrly sales grew 49% to $1.4 billion; underlying sales grew 44%. qtrly reported transcatheter aortic valve replacement sales of $902 million, up 52% on a reported basis. projects q3 sales to be between $1.29 billion and $1.37 billion, adjusted earnings per share of $0.50 to $0.56. edwards lifesciences sees fy underlying tavr sales growth of around 20% versus previous sales growth expectation of 15% to 20%. recorded reduction in fair value of contingent liabilities in quarter, a $0.14 benefit that was excluded from adjusted eps. raising fy 2021 adjusted earnings per share guidance to the high end of the previous $2.07 to $2.27 range. " "Just after the close of regular trading, Edwards Lifesciences released fourth quarter 2020 financial results. These statements include, but aren't limited to financial guidance and expectations for longer-term growth opportunities, regulatory approvals, clinical trials, litigation, reimbursement, competitive matters, and foreign currency fluctuations. Finally, a quick reminder that when using the terms underlying and adjusted, Management is referring to non-GAAP financial measures, otherwise they are referring to GAAP results. Before we discuss fourth quarter's results and our expectations for 2021 and beyond, I want to spend a minute reflecting on 2020. Structural heart patients were severely impacted beginning in March, experiencing significant difficulties entering the system, which also had a profound impact on second quarter procedures and even though healthcare systems adapted to the challenge, the resurgence of COVID that began late in the year continues to impact structural heart patients, who need care. Despite unprecedented challenges throughout the year, I'm proud of our team's steadfast dedication to our patient-focused strategy. We continue to invest in developing solutions that extend lives, improve the quality of life and offer greater value for the healthcare system. Along those lines, we celebrated some exciting milestones in 2020 that directly impacted patients. In TAVR, despite headwinds, more than 100,000 patients benefited from treatment with SAPIEN valves worldwide. In Surgical Structural Heart, we launched our KONECT aortic valved conduit and Inspiris became the leading aortic surgical valve worldwide. We've seen early positive clinical evidence across the TMTT platform, physician feedback is encouraging and patient outcomes have been distinguished. And in Critical Care, we met the increased demand for core pressure monitoring products due to the pandemic, and we're proud that we were able to help over 1 million patients globally with our monitoring technology. To support our innovation and growth, we continued to invest in our people and our infrastructure. During the year when job losses impacted many families across the globe, Edwards prioritized protecting our employees and we grew our team to 15,000 worldwide. We continue to make strategic R&D investments that enabled us to fuel progress and despite this unique environment and extraordinary prior year growth, underlying sales grew 1% in 2020 to $4.4 billion, which is a reflection of the life-threatening needs of the patients that Edwards serves. Looking into 2021, while we expect the pandemic to continue to impact the global healthcare system, we remain optimistic about the year ahead. As we indicated at our investor conference, we expect full year sales between $4.9 billion and $5.3 billion representing mid-teens underlying growth on a year-over-year basis. Based on our year-to-date experience, we expect Q1 sales to be slightly down sequentially, although in line with the first quarter of last year, which was largely unaffected by COVID. Our 2021 guidance continues to assume COVID will stress the global healthcare system, it leads through the winter months with procedures ramping later in the year. This expectation assumes that vaccines are effective and widely administered by mid-year 2021 and hospitals continue to improve their ability to treat non-COVID patients, who need care for conditions such as aortic stenosis and even though we expect the COVID impact on sales at the start of the year, we are continuing to invest now in our innovations that have the tremendous opportunity to enhance patients' lives and bring significant value to the healthcare system. We recognize the uncertain impact and timeframe for recovery from this unique global challenge, but we remain confident that our patient-focused strategy of continued investment positions us well and even stronger when the world emerges from the pandemic. Now turning to our quarterly results, consistent with our guidance at our investor conference last month, fourth quarter sales of $1.2 billion were in line with the year ago period when Edwards' grew nearly 20% on an underlying basis, reflecting the strength, even during the ongoing pandemic. Full-year 2020 global sales -- global TAVR sales of 2.9 billion increased 4% on an underlying basis over the prior year. 2020 growth reflected increased sales in every region lifted by greater awareness of the benefits of TAVR therapy and increased adoption of our leading technologies. Based on the strength of the SAPIEN platform, we retained our strong leadership position while also maintaining our disciplined price strategy. In the fourth quarter, global TAVR sales were $776 million, up slightly from the year ago period. We estimate global TAVR procedure growth was comparable with our growth and globally, average selling prices were stable. Although the rollout was somewhat impacted, SAPIEN 3 Ultra now represents more than two-thirds of our global TAVR sales and physician feedback on ease of use and improved paravalvular leak performance remains outstanding. In the U.S., our Q4 TAVR sales were approximately level with the third quarter and declined in the mid-single digit range versus last year. We estimate overall Q4 U.S. procedures declined at a comparable rate. Recall that our U.S. TAVR sales in the year ago period increased nearly 40% driven by the strong PARTNER 3 evidence that led to a third quarter 2019 indication expansion and improved patient access under an updated TAVR NCD. We expect these factors to resume lifting treatment rates, as the pandemic subsides. Growth at smaller TAVR centers, which are providing local access to aortic stenosis patients was more than offset by declines in larger accounts, where referrals have been disrupted by the resurgence of COVID. Outside the U.S., in the fourth quarter, we estimated total TAVR procedures grew in the high single digits on a year-over-year basis and Edwards growth was comparable. Edwards' underlying TAVR growth in Europe versus the prior year was in the mid-single digit range. Growth was driven by continued strong adoption of our SAPIEN platform and was more pronounced in countries that were more severely impacted by the first wave of COVID in 2020. Outside of the U.S. and Europe, we continue to see very good TAVR adoption in the fourth quarter. Sales growth in Japan, Australia, and Korea were strong, where therapy adoption is still low. In Japan, we continue to anticipate providing SAPIEN 3 for low-risk patients prior to the end of this year. In China, which was a minor contributor to Q4 sales, we remain focused on growing our dedicated clinical support team to assist leading hospitals, as they build their TAVR programs. In addition to geographic expansion of our TAVR therapies, we remain focused on indication expansion. We talked at our recent Investor Conference about our early TAVR trial, which is focused on the treatment of asymptomatic patients. Enrollment is now two-thirds complete and we remain optimistic that the trial will be fully enrolled in 2021. Separately, we continue to plan to initiate an important pivotal trial for moderate aortic stenosis to determine the optimal time to treat patients, who have this progressive disease. We believe that some patients may benefit from earlier treatment, when they have moderate AS rather than risking irreversible damage as the disease progresses. We're optimistic about the potential of this trial and we anticipate FDA approval to begin enrollment this year. In November 2020, we are pleased that the American Heart Association announced the launch of an initiative, called Target Aortic Stenosis, a quality improvement program aimed to develop optimal standards of care. The program features a learning collaborative comprised of experts and volunteers from pilot hospital locations around the nation. AHA noticed that if left untreated, the condition worsens and patients with severe aortic stenosis have a survival rate as low as 50% at two years. Aortic stenosis is also a risk factor for heart failure, a costly disease projected the cost the US Healthcare System $70 billion in 2030. In summary, we continue to anticipate 2021 underlying TAVR sales growth in the 15% to 20% range, as we shared at our Investor Conference. We expect continuing COVID related challenges early in 2021, turning to a more normalized growth environment in the second half of the year. We remain confident in this large global opportunity will exceed $7 billion by 2024, which implies a compounded annual growth rate in the low double-digit range. Turning to Transcatheter Mitral and Tricuspid Therapies or TMTT, we've made meaningful progress moving from early stage development to clinical use across all of our platforms with over 3,000 patients treated to-date. To transform treatment and unlock the significant long-term growth opportunity, we remain focused on three key value drivers, a portfolio of differentiated therapies, positive pivotal trial results to support approvals and adoption and favorable real-world clinical outcomes. In Europe, PASCAL leaflet repair continues to deliver excellent results. In Q4, we continued the introduction of PASCAL Ace for mitral and tricuspid patients and we're pleased with the early real world results and positive physician feedback regarding its differentiated features and narrower profile. We plan to make both PASCAL Ace and PASCAL available on a single next generation platform called the PASCAL Precision System. This new system is designed to elevate the user experience with enhanced maneuverability, navigation, and stability enabling improved procedural precision. From a clinical perspective, in this challenging near-term environment, we are experiencing a negative impact to clinical trial enrollment. However, our team and research partners are highly motivated to build on the differentiated data presented in 2020 and expand our body of clinical evidence in this exciting field. We will look forward to presenting meaningful follow-up data across our portfolio at medical meetings later this year. We progressed in the enrollment of our three CLASP pivotal studies. We also received approval for use of the Edwards PASCAL Precision System in these pivotal studies. The company is still expects U.S. approval of PASCAL for patients with DMR late next year. We continue to enrolling SAPIEN M3 pivotal study and Circle designed to demonstrate strong safety and efficacy for transcatheter mitral replacement and we're on track to initiate our first clinical experience with our next generation EVOQUE Mitral Replacement System. The EVOQUE tricuspid replacement study, TRISCEND continue to enroll in Q4 and we're on track to initiate the TRISCEND II randomized pivotal study based on FDA's Breakthrough pathway designation. We look forward to bringing this important treatment option to more patients that are in significant need. Turning to recent news, we commenced CMS for ensuring mitral valve disease patients have improved access to therapy options through the updated NCD. This update, which includes coverage with Evidence Development achieves the balance of patient access with high quality outcomes. Fourth quarter global sales were $13 million, representing sequential improvement versus Q3. Full year 2020 sales were $42 million. We expect continuing COVID related challenges early in 2021, but we anticipate a ramp up through the rest of the year. We maintain our beliefs that the total TMTT sales will approximately double in 2021. We continue to estimate the global TMTT opportunity to reach $3 billion by 2025 with significant growth beyond. We remain committed to transforming the treatment of these patients and believe our portfolio strategy positions us well for ultimate leadership. In Surgical Structural Heart, full-year 2020 global sales of $762 million decreased 10% on an underlying basis over the prior year, in line of our guidance, with our guidance of 5% to 15% decline. Fourth quarter sales of $204 million held steady with Q3 and declined 2% year-over-year on an underlying basis, which was below our previous expectation for positive growth. Over the course of the quarter, hospitals experience an influx of COVID patients limiting surgical procedures. Despite this impact, we are encouraged that the U.S. achieve positive growth in Q4, driven by adoption of our newest premium technologies. We remain very encouraged by the steady global adoption of Edwards Premium RESILIA tissue valves, including the Inspiris aortic surgical valve and the recently launched KONECT aortic valved conduit. In the fourth quarter, Inspiris valve utilization grew in all regions, and we continue to add new centers. Sales in the U.S. are ramping for KONECT, the first preassembled ready to implant aortic tissue valve conduit for patients, who require replacement of the aortic valve, root, and the ascending aorta, which is a critical unmet patient need. We continue to focus on comprehensive physician training and robust data collection for the HARPOON Beating Heart Mitral Valve Repair System. We are seeing favorable patient outcomes with faster surgery and recovery times with this minimally invasive therapy. The U.S. pivotal trial is now under way and the first patient was treated in December. In summary, we expect full-year 2021 underlying sales growth in the high single-digit range for surgical structural heart driven by market adoption of our newest technologies. After a challenging start, we expect improving year-over-year comparisons, as we progress through the year. We are excited by our ability to provide innovative surgical treatment options for more patients and to extend our global leadership in premium Surgical Structural Heart technologies. We believe the current $1.8 billion Surgical Structural Heart opportunity will grow mid single digits through 2026. In Critical Care, full year 2020 global sales of $725 million decreased 3% on an underlying basis versus the prior year, in line with our guidance of flat to down 5%. Fourth quarter Critical Care sales of $198 million decreased 2% on an underlying basis, driven by the decline in HemoSphere orders in the U.S., as hospitals limited their capital spending. Sales of our TruWave disposable pressure monitoring devices used in the ICU were lifted by the increased COVID hospitalizations late in the fourth quarter in both the U.S. and Europe. Demand for our products used in more intense surgeries remains strong, but were more than offset by the impact of delayed elective procedures. In summary, we expect full-year 2021 underlying sales growth in the high single-digit range for critical care. We remain excited about our pipeline of Critical Care innovations, as we continue to shift our focus to smart recovery technologies designed to help clinicians make better decisions for their patients. Now, I'll ask Scott to provide some more detail on the company's financial results. Today, I'll provide a wrap-up of 2020 including detailed results from the fourth quarter as well as provide an update on guidance for the first quarter and full year of 2021. Despite the wave of COVID that began during the fourth quarter, we are pleased that we were able to achieve our sales guidance ranges across all product lines. Sales in the fourth quarter were flat year-over-year on an underlying basis and adjusted earnings per share grew 2% to $0.50 versus the prior year. GAAP earnings per share was similar at $0.49. For the full year 2020, sales increased 1% on an underlying basis to $4.4 billion, adjusted earnings per share was flat at $1.86 and we generated over $700 million of adjusted free cash flow. During 2020, we achieved cost efficiencies, but we intentionally did not take any actions to significantly impact our employees or reduce investments supporting our long-term strategy. I'll now cover the details of our results and then discuss guidance for 2021. For the fourth quarter, our adjusted gross profit margin was 75.3% compared to 75.8% in the same period last year. This reduction was driven by a negative impact from foreign exchange and incremental costs associated with responding to COVID, partially offset by lower performance-based compensation. We continue to expect our 2021 adjusted gross profit margin to be between 76% and 77%. Our rate should be lifted by an improved product mix, partially offset by a negative impact from foreign exchange. Selling, general and administrative expenses in the fourth quarter were $339 million or 28.4% of sales, compared to $347 million in the prior year. This decrease was primarily driven by reduced spending resulting from COVID and lower performance-based compensation, partially offset by the impact from foreign exchange. We continue to expect full year 2021 SG&A as a percentage of sales, excluding special items to be 28% to 29%, which is similar to pre-COVID levels. Research and development expenses in the quarter grew 1% to $196 million or 16.4% of sales. This small increase was primarily the result of higher investments in TMTT and costs associated with discontinuing our SUTRAFIX program, partially offset by reduced performance-based compensation. For the full year 2021, we continue to expect R&D as a percentage of sales to be in the 17% to 18% range, similar to pre-COVID levels, as we invest in developing new technologies and generating evidence to expand indications for TAVR and TMTT including enrolling seven clinical trials. Turning to taxes, our reported tax rate this quarter was 13.1% or 13.9% excluding the impact of special items. This rate included a 350 basis point benefit from the accounting for stock-based compensation. Our full-year 2020 tax rate, excluding special items was 12.5%. We continue to expect our full year rate in 2021 excluding special items to be between 11% and 15%, including an estimated benefit of 5 percentage points from stock based compensation accounting. Foreign exchange rates increased fourth quarter reported sales growth by 150 basis points or $18 million compared to the prior year. At current rates, we now expect an approximate $100 million positive impact or about 2% to full year 2021 sales compared to 2020. FX rates negatively impacted our fourth quarter gross profit margin by 150 basis points compared to the prior year. Free cash flow for the fourth quarter was $287 million, defined as cash flow from operating activities of $400 million, less capital spending of $113 million. Now turning to the balance sheet, we have a strong balance sheet with approximately $2.2 billion in cash and investments as of the end of the year. In addition, we have an undrawn line of credit of up to $1 billion. We have public bonds outstanding of about $600 million that don't mature until 2028. Average shares outstanding during the fourth quarter were 632 million, relatively consistent with the prior quarter. We now expect average diluted shares outstanding for 2021 to be between 630 million and 635 million. So before turning the call back over to Mike, I'll finish with financial guidance for 2021. We are maintaining all of our previous sales guidance ranges for 2021. For total Edwards, we expect sales of $4.9 billion to $5.3 billion. For TAVR, we expect sales of $3.2 billion to $3.6 billion. For TMTT, we expect sales of approximately $80 million. We expect Surgical Structural Heart sales of $800 million to $900 million and Critical Care sales of $725 million to $800 million. For the full year 2021, we continue to expect adjusted earnings per share of $2 to $2.20. For the first quarter of 2021, we project total sales to be between $1.1billion and $1.2 billion and adjusted earnings per share of $0.43 to $0.50. And so with that, I'll pass it back to Mike. While a year like 2020 could threaten to cause persistent disruptions, our strategy of patient-focused innovations remains unwavering. As we look to 2021 and beyond, I'm as excited as ever about the work happening at Edwards and more importantly what we envision for the future of patient care. I continue to believe we are poised for success and that our innovation and cultural imperative to put patients first will drive strong organic sales growth and create long-term value. With that, we're ready to take questions. In order to allow for broad participation, we ask that you please limit the number of questions to one plus one follow-up. If you have additional questions, please reenter the queue and Management will answer as many participants as possible during the remainder of the call. ","compname reports q4 earnings per share $0.49. q4 adjusted earnings per share $0.50. q4 earnings per share $0.49. q4 sales $1.2 billion versus refinitiv ibes estimate of $1.19 billion. full year 2021 sales guidance for edwards remains $4.9 billion to $5.3 billion. continues to expect full year 2021 adjusted earnings per share of $2.00 to $2.20. for q1 of 2021, co projects total sales to be between $1.1 billion and $1.2 billion, and adjusted earnings per share of $0.43 to $0.50. " "This is Michael Haack. Let me start today by acknowledging that we had another solid quarter of increasing earnings, and while shaping up to be an exceptional fiscal year for Eagle Materials. Our results reflect that we are entering into a cyclical phase for our businesses, where the demand for all of our products are strong. There are two overreaching reasons for this. One relates to market conditions, which are on an improving trajectory in most respects. The second relates to Eagle's high-performing, well thought geographically advantaged operations that can take advantage of these market opportunities. Let me start with some foundational comments about market conditions. Housing construction is an important driver for both sides of our business, and single-family starts are especially important for Gypsum Wallboard. There are positive short-term, mid-term, and long-term dimensions to the robust housing-related demand for our materials. As for the short term, Wallboard is installed on walls and ceilings in the later phase of the building construction process after framing has occurred. This means that the recent increase in starts and permits will have the greatest impact in the months ahead. Pandemic has resulted in a surge in home buying, and that demand that has been swelling over more than a decade of under-building is now being realized. What is more remarkable is, even with the improved rate of home construction, we as a nation, still do not have a balanced supply and demand picture for housing. Home inventories on the market remain at all time lows. We believe the annual housing supply demand imbalance is unlikely to be rectified by new construction before 2022. This is in part due to the pace of what is possible for homebuilders to get into production. This supply demand pressure will challenge housing affordability, but given the Fed's commitment to keep interest rates low for an extended period, this should translate into a multi-year construct -- a continuation of favorable mortgage rates environment. Another important end-use segment for us is repair and remodeling. Research shows that purchasers of existing homes spend money on remodeling materials in the wake of their home purchase, to make the home their own and more fully conform to their needs and tastes. Longer-term trends also favor our geographic positioning. The exodus from states such as California, New York, and New Jersey to states in the Sunbelt, from Carolina to Arizona and in the U.S. Heartland, including Texas and Colorado, is expected to continue. This migration aligns well with our network of facilities within Eagle Materials. We have the in-place capacity to flex with the demand growth for Wallboard without additional capital investment. We expect to benefit from higher volumes, higher margins, and restrain cost due to our ownership positions in adjusting [Phonetic] raw materials and paper. Now let me turn to the market outlook, as it relates to the Heavy side. Infrastructure spend drives about half the U.S. cement demand, with residential being the next most important driver. State budgets have been the lion's share of infrastructure spend for many years. We do not want to minimize the pressure that some state budgets are experiencing. But our analysis of the sources of state revenue, including sales taxes, property taxes, income taxes, and corporate taxes suggest to us that many states and cities would not be as severely affected as some might fear. This is especially relevant for many of the states in which we operate. What our analysis shows is that income and sales tax which account for more than half of the state and the local revenues fell in calendar Q2, but states developed pre-COVID levels in Q3. The states still have choices on what to do with this money. But we maintain our expectation that even without federal support to states and cities, trend demand for cement will be sustained in low single-digits across much of our footprint. Of course, state DOT's could receive further federal support with the new administration, and this would provide an uplift to infrastructure construction activity. To be clear, that activity, that multi-year federal funding bills generate generally takes years to materialize, hence demand for our products. Non-residential is the smallest end-use segment for Heavy, and we continue to see short-term pressure. Non-residential construction continues to be depressed by the potential dangers posed by many indoor activities. The pipeline for office projects has been significantly and involves a very geographic-dependent. Spending on manufacturing buildings is beginning to see some improvement, and warehouse construction trends to be strong in many of our geographies. Now let me address the second factor mentioned, which is the high-performing low-cost network of plants we have created to take advantage of the market opportunities that are presenting themselves to us. Opportunities which we do see [Phonetic] in our view should continue for some time. The only limitations in our ability to capture these opportunities are in cement. We are operating at very high levels of capacity utilization today, and we are facing a tightening cycle that would challenge our resourcefulness to squeeze out every bit of production through optimization of grinding, seasonal storage, and market selection. Whereas in Wallboard, we have headroom for earnings expansion through volume and price growth. Going forward, we expect price will be the most important earnings growth lever for us in cement. Against this positive backdrop, uncertainties abound. The most important of these relate to the pandemic and getting it under control. Because of this, I do not have an update today on timing for the spin, and I won't until there are some increased visibility that we are past the potentially more disruptive effects of this pandemic. We are hopeful that vaccines will be a game changer. The optimist and we believe that risks for the business talk to the upside, and that the best is yet to come. Eagle's third quarter revenue was $405 million, an increase of 18% from the prior year. This increase primarily reflects contribution from the Kosmos Cement business we acquired in March. And adjusting for the acquisition in the sale of our Northern California Concrete and Aggregates business, organic revenue improved 7%, reflecting increased cement and Wallboard sales volume and price. Third quarter earnings per share from continuing operations were $1.94, an improvement of 87%. Excluding the non-routine charge, third quarter earnings per share increased 28%. Turning now to segment performance, let's look at Heavy Materials results for the quarter highlighted on the next page. The Heavy Materials sector includes our Cement, Concrete, and Aggregates segments. Revenue in this sector increased 21%, driven primarily by the contribution from the Kosmos Cement business. Organic cement sales prices improved 4%, and sales volume was flat with our facilities continuing to operate at very high utilization rates. Operating revenues increased 31%, again reflecting the addition of the Kosmos Cement business. And organic operating earnings increased 8%, reflecting primarily higher net cement sales prices. Our Concrete and Aggregates business continued to benefit from higher organic sales volume and lower diesel fuel costs, with the margins improving significantly from the prior year. Moving to the Light Materials sector on the next slide. Third quarter revenue in our Wallboard and Paperboard business was up 8%, reflecting record third quarter Wallboard sales volume and a 1% increase in Wallboard sales prices. For a perspective, the December average price was [Indecipherable] per thousand square feet versus the quarterly average of $148. Quarterly operating earnings in the sector increased 1% to $48 million, reflecting the increased Wallboard sales volume and prices, partially offset by higher input costs, namely recycled fiber costs. Looking now on our cash flow, which remained strong. During the first nine months of the year, operating cash flow increased 69%, reflect the earnings growth, disciplined working capital management, and the receipt of our IRS refund. Capital spending declined to $46 million. Finally, a look at our capital structure. During the quarter, we continued to prioritize debt reduction as a primary use of cash, providing us significant financial flexibility in the light of pandemic-related uncertainties and potential opportunities. At December 31, 2020, our net debt-to-cap ratio was 41%, down from 60% at the end of our fiscal year. And our net debt-to-EBITDA leverage ratio was well below 2 times. We ended the quarter with $143 million of cash on hand, and total liquidity at the end of the quarter was $888 million, and we have no near-term debt maturities. We'll now move to the question-and-answer session. ","compname reports third quarter results earnings per share from continuing operations of $1.94 on revenue of $405 million. q3 earnings per share $1.94 from continuing operations. q3 revenue $405 million versus refinitiv ibes estimate of $385.1 million. " "Joining us today will be our Chief Executive Officer, Dennis Gilmore; and Mark Seaton, Executive Vice President and Chief Financial Officer. 2020 was another strong year for First American. Our revenues are running well above the prior year and then the pandemic hit impacting our business overnight. Our top priority is to protect our people and serve our customers and we achieved both. We quickly transitioned the majority of our employees to working from home and still closed over a million real estate transactions in 2020. This accomplishment testifies to the dedication of our people and their commitment to our customers. It also validates our many digital investments we have made to improve the customer experience. I'd now like to shift my comments to the fourth quarter results. We generated earnings per share of $2.49. Excluding realized investment gains, earnings per share were $2.11. Revenues in our Title Insurance segment were up 26% in the fourth quarter and we effectively managed our expenses, achieving a 53% success ratio, which contributed to a pre-tax margin of 18.9%. Our focus on automating Title production and digitizing and closing process paid off in 2020. In a year of rapidly surging volume we closed 32% more orders this quarter than the prior year, with just 6% more employees. Our direct purchase revenue rose 32% in the fourth quarter. We experienced an 18% increase in closed transactions and 11% increase in the average revenue per order. This growth is a sign of a continued strength of the housing market. Refinance revenue continued to benefit from low mortgage rates with revenue rising 79% over the prior year. Commercial rebounded strongly in the fourth quarter. Since the onset of the pandemic commercial has been slow to recover than residential. Commercial revenue was down 39% in the second quarter, 29% in the third quarter and the fourth quarter improved to a 5% decline of an all-time high fourth quarter of 2019. We are encouraged that the order momentum over the last few months has picked up and we expect to have a strong commercial year in 2020. Turning to our Specialty Insurance segment, revenues were $141 million, a 7% increase over the prior year. As we disclosed in January, our Property and Casualty business entered into a book transfer agreement, which provide qualifying agents and customers an opportunity to easily transfer their policies. As of February 1, we are no longer quoting new policies and expect to discontinue policy renewals in May. We anticipate the transfer will be complete by the end of the third quarter of 2022. This transaction enables us to maintain focus on our core business and redeploy the capital to areas with higher expected returns. In the fourth quarter, we raised our quarterly dividend from $0.44 to $0.46 and we repurchased 1.3% of our shares outstanding at an average price of $49.20 and have continued our buying in 2021. We believe both the short-term and long-term prospects of First American are stronger than the market is giving us credit for and as a result of aggressively repurchased shares. Turning to our outlook, early indications are that the real estate market will remain robust this year. The strong open order pipeline we built in the fourth quarter is moving to the revenue at what is traditionally our slowest period. In January, our purchase orders were up 17% and we opened 3,200 refinance transactions per day, continuing the same trend we experienced for the last several months. And as previously mentioned, we think this will be another good year for our Commercial business. While we are encouraged by the strength of our markets, we remain focused on the long-term opportunities of our business. In 2021, we will continue to invest in automation of our title production process and in the refinement of our digital closing platform. We plan to increase our technology spend in areas of product development, cloud migration, and security. And we are building digital solutions across our company to transform the customer experience. An example of this is Endpoint, our title and escrow company that was built from the ground up to deliver a reimagined closing experience. We believe these investments will enable us to continue to generate strong earnings for the years to come. In the fourth quarter, we earned $2.49 per diluted share. This includes net realized investment gains totaling $56 million or $0.38 per diluted share. Excluding these gains, we earned $2.11 per share. In the Title Insurance and Services segment, direct premium and escrow fees were up 24% compared with last year. This growth reflects the 32% increase in the number of closed orders, partially offset by a 6% decline in the average revenue per order. The average revenue per order decreased to $2,500 due to a shift in the mix of direct title orders to lower premium refinance transactions. However, at the product level, we continue to see higher average revenue per order for all order types. The average revenue per order for purchase transactions increased 11%, refinance increased 3% and commercial increased 2%. Agent premiums, which are recorded on approximately a one quarter lag relative to direct premiums, were up 25%. The agent split was 79.1% of agent premiums. Information and other revenues totaled $282 million, up 39% compared with last year. A number of factors contributed to this growth including growth in mortgage originations that led to higher demand for the company's title information products and our acquisition of Docutech, which isn't included in the prior year results. Investment income within Title Insurance and Services segment was $52 million, down 26% primarily due to the impact of the decline in short-term interest rates on the investment portfolio and cash balances, partially offset by higher interest income from the company's warehouse lending business. This quarter, our investment income benefited from a $4.4 million catch-up related to our Warehouse Lending business On a go-forward basis, we expect investment income to be somewhere in the neighborhood of $45 million per quarter with short-term rates at current levels. Personnel costs were $515 million, up 14% from the prior year. This increase is primarily due to higher incentive compensation and salary expense and higher costs as a result of recent acquisitions. Other operating expenses were $300 million, up 34% from last year. The increase was primarily due to higher production-related costs as a result of the growth in order volume. The provision for title policy losses and other claims was $81 million or 5% of the title premiums and escrow fees, an increase from a 4% loss provision rate in the prior year. To recap, we raised our loss provision rate in the first quarter of 2020 from 4% to 5% due to the extreme economic uncertainty that existed. Economic factors are a key variable in title claims experience. And given the deterioration in some of those factors, we raised the loss provision rate. But the housing market and general economy have improved since then. By raising the loss provision rate 100 basis points, we have added $52 million of additional IBnR reserves in our balance sheet. Yet our incurred claims in 2020 were $49 million below our internal expectations set at the beginning of 2020. Paid title claims show a similar trend with claims $30 million below our expectation. As always, we will monitor our claims experience and market conditions when evaluating our reserves and we'll evaluate it next in connection with our first quarter earnings report. Depreciation and amortization expense was $37 million in the fourth quarter, up 24% compared with the same period last year, primarily due to higher amortization of intangibles related to recent acquisitions. Pretax income for the Title Insurance and Services segment was$377 million in the fourth quarter compared with $284 million in the prior year. Pretax margin was a record 18.9% compared with 17.8% last year. Excluding the impact of net realized investment gains, pre-tax margin was 16.8%, equivalent to the prior year. In the Specialty Insurance segment, pre-tax income totaled $27 million. We recorded a benefit of $18.3 million related to a reversal of an impairment initially taken in the third quarter relating to our Property and Casualty business. In the third quarter, this accrual was taken so the book value of our Property and Casualty business matched the expected proceeds from the sale. We subsequently determined that a book transfer rather than a sale was a more attractive alternative. This decision required us to reverse this accrual and our Property and Casualty business is currently carried at tangible book value. The ultimate proceeds we'll earn in the book transfer will be immaterial. Net expenses in the corporate segment were $22 million, up $4 million compared with last year, largely due to higher interest expense associated with our $450 million senior notes transaction which closed in May. The effective tax rate for the quarter was 26.4%, higher than our normalized rate of 23% to 24%. The tax rate was adversely impacted by $7.4 million or $0.07 per diluted share due to a permanent tax difference related to the Property and Casualty business. I'd like to provide an update on matters arising from our 2019 information security incident. As previously disclosed, we received a Wells Notice from the SEC in September 2020. We submitted our response in October and have had no substantive communications with the Commission since. We continue to believe that the SEC matter, along with all other matters relating to the security incident, will be immaterial from a financial perspective. Finally, turning to capital management, 2020 was an active year for our balance sheet. We spent nearly $400 million on acquisitions, the largest of which being Docutech, which has been a great addition to our company. We also returned significant capital to our shareholders. We paid nearly $200 million in dividends and raised the dividend by 5% on two separate occasions during the year. Pursuant to 10b5-1 plans, we also repurchased $139 million in stock at an average price of $43.44 in 2020. We continued our repurchases under these plans early in 2021 deploying an additional $27 million at an average price of $52.97. During 2020, we also invested $83 million in venture investments in the Property Tech Ecosystem, which gives us insight into high growth technology companies, many of whom have become strategic partners. We believe our capital management activities have created value for shareholders and will continue to hunt for opportunities with attractive risk-adjusted returns. ","q4 earnings per share $2.49. q4 revenue rose 24 percent to $2.2 billion. qtrly average revenue per order down 6 percent. board of directors approved a new $300 million share repurchase plan. " "Joining you today from First Bancorp are Aurelio Aleman, President and Chief Executive Officer; and Orlando Berges, Executive Vice President and Chief Financial Officer. We wish you all a healthy 2021. Please let's move to Slide 4 to discuss the highlights of the year. We're definitely very pleased with our results for the year. I'm truly proud of what our team was able to accomplish, overcoming all the many challenges posed by the pandemic in the operating environment. It really was a transformational year for our Company with the acquisition that closed on September 1, which has further expanded our market share, solidified our position in Puerto Rico. We have now over 30% growth in our customer base, reaching 675,000 customers. We're also very pleased with the technological advancements on the year and our data preparedness. Our clients' adoption of digital channels continued to improve during 2020, reaching an increase of over 33% in logins and digital transaction increasing over 55% for the year. It is a priority to continue investing in technology infrastructure projects on digital. And so, we continue driving efficiency as we progressed in parallel with the integration. We are definitely very focused on the integration and has been running on schedule and it's planned to be completed by the end of the summer. On the economic side, the macro and geopolitical landscape in Puerto Rico seems -- continue to be improving. Economic measures stemming from additional stimulus and disaster relief funding will definitely provide additional support to those impacted by the pandemic and the overall environment. Lockdowns continue at a different layer, but when we look at December activity, it was actually fairly healthy considering the limitations in operating hours. Most impacted sectors, as we know, continued to be hospitality and retail. On the other hand, we are entering 2021 on very solid foot and a fortress balance sheet to support that economic recovery. We have very strong liquidity, solid research coverage, and very strong capital to begin the year with. For the year, we generated $102 million in net income, $0.46 per share, shy to the $167 million that we generated in 2019, definitely impacted by the economic effects on the pandemic and the increased provision driven by CECL and the acquisition. Pre-tax preparation was strong, increasing 6% to $300 million, with actually only four months of our combined company. And in spite of COVID, actually loan activity -- COVID -- loan activity -- which impacted loan activity. We'll cover that later. And obviously, in spite of the yield curve that the banks are operating, which definitely impact the topline revenue. Loan origination and renewal for the year reached $4.4 billion, and organic core deposit growth, a record growth of $2 billion. So, it was really a very positive core year for the Company. Now let's move to Slide 6 to cover the highlights of the quarter. This compares to $28 million in the past quarter. It's important to highlight that this is the first full quarter of operation of the combined franchise. PPNR came in very strong with $86 million, up from $77 million in the prior quarter. And I think importantly, we are past the moratoriums, and we are very closely monitoring asset quality metrics. Asset quality metrics remain stable. And obviously, there is focus on those borrowers negatively impacted by the effects of the pandemic. We really say it is early to predict final -- final inflows to NPA created by the pandemic, but when we look at initial metrics post-moratorium, delinquency metrics as of year-end still compared better when we look at December '19 pre-pandemic levels. As I said, we continue to invest in technology to better share our customer. During this quarter, we implemented a new online and mobile platform for credit cards. We also continue the rollout of our new branch digital one [Phonetic] platform. And then, when we look at capital, CET1 17.3%, definitely post acquisition impact still very strong and among the highest. So please let's move to Slide 7. I'd like to expand a bit on loans and loan activity and deposits. As I say, loan origination activity was robust for the quarter, $1.4 billion. This excludes credit card activity. Primarily, growth was in the commercial and the auto portfolio. I think we all know that commercial activity is seasonal, and yes we have a very solid quarter of deals that got delayed in the year. We also have some volumes on the Main Street loan programs and PPP. So, if we exclude Main Street and PPP, origination still increased by $278 million to $1.2 billion, so still strong. The overall portfolio, now it's at $11.8 billion, declined slightly from prior quarter. I will say primarily due to strategic reductions in residential. We continue to originate primary conforming loans, which has helped the non-interest income. And also we received repayments of about $49 million on the PPP loan forgiveness process. For this quarter, we anticipate another approximately $100 million of repayment in PPP. Obviously, it depends on the speed that SBA process, the forgiveness. And we are now, obviously as you know, working in Round 2 of PPP, which was recently approved. Our initial estimates are around $250 million in loans during the first half of 2021 on PPP loans. We know that this could replace some of the normal commercial volume over the next months, as it happens in the first round of PPP. But definitely, this is a great support to small businesses. We expect loans -- this loans to be smaller, more granular and to be more focused on the smaller businesses. On the deposit front, there is ample liquidity in the market. We continue to see inflow of funds. We continue to see deposit growth. And we expect the year to continue on that trend. So, we really focus on increasing loan generation. We have excess liquidity that we need to deploy. And when we look at the quarter, core deposits were up another $257 million. The pipeline is growing. Obviously, consumer and mortgage trends continue very solid and very consistent. And as always, commercial is always model-driven. So, we're working hard to build that pipeline. Now let's please move to Slide 8. I think it's important to highlight that the earnings power of our franchise now reach a new high with $86 million of PPNR on the combined operation, again being only the first quarter of this. The enhanced funding profile of the combined institution will also contribute to mitigating some of the yield curve impact on the overall yield of the portfolios. And obviously, now we have more customers to reach -- more customers to go after for loan generation. Looking into 2021, obviously, there is going to be some noise still because of the integration. The first half of the year is definitely focused on integration. We want to finish that by summer. So, there is some expenses that are there to be able to achieve the full benefit of integration. So, they will be primarily focused in the first half of the year. And then on the second half of the year, it's important to know that as we -- market recovers, everything reopens which is what we expect. And as we grow revenue, there is also some variable expense tied to these revenues that could bring some increase. We are targeting a long-term efficiency ratio of 55% following the completion of the integration. I want to make comment that we really need to realize that -- recognize that it is challenging for banks to achieve mid-50s in the current yield curve environment. So, we also expect hopefully some improvement in the curve at some point in time at the end of the year. Let's move to Slide 6 to slightly touch on the capital and the balance sheet. Again liquidity continued to build in the quarter. So we have -- we continued to see excess cash, reserve coverage remain at the similar levels of prior quarter, so very strong reserve coverage at 3.3%. And then, capital is again very strong with CET1 at above [Phonetic] 17%, after completing the acquisition. As I said in the last call, capital deployment opportunities remain a priority and are the focus of management and Board. Last night, we announced the approval to increase the dividend this quarter to $0.07 per share, definitely driven by current and predicted earnings. And as I commented in the past earnings call, during this quarter, we're actively working on the data stress test, an updated capital plan to be presented to our Board in order to conclude on potential additional capital actions moving forward. Aurelio mentioned we had a strong quarter, $50 million in the quarter, $0.23 a share, which compares with $28 million last quarter, $0.13 a share. Again, keep in mind that the quarter does reflect the first full quarter effect of the acquired operations. We only had one month of those results in the third quarter of 2020. The quarter included still some merger and restructuring costs of $12.3 million this quarter compared with $10.4 million last quarter. And also keep in mind that last quarter, we had a Day 1 CECL allowance for the corporation [Phonetic] of almost $39 million and we recognized an $8 million reversal -- a partial reversal of the deferred tax asset valuation allowance, which also reflected on the results. Net interest income for the quarter, it's up $29 million. A lot has to do with the $1.7 billion higher average loan balance we have in the quarter, which includes the Santander acquisition, obviously the full effect, but also new originations on the commercial and consumer loans for the quarter. Those were partially offset by, as Aurelio made reference to also, the fact that we have continued to reduce the mortgage portfolio, which is down about $130 million [Phonetic] as compared to September 30, as well as the $49 million reduction in PPP loans. Some loans have been submitted for forgiveness, and they were paid off in the quarter. The quarter also -- we recognized $1.1 million of interest income we collected on non-accrual loans, mostly charge-off non-accrual loans that were recovered. And the repayment of the PPP loans resulted in the acceleration of $700,000 of commissions on those loans. On the quarter, we also had a reduction of over [Phonetic] $800,000 in interest expense. This is even though the overall interest bearing liabilities went up $2 billion from the full quarter effect of the transaction and continued increase on deposits. So that is significant. We saw an 18 basis points reduction on the funding cost during the quarter as compared to last quarter. Non-interest income for the quarter is $30 million. It is up $5 million. If we consider that last quarter had $5 million of gains on loss -- the gain on sales of securities, we didn't have much this quarter. So excluding that -- those $5 million, non-interest income went up again $5 million. $2.5 million was service charges on deposits, full quarter of Santander acquisition plus increases that we are starting to see on volume of transactions. The second and third quarter expenses were lower. The variable component of the expenses were lower in transaction related fees -- transaction related volume, therefore fees were also down. We continue to see strong originations, lot of refinancings. Significant part of it, it's a conforming paper that we end up selling. So we had $500,000 increases in those gains on sales of some of those mortgage loans. Also during in the quarter, we recognized $1.4 million on fees on Main Street loans we originated during the quarter. $184 million of loans were originated under the Main Street Lending Program. And we sold the 95% participation through the government as tabulated in the program. Expenses for the quarter were $134 million, almost $135 million, which is up from $107 million; again full quarter effect. Those expenses again include the $12 million in merger and restructuring costs for the quarter. So far from the start of the process, we have incurred approximately $36 million in merger and restructuring costs. It's part of the transaction. And we expect that there will be an additional somewhere between $26 million and $30 million happening mostly on the first half of 2021, as we complete integrations, conversions and a number of other things that are ongoing in the integration process. Pandemic expenses, again, cleaning cost, additional security and things like that was -- were $1.1 million, basically similar to the $1 million we had in the third quarter. If we exclude all these items, expenses went up $25 million, mostly again from having the full quarter of the acquired operations, but also the higher transaction volumes on debit, credit card and some other components increase cost, plus some additional items and some $900,000 in incentive compensation increases. We had $2.3 million in technology fees. The increased amortization of the intangibles associated with the transaction was about $1.5 million higher for the quarter. On the other hand, if we look at credit-related expenses that were slightly down were $1.8 million compared to $2.2 million last quarter. There is one item that has been affected by -- obviously by the moratorium programs and the delays on foreclosures and some other legal processes in the market. Over the next couple of quarters, we expect some increases in these categories as foreclosures and other legal processes come back to normal levels. Allowance for credit losses at December was $401 million, slightly down from about $402.6 million we had at September. However, the allowance for credit losses on loans was $385 million, $386 million almost, which is $1.2 million higher than September. The ratio of the loans allowance was 3.28% as compared to 3.25% in September. The provision for the quarter, as you saw on the release, was $7.7 million, which compares to almost $47 million in the quarter. But again, third quarter included the $38.9 million provision, Day 1 provision we put in to comply with CECL requirements for non-PCD loans on the acquired operations. For this quarter, the projected macroeconomic scenarios used for calculations of the allowance for credit losses showed improvements in many of the economic variables, including unemployment, which is a critical driver as compared to what we used in the third quarter. However, the CRA index shows deterioration in the quarter, mostly due to longer projected recovery time frames, especially on commercial retail real estate. As a result of the required provision for credit losses for the commercial portfolios went up and we booked a provision of $22.3 million in the fourth quarter and the reserve or the allowance for credit losses increased $252.7 million or 2.7% of loans from our 2.3% of loans last quarter. In the case of residential mortgages on the other hand, the improvement on macroeconomic variables combined with the reduction in the portfolio that I mentioned, the $130 million [Phonetic] reduction, resulted in a release of credit losses of $9.8 million for the quarter. And same thing on consumer side, the improvement on the macroeconomic variables resulted in a release of $2.3 million in reserves requirements. If we exclude the PPP loans on a non-GAAP basis, the ratio of the allowance to loans would be 3.39%, which is still very healthy allowance coverage for possible losses at December. It was 3.38% at September, so it stayed very consistent. In terms of our asset quality, in non-performing, we're basically flat from last quarter, $294 million. Non-performing loans increased $3.80 million in the quarter, $2.6 million of the increase was in residential portfolio and $1.4 million in the consumer portfolio. On the other hand, the other real estate owned came down by $6 million, driven by sales. We sold $5.8 million of residential real estate, all the real estate that we had on the books. With the expiration of the moratoriums, what we did see in this quarter was an increase in inflows. Inflows of non-performing were $32.9 million compared to $18.4 million in the third quarter. But if you compare the inflow -- this inflow level to pre-pandemic, these were very much in line to what we had -- what we saw in December of 2019 and the first quarter of 2020. Early delinquency showed similar trends. We also saw increases in early delinquency from September levels, but it still at levels that are below what we had at December of last year. So, it's been still very consistent. Regarding capital ratios, I think that on the non-performing -- before we go to capital, I think that it's important to mention on the non-performing, the way we see it. We do expect that there could be some increases, not major numbers, but some increases in non-performing on the first half of 2021, as we complete some of this process with the customers and win moratoriums and had impacts associated with the pandemic. And then by the second half of the year, those would get back to normal levels. So it's temporary thing. We feel it's going to be seen in the first half of 2021. Regarding capital again, Aurelio already touched, it's strong capital ratios. I do want to mention that leverage ratio shows a decrease from September, but it's all related to the fact that September we only had one month of acquired operation. Therefore, average balance which are used for the leverage were lower. The level of leverage resulting of 11.3%, still very healthy and well in line with what we had expected at completion of the transaction. Regarding the year, again Aurelio touched on this. I don't want to go into a lot of detail, but clearly, the biggest impact was the provision. Net income for the year was $102 million or $0.46 a share, but it was affected by $130 million increase in provision, which includes pandemic impact and the fact that we did record the Day 1 CECL allowance of $39 million I mentioned before required for the loans -- the non-PCD loans we obtained under transaction. Adjusted pre-tax pre-provision for the year was up 6% to $300 million from $284 million. So, it was a pretty good improvement. And that obviously includes some additional months from the acquired Santander operation. NPAs year over year decreased $24 million to $294 million, and we continue to work on the process of getting those numbers down. ","compname announces increase in quarterly cash dividend to $0.07 per share. " "As Lindsay mentioned, I am Christine Cannella, vice president, investor relations with Fresh Del Monte Produce. Joining me in today's discussion are Mohammad Abu-Ghazaleh, chairman and chief executive officer; and Eduardo Bezerra, senior vice president and chief financial officer. You may also visit the company's website at freshdelmonte.com for a copy of today's release, as well as to register for future distribution. With that, I am pleased to turn today's call over to Mohammad. The message we want to deliver today is one of resiliency. Fresh Del Monte Produce is driven by a team that understands there will always be challenges somewhere in the world and we operate under a model and philosophy in line with that understanding. Even with the new challenge brought on by the COVID-19 pandemic, our vertical integration and portfolio diversification strength helped to maintain our business continuity in the second quarter of 2020. As a global business that operates in over 100 countries around the globe, each of our locations were impacted by COVID-19 in different ways to different degrees and at different times based on mandatory government shutdowns, including restaurants, schools, foodservice, and business closures. While we did benefit during the quarter from gradual reopenings in certain regions globally, in North America we continued to experience reduced demand from our customers in the restaurant and foodservice industries, as well as ongoing shifts in demand at retail that suffered our quarterly financial performance. Despite these challenges, our global firms, plants and distribution centers remained operational with minimal disruptions in our shipping and logistic operations. We also strengthened our liquidity position and we were able to reduce our debt despite the market disruption. During the quarter as the pandemic took hold, we remained focused on our business transformation plan for 2020 and beyond to respond to the economic environment and position us for better performance as we work through the global impact of the pandemic. We identified several opportunities to drive efficiencies and improve utilization of our assets that will de-leverage our business and provide liquidity to fund our investments with the potential sale of available properties we do not intend to use in the future. We capitalized on our new avocado processing facility in Mexico, ramping up production four months sooner than expected. We commenced our move to our new Gonzales, California facility, with the goal to have our Mann Packing operations consolidated under one roof by the end of the third quarter of 2020. The consolidation also includes moving our fresh-cut facility from Fresno, California to Gonzales. This will offer us the unique advantage of processing fresh-cut fruit and fresh-cut vegetables in one facility in the Salinas Valley. Another highlight of our transformation is consolidating two facilities in Phoenix, Arizona, which we believe will offer significant savings. In early July, we received the first of our six new containerized vessels. We are scheduled to receive three additional vessels spread over the next five months, which will replace existing chartered vessels. We believe these new containerized vessels will allow us to generate substantial savings in our sea logistics, expand our commercial cargo business, as well as ensure food chain optimization, increase quality and have a positive impact on the environment, getting us closer to our commitment to reduce our vessel emissions by 10%, with an estimated savings of nearly 19,000 metric tons of fuel each year. During the quarter, we aligned our sales, marketing and operations team in North America under one leader to further optimize the way we work as an organization. Another example of our business transformation was taking steps to accelerate the expansion of our e-commerce strategy launched in the Middle East in the first quarter. I am pleased to share that in mid-July we launched a pilot of myfreshdelmonte.com in the Dallas, Texas area, bringing our e-commerce initiative to North America, our largest market. We look forward to enhancing our offerings and expanding delivery to additional areas in the near future, allowing us to market and message our Del Monte brand of products directly to consumers. We are extremely proud that we will introduce our new Del Monte pink glow pineapple on our e-commerce site in the coming weeks. Our initial test launch has gone well and we are excited to share this innovative product with consumers. In summary, we remain intensely focused on continuing to execute our plan to further strengthen our operations and fortify our balance sheet. I'm extremely proud of our team for their focus and perseverance through an extraordinary set of circumstances brought about the COVID-19 pandemic and the unprecedented challenges presented by this situation. I want to highlight some key financial accomplishments. Despite continued disruption in foodservice sale and shifting demand at retail during the second quarter of 2020, we achieved a net income per diluted share of $0.38 per share versus net income per diluted share of $0.78 in the second quarter of 2019. Excluding among other things the effect of other product-related charges, which resulted in a $10.6 million gross profit impact related to inventory write-offs, which included donations of products to local communities, we delivered adjusted net income per diluted share of $0.54 compared with adjusted net income per diluted share of $0.72 in the second quarter of 2019. However, I would like to point out that if you apply the adjusted gross profit margin of 8.1% to the $132 million of net sales impacted by COVID-19, we estimate that we would have delivered an additional $10 million in adjusted gross profit. Additionally, keeping strong liquidity has been a key focus for our team. Despite the headwinds of the COVID-19 pandemic, we generated $111 million in cash flow from operating activities during the second quarter, we reduced our long-term debt by $52 million since the end of 2019 and we reduced our long-term debt by $64 million compared with the end of the first quarter of 2020. During the quarter, we also focused on investing in critical, higher-margin capital projects to optimize our operations and we undertook a review of underperforming assets. As Mohammad mentioned, the strength of our company and the diversity of our portfolio are most apparent in times like these, and I remain confident Fresh Del Monte will emerge stronger from the challenges imposed by this pandemic. With that, I'll now get into the results for the second quarter of 2020. Net sales were $1.092 billion compared with $1.239 billion in the second quarter of 2020, with the unfavorable exchange rate negatively impacting net sales by $6 million. Adjusted gross profit was $89 million compared with $98 million in 2019. Adjusted operating income for the quarter was $44 million, compared with $53 million in the prior year, and adjusted net income was $26 million, compared with $35 million in the second quarter of 2019. In regards to our business segment performance in the second quarter of 2020, in our fresh and value-added products net sales decreased $128 million to $636 million, compared with $764 million in the prior-year period. The decrease in net sales was primarily the result of lower net sales in our fresh-cut food and vegetables, avocado, pineapple and prepared food product line. As compared with our original expectation, the COVID-19 pandemic affected our net sales of fresh and value-added products by an estimated $117 million during the quarter when compared with our original expectation, driven by reduced demand for and price competition in the retail channel. Also, the continuing effect of the November 2019 Mann Packing voluntary product recall affected our net sales in the second quarter of 2020. Gross profit decreased $21 million to $37 million compared with $58 million in the second quarter of 2019. Other product-related charges represented $9 million for the segment primarily related to inventory write-offs, including donation of pineapples, fresh-cut vegetables and melons. In our pineapple product line, net sales were $114 million compared with $126 million in the prior-year period, primarily due to lower selling prices and sales volume in North America and Europe. Also contributing to the decrease in net sales was the impact of the COVID-19 pandemic, which resulted in lower demand for pineapples. Partially offsetting this decrease were higher sales volume in Asia and higher selling prices in the Middle East. Overall, volume was 5% lower, unit pricing was 4% lower and unit cost was 10% higher than the prior-year period. In our fresh-cut food product line, net sales were $110 million, compared with $146 million in the second quarter of 2019. The decrease in net sales was primarily the result of lower demand in our Big Box Club Store distribution channel as a result of social distancing measures imposed by governments around the world. Overall, volume was 26% lower, unit pricing was 2% higher and unit cost was 1% higher than the prior-year period. In our fresh-cut vegetable product line net sales were $86 million compared with $119 million in the second quarter of 2019. The decrease in net sale was due to the effect of the COVID-19 pandemic, which resulted in a significant reduction of most of our global foodservice business during the quarter, mainly in our Mann Packing subsidiary. We also faced the continuing effect of our voluntary product recall in November 2019. Volume was 32% lower, unit pricing was 6% higher and unit cost was 11% higher than the prior-year period. In our avocado product line, lower selling prices and decreased sales volume in North America as a result of COVID-19 led to net sales of $94 million compared with $125 million in the second quarter of 2019. Volume decreased 7%, pricing was 19% lower and unit cost was 23% lower than the prior-year period primarily due to favorable exchange rates and increased efficiencies as a result of our new processing facility in Uruapan, Mexico. In our vegetable product line net sales were $35 million, compared with $43 million in the second quarter of 2019, primarily due to lower sales volume as a result of the COVID-19 pandemic and lower net sales due to the impact of the Mann Packing's voluntary product recall. Volume decreased 21%, unit pricing was 3% higher and unit cost was 9% higher than the prior-year period. In our non-tropical product line, which includes our grape, berry, apple, citrus, pear, peach, plum, nectarine, cherry and kiwi product lines, net sales were $75 million compared with $70 million in the second quarter of 2019. Volume increased 14%, unit pricing decreased 5% and unit cost was 7% lower. In our prepared food product line, which includes the company's prepared traditional products and meals and snacks product lines, net sales decreased primarily due to lower sales in the company's meals and snacks product line principally due to the impact of COVID-19 pandemic, the continuing impact of the 2019 product recall and product rationalization effort in our Mann Packing operations in North America. The decrease was partially offset by higher sales volume and per unit selling prices of canned pineapple products due to increased customer demand and higher selling prices of pineapple concentrate due to lower industry supply. We look for performance in our prepared food product line to improve as a result of entering into new contracts with higher selling prices versus prior-year contracts. In our banana segment net sales decreased $10 million to $413 million, compared with $440 million in the second quarter of 2019 primarily due to lower net sales in North America and Europe as a result of decreased sales volume and lower demand due to COVID-19. The decrease was partially offset by higher net sales in the Middle East and Asia. The COVID-19 pandemic affected banana net sales by an estimated $15 million during the quarter versus our original expectations. Overall, volume was 1% lower, worldwide pricing decreased 1% over the prior-year period and total worldwide banana unit cost was 2% lower. Gross profit increased to $39 million, compared to $37 million in the second quarter of 2019. Other product-related charges represented $1.6 million for the segment primarily related to inventory write-offs, including donations. Now, moving to selected financial data. Selling, general and administrative expenses during the quarter were in line with the second quarter of 2019. The decrease in travel, administrative, and promotional expenses in most of our regions was partially offset by an increase in selling and marketing expenses recognized in the quarter. The foreign currency impact at the gross profit level for the second quarter was unfavorable by $0.9 million compared with an unfavorable effect of $4 million in the second quarter of 2019. In March 2020, we entered into several fuel hedges that extend through the end of 2021 to take advantage of lower fuel prices to reduce the exposure of our shipping costs in the Americas and Asia. The fuel hedges are similar to the foreign currency hedges we have in place to reduce our exposure in different countries that will market our products. These hedges are intended to minimize our financial exposure to volatility in the market. Interest expense net for the second quarter was $6 million compared with $7 million in the second quarter of 2019 due to lower average loan balances and lower interest rates. The provision for income tax was $4 million during the quarter compared with income tax expense of $9 million in the prior-year period. The decrease in the provision for income taxes was primarily due to lower earnings in certain taxable jurisdictions. For the six months of 2020, our net cash provided by operating activities was $111 million, compared with net cash provided by operating activities of $65 million in the same period of 2019. The $46 million increase in net cash was primarily attributable to lower payments of accounts payable and accrued expenses and lower levels of inventory and accounts receivable, partially offset by lower net income. Our total debt decreased from $599 million at the end of the first quarter of 2020 to $535 million at the end of second quarter of 2020. As it relates to capital spending, we have postponed several projects to the second half of the year, as well as into 2021. We invested $19 million in capital expenditures in the second quarter of 2020 compared with $36 million in the second quarter of 2019. For the first six months of 2020, we invested $36 million compared with $70 million in the same period of 2019. We continued to prioritize investments while keeping a strong liquidity position for the remainder of the year. Our investments in 2020 will be in key projects that were in the pipeline, including delivery of the four new container vessels, the consolidation of Mann Packing and our Fresno operation in our new Gonzales, California facility, and as Mohammad mentioned, the consolidation of our two distribution centers in Phoenix, Arizona. This concludes our financial review. ","fresh del monte produce inc q2 adjusted earnings per share $0.54. q2 adjusted earnings per share $0.54. q2 earnings per share $0.38. q2 sales $1.092 billion versus $1.239 billion. " "As Lindsay mentioned, I'm Christine Cannella, vice president, investor relations with Fresh Del Monte Produce. Joining me in today's discussion, Mohammad Abu-Ghazaleh, chairman and chief executive officer; and Eduardo Bezerra, senior vice president and chief financial officer. You may also visit the company's website at freshdelmonte.com for a copy of today's release as well as to register for future distribution. 2020 is shaping up to be one of the most challenging periods ever for our industry and Fresh Del Monte Produce. The difficulties we experienced in the third quarter of 2020 were driven by the continuing impact of the COVID-19 pandemic, which continued to hinder our performance with decreased demand as a result of mandatory government shutdowns, including schools, restaurants, food service and business closures being our biggest headwind. These challenges continued to hamper our ability to achieve our financial targets for the third quarter. Net sales for the quarter were $990 million compared with $1.1 billion in the third quarter of 2019. We reported adjusted gross profit of $69 million compared with $76 million in the third quarter of 2019, with gross profit margin improvements in our fresh and value-added products segments. Due to the early actions we took by adjusting our business in response to these challenges, we reported adjusted earnings per share of $0.35 compared with adjusted earnings per share of $0.38 in the third quarter of 2019. I'm pleased to report that during the quarter, we completed our move to our new Gonzales, California facility. Today, our three Mann Packing facilities and Fresno fresh-cut facility are now operating under one roof, which we anticipate will enable us to improve gross profit in our fresh and value-added products segment by approximately $10 million on an annual basis; a benefit which we expect to achieve over the next 12 months. We also made progress with the optimization plan we announced in the second quarter of 2020, reducing underutilized facilities and land assets. We believe this will allow us to shift assets that better serve the long-term growth of the company. We identified assets across all of our regions that we plan to sell over the next 12 to 18 months for the total anticipated cash proceeds of approximately $100 million. Since we last spoke, we added two new containerized vessels to our new fleet, the Del Monte Rose and the Del Monte Harvester, replacing vessels we have previously chartered. This important sustainability initiative reduces our carbon footprint and brings us closer to our 2025 commitment to reduce emissions by 10%. Also during the quarter, we continued our efforts to diversify our product line and the channels we market our products in with the launch of our newest product, the pink glow Del Monte pineapple. The variety is produced on our farms in Costa Rica. In October, we published an update to our 2018-2019 corporate social responsibility report that includes progress toward our 2025 commitments. I encourage you to visit the Sustainability section of our website to learn more about our progress, including our recently announced partnership between our Del Monte Kenya operations and the United Nations Foundation to promote the health and empowerment of women employees and community members, along with the announcement from PR Daily that we were named to receive the best Green and Environmental Stewardship Award, which we were honored to accept. Today, I'm confident that the decisions made in 2020 will be a driving force behind our future performance. In the third quarter, we demonstrated the value of our business model and generated improved cash flow and continue to reduce our debt in order to better position us to weather this pandemic and emerge stronger. Despite the COVID-19 disruptions during the third-quarter 2020, we achieved net income per diluted share of $0.37 versus net income per diluted share of $0.38 in the third quarter of 2019. Excluding, among other things, the effect of other product-related charges, which resulted in a $2.3 million gross profit impact related to inventory write-offs, we delivered adjusted net income per diluted share of $0.35 compared with adjusted net income per diluted share of $0.38 in the third quarter of 2019. However, I would like to point out that if you apply the adjusted gross profit margin of 7% to the $73 million of net sales impacted by COVID-19, we estimate that we would have delivered an additional $5.8 million in adjusted gross profit. Additionally, despite the headwinds of the COVID-19 pandemic, we generated $63 million in cash flow from operating activities during the third quarter. We reduced our long-term debt by $76 million since the end of 2019, and we reduced our long-term debt by $24 million compared with the end of the second quarter of 2020. As Mohammad mentioned, we announced a $100 million asset sale program to be completed over the next 12 to 18 months to strengthen our cash flow position, reduce our debt and continue to reinvest in key areas of growth in our business. Our focus on our value-added business is also progressing well. Measures we have taken over the past year demonstrates the significance of our goals to increase sales revenue, enhance margins and maintain our track record of improved cash flow generation. We believe we are on-track to realize most of our cost savings actions planned for 2021. With that, I will now get into the results for the third quarter of 2020. Net sales were $990 million compared with $1.1 billion in third quarter of 2019, with unfavorable exchange rates negatively impacting net sales by $2 million. Adjusted gross profit for the quarter was $69 million compared to $76 million in the third quarter of 2019. Adjusted operating income for the quarter was $25 million, in line with the prior-year period, and adjusted net income was $16 million compared with $18 million in the third quarter of 2019. In regards to our business segment performance in the third quarter of 2020, in our fresh and value-added product segment, net sales decreased $52 million to $601 million compared with $653 million in the prior-year period. The decrease was primarily due to lower net sales in our fresh-cut vegetable, avocado, fresh-cut fruit, vegetable and prepared product lines, partially offset by an increase in sales of our pineapple and nontropical product line. As compared with our third quarter of 2019 performance for the segment, the COVID-19 pandemic affected our net sales of fresh and value-added products by an estimated $56 million during the quarter, driven by reduced demand in our foodservice channel and shifting demand at retail due to the pandemic. Also, the continuing effect of the November 2019 Mann Pack voluntary product recall affected our net sales in the third quarter of 2020. Gross profit increased to $54 million compared with $53 million in the third quarter of 2019, and other product-related charges represented $2 million for the segment, primarily related to inventory write-offs of pineapples due to volatile supply and demand condition, as well as additional cleaning and social distancing protocols associated with the pandemic. In our pineapple product line, net sales were $116 million compared with $102 million in the prior-year period, primarily due to higher sales volume in all of our region, mainly as a result of lower production in the prior-year period due to adverse weather conditions in our growing regions. Overall, volume increased 15%, unit pricing decreased 1% and unit cost decreased 1% compared with the prior-year period. In our fresh-cut fruit product line, net sales were $130 million compared with $145 million in the third quarter of 2019. The decrease in net sales was primarily due to lower sales volume in North America as a result of the continued impact of the COVID-19 pandemic and a shortage of certain raw materials. Overall, volume decreased 11%, unit price increased 1% and unit cost increased 3% compared with the prior-year period. In our fresh-cut vegetable product lines, net sales were $96 million compared with $122 million in the third quarter of 2019. The decrease in net sales were primarily due to the effect of the COVD-19 pandemic, which resulted in a significant reduction of most of our global foodservice business during the quarter, mainly in our Mann Packing subsidiary. Volume decreased 27%, unit pricing increased 7%, and unit cost increased 15% compared with the prior-year period. In our avocado product line, net sales were $77 million compared with $98 million in the third quarter of 2019, primarily due to lower selling price as a result of normalized industry supply in the market when compared with the prior-year period. Volume increased 13%, pricing decreased 31%, and unit cost decreased 37% compared with the prior-year period, primarily due to the improved capacity utilization at our new packing facility in Mexico, which opened in December 2019. In our vegetable product line, net sales were $42 million compared with $46 million in the third quarter of 2019, primarily due to lower sales volume as a result of the COVID-19. Volume decreased 13%, unit pricing increased 5% and unit cost increased 26% compared with the prior-year period. In our nontropical product line, which includes our grape, berry, apple, citrus, pear, peach, plum, nectarine, cherry and kiwi product line, net sales were $38 million compared with $32 million in the third quarter of 2019, primarily due to higher sales volume in Europe as a result of increased demand, along with higher sales volume in the Middle East in developing markets. Also contributing to the increase in net sales was higher selling prices in the Middle East. Volume increased 13%, unit price increased 4%, and unit cost increased 7%. In our prepared food product line, which includes the company's prepared traditional products and meals and snacks product line, the decrease in net sales was primarily due to lower sales in the company's meals and snacks product line, principally due to the impact of COVID-19 pandemic, the continued impact of the 2019 product recall and product rationalization efforts in our Mann Packing operations in North America. The decrease was partially offset by higher per unit selling prices of pineapple concentrate due to lower industry supply and increased per unit selling prices of canned pineapple products due to increased customer demand. In our banana segment, net sales decreased $24 million to $362 million compared with $386 million in the third quarter of 2019, primarily due to lower net sales in North America, Europe and the Middle East as a result of decreased sales volume and lower demand due to COVID-19. The decrease was partially offset by higher net sales in Asia. The COVID-19 pandemic affected banana net sales by an estimated $17 million during the quarter versus our third quarter of 2019 performance for this segment. Overall, volume decreased 4%, worldwide pricing decreased 3% over the prior-year period. Total worldwide banana unit cost decreased 1% and gross profit decreased to $11 million compared to [Audio Gap] in the third quarter of 2019, primarily due to lower selling prices in North America as a result of increased demand, partially offset by lower cost, mainly lower ocean freight cost. Other products related charges represented $400,000 for the segment incurred as a result of the COVID-19 pandemic. Now moving to selected financial data. Selling, general and administrative expenses decreased $7 million to $44 million compared with $51 million in the third quarter of 2019. The decrease was primarily due to lower selling and marketing expenses in the Middle East and cost savings initiatives in North America. The foreign currency impact at the gross profit level for the third quarter was unfavorable by $3 million compared with an unfavorable effect of $2 million in the third quarter of 2019. Interest expense, net for the third quarter, was $5 million compared with $6 million in the third quarter of 2019 due to lower average loan balances and lower interest rates. The provision for income tax was $5 million during the quarter compared with income tax expense of $3 million in the prior-year period. The increase in the provision for income taxes was primarily due to increased earnings in certain higher taxable jurisdictions. For the first 9 months of 2020, our net cash provided by operating activities was $174 million compared with net cash provided by operating activities of $130 million in the same period of 2019. The increase was primarily attributable to lower payments of accounts payable and accrued expenses and lower levels of inventory due to our optimization efforts on working capital. The increase was partially offset by lower net income and higher levels of prepaid expenses and other current assets. Total debt decreased from $587 million at the end of 2019 to $511 million at the end of the third quarter of 2020. As it relates to capital spending, we invested $57 million in capital expenditures in the third quarter of 2020 compared with $23 million in the third quarter of 2019. For the first nine months of 2020, we invested $93 million compared with $94 million in the same period in 2018. Our investments in the third quarter of 2020 included the delivery of 2 new container vessels, the Del Monte Gold and Del Monte Rose. We also completed the consolidation of four different facilities into our Mann Packing operations into our new Gonzales, California facility during the quarter. This is an increase of $0.05 per share from our quarterly cash dividend paid on September 4, 2020. This concludes our financial review. ","compname reports q3 adjusted earnings per share $0.35. q3 adjusted earnings per share $0.35. q3 earnings per share $0.37. compname announces $100 million asset sales program and increases quarterly cash dividend. fresh del monte produce - made decision to sell non-strategic & under-utilized assets for total anticipated cash amount of about $100 million. " "As Chantal mentioned, I am Ana Miranda, vice president, Global FP&A, and investor relations with Fresh Del Monte Produce. Joining me in today's discussions are Mohammad Abu-Ghazaleh, chairman and chief executive officer; and Eduardo Bezerra, senior vice president and chief financial officer. On the site, you can also register for future distributions. With that, I'm pleased to turn today's call over to Mohammad. In 2021, we posted robust double-digit operating income growth compared with 2020. We demonstrated agility and industry leadership in navigating the current challenging macroeconomic environment as we focused on mitigating industrywide supply and labor headwinds. We implemented inflation-justified price increases toward the end of the year, made investments targeted at automation, and focused relentlessly on productivity. In the first half of 2021, despite these pressures, gross profit benefited from strong performance across all of our segments, particularly higher per-unit selling prices in our banana segment. This higher pricing helped offset incremental production and procurement costs following the hurricanes in Central America in the fourth quarter of 2020 and higher demand on key product categories related to relaxed restrictions on social gathering in some of our main markets compared with 2020. However, in the second half of 2021, inflationary and other cost pressures intensified, negatively impacting gross profit. The price increase, which took effect toward the later part of the year, resulted in improved performance as we moved through the end of the fourth quarter. Overall, during the year, we increased adjusted EBITDA to $207 million from $189 million in 2020. As a result, adjusted EBITDA margin increased 40 basis points to 4.9% from 4.5%. As a brief recap during the year, we made significant progress on our strategic initiatives, and I would like to focus on that. We added two state-of-the-art refrigerated container vessels in the first half of the year, bringing our fleet to a total of 13 vessels. As previously mentioned, six out of the 13 vessels are new, putting us in a stronger, more agile position as we continue to provide reliable quality service to our customers. The fleet also enabled us to expand our third-party freight services. In keeping with our shareholder accretion approach, in the second half, we increased our quarterly cash dividend from $0.10 per share to $0.15 per share, bringing our total dividend payout for the year to $0.50 per share, and the same approach will continue in 2022. In 2021, we reduced long-term debt by approximately $23 million. Throughout the year, we also made progress on our strategic partnerships. We successfully implemented a licensing agreement with one of Europe's top frozen goods retailer, the name is Iceland, whereby we offer a broad product mix generating consistent income stream. In June, we invested in I Squared Capital Global InfraTech Fund. The fund invests in innovative growth-stage companies, applying technology in various infrastructure sectors, including logistics, supply chain, and agriculture, which are complementary or adjacent to our business. In November, through a partnership with SEMCAP Private Equity, we invested in Purely Elizabeth, a category-leading organic consumer products brand. Their current offerings include granola, oatmeal, and pancake mixes. The partnership is an opportunity to expand our business in the convenience category, providing the platform for us to work together on the development of unique and innovative products. Additionally, we are excited to leverage our vertical integration to support our partners with supply chain and logistics services. During our progress into 2022, we announced today another brand partnership with Good Culture. Founded in 2014, the company focuses on high-quality cultured dairy products, specifically cottage cheese, and sour cream. They have been an innovator and disruptor in this space, gaining significant market share since its inception. Both investments, Purely Elizabeth and Good Culture, were facilitated by SEMCAP's food and nutrition team who searches for brands that have proven themselves in the market and ready to scale up their business through strategic alliances. And we are excited to announce a partnership with McCormick & Company, a global leader in flavor. This agriculture product aligns very closely with our vision and strategy. With this project, we are leveraging technology and data, coupled with our agriculture expertise to grow products while minimizing costs and preserving the environment. At this moment, both companies have decided to keep the location and products and production undisclosed. In 2021, we made great progress on our sustainability journey. We were the first global marketer of fruits and vegetables to commit to the science-based targets, consistent with the levels required to meet the goals of the Paris Agreement. The science-based targets initiative has since validated that our emissions reduction targets conforms with its criteria and recommendation. And we released our 2020 sustainability report. On the people front, last month, we announced the appointment of Mohammed Abbas as executive vice president and chief operating officer. Mohammed joined the company in 2009 and has served in various leadership roles, including head of our Asia and Middle East Regions. I'm excited to have him in his new role where I am certain he will add significant value to our operations. Having said that, I'm confident in our team's ability to continue to execute on our long-term strategy of growing our core business; increasing the reach of higher-margin, value-added categories; implementing and leveraging technology solutions as we evolve into an agritech company; and expanding our customer and brand partnerships throughout our global operations. At this point, I would like to move the call to Eduardo to talk about the financial results. I will start with our fourth quarter performance by product line, followed by a consolidated overview of our full fiscal year 2021. Net sales for the fourth quarter of 2021 increased $15 million or 2% compared with the prior-year period. The increase was driven by higher net sales in our other products and services segment, which includes third-party freight services and poultry and meats category, and our fresh and value-added products segment. As it relates to comparability between periods, the fourth quarter of 2021 consisted of 13 weeks compared with 14 weeks in the fourth quarter of 2020. The additional week in the fourth quarter of 2020 contributed an estimated $72 million in net sales. On a comparable basis, net sales increased $87 million or 9%. Adjusted gross profit for the fourth quarter of 2021 was almost $40 million compared with $49 million in the previous year. The decrease was primarily driven by the continuation of inflationary and other cost pressures, which resulted in higher per-unit production and distribution costs, including packaging materials, fertilizers, inland freight, labor, and fuel. The decrease was partially offset by an inflation-justified price increase effective toward the latter part of the fourth quarter. The increase was implemented in an effort to maintain our continued supply and service levels with our business partners. Having said that, during the fourth quarter, we realized sequential improvements in gross profit, specifically in December. And in addition to pricing, gross profit benefited from fluctuations in exchange rates. Adjusted operating income for the fourth quarter was a loss of $7 million, compared with a loss of $4.5 million in the prior-year period, primarily related to lower adjusted gross profit, partially offset by a decrease in selling, general, and administrative expenses. And adjusted net loss was $8.5 million, compared with a loss of $3.7 million in the prior-year period. Our diluted earnings per share for the fourth quarter was a loss of $0.24, compared with earnings of $0.02 in the prior-year period. Adjusted diluted earnings per share was a loss of $0.18, compared with a loss of $0.08 in the prior-year period. Adjusted EBITDA for the fourth quarter was $15 million, compared with $24 million in the prior-year period, and corresponding adjusted EBITDA margin decreased to 1.5% from 2.4% in the prior-year period. Let me now turn to segment results, beginning with our fresh and value-added products segment. Net sales for the fourth quarter of 2021 increased by $12 million or 2% when compared with the prior-year period. As previously noted, the fourth quarter of 2021 consisted of 13 weeks, compared with 14 weeks in the fourth quarter of 2020. The additional week in the prior-year period contributed an estimated $42 million in net sales. On a comparable basis, net sales for the fourth quarter of 2021 increased $54 million or 10% compared with the prior-year period. The primary drivers were increases in our melon and pineapple product lines. Melon net sales increased in North America driven by higher sales volume and per-unit sales prices, and pineapple net sales increased across most regions driven by higher per-unit sales price. As an offset, sales of fresh-cut vegetables decreased during the fourth quarter compared with the prior-year period. Fresh-cut vegetables net sales decreased primarily in North America, including in our Mann Packing operations. The decrease was driven by lower sales volume and lower per-unit sales prices related to lower demand from foodservice channel and lack of sufficient labor availability. For the quarter, adjusted gross profit in the fresh and value-added products segment was $28 million, compared with $32 million in the prior-year period. The decrease was driven by inflationary and other cost pressures, which resulted in higher per-unit production and distribution costs. As it relates to comparability, the additional week in the prior year contributed an estimated $2 million in gross profit. From a product view, the primary drivers of the variance were: in avocados, gross profit decreased primarily in North America, driven by lower sales volume, coupled with higher per-unit procurement and distribution costs; fresh-cut vegetables gross profit decreased in North America, primarily in our Mann Packing operation, mainly driven by lower net sales, coupled with higher per-unit production, and distribution costs. The decrease was partially offset by higher gross profit across most of our other key product categories, including nontropical fruits, melons, and pineapples. Moving to our banana segment, for the fourth quarter of 2021, net sales decreased by $13 million or 3% compared with the prior-year period, primarily driven by North America and Asia. The additional week in the prior-year period contributed an estimated $28 million in net sales. On a comparable basis, net sales for 2021 increased $15 million or 4% compared to prior-year period. Adjusted gross profit for the fourth quarter of 2021 was $9 million, compared with $17 million in the prior-year period, primarily driven by North America and Asia. In both regions, the decrease was driven by lower net sales. As it relates to per-unit cost, North America gross profit was negatively impacted by higher production and distribution costs, while Asia was negatively impacted by higher production and ocean freight costs. Now moving to selected financial data. Selling, general and administrative expenses was $44.5 million, compared with $54 million in the previous year. The decrease was driven by lower provision for credit losses and lower promotional and administrative expenses. Net interest expense was lower related to lower interest rates and lower average debt balance. Income tax were a benefit of approximately $7 million during the quarter compared with a benefit of $4 million in the prior-year period, primarily due to the release of valuation allowance as it was determined deferred tax assets will be utilized. Now turning to our full year 2021 results. For the full year 2021, net sales increased $50 million or 1% compared with the prior-year period. In both periods, the increase in net sales was driven by higher net sales in our other products and services segment, which includes third-party freight services and poultry and meats category, and by our fresh and value-added products segment. The additional week in the prior-year period contributed an estimated $72 million in net sales. On a comparable basis, net sales for 2021 increased $122 million or 3%. Adjusted gross profit was $307 million, compared with $284 million in the prior-year period. As previously mentioned by Mohammad, in the first half of 2021, despite inflationary and other cost pressures, gross profit benefited from strong performance across all of our segments. The banana segment realized higher per-unit price -- selling prices. The higher pricing helped to offset incremental production and procurement costs following the hurricanes in Central America in the fourth quarter of 2020. In the second half of 2021, inflationary and other cost pressures intensified, coupled with seasonality, negatively impacting gross profit. As it relates to exchange rates, gross profit was favorably impacted by fluctuations versus the euro, Costa Rican colon, and British pound, partially offset by stronger Mexican peso. For the full fiscal year, adjusted operating net income was $112 million, compared with $89 million in the prior-year period. The increase was primarily driven by higher gross profit and a decrease in selling, general, and administrative expenses. Adjusted net income was $81 million, compared with $55 million in the prior-year period. Diluted earnings per share was $1.68, compared with $1.03 in the prior-year period, while adjusted diluted earnings per share was $1.69, compared with $1.15 in the prior-year period, a 47% improvement year over year. Moving on to cash flow. For the year, we generated $129 million in cash flow from operating activities, compared with $181 million in 2020. The decrease was primarily attributable to higher levels of inventories as we proactively increased the inventory of key raw materials to secure costs and availability. Inventory was also impacted by the increase in cost of goods, largely related to current cost pressures. Partially offsetting the decrease were higher net income and higher balances of accounts payable and accrued expenses. In the second half of 2020, we announced our optimization program. The program involves selling nonstrategic and underutilized assets, including land and facilities. The program is improving our return on assets, shoring up our balance sheet, and reducing operational costs. Since the program was announced, we generated $57 million in cash proceeds, out of which $17 million came in 2021. We expressed -- we expect progress toward achieving our target of $100 million in cash proceeds to continue in 2022. As it relates to capital spending, we invested $99 million in capital expenditures in 2021, compared with $150 million in 2020. The lion's share of the spend relates to the last two new container vessels added to our fleet, investments in Asia, North America, and Europe, and improvements to our banana and pineapple operations in Central America. As mentioned by Mohammad, our capex investments are heavily focused on automation. Turning to long-term debt, we repaid approximately $23 million, bringing our balance from $542 million at the end of 2020 to $519 million in 2021. Based on a trailing 12-month period, our total debt stands at 2.5 times adjusted EBITDA. For full fiscal year 2021, we declared four quarterly cash dividends totaling $0.50 per share. This concludes our financial review. ","fresh del monte produce inc - net sales for q4 2021 increased 2% to $1,017.3 million compared with $1,002.3 million in the prior-year period. net sales for q4 2021 increased 2% to $1,017.3 million compared with $1,002.3 million in the prior-year period. q4 loss per share $0.24. " "We continue to be in various remote locations today. We may have some audio quality issues and we really appreciate your patience should we experience a disruption. A replay of today's call will be available via phone and on our website. To be fair to everyone, please limit yourself to one question plus one follow-up. I'd now like to turn the discussion over to Phil Snow. I'm pleased with our solid second quarter and overall first half results. And the investments we've made to further advance our offerings in both content and workflow solutions are resonating. Over the past 12 months, we've proven our resilience and our ability to strengthen our value to clients and we begin the second half of this fiscal year with good momentum, greater visibility and continued confidence in our ability to execute. Our investments in content and technology are progressing at pace and we see market validation of our strategy with some key wins this quarter. Our content advances particularly in deep sector being well received by clients, especially across the sell-side, supporting workstation growth. And our focus on digital transformation allows us to offer more personalized solutions and an increasing number of ways to deliver value to clients. The market is looking for solutions that are both easy to integrate and unite the front, middle and back office and we are well positioned to capitalize on this trend. Our shift to the public cloud is progressing according to plan with the majority of our new storage and collection centers successfully migrated. This quarter, we are particularly pleased to see growth in our core workstation offering. The efforts we've made through our investment strategy are starting to drive our top-line and we delivered a strong first half due to our ability to execute on our pipeline with continued discipline. In our second quarter, our organic ASV plus professional services growth rate accelerated to 5.5%. This acceleration was led by our sales team effectively growing wallet share with existing clients as well as capturing a higher price increase in the Americas. This was partially offset by cancellations largely across asset management firms. We are pleased that our performance resulted in increased adjusted operating margin and EPS, we have good momentum going into our second half. We have reaffirmed our ability to deliver results within our guidance of fiscal '21 and are raising the lower end of our full-year organic ASV growth range to $70 million from $55 million. Helen will explain in more detail shortly. Turning now to the performance in our regions. The Americas growth accelerated to 6%, driven by strong sales of workstations and research and wealth solutions and data feeds in CTS solutions. Our research solutions had a particularly good quarter supported by our digital transformation and the expansion of our deep sector content offering. This was evident from wins with our large existing banking clients who benefited from our tailored workflows, which allow them a more connected and personalized experience. CTS also had a successful quarter as clients bought more of our core and premium data feeds. And in wealth, we're extremely pleased with the RBC win. This was an entirely virtual roll out and I'm proud of how quickly and seamlessly our team integrated our Adviser Dashboard workflow and CRM solutions for RBC's entire wealth management team. Asia-Pac accelerated its growth rate to 9% due to strong performance in Hong Kong, Singapore and Australia. We saw wins at institutional asset managers and data providers with our research and CTS solutions. EMEA's growth remained at 4% with wins across the region, most notably in France and the Nordics. The region benefited from increased sales of CTS and wealth solutions to asset owners and institutional asset managers as well as accelerating new business. Our diversifying client base continues to seek mission-critical data and we see strong demand for our growing content offering. We're pleased with the progress we are making in the ESG market as we further integrate our ESG products into clients' everyday workflows. We've already expanded our ESG content suite with the launch of Truvalue's UN Sustainable Development Goals Monitor. This is in addition to a new joint offering with Ping An Insurance Group, which offers ESG metrics on companies incorporated in mainland China. Overall, we see a long runway for growth as we execute more enterprisewide deals and believe that every touchpoint with clients today represents an opportunity to cross-sell in the future. The conversations we are having combined with our sales team's execution make us optimistic that we will continue to grow our market share long-term. In summary, our focus continues to be on achieving higher growth and providing clients with effective and efficient solutions across the entire investment workflow. We remain committed to our investment strategy and to living our purpose, which is to drive the investment community to see more, think bigger and do the best work. And we are starting to see the rewards of the efforts we are making. We continue to push ourselves to be a more diverse, inclusive and impactful organization. To that end, I am pleased to say we recently hired our first Chief Diversity, Equity and Inclusion Officer as part of our strategy to strengthen our organizational accountability, increase diversity across all levels of our company and ensure workforce equity. We know we have more work to do and remain committed to furthering our efforts. I'm pleased with our progress as we strive to be the best place to work and give our employees the flexibility they need to thrive in the new normal. I'm proud of the ways in which we are showing up for one another and for our clients every day. With that, I'll now turn things over to Helen, who will take you through the specifics of our second quarter and first-half 2021 performance. I hope that you and your loved ones continue to be safe and healthy. I am proud of the FactSet team for finding new ways this past year to support both our clients and each other. Today, I will share more details on our performance to-date and to provide an update to our annual outlook. For the first half of fiscal 2021, we grew our revenue by 6%, expanded our adjusted operating margin by 60 basis points and increased our adjusted earnings per share by 9% year-over-year. Our multi-year investment plan is on track and beginning to materialize in top-line growth. I am pleased to report that the integration of the team and of the ESG and technology assets is largely complete. As with our previous acquisitions, we will exclude any revenue and ASV [Phonetic] associated with TVL while reporting out on organic related metrics for the fiscal year 2021. As Phil stated earlier, we grew organic ASV plus professional services at 5.5%, an acceleration from the first quarter that reflects the diligent execution of our pipeline, powered by healthy demand for workstations and data feeds. Ongoing investments in our core solutions continue to resonate with clients as reflected in our annual Americas price increase, which totaled $14 million, $2 million more than the prior year. As with previous years, our annual price increase is a contributor to ASV and again this year, further accelerating our growth rate. For the second quarter, GAAP revenue increased by 6% to $392 million, while organic revenue, which excludes any impact from foreign exchange, acquisitions and deferred revenue amortization increased 5% to $389 million. Growth was driven primarily by our Analytics and CTS solutions. For our geographic segments, revenue growth for the Americas was at 7%, EMEA at 3% and Asia-Pacific at 10%. All regions primarily benefited from increases in our Analytics and CTS solutions. GAAP operating expenses grew 5% in the second quarter to $276 million, impacted by a higher cost of sales. Compared to the previous year, our GAAP operating margin expanded by 90 basis points to 30% and our adjusted operating margin increased by 80 basis points to 33%. These improvements are largely due to net savings from continued productivity through workforce mix and a reduction in discretionary expenses, including those related to travel, office and professional services. These benefits were partially offset by higher spend in both compensation and technology. As a percentage of revenue, our cost of sales was 230 basis points higher than last year on a GAAP basis and 170 basis points higher on an adjusted basis. This increase is driven by higher technology spend related to our shift to the public cloud and increased compensation expense for existing employees as well as new talent to support our multi-year investment plan. When expressed as a percentage of revenue, SG&A improved year-over-year by 320 basis points on a GAAP basis and 250 basis points on an adjusted basis. The primary drivers include materially lower travel and entertainment costs and reduced spend due to office closures, offset in part by higher compensation costs. These results are in line with our expectations as noted in our full year guidance. As discussed on previous calls, we planned for an incremental investment spend of $15 million each year starting in 2020 through 2022. While realizing some benefits from productivity and a delayed ramp up in hiring last year, we are on track to spend around $26 million in our fiscal FY '21. As noted on last quarter's call, we're also using a portion of the pandemic savings to invest further in both sales and new product development. Moving on, our tax rate for the quarter was 16% compared to last year's rate of 14%, primarily due to lower tax benefits realized from stock option exercises this quarter. GAAP earnings per share increased 9% to $2.50 this quarter versus $2.30 in the prior year. The adjusted diluted earnings per share grew 7% to $2.72. Both earnings per share figures were largely driven by improved operating results, partially offset by a higher tax rate. Free cash flow, which we define as cash generated from operations less capital spending was $130 million for the quarter, an increase of 75% over the same period last year. This increase is primarily due to the timing of certain tax payments and lower capital expenditures as we have completed the majority of our office build-outs. For the first quarter, our ASV retention continued to be above 95%. We grew our total number of clients by 7% compared to the prior year, reaching over 6,000 clients for the first time in our history. This growth reflects the addition of more wealth and corporate clients as well as data providers and asset owners, an ongoing trend as we continue to diversify our client base. Our client retention improved to 90% year-over-year, which speaks both to the mission criticality of our solutions and the solid efforts of our sales teams. Our user count grew 12% year-over-year and crossed the total of 150,000, largely due to additional wealth and research workstation users. For the second quarter, we repurchased over 221,000 shares of our common stock for a total of $72 million at an average share price of $322. Our Board of Directors recently authorized an additional $206 million to our share repurchase program, bringing the total size to $350 million, in line with recent years. We remain disciplined in our buyback program and committed to returning long-term value to our shareholders. Given our solid first half performance and improved visibility for the rest of the year, we are bringing up the lower end of our organic ASV plus professional services growth guidance range from $55 million to $70 million, so our full range is now $70 million to $85 million. This raises our mid-point from when what we first set this guidance six months ago. Client demand for our enhanced solutions, alongside the momentum built by our sales team, gives us greater conviction in our second half pipeline. Based on the first half results, we are encouraged by the client response to our enhanced product suite reflected in both growth in new clients as well as increased expansion with existing clients. We do remain in an uncertain environment as different parts of the world begin to recover from this pandemic. Our full year views take into account that clients continue to perform in current market conditions and that additional delays in decision making and tightening client budgets could impact our short-term performance. The global environment will continue to present challenges, but we believe we are well positioned for the longer-term. I'll turn this over to Jerald. ","compname reports qtrly adjusted diluted earnings per share $2.72. factset research systems - board approved increase of $206 million to co's existing share repurchase program on march 23, 2021. qtrly diluted earnings per share $2.50. qtrly adjusted diluted earnings per share $2.72. " "Joining us on the call today are members of the media. During our question-and-answer session callers will be limited to one question in order to allow us to accommodate all those who would like to participate. I want to remind all listeners that FedEx Corporation desires to take advantage of the Safe Harbor provisions of the Private Securities Litigation Reform Act. Joining us on the call today are Raj Subramaniam, President and COO; Mike Lenz, Executive Vice President and CFO; and Brie Carere, Executive VP, Chief Marketing and Communications Officer. And now, Raj will share his views on the quarter. As expected, we are seeing strong levels of volume in our network given unprecedented levels of shopping and shipping this holiday season. FedEx Ground had an outstanding Cyber Week, with 100 million packages picked up during the first official week of peak. Our ability to handle this influx of packages has been years in the making as we have taken deliberate steps to enhance our unparalleled network to support customers, large and small. This includes strategically adding more capacity across our network to support our growing customer base. For example, at FedEx Ground, this means adding 14.4 million square feet to our network, the equivalent of 300 football fields since June of this year. In Q2 alone, we brought online 24 major expansion projects, with nine of them starting operations in November just weeks before peak. While it was important that these facilities were up and running to add to a capacity in time for peak, experience tells us that they will operate with increasing efficiency in the weeks and months ahead. As we shared on the Q1 call, overcoming staffing and retention challenges due to the constrained labor market has been a key focus. We continued to take bold actions in Q2 to hire and invest in our frontline team members and thus increase network efficiency. These actions including pay premiums, increased paid time off and tuition reimbursement. I am pleased to share that we have made considerable traction in recruiting frontline positions. Last week, we exceeded 111,000 applications, the highest level in FedEx history. To put this in perspective, we had 52,000 applications the week of May 8. This has led to appropriate staffing levels of peak, including having more than 60,000 frontline team members since we last spoke in September. We delivered strong results for the quarter with an 11% increase in adjusted operating income, which exceeded our initial expectations shared during the Q1 call. Second quarter results include outstanding performance by our team at FedEx Express, where operating income on an as-adjusted basis exceeded $1 billion for the quarter. The ability we have at Express to flex our cost structure and network in response to changing market conditions positions us for long-term sustained profitability. FedEx Freight also delivered a strong quarter with an operating margin of 14.7%. I am proud of the team as they continue to focus on revenue quality and profitable growth. We estimate the effect of labor shortages on our Q2 results was approximately $470 million, in line with our original expectations. And consistent with the first quarter, Ground once again, bore the majority of these costs to the tune of $285 million. While Ground's results were negatively affected by labor challenges in the first half of the year, we are encouraged by hiring momentum as we look to the second half and are focused on retaining recently hired team members after the peak season concludes. We know we have an excellent value proposition for employees, which we are strengthening even further with technology that enables employee-friendly, flexible schedule options, including the ability to pick up extra shifts when convenient or swap shifts with a colleague all from the convenience of an app on their phone or computer. All of this to say we anticipate cost pressures from constrained labor markets to partially subside in the second half of the fiscal year. Now, it's a good time to focus on what is ahead for FedEx. The FedEx business has been built over nearly five decades. And during that time, we have built networks and capabilities that are differentiated from our competitors and nearly impossible to replicate. Our customers and their customers value these networks and capabilities as we enable global supply chains to stay connected. This has never been illustrated more clearly than during the last two years of the global COVID pandemic. Our industry has proven to be absolutely critical in delivering during this pandemic, whether it is business-to-business or e-commerce. And within this industry, our strategy is unique. Our future growth and profitability will be driven by our strategy and we will drive total shareholder value over the immediate mid and long-term. There is solid momentum in our base business as we continue to lean into the dynamic growth of e-commerce amid a robust pricing environment. In addition, we have other levers for profitable growth, including number one, increasing collaboration and efficiency to optimize our networks and businesses; number two, driving improved results in Europe and international; and number three, unlocking value by digital innovation. Our expanded collaboration across operating companies will drive cost benefits, lower delivery and line-haul cost and better utilization of existing assets. Said differently, we'll utilize our air and ground networks in a smarter, more calculated manner. FedEx Freight trucks have traveled four million miles while operating on behalf of FedEx Ground this year. FedEx Freight has also provided FedEx Ground with intermodal containers, which have already been dispatched nearly 50,000 times. We will continue to look comprehensively at all assets in our network, including stations, hubs and equipment to put the right package in the right network at the best service for our customers. And as I highlighted earlier, the focus on collaboration also extends to our customers as we work to make their supply chains smarter. This includes providing integration and common data platform opportunities and planning the best way to leverage our network flexibility for their volume needs. The second lever is continuing to improve our international profitability. Our international business, particularly Europe, remains one of our biggest opportunities. I was in Europe in October, and I was happy to note the excellent progress there as we build upon the success of station integration, which was completed in May 2021. We remain on track for the completion of our air network integration in April 2022, which will complete the physical integration of TNT into FedEx Express and enable full physical interoperability of these networks. After April 2022, Paris' Charles de Gaulle Airport will serve as the main hub for all European and intercontinental flights. Liege will connect specific large European markets and ensure we have the flexibility to scale our operations in response to market needs, thus enabling us to focus on international growth. Brie, will share more on what this enhanced value proposition means for our customers. Finally, we are unlocking value through digital innovation and our accelerated integration of data-driven technologies and enhanced digital capabilities ranging from increased network efficiency to customer experience improvements. For example, early package visibility enhances visibility of third-party trailers as improving customer collaboration, information sharing and package prioritization. Model-driven estimated delivery date uses machine learning to provide a more accurate estimated delivery day of packages to customers and recipients. And trailer load scan automation eliminates the need for a manual scan enabling faster and more efficient loading while significantly reducing package touches. These ongoing investments, network capacity, automation and technology, have helped FedEx build the most flexible and most responsive network in the industry, affording us significant competitive advantages. In closing, the successful execution of our strategies continues to drive high demand for our differentiated services. We remain confident in these strategies for the various reasons outlined. Our unparalleled portfolio of services powered by the strength and reach of our global network positions FedEx to deliver superior, sustainable financial returns and drive shareholder value for years to come. With that, let me turn this floor over to Brie. Q2 delivered our second consecutive quarter of 14% revenue growth, demonstrating the strong demand for our differentiated portfolio and our ability to drive revenue quality as a result. Constrained capacity has continued to support a favorable pricing environment. We are maintaining a brisk pace for repricing contracts, ensuring a high surcharge capture and yield improvements. We are working with large customers to identify opportunities, to move their volume from our national network to our regional and local networks, freeing up additional capacity for small business customers. Small businesses relied our market-leading transit times in our seven-day a week network to compete. They cannot forward deploy inventory at the same scale as large retailers. Our domestic yield growth was 9.1% with fuel in Q2. Our general rate increase will take place in January and we expect a strong capture rate. In January, the Ground Economy peak surcharge will be replaced by the new Ground Economy delivery surcharge at a $1, solidifying the price point for our Economy product. And as a reminder, FedEx Ground Economy was formerly FedEx SmartPost. The landscape across the industry remains robust and positions us well for continued profitable growth. We are forecasting that the U.S. domestic parcel market will reach 134 million pieces a day by calendar year 2026, a remarkable 70% growth from 2020. E-commerce is expected to drive 90% of the parcel market growth. We have developed a tremendous portfolio of e-commerce solutions and we are very confident that our competitive value proposition will enable us to continue to take share smartly in the addressable e-commerce market. As you all know, we have a diversified customer base globally as well as here in the United States. And as such, we can confidently grow without the risk of a very large and disruptive customer negotiation. The U.S. domestic B2B market is also expected to grow. It will grow at a 5% CAGR through 2026. We are growing our digital capabilities to provide a range of visibility experiences that will give our B2B customers greater clarity, confidence and control over their deliveries, especially in high-value verticals such as healthcare. Turning now to international. Our successful commercial and operational execution in response to COVID demonstrates our ability to grow profitably in an uncertain environment. Demand out of Asia continues to contribute strong revenue and profit performance and our international economy embargo and peak surcharges are contributing to our yield growth there. Q2 Express international export yield grew 12% and volume grew 7.6%, which is outstanding year-over-year growth. International export composite yield grew to almost $54 per package, while average daily volume was more than 1.1 million. I am very proud of the international revenue quality results, especially given that we also had double-digit e-commerce growth internationally, which, of course, puts downward pressure on our package yield. International Priority Freight had a very strong quarter with 34% year-over-year revenue growth year-to-date. With new variants of COVID causing uncertainty in the global recovery, we believe that air cargo capacity will remain constrained through calendar year 2022 and a full recovery is not anticipated until at least 2024. Export demand in Europe and APAC has fully recovered to pre-pandemic levels and capacity on international lanes remains scarce. We anticipate a continued favorable pricing environment and an embargo on our deferred services out of Asia Pacific for the foreseeable future. We are targeting both B2B and cross-border e-commerce market share internationally. We have identified the target lanes for B2B growth where we have shared growth opportunity, most notably in and out of and across Europe. As Raj alluded to, with the launch of our integrated air network in April, we will dramatically enhance our capabilities within and into Europe, creating benefits for customers around the world. More European customers will have access to next-day and pre-noon delivery times for their intra-European shipments through our expanded portfolio of services. We will be able to offer customers an option of mid-day or end-of-day service in-bound to Europe, giving our customers around the world more choice and flexibility while giving our global sales team more opportunities to pursue. These enhancements, along with our intra-Europe road services and industry-leading Europe to U.S. service, position us with a very competitive portfolio. As we approach the final stages of physical integration this fiscal year, we are increasing the FedEx brand presence on the road in Europe by approximately 30%, including the rebranding of vehicles and facilities. Additionally, intercontinental e-commerce will contribute approximately half of the growth in the parcel market over the next decade. FedEx International Connect Plus, which launched across Europe, Asia Pacific and the United States, enables us to compete more effectively in this growing e-commerce market. In addition to the improvements in our transportation portfolio, we are very focused on our digital solutions across the customer journey. We have launched our new account opening application in eight countries with very great results. We are seeing double-digit improvement in account openings and customers opting in for My FedEx Rewards, which, of course, is the only small business loyalty program in the industry. We have also launched our new FedEx Ship Manager application in more than 100 countries. This is the primary tool for our small business segment to ship with FedEx. With the modern, easy-to-use interface, a small business can now create a label and get the package out the door more than a minute faster than they could previously. We will launch this new FedEx Ship Manager in the United States in 2022. In summary, we are very confident in our commercial strategies for revenue growth and yield improvement. Given the historically challenging nature of peak season, along with the continued staffing challenges felt by numerous companies around the world, we are quite pleased with our second quarter consolidated financial results, with adjusted operating income up 11% year-over-year. While adjusted earnings per share was unchanged year-over-year, this year's effective tax rate was significantly higher as last year's earnings included a $0.71 per share discrete tax benefit from favorable guidance issued by the IRS. As we anticipated, most of the headwinds we experienced in the first quarter persisted through the second quarter, which dampened our Q2 profitability by an estimated $770 million. To further unpack our second quarter results, I will highlight several key drivers. The difficult labor market once again had the largest effect on our bottom line, representing an estimated $470 million in additional year-over-year costs. As I did last quarter, I'll separate the effect of the labor market into two components; higher rates and network inefficiencies resulting from labor shortages. Of the $470 million, we estimate $230 million was incurred in higher wage and purchase transportation rates. This included higher wage rates and paid premiums for team members and higher rates paid for third-party transportation services. We estimate network inefficiencies resulting from labor shortages, increased costs by approximately $240 million. These costs include additional line-haul, higher usage of third-party transportation, cost to reposition assets in the network over time and recruiting incentives all to address staffing shortages. Beyond the labor effects, our results for the second quarter also included the following headwinds; $90 million related to investments in the ground network, as Raj outlined earlier, that are critical to improving service and adding capacity; an estimated $75 million in incremental air network costs at Express due to the continued effect of COVID restrictions on our operations; and lastly, a $70 million effect year-over-year from higher federal excise taxes as the waiver ended on December 31, 2020. With that overview of the consolidated results, let's turn to the highlights for the segments. Ground reported $8.3 billion in revenue, a 13% increase year-over-year, with operating margin at 5.8%. The results at Ground in the second quarter with operating income and margin down are not where we would like them to be and our teams remain very focused on improving performance. Ground operating income was down approximately $70 million and in addition to the $90 million I mentioned earlier, results were significantly affected by higher wage and purchase transportation rates and network inefficiencies amid the constrained labor market. Express adjusted operating income increased to over $1 billion and reported an adjusted operating margin of 8.8%, which was driven by higher yields and international priority volume growth, which more than offset the negative effects of continued staffing challenges and COVID-19-related air network inefficiencies. Freight had another outstanding quarter with an operating margin of 14.7% as revenue for Q2 increased 17% year-over-year and operating income increased 33% year-over-year. Our Q2 results include a net pre-tax non-cash mark-to-market loss of $260 million related to the termination of the TNT Express Netherlands Pension Plan and a curtailment charge related to the U.S. FedEx Freight Pension Plan. Now, let's pivot to capital spending. Year-to-date, we spent $3.1 billion in capital as we continue to invest in our strategies for profitable growth, service excellence and modernizing our digital platforms. Our capital forecast for fiscal 2022 remains at $7.2 billion and less than 8% of anticipated revenue. We ended our quarter with $6.8 billion in cash and are targeting approximately $3 billion in adjusted free cash flow for FY 2022, which puts us on pace to deliver over $7.5 billion in adjusted free cash flow for FY '21 and '22 combined, far exceeding our historical levels. These cash flows have provided extensive flexibility as we continue to focus on balanced capital allocation and strengthening our balance sheet. As a result of this flexibility, I am pleased to announce our Board has approved a new $5 billion share repurchase authorization. And as part of this program, we expect to enter into a $1.5 billion share repurchase program that will be completed by the end of the fiscal year, which is on top of the $750 million of repurchases in the first half of the year. This new program highlights the tremendous confidence we have in our business and underscores our commitment to driving value for our shareholders. During Q2, we also made a $250 million voluntary contribution to our pension plan, which mitigates PBGC fees and further strengthens the funded status of our plan for our employees and we expect to make an additional $250 million contribution in February. As for our FY2022 guidance, we are raising our full-year adjusted earnings per share range to $20.50 to $21.50 to reflect second quarter results and outlook for the second half of the fiscal year as well as the expected benefit from our ASR transaction. This improved outlook represents another outstanding financial year with a year-over-year increase in adjusted earnings per share ranging from 13% to 18%, following our strong 2021 results. While the second quarter exceeded our expectations, uncertainty remains across many fronts, including the labor market. We are closely monitoring developments related to the federal vaccine mandate, ongoing pandemic developments and inflation as we consider our outlook. Labor headwinds will persist in Q3, but the labor availability and network inefficiency component will continue to mitigate as we move through the quarter, given our progress to date and plans to address this. In addition, we do not expect a recurrence of approximately $1 billion in notable second half headwinds from a year ago that included the timing of variable compensation expense, historic severe winter weather, a one-time express frontline bonus and our commitment to the Yale Carbon Capture initiative. In summary, the successful execution during the second quarter of our strategies amid a very dynamic environment gives us confidence in our updated outlook for the remainder of fiscal 2022 and beyond. In closing, I do want to take a moment of personal privilege here. While not on these calls, many of you are familiar with John Merino, our longtime Chief Accounting Officer, who signed our 10-Qs and 10-Ks. John has been integrally responsible for the quality and integrity of our financial information. And after 23 years with FedEx, he will retire at the end of this month. And now before we move to the Q&A, our Chairman and CEO, Fred Smith, has joined us and would like to share a few words. As promised on the June Analyst Call, I am here to answer any questions specifically for me. This time of year is challenging, especially for those working tirelessly on our frontlines, but your hard work and dedication to keep our purple promise for our customers is evident by the Q2 results, Raj, Brie and Mike have covered well today. I'm pleased to announce we will be hosting an Investor Meeting on Tuesday and Wednesday, 28, 29 June 2022 in Memphis. Mickey will share details after the New Year. I'll now pass it back to him to begin the Q&A portion of the call. Now, I'd like to open our question-and-answer session, and please remember, callers are limited to one question, so we can accommodate everyone. ","new $5 billion share repurchase program authorized, including $1.5 billion accelerated share repurchase program. sees fy capital spending of $7.2 billion. continue to forecast improved earnings and margins for our fiscal year. in quarter challenging labor market affected availability and cost of labor resulting in network inefficiencies, and higher wage rates. fedex is unable to provide a fiscal 2022 earnings per share or effective tax rate (etr) outlook on a gaap basis. " "Our remarks today may contain information other than historical information. Please note that we are relying on the safe harbor protections afforded by federal law. All such remarks should be considered in the context of the many factors that affect our business, including those disclosed in our Form 10-K along with other SEC filings. Management's statements may include non-GAAP financial measures. The U.S. drilling rig count in the third quarter was down over 70% from the previous year and 35% from the second quarter 2020 to the lowest levels on record. Despite this collapse, Forum was able to limit our revenue decline to just 9% sequentially as our revenue from outside North America was up 14%. Also, we were able to improve our EBITDA through further cost cuts and efficiencies and generate positive free cash flow. It is important to note that Forum's operating results are directly related to the level of oil service drilling and completion activity. Most of our business is selling short cycle products to service companies to sustain, replace and upgrade their drilling and completion operations. We believe the third quarter was clearly the bottom in oil service activity and drilling and completions activity are now rebounding. We began to see an increase in our orders in the latter part of Q3, resulting in an 8% sequential increase in our bookings in the third quarter. We expect a strong increase in our inbound orders in Q4 and as our customers put equipment back to work. We are also participating in the new equipment orders in the Middle East and Asia as well as non-oilfield activity for our subsea business. These increased bookings in Q3 and Q4 will drive higher revenue for Forum in Q4 with impressive incremental margins. We have made dramatic progress in reducing our cost structure since we began these efforts at the beginning of 2019. Our cash costs, excluding our materials costs, are down almost 50% over this period as we have significantly reduced our overhead expense. I am also pleased with the progress on our debt structure and our liquidity position. In August, we extended the maturity of our bonds from 2021 to 2025, and our ABL credit facility is undrawn. Forum is positioned to benefit in the recovery in drilling and completions activity from the unsustainably low levels experienced recently. During the quarter, we transformed the company's balance sheet, and we have begun to see the benefits of our significant cost reduction efforts. First, let me speak to the improvements made to our capital structure. In the beginning of the quarter, we successfully completed a par for par exchange of the majority of our 2021 notes for new convertible notes, extending the maturity to 2025. At the end of the third quarter, we had $129 million of liquidity. This should be sufficient liquidity to fund operating cash needs for the foreseeable future, even in a robust market recovery. Subsequent to the third quarter, we issued a call notice to redeem the remaining $13 million of 2021 notes. When these notes are retired, the maturity of our ABL credit facility will extend to October 2022. In addition, we announced a 1-for-20 reverse stock split, and we'll begin trading next Tuesday, November 10, at the new ratio and higher stock price. We anticipate that the higher trading prices will bring Forum into compliance with the NYSE's trading requirements. Second, I want to highlight the significant progress during the quarter in respect of cost reductions and the benefits we are seeing. Since the beginning of 2019, we have reduced annualized cash costs by over $180 million, nearly 50%. These reductions include $23 million in the third quarter alone. Because of these cost reductions, EBITDA increased $2 million in the quarter despite a $10 million reduction in revenue. While we are pleased with this success of these savings results, our expectations for only a modest market recovery compel us to take additional cost reduction actions in the fourth quarter. We believe with our leaner cost structure following these reductions, we can achieve breakeven EBITDA at levels of industry activity of about 325 working rigs in the U.S. This is a significant improvement from our historical breakeven level and lays a foundation for high earnings torque on activity, and Forum revenues ultimately increased. In summary, Forum's transformed balance sheet provides a long runway for the company to benefit from a leaner cost structure when activity levels and market share gains lift Forum's revenue. With that context, let me cover our results for the quarter. Net loss for the quarter was $22 million, or $0.19 per diluted share. Excluding a $29 million gain on extinguishment of debt, $12 million of special items and $3 million of foreign exchange losses, adjusted net loss was $0.30 per diluted share. The special items resulted from ongoing cost reduction efforts and include impairments of certain operating leases and other assets as well as restructuring charges. Our free cash flow after net capital expenditure in the third quarter was $6 million. We benefited from the receipt of $14 million of tax loss carryback allowed under the CARES Act, which was partially offset by $9 million of cash interest paid in the quarter. Proceeds from the disposition of certain capital assets, net of capital expenditures, generated $2 million of cash in the third quarter. We expect asset dispositions to be a source of cash again in the fourth quarter, pending the completion of a few ongoing property sales. Excluding the tax benefit, we generated $12 million from decreases in our net working capital and expect reduction of working capital to continue. For the fourth quarter, we expect our free cash flow to once again exceed EBITDA. Interest expense was $8 million in the third quarter, and depreciation and amortization and stock-based compensation were $12 million and $2 million, respectively. We expect these expenses to remain at similar levels in the fourth quarter. Adjusted corporate expenses were $5 million in the third quarter, and we expect them to be up modestly in the fourth quarter. We continue to have some tax expense, despite an overall net loss, as we are not recognizing tax benefits in loss-making jurisdictions, but continue to recognize tax expense for some international jurisdictions with income. Once we turn profitable in jurisdictions that are currently loss-making, we expect to have a relatively low tax rate as we begin to use our net operating losses. The face of our balance sheet shows a $122 million sequential decrease in long-term debt, comprised of the full repayment of $85 million of ABL credit facility borrowings and a $37 million reduction related to our debt exchange. The $37 million is comprised primarily of a $33 million debt discount and additional decreases related to debt issuance costs. The debt discount reflects the fair value discount on the 2025 notes under the accounting rules for debt extinguishments where we recorded the new debt at an estimated 90% of par. This discount and additional debt issuance costs will be amortized as additional non-cash interest expense over the life of the notes. For clarity purposes, the difference between the $33 million debt discount and the $29 million gain on extinguishment of debt recorded in the income statement relates to $3.5 million of early participation payments made to bondholders during the debt exchange. The 35% sequential decrease in drilling activity in the U.S. had a meaningful impact on our Drilling & Downhole segment as demand for drilling rig components and well construction casing hardware was significantly impacted. However, we are already seeing green shoots of activity in these product offerings as drilling rig count has increased by about 50 rigs after bottoming in August. Furthermore, in these product families, our Permian Basin sales teams are making strides to improve our market share, and we anticipate growing revenues going forward. Our subsea product line continues to penetrate the defense industry and offshore wind development, which has helped sustain overall subsea revenues despite ongoing declines in the offshore oil and gas spending. In the quarter, subsea revenues declined based on lower revenue recognized on the execution of existing backlog. Our artificial lift products are a bright spot for the segment. Demand for these products is more tied to well completion activity, and we saw a 30% increase in revenue for these products in the quarter. The increase in U.S. well completion activity also benefited our Completions segment. As our service company customers in pressure punting, wireline and coiled tubing services put their assets back to work, they increased spending on replacement and consumable items. We saw a large increase in revenue for wireline products, in particular, our Enviro-Lite greaseless wireline cable which increases the efficiency of our customers' operations. Demand for our stimulation products also increased in the quarter as customers replaced consumable items to put their fleets back to work. Finally, in the Production segment, our valves product line continued to feel the negative impacts of slow underlying demand, compounded by reductions in inventory across distribution channels. Orders in revenue in almost every part of the valves product line were negatively impacted. We believe the distributor destocking to be transitory and that underlying activity in the midstream and downstream markets will ultimately increase just as we have seen completions and drilling activity increase. That said, the valves business team took decisive action in the quarter to reduce costs and actually increased EBITDA in the quarter despite a meaningful decrease in revenue. Revenues for our production equipment product line were down, primarily due to the slowdown in shipments to our customers in the Mid-Continent and Permian basins. Orders, however, were up significantly in the product line as customers placed orders for future shipments in both oil and gas focused basins. As we head into the final quarter of a difficult year, I want to recognize Forum's incredible employees. The challenges we have experienced within our society, industry and company have been monumental. The Forum team has responded with resolve, persistence and determination. Looking back at the market during Q3, the trends between drilling and completion activities diverged a bit. After bottoming during Q2, and frac activity in the U.S. has more than doubled. While that increase was from a very low base, this contrasts with the U.S. drilling rig count, which bottomed halfway through the quarter but has increased far less from that point. This divergence drove demand for completions-focused solutions while drilling and well construction products lag. We saw the trend in Forum's bookings for products and solutions tied to well completions. They significantly increased quarter-over-quarter. This includes Enviro-Lite, our premium greaseless wireline cable, DURACOIL coiled tubing, and our natural gas production-focused GPU. We expect to see further growth for these solutions in the fourth quarter, especially as customers bring equipment back into service. Another product that witnessed increased demand in the quarter was SandGuard, our ESP sand management system SandGuard is part of our artificial lift offering, which is marketed as Forum Multilift Solutions. This line offers sand management, gas mitigation and cable protection systems that extend the life of our customers' artificial lift program. These solutions work on almost all types of artificial lift and are not tied to a certain brand of pump. Also, a great characteristic of this line in that it is driven by production. Demand comes from new completions and workovers. In fact, about 50% of our sales go into older producing wells. Forum Multilift Solutions generates strong results regardless of the level of drilling and completion activity. Another trend we continue to monitor is the buildup of drilling and completion equipment in the Middle East and Asia. This activity slowed a bit during Q3 due to COVID-19 travel restrictions. However, we expect activity to recover in Q4 as national oil companies, the Big four service companies and local Middle East providers resume operations. This will drive bookings and revenue for our premium drilling handling tools, mud pump consumables, blowout preventers and coiled tubing. Shifting to the cost side, we have significantly reduced expenses across the board. As Chris and Lyle have mentioned in their remarks, our cash costs have been reduced by nearly 50% since last year. However, in an environment where U.S. drilling rig count is expected to average between 300 and 400 units next year, more costs need to be taken out of the business. We are continuing to review our portfolio of products. We have a number of products that generate substantial profit even at low levels of activity. These products also deliver significant economic value to our customers, they are differentiated with limited competition, and they will grow strongly through the next cycle. We will continue to invest in these products to develop new technology and to take additional market share. Concurrently, given the expected level of activity next year, we will significantly reduce expenses for products that are not profitable with their current cost structures. We have begun and will continue to simplify, consolidate and potentially exit certain of these products. These actions are currently expected to be completed by early 2021 and will eliminate an additional $20 million to $30 million of annual expenses. After these actions are complete, we will have significantly lowered our breakeven EBITDA and enhanced our operating leverage. What a year 2020 has been for so many reasons. Who could have predicted negative oil prices resulting in a sudden stoppage in oilfield activity, driving the rig count to record low levels? But the worst is behind us from an oil and gas perspective. Operators have begun to ramp up their drilling and completion activity so they can try to sustain their oil production levels. Meanwhile, the U.S. gas market is looking better than it has in years. At Forum, our new orders turned up in Q3 for the first time in several quarters. This is the necessary precondition for our revenue to increase, which we expect to occur in Q4. As activity levels begin to recover, Forum's results will show a direct improvement. We expect our Q4 revenue to be at least as high as the $113 million generated in Q2, and we also expect our sequential incremental EBITDA margins to exceed 35%. With the recent changes to our debt structure, we now have a sustainable financial position and the cash resources to fund our growth. Our much more efficient cost structure means we will achieve an attractive earnings level at a much lower level of drilling and completion activity than in the past. ","q3 loss per share $0.19. " "We will also discuss certain non-GAAP financial measures. Participants in today's call include our Executive Director, Chris Pappas; Acting Chief Executive Officer, Steve Strah; and Senior Vice President and Chief Financial Officer, Jon Taylor. We also have several other executives available to join us for the Q&A session. For those of you who do not know Chris, he has been an Independent Member of the FirstEnergy Board since 2011 and he retired in 2019 as President and Chief Executive Officer of Trinseo SA. I appreciate the opportunity to participate in today's call. I'm going to start out by discussing the leadership transition the company announced last week, my role with the company and the Board's governance efforts. First, I will note that the DOJ investigation prompted a number of shareholder and customer lawsuits, and we are also responding to a subpoena we received from the SEC on September 2nd, related to the investigation in the FirstEnergy by the SEC division of enforcement. We are cooperating with the DOJ and the SEC. During the course of our internal review related to the ongoing government investigation regarding House Bill 6, the Independent Review Committee of the Board determined that three executives violated certain FirstEnergy Policies and its Code of Conduct. When we determine that employee conduct is inconsistent with our policy and values, no matter how senior the individual, we have a duty to take action, and that is what we have done here. As a result, FirstEnergy announced on Thursday that CEO Chuck Jones, along with Dennis Chack, Senior Vice President of Product Development, Marketing and Branding; and Mike Dowling, Senior Vice President of External Affairs, were all terminated effective immediately. Concurrently, Steve Strah, who many of you know from his roles as FirstEnergy's President and previously CFO, was appointed acting CEO. Steve has the experience, credibility and the support of the Board in this role. Steve is a highly respected executive with deep knowledge of FirstEnergy's business and significant operational experience. He became President in May 2020 as part of the company's ordinary course succession planning process. In his various leadership roles at the company, including his recent tenure as CFO and President, Steve has supported the execution of FirstEnergy's long-term customer-focused growth strategy and demonstrated his commitment to delivering value to all stakeholders, including employees, customers, communities and shareholders. I look forward to working closely with him in my new role as Executive Director. In this role, I remain an Independent Member of the Board and will also work closely with Don Misheff, our non-Executive Chairman, to assist management team's execution of strategic initiatives, to engage with the company's external stakeholders, including the investment community as appropriate, and to support the development of enhanced controls and governance policies and procedures. The Board is already conducting a full review of its governance and oversight processes to look for areas of improvement going forward. This is a serious matter for our Board and for FirstEnergy Management. In order to address this in a timely and effective way, the Board has formed a new subcommittee of our Audit Committee, to quickly assess and implement potential changes as appropriate in the company's compliance program. This effort will be led by independent Board member, Leslie Turner. Leslie retired as Senior Vice President, General Counsel and Corporate Secretary of The Hershey Company. She joined our Board in 2018 and is a member of the Audit and Compensation Committees. This new subcommittee will work with management, internal audit and also engage outside expertise for help and best practices. As I previously mentioned, we have and will continue to cooperate with the DOJ and SEC investigations. We have also reached out to company's key stakeholders, including the ratings agencies, banks, regulators, legislators and union leadership. We believe the actions the Board has taken, represent an additional step toward addressing these matters and enable's FirstEnergy's management to continue to focus on running the business day to day. FirstEnergy embarked on a strategy several years ago to become a fully regulated company and grow through the substantial opportunities available in both the distribution and transmission businesses. That strategy will continue. It is working and the foundational drivers are intact. The FirstEnergy organization at large has been delivering excellent results over the last few years and that continues with the strong performance year-to-date and the company's expectations for the full year. As we look ahead, the Board has full confidence in Steve and the rest of the team's ability to ensure a seamless transition and to continue to execute the company's strategy. While I would have preferred to have assumed my new role under different circumstances, I agree with Chris that the actions taken by our Board of Directors last week, were absolutely necessary and are an additional step toward addressing this matter. The management team is committed to working with the Board to assess and implement potential changes, as appropriate, with the company's compliance program. We take this as a serious and important matter and we will begin to address this immediately. In my 36 years with the company, we have faced challenges and changes, and we have always emerged stronger and even more dedicated to our mission. Our management team remains focused on keeping each other safe, providing reliable service to our customers and executing our growth initiatives. I am confident that we will continue to carry out this plan, finish the year strong and enter 2021 with momentum. I look forward to working with our team to achieve this. With that, let me transition to a brief update on our operations and recent regulatory activity, then Jon will review our results and other financial matters. While the pandemic continues to impact our work protocols, our customers' lives, and the economy, I am extremely proud of the hard work and resiliencies our employees have demonstrated throughout this crisis. We remain on pace to complete more than $3 billion in customer-focused investments across our system this year and our business model and rate structure continue to provide stability. Those results primarily reflect the successful implementation of our regulated growth strategies and favorable weather, together with a continuation of the pandemic-driven load trends we noted on our second quarter call. As Jon will discuss in more detail, the earnings impact of higher weather-adjusted sales from residential customers more than offset the lower usage in our commercial and industrial sectors. Based on our strong performance year-to-date and the expectations for the next couple of months, we are affirming our guidance range of $2.40 to $2.60 per share, and currently expect to be near the top end of that range. If decoupling is part of a House Bill 6 repeal, we would be closer to the $2.50 per share midpoint. We have updated our funds from operations and free cash flow forecast for 2020, to reflect the impacts of higher storm costs of approximately $145 million and higher costs associated with the pandemic, including uncollectibles of approximately $120 million, most of which are deferred for future recovery. Although the events of this past week and the government investigations create additional uncertainty, we are affirming our expected CAGR of 6% to 8% through 2021 and 5% to 7% extending through 2023, along with our plan to issue up to $600 million in equity annually in 2022 and 2023. With that said, we are mindful that the current situation may present additional challenges to meet this objective. Jon will address some tactics we are taking to address uncertainty created by the investigation. Now, let's turn to regulatory matters. In New Jersey, JCP&L filed an AMI implementation plan with the Board of Public Utilities in late August. If approved, we would begin installing 1.15 million smart meters and related infrastructure across our New Jersey service territory, over a three-year period beginning in 2023. Also, at JCP&L, last week, we were very pleased that the BPU approved our settlement in the distribution base rate case, as well as the sale of JCP&L's interest in the Yards Creek pumped storage hydro generation facility. The settlement provides recovery for increasing costs associated with providing safe and reliable electric service for our JCP&L customers, along with the recovery of storm costs incurred over the past few years. It includes a $94 million annual increase in distribution revenues, based on an ROE of 9.6%. The settlement also includes an agreement to delay the implementation of the rate increase until November 1st, 2021, to assist our customers during the pandemic. Prior to then, the rate increase will be offset through amortization of regulatory liabilities totaling approximately $86 million, beginning January 1st. The parties also agreed that the net gains from the sale of JCP&L's interest in Yards Creek, estimated at $110 million, will be used to reduce the regulatory asset for previously deferred storm costs. We expect to close the Yards Creek transaction within the next few months. This includes transmission assets in the West Penn Power territory in Pennsylvania, the Mon Power territory in West Virginia and the Potomac Edison territory in West Virginia, Maryland and Virginia. We are requesting an effective date of January 1, 2021. In addition, we created a new stand-alone transmission company, Keystone Appalachian Transmission Company or KATCo, to accommodate the new construction in this footprint. In closing, while I find it disappointing that we have arrived at this point, I have great confidence not only in the management team but in the full support of the Board of Directors; and together, we're committed to lead this company out of it. I'd like to reiterate that our regulated growth strategy is strong. It is working and it is moving forward, and I am committed to working with management and the Board to address changes to our compliance program. As always, all reconciliations and other detailed information about the quarter can be found in the Strategic and Financial Highlights document on our website. While we traditionally file the 10-Q in connection with our call, we don't expect to file it this week, as we continue our review and closing procedures to ensure we provide appropriate disclosure. Also, as we noted in Friday's 8-K, the violations of certain company Policy and Code of Conduct by the terminated executives, has caused us to reevaluate our controls framework and that could lead to identifying one or more material weaknesses. However, based on our review of these issues, we do not expect any impact to prior period financial results. As Steve noted, operating earnings were a $0.01 above the top end of our earnings guidance range, largely reflecting the ongoing success of our regulated growth strategy, as well as benefits from weather. In the distribution business, revenues increased compared to the third quarter of 2019, as a result of higher weather-adjusted residential usage and incremental rider revenue driven by our capital investment programs in Ohio and Pennsylvania. Total distribution deliveries decreased compared to the third quarter of 2019, on both in actual and weather-adjusted basis. Cooling degree days were approximately 21% above normal and relatively flat to the third quarter of 2019. Total residential sales increased 5.3% on a weather-adjusted basis compared to the same period last year, as many people continued to work-from-home and spend more time at home due to the pandemic. In the commercial customer class, sales decreased 5.5% on a weather-adjusted basis compared to the third quarter of 2019. And in our industrial class, third quarter load decreased 6.3% compared to the same period last year. Consistent with the trends we've seen for the past 12 months, the only sector showing growth in our footprint was shale gas. As we discussed last quarter, the increased residential volumes more than offset the decrease in commercial industrial load from a revenue perspective. In our transmission business, earnings were flat compared to the third quarter of 2019, as the earnings growth associated with our energizing the future transmission initiative were offset by higher net financing costs and the absence of a tax benefit recognized in the third quarter of 2019. And in our corporate segment, our results primarily reflect higher tax benefits compared to the third quarter of 2019. In the fourth quarter, we will make our annual pension and OPEB mark-to-market adjustment. Based on the asset returns through September 30th and a discount rate ranging from 2.7% to 3%, we estimate that adjustment to be between an after-tax loss of $330 million to a gain of $40 million. As a reminder, this is a non-cash item. Year-to-date, our return on assets is 9.2% versus our assumption of 7.5% and our funded status remains at 77%. As Chris mentioned, we proactively reached out to the three rating agencies last week to discuss within the leadership transition and our path forward. While we believe the fundamentals of our business remain strong, we understand there are certain management and governance factors that the agencies consider in the risk assessment, which ultimately impact the credit ratings. The rating agencies have taken numerous actions and we have provided all the details in the Investor Factbook. FE Corp remains at investment grade with both Fitch and Moody's. At S&P, while we are not investment grade at FE Corp or FirstEnergy Transmission, all other subsidiaries remain investment grade at their issue-level ratings. We will continue to maintain our open dialog with each of the agencies and remain in close contact with them as we chart our path forward. Finally, I'll take a few minutes to review other financial considerations and tactical changes we are making to address the uncertainty created by the investigations. First, from a liquidity perspective, I'll remind you that we continue to have access to $3.5 billion of credit facilities committed through December 2022. In addition, we expect our holding company debt to remain around 35% of total adjusted debt and we have no plans to increase debt at the FirstEnergy HoldCo. To further refine expectations for 2021, I want to make a few comments about the dividend and reaffirm our dividend policy. Two years ago, at EEI, we announced a targeted payout ratio of 55% to 65% of our operating earnings. In alignment with that policy, our Board raised a quarterly payout by $0.02 per share for dividends paid in 2019 and then by $0.01 per share for those paid in 2020. Given our current yield of approximately 5%, we expect to hold our quarterly dividend at $0.39 per share or $1.56 per share on an annualized basis for next year. This would represent a 59% payout ratio to our CAGR midpoint for 2021. The Board will continue to review the dividend on a quarterly basis. From a tactical perspective, our 2021 base O&M is flat to 2020 levels, and we assume begin developing plans for reductions to operating expenses, if necessary. With respect to our overall capital programs, for 2021, our capex programs will be at the $3 billion level and we will consider reductions if necessary. Equity continues to be a part of our overall financing plan. As Steve said, we are reaffirming our plan to issue up to $600 million in equity annually, in 2022 and 2023, and we will take the necessary actions financially to weather this uncertainty and put the company in the best position possible. We believe these steps are prudent to provide flexibility as we face uncertainty in the near term. I know you have many questions. We are not going to provide more information at this time. The Board and management view this as a serious and important matter, and our newly appointed subcommittee of the Audit Committee, led by Leslie Turner, as well as management and Internal Audit, will address this immediately. FirstEnergy strategy is working and delivering results as shown in our third quarter 2020 results and our outlook going forward, but matters related to the investigation will add uncertainties to the future financial results of the company. The tactical financial changes that Jon described earlier, are prudent to provide flexibility as we face uncertainty in the near term. And now, we'll open to questions-and-answers. ","sees fy 2020 non-gaap operating earnings per share $2.40 to $2.60. remains on track to achieve 6% to 8% compound annual operating earnings growth from 2018 to 2021. " "We will also discuss certain non-GAAP financial measures. Participants in today's call include our President and acting Chief Executive Officer, Steve Strah; Senior Vice President and Chief Financial Officer, Jon Taylor; and our Executive Director and independent Board member, Chris Pappas. We also have several other executives available to join us for the Q&A session. Before I get into our results, I wanted to kick off the call with a few words on a critical area of focus for FirstEnergy. Taking appropriate actions to address our recent challenges and fostering a strong culture of compliance, ethics and integrity, we are deeply committed to creating a culture in which compliance is endemic in second nature and where our leaders prioritize and encourage open and transparent communications with all of our stakeholders. This focus is absolutely essential for our success as an organization. Our commitment starts at the top and extends throughout the organization. We are working to ensure that every leader is actively engaged in setting the proper tone and creating an environment where not only our words, but our actions align with our core values and behaviors. We're building a world-class compliance function to underpin this effort, including bringing on Hyun Park as our new Senior Vice President and Chief Legal Officer in January. Hyun is the right person to step into this role at this time, and he will be instrumental in driving this cultural shift. We will also be appointing a Chief Ethics and Compliance Officer, who will manage a dedicated team of compliance professionals and enhance our efforts to improve our compliance function by shifting from a decentralized to a more centralized model. In addition, we'll be designating compliance ambassadors throughout the company to act as boots on the ground, ensuring the entire organization understands the critical importance of compliance and what it means for each individual. We are also making significant changes in our approach to political and legislative engagement and advocacy. Our activity in this space will be much more limited than it has been in the past, with closer alignment to our strategic goals and with additional oversight and significantly more robust disclosure. With this additional transparency, my goal is to make it crystal clear exactly what efforts we support. These efforts, together with enhanced policies and procedures, will help to bring additional clarity around appropriate behaviors at FirstEnergy. And through enhanced communications, training, and most importantly, our actions, we are dedicated to reemphasizing that every employee at every level has the responsibility to consistently act in accordance with our core values and behaviors and to speak up if they see inappropriate behavior anywhere in the organization. At the same time, we're taking decisive actions to rebuild our reputation and brand and focus on the future. This includes the decisions recently made with respect to Ohio that I'll talk about shortly. And while we don't control the time line related to the DOJ and SEC, we will continue to cooperate fully with these government investigations and remain focused on the matters that we can control. But be assured that both management and the Board will be relentless and take the steps needed to position our company for long-term success. Now turning to earnings. Today, we reported 2020 GAAP earnings of $1.99 per share and operating earnings of $2.39 per share. On Tuesday, we announced several proactive steps we're taking to resolve a range of regulatory proceedings affecting our Ohio utilities. These include our previously announced agreement with the Ohio Attorney General, along with the decision not to seek recovery of lost distribution revenues. This resulted in a charge of $0.15 per share in the fourth quarter. Absent this charge, our 2020 operating earnings would have been $2.54 per share. Well above the midpoint of our most recent guidance range and reflective of our strong performance last year. While this was a difficult decision, we are confident it was the right decision. We believe resolving these matters in a comprehensive manner is a critical step to demonstrate our commitment to transparency and integrity in every aspect of our business, while taking steps toward removing uncertainty relating to our current Ohio regulatory matters. And in the interest of providing additional transparency, today's investor materials will include more information about regulatory ROEs in each of the states we serve. We remain excited about the significant investment opportunities that will continue to drive solid earnings and growth in the years ahead. When we have further clarity in Ohio, and with the ongoing government investigations, we intend to resume providing a long-term growth rate that should be consistent with traditional utility growth rates and similar to what we have provided in the past. For now, we are focusing on this year and we have introduced 2021 operating earnings guidance of $2.40 to $2.60 per share. Because we have a lot of ground to cover today, including: our solid operational performance last year, even in the face of the pandemic; our strategy for 2021 and beyond, including our commitment to building shareholder value; and the work we're doing to position the company for the future. Our fundamental performance continues to be excellent. We continued making demonstrable progress on our strategic goals, and we had an exceptional year from a safety perspective. Even with about half of our employees working from home and the others adopting new health and safety protocols, the FirstEnergy team has remained laser focused on providing safe and reliable service to our six million customers. I am deeply proud of the team's resilience and commitment, especially in light of the turbulence that marked the year. Our results in 2020 reflect our commitment to strong operations as well as the stability provided by our diverse footprint and our wires-focused platform. Last year, we also successfully executed our plan to invest $3 billion in our distribution and transmission systems as we continued our reliability in grid mod program to benefit customers. We believe our robust long-term organic growth opportunities are well aligned with the focus on electrification and the critical role the grid plays in supporting the transition to a carbon-neutral economy. These opportunities and our goals that support them are included in our strategic plan, published last month and available on our website. I hope you have taken some time to review it. This updated plan addresses our unwavering commitment to transparency and accountability and identifies old goals for key areas of our business. These goals are aligned with our core values and behaviors, our regulatory strategy and our commitments to our customers, communities and investors as well as environmental stewardship. Among these objectives outlined in the plan is our pledge to achieve carbon neutrality by 2050. This ambitious goal reflects our transformation to a regulated electric utility and our responsibility to help create a sustainable energy future. The strategic plan also addresses our continued commitment to build a more diverse and inclusive workplace. We've had a D&I-focused KPI for three years now and we are taking even more aggressive steps to make progress in this area. We're excited to pursue a 30% increase in our number of racially and ethnically underrepresented employees by 2025, both overall and at the supervisor and above level. We believe this will help accelerate our transformation into an innovative, diverse and sustainable company and drive an important shift in our corporate culture. We recently completed our fourth companywide survey of all employees. Overall, I'm proud to say we scored relatively well on many fronts, but we certainly have more work to do. One area identified for improvement is listening and valuing the opinions of our employees. We want employees to feel empowered to voice their opinion on important issues and my team, with guidance and support from the Board of Directors, is addressing this head-on. We view this work as central to strengthening our compliance program and a culture of ethics, integrity and accountability. I'd like to explain my approach to driving this change, and perhaps we could use the company's safety culture as an analogy. Several years ago, we had concerns that our safety culture was trending in the wrong direction. Management led a significant effort with our employees to put in place new programs and training. And to consistently demonstrate that safety is and will always be an unwavering core value. These efforts ultimately instituted a cultural shift in how we all understood the critical importance of safety. We want that very same cultural shift to occur as it relates to compliance and ethics. As we look ahead, I feel confident in our path forward. We have a strong foundation. Our fundamentals are solid, and our strategies are proven. And we are building on that with a relentless focus on making FirstEnergy a better company as we work to rebuild trust, work to achieve financial results and deliver for our customers and investors. We recognize that changes won't happen overnight. They happen over time, just like the evolution in our safety culture I spoke about earlier. I'm confident we will emerge a stronger, better FirstEnergy. First, I'd like to reiterate the Board's strong support of Steve and recognize the hard work he and the rest of the team are doing. We commend their willingness to learn from the past and their absolute commitment to take this company forward on a new path, all while executing the company's strategy and keeping operations and financial results on solid footing. The Board and management team are focused on a critical objective: to move forward from the past actions of certain former executives; and to take the steps necessary to improve the tone at the top, culture of ethics and integrity and the way we do business. Steve talked about a lot of the important work that is being driven by the new management team. Likewise, the Board is committed to strengthening every part of FirstEnergy's culture and taking the necessary steps to reestablish credibility. Together, we have made much progress on the issues that confronted the company several months ago. And at the same time, we recognize there is more work to do. I'd like to recap some of the steps that the Board has been actively engaged in to drive improvements in our culture of compliance. First, the Board promptly put in place an independent committee with external counsel to oversee the internal investigation and to monitor the status of the various regulatory and legal matters facing the company. The independent committee, which currently is made up of the entire board, meets frequently and regularly. The Board acted as swiftly in the removal of five executives, named Steve Strah as acting CEO, established an Executive Director role and expanded the role of the Board's share, all to assist management and the Board with the dynamics we faced in the first months of the investigation. The Board unequivocally endorsed the principle of full cooperation with both the DOJ and the SEC on the matters related to the investigation. And through our own internal investigation, led by independent counsel, has supported intensive analysis. The Board established a compliance oversight subcommittee of the Audit Committee with independent counsel and leading compliance advisors to analyze and improve the compliance policy and culture at FirstEnergy. Steve mentioned some initial output from this work earlier. In addition, the Board established a number of working groups to oversee and support various work streams, including communications, recruiting and financial flexibility. And to that point, management has initiated a project called FirstEnergy Forward, a transformational effort to change the way the company does business. The objective of this project is to transform the company for the future, but it will also provide near-term financial flexibility. Jon will discuss this later on the call. We know there is particular interest in the status of the internal investigation. Hopefully, my earlier comments give you a sense of the intensity and the magnitude of the work that has occurred within the company and with the benefit of extensive external independent support. Our internal investigation continues to be thorough and robust. And includes assistance from external law firms who are supported by several other consultants. The ongoing investigation has not resulted in any new material items not previously disclosed. In the course of the internal investigation, we did identify certain transactions, which, in some instances, extended back 10 years or more, including vendor services that were either improperly classified, misallocated to certain of utility or transmission companies or lacked proper supporting documentation. These transactions result in amounts collected from customers that were immaterial to FirstEnergy, and our utility and transmission companies will be working with the appropriate regulatory agencies to address these amounts. Our internal investigation will also continue to address any due developments in connection with the ongoing DOJ and SEC investigations. More importantly, we are increasing our focus on another critical aspect of our work, moving FirstEnergy forward. The fresh perspective of Hyun Park and a new Chief Ethics and Compliance Officer will be invaluable to creating an environment where the entire team is committed to embracing the right behaviors and embedding a strong culture of compliance. He will also join the executive team on a transitional basis as Executive Director and act in advisory capacity to support efforts to achieve the company's priorities: restore its reputation and strengthen its overall governance and compliance functions. John is a 40-year industry executive with extensive energy experience in navigating complex challenges and driving strong corporate governance. Bringing John into this full-time role means that I will step back from the Executive Director position I've held since October and return to my regular duties as an independent Board member by April 1. And importantly, we will continue to fully support the management team as it transitions FirstEnergy to the future as a more resilient company. Despite the challenges the company has faced, FirstEnergy's operating fundamentals are strong, and we have a great platform of assets. Together, we have put in place a robust plan to move forward and to position FirstEnergy as an industry leader. One, we know it can be and one that will deliver excellent value to its customers and shareholders. We look forward to working together alongside with management in this effort. Today, I will review our financial results and expectations and provide an update on several other financial matters. Our operating results include the charge at our Ohio utilities that Steve mentioned earlier. Absent this charge, our results reflect continued rate base growth related to our transmission and distribution investment programs, a favorable mix of customer usage reflecting the impact of our residential customers staying at home and higher expenses mostly associated with the pandemic. Additional fourth quarter data is available in the supporting materials on our website. As Steve mentioned, we reported 2020 GAAP earnings of $1.99 per share and operating earnings of $2.39 per share, which compared to 2019 GAAP results of $1.70 per share and operating earnings of $2.55 per share. In our distribution business, in addition to the $0.15 charge at our Ohio utilities, results for 2020 as compared to 2019 reflect the absence of Rider DMR in Ohio, which was in place for the first half of 2019 and higher operating costs. These were partially offset by higher revenues from increased residential usage as well as earnings from our distribution enhancement programs. Although total weather-adjusted sales decreased 2% in 2020, normal usage from our residential customers increased 5% for the year, which from an earnings perspective more than offset the 6% decrease in commercial and industrial loan. While this shift has moderated as the pandemic wears on, we have seen higher weather-adjusted residential usage relative to our latest forecast in the 2% to 4% range with flat to slightly higher C&I usage. In our transmission business, approximately $550 million in rate base growth drove stronger results, which were partially offset by higher financing costs, the impact of transmission rate true-ups and the absence of tax benefits recognized in 2019. And finally, at our corporate segment, full year 2020 results primarily reflect higher corporate expenses, higher interest costs and a lower consolidated tax rate. Today, we are providing 2021 operating earnings guidance of $2.40 to $2.60 per share and first quarter operating earnings guidance in the range of $0.62 to $0.72 per share. Our expectations for the year include capital investments of up to $3 billion, with 100% of the $1.2 billion in transmission investment and approximately 40% of the $1.7 billion in distribution investment being recovered in a formula rate. Our transmission plan includes continued expansion of our Energizing the Future program. In December, FERC accepted our proposed tariff revisions for the transmission assets of West Penn Power, Mon Power, and Potomac Edison as well as the new Keystone Appalachian Transmission Company known as KATCo, pending the outcome of the settlement and hearing process. Other key drivers for 2021 include the impact from the base distribution case at JCP&L, continued investment in our distribution enhancement programs and lower operating costs. We expect these drivers to be partially offset by higher interest expense, which includes close to $0.04 per share associated with the step-up on $4 billion of holding company bonds, and $0.05 per share associated with our revolver borrowings that I'll address in a moment. Additionally, our load forecast has a more typical usage profile for our residential customers and a slower recovery to pre pandemic levels for our C&I customers. Equity remains a part of our overall financing plan, and we are affirming our plan to issue up to $600 million in equity annually in 2022 and 2023, and we will flex these plans as needed. We remain committed to maintaining adequate liquidity for our distribution and transmission subsidiaries. At year-end, our liquidity was approximately $3 billion, with $1.7 billion of cash on hand and $1.3 billion of undrawn capacity under our credit facilities. We currently have $2.2 billion of short-term borrowings, of which approximately $2.1 billion was incurred in November as a proactive measure to increase our cash position to preserve financial flexibility. And we have committed to our bank group that as we work through our financing plan, we expect to reduce short-term borrowings with the timing and amount dependent on a number of factors. Our current maturities of long-term debt remain manageable with only $74 million maturing in 2021. We remain in close contact with the rating agencies who are intensely focused on governance and the actions we are taking to strengthen our compliance environment and controls. Improving our credit metrics at FirstEnergy, while committed -- committing to return to investment grade as quickly as possible and maintaining the strong credit ratings at our utilities are key priorities. We are targeting future FFO to debt metrics in the 12% to 13% range at the consolidated level as we work to address some of the uncertainties that Chris and Steve mentioned. We know how important the dividend continues to be for our investors in accordance with our target payout ratio of 55% to 65%. The Board declared a quarterly dividend of $0.39 in December, payable March 1. And as we mentioned on our third quarter call, our intent is to hold the 2021 dividend flat to the 2020 level of $1.56 per share, subject to ongoing Board review and approval. The Board will obviously need to consider the entire landscape of the investigation process before each quarterly dividend is declared. Finally, Chris mentioned that we've kicked off a project, FE Forward, that I see transforming FirstEnergy into a more efficient and effective industry leader, delivering superior customer value and shareholder returns. In partnership with McKenzie, employees across FirstEnergy are challenging organizational traditions, conventional wisdom and cultural norms. At the same time, we are focused on modernizing our management practices, processes and digital and technology platforms to deliver a superior customer experience and a much more nimble organization for the future. While we view this as a transformational effort, we expect to naturally deliver efficiencies that will help us address whatever comes our way in the future, while meeting all of our regulatory commitments. Beyond these benefits, we expect that this transformation will provide us the ability to reinvest in our business, our customers and our employees to become a better technology-enabled leader in the industry, committed to innovation, investments in emerging technologies and to support a smarter and cleaner electric grid. While this project is not the only step in our journey, it's a critical one. The eight-week information gathering phase of the project included intense and robust employee engagement to better understand how we work and how we can do it better through the use of more modern technology, digital and mobility tools and the use of data and analytics. As we enter into the next phase of this effort, we will again engage employees throughout the company to review and assess each opportunity and build out the plans to transform FirstEnergy. Over the next few months, we will build out specific actions for the future, which we look forward to sharing. We received a letter dated February 16, 2021, from Icahn Capital, informing the company that Carl Icahn is making a filing under the Hart-Scott-Rodino Act and has an intention to acquire voting securities of FirstEnergy an amount exceeding $184 million, but less than $920 million, depending on various factors, including market conditions. We do not know whether Carl Icahn and his affiliates have acquired shares of FirstEnergy common stock and/or derivatives, and we do not know his intentions with respect to our company. The letter represents our only contact with Icahn Capital and we don't have any additional information to share. ","affirmed its plan to issue up to $600 million in equity annually in 2022 and 2023. sees fy 2021 non-gaap operating earnings per share $2.40 to $2.60. sees q1 non-gaap operating earnings per share $0.62 to $0.72. " "We really appreciate you joining us on such a busy day. You can find our earnings materials on our website at ir. Additionally, you need to be aware that our comments will refer to adjusted, results which exclude the impact of notable items. These are non-GAAP measures. And last, but not least, you need to understand that our comments reflect our current views and that we aren't obligated to update them. And with that, I'll hand things over to Bryan. I'm pleased with the continued progress across our company this quarter and believe that our results demonstrate the benefit of our more diversified model. Our attractive base of specialty businesses and higher growth markets are starting to drive our performance. We delivered earnings per share of $0.50 a share and a return on tangible common equity of over 18% on an adjusted basis, despite the near-term headwinds that the industry is facing with continued pressure on short-term rates and strong competition given growing levels of excess liquidity and muted loan demand. Given the continued improvement in the macroeconomic environment as markets reopen, I'm increasingly confident that our client-focused value proposition with a broad product set positions us well to be nimble and focus on the key segments where we can differentiate. As a result, there were several bright spots in the quarter that I think are worthy of noting. Our net interest income was down in the quarter given expected reductions in net merger-related and PPP portfolio benefits. We generated core net interest income growth of 1% with underlying loan growth of 1%, which was driven by a commercial loan growth of 2%. We continue to see momentum in our commercial pipelines and the quarter ended with unfunded commitments up 5% to just over $19 billion. Our team remains strongly focused on serving clients and anticipating their needs to continue to deepen relationships across our expanded footprint. Our net interest-bearing deposits declined 3 basis points -- our net interest deposit cost declined 3 basis points in the quarter. The team is intensely focused on moving our costs toward peer median, and we think we are well positioned to hit the target sometime next year. It's also important to note that we're well positioned to benefit in a rising rate environment and ended the quarter with interest rate sensitivity profile of a 16% increase in net interest income and a 100-basis point shock across the yield curve. And while we expected total fees to be down given relatively healthy levels of fixed income and mortgage banking fees last quarter, we also saw a return to more normalized levels in traditional banking fees, which were up 2% in the quarter with particular strength in wealth on strong annuity sales. Credit quality continues to be excellent with improvement in the overall quality of the loan portfolio highlighted by net charge offs of only 2 basis points and a 47% decrease in loan balances on deferral in the quarter. That, coupled with improving macroeconomic environment, drove another robust reserve release with a provision credit of $85 million in the quarter. This was a 26% decrease in the provision benefit this quarter versus last quarter. Given the impact of CECL, as we look ahead, provision expense will likely be a headwind for us and the industry overall. As our capital levels remain strong with a CET1 ratio of around 10.1%, we increased our capital return by nearly 60% in the quarter, repurchasing 9 million shares of common stock and ended the quarter with a tangible book value per share of $10.88. And despite the difficult decision to delay the systems integration until February of next year, we continue to execute on the objectives of the MOE, with strong progress on integrating systems and aligning products and capabilities, including piloting a new digital platform for treasury services, launching new relationship and banker profitability tools, and completing the first round of banking center consolidations. Given some higher cost tied to integration of our platforms along with higher costs due to markets reopening, much of which is marketing, as well as the seasonality and the idiosyncratic items, our expenses were up 3% in the quarter. However, as Anthony will cover later, we expect expenses to moderate in the fourth quarter. Alongside our integration efforts, we continue to invest in technology and people to drive revenue synergies and expense efficiencies, and thus far we've identified approximately $35 million in revenue synergies tied to the merger. We remain confident in our ability to deliver at least $200 million in net annualized savings by the fourth quarter of next year. As we begin to look ahead in the next year, I'm increasingly optimistic about the pace of the macroeconomic recovery as the world emerges from the pandemic and that the power of our combined organization will continue to be increasingly evident. I'm very grateful for the dedication and hard work of our associates as they continue to work to deliver value for all of our constituents; clients, communities, and shareholders and help drive the momentum to achieve our long-term performance objectives. And now, Anthony will run through the financial details. Slide 6 provides the highlights of the quarter, most of which Bryan has already covered. Overall we continue to make solid progress across the combined organization, and we're pleased to see evidence of the power of the MOE starting to emerge. I'll briefly touch on slide 7 where we outline the notable items in the quarter which reduced our results by $51 million after-tax or $0.09 per share. In addition to merger-related notable items of $44 million, we recorded $23 million of non-cash, pre-tax costs tied to retiring legacy IBERIABANK trust preferred securities in the quarter and expect to record an additional $3 million next quarter. The redemptions will reduce interest expense by about $5 million annually with an expected payback of approximately five years. Slide 8 provides an overview of our adjusted financials for the quarter. We generated PPNR of $284 million as underlying improvement in core net interest income and traditional banking fees was masked by the impact of expected declines in net merger-related and PPP non net interest income along with lower fixed income and mortgage banking fees. Adjusted expenses of $480 million moved higher largely reflecting idiosyncratic items tied to strategic investments and additional costs we incurred tied to markets reopening. Given continued improvement in the macroenvironment, overall credit quality, and muted loan growth, we posted a credit to provision of $85 million, which was down from $115 million credit last quarter. This reduction drove a $0.04 decline in EPS. But overall, we continue to post healthy returns with an adjusted return on tangible common equity of 18.4% and 14% before the impact of the provision credit. As Bryan mentioned, tangible book value per share came in at $10.88, up 1% as GAAP net income was largely offset by a $0.23 impact tied to the return of capital and a $0.07 decline tied to the mark-to-market on the security portfolio in OCI. Moving to slide 9, net interest income was down $5 million linked quarter given the expected decrease tied to lower merger accretion and PPP portfolio balances, core net interest income was up 1% as the benefit of lower deposit cost, day count, commercial loan growth, and higher investment portfolio income was partially offset by continued declines in consumer loan balances and overall loan spread compression, given the continued reductions in LIBOR and the competitive landscape. During the quarter, we ramped up our security purchases to put more excess cash to work and added around $400 million on a spot basis at a yield of around 1.5%. As a result, our securities to interest-earning assets ended the quarter at 11%, up 1%. Our current plan is to put a total of $1 billion of excess cash to work in securities by year-end, and we will continue to reevaluate opportunities to redeploy additional cash as we move forward. Reported NIM was down 7 basis points linked quarter with core NIM down 8 basis points, driven by a 5 basis point impact tied to higher excess cash. We ended the quarter with excess cash of $14 billion, up from $12.7 billion in the second quarter. Core NIM was also lower given a 2 basis point reduction in interest recoveries on nonaccrual loans, as well as overall spread tightening with new origination spreads down around 15 basis points linked quarter, which collectively translated to about 3 basis points of pressure on the margin. We also generated a 2 basis point benefit to the margin with further improvement in the deposit mix for the DDA and a decline in interest-bearing deposits. I would also note that this quarter we added disclosure to the relationship of core net interest income to risk-weighted assets to help illustrate the impact of NII, excluding the excess cash position. Under this view, you can see that year-over-year, the metric is down about 10 basis points compared to the core margin, which is down about 40 basis points. And on slide 10, let's cover the puts and takes on fees. Headline fees were down around 7% in the quarter. This reflected anticipated declines in other non-interest income and fixed income and mortgage that were partially offset by growth in brokerage trust and insurance tied to higher annuity sales, as well as higher service charges and fees as an increase in transaction volume and higher leasing income tied to terminations helped to mitigate the impact of a recent change in our NSF pricing structure. Fixed income average daily revenue came in at $1.3 million compared with $1.4 million last quarter. Mortgage banking and title fees were down $4 million given continued spread tightening and our focus on driving more of our originations on balance sheet. While overall originations were down 11% for the quarter, portfolio originations were up 5%. The reduction in our other non-interest income was driven by an $11 million decrease in security gains tied to a legacy IBKC investment in the second quarter. With regard to service charges, we recently began aligning key features across the legacy institutions approach to service charges, with the goal of simplifying and streamlining the experience for our clients. The new program was launched in late August at First Horizon, with the remainder of the change occurring following the system conversions in February for our IBERIABANK franchise. Over time, we expect the changes to reduce our overall NSF overdraft fees in the range of $9 million to $10 million annually, with changes going into production in August for First Horizon and with the February conversion for the IBERIABANK clients. Adjusted expenses totaled $480 million, up $15 million in the quarter, largely because of seasonality and some idiosyncratic costs related to strategic investments and additional costs related to markets reopening, which was slightly offset by $1 million tied to incremental merger cost saves. Personnel expense decreased $4 million linked quarter with salaries and benefits stable as a $4 million FICA credit helped mitigate the impact of day count, seasonally higher medical cost, and labor supply constraints. Incentives and commissions remained relatively stable as a $3 million increase from pandemic-related vacation carryover partially offset lower revenue base payouts in fixed income and mortgage. I should note that as we continue to shift more of our mortgage originations on balance sheet, you will see a reduction in mortgage fee income without a corresponding reduction in incentives. Additionally, higher contractor cost tied to investments in new systems, largely in areas like treasury solutions and business banking online, as well as increased advertising spend given our reopening of markets, pushed outside services up $9 million. And finally, other non-interest expense was up $11 million in the quarter driven by higher tax credit related contributions, a $2 million increase in fraud cost, and higher travel and entertainment costs also for markets reopening. We are focused on driving efficiencies and identifying opportunities to redeploy expenses toward areas which provide higher growth for the organization, particularly post the systems conversions in February. On slides 12 and 13, we cover our balance sheet profile. Excluding PPP balances, which were down $1.8 billion in the quarter, average loans increased 1% in the quarter. And as Bryan mentioned, this reflected commercial growth of 2%. Our pricing strategies in the mortgage warehouse business helped deliver a 7% increase in balances with purchase volume up 3 percentage points linked quarter to 56%. Additionally, we continue to see traction in other specialty businesses with growth in asset-based lending, equipment finance, and franchise finance, somewhat offset by reduction in commercial real estate, given higher levels of refinancing activity from the capital markets. This is being somewhat offset by continued pressure in retail real estate secured refinancings, which drove a 1% decline in consumer loans, but we're reviewing opportunities to increase our recapture of these with refi opportunities. Overall, we are pleased to see the path of the economic recovery and the increased activity levels across our footprint translate to this level of loan growth. On the liability side, we saw a continued inflow of deposits, driven by a $1.1 billion average increase in DDA, or 4%, which helped to further improve the mix of deposits. And with interest-bearing deposit costs down 3.3 basis points to 17 basis points for the quarter, our total funding costs improved 2 basis points. As Bryan mentioned, we are intensely focused on driving our interest-bearing deposit costs down toward peer median levels. On slide 14 and 15 we provide information on the asset quality and reserves where we continue to see exceptional low levels of charge-offs in non-performing loans and our allowance coverage of loans is healthy at 1.45% and 1.65%, excluding loans to mortgage companies and the PPP portfolio. Additionally, when you consider the unrecognized discount on acquired loans, our total loss absorption is roughly 2%, which is very strong. Turning to capital on slide 16. Our CET1 ratio of 10.1%, down from 10.3% in the second quarter tied to the accelerated share repurchases in the quarter, loan growth, and higher unfunded commitments. As Bryan mentioned, we returned $224 million in capital to common shareholders during the quarter, including $142 million, or 9 million shares of common stock repurchases. Moving on to merger integration on slide 17. While we had to delay the core systems conversions to early next year, we continue to make substantial progress across a number of fronts. During the quarter, we completed a couple of conversion events and completed our wealth and trust and credit card conversions, finalized the mortgage system conversion, and launched a pilot of our new online banking platform for commercial customers. We achieved $96 million in annualized run rate savings against our net target of $200 million. Additionally, we continued making solid traction on revenue synergies and have thus far identified roughly $35 million of annualized revenue synergies that are tied to commercial loans and additional synergies tied to debt capital markets, mortgage, and private client wealth. We are extremely focused on retaining and growing our client base by continuing to enhance or expand our set of products and services. On slide 18, we provided our fourth quarter outlook. We expect NII to be down at the high end of the low-single-digit range with average interest-earning assets and loans down modestly given the outlook for reduced merger accretion and PPP benefits and continued low rates. We expect to continue to see modest loan growth, excluding PPP, and that we will see benefits as we continue to lower deposit costs. At period end, we had a total of $2 billion in PPP loans, including $600 million related to Round 1 and total PPP fees of $45 million. We expect the vast majority of the Round 1 portfolio to be forgiven by the end of the year and that the Round 2 will largely be forgiven by the third quarter of next year. Regarding non-interest income, we expect fee income to be down in the high and the mid-to-high single-digit range with additional decreases tied to our NSF pricing changes and seasonally lower mortgage and wealth fees, as well as further moderation in fixed income. We expect non-interest expense to decrease in the low-single-digit range with higher third quarter levels, which included investments, seasonality cost tied to markets reopening, and some idiosyncratic items. And our outlook calls for charge-offs to be in the range of 5 to 15 basis points and that it's reasonable to see continued reserve outflows near term. Finally, we expect our CET1 ratio to remain in the 9.5% to 10% range. As Bryan mentioned, we feel good about our positioning and our ability to perform well given the current economic environment. Finally, slide 19 includes our short- and long-term objectives. We believe our more diversified model and highly attractive franchise will continue to deliver revenue synergies and loan growth. Our MOE objectives to complete the systems integration and to identify other expenses to redeploy to higher-growth and higher-return opportunities will allow us to continue to support the dynamic digital needs of our clients and associates and drive continuous improvement in productivity and efficiency beyond the integration. And as we continue to actively manage capital, our balance sheet, and credit quality performance position us well to continue to deliver attractive results near term and into the future. And with that, I'll give the call back to Bryan. I'm excited about the momentum in the results of the combined organization and what we've achieved this quarter. The power of our attractive franchise, with the benefit of a more diversified business model in higher growth markets, is evident in our results. The progress we have made toward our merger integration objectives continues to deliver revenue synergies, provide our clients with improved products and technology. As the macroeconomic environment continues to improve, our capital structure and risk management infrastructure positions us to deliver higher growth and top-quartile returns into the future. I am grateful again to our associates for their dedication toward building and strengthening client relationships and supporting our communities, and I am confident in our ability to become a top-performing regional bank and to drive enhanced shareholder value. ","compname reports third quarter net income available to common shareholders of $224 million, or earnings per share of $0.41; $275 million, or $0.50, on an adjusted basis*. q3 adjusted earnings per share $0.50. qtrly net interest income of $492 million declined $5 million, or 1% from second quarter 2021. expect to fully integrate systems in february 2022 given hurricane ida impact. on track to deliver about $200 million of targeted annualized net cost saves by 4q22. qtrly provision for credit losses was a benefit of $85 million. " "Gary Norcross, our Chairman, President and CEO, will discuss our operating performance and share our strategy to continue accelerating revenue growth and maximizing shareholder value. Woody Woodall, our Chief Financial Officer, will then review our financial results and provide forward guidance. Bruce Lowthers, President of Banking and Merchant Solutions will also be joining the call today for the Q&A portion. Turning to slide three. Also, throughout this conference call, we will be presenting non-GAAP information, including adjusted EBITDA, adjusted net earnings, adjusted net earnings per share and free cash flow. These are important financial performance measures for the company, but are not financial measures as defined by GAAP. I'm pleased to announce our fourth quarter and full-year results starting on slide five. 2020 was an unprecedented year for the world and for FIS, with the COVID-19 pandemic impacting the world on a human as well as an economic level. Despite the extraordinary year, we leveraged our scale and resources to keep the global economy running, while delivering solid results. We generated $12.6 billion in revenue as our balanced solution portfolio allowed us to offset weaker consumer spending trends with strong demand for our Banking and Capital Markets Solutions. As we close out 2020, all three of our business segments ended the year with record annual sales, continuing to improve that our solutions and technologies are winning share around the globe. Our backlog grew 7% organically to $22 billion. This gives us a exceptional visibility into our future growth trajectory and drives our confidence in accelerating organic revenue growth for our Banking and Capital Markets segments. From a merchant perspective, given the accelerating rollout of COVID vaccines globally and improving trends and economic indicators, we are confident we will see strong merchant revenue acceleration throughout 2021. Our team continues to execute at the highest level as demonstrated by our ability to expand adjusted EBITDA margins by 120 basis points for the full-year, despite near term COVID challenges. We also made great progress with the Worldpay integration, remaining well ahead of plan and exited the year generating more than $200 million in revenue synergies, and more than $750 million in cost synergies. With this impressive momentum, we are excited to build on our strengths as we look ahead to accelerating organic revenue growth in 2021. Turning to slide six. FIS has had a very successful year operating in the business, and I couldn't be prouder of the team's accomplishments and unwavering commitment to support our clients and communities. The modernization and innovation investments we've made are paying dividends, enabling us to accelerate organic growth across our entire business. Amazon, a long-term merchant client added our capital markets industry-leading treasury management system to the growing portfolio of services that we provide them. Further, Walgreens and Giant Eagle expanded their long-standing relationships with FIS. Walgreen selected our integrated payable solution and Giant Eagle selected a series of our back office financial solutions from our comprehensive banking suite. We also recently developed an innovative benefits card solution with UnitedHealth Group. The combined strengths from across FIS. In this partnership, we created a fully in-house solution where we accept transactions as the merchant processor route them through our network and finish with our own authorization and settlement engine. 2020 highlighted how our unique capabilities are being successfully combined to serve our clients and ways if they can't find anywhere else. We continue to invest in cutting-edge technologies for the future, including contactless, voice-enabled and self-service solutions as well as AI and automation. We launched over 60 new products in 2020 with a focus on enabling our clients to grow their revenues and operate more efficiently. All of this enables FIS to emerge from the pandemic, and an even stronger competitive position. We also continue to be relentlessly focused on improving our own operational efficiencies. We made exceptional progress in integrating Worldpay as well as consolidating platforms and data centers with over 70% of our global compute now running in the cloud. To continue our upward margin momentum, we are beginning the next phase of our enterprise transformation. We will leverage data analytics and automation to reduce our cost and create new efficiencies by upgrading and consolidating our technology platforms as well as continuing to simplify our technology architecture. As a result, FIS will be faster, more agile and deliver frictionless service by transforming our operating model and streamlining our organization. Given the tremendous achievements from our data center consolidation program and ongoing cost synergies, I am confident in our ability to deliver 45% adjusted EBITDA margins this year and then continue to expand them in each year for the foreseeable future. From a market viewpoint, demand continues to increase. Both our sales pipeline and backlog continue to grow and we are finding new sources of revenue synergies and cross-sell wins to accelerate our business further. Turning to slide seven. In Banking Solutions, we continue to win share and accelerate revenue growth. Our investments have enabled us to build a differentiated offering, winning new logos across markets of all sizes and actively expanding wallet share with existing clients. As a result, our backlog within the banking business expanded by 8% organically and generated $3.5 billion in new sales during 2020, which is our largest selling year ever. Cross-selling of new solutions into our existing client base is also up, including a 23% increase in cross-selling solutions to our top 100 clients. In addition, three of our recent modern banking platform wins are now live, and we project that the modern banking platform will generate in excess of $100 million of revenue in 2021. We expanded our relationship with Bank of Hawaii to power their digital banking product offering. They will implement our Digital One solution to bring modern, best-in-class capabilities to both self-service and banker-assisted channels. Lastly, US Bank, a top-5 bank selected our bill-pay solution due to our simple integration and personalization across digital channels. Our multi-year sales success, strong revenue backlog, continued strength in the pipeline and ability to consistently drive innovation into the market lay out a clear path for banking to accelerate revenue growth in 2021. Turning to slide eight. In merchant, we will leverage our technology advantage and leading competitive position to continue to win share, all while taking advantage of the revenue tailwind being presented by recovering economic and pandemic indicators. We continue to outpace the industry regarding total volumes being processed, indicating not only the overall strength of our capabilities, but our continued ability to gain share throughout the pandemic. We are also seizing the opportunity created by the rapid shift of consumer spending to online and digital channels, where e-commerce volume excluding travel and airlines grew 32%. We provide advanced and highly differentiated omnichannel capabilities, including buy online and pick up or return in store, which merchants must have to compete in the digital economy. Our expanded relationship with Walmart to process e-commerce transactions is a great example. And we are also winning new business with innovative online providers like GrubHub. NortonLifeLock also selected FIS to provide global e-commerce acquiring using our Innovative Access Worldpay gateway, which is The Strawhecker Group just recognized for having the highest authorization rates in the industry. Looking forward, our global reach, tailored solutions and innovative technology will continue to drive share gains for us as changing merchant and consumer behaviors play to our strengths. Moving to slide nine. Demand is strong for our end-to-end, front, middle and back office solutions within capital markets and our leading regulatory compliance technology. We continue to gain traction with our SaaS-based delivery model, which drove a 7% increase in new sales for reoccurring revenue in 2021, including a 19% increase in the fourth quarter. In addition, new logos contributed to 26% of our fourth quarter new sales and average deal size grew 9% as we continue to add to our portfolio of leading buy side and sell side clients. All of these are strong indicators for accelerating growth in 2021. A few sales highlights included BNP Paribas, who recently chose to expand our relationship. We will transform their post-trade derivatives clearing platform, which will allow them to benefit from significant cost and operational efficiencies, as well as enhanced customer service, all while reducing risks. We also signed an agreement with Allianz, a large global insurance companies provide payment and cash processing platforms. On the buy side, Vanguard recently expanded their relationship with us to include outsource tax reporting, highlighting one of our leading RegTech solutions. Our differentiated end-to-end solutions are winning share and our transition to reoccurring SaaS-based revenue streams is also taking hold, which gives us confidence in our ability to further accelerate this business. I'd like to underscore that we are pleased with our full-year 2020 results across all of our business segments. We expect this positive momentum to continue into 2021 and beyond. Woody will now provide additional detail on the financial results for the quarter as well as forward guidance. Starting on slide 11, I will touch on our fourth quarter results before transitioning to our forward guidance. We remain excited about the trajectory of our Banking and Capital market segments and look forward to significantly rebounding growth in our Merchant segment as global economies reopen. On a consolidated basis, organic growth was flat during the fourth quarter and adjusted EBITDA margins expanded by 60 basis points to generate adjusted earnings per share of $1.62. We expect to exit 2021 generated $400 million of run rate revenue synergies based on strong client demand for our premium payback solution, growing distribution with new bank referral partners as well as geographic expansion and cross sell initiatives across the enterprise. These revenue synergies will help supplement our organic revenue growth profile, giving us increased confidence in achieving 7% to 9% organic revenue growth on a sustained basis. We also have line of sight to execute an additional $100 million of operating cost synergies, bringing net total to $500 million, exiting 2021 or 125% of the original opex target. Turning to segment results on slide 12. In Banking, organic revenue growth accelerated to 5%, a strong execution more than offset lower termination fees. Based on our large and growing backlog as well as our growing pipeline of new opportunities, we continue to expect the Banking segment to accelerate into the mid to high single-digits. Our Merchant segment revenue declined 9% organically or 7% on a normalized basis, when excluding the step up in debit routing synergy that we achieve following the Worldpay acquisition. As we begin to lap the impact of COVID-19 in the second quarter, we expect Merchant revenue growth to rebound sharply, driving mid to high teens growth for 2021. Our Capital Market segment continues to exceed expectations with organic growth of 3% in the quarter, which includes about a point of headwind associated with the timing of license renewals. This segment is positioned for low to mid single-digit organic growth in 2021, driven by another strong year of new sales and recurring revenue growth. On slide 13, we provide more detail about how client mix is affecting merchant revenue growth during the pandemic. The significant difference in consumer spending trends between discretionary and non-discretionary verticals is creating an unusual revenue mix headwind for us. Discretionary spending verticals, which typically carry higher yields experienced a sharp contraction during the pandemic. Meanwhile, non-discretionary verticals and most of e-com typically comprised of lower priced large enterprise and multinational clients experienced strong demand. As a result, merchant revenue declined even as volumes continue to grow. Beginning in the second quarter, we expect these mix headwinds on yield to reverse as discretionary verticals rebound over easy comps. This should create a significant yield tailwind for our merchant revenue growth that extends until these verticals rebound fully. Turning to slide 14. I want to touch on the strength of our balance sheet, cash flow and liquidity position. We generated over $3 billion of free cash flow in 2020, which was up about 50% over last year. We invest over $1 billion in capex in order to drive new technology and solutions to the market. We made the strategic decision to maintain our capital expenditure budget through the pandemic as others were forced to retrench in order to continue to accelerate our new sales and competitive momentum relative to our peers. Even as we continue to invest in innovation and growth, our liquidity position continues to grow and reached $4.6 billion by the end of the fourth quarter, which is up by about $400 million sequentially. Looking forward, we expect free cash flow conversion to continue to improve, up from 24% of revenue in 2020, increasing to 25% to 27% of revenue in 2021, as we continue to drive integration and efficiency throughout the business. Turning to slide 15. I want to touch on our capital allocation priorities in light of the large share repurchase authorization and simultaneous dividend increase that we recently announced. Over the long-term, organic growth and M&A opportunities have been and will continue to be our first priority for the long-term success. We will invest aggressively in our fastest growing businesses and target high growth assets for M&A to accelerate or extend our growth profile. If it fits our overall strategy and drives accelerating growth for our company and is actionable, we will execute accordingly. Next, share repurchase will continue to be a primary tool for returning excess free cash flow, along with consistent 10% to 15% dividend increase each year. In the short term, we believe that FIS shares are trading well below their intrinsic value, creating an opportune time to buy back stock. We recently announced Board approval to buy back 100 million shares, which represents approximately 16% of our shares outstanding, or over $13 billion at current stock price. The Board's decision to approve this program reflects continued confidence in the strength of our financial position and the durability of our business model. There is no time limit on this authorization and we expect to begin buying stock as soon as we can. I'd like to begin our discussion of '21 guidance with a view into our adjusted EBITDA margin expectations on slide 16. We expect to achieve 250 basis points to 300 basis points of adjusted EBITDA margin expansion in '21. The biggest driver of this will be high incremental margins as revenue growth accelerates. We anticipate approximately 100 basis points of margin expansion associated with our ongoing achievement of operating expense synergies. Unwinding our COVID-related short-term cost actions will create approximately 150 basis points of headwind in 2021, as these costs come back online. We continue to anticipate meaning margin -- meaningful margin expansion beyond 2021, supported by our one to many operating model and ongoing efficiencies as we continue to optimize our infrastructure. Turning to our guidance on slide 17. In the first quarter, we expect organic growth of 1% to 2% generating revenues of $3.13 billion to $3.16 billion. Once we lap the COVID pandemic comps in late Q1, we expect revenue growth to accelerate materially, beginning with the second quarter and driving us to our full year expectations. We expect to generate $1.25 billion to $1.28 billion of adjusted EBITDA for a margin of approximately 40% to 40.5%, as we begin to fund our bonus pool. This will result in adjusted earnings per share of $1.20 to $1.25 for the quarter. For the full-year, we anticipate revenue of $13.5 billion to $13.7 billion. This represents 8% to 9% organic revenue growth, which is higher than the 7% to 9% range that we initially expected reflecting our increased confidence as Gary described. Further, we expect to generate $6 billion to $6.15 billion of adjusted EBITDA for a margin of approximately 45%. As a result of our accelerating revenue growth and expanding margins, we expect adjusted earnings per share to grow 14% to 17% to a range of $6.20 to $6.40. Finally, we provided some additional guidance assumptions in the appendix material. As we enter 2021, I'm excited about our accelerating revenue growth and free cash flow generation. I believe we are uniquely positioned as a sustained higher growth large cap stock and we'll be able to drive consistent long-term shareholder value. ","q4 adjusted earnings per share $1.62. sees fy 2021 adjusted earnings per share $6.20 - $6.40. sees q1 2021 adjusted earnings per share $1.20 - $1.25. covid-19 continued to impact our financial results in q4 of 2020. " "We appreciate you participating in our conference call today to discuss Flowserve's second quarter 2021 financial results. These statements are based upon forecasts, expectations and other information available to management as of August 6, 2021, and they involve risks and uncertainties, many of which are beyond the company's control. We are pleased with the performance and solid results in the second quarter, including adjusted earnings per share of $0.37, which represents a 32% sequential improvement and reflects our continued transformation progress. We were encouraged by our bookings of $953 million, which is nearly an 18% year-over-year improvement. At this level, Q2 was a momentum-building quarter for Flowserve, as our bookings inflected upward and we now have clear line of sight to earnings growth. The higher level of bookings and our improved operational performance have provided us the confidence to raise our outlook further for the full year. Our revised adjusted earnings per share guidance is now $1.45 to $1.65 for 2021. Since the start of the pandemic, we indicated that recovery in our end markets was expected to be directly correlated with the progress being made with COVID-19. Each country and geography are at different stages in fighting the pandemic. But on a global basis, a clear pattern has emerged as countries roll out vaccines, COVID cases decline dramatically and then mobility and consumption begin to improve. This, in turn, drives customer spending for nearly all of our end markets. We are confident in our ability to continue to grow the Flowserve enterprise and ultimately restore our bookings to pre-pandemic levels in the coming quarters. There are several factors that contribute to our confidence in the outlook. First, we expect to continue to grow our MRO and aftermarket bookings. As countries emerge from COVID, we are seeing higher utilization rates in our customers' facilities, which necessitates increased parts replacement units and service activity. Additionally, our distribution partners are just now beginning to replenish their inventory levels. After about six quarters of destocking, we are now expecting these distributors to rebuild their inventory levels over the coming quarters. Second, we believe major project activity will emerge and begin to recover in the back half of 2021 and into 2022. In the early part of last year, we had very good visibility to a significant amount of project activity that was expected to be awarded during that year. Most of those projects were put on hold as operators were both assessing the COVID impact and reducing their capital spending budgets. Today, we are working with many of those same customers to bring those projects forward, as the economic environment has improved dramatically over the past several months and additionally, our activity with EPCs is increased significantly this year. Finally, we see energy transition theme as a significant opportunity for Flowserve. To date, actual spending in this area is still very [Technical Issues] but we expect it to grow substantially in the quarters and years ahead based on the commitments of our customers -- the commitments that our customers are making as well as from the potential for increased regulation and costs associated with emissions. Flowserve is no stranger to this type of work, and I'll talk further about this growing market later in the call. Even as the outlook and trends look promising, predicting the exact timing associated with these opportunities is still challenging. The Delta variant is causing concerns for Flowserve operations and for our customers. We have remained diligent and focused on our safety protocols, and we have successfully limited pandemic impacts at most of our global facilities during the quarter. The recent upturn in COVID cases in the Americas due to the Delta variant has the potential to impact our return to office. However, we do not believe that the latest COVID trends will negatively impact our business and growth outlook at this time. Unfortunately, we did experience significant disruption in our Indian operations during the quarter. As a reminder, we have three large manufacturing facilities and several smaller locations in India. The good news is that we have seen tremendous improvements over the past several weeks, and we are currently operating at about 80% associate participation in these facilities, which is up from 20% to 30% participation that we experienced for most of the second quarter. Our Indian-based suppliers were also challenged in the quarter, which presented modest headwinds for us, but our supply chain team has done a good job mitigating the impact and leveraging our global suppliers to minimize disruptions. Let me now turn to our second quarter bookings. We are pleased with the 17.9% year-over-year increase, which brought this quarter's total bookings to $953 million. Both original equipment and aftermarket bookings grew in the 17% to 19% range. We were very pleased to have delivered almost $525 million of aftermarket awards this quarter, returning to pre-pandemic bookings levels for this part of our business. Each of our core end markets delivered year-over-year growth with the biggest drivers being oil and gas and chemical, which increased 39% and 19%, respectively. On a regional basis, we saw solid growth across the globe with the exception of the Asia Pacific market, which was negatively impacted by India's COVID resurgence in a more difficult compare period. Our bookings performance this quarter was driven almost exclusively by our aftermarket and MRO business, which represented a large volume of small awards. In fact, we only secured one award that exceeded $10 million, where FCD booked a $12 million nuclear power order in North America. To achieve this level of bookings without any large projects in the mix is an encouraging sign for future growth. We expected larger project spending to lag aftermarket and MRO work, and it has. And we are now confident in the return of project investment later this year and into early 2022 across our end markets. Our project funnel continues to grow and is up nearly 25% compared to this time last year, driven by the feedback we obtained from customer discussions, insights gains from EPC bidding and backlogs and our interaction on the delayed projects, which we originally expected to be released in 2020. We continued to anticipate bookings in this $950 million range in this year's third and fourth quarters, assuming continued progress with COVID. At this level, we should see significant bookings growth in the next two quarters relative to the 2020 comparative periods. Delivering these level of bookings or higher would position Flowserve well to deliver a strong 2022 financial performance. Our results this quarter also helped drive strong first half results for 2021. Our adjusted decremental margins for the first six months was just 13% with our improved market outlook. We remain focused on returning Flowserve to growth while driving margin expansion and increased returns. Looking at Flowserve's second quarter financial results in greater detail, our reported earnings per share of $0.35 increased significantly over the prior year period. In addition, the quality of our earnings also improved, with after-tax adjusted items declining from $61 million in the prior year period to just $3 million this quarter. Our adjusted earnings per share of $0.37, excluded just $0.02 of net items, including realignment expenses, the logo line FX charges and a gain on sale of business. We were pleased with these results, particularly considering the impact of COVID-related headwinds of about $0.02, primarily from our Indian facilities, as Scott discussed. Second quarter revenue of $898 million was down 2.9% or 7.1% on a constant currency basis. The decrease was primarily due to the 6.1% decline in original equipment sales, driven by FPD's 19% decrease, but partially offset by FCD's 12% increase. As a reminder, FPD entered 2021 with an OE backlog down roughly 25% versus the start of last year. Aftermarket sales were relatively resilient, up 0.3%, but mix in composition as FCD's 11% increase was mostly offset by FPD's 1% decline. Our second quarter adjusted gross margin decreased 70 basis points to 31.4%, primarily due to OE sales decline and related under absorption, including the previously mentioned COVID impact, partially offset by a 2% mix shift toward higher-margin aftermarket sales. Sequentially, adjusted gross margin increased 100 basis points on a solid 53% incremental margin performance. On a reported basis, gross margin increased 180 basis points to 31%, primarily due to a $23 million decrease in realignment charges as we took significant cost actions in last year's second quarter. Second quarter adjusted SG&A increased $13.9 million to $209 million versus prior year, due largely to foreign exchange movements as well as a return of certain temporary cost benefits realized in 2020, such as the absence of travel that has begun to return. Reported SG&A decreased $18.5 million versus prior year, where realignment charges declined $27 million versus prior year. Second quarter adjusted operating margins of 8.5% increased 40 basis points sequentially, but declined 280 basis points year-over-year, primarily due to increased under-absorption related to FPD's OE revenue decline. FCD's adjusted operating margin increased 10 basis points year-over-year to 13.3%, driven by revenue growth and top SG&A -- and tight SG&A cost control, which were partially offset by mix headwinds. Second quarter reported operating margin increased 330 basis points year-over-year to 8%, including the $57 million reduction of adjusted items. Our second quarter adjusted tax rate of 14% was driven by our income mix globally and favorable resolutions of certain foreign audits in the quarter. The full year adjusted tax rate is expected to normalize in the low 20% range. Turning to cash and liquidity. Our second quarter cash balance of $630 million decreased $29 million sequentially as solid free cash flow of $14 million was more than offset by a return of $38 million to shareholders in dividends and share repurchases. Flowserve's quarter-end liquidity position remained strong at nearly $1.4 billion, including $739 million of capacity available under our undrawn senior credit facility. Turning to working capital. It was a $34 million use of cash in the second quarter, primarily due to accrued liabilities and timing of certain payments, partially offset by modest improvement in accounts receivable and inventory, including our contract assets and liabilities. The performance was much improved from last year's second quarter when the COVID-related impacts and seasonal inventory build resulted in a use of cash $36 million higher than this quarter's. Taking a look at primary working capital as a percent of sales. We saw a modest 20 basis point sequential decrease to 29.4%, driven primarily by accounts payable as well as a 4-day improvement in DSO versus the first quarter. Despite our backlog increase of $66 million, some progress delays due to COVID and the proactive purchasing of certain inventory items to mitigate potential supply chain issues, we were pleased that our inventory, including contract assets and liabilities, decreased a modest $4 million sequentially. Working capital remains a top priority for us, and we're confident that the foundation has been laid for further improvement in the second half of the year as demand-related sales volumes increase result in further reduction of inventory levels. We remain committed to delivering free cash flow conversion in excess of 100% of net income for the second consecutive year. Turning now to our outlook for the remainder of 2021. Based on the combination of our strong first half bookings, driven mostly by shorter-cycle aftermarket and MRO activities and visibility into improving end markets, Flowserve was pleased to increase our adjusted earnings per share guidance range for the full year to $1.45 to $1.65. In terms of cadence, we expect volumes to increase sequentially in the third quarter and to deliver our typical fourth quarter seasonality. Our adjusted earnings per share target range continues to exclude expected realignment expenses of approximately $25 million as well as below-the-line foreign currency effects and the impact of potential other discrete items which may occur during the year. Beyond adjusted EPS, we now expect less of a revenue decline versus 2020. Our guidance is now for 2021 revenues to be 2% to 4% down compared to last year versus the prior guidance of down 3% to 5%. In terms of other guidance metrics, our net interest expense remains unchanged at $55 million to $60 million, and we modestly lowered our adjusted tax rate guidance to 21% to 23%. From a booking standpoint, we now expect full year 2021 bookings to increase in excess of 10% year-over-year versus our previous outlook of mid-single-digit growth. Additionally, we believe a majority of this increase will come from our aftermarket and shorter-cycle MRO original equipment products, where the associated revenue may be recognized in 2021. Our expected major cash usages in 2021 remain in line with prior guidance, including dividends and share repurchases of roughly $120 million, capital expenditures in the $70 million to $80 million range and funding our modest remaining realignment programs. In conclusion, with our solid first half operating performance and improved market outlook, we look forward to continuing the momentum through the second half of 2021 and expect to be well positioned to drive margin expansion and earnings growth in 2022. Let me close with an update on our energy transition strategy and our outlook for the remainder of the year. As I mentioned earlier, Flowserve is well positioned for energy transition. In fact, energy transition and decarbonization activities have been a part of our offering for the last few decades, where Flowserve has a demonstrated foundation in product portfolio to capitalize on this growing market. We estimate that even before the recent increased awareness driven by the global pandemic, Flowserve is delivering $100 million to $150 million annually of equipment and services into energy transition-related work, including areas like energy efficiency enhancements, upgrades, retrofits, carbon and emissions reductions, solar power facilities, biofriendly processes and lithium and hydrogen work. Equally important, we have been a valued partner to the customers and the industries that have among the highest opportunities available from energy transition, and we are absolutely committed to supporting them today and through their energy transition journey. With increased government regulation and potential costs on greenhouse gas emissions, the financial community's increase focused on ESG metrics and the individual companies' public environmental commitments, it is clear to us that energy transition represents a substantial growth opportunity for Flowserve. The International Renewable Energy Agency estimates that nearly $60 trillion will be invested over the next decade, with almost half of that amount focused on energy efficiency. Energy efficiency is essentially a continuation of existing process industries, but conducting that business in a more environmentally friendly and efficient manner. Year-to-date, we have booked nearly $100 million of energy transition-related business. We have held numerous discussions with our customers over the last year, which have confirmed our approach, validated our offering and these discussions support our growth ambitions. Let me now highlight some of our recent success stories. We are supporting a large customer in the United States to convert a former petroleum refinery to a biodiesel facility. To make the transition, a number of Flowserve pumps required upgrades to support the new application conditions and improve the operator's production and energy efficiency. Our work on the project will save the plant over $800,000 in electricity annually, which is equivalent to over 9,000 tons of CO2. Leveraging Flowserve's expertise in flow control solutions, pumps and valves, we successfully support our customer's shift to renewable fuel and their decarbonization efforts. Another example comes from China. Earlier this year, Flowserve received a substantial order for over 150 SIHI Dry vacuum pumps for their production of polybutylene succinate, or PBS, which is a biodegradable plastic that naturally decomposes in the water and carbon dioxide. With China's recent ban on several types of non-degradable single-use plastics, PBS and other biodegradable plastics will be preferred alternative materials due to their similar plastic attributes without the harmful impact to our environment. As I mentioned earlier, we estimated that roughly $30 trillion of energy transition-related investment over the next 10 years will be focused on energy efficiency. Our RedRaven IoT offering launched earlier this year instruments pumps, valves and seal systems to provide the capability to assist our customers with a data-driven approach on how to improve their operations, increase asset uptime and reduce associated energy emissions. We continued to incorporate our RedRaven functionality across additional valves and pumps in the quarter, increasing the coverage of our portfolio, where we can provide advanced analytics and predictive capabilities. Customer interest levels remain high, and we continue to average roughly one order every week. We believe RedRaven aligns well with our customers' objectives and expect to continue to grow this offering to a meaningful level in the future. A recent example of our value of our IoT solution comes from a longtime Flowserve customer who recently upgraded their monitoring solution to RedRaven. Shortly after the upgrade, we detected that a critical pump motor was overheating. We detected the temperature spike early, alerted the refinery and deployed resources to support their operations. According to the operator's estimates, had the pump failed they would have had to shut down the facility for over three weeks as they remove the damaged pump and install the commission and replacement. This downtime would have cost the refinery upwards of $20 million. RedRaven is clearly adding value to Flowserve and to our customers. Let me now shift our focus to the remainder of the year. During the quarter, I was excited to resume a more normal travel schedule and visited a number of our U.S. and European facilities and many of our customers in these regions. During these business reviews, I came away highly encouraged by the operational progress we continue to make in our transformation journey. The visits validated the improvement we're making in a number of key performance metrics, and I'm confident we are on the right path to fully embed the transformation work and activities into our daily processes. The Flowserve 2.0 operating model is being driven throughout the enterprise, and we continue to expect the transformation to be fully embedded by the end of the year. And with our operations and functions now taking ownership, we expect continuous improvement to remain post-2021. Our improved model is expected to deliver a more consistent margin profile and ongoing productivity improvements, which would position Flowserve well to leverage and capture the value of the improved market opportunities. The visits also confirmed that we are strongly positioned to shift our focus to growth optimization and strategic initiatives, including inorganic opportunities. The success of our transformation in a consistent operating approach provides the confidence in our ability to integrate acquired businesses should we see the right assets and economics. Our operational and functional organizations have made significant progress throughout this journey, and we are now prepared to do more. In closing, we began our Flowserve 2.0 transformation journey in 2008. And even as the pandemic required mid-course adjustments, we are approaching the full institutionalization of the playbooks and processes of our ongoing operating model. And we are increasingly well positioned to support our customers, capitalize on the improved market environment and create long-term value for our shareholders and other stakeholders. ","flowserve q2 adjusted earnings per share $0.37. q2 adjusted earnings per share $0.37. q2 earnings per share $0.35. raised full-year 2021 revenue and adjusted earnings per share guidance. sees fy revenues down 2.0% to 4.0%. sees fy adjusted earnings per share $1.45 - $1.65. " "Following their prepared comments, the operator will announce that the queue will open for the Q&A session. This information is not calculated in accordance with GAAP and may be calculated differently than non-GAAP information at other companies. These statements reflect the best information as of today. All statements about our recovery, outlook, new products and acquisitions, expectations regarding business development and future acquisitions are based on that information. They are not guarantees of future performance and you should not put undue reliance upon them. These documents are available on our website and at sec.gov. Upfront here, I'll plan to cover three subjects. First, I'll share my perspective on our Q2 results, along with rest of your outlook. Second, I'll provide an update on our two newest acquisitions. And then lastly, I'll talk about our fuel card business, including our latest view on EV, along with a couple of innovative developments underway in that business. Let me turn to our Q2 results. So very pleased to report outstanding Q2 financial results meaningfully above our internal expectations. We reported Q2 revenue of $667 million that's up 27% and cash earnings per share of $3.15, up 38%. Both our Q2 2021 revenue and cash earnings per share exceeded our Q2 2019 results, so finally moving past our pre-pandemic baseline. Organic revenue growth came in at 23% for the quarter, our full AP outsourcing platform segment, up 53% versus Q2 last year. The trends in the quarter are really quite good. Our same-store sales metric improved to plus 18%, so hardness of 18%, many of the sectors in our client base recovering. Retention, record level, we reached nearly 94%, an all-time high since we've been reporting the metric. And interestingly, our global fuel card business reached 92% retention, also an all-time high. Credit losses remain very good, running at historic levels and sales outstanding in the quarter finishing up almost two times last year's Q2 and up 6% against 2019. Okay, let me transition to our view of the rest of the year. So, today, we're raising guidance to $2.765 billion at the midpoint for full year revenue, raising cash earnings per share at the midpoint to $12.90. That's driven by our Q2 beat, the AFEX close, and really the momentum that we have running into the second half. I do want to remind everyone we had previously guided to a pretty substantial second half sequential step-up already. As a reminder, cash earnings per share guidance up nearly $0.60 from the start of the year. So, we opened the year at $12.30; today, $12.90, so obviously, better than we outlooked. The second half guidance implies a few things. So, first, the revenue growth will run about 20% ahead of last year and high single-digits really above the second half 2019 baseline. So, we are expecting the business to reach all-time highs again in both revenues and profits. Our Q4 earnings per share profit guidance implies nearly a $14 annualized cash earnings per share exit rate. Okay, let me transition now to an update on our recent acquisitions. So as a reminder, we closed AFEX, that's the add-on cross-border deal, on June 1st. And then last week, we signed definitive documents to acquire ALE, which is a lodging provider to the insurance vertical. So, let me start with ALE, really a highly complementary add-on to our existing lodging business and that company brings a whole set of specialized capabilities designed just to serve the insurance vertical. So, we've got a pretty interesting synergy plan for that business and expect accelerated revenue and profit growth next year. We're also well underway on our AFEX integration. We've already exited about $10 million of run rate payroll expense. We've implemented one unified cross-border management organization and we've designed an IT consolidation plan to move to a single system. That will significantly reduce run rate IT and operations expense. So, look, both of these acquisitions, classic FLEET wheelhouse deals. We paid reasonable prices. There are extensions of our existing business, so we know them well, and both have very rich synergy opportunities. We're expecting the businesses to grow about 20% on the top on a pro forma basis next year and together deliver incremental cash earnings per share in 2022 in the $0.50 to $0.70 range, so big upside. So, obviously, we are quite enthusiastic about the transactions. Let me shift gears now and talk a bit about our fuel card business, which we continue to love and which we think has a bright future. So I'll talk a bit about EV, the latest and greatest, and then talk about innovation and specifically two new things that we're doing to improve the growth prospects of our fuel card business. So starting out with EV. I mentioned last time, we're really embracing EV as an opportunity and in no way see it putting an end to our fuel card business. Employers are going to need to reimburse employees for recharging electric vehicles much like they reimburse employees for refueling combustion engines. And I think you may find that it costs more to operate EV than people think. We also think there'll be some new economics and that we've got an opportunity to achieve, very similar economics from EV measuring and reimbursing as we do from combustion engines. We've included a couple of EV exhibits in our Q2 earnings supplement. You'll see some comparisons of spend where the cost of public charging is about 70% of fossil fuel charging. And then because there's more attractive MDR rates, we believe that we can achieve pretty interesting revenue there as well. In a nutshell, we expect the at-home software subscription fees to be pretty significant and augment a number of the other fees that we get in the revenue mix. We are outlooking the commercial transition to EV to be slow, particularly here in the US, giving us ample time to build out our public charging network and implement recharging at home. We expect mixed fleets to be how things start out. So our incumbent position should give us quite an advantage in consolidating activity and data for our clients. So look, in conclusion, we're outlooking EV to really just be a different way to serve commercial fleets but one in which we think can still be attractive. Let me leave EV and cut over to the couple of innovations that we're working in the fuel card business. So first is digital and particularly digital selling, which now in Q2 has reached about 60% of all our new fuel card sales globally coming to us digitally. So lots of improvements in our digital selling capabilities. We've got automated keyword bidding now. We've redesigned our maximize sales conversion, and we're beginning investments at the top of the funnel in the form of digital TV, radio, Facebook advertising, which is driving about 50% more visitors to our websites, so obviously leading to incremental sales. The last innovation I'd like to touch on is our effort to transform our fuel card UI, which is used by over 100,000 clients, really into a broader payment platform. So we're combining our newest cloud-based SMB bill pay platform with our fuel card UI, so that clients go on to pay us the fuel card bill that they'd have the option then of paying additional vendors with the same software platform. So, this idea is really aimed at accelerating the number of active bill pay clients we can add to our platform and again beginning the transformation of the fuel card business into a corporate payments business. So, we'll keep you updated there as we go. So, look, in closing, three thoughts for you. So, one, on 2021, again, we're pleased with Q2, particularly the record retention and record sales levels. And again, our second half outlook calls for new all-time highs again in revenue and profits. Second, on the fuel card business, again, we think the prospects are bright for the business. We do have a plan to monetize EV adoption by providing some new services and particularly measuring and reimbursing at-home recharging. We've got an opportunity to keep stepping up digital sales and digital advertising at the top of the funnel. We think we can drive incremental visitors and incremental sales. And we're launching a bill pay cross-sell opportunity to our fuel card clients again by turning our existing fuel UI into a broader payment platform. And lastly, although early, we're quite encouraged by our 2022 setup. Our second half guidance calls for nearly $7 in cash earnings per share for the second half or approximately $14 annualized, again, forecasting record sales for the full year, which will flow revenue into next year. We'll roll off $1 billion in interest rate hedges in January. That will free up about $0.20 of incremental cash EPS. And lastly, our two newest acquisitions, hoping to contribute in the $0.50 to $0.70 range of incremental cash EPS. So, look, taken together a lot to like about our 2022 setup. He'll provide some additional details on the quarter. I'm delighted to share with you the results of a very good quarter. For Q2 of 2021, we reported revenue of $667 million, up 27%; GAAP net income up 24% to $196 million; and GAAP net income per diluted share up 26% to $2.30. Adjusted net income for the quarter, or ANI, increased 36% to $268 million and ANI per diluted share increased 38% to $3.15 as we finally lapped the worst of COVID. Organic revenue growth improved 29 points sequentially to up 23% on a year-over-year basis, driven by strong sales, record retention levels, and same-store sales recovery. Looking at organic growth across the categories. Corporate payments was up 32% in the second quarter, led by our full AP solutions. We are seeing very good success leading with our full AP and selling a more complete package versus just a stand-alone virtual card offering. Full AP is clearly what we prefer to sell, so we've reoriented our combined sales force with this focus, and it's paying off. T&E card revenue was up 58% year-over-year, rebounding significantly as business activity and travel began to resume. This T&E description is a bit of a misnomer, as it's really a multipurpose card that can be used as either a purchasing card or is walk-around plastic, depending on how the customer wants to use it. And while spending within T&E-related categories has rebounded, it's still below historical levels. So there's clearly room for further improvement there. Cross-border revenue was up 25%. These results do include one month of AFEX with pro forma results for Q2 last year, so which is if we owned it in both periods. And finally, virtual card revenue was up 13%. Both of these areas are still affected by COVID softness in industries that we've discussed before, like airlines, cruise operators, hotels and restaurants, international trade and commercial construction to a lesser extent. We do believe much of this softness is recoverable, but the timing is hard to predict. Fuel was up organically 19% year-over-year with strong retention trends and record digital sales helping to drive the performance. We still see opportunities for further softness recoveries in fuel once the labor shortage affecting our large trucking fleet customer subsides and offices reopen more broadly so our white-collar commuters can return to normal activity levels. Tolls was up 9% compared with last year and showed impressive performance in light of the lockdowns in place for much of the quarter. This growth was driven by record first half tag sales, demonstrating the value proposition and attractiveness of our offerings even when many folks aren't driving on the roads. And approximately one quarter of all consumer tags sold year-to-date are signed up to urban plans, which allow purchases beyond tolls, such as for parking, fueling and fast food. We also added 25% more fuel stations to our tag acceptance network during the first half with plans to add another 50% during the second half. The combination of urban tag sales and non-toll network expansion should produce beyond total volume growth as lockdowns ease and consumer activity increases. Lodging was up 39%, with workforce up 36%. The pace of improvement in workforce lodging has leveled off some as customers are being held back by the labor shortage, but we feel this volume will come back over time as the labor market normalizes. Airline lodging was up 49% as domestic air travel recovered faster than expected but still remains below historical norms. International airline lodging should come back as international air travel recovers. So despite the sizable recovery in lodging, we still see upside potential here. Gift organic growth was 22% year-over-year, benefiting from continued retailer embrace of the online sales channel. We expect this trend to continue as we are experiencing success with gift clients using our proprietary platform to sell both digital and physical cards online. In fact, we expect to double the number of clients utilizing this platform by year-end. Momentum in mobile wallet services and B2B sales, where third parties sell gift cards to companies for use as employee incentives and rewards, are also contributing to the improvement. Looking further down the income statement. Our operating expenses were up 18% to $370 million, totaling 55% of revenue. The increase was primarily due to higher levels of business activity, the effect of currency translation impact on international expenses and acquisitions. We've also made incremental investments in digital sales and top-of-funnel marketing efforts and incurred some non-recurring integration-related expenses for AFEX, such as severance and platform migration costs. Operating margins improved four points from last year to 45% due to recovering volumes that have higher margins, higher fuel prices, and solid expense control. In the quarter, bad debt was $6 million or two basis points. Credit performance continues to be strong, although we do expect our bad debt to normalize as our new sales improve and grow. Interest expense increased 7% to $34.7 million due to a $6.2 million charge associated with our debt refinance, a higher balance on the new Term B note, partially offset by lower borrowings on our revolver and lower LIBOR rates on the unhedged portion of our debt. Our effective tax rate for the second quarter was 25.2%, similar to last year, and reflects a $6.5 million adjustment to our deferred tax position due to a rate change in the UK. In our guidance, we are increasing our expected tax rate for the year given this adjustment and an assumed lower level of excess tax benefits on stock option exercises in the second half. Now, turning to the balance sheet. We ended the quarter with $1.3 billion of unrestricted cash. We also had approximately $1.2 billion of undrawn availability on our revolver. In total, we had $4.1 billion outstanding on our credit facilities and $1 billion borrowed on our securitization facility. As of June 30th, our leverage ratio was 2.62 times trailing 12-month adjusted EBITDA as calculated in accordance with our credit agreement. We repurchased approximately 926,000 shares during the quarter for $246 million at an average price of $266 per share. The Board increased our share repurchase authorization by $1 billion on July 27, which now gives us $1.6 billion of share buyback capacity. Now, even including the recent buybacks, the AFEX closing, and the pending ALE deal, we still have low leverage and ample liquidity for additional deals and/or buybacks. Our high margin, high cash flow business, which generated $268 million of ANI this quarter quickly replenishes capital, allowing us to pursue attractive buying opportunities as they present themselves. Now, let me share some thoughts on our outlook. We are raising our full year revenue guidance to between $2.74 billion and $2.79 billion, which is up over $100 million at the midpoint. We are also raising our adjusted net income per diluted share guidance to between $12.80 and $13 or $12.90 at the midpoint. AFEX is a big contributor as is a better macro environment in addition to volumes that improved faster than we expected in the first half of the year. We continue to be encouraged by our strong sales and retention trends and currently expect COVID volume recovery to continue through the second half of the year. We are being mindful of the potential impact from the Delta variant, and we'll adjust our outlook and operations as necessary. We are expecting Q3 2021 adjusted net income per diluted share to be in the range of $3.35 to $3.55. I would note that our guidance does not include the impact of the ALE acquisition that we just announced. We'll update for that when we actually close the transaction. ","sees q3 adjusted earnings per share $3.35 to $3.55. q2 adjusted earnings per share $3.15. q2 earnings per share $2.30. board increased share repurchase authorization by $1 billion. sees fy adjusted earnings per share $12.80 to $13.00. sees fy revenue $2.74 billion to $2.79 billion. " "Following the prepared comments, the operator will announce that queue will open for the Q&A session. This information is not calculated in accordance with GAAP and may be calculated differently than non-GAAP information at other companies. These statements reflect the best information we have as of today. All statements about our recovery, outlook, new products and acquisitions and expectations regarding business development and future acquisitions are based on that information. They are not guarantees of future performance, and you should not put undue reliance upon them. These documents are available on our website and at sec.gov. So up-front here, I'd like to run through four subjects: first, I'll give you my take on our Q3 results along with the rest of your outlook; second, take you into a bit deeper dive into our sales results; third, give you an update on the three acquisitions that we've completed year-to-date; and then lastly, an early preview of 2022 and beyond. So let me make the turn to our Q3 results. We reported Q3 revenue of $755 million, up 29% and cash earnings per share of $3.52, up 25%, so both of those all-time record highs for the company. Also, the Q3 results annualized, finally above $3 billion, so past the $3 billion mark in revenue and $14 in cash EPS. Organic revenue for the quarter, up 17%. And inside of that, Corporate Payments business grew 22% organically. The trends in Q3 are quite good. Sales finishing at record levels, up over 50% versus Q3 last year and over 30% against the baseline of Q3 '19. Retention, steady as she goes at 93% for the quarter. And again, our global fuel card business inside of that also coming at 93%. Same-store sales strengthened plus 5% for the quarter, which further adds to the same-store sales rebound we saw in Q2. Credit losses low again at three basis points, continuing to run below historic levels. You may notice our tax rate kind of four points higher than last year. That did shave about $0.20 off the $3.52 that we reported for the quarter. So look, overall, kind of pretty pleased with the quarter. So in terms of rest of the year, we're raising guidance today. So revenue guidance at the midpoint now, $2.795 billion, that's up $30 million from August. Cash earnings per share at the midpoint to $13.05, that's up $0.15 from August. This raise versus last time reflects, obviously, these Q3 results are beat the ALE acquisition, which closed September one and a bit more favorable fuel prices, all of those offset just a bit by slower-than-planned COVID recovery. If you look at the Q4 on its own, it anticipates revenue and profit growth up about 20% versus Q4 last year and about 10% against Q4 2019. Let me make the transition into a bit deeper dive into our sales results. So as I mentioned, new sales or bookings reached record levels in the quarter and are up sequentially, significantly and up dramatically over the prior periods. So as I'm sure you're aware, sales reflect the market demand for our solutions but are also really the best leading indicator of future prospects. And so crazy record this quarter. We signed up almost 50,000 new business clients globally in Q3. So 50,000 new accounts joined the fold, so a record. Over 50% of all of our global fuel card sales now come to us through our digital channels. So great because it's very low cost. We continue to increase our digital advertising spend, and we're enjoying record levels of prospects visiting our websites. Interest in EV solutions increasing, so a number of large accounts signing on to our EV solution. So that included Hertz, Volkswagen USA, Union Pacific, LeasePlan Europe and Siemens. Brazil toll sales rocked in the quarter. Our urban sales or kind of the city dwellers that are lower frequency toll users represented 23% of all new sales in the quarter. So programs, whatever, two or three years old now, almost a quarter. And the active tags for the quarter reached a new milestone, six million, so six million active paying tags now in Brazil. We are planning to launch our new bank JV this month with the largest bank in Brazil, who will be helping to promote our products. We don't talk about it much, but our customer acquisition cost is really quite attractive, runs about 65% of the sales new revenue, so really super important for profitable growth. So let me shift gears and talk a little bit about the three acquisitions that we've closed year-to-date and how they're doing. So Roger, first up. We've now rebranded Roger to be Corpay One, which is our entry into the Corporate Payments SMB space. So we're underway now adding new SMB bill pay clients through digital channels and accounting channels, and have some early returns on cross-selling bill pay into our fuel card base. So super early, but it looks like about 10% of our fuel card clients that pay their bills with our new Corpay One platform are choosing to pay a second non-fleet Cor bill with us, so effectively becoming bill pay customers. We're looking at somewhere around 10,000 to 20,000 SMB bill pay clients coming online in 2022. And also interesting, we plan to launch what we call our 2-in-1 solution before year-end that will combine our smart business cards with our bill pay platform into one interface. So an SMB client could potentially pay all of their nonpayroll expenses with us on a single platform. Second deal this year, AFEX, which is a cross-border provide, very similar to our Cambridge business. Super performance in '21. Pro forma revenue growing mid-teens. EBITDA up almost 50% versus prior year. Well along on integration, we've already combined the management teams into one group, and are about halfway through migrating the AFEX customers onto the Cambridge IT platform. So I hope to retire most of the AFEX IT system by year-end. Last deal up is ALE. That's the lodging extension for the insurance vertical. It helps homeowner insurance place policyholders into hotels and temporary housing. So we closed at September one about 3.5 million incremental annual hotel rooms, will be added to our lodging business. Underway with the synergy work. And early view is about $0.20 accretive to 2022. So, so far, so good really across all three transactions this year. So lastly, let me share our view, early view of 2022, and speak a little bit to the beyond '22 prospects for the company. So for next year, encouraged by a few things. First, the run rate, we're exiting '21 with about $3 billion of annualized revenue and $14 of cash EPS. So nose of the plane is up. Sales again, running at record levels, which will drive incremental revenue into '22. We also expect sales to grow again next year about 20%. Macro is on our side, helping us. Obviously, fuel prices are high. FX is generally holding, so setting up well there. And then I mentioned the acquisitions, particularly AFEX and ALE, together contributing probably about $0.50 of incremental accretion next year. So look, taken together, the early 2022 set up is quite good. If we look just a little farther out into the midterm, we're kind of also encouraged there for a couple of reasons. So first, we've expanded, via our Beyond strategy, the market segments or the served market segments in each of our five major lines of business. So that's laid out on, I think, page 14 of the earnings supplement. So for example, in Corpay, our Corporate Payments business, we've added cloud-based AP solutions to our original virtual card business. So we did that a couple of years ago in the middle market with Nvoicepay, and then obviously, this year, in the SMB market with Roger. So look, much, much better positioned now to attack the Corporate Payments TAM. And then again, if you look at our lodging business initially focused only on workforce or blue collar travelers going to economy hotels. Since we've added two new segments, the airline crew business and now the insurance policyholder business of the fold, that really triples the opportunity in terms of room nights for the lodging business. A second thing is we're on a path, as I mentioned, to combine our card business with our payables business into a single platform, which would do two things: first, give us differentiation in the marketplace, where we can help clients pay all their nonpayroll expenses with us, both walk-around purchases and supplier payables from a single account; and second, could help us turn our fuel card business into a Corporate Payments business by cross-selling our bill pay services to our hundreds of thousands of fuel card clients. So as I mentioned, underway there. So look, the combination of expanding our served market segments in our existing five businesses along with this idea of joining up our cards and bill pay onto a single platform is encouraging for us. So look, in closing, just a few final wrap-up thoughts. So again, a really good quarter, record revenue and profits for Q3, good trends, same-store sales up -- sales -- new sales up and retention steady, again, record sales and very attractive cost of acquisition of new accounts. three acquisitions on track against our thesis, and our early '22 set up attractive. So look, all-in-all, it feels like we're in a pretty good place. I'm delighted to share with you some more color on a very solid clean quarter. For Q3 of 2021, we reported revenue of $755 million, up 29%; GAAP net income of $234 million, up 24%; and GAAP net income per diluted share of $2.80, up 28%. Adjusted net income for the quarter, or ANI, increased 22% to $294 million or roughly $1.2 billion annualized. ANI per diluted share increased 25% to $3.52. Organic revenue growth was 17%, driven by continued strong sales, solid retention levels and same-store sales recovery. Looking at organic growth across product categories. Corporate Payments was up 22% in the third quarter, highlighted by full AP, which grew over 50% again this quarter. Corpay One, our small business-focused full AP offering, grew 78%. So our full AP solutions continue to sell well in the market. Cross-border revenue was up 19%, which showed some softness from the lockdowns down under in Australia. We do believe much of this softness is recoverable, but the timing is hard to predict. The AFEX integration is progressing quite well, and we've converted more than half of its customers onto our existing cross-border payment systems. We expect to convert the remaining customers before year-end. And within B2B, a lot of attention has been paid to new small entrants, several of which we enable with our partner program using our best-in-class virtual card. The partners we enable own the customer relationship, do the marketing and take the credit risk, so they keep most of the economics. We're more of a processor to them. So our take rate is meaningfully lower than when we go direct to customers, which is really where we tend to focus most of our sales and marketing efforts. So while these partners drive some volume growth, they still only represent about 13% of our Corporate Payments revenue. Fuel was up organically 13% year-over-year, with strong retention trends and record digital sales continuing to drive the performance. We're seeing some softness in same-store sales as Australia, New Zealand and parts of Continental Europe are still grappling with COVID-related lockdowns, and over-the-road trucking is facing the driver supply shortage that's been all over the news. But despite these headwinds, our fuel businesses continued to grow in every geography as a result of our sales efforts and strong retention rates. Tolls was up 14% compared with last year and showed impressive performance again this quarter, growing to above six million total tag holders, with five million consumer tags and one million business tags. Now just for context, the business had approximately 4.5 million total tag holders when we acquired it back in 2016. Economic and business activity has returned to relatively normal levels in Brazil, which has increased customer mobility and sales traffic through retail and toll locations, helping us to achieve record Q3 sales. Lodging was particularly strong, up 40%, with airline lodging up 61% on the back of the recovery in domestic air travel. We hope to see more recovery in international airline lodging as borders reopen. Gift organic growth was 25% year-over-year, benefiting from continued retailer embrace of the online sales channel. Now looking further down the income statement. Operating expenses were up 30% to $417 million and were 55% of revenue, stable with last year. The increase was primarily due to higher levels of business activity, the effect of currency translation impact on international expenses and acquisitions. Interest expense decreased 7% to $29 million, primarily due to higher interest income earned on cash balances and lower LIBOR rates more than offsetting higher debt and securitization balances. As Ron mentioned, our effective tax rate for the third quarter was higher than expected, coming in at 24.1%. This was due to fewer stock option exercises during the quarter likely due to the low share price, which resulted in minimal excess tax benefits. We currently expect our tax rate in Q4 to be back within our full year guidance range. Now turning to the balance sheet. We ended the quarter with $1.3 billion of unrestricted cash, and we also had approximately $650 million of undrawn availability on our revolver. In total, we had $4.6 billion outstanding on our credit facilities and $1.1 billion borrowed on our securitization facility. As of September 30, our leverage ratio was 2.76 times trailing 12-month adjusted EBITDA, as calculated in accordance with our credit agreement. We used $406 million to repurchase approximately 1.6 million shares during the quarter at an average price of $260 per share. We still have $1.18 billion of share buyback capacity in our program. So far this year, we've bought back 3.1 million shares and we've closed three deals, putting $1.7 billion of capital to work. On top of that, we still have low leverage and ample liquidity for additional deals and/or buybacks, clearly demonstrating the earnings power and attractiveness of our high-margin, high-cash flow business. I would also like to mention that we expect to publish our latest ESG report to our Investor Relations website within the next few weeks, and we'd be happy to take your feedback on our ESG efforts after you've had a chance to review that report. ","q3 adjusted earnings per share $3.52. q3 revenue rose 29 percent to $755.5 million. sees fy earnings per share $13.05. q3 earnings per share $2.80. " "On a per share basis, first quarter earnings were $1.93 compared to a loss per share of $1.06 last year and earnings per share of $1.52 for the first quarter of 2019. This year's quarter includes pre-tax charges of $2 million related to the impairment of one of the company's minority investments, and $2 million primarily related to severance costs in connection with the reorganization of certain support functions. Excluding these items, first quarter non-GAAP earnings were $1.96 per share, a significant reversal to the loss per share of $0.67 for the first quarter of last year and up 28.1% compared to earnings per share of $1.53 for the first quarter of 2019. We're excited to have him on board. Last quarter, I talked about entering our fiscal 2021 momentum. That was certainly the case in our first quarter. And the momentum gained strength as the quarter progressed, enabling us to deliver exceptional top line and bottom line results, even against the ongoing challenges of store closures in Europe and Canada and congestion at the U.S. ports, leading to abnormally lean inventory levels. On a sequential basis, comps dramatically accelerated through the quarter, led by our stores. A mid-teens decline in February due mainly to launch calendar shifts and tax refund delays gave way to strong triple-digit gains in March and April as we lapped the onset of the COVID pandemic last year and the disruption caused by the shutdown of our store fleet. But our stores weren't the only highlight. Our digital business also remained quite strong, up 43% on a comp basis and landing at a penetration rate of 25% of our total sales, which was higher than our expectations coming into the quarter. Perhaps more impressively, even with the challenges I mentioned, our sales performance was not only strong relative to last year's unprecedented first quarter, but also versus Q1 2019, where we saw low single-digit growth versus a strong result that year. Athleisure and fitness consumer trends continued to drive strong demand across genders and families of business. Although our inventory levels were lower than we would have liked, the composition and quality of goods was fresh, and our consumers responded very well to our merchandise assortments. This resulted in higher inventory productivity and significantly less promotional activity, enabling us to deliver healthier margins and a truly impressive bottom-line performance. Finally, we believe U.S. government stimulus and tax refunds provided incremental positives in the quarter. This stellar performance would not have been possible without all of the associates whose dedication to the success of our company and whose passion for creating incredible experiences for our customers drives our business every day. I often say we have the best team in retail, and our performance in Q1 serves as a testament to the strength of our team. As we expected, COVID-related restrictions pressured our business in Europe throughout Q1, as the EMEA fleet was opened only 39% of possible operating days in the quarter. But omnichannel growth was positive, nonetheless. And in pockets where lockdowns began to ease, such as the U.K., we saw pent-up demand drive growth at the store level as well, leaving us optimistic that the trend will continue as the region opens back up. To that end, we continue to break exciting new ground in Europe, including today's opening of our first high-profile store in Barcelona. The store features dedicated women's and kids' spaces, local artwork and curation and enhanced connectivity, including a digital interactive zone and BOPIS lockers. Additionally, we refreshed several stores across EMEA during Q1, with upgrades to fixtures, layouts and light touch improvements as we anticipate the broader reopening of the economy in EMEA. Looking ahead, we continue to have strong product tailwinds, led by the culture of basketball and footwear, comfort trends in apparel and new and exciting strategic brands in our portfolio, which Andy will talk to in more detail. While we continue to manage against the remaining port delays and gradual reopening's in Europe and Canada, these are transient issues, and we remain optimistic about our prospects as we move through the year. As it relates to the West Coast ports, there's some good news to share. Inventory flow and receipt velocity did improve as delays began to ease through the first quarter, and we expect further improvement in Q2, which should reflect positively on our inventory levels. In the meantime, we have been working with our vendor partners to utilize ultimate ports and expedited rail and truck services to accelerate the flow of goods. Now let me provide an update on our strategic initiatives and technology milestones. We continue to see enrollment increase with over 20 million members now enrolled in the countries where the program is active. We also continue to refine the KPIs that will define success for FLX moving forward, including customer retention and satisfaction. In addition to growing membership in 2021, we will also focus on expanding into additional countries, driving engagement and incremental spend by connecting in more relevant ways with our customers and integrating FLX deeper into the customer experience at Foot Locker, Inc., adding value to programs like BOPIS and Launch Reservation. Now for some highlights on our key technology initiatives. First, we continued to build on our new payments platform, adding Adyen, Giropay, and Clearpay to our selection of payment options in Europe. Providing increased convenience and flexibility for our consumer remains an imperative for us, and these new options will complement the successful rollout of Apple Pay and Google Pay last quarter. Second, as part of our digital commerce transformation, we deployed new websites in four additional European countries: the U.K., Netherlands, Germany and France, that build off the modernized platform we launched in North America last year. The new sites are easier to personalize to local markets, less costly to maintain and better leverage data analytics. Finally, we expanded the SKUs we offer on Eastbay as part of the Nike dropship program we announced in February, and we're working toward getting additional banners up on the program in the coming months. Having the right product at the right time is fundamental to our business. This program is one step toward providing more flexibility to meet customer demand. Now I'd like to discuss an important update on our organizational evolution. We've talked a lot about how the accelerated shift to digital throughout pandemic pushed us to more quickly adapt to our consumers' changing preferences and to create stronger connections with them. It's also led us to proactively accelerate our initiatives to optimize our real estate portfolio in our best-performing banners and across the most valuable locations to competitively position our store fleet for the future. The decision to shutter Runners Point in Europe during 2020 is an example of this ongoing effort, as was the decision in the U.S. to more closely align Champs Sports and Eastbay. With that in mind, during the second quarter, we have made the strategic decision to wind down our Footaction banner over the next two years and focus our resources on our iconic concepts: Foot Locker, Kids Foot Locker, Champs Sports and Eastbay. We are currently in the process of assessing the Footaction fleet to determine the best decision for each location. First, as we've discussed on prior calls, the flexibility we have with respect to our portfolio management will allow us to take advantage of a number of lease expirations over the next two years. Second, we plan to convert approximately one-third of the top-performing Footaction locations into new Foot Locker stores, establishing a bolder women's and kids presence as well as new Champs Sports and Kids Foot Locker stores. We are excited about the opportunities to expand our women's and kids presence within our Foot Locker and Champs Sports banners. But a decision like this is never easy. Through their contributions, we've gained valuable learnings and consumer insights. As we look ahead, we see this as an opportunity to strengthen our global portfolio of brands, increase our value to our shareholders and vendor partners and ultimately position Foot Locker, Inc. to better serve our consumers in a post-COVID marketplace. As part of our broader brick-and-mortar strategy, we will also continue to flex our powerful and expansive real estate portfolio to our advantage to accelerate our pivot off-mall, while continuing to invest in our community and Power Store assets. We also intend to grow the Champs Sports homefield concept, with extended assortment for men's, women's and kids that will expand to include lifestyle and performance categories. It truly speaks to the power of this category and our consumers' appetite for cool, premium product. For over a year now, we have been tested by the COVID pandemic and have prevailed as a leader in our industry. Most importantly, COVID has taught us to innovate, to move faster and to go above and beyond for our consumers as we strive to inspire and empower youth culture. Many parts of the world are still dealing with lockdowns due to emerging COVID variants and the uneven vaccine distribution. We continue to feel that impact on our business in Europe and Canada, where roughly 230 stores are temporarily closed. That said, there's a lot to be excited about right now in our business and industry. Trends and momentum are strong. Our strategic direction and focus have never been sharper. Our financial position is in excellent shape and our bench of talent is deep. I'm confident in our team's ability to take advantage of the many opportunities we see as the year progresses and the world continues to recover. With that, let me pass it over to Andy. I'm looking forward to the partnership ahead. Throughout the quarter, we remain focused on our strategies to strengthen our competitive advantages, while reinforcing our existing relationships and bringing new consumers into our business. We did that by building on three key areas of strength: Our product leadership and diversity; continuing to create a pipeline of new products, new brands, new categories and new ideas to excite our consumers; our omni experiences, utilizing our global scale and investments to enhance and further connect the digital and physical journey for our consumers; and our commitments to our communities, being of the community and in the community, and personalizing our relationships to make a meaningful impact on our consumers' lives. All of that was evident in the first quarter as we delivered new products, new content and new experiences to delight our consumers. In total, all our families of business were strong. Our footwear business increased over 70%, while our apparel and accessory businesses were both up triple digits. Both families of business also increased as compared to 2019. The strength in footwear was broad-based with gains across all regions, led by North America and Asia Pacific. Similarly, we saw strong double-digit increases across men's, women's and kids' footwear, with our women's business driving the largest gain. By category, men's basketball continued to see healthy momentum, delivering a high double-digit increase led by the Jordan brand, key Nike icons and some compelling new initiatives by Puma and Reebok. Additionally, we brought new consumers into the business with an increased focus on our seasonal category. This helped to drive a triple-digit increase with gains in UGG, BIRKENSTOCK and new brand introductions, including Crocs. Meanwhile, men's running increased strong double digits, led by the key franchises of Max Air, Adidas Nomad, Puma RS-X and strong momentum in our partnership with New Balance. It was also a strong quarter for our apparel business, which was up triple digits compared to the first quarter of last year and up double digits versus the first quarter of 2019. Men's and kids led the way up triple digits, while women's increased strong double digits. The casualization of society remained the catalyst for our business, and we saw all major categories increase, with shorts driving the largest gain with momentum across many brands, including our own. And across all product areas, our customers continue to respond well to elevated storytelling, with our consumer concept offense delivering exciting exclusive programs. These included, City to the World from Nike, and All Day I Dream About Sneakers with Adidas, which both feature unique versions of their respective iconic silhouettes. We also partnered with We Need Leaders and New Balance to pay homage to the leaders of the street running movement, and we created some fun with our Sesame Street and Champion collaboration. Looking ahead, there's a lot coming to market to keep our consumers engaged. The culture of basketball remains strong with new launches from Adidas, Puma and New Balance bringing further dimension to the category. We are continuing our seasonal expansion with UGG, Crocs, Converse and Vans, and we have a very strong pipeline of ideas and inventory in apparel to maximize the ongoing momentum in the category. And we will continue to enhance our storytelling in Q2 through our celebration of the 25th anniversary of the Griffey 1 with our Nike concept and our second installment of All Day I Dream About Sneakers with Adidas. We also have exciting collaborations in the pipeline with the likes of Kids of Immigrants and Vans, Louis de Guzman and New Balance, and Puma and White Castle, to name a few. Beyond product, I also remain enthusiastic about our community initiatives and how we continue to lead with purpose and extend our community stores across the globe and expand our local geo teams to ensure that we are more deeply rooted in the neighborhoods we serve. That includes local experiences, local products and local give back. And we continue to bring this to life with the openings of Foot Locker and Kids Foot Locker in Old Spanish Trail in Houston and Champs Sports in the Oakbrook Mall in Chicago. We also continue to fuel the future of our industry for the next generation of creators through our greenhouse incubator and our homegrown and lead initiatives. On the latter, in addition to our work to advance education and economic opportunities for the black communities we serve, we have also established partnerships with 45 new black-owned brands and creators to provide a platform to showcase their design collaborations this year. Next to that, we also continue to invest in growing our membership and enhancing our consumer journey through the geographic rollout of FLX and adding millions of new members to our business in Q1, expanding our dropship initiative, elevating our mobile app experience, enhancing our buy online and pickup in-store journey, providing new payment options and much more, all to better serve our consumer. So a lot of work against our key strategic initiatives as we continue to push our consumer offense forward. It's a combination of product leadership and diversity, our enhanced omni capabilities and our focus on community and purpose that will keep us moving forward and strengthen our relationship with our consumers. Let me now pass the call over to Andrew. It is my pleasure to join you today to discuss our first quarter results. As a consumer of this brand, Foot Locker always stood out to me as a source of inspiration and empowerment of youth culture. Now as a member of the Foot Locker family, this is more evident than ever, and I see that passion in all that we do. In my short time with the company, my observations have reaffirmed my belief that this is a very special organization, one that is positioned for ongoing success and value creation. It's no secret that the retail environment is rapidly changing. The pandemic has only accelerated the change. Everything from the customer journey, the process of discovery and the magnitude of digital engagement has evolved and intensified. It's clear to me that our team is focused on key initiatives that amplify the consumer experience across all of our touch points. Supporting our transformative initiatives is our financial position, which is as strong as it's ever been and will allow us to remain opportunistic as we pursue our strategic plans. No doubt, there are challenges that stand before us, as well as key strategic decisions, such as the rationalization of our real estate portfolio that Dick mentioned earlier. But as we continue to emerge from the pandemic, our objectives will center around executing our growth strategy, amplifying our unique value proposition to our consumers and vendor partners and returning value to our shareholders. Let me say once again: I'm glad to be here working with Dick and the broader team, and I look forward to sharing more as we continue to evolve the omnichannel retail experience for our consumers. Before we get into the numbers, I'd like to note that in addition to comparing our results to last year, I will also reference comparisons to the first quarter of 2019 where it's helpful. Now let's talk about our performance in the first quarter. We delivered exceptionally strong top and bottom-line results in Q1, especially when considering the impact the pandemic continue to have on our operations. Our comp sales increased 80.3% in spite of store closures in Europe and Canada and supply chain pressures in the U.S. and EMEA. The combination of robust demand for our assortment and lean with fresh inventory composition led to significantly lower levels of promotional activity this quarter. As a result, we had strong gross margin recovery compared to Q1 of 2020 as well as expansion versus Q1 of 2019. This, coupled with leverage on our SG&A expense, drove a meaningful swing in first quarter earnings per share versus last year's loss and a nearly 30% increase over Q1 of 2019. Taking a closer look at our results. Total sales increased 83% over last year and 3.6% over Q1 of 2019. On a constant currency basis, sales increased 79% over Q1 of 2020. The strength was primarily driven by our stores, which increased 99%. Let me remind you that our fleet was open 83% of potential operating days in the quarter versus 48% last year. While our U.S. and Asia Pacific banners were essentially fully opened, EMEA and Canada continued to face pressure due to COVID restrictions, opened roughly 39% and 75% of potential operating days, respectively. Our direct-to-consumer channel remained quite healthy as well, with sales up 47% as customers truly embraced our omnichannel offering. DTC was 25% of total sales for the quarter compared to 31% last year. Despite being much less promotional, average selling prices were down low single digits in the quarter, while units nearly doubled. The decline in ASP was driven primarily by product mix. We had a higher level of apparel and accessories in our mix this year versus last year. In general, apparel and accessories carry lower ASPs than footwear. In addition, we lapped last year's strong digital performance, which was heavily penetrated in footwear. Clicking down to our regions. North America saw impressive growth nearly across the board, led by Champs, where comps increased triple digits. The rest of the U.S. banners follow with comps up over 90% and Foot Locker Canada posted a low 70% gain as it contended with store closures as we previously discussed. Eastbay was up middle single digits for the quarter, which was an improvement from recent trends. The gradual return to group sports participation sparks sales of hard goods and team performance products. Recall, that unlike our other banners, Eastbay did not comp against store closures last year. Foot Locker Asia delivered a triple-digit comp gain, while Foot Locker Pacific increased in the mid-90% range. Despite extensive COVID restrictions, Foot Locker Europe still posted a high 30% comp increase. Sidestep, which experienced the most store closures, decreased in the high teens. Encouragingly, the direct businesses remained very strong for both banners. Moving down the income statement. Gross margin was 34.8% compared to 23% last year. When compared to a more normal Q1 2019, gross margin improved 160 basis points. Our merchandise margin rate improved 250 basis points over last year and 80 basis points over 2019, as the meaningful reduction in markdowns more than offset the higher freight expense that comes with increased penetration of digital sales. Looking ahead, we expect the promotional environment to remain favorable through most of the year, but to a lesser extent than what we experienced in Q1. As a percent of sales, our occupancy and buyer's compensation returned to more normal levels versus last year's abnormally high rate. Inclusive of approximately $5 million of COVID-related rent abatements in the quarter, our occupancy costs leveraged 80 basis points over Q1 of 2019. Our SG&A expense rate came in at 19.4% of sales in the quarter, as our strong sales results provided us with 750 basis points of leverage over last year and 60 basis points of leverage compared to 2019. In addition to careful expense control, we received approximately $10 million in government subsidies, which partially offset nearly $2 million of incremental PPE expense and 90 basis points of higher bonus expense. For the quarter, depreciation expense was up slightly to last year at $45 million. Net interest expense increased $1 million compared to last year due to lower levels of interest income on our cash balance. We previously disclosed, given the considerable improvement in credit markets, we amended our credit facility, which will result in lower fees moving forward. Our tax rate came in at 28.7% versus 22% in Q1 last year. We ended the quarter in a strong liquidity position with over $1.9 billion of cash, an increase of $951 million as of the end of Q1 last year. Our higher inventory turn and slower receipt flow rate was a significant source of cash, building upon the cash we accumulated through our preservation efforts last year. We currently have no outstanding borrowings on our $600 million credit facility. At the end of Q1, inventory was down 30% compared to last year. However, keep in mind that at the end of Q1 2020, our inventory was up 20%, which was due to the elevated store closures resulting from the pandemic. We expect our inventory levels to begin building back up in Q2. We invested approximately $51 million into our business during the quarter. This funded the opening of 12 new stores as well as the remodeling or relocating of 15 stores. We also closed 58 stores in the quarter, primarily in the U.S., leaving us with 2,952 company-owned stores at the end of Q1. For the full year, we now expect to open approximately 160 stores, remodel or relocate 120 and close 240. These amounts reflect the Footaction stores we plan to close or reposition in 2021. Looking ahead, we are tracking toward approximately $275 million in capital expenditures this year, in line with our prior guidance. In terms of shareholder returns, we paid out $21 million in dividends this quarter and repurchased approximately 620,000 shares for $34 million. Given the ongoing uncertainty of the pandemic and its continued impact on our visibility across our global portfolio, we are not providing detailed guidance at this time. However, the following directional considerations for Q2 and the full year may be helpful. For the second quarter, looking at sales, keep in mind that our comps were up nearly 19% last year in what is historically our lowest volume quarter of the year. This was due to pent-up demand, high promotional activity and government stimulus. Due to delays in inventory receipts in Q1 of the current year, some sales have shifted into Q2; and as a result, we expect Q2 total sales to be relatively in line with last year. With respect to gross margin, given the level and freshness of our inventory, we expect less promotional pressure on merchandise margins as compared to Q2 last year. Please keep in mind that we face a $6 million headwind for rent abatements we obtained in Q2 last year. Compared to the second quarter of 2019, we expect to see some modest gross margin expansion. With respect to SG&A, bear in mind, our strong Q2 sales last year helped to provide leverage beyond our expense management efforts. We anticipate SG&A to be elevated compared to 2020 as we lap the unique elements that benefited Q2 last year, including $17 million in government subsidies and reduced store operating costs. Given our strong start to fiscal 2021 and assuming a continued recovery from the pandemic, our current high-level expectations for the full year are as follows: total sales to increase at a low double-digit to low teens rate over fiscal 2020; meaningful gross margin expansion over fiscal 2020, largely reflecting a more rational promotional environment. When compared to fiscal 2019, we expect to see modest gross margin improvement. SG&A rates to be roughly in line with fiscal 2019. Looking at our non-GAAP tax rate, for the full year, we expect it to be lower than fiscal 2020 but somewhat higher than fiscal 2019. ","foot locker q1 non-gaap earnings per share $1.96. q1 non-gaap earnings per share $1.96. q1 earnings per share $1.93. q1 same store sales rose 80.3 percent. foot locker - in q2 2021, company decided to convert about one third of its footaction stores into other existing banner concepts over course of year. co will close majority of remaining footaction stores as leases expire over next two years. not providing detailed full-year 2021 guidance at this time. " "Mark will review our second quarter results, provide our outlook for the remainder of 2021 and discuss our diamides business. Andrew will provide an overview of select financial items. Information presented represents our best judgment based on today's understanding. Actual results may vary based upon these risks and uncertainties. Today's discussion and the supporting materials will include references to adjusted EPS, adjusted EBITDA, adjusted cash from operations, free cash flow and organic revenue growth, all of which are non-GAAP financial measures. Please note that as used in today's discussion, earnings means adjusted earnings and EBITDA means adjusted EBITDA. A reconciliation and definition of these terms as well as other non-GAAP financial terms to which we may refer during today's conference call are provided on our website. Our second quarter results, revenue up 8%, EBITDA up 2% and earnings per share up 5% year-over-year were slightly ahead of our guidance. These results were fundamentally driven by volume, reflecting robust demand for FMC products around the world. Innovation continues to be a catalyst for growth. New products introduced in the last 12 months contributed $30 million in sales growth in the quarter and our plant health products, including biologicals, posted Q2 sales growth in the high teens. We continue to expect a very strong second half of 2021, driven by robust volume growth. We have lowered our full year earnings guidance due to the continued acceleration of raw material, packaging and logistics costs. We will go into this in more details later. I'd like to take a moment to provide a COVID-19 update on our business. All our manufacturing facilities and distribution warehouses remain operational and properly staffed. Our research laboratories and greenhouses also have continued to operate throughout the pandemic. We are resuming in-office operations work permitted by local authorities. And in June, we introduced flexible work arrangements to facilitate the return of all our staff to our headquarters in Philadelphia as well as some other locations in adherence with local guidelines. Turning to our Q2 results on slide three. We reported $1.2 billion in second quarter revenue, which reflects an 8% increase on a reported basis and a 4% increase organically. Asia and Latin America posted the largest growth of 20% and 15%, respectively. Our fungicides grew over 50% in the quarter, driven by the Xyway launch in the U.S., and fungicides represented 8% of total sales in Q2 versus 5% of our sales in the prior year period. Adjusted EBITDA was $347 million, an increase of 2% compared to the prior year period and $2 million above the midpoint of our guidance range. EBITDA margins were 28%, a decrease of 150 basis points compared to the prior year, reflecting the impact of continued and accelerating cost headwinds. Adjusted earnings were $1.81 per diluted share in the quarter, an increase of 5% versus Q2 2020 and also $0.03 above the midpoint of our guidance range. The year-over-year increase was primarily driven by the increases in EBITDA and lower interest expense. Moving now to slide four. Despite the unfavorable weather conditions in several regions, Q2 revenue increased by 8% versus the prior year, driven by a 4% volume increase and a 4% tailwind from foreign currencies. Pricing was essentially flat year-over-year. Sales in Asia increased 20% year-over-year and 13% organically, driven by double-digit growth in India, Australia, Indonesia and Pakistan. Insecticides contributed the greatest growth, including Altacor for cotton, and herbicide sales were also very strong, driven by share gains in India for soybean and sugarcane applications as well as robust sales in Australia. In Latin America, sales increased 15% year-over-year and 12% organically. Mexico and Colombia each posted double-digit growth, driven by strength of our products on specialty crops. We also had a shift of diamide partner sales to Latin America from North America, similar to what occurred in Q1, which boosted the year-over-year growth rate. EMEA sales increased 3% year-over-year, but declined 3% organically as FX was a significant tailwind in the period. Diamides grew well, and we saw strong sales of herbicides for cereals and sugar beets. However, this wasn't enough to offset the late start of the spring, which resulted in lost applications for the FMC portfolio that will not be regained during the season. In North America, sales decreased 7% year-over-year and 8% organically. Similar to Q1, the year-over-year sales decline in Q2 was due to the shift of diamide partner sales from North America to other regions. Excluding revenue from our global diamide partnerships, our U.S. and Canada crop business grew greater than 20%, driven by an approximate $25 million contribution from two new products, Xyway fungicide and Vantacor insect control for specialty crops. Turning now to the second quarter EBITDA bridge on slide five. EBITDA in the quarter was up 2% year-over-year due to the volume contribution of $42 million, largely offset by a $35 million cost headwind. The cost headwind continues to be driven by increases in raw material, packaging and logistic costs and the very modest reversal of some of the temporary cost savings from 2020. Pricing was essentially flat versus prior year. Turning to our view of the overall market conditions for 2021. We now expect the global crop protection market will be up mid-single digits on a U.S. dollar basis, which is slightly higher than our prior forecast and the most bullish we've been on the overall market for the past few years. The reason for the change is our view that the Latin American market will now grow in the high single digits versus low single digits before. Basic crop fundamentals remain strong, especially in that region. We continue to anticipate mid-single-digit growth in the EMEA market, low to mid-single-digit growth in the Asian market and low single-digit growth in the North American market. Turning to slide six and the review of FMC's full year 2021 and Q3, Q4 earnings outlook. FMC full year 2021 earnings are now expected to be in the range of $6.54 to $6.94 per diluted share, a year-over-year increase of 9% at the midpoint. This is down $0.31 at the midpoint versus our prior forecast. Consistent with past practice, we do not factor in any benefit from future potential share repurchases in our earnings per share guidance. Our 2021 revenue forecast remains in the range of $4.9 billion to $5.1 billion, an increase of 8% at the midpoint versus 2020. EBITDA is now expected to be in the range of $1.29 billion to $1.35 billion, representing a 6% year-over-year growth at the midpoint. This is a $50 million reduction at the midpoint compared to our prior forecast due to continued acceleration costs for raw materials, packaging and logistics. This includes spending more to procure certain raw materials and intermediates from alternate sources where there is limited availability at our preferred suppliers. Despite dry and cold conditions in certain parts of Brazil during Q2, we are bullish for the second half in Latin America, especially for soybeans and cotton. In Brazil, our channel inventories are at more normal levels for this point in the season following the actions we took in Q1 this year. And we already have received nearly 70% of the orders needed to deliver our full year forecast in Brazil. Guidance for Q3 implies year-over-year sales growth of 8% at the midpoint on a reported basis and 7% organically. We are forecasting EBITDA growth of 5% at the midpoint versus Q3 2020, and earnings per share is forecasted to be up 7% year-over-year. Guidance for Q4 implies year-over-year sales growth of 20% at the midpoint on a reported basis with no FX impact anticipated. We are forecasting EBITDA growth of 35% at the midpoint versus Q4 2020, and earnings per share is forecasted to be up 46% year-over-year. It is worth noting that about half of this growth is going to be driven by the return of business we missed in Q4 2020 due to supply chain issues in North America and weather impact in Latin America. Turning to slide seven and full year EBITDA and revenue drivers. Revenue is expected to benefit from 6% volume growth, a 1% contribution from higher prices and a 1% benefit from FX. We continue to expect broad growth across all regions except EMEA and a very strong second half of 2021. We have raised our forecast for 2021 revenue contribution from products launched in the last 12 months to $130 million from $100 million before. This includes launches of Overwatch herbicide, Xyway fungicide as well as Vantacor and Elevest insect controls. Our EBITDA bridge shows an increase of about $50 million in the expected impact from costs versus our May forecast. We continue our cost control actions to limit the net cost headwind. As we stated throughout the year, the R&D spending in our forecast is what is needed to keep our projects on a critical path to commercialization. But this year-over-year increase will be closer to $20 million rather than the $30 million to $40 million we had previously indicated as we limit overall cost increases. Relative to our prior guidance bridge in May, we raised the anticipated volume contribution and lowered our benefit from pricing to reflect our decision to take volume with our high-margin portfolio. Moving to slide eight, where you see the Q3 and Q4 drivers. On the revenue line for the third quarter, we are expecting a 6% contribution from volume, 1% contribution from price and 1% benefit from FX. We had a very strong revenue outlook for Q4, driven by five main elements. First, we forecast a strong recovery for our U.S. and Brazil businesses following the weak Q4 2020 in those countries. This contributes about half of the total growth in the quarter. Second, new products will be a major factor. Xyway fungicide, new diamide formulations Elevest and Vantacor, Fluindapyr fungicide for noncrop applications in the U.S., Overwatch herbicide in Australia and Authority NXT herbicide in India. Third, strong crop fundamentals. We expect a strong Q4 in North America and Latin America, driven by good fundamentals for a variety of crops. In Brazil, this includes cotton, as growers have indicated a 15% increase in hectares for the upcoming season. Fourth, improved market access and expansion into new geographies and crops. This is having a significant impact in India, Indonesia, the Philippines, Vietnam, Eastern Europe and Russia. And finally, fifth, price increases will help offset the FX headwind from last year and the higher costs from raw materials this year. We are already holding orders for Brazil and U.S. that are at higher year-over-year prices. Much of our forecasted Q4 EBITDA growth will come directly from the volume and pricing growth I just described. Although we are seeing a large increase in cost in Q4 on a year-over-year basis, we are taking actions to reduce SG&A and R&D to offset a portion of the raw material and supply chain cost headwinds we are facing. FX was a stronger-than-expected tailwind to revenue growth in the quarter at 4% versus our expectations of a 1% tailwind as the U.S. dollar weakened against all major currencies relevant to FMC. Interest expense for the quarter was $32.6 million, down $8.1 million from the prior year period driven by the benefit of lower LIBOR rates and lower foreign debt balances. With continued low interest rates, we now expect interest expense to be between $130 million and $135 million for the full year. Our effective tax rate on adjusted earnings for the second quarter was 13.5% as anticipated and in line with our continued expectation for the full year tax rate. Moving next to the balance sheet and liquidity. Gross debt at quarter end was $3.8 billion, up roughly $200 million from the prior quarter. Gross debt to trailing 12-month EBITDA was 3.2 times at the end of the second quarter, while net debt to EBITDA was 2.6 times. The difference between gross debt and net debt metric is much larger than usual this quarter as we had significant cash that we were not able to return to the United States prior to quarter end. We are exploring repatriation alternatives for this cash in the third quarter. Both levered metrics were above our targeted full year average leverage levels due to seasonality of working capital and will improve through the remainder of the year. Moving on to slide nine and cash flow and cash deployment. Free cash flow for the second quarter was $204 million, essentially flat to the prior year period. Adjusted cash from operations was lower than the prior year period, in large part due to timing changes of certain tax payments. Inventory was higher, reflecting the accelerating cost of raw materials as well as increased inventory levels, particularly of diamide, as we prepare for a very strong second half. However, the growth in inventory was offset by increased payables. Capital additions were somewhat higher as we continue to ramp up spending following deferral of projects last year due to COVID. Legacy and transformation spending was down substantially with the benefit of the completion of our SAP program. With the reduction in our outlook for full year EBITDA, we are similarly adjusting downward our expectations for free cash flow to a range of $480 million to $570 million, with the vast majority of this cash flow coming in the fourth quarter. Our outlook for adjusted cash from operations has weakened further the EBITDA, driven by somewhat higher-than-expected working capital due to shifts in timing of sales to the latter part of the second half of the year, which will shift some collections into the following year, as well as higher inventory driven partially by elevated raw material costs. Our outlook for capital additions as well as for legacy and transformation have improved slightly. We returned $87 million to shareholders in the quarter via $62 million in dividends and $25 million of share repurchases, buying back 212,000 shares in the quarter at an average price of $118.10 per share. Year-to-date, we've returned $224 million to shareholders through dividends and repurchases. For the full year, we continue to anticipate paying dividends of roughly $250 million, and now expect to repurchase a total of $350 million to $450 million of FMC shares this year, with the outlook for repurchases down slightly, reflecting the lower EBITDA guidance. And with that, I'll hand the call back to Mark. Today, we'll provide an update on the progress of our diamide growth strategy. Since we launched FMC as a pure-play agricultural science company, diamides have been a core part of our business. Rynaxypyr and Cyazypyr have grown to be almost 40% of FMC sales today. Turning to slide 11 and some basic data on the insecticides market, which has grown by 83% from 2007 to 2019 and is approximately $17 billion in value today. Following the broad crop protection market drop in 2015, insecticides have grown 2% per year. We expect this to accelerate in the next decade to about 3.3% compound annual growth rate, as higher-value technologies take more share from older insecticides that are being phased out by regulators. We believe by 2030, the insecticide market will expand by about $7 billion versus 2019 to $24 billion in total. Moving to slide 12. We show the year-by-year revenue of the major insecticide active ingredient classes from 2014 through 2019, as reported by AgbioInvestor, and the respective share gains and losses over the period. FMC diamides Rynaxypyr and Cyazypyr make up well over 80% of the entire diamides class, which includes a few other smaller active ingredients. Our diamides have grown to be about 10% to 11% of the total insecticide market, and the total diamides class has gained 2% share from 2017 to 2019 to reach 13% of the total insecticide market. Conversely, organophosphates and neonicotinoids have lost overall share. Turning to slide 13. We show the geographic breakdown of our $1.8 billion in diamide sales in 2020. This is all Rynaxypyr and Cyazypyr sales and includes FMC sales of branded products and sales to our partners. Asia makes up nearly 40% of our diamides business today with North America a little over 1/4 of the sales and EMEA and Latin America between 15% and 20% each. FMC diamides have grown well above the market in all regions since we acquired them in 2017. On the right is the crop breakdown for our diamides. It should be no surprise that fruit and vegetables and rice make up about 50% of our current revenues. This is why the diamides are so strong in Asia, since that market is about 30% rice and 30% fruit and vegetables. Turning to slide 14 and our diamides commercial strategy, which we've discussed many times over the past two years. We have long-term supply agreements with five key multinational companies, including the UPL deal we announced in March of this year. We also have 50 local agreements in various countries, and we have another 15 potential agreements currently under discussion. These agreements are helping significantly expand the market for our diamides. Our partners give us access to customers we do not currently serve. They also have access to certain active ingredients that can be formulated with our diamide to expand the market beyond what FMC has access to. The $1.8 billion diamide revenue in 2020 was roughly 60% through our own commercial activities, which we label as FMC branded on these charts and 40% through our global and local partners. Since we acquired these products, our diamide growth has been evenly split between FMC-branded business and sales to our partners, which demonstrates how complementary these two routes to market are. We've been very deliberate in driving our growth through our partnership model. The success of this model is shown by the fact that the company EBITDA margins expanded 100 basis points from 2018 to 2020, even as these partners were growing significantly, confirming this strategy is not margin dilutive. The other aspect to having sales to partners represent $700 million of our annual revenue can add more volatility in timing of demand. As such, revenues can be impacted by shifts in partner demand across the geographies and in time periods. We have structured the contracts with partners to have extended duration. Many of the agreements go through the end of this decade and some go beyond that time frame. Moving to slide 15. There are several highlights of how we have grown our FMC-branded portion of our diamide sales. New formulations, new registrations, label extensions and improved market access will drive growth not only for the diamides but for all FMC active ingredients. Earlier this year, we launched the novel patent-pending Vantacor formulation in the U.S., which has already exceeded our original forecast. Vantacor provides a much higher concentration than prior Rynaxypyr formulation, offering improved mixing, less packaging and an improved sustainability profile. We see compelling opportunities in several crops and plan to launch Vantacor around the world, including Australia, where we have just received regulatory approval. We will continue to introduce other new mixtures and innovative formulations in all regions with 11 more launches expected by 2026. We are also developing new products' offerings for our patented PrecisionPac and 3RIVE 3D systems, which are expected to launch during the next five years. Furthermore, we continue to expand our precision agricultural platform with additional services provided to growers and dealers through Arc Farm Intelligence. Moving to slide 16, where we provide an update on our registrations and label extension strategy for our FMC-branded diamides. A product registration from regulators is required in every country where we wish to sell, and each specific crop to be treated must be further approved by the regulators in that country. Every product use approved by regulators equals a new slice of addressable market. Today, we have approximately 2,700 approved uses across all products based on Rynaxypyr, and 1,100 across all products based on Cyazypyr. We currently have 600 regulatory submissions under review and another 230 that we plan to submit to regulators from 2021 to 2025. We anticipate nearly 600 of these will achieve regulatory approval in the next five years. Moving to slide 17 and the diamide patent state. Rynaxypyr is covered by 21 patent families with a total of 639 granted and pending patents. Together with Cyazypyr active related patents, we have over 30 patent families and close to 1,000 granted and pending patents filed in 76 countries worldwide. Rynaxypyr and Cyazypyr are complex molecules to produce. We have patented many of these steps and several of these intermediate processes patents run well past the expiration of the active ingredient composition of matter patents. The fastest route to market for a competitor to enter the market for generic Rynaxypyr or Cyazypyr is to register their product by relying on FMC's product data. To do so, they will also be required to demonstrate that their product has the same profile as FMC's Rynaxypyr or Cyazypyr. To meet these stringent regulatory requirements for such difficult-to-manufacture molecules, the AIs will have to be made the same way we are making it, which is protected by our FMC process patents. Our patent portfolio includes extensive coverage of key intermediate chemicals, commercial and alternative manufacturing processes, mixtures and formulations. slides 18 and 19 show the patent time lines for the top five markets. Taking into account our patents and regulatory requirements, we do not expect to see sales by a legitimate generic competitor that uses the approved manufacturing process, which would rely on our Rynaxypyr product data before 2026 in Europe, Brazil, India or in China, and 2027 for the U.S. Using that same approach for Cyazypyr on slide 19, we do not expect to see sales by legitimate generic competitors until 2026 for Brazil, China and India, 2027 for Europe, and 2028 for the U.S. It is important to note that process and intermediate patents are critical as it is extremely difficult to produce these compounds without these intermediates. Moving to slide 20. We are confident that our patent portfolio is impossible. This is evident in a recent favorable injunction, restraining NATCO in India from making or selling any product containing Rynaxypyr. Notably, the court also ordered NATCO not to use our patented processes to make Rynaxypyr. We anticipate that this is the first of many successful enforcements of our diamide process patents. To date, we have enforced our patents and obtained preliminary injunctions or settlements against six infringers in India, and we have commenced litigation against four infringers in China. Beyond patent enforcement, we've also had a variety of other successful court decisions that support our strategy. For example, we have obtained an injunction against the Brazilian regulators to respect our Rynaxypyr data exclusivity, which will postpone action on all generic Rynaxypyr applications filed while our data exclusivity was still in force. This effectively delays their registration approval by years. In addition to our legal strategy, we have also adopted a comprehensive regulatory advocacy strategy that includes notifying regulators about companies that do not have permission to produce. As a result of these efforts, multiple countries have decided not to accept applications for registration of Rynaxypyr products prior to the active ingredients' patent expiration and others have decided to require additional data and proof of legitimate manufacturing rights in the source country as part of the application process. So to recap on the diamides. First, the insecticide market continues to grow, and our diamides will continue to take share. Second, our partner strategy is accelerating the growth of diamides and smoothing the transition to a post-patent business later this decade. Third, our patent state is strong and will remain in place for a long time. Fourth, we are successfully defending our patents and we'll continue to enforce our IP. And fifth, diamides will continue to be a meaningful contributor to FMC's growth throughout this decade and beyond. Our mid- to long-term growth story is firmly rooted in the strength of our current portfolio, the diamide expansion we just outlined and the significant growth we anticipate from our new product pipeline over the next decade. This is a bold step for our company and reflects our deep commitment to sustainability. ","fmc corp sees q3 revenue up 8%. sees fy adjusted earnings per share $6.54 to $6.94. sees q3 revenue up 8 percent. sees q4 revenue up 20 percent. sees fy revenue $4.9 billion to $5.1 billion. qtrly revenue of $1.2 billion, an increase of 8 percent versus q2 2020. qtrly consolidated adjusted earnings per diluted share of $1.81. " "Non-GAAP financial measures should be viewed in addition to, and not as an alternative for our reported results prepared in accordance with GAAP. Gary will discuss asset quality and Vince will review the financials. Today, I'll touch on our 2020 financial highlights, review last year's accomplishments, and wrap up with a discussion about our strategic objectives. First, I'd like to highlight some key metrics from our 2020 financial results. Despite substantial challenges resulting from the pandemic, management took significant actions to protect our employees and preserve shareholder value, implementing measures to improve efficiency and increase profitability as we navigated the pandemic. Looking at the fourth quarter, FNB reported operating earnings per share of $0.28, and operating return on tangible common equity increased to 15% building on the upper quartile returns relative to peers through the first nine months of 2020. Turning to the income statement for fiscal year 2020, FNB reported record total revenue of $1.2 billion, operating net income of $314 million and operating earnings per share of $0.96, while building significant credit reserves to address economic risks associated with the pandemic. These profitability levels resulted in strong internal capital generation driving our tangible common equity and the CET1 ratio to the highest levels in decades, and increasing tangible book value per share by 5% to $7.88. Because of our performance in the prudent risk management culture, FNB continue to pay an attractive dividend. Our portfolios continue to expand with full year average loan and deposit growth of 11% and 14%, respectively. This growth was due to the resiliency of our bankers and the success of the Paycheck Protection Program with balanced contributions across our legacy footprint and added growth in our Southeastern markets. Our leadership team prioritized a number of financial objectives during fiscal year 2020 designed to drive long-term results. Reflecting on the 2020 operational initiatives we laid out in last year's letter to our shareholders, we made significant progress toward this objective in spite of a difficult operating environment. We set out to deliver peer-leading returns on tangible common equity and drive internal capital generation and growth in tangible book value per share. Our 2020 return on average tangible common equity of 13% and 5% growth in tangible book value continue to track above others in the industry. Sustaining this trajectory through execution of this strategy should increase our relative valuation over time compared to peers. In tandem with delivering this financial performance in a challenging environment, we set out to protect our attractive dividend, while optimizing capital deployment. For the full year, we paid out $165 million in cash dividends and repurchased nearly $40 million of stock under our current stock repurchase program, returning over $200 million directly to shareholders. From a capital planning perspective, we've now surpassed our previously stated target and completed the adoption of CECL, both leading to enhanced flexibility to optimize capital deployment in this environment. During the second half of the year, we took significant steps to enhance future risk-adjusted returns through prudent balance sheet actions, notably the auto loan sale in November, reducing exposure to COVID-19-sensitive industries and the prepayment of higher cost liabilities. These actions reduced overall credit risk, reduced future interest expense and provides us with more liquidity moving forward. In the fourth quarter, we resumed the inaugural FNB share repurchase program after activity was halted in the first quarter due to uncertainty related to the pandemic. When considering the total capital consumed by the dividend and share buyback combined, we are pleased to report an increase in year-end capital levels. Approximately 25% of the total shares repurchased were below tangible book value, resulting in accretion to that metric. The overarching goal of our organization is to grow revenue by prudently increasing our loan and deposit portfolios, all while maintaining superior credit quality and FNBs risk management culture through this cycle. During a difficult operating environment, many of our teams exceeded loan and deposit origination targets, while improving our funding mix through a focus on bringing in low-cost deposits. As a proof point, loans continue to grow even when excluding the impact of PPP and the auto loan portfolio sale. On the deposit side, in addition to an improved deposit mix, non-interest bearing deposits surpassed $9 billion to end the year. As a percentage of non-interest bearing deposits, our percentage of non-interest bearing deposits increased to 31%, up meaningfully from 24% five years ago. FNB is in a very strong liquidity position with a loan deposit ratio of 87% to fund future loan growth with strengthened capital and enhanced liquidity. Diversification and growth in our fee-based businesses, namely capital markets, mortgage banking and wealth management, contributed significantly to our record total non-interest income levels. Our fee-based businesses had an outstanding year with many groups setting all-time records for revenue. In 2020, capital markets, mortgage banking and wealth management achieved revenues of $39 million, $50 million and $49 million, respectively. The strong performance was driven by increased contributions due to our geographic expansion strategy and providing value-added solutions to borrowers. We continue to look for ways to diversify our fee income streams by executing on strategic initiatives such as growing the mezzanine finance group and enhancing FNB's debt capital markets capabilities. Total operating non-interest income exceeded $300 million in 2020. Through our continuous investment in both our digital and physical delivery channels, we aspire to provide our customers with intuitive and efficient solutions to meet their banking needs. On the digital front, adoption rates from mobile banking users have increased exponentially in 2020, attributable to 18% growth in new users added to the platform in the last nine months. Looking back over the last five years, we have now consolidated 111 branches, opened 12 de novo branches in attractive markets and expanded our ATM capabilities to exceed 800 locations. These actions enabled FNB to optimize our overall footprint with limited disruption for our customers. We have diligently invested in technology and risk management infrastructure by upgrading platforms in the retail bank and improving the customer experience. We continue to evaluate our distribution network regarding consolidation efforts as we announced '21 consolidation to take effect in 2021. Building on FNB strategy to grow its market presence, particularly in metropolitan Baltimore and Washington DC, we entered an agreement with Royal Farms, a regional convenience store operator, that enables us to connect cash distribution services with a robust, online and mobile banking offering, providing convenient access to essential banking products and services throughout a broader geographic region with the deployment of more than 220 ATM locations in the Mid-Atlantic region. In addition to withdrawals, transfers and balance enquiries, several of the Royal Farms ATM will also feature check and cash depositing capabilities to provide customers with even greater flexibility and increased access to broader product offerings. As evidence of successful execution of our growth strategy, according to the most recent FDIC data, we experienced deposit growth in 50 to 53 MSAs across our footprint. FNB achieved top-5 share position in nearly half of those MSAs, further illustrating our ability to compete effectively in our market against a broad spectrum of competitors. Additionally, we strive to continue to manage cost and improve efficiency. This is evident by FNB achieving our stated 2020 cost savings floor of $20 million. In addition to achieving the 2020 target, FNB also achieved its roughly $20 million cost target in 2019. When including a plan to reduce an additional $21 million in expenses during full year 2021, in total, this amounts to more than $60 million of expense reduction over the three-year period. Because of our proactive expense management initiative, our efficiency ratio remained at a good level at 56% despite pressures on net interest income in a challenging rate environment and continued capital investment in technology. Our strategy is proven through varying cycles as evidenced by the solid performance and continued focus on improvement in many key asset quality metrics. To expand on this topic, I'll ask Gary to comment on credit quality. Our credit portfolio continued to perform in a satisfactory manner in the fourth quarter and we are very pleased with the position of our portfolio as we move into 2021. Our key credit metrics showed improvement across a number of categories after we took steps during the quarter to proactively reduce exposure to borrowers most impacted in this COVID-sensitive environment, which drove a reduction in the level of delinquency and NPL. Specifically we were successful in further reducing our limited exposure to the hotel and lodging industry by nearly 20%, which improved our position in this hardest-hit asset class that now stands at only 1.3% of the loan portfolio, exclusive of PPP loan balances. Let's now review some of the highlights covering both the fourth quarter and full year results, followed by some commentary around COVID-sensitive portfolios and deferrals. Turning first to credit quality, the level of delinquency came in at a very good level of 1.02% representing a 5 basis point improvement over the prior quarter. And when excluding PPP loan volume, delinquency would have ended December at 1.11%. The level of NPLs and OREO totaled 70 basis points, an improvement of 6 bps linked-quarter, while the non-GAAP level excluding PPP loans stood at 77 basis points. We saw very positive OREO sales activity this quarter, which contributed to the $10 million linked-quarter reduction for an ending OREO balance of $8 million, a historically low level. Additionally, we were successful in moving several credits off the books during Q4 to proactively de-risk the balance sheet, thereby further reducing NPL levels. Net charge-offs for the quarter were $26.4 million or 41 basis points annualized, which reflects the actions taken to strategically move these select COVID-sensitive credits off the books, utilizing previously established reserves. Our GAAP net charge-offs for the full year came in at a very solid 24 basis points. Provision expense totaled $17 million for the quarter, ending December with the reserve position at 1.43%. Excluding PPP loan volume, the non-GAAP ACL stands at 1.56% or a 5 basis point linked-quarter decrease, again due to the reductions in exposure across these COVID impacted sectors. When including the remaining acquired unamortized discount, our total coverage stands at 1.8%. The NPL reserve coverage position also remains favorable at 213%, reflecting a slight improvement linked-quarter. I'd now like to provide you with an update on our loan deferral levels and COVID-sensitive industry exposure. As it relates to our borrowers requesting payment deferral, 1.7% of the loan portfolio, excluding PPP was under a COVID-related deferral plan at December 31. As I mentioned earlier, we made significant progress during the quarter to further reduce the limited exposure we have to higher risk segments, including travel and leisure, food services and energy. On a linked-quarter basis, exposure to higher risk segments declined by nearly $90 million to stand at only 3.1% of the total loan portfolio. The primary driver of the decrease was led by a $65 million reduction in hotel exposure, which as noted earlier in my remarks, stands at only 1.3% of our total loan portfolio. Loan deferrals in the three higher risk segments ended the year at only 7%, down from the prior deferral level of 29% at the end of the third quarter. In closing, we are very pleased with the progress made during the final quarter of the year in this COVID-sensitive environment with our credit metrics ending at very satisfactory levels as we enter 2021 very well-positioned. We continue to closely monitor our book, and remain focused on managing risk in our COVID-impacted sectors as we work to further reduce portfolio exposure to these higher-risk industries that continue to face uncertainty in the current environment. As we move into a new year, we look forward to an improving economy and an expanded lending opportunities ahead. Today, I will discuss our financial results and discuss some of our current expectations. As noted on Slide 5, fourth quarter operating earnings per share totaled $0.28, an increase of 8% compared to the third quarter. Full year 2020 operating earnings per share totaled $0.96, after adjusting for $46 million of significant items. While this year brought unique economic challenges, we were well-positioned to adapt to the environment and provide strong internal capital generation. Vince mentioned, we increased our tangible book value per share to $7.88, an increase of 5% from 2019. Despite a volatile year for equity markets, our combined dividend yield and share repurchases [Technical Issues] above pure median levels. Looking at 2021, we are confident that returning to generating core positive operating leverage on a quarterly basis will lead to better overall performance compared to 2020. Let's review the fourth quarter starting with the balance sheet on Page 10. Average balances for total loans decreased 1.6% from the third quarter, largely due to the previously mentioned indirect auto sale of $500 million that was completed in November 2020. Linked-quarter, PPP balances decreased $377 million on a spot basis as we received forgiveness remittances from the SBA throughout December. Commercial loan line utilization rate is at 32%, which is about 8% or $0.5 billion in funded balances below what we would characterize as a normal level, creating upside for loan growth as the economy improves. Average deposits grew 2%, with 4% growth in interest-bearing deposits and 3% growth in non-interest-bearing deposits, partially offset by an 8% decrease in time deposits. This continued total deposit growth provided ample liquidity and afforded us the opportunity to pay down an additional $300 million in FHLB borrowings with a rate of 2.35% during the fourth quarter. Excluding the FHLB debt extinguishment from the third quarter, a total of $715 million in borrowings were terminated during the year with expense savings that will continue through 2022. As Vince noted, FNB is in a very strong position to fund future loan growth, strengthen capital and enhance liquidity. Turning to the income statement. Net interest income increased $7.3 million or 3.2% compared to the third quarter and the net interest margin increased 8 basis points to 2.87%. PPP loans added 17 basis points to the net interest margin in the fourth quarter as the level of net interest income from PPP increased $8.8 million compared to the third quarter, offsetting 3 basis points of negative impact from higher average cash balances, and 3 basis points of lower purchase accounting benefit on acquired loans. Interest-bearing deposit costs improved 12 basis points to 43 basis points, and on a spot basis, were down another 7 basis points to 36 basis points. Let's now look at non-interest income and expense on Slides 13 and 14. Operating non-interest income totaled $81 million when excluding the $12.3 million loss and FHLB debt extinguishment. Mortgage banking income remains strong at $15 million with large contributions from the Mid-Atlantic and Pittsburgh regions, and the results benefited from above average gain on sale margins compared to historical levels. For the full year of 2020, mortgage banking increased 57%, reaching a record $50 million. Wealth Management increased 5% from the third quarter due to the expanded footprint and positive market impacts on assets under management. Capital markets, wealth management, mortgage banking and insurance are businesses we have strategically invested in over the last five years, providing diversified revenue streams that have served us well in this low interest rate environment. In the aggregate, revenue from these businesses increased $32 million or 24% to $162 million for the full year of 2020. Looking on Slide 14, non-interest expense totaled $199.3 million, an increase of $19.1 million or 10.6%, which included $10.5 million of branch consolidation expenses and $4.7 million of COVID-19-related expenses in the fourth quarter of 2020, compared to $2.7 million of COVID-19 expenses in the third quarter. Excluding these COVID-19 and branch consolidation expenses, non-interest expense increased $6.6 million or 3.7%, primarily driven by higher production-related commissions and incentives, as well as $2 million in outside services. Ratio of tangible common equity to tangible assets increased 5 basis points to 7.24% compared to September 30, 2020, with net PPP loan balances negatively impacting the December 31 and September 30, 2020 TCE ratios by 45 and 56 basis points, respectively. Compared to the year ago quarter, the ratio decreased 35 -- 34 basis points due primarily to the PPP loan impact and the 2020 Day 1 CECL adoption impact. On a linked-quarter basis, our CET1 ratio improved to an estimated 9.9% reflecting FNBs strategy to optimize capital deployment, increased over 40 basis points from year-end 2019. Turning to our outlook, we'll offer quarterly guidance for the first quarter of 2021 and some high-level expectations for the full year of 2021. I'll note that our assumptions do not take into account the impact of recently announced stimulus programs. For the first quarter, we expect period end loans to decline low single-digits relative to December 31 assuming approximately $700 million of additional forgiveness for PPP loans in the first quarter. Excluding PPP and purchase accounting, we expect first quarter net interest income to be at a similar level compared to the fourth quarter. We expect continued solid contributions from fee-based businesses with continued strength in capital markets and mortgage banking, resulting in total non-interest income in the mid-to-high $70 million range. We expect expenses to be down slightly compared to the fourth quarter operating level. For the full year of 2021, on a full year basis, we expect total revenues to decline low single-digits as top-line organic growth is offset by reduced contributions from purchase accounting compared to 2020. We would expect loans to grow in the mid single-digits from the end of 2020, excluding impact of PPP forgiveness and net of any new PPP originations. I'll note, this does not account for any additional government stimulus and assumes some level of line of credit utilization increase throughout the year as the U.S. economic conditions are expected to improve from where we stand today. We would expect transaction deposits excluding PPP and stimulus to increase mid single-digits from year-end 2020. We expect full year provision for credit losses to be in the $70 million to $80 million range based on our current macroeconomic assumptions. We expect full year expenses to be down slightly from the $720 million operating level in 2020 as we execute on our expense savings target of $20 million, while continuing to invest in technology and infrastructure in 2021. Lastly, we expect the effective tax rate to be around 19%, assuming no change to the statutory corporate tax rate of 21%. Throughout the last year, we continued to focus our efforts on optimizing our online and physical delivery team to improve the customer experience, improve operational efficiency, as well as investing in our infrastructure and technology. Our commitment to reinvesting a portion of our cost savings initiatives in our digital delivery channels was instrumental in our success, serving our clients and growing loans, deposits and fee-based business. FNB will be adding a number of features to our mobile app in the first quarter, providing an improved offering to clients. Once again, we received national recognition by S&P Global for having a top mobile application in terms of features and functionality for banks in the Northeast regional banking space. As consumer preferences continue to evolve, our investment in our digital platform will enable us to reach new households in our expanded footprint. Moving forward, we are focused on increasing the number of interaction through our online and mobile channels. We are confident our digital offering, robust omnichannel presence, and innovative customer interface will provide multiple ways for our clients to utilize our complete offering of FNB products and services. Their efforts resulted in a safer work environment and the preservation of shareholder value and positions our company for better outcomes as we move into 2021. We expect the resilient U.S. economy to perform at a higher level as the effect of expected stimulus and the rollout of the vaccine take hold, accelerating business activity and economic growth as we move through the year. We will continue to serve our constituencies by actively engaging with communities, investing in our dedicated employees, and working continuously to deliver greater shareholder value. ","compname posts q4 adj earnings per share $0.28. q4 non-gaap earnings per share $0.28 excluding items. " "We'll begin with a brief strategic overview from Randy, Mike will review the title business, Chris will review F&G, and Tony will finish with a review of the financial highlights. There is significant uncertainty about the duration and extent of the impact of this pandemic. Because such statements are based on expectations as to future financial and operating results, and are not statements of fact, actual results may differ materially from those projected. It will also be available through phone replay beginning at 3:00 p.m. Eastern Time today and through Wednesday, August 11. We are excited about our second quarter performance as our title business continues to produce record results, and F&G set records for its retail annuity sales, while expanding into new institutional channels, further validating our decision to acquire the company just over one year ago. We are building a company designed to deliver more stable earnings and cash flow as market conditions change and interest rates eventually rise and pressure our title business, and we can already see the early signs of our success. Their dedication has allowed us to continue to lead the title industry in revenue, earnings, margins and market share, and produce the best performance in the history of not only the company, but the entire industry. In the second quarter, we generated record adjusted pre-tax title margins of $688 million compared to $378 million in the year ago quarter and a 22.7% adjusted pre-tax title margin compared with 18.4% in the second quarter of 2020. Our margin for the quarter matches our record setting margin achieved in the fourth quarter of 2020 and benefited from our investments in technology, operations and automation over the years as we have worked to improve our efficiency in our title business and maximize our profitability over market cycles. Turning to F&G, when we closed on our acquisition in June of 2020, we expected F&G to provide a counterbalance to our earnings, which are highly sensitive to mortgage interest rates. We also believe that our acquisition would accelerate F&G's ratings upgrades and open new channels of distribution to enhance their sales growth. F&G has far exceeded our expectations as we have gained significant momentum in the bank and broker-dealer channels in the first year of launch, as well as strong sales growth in existing channels. While delivering record retail sales, we have maintained attractive spreads despite the low interest rate environment that we continue to experience. F&G has also entered the institutional market with a $750 million funding agreement-backed note issuance, and was just awarded its first pension risk transfer deal over the past week. F&G ended the second quarter with nearly 320 -- three -- $32 billion in ending assets under management, which is a 20% increase since the acquisition, and it's well on its way toward achieving our goal of doubling assets as sales momentum accelerates. Looking forward, we will continue to evaluate our capital allocation strategy as we remain committed to long-term value creation for our shareholders, while also focusing on supporting the future growth of our business. Given our strong earnings and cash flows through the first half of the year, yesterday we announced a quarterly cash dividend of $0.40 per share, an increase of 11% from our previous quarterly dividend and our Board authorized a 3-year share repurchase program of up to 25 million shares. At the end of 2020, we announced a share buyback plan of $500 million, and during the second quarter, we purchased four million shares for $183 million at an average price of $45.74 per share. Since announcing the buyback plan, we have purchased 11 million shares for $452 million at an average price of $41.09 per share. Randy touched upon our record second quarter results as we continued to benefit from low interest rates, driving strong origination demand, the continued rebound in commercial real estate activity and the efforts and focus of our employees in taking care of our customers. For the second quarter, we generated adjusted pre-tax title earnings of $688 million, an 82% increase over the second quarter of 2020. Our adjusted pre-tax title margin was 22.7%, a 430 basis point increase over the prior year quarter. We had a 17% increase in direct orders closed, driven by a 57% increase in daily purchase orders closed and a 65% increase in total commercial orders closed, partially offset by a 5% decrease in daily refinance orders closed. Total commercial revenue was a record $347 million compared with the year ago quarter of $184 million due to the 65% increase in closed orders and a 14% increase in total commercial fee per file compared with the year ago quarter. For the second quarter, total orders opened averaged 10,900 per day with April at 10,700, May at 11,200 and June at 10,700. For July, total orders opened were 11,000 per day as we continue to see strong demand and purchase activity, while the refinance market continues to moderate as compared with last year's robust levels. Daily purchase orders opened were up 41% in the quarter versus the prior year. For July, daily purchase orders opened were up 4% versus the prior year. Refinance orders opened decreased by 25% on a daily basis versus the second quarter of 2020. For July, daily refinance orders opened were down 32% versus the prior year. Lastly, total commercial orders opened per day increased by 58% over the second quarter of 2020. Commercial orders opened per day were at all-time record levels through the second quarter. For July, total commercial orders opened per day were up 15% over July of 2020. We remain optimistic that the order volumes we have seen over the last several quarters will drive continued strong commercial performance in the second half of 2021. As Randy mentioned, our strong results are a clear validation of the investments we have made into technology and how we integrate automation throughout our operations to improve efficiencies and enhance client satisfaction. We have spoken often about our focus on expense management in real time as open orders rise and fall. But we also believe that our longer-term focus on integrating automation has significantly improved our performance and profitability through market cycles. Additionally, we continue to enhance our inHere Experience Platform, which transforms the real estate transaction experience by improving the safety and simplicity needed to start, track, notarize and close a real estate transaction. During the quarter, we reached an important milestone, as more than one million consumers completed our digital start here opening package, confirming our belief that customers are ready and eager for digital solutions for real estate transactions. Last week, we announced Notarize inHere, which ensures that the same level of service, security and integrity our customers demand during in-person notarial acts is available when completing their most significant financial transaction online. We are focused on improving our customers' experience and believe the inHere platform will not only improve client satisfaction, but will also help us to improve our efficiency by reducing the hours spent on a transaction while also positioning FNF to take market share. As Randy mentioned, one year into our acquisition by FNF, F&G is executing on diversifying our sources of premium, transforming a previously monoline business into a leading provider of solutions in both retail and institutional markets in the life and annuity space. As we grow, we're focused on generating scale benefits by increasing assets under management, while leveraging Blackstone's unique investment management capabilities to deliver consistent spread. Additionally, we've made significant investments in our operating platform to become a best-of-breed service provider and allowing us to leverage efficiencies as we scale. In the second quarter, we had record annuity sales in our retail channel of $1.6 billion, up 80% from the second quarter of 2020 and 9% from the sequential quarter. We continue to see success with core agent distribution and also with our two newer distribution channels, independent broker-dealers and banks, which generated over $900 million of new premium in the first half of 2021 and are on track to comfortably exceed $1.5 billion for the full year. In the institutional channel, where we market to institutional clients, we have successfully entered the funding agreement-backed note market and secured our first pension risk transfer transaction over the last week. Let me provide a few brief details. In June, F&G issued a $750 million funding agreement-backed note or FABN, at an attractive coupon of 1.75%. Market reception to our initial FABN issuance was extremely strong, with an order book in excess of $2 billion. And going forward, we intend to opportunistically execute additional FABN issuances. Also, we have successfully entered the pension risk transfer market, securing our first deal in late July. We will assume approximately $65 million in pension liabilities and provide annuity benefits to over 1,200 retirees in a transaction expected to close this month. In addition, we have a very robust pipeline of deals where we will be bidding on in the third quarter. Both channels contributed to top line sales results that surpassed our expectations, driven by very strong growth in the retail channels and the launch into two additional institutional channels. Total sales were $2.7 billion in the second quarter compared to $1.7 billion in the sequential quarter and $1.1 billion in the second quarter of 2020. For the first half of the year, we achieved record sales of $4.3 billion, nearly double the $2.2 billion of total sales in the first half of 2020. With these strong top line results, average assets under management or AAUM, has surpassed the $30 billion milestone driven by approximately $1.7 billion of net new business flows in the second quarter. Next, turning to spread, our results continue to be strong. Total product net investment spread was 295 basis points in the second quarter and FIA net investment spread was 335 basis points. Investment yield, an important driver of product margin, was above expectation, driven by onetime items in the quarter, primarily favorable investment income on CLO redemptions held at a discount to par. Adjusting for those notable items though, total product spread was 255 basis points, in line with our historical trend and consistent with our disciplined approach to pricing. Adjusted net earnings for the second quarter were $92 million. Strong earnings were driven by record AAUM and strong and consistent spread results as we have maintained disciplined pricing actions on both new business as well as our in-force book. Net favorable items in the period were $22 million. Adjusted net earnings, excluding those notable items were $70 million, up from $66 million in the first quarter. In summary, it's been a defining first half of the year for F&G. Our profitable growth strategy is firing on all cylinders, and we have successfully diversified our sources of premiums, a key strategic focus. We remain excited about the opportunity to further contribute to the overall FNF strategy in the years ahead. We generated $3.9 billion in total revenue in the second quarter, with the title segment producing $3 billion, F&G producing $802 million and the corporate segment generating $56 million. Second quarter net earnings were $552 million, which includes net recognized gains of $232 million versus net recognized gains of $162 million in the second quarter of 2020. The net recognized gains and losses in each period are primarily due to mark-to-market accounting treatment of equity and preferred stock securities, whether the securities were disposed of in the quarter or continue to be held in our investment portfolio. Excluding net recognized gains and losses, our total revenue was $3.6 billion as compared with $2.3 billion in the second quarter of 2020. Adjusted net earnings from continuing operations were $592 million or $2.06 per diluted share. The title segment contributed $526 million, F&G contributed $92 million and the Corporate and Other segment had an adjusted net loss of $26 million. Including net recognized losses of $30 million, our title segment generated $3 billion in total revenue for the second quarter compared with $2.1 billion in the second quarter of 2020. Direct premiums increased by 57% versus the second quarter of 2020, agency premiums grew by 60% and escrow, title-related and other fees increased by 28% versus the prior year. Personnel costs increased by 32% and other operating expenses increased by 14%. All in, the title business generated a 22.7% adjusted pre-tax title margin, representing a 430 basis point increase versus the second quarter of 2020. Interest and investment income in the title and corporate segments of $27 million, declined $14 million as compared with the prior year quarter due to decreases in dividends received on common and preferred stock, decreases in bond interest and a slight decrease in income from our 1031 exchange business. FNF debt outstanding was $2.7 billion on June 30 for a debt-to-total capital ratio of 23.2%. Our title claims paid of $56 million were $41 million lower than our provision of $97 million for the second quarter. The carried reserve for title claim losses is currently $91 million or 5.8% above the actuary central estimate. We continue to provide for title claims at 4.5% of total title premiums. Finally, our title and corporate investment portfolio totaled $6.3 billion at June 30. Included in the $6.3 billion are fixed maturity and preferred securities of $2.2 billion, with an average duration of 2.9 years and an average rating of A2, equity securities of $1.2 billion, short-term and other investments of $400 million and cash of $2.5 billion. We ended the quarter with over $1.2 billion in cash and short-term liquid investments at the holding company level. ","compname reports second quarter 2021 diluted earnings per share from continuing operations of $1.90 and adjusted diluted earnings per share from continuing operations of $2.06. compname reports second quarter 2021 pre-tax title margin of 21.5% and adjusted pre-tax title margin of 22.7%. q2 adjusted earnings per share $2.06 from continuing operations. q2 revenue $3.9 billion versus $2.4 billion. " "We'll begin with a brief strategic overview from Randy, Mike will review the Title business, Chris will review F&G, and Tony will finish with a review of the financial highlights. There is significant uncertainty about the duration and extent of the impact of this pandemic. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. It will also be available through phone replay beginning at 3:00 p.m. Eastern Time today through November 12. It is our goal to ensure the health and safety of our employees while maintaining the continuity and efficiency of our operations as we strive to meet our customers needs day in and day out. We were able to accomplish these goals and achieve superior results in the third quarter while approximately 60% of our workforce continue to work remotely. For the third quarter, we generated record adjusted pre-tax title earnings of $528 million compared with $407 million in the year ago quarter and a 21.2% adjusted pre-tax title margin compared with an 18.6% in the third quarter of 2019, and our best since the third quarter of 2003. While our financial results were robust, we also made strong gains advancing our technology initiatives, which are focused on improving the security, transparency and overall closing experience for FNF's customers. Mike will go into this in more detail, but we believe that our unmatched national footprint and strong local market relationships provide FNF with a significant competitive advantage that we can further leverage with technology. Turning to our acquisition of FGL Holdings, F&G continues to execute on its growth strategy, producing excellent sales results in the quarter while maintaining pricing discipline. F&G's recent entrance into the bank and broker-dealer channel has surpassed expectations, and we continue to see strong momentum into the fourth quarter. Furthermore, F&G's investment portfolio continues to perform well in the current environment. Chris and his team also had success during the third quarter, streamlining F&G's operations as they entered into an agreement to sell F&G Reinsurance to a Aspida Holdings, a subsidiary of Ares Management Corporation. The rationale for this divestiture was largely tied to the tax advantage of this third-party offshore reinsurance platform, which was no longer available upon FNF's acquisition of F&G. In connection with the transaction, F&G also entered into a mutually beneficial annuity flow reinsurance partnership. The sale of F&G Reinsurance represents a terrific outcome for F&G, its clients, employees and FNF shareholders. The transaction is expected to close prior to year-end. Chris will go into more detail on F&G's third quarter results shortly. Looking forward, we continue to be committed to creating meaningful long-term value for our shareholders through our capital allocation strategy. Most recently, we announced a quarterly cash dividend of $0.36 per share, which reflects a fourth quarter dividend increase of 9%. In conjunction with this announcement, we announced our plans for targeting $500 million in share repurchases based on market conditions over the course of the next 12 months. As Randy mentioned, the third quarter was a record quarter for adjusted pre-tax title earnings and produced our best quarterly adjusted pre-tax title margin since the third quarter of 2003, as we benefited from the delayed spring selling season and sustained momentum in refinance. For the third quarter, we generated adjusted pre-tax title earnings of $528 million, a 30% increase over the third quarter of 2019. Our adjusted pre-tax title margin was 21.2%, a 260 basis point increase over the prior year quarter. We had a 40% increase in direct orders closed, driven by an 87% increase in daily refinance orders closed and 8% increase in daily purchase orders closed offset by a 16% decrease in total commercial orders closed. Total commercial revenue was $216 million compared with the year ago quarter of $301 million due to the 16% decrease in closed orders and a 14% decline in total commercial fee per file. For the third quarter, total orders opened averaged 13,200 per day, with July at 13,300; August at 13,500; and September at 13,000. For October, total orders opened were over 11,800 per day as we continue to see a strong recovery in purchase activity and continued strength in the refinance market. Daily purchase orders opened were up 12% in the quarter versus the prior year. For October, daily purchase orders opened were up 15% versus the prior year. Refinance orders opened increased by 83% on a daily basis versus the third quarter of 2019. For October, daily refinance orders opened were up 71% versus the prior year. Lastly, total commercial orders opened increased by 4% over the third quarter of 2019. We continue to see steady improvement in commercial open orders per day during the quarter, with the third quarter up 32% sequentially from the second quarter. For October, total commercial orders opened per day were up 1% over October 2019. Our third quarter was also marked by notable achievements as we continue to invest in our digital technology initiatives as Randy noted. We have been investing in technology and innovation designed to further enhance our existing systems and improve our customers' experience working with FNF. One example is our StartSafe initiative, which reached a significant milestone during the third quarter. We passed 800,000 digital opening packages delivered to buyers and sellers of residential purchase and refinance transactions and are encouraged that 60% of all packages were completed. This high completion rate is evidence that consumers are ready to adopt a new real estate experience and a new way of interacting with title companies. Given the widespread pandemic and our current virtual environment, now is the time to accelerate this adoption. Our focus will continue to be centered on utilizing technology to drive efficiencies across the title life cycle, which will not only better meet the needs of real estate agents and lenders, but also improve their productivity while reducing fraud and improving security. Looking forward, we expect the fourth quarter to moderate seasonally from what was an unusually strong third quarter. While it remains difficult to forecast the impacts of COVID-19 on our business, we will continue to aggressively manage our expense structure orders while investing in technology to further reduce costs and increase market share. Our growth momentum continues here at F&G coming off the second quarter where we had record sales of fixed indexed annuities. We again had strong sales in the third quarter while maintaining our pricing discipline. Total retail sales of $1.1 billion in the third quarter were up 34% from the prior year, and core fixed index annuity or FIA sales were $815 million, up 38% from prior year. We continue to see meaningful runway ahead of us as we continue to take market share in our primary independent agent channel, and we're gaining traction in new channels. In late June, we successfully launched our expansion into the financial institutions channel with one of the largest independent broker dealers in the country, and our efforts are already bearing fruit. In the third quarter, we generated $189 million in new annuity sales in this channel, and we believe we're just now scratching the surface of opportunities in the bank and broker dealer channels. With solid sales results, we grew average assets under management, or AAUM, to $27 billion, driven by approximately $400 million of net new business flows in the period. Regarding spread results, total product net investment spread was 261 basis points in the third quarter, and FIA net investment spread was 347 basis points. Our spread results are above historical trends and demonstrate our continued pricing discipline to achieve targeted spread. The solid spread result translated to adjusted net earnings of $74 million for the quarter. Most importantly, our investment portfolio continues to perform very well. As of September 30, the portfolio's net unrealized gain position grew to $1.2 billion, increasing by approximately $600 million in the quarter. Credit quality within the portfolio also remained strong. For the nine-month period ended September 30, we have taken credit-related impairments, which we view as true economic losses of only $17 million or six basis points of the total portfolio. This is well below our product pricing assumption and demonstrates the portfolio is performing as expected. We also remain confident in our capital position. We came into the pandemic with a strong balance sheet, allowing us to effectively weather economic impacts while continuing to grow the business. Year-to-date credit impairments have resulted in a modest 5-point decrease in our RBC ratio. Additionally, rating downgrades have resulted in a manageable 14-point decline year-to-date and we would expect this ratings migration to reverse as markets recover over the long term. Even with the anticipated cumulative effect of credit migrations and potential rating downgrades, we expect to end the year with a strong RBC ratio at or above our 400% target. So in summary, our sales engine is firing on all cylinders. We continue to consistently generate and manage stable net investment spread and earnings, and we're confident in our investment portfolio and capital position. We generated $3 billion in total revenue in the third quarter. With the Title segment producing approximately $2.5 billion, F&G producing $442 million and the Corporate segment generating $50 million. Third quarter net earnings were $378 million, which include net recognized gains of $73 million versus net recognized gains of $4 million in the third quarter of 2019, primarily due to mark-to-market accounting treatment of equity and preferred stock securities, whether these securities were disposed of in the quarter or continue to be held in our investment portfolio. Excluding net recognized gains, our total revenue was $2.9 billion as compared with $2.2 billion in the third quarter of 2019. Adjusted net earnings from continuing operations were $435 million or $1.48 per diluted share. The Title segment contributed $391 million, F&G contributed $74 million, and the Corporate and Other segment had an adjusted net loss of $30 million. Excluding net recognized losses of $3 million, our Title segment generated $2.5 billion in total revenue for the third quarter compared with $2.2 billion in the third quarter of 2019. Direct premiums increased by 11% versus the third quarter of 2019. Agency revenue grew by 19%, and escrow title related and other fees increased by 14% versus the prior year. Personnel costs increased by 7% and other operating expenses decreased by 2%. All in, the Title business generated a 21.2% adjusted pre-tax title margin, a 260 basis point increase versus the third quarter of 2019. Interest income in the Title and Corporate segments of $31 million declined $26 million as compared with the prior year quarter due to the reduction of short-term interest rates on our corporate cash balances in our 1031 exchange business. In September, we closed an issuance of $600 million of 2.45% senior notes due March 15, 2031. The net proceeds have been used to repay all outstanding indebtedness under the one-year term loan agreement that we signed in April, which allowed us to secure the additional financing needed to close the acquisition of F&G. F&F debt outstanding was $2.7 billion on September 30 for a debt-to-total capital ratio of 27.1%. Our title claims paid of $50 million were $27 million lower than our provision of $77 million for the quarter. The carried title reserve for claim losses is currently $55 million or 3.7% above the external actuary central estimate. We continue to provide for title claims at 4.5% of total title premiums. Finally, our title investment portfolio totaled $5.3 billion at September 30. Included in the $5.3 billion are fixed maturity and preferred securities of $2.5 billion with an average duration of three years and an average rating of A2. Equity securities of $600 million, short-term and other investments of $300 million and cash of $1.9 billion. We ended the quarter with just under $1 billion in cash and short-term liquid investments at the holding company level. ","compname reports third quarter 2020 diluted earnings per share from continuing operations of $1.39 and adjusted diluted earnings per share from continuing operations of $1.48. compname reports third quarter 2020 pre-tax title margin of 20.4% and adjusted pre-tax title margin of 21.2%. q3 adjusted earnings per share $1.48 from continuing operations. q3 revenue $3.0 billion versus $2.2 billion. " "With me on the call today are Seamus Grady, Chief Executive Officer and Csaba Sverha, Chief Financial Officer. We had another record quarter with Q2 results that exceeded our guidance and support our longer-term optimism. In fact, based on our current outlook, we are positioned to deliver another record quarter in Q3 with strength across all key areas of our business. Revenue in the second quarter was a record $453.8 million, representing year-over-year as well as sequential growth. We remain focused on driving efficiencies, which helped generate margins that were at their highest levels in over a year. As a result, earnings per share also increased year-over-year and sequentially to a record $1.10. Our second quarter played out largely as anticipated combined with an unexpected positive surprise from automotive programs, which represented the most significant driver of upside in the quarter. In fact, automotive revenue grew more than 30% from the first quarter and more than doubled from a year ago. We continued to see a recovery from traditional automotive customers and even stronger growth from new automotive programs such as LIDAR, which are beginning to contribute to our growth in a more meaningful way. We are optimistic that this momentum in the automotive space will continue into the third quarter revenue. Revenue from industrial lasers was approximately flat and was slightly better than expected. We expect industrial laser revenue to improve in the third quarter and we remain optimistic about the longer-term potential for increased outsourcing from this market. In optical communications, we had anticipated that continued telecom strength would offset continuing softness from datacom products that are deployed inside the data center. In fact, we saw modest growth in optical communications revenue in the second quarter. Datacom revenue did moderate as we anticipated. However, this was more than offset by stronger telecom revenue. We are optimistic that datacom revenue will show an improvement in the third quarter and that both datacom and telecom revenue should increase sequentially. Part of our telecom growth was driven by our optical transport systems program at Cisco, which we have discussed on past calls. This transfer has been progressing very well and is ahead of plan. We had been anticipating that the transfer would be largely complete by the end of our fourth quarter and we now believe we are nearly a full quarter ahead of expectations. This faster ramp will also contribute to our anticipated growth in optical communications revenue in the third quarter. Due to the combination of the earlier Cisco ramp, growth from new automotive customers, and continuing optimism as we execute on our strategy, we are advancing our plans to expand our manufacturing footprint. We recently broke ground on a new 1 million square foot building at our campus in Chonburi, Thailand. This is twice the size of our originally contemplated expansion reflecting confidence in our ability to further scale our business over the longer-term. This expansion will roughly triple our footprint in Chonburi and will increase our global footprint by approximately 50% to 3 million square feet, providing us with considerable capacity to serve our anticipated growth. We expect construction to take approximately 1.5 years, which means we could start to see revenue from this facility in approximately two years. To summarize, we are very pleased that our second quarter represented record revenue and earnings with results that once again exceeded our guidance. Our continual focus on efficiency helped produce improvements in gross margin and operating margin in the quarter. As we continue to expand on our market leadership, we are optimistic that Q3 will be another record-breaking quarter for the company and we believe that growth from new products and programs will continue to demonstrate the success of our growth strategy as we look ahead. We were excited to deliver a record performance that exceeded our guidance ranges. Revenue of $453.8 million was nearly $14 million above the high-end of our guidance range. This was our strongest revenue beat in two years and a new record. Optical communications was $347.8 million or 77% of total revenue, up 1% from Q1. Non-optical communications revenue was $106 million or 23% of total revenue and increased 14% from Q1. Within optical communications, telecom revenue was $273.2 million, up 5% from last quarter. Datacom revenue was $74.6 million, down 10% sequentially. While datacom revenue declined as expected, we were pleased to see growth in telecom more than offset this in Q2. We are also optimistic that datacom revenue will return to growth in the third quarter. Silicon photonics revenue was $101.8 million, down 6% from a very strong Q1, but up 24% from a year ago. Revenue from 100-gig products saw a decline as faster data rate products saw very significant growth. 100-gig revenue of $128.2 million was down 50% from Q1 while revenue from 400-gig and faster was $104.2 million, up 50% from last quarter and more than doubled from a year ago. Looking at our non-optical communications business, automotive has grown to become the largest category with record revenue of $47 million in the second quarter, up 34% sequentially and more than 100% from a year ago. As Seamus mentioned, new automotive programs which include LIDAR saw strong growth and we continue to be optimistic in this market. Industrial laser revenue was $33.7 million, down about 1 percentage point from Q1. Sensor revenue was stable at $2.8 million and other non-optical communications revenue was up 5% to $22.5 million. Now turning to the details of our P&L. Gross margin was 12.1%, up from 12% in the prior quarter. This improvement was the result of our ongoing focus on manufacturing efficiencies and cost reductions. Operating expenses in the quarter were $12.8 million or 2.8% of revenue. This produced record operating income of $41.9 million or 9.2% of revenue. Taxes in the second quarter were $1 million and our normalized effective tax rate was 3%. Due to tax incentives at our Chonburi facility, which represents a growing portion of our profit, we now expect our effective tax rate to be about 4% for the year. Non-GAAP net income was also a record at $41.5 million or $1.10 per share. On a GAAP basis, net income was $35.4 million or $0.94 per diluted share. Turning to the balance sheet and cash flow statement. At the end of the second quarter, cash, restricted cash and investments were $488.6 million. Operating cash flow was an inflow of $6.8 million, a decrease from the prior quarter primarily due to increased working capital in support of our strong revenue growth. With capex of $10.1 million, free cash flow was an outflow of $3.3 million in the second quarter. As Seamus mentioned, we have already broken ground on a new building at our Chonburi campus. We expect incremental capex of approximately $50 million over an estimated 1.5-year construction period. This investment is in alignment with our capital allocation strategy to invest in our longer-term growth. During the quarter, we repurchased approximately 102,000 shares at an average price of $69.64 for a total cash outlay of $7.1 million. These repurchases are also consistent with our capital allocation strategy. At the end of the quarter, we had 93 [Phonetic] million remaining in our share repurchase program. I would now like to turn to our guidance for the third quarter of fiscal year 2021. We are optimistic that the positive trends we have been experiencing will continue in the third quarter and we expect revenue growth across all key categories. We expect optical communication to grow sequentially. Telecom growth is being driven by continued demand at higher data rate products combined with the earlier than expected ramping of our Cisco transfer program. We also believe that datacom trends are becoming more positive and we anticipate modest growth in this area. In non-optical communications, we also anticipate sequential growth. We expect trends we have seen with new automotive programs will continue in the third quarter. We also anticipate industrial laser revenue to increase sequentially as well. We expect total revenue in the third quarter to be between $455 million and $475 million and earnings per share to be in the range of $1.10 to $1.17 per diluted share. In summary, we are pleased to deliver a record second quarter result and are optimistic that the third quarter will produce another record performance. We are excited with the growth from new programs in multiple areas coupled with our ability to expand margins. We continue to aggressively pursue new opportunities that will further our position and driving growing revenue and profitability and enhance long-term shareholder value. ","compname reports q2 revenue $453.8 mln. sees q3 revenue $455 million to $475 million. q2 revenue $453.8 million. sees q3 non-gaap earnings per share $1.10 to $1.17. sees q3 gaap earnings per share $0.94 to $1.01. q2 non-gaap earnings per share $1.10. q2 gaap earnings per share $0.94. " "These statements are based on management's expectations plans and estimates of our prospects. Today's statements may be time sensitive and accurate only as of today's date, Thursday, April 22, 2021. We assume no obligation to update our statements or the other information we provide. Our call will begin with remarks by Peter Baccile, our President and Chief Executive Officer; and Scott Musil, our Chief Financial Officer. Also on the call today are Jojo Yap, Chief Investment Officer; Peter Schultz, Executive Vice President; Chris Schneider, Senior Vice President of Operations; and Bob Walter, Senior Vice President of Capital Markets and Asset Management. We're very pleased with our first quarter performance and we're encouraged by the continuing strong economic growth supported by improving consumer confidence and significant government economic stimulus. Similar to our fourth quarter call, we continue to see exceptionally strong fundamentals in the industrial market. For the recent CBRE flash report, U.S. industrial net absorption totaled 100 million square feet in the first quarter. This marks the first time ever that demand has exceeded 100 million square feet in consecutive quarters. Net absorption also significantly exceeded first quarter completions of 57 million square feet. As you would expect, in response to this demand, high-occupancy levels and strong rent growth, we are continuing to invest in new development projects, which I will discuss shortly. Before I recap first quarter results and activity, let me start by updating you in a couple of items since our last call. As we announced earlier this month, David Harker will be retiring as Executive Vice President of our Central Region effective June 30. David has been a valued member of the FR team since 1998 when he joined the company as our Regional Director in Nashville. He has served our company and our shareholders as Head of our Central region since 2009 helping to shape and grow our portfolio. We will miss Dave's enthusiasm, tenacity, and energy, and wish him well in his retirement. With David's departure, we will consolidate our regional structure into two regions with Jojo Yap and Peter Schultz each assuming responsibility, proportions of David's region. Marcus is a director MCSI, Inc. and was most recently the Director of Equity and the Portfolio Manager at MFS Investment Management. Now moving on to our portfolio results for the quarter. Occupancy at quarter-end was 95.7% and cash same-store NOI growth was 2.2%. For the quarter, we grew cash rental rates 10.4%. And as of today, we have renewed approximately 72% of our 2021 expirations, with a cash flow rate increase of 12.7%. Moving on to sales; during the quarter, we sold three properties and two condo units for $67 million at an in-place cap rate of approximately 8.4%. The vast majority of the sales total related to two larger properties leased at significantly above market rents to tenants we expect to move out. Thus far in the second quarter, we sold the land parcel for $11 million, bringing our year-to-date total to $78 million, well on our way to our sales guidance of $100 million to $150 million. Turning now to new investments, as we continue to seek out profitable opportunities, development remains our primary means of new investment to drive future cash flow growth. As most of you are aware, as part of our underwriting process and to manage risk, we operate with a self-imposed speculative leasing cap. Based on the strong fundamentals, combined with the growth of our company, our balance sheet strength, portfolio performance and our significant future growth opportunities, we believe it is prudent to increase our speculative leasing cap by $150 million to $625 million. When we first initiated this leasing cap nine years ago, it represented approximately 9% of our total market cap. The new cap level represents a similar percentage. Further, we are pleased to announce two new development projects scheduled to break ground in the second quarter. These are in addition to the three first quarter starts in the Inland Empire, Nashville and Phoenix we told you about on our February earnings call. The first project is at our First Park 121 in Dallas comprised of two buildings totaling 375,000 square feet with an estimated investment of $30 million and a targeted cash yield of 7%. This is the third and final phase of our park in Lewisville, adding to the three previously completed buildings that totaled 779,000 square feet. We pre-leased the 125,000 square foot building, so we're 33% leased on the new phase prior to groundbreaking. The other start is the second building in our First Aurora Commerce Center project in the airport submarket of Denver. It's a 588,000 square footer adjacent to the 556,000 square foot building we completed in the third quarter of 2019 which was 100% leased within a couple months of completion. Estimated investment is $53 million with a targeted cash yield of 6%. This new building position us well to serve a significant demand for larger spaces we are seeing in that market and we look forward to future growth at that park on our remaining land on which we can develop three additional buildings totaling approximately 700,000 square feet. Including these two new developments starts, our developments in process today total 3.3 million square feet with a total estimated investment of $318 million. At a cash yield of 6.2%, our expected overall development margin on these projects is a healthy 45% to 55%. Moving on to acquisitions, during the quarter, we bought one building and three land sites for a total purchase price of $24 million. The existing asset is a 62,000 square foot distribution facility in the Oakland submarket. The total purchase price was $12 million and the expected stabilized cash yield is 4.8%. The three new land sites total 16.6 acres and are located in the Lehigh Valley in Pennsylvania, the Inland Empire East and the Oakland market of Northern California. Total purchase price was $12 million and these sites can accommodate up to 275,000 square feet of future development. In total, our balance sheet land today can support more than 10 million square feet of new investments and our two joint ventures can support 11 million square feet with our share of around 5 million. So, we're well-positioned for future growth. As always we continue to utilize the strength of our platform to secure profitable new investments. Our team is working around the clock to execute our capital deployment plan with a focus on growth. Let me recap our results for the quarter. Net refunds from operations were $0.46 per fully diluted share compared to $0.45 per share in 1Q 2020. And our cash same-store NOYI growth for the quarter, excluding termination fees and a gain from an insurance settlement, was 2.2% primarily due to an increase in rental rates on new and renewal leasing, and rental rate bumps embedded in our leases partially offset by lower average occupancy. Summarizing our outstanding leasing activity during the quarter, we commenced approximately 3.3 million square feet of leases. Of these, 600,000 were new; 2.3 million were renewals and 500,000 were for developments in acquisitions with lease-up. Tenant retention by square footage was 76.5%. Cash rental rates for the quarter were up 10.4% overall, with renewals up 8.3%, and new leasing, 17.8%. And on a straight-line basis, overall rental rates were up 21.4% with renewals increasing 17.6% and new leasing up 35.5%. Now on to a few balance sheet metrics; in March 31, our net debt plus preferred stock to adjusted EBITDA is 4.8 times and the weighted average maturity of our unsecured notes, term loans, and secured financings was 6.1 years, with a weighted average interest rate of 3.6%. Key assumptions for guidance are as follows: quarter-end average in-service occupancy of 95.75% to 96.75%, an increase of 25 basis points at the midpoint, helped by property sales in the first quarter; same-store NOI growth on a cash basis before termination fees of 3.5% to 4.5%, an increase of 50 basis points at the midpoint to the first quarter performance and property sales in the first quarter. Please note that our same-store guidance excludes the impact of approximately $1 million from the gain from an insurance settlement. Our G&A expense guidance remains unchanged at $33 million to $34 million. In total, for the full year 2021, we expect to capitalize about $0.05 per share of interest. And lastly, guidance also reflects the expected payoff of $58 million of secured debt in the third quarter, with an interest rate of 4.85%. We're off to an excellent start in 2021. Our team's focused on capitalizing on the positive momentum generated by the recovering economy and the continuing evolution and growth in the supply chain. ","q1 ffo per share $0.46. " "These statements are based on management's expectations, plans and estimates of our prospects. Today's statements may be time-sensitive and accurate only as of today's date, Thursday, July 23, 2020. We assume no obligation to update our statements or the other information we provide. Also on the call today are Jojo Yap, our Chief Investment Officer; Peter Schultz, Executive Vice President; Chris Schneider, Senior Vice President of Operations; and Bob Walter, Senior Vice President of Capital Markets and Asset Management. I hope that you and yours are maintaining your health as we all work through these challenging times. Before we discuss the quarter, we would like to express our gratitude and bid farewell to an important member of the First Industrial family. As we previously disclosed, Bruce Duncan has retired from our Board. As many of you know, Bruce has taken on a new challenge as CEO of another REIT. Bruce joined First Industrial as our CEO in 2009 during a difficult period and provided tremendous leadership to help stabilize and transform our business model and portfolio. We wish Bruce well in his new role. As you may also have seen, seasoned FR Director, Matt Dominski, has taken over as Chairperson. Matt has been a highly productive member of our Board since 2010. We are thrilled to have Matt as our new Chair and look forward to his continued counsel and leadership. Moving now to the quarter. We produced strong results demonstrated in several different areas, including collections, leasing, investment and capital markets. Our regional teams have done a fantastic job in the second quarter on collections. As of yesterday, we have collected 98% of 2Q monthly rental billings and so far, we've collected 97% of July billings, which is ahead of the pace we experienced in the second quarter. If we include collections from government-related tenants that regularly pay at the end of the month, our collection rate for July would also be 98%. About 65% of the outstanding monthly rental billings in the second quarter were in jurisdictions that have moratoriums on the landlord's right to evict, which we believe, is a contributing factor toward the open receivables for this group. To be clear, in our calculation of this collections percentage metric, the numerator reflects cash collections and we do not give ourselves credit under our methodology for the application of security deposit. In addition, the denominator reflects the total monthly rental billings and is not reduced for any reserves for bad debt expense or rent deferrals. Including surrendered security deposits and bad debt reserves recognized in the second quarter, our outstanding accounts receivable related to our monthly rental billings in 2Q is only $550,000. Rent relief requests have tapered off to a minimum. During the COVID-19 crisis to-date, we have established rent deferment agreements with 14 tenants totaling $750,000 or about 18 basis points of annualized billings. The average term for these deferrals is 1.3 months. It appears the government stimulus has helped a number of our customers and business leaders in general are more optimistic about their prospects. The industrial business continues to perform well as commerce continues to flow through logistics facility. As you've seen, economic activity has improved since March and April and our customers and prospects are moving ahead with new space requirements albeit with caution, in some cases. In its second quarter preliminary flash report, CBRE reported 19 million square feet of net absorption versus 56 million square feet of completion. These figures should not be a surprise given the economic slowdown attributable to COVID and the resulting drop in Q2 leasing activity. However, we are optimistic about our long term prospects given the acceleration of e-commerce adoption and the potential for additional safety stock, generating incremental demand for logistics space. This view is supported by CBRE's recent forecast that annual net industrial absorption will total more than 333 million square feet by 2022. If they are right, net absorption for the sector will exceed the high watermark, post a great financial crisis of 324 million square feet in 2016 and the all-time mark of 329 million square feet in 2000. Despite completions exceeding net absorption nationally in the quarter, our portfolio occupancy increased to 97.7% at quarter-end. We also achieved a big leasing win at our Nottingham Ridge Logistics Center in the I-95 North submarket in Baltimore. We leased 100% of the 585,000 square foot Building A to a leading e-commerce provider on a long term basis, which commenced in late June. Considering we purchased this asset in the first quarter, we leased this property significantly ahead of the 12-month lease-up budgeted in our guidance. With just 54,000 square feet remaining to lease, we are now 93% occupied at this 751,000 square foot two-building project. Looking more closely at our portfolio performance. As of July 22nd, we have signed 83% of our 2020 lease expirations at a cash rental rate increase of 8.6%. For the full year, we expect our cash rental rate change on new and renewal leasing to be approximately 10%. The investment market has begun to awaken after a fairly quiet period in which we saw the bid-ask spread widen a bit. Most offerings had been shelved as participants saw more clarity on the direction of the economy and asset values. The federal government stimulus actions certainly helped to quell some of those concerns and based on what we are seeing and hearing, pricing has returned to pre-COVID levels and in some cases is higher. We were able to make a few acquisitions during the quarter in some high barrier markets. We acquired a 39,000 square-footer in Fremont in Northern California and added an adjacent building comprised of 46,000 square feet. The aggregate purchase price was $17.8 million with a weighted average initial yield of approximately 4.6%. We also added a 9.7-acre covered land investment in the Inland Empire for $3.5 million. The site has a 3% in-place yield for the next several years, generating some cash for us as we entitled the site. The site will accommodate a 155,000 square foot development. Thus far in the third quarter, we have closed on a 6.6-acre site in Seattle for $6.1 million that can accommodate a 129,000 square foot building. We are also excited to launch a new build-to-suit development at our First Nandina II site in the Inland Empire. The building will be 221,000 square feet and it's leased on a long term basis to a manufacturer of material handling systems. Total investment is $22.4 million and the initial cash yield will be approximately 6.2%. We are proceeding with all of our developments in process, which totaled 1 million square feet and a total investment of $94.7 million at June 30th. In addition to our on-balance sheet developments, construction on the 643,000 square foot spec building in our Phoenix joint venture at PV303 is progressing well. Our portion of the investment is $21 million and our targeted yield is 7%. Our on-balance sheet land holdings will accommodate approximately 13 million square feet of future developments, the vast majority of which is entitled and ready to go. We continue to move ahead on infrastructure work at several sites so that we are prepared to launch when we think economic conditions in the specific submarkets justify new starts. In the second quarter, we sold three buildings totaling 211,000 square feet for $14.6 million. These were comprised of a building in Detroit, one in Chicago and our last asset in Indianapolis. Year-to-date, we sold 437,000 square feet for a total of $41.1 million. As a reminder, in the third quarter, we expect to close on the $55 million sale in Phoenix, in which the tenant exercised its purchase option in 2019. Moving to our recent capital markets activity. On July 7th, we entered into a private placement agreement to issue $300 million in total of 10 and 12 year notes with a weighted average interest rate of 2.81%. On July 15th, we closed on an extension of our term loan that was scheduled to mature in January of 2021. These two executions provide us additional capital for new investment and lengthen our maturity schedule. So all in all, a successful and very busy quarter with great execution by our team. I will begin with our earnings per share and FFO for the second quarter. Diluted earnings per share was $0.28 versus $0.31 one year-ago and NAREIT funds from operations were $0.46 per fully diluted share compared to $0.43 per share in 2Q 2019. Second quarter 2020 FFO includes approximately $500,000 of cash bad debt expense related to tenant accounts receivable and $400,000 of non-cash bad debt expense related to the write-off of certain deferred rent receivables. Pier 1 has paid July rents and we are assuming they pay August rent, which in total represents a $500,000 pick up from our prior guidance. Occupancy was strong at 97.7%, up 60 basis points from the prior quarter and up 40 basis points from a year-ago. As for leasing volume during the quarter, we commenced approximately 2.9 million square feet of leases, 600,000 were new, 1.6 million were renewals and 700,000 were for developments and acquisitions with lease-up. Tenant retention by square footage was 88.7%. Same-store NOI growth on a cash basis, excluding termination fees, was 6.3% helped by increase in rental rates on new and renewal leasing, a decrease in free rent and rental rate bumps embedded in our leases. This was partially offset by increase in bad debt expense and slightly lower average occupancy. Cash rental rates were up 11% overall with renewals up 8.9% and new leasing 16.7%. And on a straight-line basis, overall rental rates were up 32.4% with renewals increasing 30.6% and new leasing up 37.5%. As Peter mentioned, we executed on two capital market transactions in the third quarter that extend and ladder our maturities at attractive rates. First, we entered into an agreement to issue $300 million of fixed rate senior unsecured notes in a private placement offering. The notes are comprised of two tranches, $100 million with a 10-year term at a rate of 2.74% and $200 million with a 12-year term at a rate of 2.84%. We expect to close on the offering on or about September 17th of this year. On an interim basis, we will use these funds to pay down our line of credit, which will give us more liquidity to fund new investment and a secured debt maturity in 2021. We also refinanced our $200 million unsecured term loan, previously scheduled to mature at the end of January 2021. The new loan has an initial maturity date of July 2021, which we can push to July 2023 via two one-year extensions exercisable at our option. The loan features interest-only payments and bears an interest rate of LIBOR plus 150 basis points. In conjunction with the new term loan, we entered into new interest rate swap agreements that convert the loan to a fixed interest rate of 2.49%, beginning in February 2021. In 2021, we will realize about a penny per share of savings due to this refinancing. After these two executions, one of our remaining 2021 maturities is the aforementioned $63 million of secure debt in the fourth quarter. We can pay that off using our line, which will have additional capacity created by the proceeds from our private placement offering. The other is our line of credit, which matures in October of 2021, but we can push that out another year through a one-year extension exercisable at our option. Our leverage is also in good shape with our net debt plus preferred stock to EBITDA at 5.2 times at January -- at June 30th. Our guidance range for NAREIT FFO and FFO before one-time items is now $1.76 to $1.84 per share with a midpoint of $1.80. This is an increase of $0.02 per share compared to the midpoint of our guidance on our first quarter call. The increase is primarily due to the early lease up of the 585,000 square foot building at the Nottingham Ridge Logistics Center as well as two months of additional rental income from Pier 1. This is slightly offset by additional interest expense based on our assumption that we use the funds from our private placement offering to pay down our line of credit in the near term. Our assumption for the average -- for the range of average quarter-end occupancy remains 96% to 97% and our cash bad debt expense assumption remains $900,000 for each of the third and fourth quarters. Please note that guidance does not include any potential write-offs of deferred rent receivables related to tenants that are having financial difficulties. Other key assumptions for guidance are as follows, same-store NOI growth on a cash basis before termination fees of 3.25% to 4.25%, an increase of 25 basis points at the midpoint and a tightening of the range. Our G&A guidance range remains at $31 million to $32 million and guidance also includes the anticipated 2020 costs related to our completed and under construction developments at June 30th, plus the third quarter start of First Nandina II. In total, for the full year 2020, we expect to capitalize about $0.04 per share of interest related to our developments. The impact of any future gain related to the final settlement of one insurance claim from a damaged property. And guidance also excludes the potential issuance of equity. Our company is built for the long term and we are well positioned to drive cash flow growth for shareholders by serving logistics needs of a range of essential and emerging businesses, while capitalizing on the secular drivers of e-commerce. With that, we will now move to the question-and-answer portion of our call. ","compname reports second quarter ffo per share of $0.46. q2 ffo per share $0.46. q2 earnings per share $0.28. 2020 ffo guidance increased $0.02 at midpoint to $1.80 per share/unit primarily reflecting portfolio performance. " "These statements are based on management's expectations, plans and estimates of our prospects. Today's statements may be time-sensitive and accurate only as of today's date, Thursday, February 11th, 2021. We assume no obligation to update our statements or the other information we provide. Also on the call today are Jojo Yap, our Chief Investment Officer; Peter Schultz, Executive Vice President; Chris Schneider, Senior Vice President of Operations; and Bob Walter, Senior Vice President of Capital Markets and Asset Management. We hope you're doing well and staying healthy. 2020 was a year unlike any other and one which we would each like to put in our very distant memory. Notwithstanding the turmoil, fear and uncertain operating environment, the FR team remain focused, executed the plan and performed admirably generating outstanding results for shareholders. Our portfolio performance was strong. We maintained high occupancy levels, grew cash rents and collected over 99% of build rents, more on that in a moment. We capped off 2020 with an excellent fourth quarter. We delivered year-end occupancy of 95.7%, up 70 basis points from the guidance midpoint provided on our third quarter call. This was driven primarily by leasing at our developments and one of our replacement tenants in Southern California taking occupancy earlier than anticipated. For the full year, we grew cash rental rates 13.5%, which is the second highest in our company's history, just behind the 13.9% growth we achieved in 2019. These metrics reflect consistently strong tenant demand for high-quality logistics space. In our markets, we're seeing well located and highly functional space being absorbed by e-commerce and other traditional users and their efforts to optimize supply chain. The positive fourth quarter leasing statistics nationally are consistent with our own experience as CBRE's preliminary figure for net absorption is 104 million square feet, the highest quarterly result in the last four years and exceeding the 69 million square feet of 4Q completions. For the full year, net absorption was 224 million square feet, 15% higher than 2019. Completions were 265 million square feet, an increase of 10% over 2019. In 2021, we expect to capitalize on our current land holdings as well as new acquisitions to generate more growth and value creation. We're also focused on making progress in realizing the three-year cash flow growth opportunity we laid out for you at our Investor Day this past November. I'm pleased to say we're off to a strong start as we've signed leases for approximately 54% of our 2021 rollovers and a cash rental rate increase of approximately 13%. This early performance is consistent with the 10% to 14% increase we expect on our new and renewal leasing for the full year 2021. Our expirations for the balance of 2021 are fairly granular with our largest remaining rollover now a 400,000 square footer where the tenant is expected to vacate in May. I'd like to highlight several big leasing wins and some of our developments. As evidence of the strength of the South Florida market, we're pleased to announce we have signed a long-term lease for 100% of the three-building First Cypress Creek Commerce Center with a single e-commerce tenant. This project totals 377,000 square feet and the lease commenced right at completion on February 1st. Our total investment is $37.1 million and our first year stabilized cash yield is 6.6%. In the Inland Empire at our First Redwood project, we signed and commenced leases for both the 358,000 and the 72,000 square foot facilities in the fourth quarter. And just this week, we fully leased the remaining 44,000 square foot building. Given our own experience and the strong market dynamics reflected in CBRE's fourth quarter update report, which shows the Inland Empire vacancy rate at 1.9%. We're excited to be readying our next start in that market, which I will discuss shortly. Also in the fourth quarter in Dallas, we signed two leases at First Park 121 to bring a pair of buildings there to 100% occupancy. The first was for the remaining 101,000 square feet at the 434,000 square foot Building E and the second was a 25,000 square foot expansion at Building B. Each of these leases is a reflection of the continued strong demand for high-quality logistics space and the effort and talent of our leasing teams across the country. Turning to new development starts. We've broken ground PV 303 Building C in Phoenix on our wholly owned site. This 548,000 square foot cross-dock facility is our fourth speculative development in this highly sought after size range since 2017. Each of our prior projects in this market was fully leased at or near completion. Total investment for this new development is approximately $42.6 million with a targeted cash yield of 6.6%. Turning now to the new project in the Inland Empire I referenced. We are planning to break ground in the coming weeks on First Wilson I, a 303,000 square foot facility in the I-215 corridor of the Inland Empire. This is a $30.2 million development with a targeted completion at the end of December and a projected cash yield of 6.3%. Lastly, we will be starting a 500,000 square foot development in Nashville known as First Rockdale IV. The site is located within a park where we have successfully developed buildings over the years. Tennessee was among the fastest growing states in the US during 2020 and Nashville is its largest city. We've seen increased absorption and leasing activity for large distribution centers in this sub-market and are excited about this opportunity. Total investment is approximately $26.8 million with a targeted cash yield of 7.2%. Summing up our development activity in 2020, we placed in service 10 buildings totaling 2.5 million square feet with an estimated investment of $222 million. These assets are 79% leased at an estimated cash yield of 7.2% upon full lease up. This represents an expected overall margin of 58% to 68%, which is about a $1 per share of NAV. One additional item of note regarding our highly successful JV in Phoenix. As we discussed on our third quarter call, we successfully leased the 644,000 square foot spec building at PV 303 to a single tenant. Upon completion in the fourth quarter, we negotiated the acquisition of our partners' interest in the building, reflecting a total purchase price of $42.6 million, which is net of our $5.2 million share of the joint venture's gain on sale and incentive fee. Moving now to dispositions. During the quarter, we sold 15 properties for $97.1 million at an in-place cap rate of approximately 6.4%. In 2020, excluding the previously reported purchase option related sale in Phoenix, we sold 1.9 million square feet for a total of $153.4 million, essentially at the midpoint of our target sales guidance range for the year. For 2021, our guidance for sales is $100 million to $150 million. In the coming weeks, we anticipate selling a 664,000 square foot building in Houston at a sales price of approximately $42 million. Given its very high probability of closing, we are including the impact of this sale in 2021 guidance. Aside from the first quarter sale I just mentioned, we expect the majority of the remaining 2021 sales to be back-end loaded. Based upon our strong 2020 performance and 2021 outlook, which Scott will discuss shortly, our Board of Directors has declared a dividend of $0.27 per share for the first quarter of 2021. This is a $1.08 per share annualized, which equates to an 8% increase from 2020. This dividend level represents a payout ratio of approximately 69% of our anticipated AFFO for 2021 as defined in our supplemental. To wrap it up, we had an excellent quarter to end the year on a high note. We're very excited about the strength of our platform and our future development pipeline, both of which position us well to benefit from continued strong fundamentals in the industrial market and to take advantage of the growth opportunities that are to come in 2021. Let me recap our results. NAREIT funds from operations were $0.44 per fully diluted share compared to $0.45 per share in 4Q 2019. For the full year, NAREIT FFO per share was $1.84 versus $1.74 in 2019. I remind you that our full year 2020 includes income related to the final settlement of two insurance claims for damaged properties recognized in prior quarters. This was partially offset by a restructuring charge in costs related to the accelerated vesting of equity awards for retirement eligible employees. Excluding the impact of approximately $0.04 per share related to these items, 2020 FFO per share was $1.80. Now a quick update on our collection experience. We have collected 99% of the 2020 monthly rental billings every month since April. And effectively it would be 100% if we factored in reserves. We are also pleased to announce all tenants with deferral agreements and paid back those obligations in full and we currently have no other agreements outstanding. In another bit of good news, we have closure on one of our last tenants on the watchlist that we discussed in our last call. This tenant occupied a 137,000 square foot building in the Chino submarket of the Inland Empire West and vacated on December 31st. Due to the great work of our Southern California team, we were able to lease 100% of the building on a long-term basis with only one month of downtime at a cash rental rate increase of 28%. In the fourth quarter, we also wrote off the $1.1 million of cash in straight-line rent receivable related to this tenant. In doing so, we have taken care of the last material accounts receivable exposure related to our COVID-related watchlist. Summarizing our outstanding leasing volume during the quarter, we commenced approximately 4.4 million square feet of leases. Of these, 700,000 square feet were new, 1.6 million square feet were renewals and 2.1 million square feet were for developments and acquisitions with lease up. Tenant retention by square footage was 80.6%. For the quarter, same-store NOI growth on a cash basis, excluding termination fees, was 1.3% helped by an increase in rental rates on new and renewal leasing and rental rate bumps embedded in our leases, partially offset by lower average occupancy and an increase in free rent. For the full year 2020, cash same-store NOI growth before lease termination fees was 4.4%. Cash rental rates for the quarter were up 10.4% overall with renewals up 8.6% and new leasing 12.8%. On a straight-line basis, overall rental rates were up 25.5% with renewals increasing 25.9% and new leasing up 25.1%. For the year, cash rental rates were up 13.5%, which as Peter mentioned is the second highest in the company's history. On a straight-line basis, they were up 29.7%. Now on to a few balance sheet metrics. At December 31st, our net debt plus preferred stock to adjusted EBITDA is 4.8 times and the weighted average maturity of our unsecured notes, term loans and secured financings was 6.3 years with a weighted average interest rate at 3.7%. Our guidance range for NAREIT FFO is $1.85 to $1.95 per share with a midpoint of $1.90. Key assumptions for guidance are as follows; quarter end average in-service occupancy for the year of 95.5% to 96.5%; our cash bad debt expense assumption for 2021 is $2 million, consistent with last year's pre-pandemic assumption. Same-store NOI growth on a cash basis before termination fees of 3% to 4%. We expect our G&A expense to approximate $33 million to $34 million. In total, for the full year 2021, we expect to capitalize about $0.05 per share of interest related to these developments. Guidance reflects the impact from the $42 million sale in Houston, expected to close in the first quarter that Peter discussed, which could be as much as $0.02 per share of FFO impact in 2021 depending on redeployment of the anticipated proceeds. The guidance also reflects the expected pay off of $58 million of secured debt in the third quarter with an interest rate of 4.85%. Other than previously discussed, our guidance does not reflect the impact of any other future sales, acquisitions or new development starts, the impact of any future debt issuances, debt repurchases or repayments and guidance also excludes the potential issuance of equity. Before we open it up to questions, let me congratulate our team for their outstanding performance in 2020. It was the kind of year that is impossible to prepare for. There is no training for how to manage the business through a pandemic, especially one accompanied by social and political unrest not seen in decades. The true leaders emerged during a crisis and when they have managed well and the crisis has passed, to most it may not have felt like a crisis at all. This is what we experienced within our company across every role in every region. I couldn't be more proud to work with such a talented group of people nor more excited about the opportunities ahead. With that, we will now move to the question-and-answer portion of our call. ","q4 ffo per share $0.44.2021 ffo guidance initiated at a range of $1.85 to $1.95 per share/unit. " "I'm going to give a very brief overview of our first quarter results and afterward I'll pass the call to George for his comments. We reported funds from operations or FFO of $18 million or $0.17 per share for the first quarter of 2021. Turning to our balance sheet at March 31, 21, we had a total of $947.5 million of unsecured debt outstanding, including $27.5 million drawn on our line of credit. At quarter end, between cash on hand and availability on our line, we had a total liquidity of about $577 million. As a reminder, all of our debt is unsecured and we have no debt maturities until November 30, '21 when $155 million of term loans will become due. Our debt is at fixed rates, other than the $27.5 million that sits on our line of credit, which is a floating rate. As the vaccinations against COVID-19 continue to steadily rise in the U.S., so too, are we seeing a slow but steady increase in existing office tenants personnel returning to work at our properties and corporate decision makers more actively considering there are future locational office space needs. Trying to determine the ultimate strength, timing and longevity of the post-pandemic U.S. and global economic reopening is a significant challenge for companies trying to make intelligent new leasing decisions today. But real on the ground, very early activity surrounding potential new leasing prospects that FSPs portfolio properties has not been this robust since before the start of the COVID-19 pandemic. As 2021 progresses, assuming continued successful vaccination efforts against the virus, FSP is optimistic that one of its two major objectives for 2021, that is leasing progress, will achieve positive results. Our other primary objective for 2021 is debt reduction. From a debt reduction perspective, we are actively working on the potential sale of select properties that we believe have their near-term value objectives, and where we believe such value may not be fully reflected in our share price. We are reaffirming our previously announced 2021 disposition guidance to be in the range of $350 million to $450 million in aggregate gross proceeds. Disposition proceeds are intended to be used primarily for debt reduction. If successful in our property disposition efforts during 2021 and along with our previously achieved sale of our f Emperor Boulevard property in the fourth quarter of last year, FSP is projecting it will reduce its total indebtedness by approximately 35% to 50% by the end of the year. And while losing some of the current positive FFO spread that is generated between rental constance and debt constance from the property disposition debt pay down plan, we believe shareholders should maintain our NAV per share with less risk to their NAV from lower debt levels capitalizing the remaining property portfolio, while the company gains more overall flexibility in it's ongoing real estate investing activities. We also believe that along with meaningful dividends that may be distributed during 2021, the remaining lower leverage property portfolio moving into a post-COVID 2022, has a significant value-add proposition associated with it, that if achieved, could meaningfully enhance shareholder NAV values further from 2021 levels. At this time, due primarily to the uncertainty surrounding the timing and the amount of proceeds from property dispositions, we are continuing suspension of net income and FFO guidance. FSP remains committed to its Sunbelt and Mountain West office focus that emphasizes markets and properties with compelling long-term population and employment growth potential. We continue to look forward 2021with anticipation and optimism. At the end of the first quarter, the FSP portfolio including redevelopment was approximately 81% leased. The average leased occupancy of the portfolio for calendar 2020 was approximately 83.6%. Rent collections were greater than 99.5% for the first quarter of 2021. The physical occupancy of the majority of office buildings continues to increase with suburban assets leading the way, particularly in the Sunbelt markets. The typical occupancy in FSPs suburban office buildings now exceeds 20%, with some buildings approaching 40%. Urban buildings in FSPs markets has not exceeded 20% occupancy on average yet. However, we expect that to change during the summer months as the new school year arrives in the fall. The number of announcements for large companies that are inviting employees back to the offices by July have been increasing during the past month. These are all positive signs and we expect this trend to continue. We are extremely encouraged by meaningful growth in FSPs pipeline of prospective tenants. During the last two months, FSP has witnessed a significant increase in property tours, submitted RFPs and counter proposals. FSP is currently tracking approximately 800,000 square feet of new prospective tenants that have shortlisted FSP assets compared to approximately 300,000 square feet last quarter. FSP has been engaged with existing tenants and sub tenants for approximately 250,000 square feet of renewals and expansions. Barring any surprises, the potential for aggregate net absorption over the next six months to 12 months is approximately 600,000 square feet. These figures are the highest we have witnessed since the first quarter of 2020. During the past six months, FSP has finalized renewals and expansions with tenants exceeding 870,000 square feet. As a result, we have reduced the near-term rollover exposure of expiring leases through 2023 to approximately 18% of the total portfolio. This equates to roughly 6% of annual lease expirations from 2021 through 2023. Coupled with improving demand in FSPs office markets, the foundation appears to be set for FSP to make meaningful progress regarding net absorption and higher leased occupancy. We here at Franklin Street Properties hope that everyone remains safe and healthy. I wanted to discuss FSPs disposition goals for 2021 and our in-progress work to achieve these objectives and then shift gears to provide some insight as to what we are seeing on the ground at this early stage of our price discovery work in the marketplace. First, though, FSP is reaffirming our guidance of between $350 million and $450 million of select dispositions for calendar year 2021. The objective of our disposition plan once again is primarily to pay down debt in order to gain greater financial flexibility and to position for stronger value and returns for our shareholders. The key determinant for any dispositions will be an assessment of whether a property has met its respective near-term value objectives, which we also believe has the potential to capture embedded value for our shareholders that may not be accurately reflected within our current share price. We also would like to reemphasize that FSP remains committed to our Sunbelt Mountain West strategic market focus, where we continue to believe long-term business and population growth has the potential to exceed the national average. Looking at potential dispositions for 2021, at this time, FSP is working on the following properties; River Crossing in Indianapolis, Timberlake Corporate Center in Greater St. Louis, Meadow Pointe in Northern Virginia, Innsbruck Corporate Center in Greater Richmond, Laven Tech Center in Northern Virginia, One & Two Ravinia Drive, and One Overton Park, all in the Greater Atlanta. For both competitive purposes and reasons of confidentiality, we will not be discussing specific property pricing or targets, cap rates or related information at this time. However, we do anticipate that if we are successful with our efforts under way, that FSP would satisfy our disposition guidance for 2021. Lastly, we wanted to share what we are seeing at least in an aggregate sense within the investment marketplace at this early stage of our price discovery process work, especially since the volume of office sales nationally has declined over recent quarters due to the pandemic, as FSP and our associated professionals work on price discovery, we have experienced solid initial interest. Feedback is generally fallen within three basic views with respect to investment in office properties. One view is from a segment of investors who have a generally positive view of office at this time. And this group of investors are by and large bullish on the reopening of the economy and the potential power that the vaccine rollout across the nation and globe can have on office assets. Generally, these investors, while selective, are looking at both multi-tenant and single-tenant profile assets in high-quality buildings and some also appear to be selectively underwriting value add upside potential. A second view comes from investors who are also interested in an office investment, but was a bit less conviction and our accordingly more focused on fully stabilized properties with compelling weighted average lease terms and high quality. We are currently seeing interest from both of these two profiled groups via confidentiality agreements as well as from property tours, and largely coming from an array of mostly private investors. And we recognize and appreciate that interest is only their interest, it has not defined pricing yet, and certainly not actual closing numbers, but it is at least a gauge of potential activity at this early stage of our price discovery process work and so should be viewed within that context. A third segment of investors also exists, who're yet to be convinced of economic stabilization from the pandemic and so are reluctant to commit to investment at this time. These three views are all being seen in our disposition work and show us that there is indeed a market to be made for price discovery and over the coming months, we will continue to keep the market posted as we learn more about true pricing and actual demand. And at this time, we'd like to open up the call for any questions. ","q1 ffo per share $0.17. maintains 2021 disposition guidance. " "I'm Ian Hudson, the company's Chief Financial Officer. Also with me on the call today is Jennifer Sherman, our President and Chief Executive Officer. These documents are available on our website. In addition, we will file our Form 10-Q later today. I'm going to begin today by providing some detail on our second quarter results before turning the call over to Jennifer to provide her perspective on our performance, market conditions and thoughts on the rest of the year. In summary, we delivered another outstanding quarter with operating results exceeding our expectations despite dramatic increases in commodity costs and ongoing supply chain disruption, including factors linked to the global shortage in semiconductors. As a reminder, in the prior year quarter, we also took several cost saving actions in response to the uncertainty created by the pandemic, which reduced our costs in Q2 last year by approximately $14 million. While most of these savings were either temporary cost reductions or volume related, some were more permanent actions. In Q2 this year, the return of many of these costs represented a year-over-year expense headwind of approximately $5 million. Consolidated net sales for the quarter were $335 million, up $65 million or 24% compared to last year. Consolidated operating income for the quarter was $38.5 million, up $7.2 million or 23% compared to last year. Consolidated adjusted EBITDA for the quarter was $51.9 million, up $6.5 million or 14% compared to last year. That translates to a margin of 15.5% in Q2 this year compared to 16.8% last year. Net income for the quarter was $29.7 million, up from $21.4 million last year. That equates to GAAP earnings per share for the quarter of $0.48 per share, up 37% from $0.35 per share last year. On an adjusted basis, earnings per share for the quarter was $0.50 per share, an improvement of 19% compared to $0.42 per share last year. Order intake for the quarter was again outstanding with orders of $361 million representing an increase of $159 million or 79% compared to Q2 last year. Consolidated backlog at the end of the quarter set a new company record at $437 million. That represents an increase of $104 million or 31% compared to Q2 last year and an increase of $133 million or 44% from the end of last year. In terms of our group results, ESG's net sales for the quarter were $281 million, up $67 million or 31% compared to last year. ESG's operating income for the quarter was $38.5 million, up $9.9 million or 35% compared to last year. ESG's adjusted EBITDA for the quarter was $50.6 million, up $9.7 million or 24% compared to last year. That translates to an adjusted EBITDA margin for the quarter of 18% at the high end of our current target range but down a 110 basis points compared to last year. ESG reported total orders of $300 million in Q2 this year, an improvement of $142 million or 90% compared to last year. SSG's net sales for the quarter was $53 million compared to $56 million in Q2 last year, which included a large fleet sale of public safety equipment to a customer in Europe. SSG's operating income for the quarter was $7.8 million compared to $10.4 million last year. SSG's adjusted EBITDA for the quarter was $8.7 million compared to $11.7 million last year. Adjusted EBITDA margin for the quarter was 16.3% compared to a record margin of 20.9% in Q2 last year, which included favorable sales mix and lower operating expenses. SSG's orders for the quarter were $61 million, up $17 million or 39% compared to last year, with most of the improvement resulting from higher demand for public safety equipment in both domestic and international markets. Corporate operating expenses for the quarter were $7.8 million compared to $7.7 million last year. Turning now to the consolidated income statement, where the increase in sales contributed to an $11.3 million improvement in gross profit. Consolidated gross margin for the quarter was 24.4% compared to 26% last year. As a percentage of sales, our selling, engineering, general and administrative expenses for the quarter were down a 100 basis points from Q2 last year. Other items affecting the quarterly results include a $1.3 million reduction in restructuring charges, a $2.3 million decrease in other expense and a $700,000 reduction in interest expense. Tax expense for the quarter increased by $1.9 million, largely due to the increase in pre-tax income levels, partially offset by higher excess tax benefits from stock compensation activity. Including the effects of these higher tax benefits, our effective tax rate for the quarter was 21.2% compared with 22.2% last year. At this time, we expect our full year effective tax rate to be approximately 23%. On an overall GAAP basis, we therefore earned $0.48 per share in Q2 this year compared with $0.35 per share in Q2 last year. To facilitate earnings comparisons, we typically adjust our GAAP earnings per share for unusual items recorded in the current or prior year quarters. In the current year quarter, we made adjustments to GAAP earnings per share to exclude acquisition-related expenses, pension-related charges, coronavirus-related expenses and purchase accounting expense effects. On this basis, our adjusted earnings for the quarter were $0.50 per share compared with $0.42 per share last year. Looking now at cash flow, where we generated $13 million of cash from operations during the quarter, bringing the year-to-date operating cash generation to $39 million. During the quarter, we elected to accelerate the timing of certain tax payments to preserve tax planning flexibility in the event of a possible increase in U.S. corporate tax rate. With this approach, we expect to see lower tax payments in the third and fourth quarters, while at the same time, creating the potential for future tax savings. In addition, in Q2 last year, our cash flow benefited from certain deferrals that were permitted under the CARES Act. We have also increased investments in our rental fleet, given the improving utilization levels we are experiencing. For the rest of the year, we are expecting strong cash flow generation, and we continue to target cash conversion of approximately 100% on a net income basis. We ended the quarter with $169 million of net debt and availability under our credit facility of $268 million. Our current net debt leverage remains low. With our financial positioning rate remaining strong, we have significant flexibility to pursue strategic acquisitions, invest in organic growth initiatives and return cash to stockholders through dividends and opportunistic share repurchases. On that note, we paid dividends of $5.5 million during the quarter, reflecting a dividend of $0.09 per share, and we recently announced a similar dividend for the third quarter. I'd like to start my comments with a quick update on a subject that we've been talking about for a long time, an infrastructure bill. The reports from late yesterday were encouraging. It finally appears that infrastructure legislation is likely. Some components reported to be part of the deal, which includes a total of $550 billion in new federal investment in U.S. infrastructure include: $110 billion for roads; $73 billion for power infrastructure; $65 billion to expand broadband access; $55 billion for water infrastructure; $46 billion for environmental resiliency; and $11 billion for transportation safety. We are optimistic that an infrastructure package in these areas would provide funding that would support the use of the majority of our product offerings, including equipment sales and rentals of dump trucks and trailers, safe digging trucks, road marking equipment, sewer cleaners and street sweepers. Turning now to our performance in the quarter. Our teams again delivered impressive results with meaningful growth in both the top and bottom line, while achieving adjusted EBITDA margin toward the high end of our target range despite widespread supply chain disruptions and an unprecedented commodity cost environment. Top line growth was largely across the board, with particular strength in the sales of dump truck bodies and trailers, which were up around $15 million from Q2 last year. Over the last several years, we have successfully diversified our revenue streams and end market exposures through a combination of organic growth initiatives in M&A, and that helped us to partially mitigate the impact of these factors during the second quarter. Another area of notable strength during the second quarter was in our aftermarkets business. While the second quarter is typically a seasonally strong period for aftermarkets, we originally had some concerns entering the quarter that rental activity in Canada would be adversely impacted by various shutdown measures taken in response to the pandemic. Rental activity and demand for used equipment was higher-than-expected with rental utilization in Canada exceeding our targets and returning to pre pandemic levels. Rental utilization in the U.S. is also improving. For example, rental utilization of our Jetstream water blasting equipment exceeded the levels we saw in 2019. The improved utilization followed a strong spring shutdown cleaning season, which has historically been a leading indicator of industrial end market recovery. In June, with a combination of high rental utilization and strong used equipment sales, our JJE rental business reported the highest monthly revenue in its history. Those favorable trends have continued into July as well. Overall, our aftermarket revenues in Q2 this year were up $26 million or 46% year-over-year growing to represent a higher share of ESG revenues for the quarter at around 30%. That shift in mix helped to partially mitigate the impact of higher commodity costs and production-related inefficiencies associated with supply chain disruption, helping ESG to deliver an adjusted EBITDA margin at the high end of the current range. As we mentioned on our last call, following the suspension of chassis production at one of our suppliers, we made the decision to temporarily shut down production at our facility in Streator, Illinois for a two-week period around the 4th of July holiday. The team worked tirelessly to mitigate the impact of this short-term disruption by effectively managing production schedules to meet record customer demand. With the expansion of our Streator facility now complete, our production in May approached a record levels we experienced in 2019, helping us to deliver more units than anticipated ahead of the shutdown despite the inefficiencies associated with supply chain constraints. Like many companies, we are also experienced increased freight charges as we expedited the supply of certain components and higher commodity costs. As they have done in the past, our procurement teams took several proactive measures, including securing availability of certain steel and locking in pricing based on forecasted needs. We also work diligently to mitigate the impacts by implementing several price increases and surcharges. Despite these actions and with demand being significantly higher than we had expected, we experienced unfavorable price cost year-over-year headwind of approximately $3 million during the quarter, mostly within our dump truck and trailer business. In Q2, we also realized the benefits from strategic investments we had made in prior quarters in building additional stock units and procuring additional chassis so that we had greater flexibility to meet customers' needs. These investments have enabled us to deliver on customer expectations, in some cases, supplying chassis when they were unable to procure the chassis, which resulted in a higher concentration of low-margin chassis that we supplied as opposed to customer-supplied chassis. Although this unfavorable impact on margins this quarter, we are playing the long game by prioritizing customer deliveries and satisfaction. We continue to believe that in these challenging times, the strong will get stronger, and we've seen this happen. While the current widespread macroeconomic factors could have some impact on our margins in the near term, we are taking this opportunity to try to leverage our competitive advantage to gain market share. Demand for our product offerings continues to be strong as demonstrated by our outstanding second quarter order intake of $361 million. Our teams are energized as we enter the second half of the year with a record backlog, reflecting strength across our end markets and continued confidence in a post pandemic recovery. This sentiment has been widely shared by our customers and dealer partners and seems to be further solidified by recent economic stimulants. As a reminder, the American Rescue Plan, COVID relief package passed earlier this year included $1.9 trillion of economic stimulus with approximately $350 billion earmarked for state, local and territorial governments for a variety of purposes, including the maintenance of essential infrastructure, such as sewer systems and streets. In May, the first $175 billion tranche started to be distributed by the treasury department with a second tranche expected in 2022. Recent market planning sessions with our dealer channel highlighted early indications that the first tranche was starting to be allocated to essential service purchases. As a provider of equipment used for these essential services like sewer cleaning and Street sweeping, we stand to benefit from additional aid that may be provided to state and local sources for these purposes. On the municipal side, demand for sewer cleaners and street sweepers remains high. Within our SSG public safety businesses, we are seeing benefits from new product introductions and our ability to meet customer demand. We believe we are in a stronger position than many of our competitors and are gaining share. We've also seen a notable uptick in our industrial end markets with improved orders for our Guzzler and Jetstream products. Orders within our dump body and trailer business in Q2 this year were more than double last year's orders with growth across all end markets resulting in a record backlog. This is another area where we believe we are gaining share that will position us well for the future. While our backlog is at a record high, there are a few headwinds that we are -- we, like many other industrial companies will continue to monitor closely during the second half of the year. The first factor that many of you will be aware of is the continued impact of the global semiconductor shortage, which is causing significant disruption regarding chassis delivery. This situation changes weekly. Because we do not rely on any one single chassis manufacturer and with the proactive actions we took, we have so far been able to pivot to alternative suppliers to minimize the financial impact. However, the situation remains fluid and ongoing chassis delivery delays are almost universal due to component shortages. Beyond chassis, we are experiencing other supply chain tightness ranging from reduced availability of paint epoxy within our road marking business to cylinders that are used in certain trucks. So far this year, we've been able to successfully navigate through the difficulty, but it remains a challenging situation. The second factor relates to the current commodity cost environment. We currently expect the price cost impact in Q3 to be in the same neighborhood as we saw this quarter. But with the pricing actions we have taken, we are expecting to see improvement beginning in the fourth quarter with more price realization expected as our backlog turns. On a more positive note, we continue to have relatively good access to labor at many of our facilities, which has recently been an issue for many companies. Our ongoing commitment to environmental, social and governance initiatives is positioning us well in the communities in which we operate and is a differentiating factor in our ability to attract labor at many of our facilities. We are still getting multiple quality applicants for open positions at our largest facility, and certain of our TBEI locations are starting to see traction from its recently introduced School of Weld program. Overall, our access to labor remains good. Further, our companywide efforts to raise awareness about vaccines assist eligible employees and gaining access to vaccines and encourage participation levels are paying off with a companywide vaccination rate of approximately 50%. Domestically, about 2/3 of our businesses have achieved vaccination rates that are higher than the relevant state average. We have also had notable improvements in Canada during the second quarter with greater vaccine accessibility. COVID related disruptions have diminished as vaccination [Technical Issues]. And most importantly, 100% of our employees that have been affected by COVID has since recovered. I now want to take a few minutes to provide an update on some of our strategic growth initiatives. On the organic front, I've already touched on the success of our aftermarket initiative. We also remain bullish about safe digging prospects and with noted industrial end market recoveries and infrastructure spend optimism throughout the channels, we are confident safe digging trends will continue to improve. Our TRUVAC safe digging product line portfolio includes a complete range of truck-mounted safe digging equipment, which can be used in a broad range of applications, included expanded application in utility markets. As an example, one of the nation's largest utility companies recently announced plans to bury 10,000 miles of its power lines to reduce the risk of California wildfires. Use of safe digging technologies significantly minimizes chances of damaging underground infrastructure during the digging process and provides significant environmental benefits by minimizing damage to tree roots. We've included a picture of our safe digging equipment in action while preserving trees at the same time in the accompanying slides. The technology has also been utilized in recent bridge resurfacing infrastructure projects with the vacuum capabilities providing added efficiencies in the cleanup of related debris. TRUVAC product demonstrations for the quarter were up 4% from last year, and our education efforts are also having a positive impact on sewer cleaner demand with the inclusion of the optional safe digging package turning our sewer cleaners into a multipurpose vehicle. On the new product development front, our R&D efforts continue to drive organic growth. As an example, approximately 75% of our air sweeper orders in June were associated with recent product introductions. In Q2, our SSG team launched the new low-cost ultra-low profile Reliant light bar as part of the group's strategic initiative to gain market share through the expansion of Lights & Sirens product offerings in the value tier. The Reliant provides customers with an ultra-low profile light bar that is competitively priced while providing advanced programming features and excellent optical performance that enhances the warning effectiveness and appearance of the emergency vehicle. Our sales team is currently showing the Reliant to customers that are supplying distribution with sample bars for customer demonstrations. Initial feedback from the market has been excellent, and we've received orders and are currently shipping the new product to customers in the U.S. and Mexico. We have several product launches in the pipeline with street sweeper electrification remaining a key area of focus. We are actively working on our next vehicle in our electrification new product development road map. We've also recently identified an additional battery partner and are continuing to receive positive feedback from customer demonstration. As we have said before, M&A will continue to contribute meaningfully to our future growth. We are pleased with the progress we are making at integrating OSW, and the teams are energized by the opportunities identified during the 80/20 improvement training sessions we recently have. Our current M&A pipeline continues to be very active. As Ian noted in his comments, our financial position and liquidity are strong enabling us to pursue strategic acquisitions, and there are several M&A opportunities that our teams are currently reviewing. Although we may experience some temporary challenges in the near term, we have positioned federal signal in a manner in which we will fully participate in the economic recovery by increasing capacity within our facilities, investing in new product development and gaining market share. Turning now to our outlook for the rest of the year. Demand for our products continues to be high with our second quarter order intake, up 79% compared to the prior year, resulting in a backlog entering the second half of the year, which is at a record level. The strength of our second quarter earnings, our record backlog and improving aftermarket demand in North America gives us increased confidence in the year. Assuming no significant delays in our receipt of chassis from our supplier, we are increasing our adjusted earnings per share outlook for the year to a new range of $1.78 to $1.9 from the prior range of $1.73 to $1.85. We are also encouraged by the long-term opportunities that infrastructure legislation would create for almost all of our businesses. With our recent capacity expansions, we would be well positioned to meet the associated increase in demand for our products. ","federal signal raises full-year outlook. federal signal raises full-year outlook after reporting 79% increase in orders and record backlog in strong second quarter; expecting long-term benefits from infrastructure legislation. q2 adjusted earnings per share $0.50. q2 gaap earnings per share $0.48. q2 sales $335 million versus refinitiv ibes estimate of $302.5 million. " "First, a reminder that our comments today will include references to organic revenue, which excludes the impact of foreign currency translation on our revenues. We believe that discussion of these measures is useful to investors to assist their understanding of our operating performance and how our results compare with other companies. Unless otherwise specified, discussion of sales and revenue refers to organic revenues and discussion of EPS, margins or EBITDA refers to adjusted non-GAAP measures. Many of these risks and uncertainties are and will be exacerbated by COVID-19 and resulting deterioration of the global business and economic environment. In a world where there are unprecedented supply chain shortages and significant inflationary pressures impacting every portion of our business, H.B. Fuller delivered double-digit growth and met our bottom line commitments. Last evening, we announced strong third quarter results led by 20% year-over-year revenue growth. Organic revenue was up 16% versus 2020 and was up 13% versus the pre-COVID-19 environment in the third quarter of 2019. This top line performance reflects broad-based double-digit organic revenue growth in all three global business units and includes significant contributions from both volume and pricing. We also reported adjusted EBITDA of $111 million and adjusted earnings per share of $0.79. These results were slightly ahead of our implied guidance. Our margins in the quarter were reduced as expected and we expect to see significant margin recovery in Q4 and 2022 as our price increases begin to outpace raw material increases and other inflation. In the third quarter, we continued to gain share in key market segments with our innovative solutions. We are leveraging our technical capabilities and global footprint as well as our operational speed and agility so that our customers can continue to innovate and build new products. Our adhesives wins this quarter are in products ranging from new consumer electronics and globally produced solar panels to sustainable food packaging and electric vehicles. These wins are driving our growth. At the same time, our team is managing the raw material supply chain exceptionally well, enabling us to meet high customer demand without impacting our sales volumes. We are also demonstrating our ability to price based on the value our critical adhesive solutions provider our customers. Through the third quarter, we have implemented $225 million of price adjustments and we took the decisive step of announcing a September 1st increase and surcharge in order to offset further raw material cost increases. These actions are expected to result in more than $400 million of pricing revenue on an annualized basis. We anticipate a significant improvement in margins in Q4 and into 2022 as a result of these actions. We are also prepared to take additional pricing actions as needed at the end of the year. These pricing actions, coupled with our strong organic volume growth which is up 13% year-to-date, is the basis for our confidence that H.B. Fuller's innovative solutions and global network will continue to drive share gains and significant margin improvement in the quarters ahead. We are demonstrating an outstanding ability to perform at a highly dynamic macro environment. Shortages persist for many specialty chemical raw materials, for plastic and metal packaging and for international shipping containers. We continue to see inflationary cost pressures in terms of materials, freight and labor. Extraordinary weather conditions during the year have caused shipping disruptions. Unplanned safety and governmental actions have caused factory closures. And we continue to navigate the uneven impact of the COVID-19 pandemic around the world. Through all of this, we are serving customers, we are winning through innovation and we are protecting our margins. We anticipated growth margin headwinds in the third quarter and we manage them well by controlling SG&A expenses. We are now positioned to reestablish our margins through higher pricing over a larger base of business. We've grown our base of business through exceptional support for existing customers, helping other customers in need when we can and by adding new customer business by winning through innovation. While we overcome these near-term challenges, our actions are aligned with our long-term strategy to grow our business through innovation and continue to build our position as the world's leading dedicated adhesive provider. We're gaining share in our markets by focusing on providing new and innovative adhesives that enable hygiene and packaging products to be more environmentally friendly, buildings more energy efficient and durable goods stronger and more lightweight. Our largest customer wins in this quarter were in the areas of electric vehicles and solar panel production. We are also actively investing to further differentiate our products and expand capacity. We recently announced a strategic partnership in Europe with Covestro, one of the world's largest polymer suppliers to deliver adhesive with a reduced climate impact for the woodworking composites, textiles and automotive industries. This partnership is one of our initiatives to advance our sustainability efforts and better enable customers to achieve their own sustainability objectives. We also recently announced a strategic investment to build a new facility in Cairo to support customers' increased demand in the fast-growing markets of Egypt, Turkey, the Middle East and Africa. Because of the resilience of our cash flows, we are able to make these investments while continuing to pay down debt, in line with our $200 billion target for 2021. Now, let me move on to discuss our GBU performance in the third quarter. Hygiene, Health and Consumable Adhesives third quarter organic sales increased 13% year-over-year with strong growth across the portfolio, including very strong results in packaging applications, beverage labeling and tapes and labels. As expected, HHC segment EBITDA margin of 12% was down versus last year's strong volume leverage and pricing gains were offset by higher raw material costs. We expect HHC organic volume growth to continue to be solid in the fourth quarter with pricing gains driving significantly higher margins as we exit the year. Construction Adhesives organic revenue was up 20% versus last year with strong growth in both flooring and commercial roofing as improving demand, share gains and pricing drove significantly improved top line performance versus 2020. We saw a significant improvement in pricing contribution in the quarter with pricing contributing 8% of the organic growth in Q3. We expect these pricing gains and the impact of the surcharge to drive 10% to 15% year-on-year growth in EBITDA in the fourth quarter. Engineering Adhesives top line results continue to be extremely strong in Q3 with organic revenue up over 19% versus last year, reflecting shared gains and strong pricing execution. Sales increased versus last year in almost every market with exceptional growth in adhesives for woodworking, insulating glass and new energy. And looking back to the non-COVID impacted third quarter of 2019, organic revenues were up more than 15%. We expect continued strength and double-digit full year growth in the segment. Engineering Adhesives third quarter EBITDA increased 11% year-over-year driven by exceptional volume performance and pricing gains. We expect double-digit sequential EBITDA growth in the fourth quarter as pricing actions and the surcharge are fully implemented and further offset the impact of raw material cost increases. Our planning assumptions are that demand will remain strong across our business units. Raw materials will continue to be tight for the end of the year and pricing will remain elevated against a strong demand backdrop. We anticipate that higher customer demand and share gains in each of our business units will drive strong year-over-year organic growth. As a result, revenue in most of our end markets will exceed 2019 levels by double-digits. Overall, when considering our strategic pricing actions coupled with the solid volume growth in HHC, continued improving performance in Construction Adhesives and strong demand in Engineering Adhesives, we now expect full-year revenue growth of 17% to 18% versus 2020. I'll begin on Slide 5 with some additional financial details on the third quarter. Net revenue was up 19.6% versus the same period last year. Currency had a positive impact of 3.2%. Adjusting for currency, organic revenue was up 16.4% with volume up 10.1% and pricing up 6.3%. All three GBUs had double-digit organic growth versus 2020 with Engineering Adhesives and Construction Adhesives up over 19% year-on-year and HHC up 13%. Top line results were also strong when compared to the non-COVID-impacted third quarter of 2019, which we believe validates the strength of our top line performance. When compared to Q3 2019, organic revenue increased 13.1% for the total company with strong organic growth for all three GBUs. Adjusted gross profit was up 3.8% year-on-year but gross profit margin was down as volume growth and pricing gains were more than offset by higher raw material costs. Adjusted selling, general and administrative expense was down 220 basis points as a percentage of revenue, resulting from strong volume leverage and general expense controls. Adjusted EBITDA for the quarter of $111 million was up 5% versus the same period last year and adjusted earnings per share were $0.79, up 4% versus the third quarter of last year, driven by strong volume growth, pricing gains and good cost controls offset by higher raw material cost. Cash flow continued to be strong with cash flow from operations in the quarter of $81 million, similar to the same period last year, despite higher working capital requirements to support the strong top line performance and higher raw material costs. And we continue to reduce debt, paying down $110 million in the first three quarters of 2021, keeping us on track for our full year debt paydown plan of $200 million. Regarding our outlook, based on what we know today, we now expect fourth quarter revenue growth to be between 15% and 17%. We are narrowing our adjusted EBITDA guidance range to $460 million to $470 million, given our expectations for continued strong volume growth and accelerated pricing, offsetting raw material cost increases that we now expect to exceed 15% for the full year. This would represent full year EBITDA growth in the range of 13% to 16%. We expect cash flow to be strong for the rest of the year, allowing us to maintain our target to pay down approximately $200 million of debt during 2021. Early in the year, we set three critical priorities for 2021, volume growth, pricing to value and releasing of greater productivity and operational capacity. Our double-digit volume growth versus both 2020 and pre-COVID 2019 reflects enduring demand for our critical adhesive solution, market share gains and the success of our global sourcing initiatives. On pricing, we moved quickly to implement $225 million in pricing actions, which are aligned with the value customers derived from our adhesives. And we have implemented further increases, which will reestablish our margin profile in the fourth quarter. And we continue to enable productive efficient capacity to deliver at a high level for our customers with lower factory and overhead cost as a percentage of revenue than last year. Our execution of these three priorities reinforces that despite varying economic conditions, our clear strategic vision enables us to take rapid decisive actions to create value for our shareholders. Our performance through the pandemic in 2020 and now through the unique supply and inflationary challenges in 2021 demonstrates our resilience and flexibility as we outperform our competitors. Our performance consistency through these challenging periods reflects the power of our global team and our business model. It demonstrates the strength of our cash flow generation and resiliency of our diverse customer set, including a strong and durable HHC business coupled with our substantial growth in Engineering Adhesives and Construction Adhesives. Looking ahead, innovation will continue to fuel multi-year growth opportunities, including an outsized percentage of our new product pipeline focused on electronics, electric vehicles, building and energy efficiency and more sustainable packaging and hygiene products. A strong debt paydown track record increases our optionality to deploy capital to acquisitions that add to our portfolio of specialized adhesive solutions. The actions we have taken in the first three quarters of the year have delivered sizable double-digit top and bottom line growth. But more importantly, they position us to exit 2021 with significant momentum. Our business is well positioned for further market share and volume growth, additional pricing gains and sizable margin improvement as we enter 2022. The last couple of years have demonstrated to investors that the adhesive industry is a great investment, high customer demand for our solutions, high cash flow generation, pricing resiliency and recently announced valuation multiples for adhesive businesses reinforce the premium value adhesive solution providers delivered to customers across a wide range of markets. As the only global pureplay adhesives provider of scale, we believe we are uniquely equipped to innovate with the speed and agility necessary to help our customers address their most pressing adhesive challenges and to deliver significant long-term value to our investors. H.B. Fuller is a stronger company today than ever before and we continue to take strategic actions to enhance our capabilities, our productivity, our speed, our agility and our financial profile. We remain laser-focused on executing our priorities and creating value for shareholders and all stakeholders in the fourth quarter, in 2022 and throughout the years ahead. Operator, let's open up the call to take some questions. ","q3 adjusted earnings per share $0.79. based on current assumptions, we have increased our estimated full-year revenue guidance. for fiscal year 2021, adjusted ebitda is anticipated to be about $460 million to $470 million. full-year revenue growth is now anticipated to be 17% to 18% versus fiscal 2020. sees q4 revenue growth of 15% to 17% versus q4 of 2020. pricing actions have been implemented that are expected to restore margins in q4 and into 2022. " "Our speakers are Jim Owens, H.B. Fuller President and Chief Executive Officer; and John Corkrean, Executive Vice President and Chief Financial Officer. First, a reminder that our comments today will include references to non-GAAP financial measures and references to organic revenue, which excludes the impact of foreign currency fluctuation and the impact of acquisitions and divestitures. We believe that discussion of these measures is useful to investors to assist the understanding of our operating performance and the comparability of results with other companies. Many of these risks and uncertainties are and will be exacerbated by the COVID-19 pandemic and any worsening of the global business and economic environment as a result. Last evening, we reported strong fourth quarter results with organic revenue up 5%, EBITDA up 9% and earnings per share up 21%. These results exceeded our expectations and each of our segments delivered positive organic growth and strong margin performance in the quarter. This performance is especially strong given its comparison against a pre-COVID environment and is a result of the work we've done to gain market share and reduce our cost structure. During today's call, and in the months ahead, we will explain and demonstrate why you should continue to expect differentiated performance from H.B. Fuller. Throughout the year, our portfolio of innovative adhesive solutions in hygiene, health and packaging has enabled H.B. Fuller to continuously meet high levels of demand for essential consumer products. We outperformed the market in meeting these needs. During this time, we also worked with customers in other markets to accelerate our product qualification processes for electronics and durable goods. And as demand around the world strengthened and global industrial production improved, we capitalized on share gains across our diverse markets to deliver fourth quarter results ahead of our expectations. We also realized significant operational benefits from the business realignment completed earlier in the year, which generated $30 million of annualized SG&A savings in 2020, including $10 million realized in the fourth quarter, resulting in strong profit growth and operating leverage. Our work in 2019, in advance of the pandemic, to reorganize into three GBUs, instead of five, has enabled us to grow faster while reducing costs. Our strong cash flow performance continued in the fourth quarter. Cash flow from operations increased 27% year-over-year, and enabled us to pay down a total of $205 million of debt for the year, above our original $200 million target. Our results in the fourth quarter and throughout the year reinforced the resiliency of H.B. Fuller's strategy. Our culture of collaboration, our broad adhesive technology portfolio, our applications expertise and our global operational agility proved to be differentiators in this current environment. H.B. Fuller seamlessly supported the dynamic needs of our customers in a world transformed by the COVID-19 pandemic. Throughout the pandemic, several priorities have remained constant for us, ensuring the health and safety of our employees, leveraging our technology investments to find new ways of working and utilizing our vast global capabilities to ensure business continuity for our customers. All companies have had to learn how to work differently in 2020. But I can say that H.B. Fuller team has truly excelled in this environment. I can't emphasize strongly enough how proud I am of our employees around the globe for their unwavering focus on delivering our priorities throughout 2020. Our teams effectively collaborated with each other and with our customers to develop new products and solve supply issues, and they did it faster than ever. We leveraged our digital technology in new ways to remotely qualify new applications and troubleshoot complex issues. The result was an increase in the speed of our decision making, shortened sales cycles and improved customer support. Our new organizational structure enabled greater collaboration across our global teams, faster decision making and better flexibility. H.B. Fuller's dedicated focus on adhesive technologies and our global capabilities have positioned us to move first and fastest with a clear vision and mission, no distractions from other divisions, other priorities or regional issues. These have proven to be critical competitive advantages resulting in increased share with existing customers and business wins with new customers. With that as perspective, I'll move on to our segment results in the fourth quarter on slide three. Strong performance continued in our Hygiene, Health and Consumables segment, where organic revenues increased by 5%, including solid organic growth in most geographic regions. We continue to meet high levels of demand for essential goods in the quarter, and our portfolio of adhesive solutions that enable more sustainable consumer products, drove strong growth in packaging, tissue and towel and tapes and labels. HHC segment EBITDA margins were strong at 15.3%, up 270 basis points year-over-year, reflecting volume leverage, favorable mix, savings from our business restructuring, and good overall cost control. Construction Adhesives' organic revenue increased 1% versus the prior year with improvements in year-on-year performance for all markets when compared with the second and third quarters of the year. Both the commercial flooring and roofing end markets improved in the quarter, albeit at a slower pace than residential construction markets. Construction Adhesives' EBITDA margin was solid at 12.4%, down 80 basis points versus last year, reflecting unfavorable mix and an increase in variable compensation accruals as a result of the stronger top line results in the fourth quarter. For the full year, EBITDA margin was roughly flat to 2019. New product introductions and improved product mix related to last year's portfolio repositioning, as well as operational improvements from the GBU restructuring offset the impact of lower volume. These operational improvements position this business for strong margins as construction activity increases in 2021. Engineering Adhesives continued to show strong improvement, with organic revenue up 5.6% year-on-year in the quarter, led by double-digit growth in electronics, recreational vehicles, woodworking and panels and solid results in insulating glass and automotive. Engineering Adhesives' EBITDA margin remained strong at nearly 17%, down 80 basis points versus last year, reflecting an increase in variable compensation as a result of the stronger top line results in the fourth quarter. Looking ahead to 2021, we will pursue growth opportunities and share gains in a business environment that is expected to continue to improve, but remain below normal levels. Our planning assumptions at this time are that COVID-related shutdown impacts will continue to lessen as vaccines are rolled out around the world. Although recessionary forces will continue to weigh on global economies throughout the year, we anticipate continued improvement in underlying demand, especially for electronics, storable goods and consumer goods, driving volume growth in 2021 versus 2020. Growth in some end markets, such as commercial construction and aerospace will improve at a slower pace and may not yet return to 2019 levels of activity. Elevated demand for hygiene and health products, packaging, paper tissues and towels will likely continue into 2021 as consumers continue to spend more time in their homes. The spikes in demand that we saw in the second quarter, however, are unlikely to repeat. We anticipate Construction Adhesives' end markets to continue to show steady improvement throughout 2021 with commercial activity improving throughout the year and residential activity remaining solid. Engineering Adhesives' end market demand will likely remain at elevated levels in early 2021, reflecting increased production activity to meet some pent-up demand, returning to more typical activity levels in the second half of the year. In total, our base planning assumptions are for low to mid-single-digit organic revenue growth in 2021 with stronger growth from Engineering and Construction Adhesives versus 2020. We expect volume leverage and savings from our restructuring and our operational improvement programs to drive solid year-on-year EBITDA margin improvement in 2021. Sales growth, improving margins and continued working capital efficiency will enable us to continue to drive strong cash flow and deliver another year of strong debt paydown with a target of paying down another $200 million of debt in 2021. Against a challenging economic backdrop, our performance in 2020 demonstrates that our business is diverse and resilient, our operations are nimble, and we are executing our strategy well. And we expect to continue to outperform our markets again in 2021. I'll begin on slide four with some additional financial details on the fourth quarter. For the quarter, revenue was up 5.2% versus the same period last year. Currency had a positive impact of 0.5%. Adjusting for currency, organic revenue was up 4.7% with volume up 5% and pricing having a negative 0.3% impact year-on-year in the quarter. Year-on-year adjusted gross profit margin was 27.5%, down 10 basis points versus last year as higher volume was offset by higher variable compensation and unfavorable absorption due to a reduction in inventory. Adjusted selling, general and administrative expense as a percentage of revenue was down a full percentage point versus last year, reflecting savings associated with the business realignment and lower travel, which was partially offset primarily by higher variable compensation associated with strong fourth quarter results. Adjusted EBITDA for the quarter of $123 million was up 9.4% versus last year and above the high end of our planning assumptions, reflecting strong top line performance, particularly in Engineering Adhesives. Adjusted earnings per share were $1.06, up 21% versus the same period last year as strong volume growth, lower SG&A and lower interest expense associated with our debt reduction actions drove higher earnings per share than last year. For the quarter, cash flow from operations of $139 million is up by 27% versus the same period last year, reflecting continued improvement in working capital performance. This allowed us to continue to reduce debt, paying off $205 million for the full year ahead of our $200 million debt paydown plan. With that, let me now turn to our guidance for the 2021 fiscal year. Based on what we know today, and the planning assumptions that Jim laid out earlier, we anticipate full year organic revenue growth to be in the low to mid-single-digits, and EBITDA to increase by approximately 10% as volume leverage, pricing, manufacturing and supply chain savings and carryover of the restructuring-related savings and SG&A offset higher raw material costs, variable compensation rebuild and higher travel expense. We expect our 2021 core tax rate to be between 26% and 28% compared to our 2020 core tax rate of about 25%. A higher tax rate as a result of forecasted income by region and the tax impact related to global cash management. Capital expenditures are expected to be approximately $95 million in the 2021 fiscal year, and we expect to devote approximately $200 million of our cash flow after capex investments and dividends to the repayment of debt. In 2020, we proved our ability to consistently and effectively execute our strategy in the toughest of times. And we reinforce the business resiliency that comes from our broad portfolio of adhesive applications and diverse end market exposure. Most importantly, we have created momentum as we head into 2021. Revenues increased and margins improved sequentially throughout the year, and in the fourth quarter, we delivered 5% organic revenue growth with positive organic growth in each of our segments. The momentum we have created is enabling us to outperform our markets, and is a direct result of actions we've taken over the past few years to realign our organizational structure and strengthen our ability to grow. Our business realignment accelerated our market-focused innovation and enhanced our collaborative capabilities, enabling us to consistently meet customers' needs and capture growth opportunities. And the business realignment also enabled us to do this through a simpler, lower cost structure. Looking ahead, we are only just beginning to see the benefits from these actions. Our customer wins continue to grow, and we are still in the process of implementing changes and optimizing the business with a focus now on driving $20 million to $30 million of efficiencies across our manufacturing network by the end of 2022. We are encouraged by share gains and new customer business we have won in 2020 that helped drive revenue growth as we exited the year. Our focus on innovation to drive new business continues in 2021, and our new product pipeline is stronger than it has ever been. We continue to expand our portfolio of adhesive applications that enable more economical and environmentally sustainable buildings and products. Some examples include our single ply membrane sprayable roofing adhesive, our Fast 2K pole and post setting material, advanced adhesives for solar panels and insulating glass formaldehyde-free low monomer emission adhesives to support low VOC structural wood products and panels. And a growing portfolio of adhesives for electronics, including applications used in smartphones and wearables, touch panels and keyboards, and interiors and exteriors in both traditional and electronic vehicles. In December, we announced our Advantra hot melt adhesive technology for extreme cold storage of vaccines and medical packaging, which provides a secure bond at minus 70 degrees Celsius. Demand also remains strong for sustainable packaging solutions, such as H.B. Fuller's closed sesame tapes that support easily returnable packaging systems, composable adhesives for paper and hygiene products, and our microsphere adhesive technology for removable signs and labels. This high level of demand reinforces the importance of our HHC solution in today's world. These are just a few examples of the innovation we are bringing to market. With our strong product pipeline and the continued optimization of our operations, we are confident in our ability to build on our success, driving further share gains and continued margin improvement. We exit an unprecedented year in 2020 as a much stronger company. And as the world's largest dedicated provider of adhesives, we are uniquely positioned to capture future growth opportunities and deliver for our shareholders strong sustainable results in the months and years ahead. Operator, please open up the call so we can take some questions. ","full year debt paydown of $205 million surpassed $200 million target. base case outlook for low to mid-single digit organic revenue growth and approximately 10% adjusted ebitda growth for fiscal 2021. sees to pay down an additional $200 million of debt in 2021. qtrly adjusted earnings per share of $1.06. " "We will be referencing it today on the call as it provides you with additional detail on this quarter's performance. Actual results and events could differ materially from those discussed today. In addition, we will be discussing some non-GAAP and pro forma financial information during the call today. You can find reconciliations of our non-GAAP measures to the most comparable GAAP measures in the earnings supplement. I'm very pleased to report that our first quarter highlights results in operations witnesses show significant progress against our stated strategy in almost all respects. First quarter financial results were ahead of internal expectations showing continued year-over-year growth and adjusted EBITDA and after normalizing for some structural changes in our year-over-year comparisons. We also produced a sequential improvement from Q4 to Q1 in same-store revenue and adjusted EBITDA trends. We're pleased to see that. March was our best month of the quarter, and we anticipate continued sequential trend improvement in Q2, as we start to cycle the largest impacts of the COVID-19 pandemic in 2020. We expect to post a year-over-year total revenue growth of low to mid single digits in the second quarter, along with more than 30% adjusted EBITDA growth in the second quarter. And that is expected to lead to significant adjusted EBITDA growth for full year 2021 as compared to 2020 and that's we've mentioned that in our last couple calls, and we're a little bit ahead of pace so far under internal targets. Within the quarter, we also continue to improve the capital structure of the Company and we significantly lowered the cost of debt in the first quarter. For those that have been following the Company for a while now, we refinanced 11.5% term loan B with a LIBOR plus 700 term loan B during the quarter, and we also got shareholder approval for our converts issuance which we did in the Q4 time periods. And that was approved at the end of February in the first quarter and the converts have a rate of 6%. So, we have lowered our overall cost of capital from 11.5% about 7.17%. Last point, I'll make on our financial statements and then Doug of course will go through them in much more detail. We're showing a loss of 142.3 million on our income statement and we need to put that in perspective given the financing moves that we made in the first quarter, which significantly lower our cash outflows. That's part of the convert steel before shareholders approve it. Accounting rules require the changes in the value of converts to the mark-to-market and run through the income statement because our share price went up significantly from the beginning of the year to the shareholder approval date. We had to take a non-cash charge of 126.6 million on the income statement. Now that shareholders have approved that deal we won't have mark-to-market changes running through the income statement any longer. Also, in order to get the refinancing done, we incurred 19.4 million of non-cash charges related to extinguishment of debt. And in order to get all those deals done, we incurred 10.2 million in costs associated with those transactions. If you take those three charges into account, your net loss actually goes from 142.3 million to a net gain before taxes of 13.9 million, so a net gain of 13.9 million. Thought that was worth noting for shareholders since that net loss is such a big headline number. Now turning to operations, our digital subscribers surpassed 1.2 million in the quarter as a fantastic and again, it outperformed our internal expectations. We grew over 37% versus the prior year, and we had our single largest quarter for new paid digital subscribers adding over 120,000. Further our digital the ownership relation revenue grew by more than 45% year-over-year. Overall in Q1, our digital revenues accounted for approximately 30% of total revenue in print advertising was less than 25% of total revenue, making real progress toward our goal of being a digital technology company combined with having a revenue streams primarily made up of subscription revenues. We are pleased with our execution on synergies as well going back to the acquisition of Gannett November of 2019. We've implemented a cumulative 300 million of annualize synergies. Now as of the end of the first quarter of this year, well ahead of our original goal of 300 million by the end of 2021. And we are confident in our ability to implement additional synergies by the end of 2021, resulting in a total of approximately 325 million or more of annualized synergies. When we spoke last on our Q4 earnings call in February, we outlined our commitment to a subscription led digital business strategy that drives audience growth and engagement by delivering deeper content experiences to our consumers while offering the products and marketing expertise our advertiser's desire. We delineated five key pillars to our strategy and I'd like to spend a few minutes updating you on the progress of each of those during the first quarter. Our first pillar is accelerating digital subscriber growth. As I mentioned, digital only subscriptions surpassed 1.2 million in the quarter of 37% year-over-year. And importantly, we delivered our largest quarter-over-quarter growth as a combined company with 120,000 net new subscribers. Our markets responded well to new and more consistent subscription offers and enhanced high performing and localized creative as well as the marketing of highly valued and unique content. We anticipate that new subscription and product launches in the coming months will accelerate this growth on our path to reach a target of 10 million paid digital only subscriptions in the next five years. The second pillar is driving digital marketing services growth by engaging more clients in a recurring revenue relationship and aggressively expanding our digital marketing services business into our local markets, both domestically and internationally. We continue to see progress with our localized to digital marketing platform. The platform enables subscription like opportunities through our core product set, which we expect to drive higher recurring revenue, more stable billing cycles, improved client retention, and stronger marketing performance for our clients. Our core sales team continued with year-over-year growth in revenue, returning to double-digit growth in the quarter, and achieving the highest productivity metrics since 2016. The significant growth and record productivity that our team drove in Q1 is a prime example of the superior results we believe we can drive for all local businesses. The third pillar is optimizing our traditional businesses across print, subscriptions and print advertising. We continue to drive the profitability of our traditional print operation through economies of scale, process improvements and optimizations. This includes maximizing the lifetime value of our print subscribers. Through newly implemented retention and loyalty programs and expanding on the content we know our subscribers value most. Our print subscriber base has been quite stable over the past year. And while we do not expect to print subscriptions to grow over time, we are highly focused on retaining our current subscriber base. Fourth pillar is prioritizing investments into growth businesses that have significant potential and support for our vision. By leveraging our unique footprint, trusted brands, and media reach, we identify, test and invest in opportunities for growth. We highlighted a couple examples in the last quarter. And we have a couple of new great examples to talk about this quarter, but going back to the last quarter, we highlighted our USA Today network ventures, which is our events and promotions business. We've built this and continue to invest in. We're slowly returning to live events. We had a few in the first quarter. And while our events adventures revenue, that activity was lighter than typical during the first quarter, it reflects an intentional delay of several events until later in the year when in-person events are anticipated to be more widely allowed and widely accepted. But I mentioned we have a couple of new areas to talk about that we're particularly excited about. They could represent very significant opportunity for us. The first is in the sports gaming sector. And we're exploring the sports gaming partnership that we actually expect to announce in the second quarter so very soon. Online game is a sector that is poised to grow substantially in the U.S. over the next 5 to 10 years, as it continues to legalize across the country at the state level. We believe we are well positioned to grow our business in tandem with this sector by leveraging our unparalleled ability to reach consumers at both the local and national level in the U.S. with deep community reach content and brands. Our sports readers are some of the most engaged audience and with our large network of dedicated and well known sports journalists. We believe we offer access in local perspective that many of our national counterparts cannot and we plan to capitalize on that through a unique partnership. The second area we are exploring is leveraging our massive media archives to create non-fungible tokens or NFT's one of our most important assets is our content. We are excited about the NFT market because we believe it creates several new opportunities for Gannett. First represents a new way for consumers to enjoy an experienced Gannett's award winning coverage of historical events, monumental moments and areas of passion or special interest such as sports, turn event, the arts and pop culture. Second, presents a new business opportunity for Gannett, as we see how this space continues to develop, and how our incredible archives could be monetized in new marketplaces. We are excited about this opportunity and we'll be launching our first NFT in the upcoming weeks. Finally, pillar number five, we are committed to building upon our inclusive and diverse culture to center around meaningful purpose, individual growth and customer focus. Inclusion, diversity and equity are core pillars of our organization. We have previously shared our inclusion goals for 2025. And we just published our first workforce diversity report in March, outlining the steps we're taking to reach those goals. During the quarter, we were also recognized for two awards that we are proud of. First, for the fourth year in a row, we received a score of 100 on the Human Rights Campaign Foundation's Corporate Equality Index. And for the second year in a row Gannett has been recognized as one of America's best employers for diversity by Forbes. Gannett is highly intent and focused on becoming a more inclusive, diverse and equitable workplace. And while we still have work to do, we are very proud to be recognized for the steps we are taking to get there. For Q1 total operating revenues were $777.1 billion, a decrease of 18.1% as compared to the prior quarter. On the same-store basis operating revenues decreased 16.5% as compared with the prior year quarter, due to the continued secular decline in print advertising and home delivery revenue, as well as the continued economic slowdown brought on by the pandemic. First quarter revenue trends were also impacted by the cessation of certain industry wide digital marketing incentives in 2020. The incentives generated through the Digital Marketing Solutions segment totaled $13 million for all of 2020 with $9.2 million of that in the first quarter last year. That negatively impacts the Q1 same-store trend by approximately 90 basis points. So, on a comparable basis to Q1 2021, same-store trends improved slightly from the levels we saw in Q4 of last year. Adjusted EBITDA totaled $100.5 million in the quarter, which is up $1.4 million or 1.4% year-over-year. This performance reflects the impact of lower revenues offset by cost reductions and synergy savings. The adjusted EBITDA margin was 12.9% and growing 250 basis points over the prior year. In the first quarter, expenses were lower by 20.4%, reflecting permanent expense savings put in place in response to the pandemic, regular way cost reductions as well as the continued synergies from the merger integration. Now moving on to our segments, the publishing segment revenue in the first quarter was $699.6 million. Print advertising revenue decreased 24.9% compared to the prior year on a same-store basis reflecting the continued sector of pressures as well as the disruption from the pandemic. However, print advertising revenue continues to show improvement each quarter, with 200 basis points of improvement in Q1 as compared with the Q4 trend. Digital advertising and marketing services revenues decreased 10.4% on the same-store basis reflecting the ongoing impact of the pandemic, as well as cycling against strong comparisons in the first quarter last year. Digital media declined as compared to the prior year as we experienced record audience metrics in Q1 of 2020 tied to the onset of the pandemic, and Q1 2020 also benefited from certain large national digital media campaigns that did not recur in the current period. Additionally, we continue to see declines in digital classified, reflecting both secular trends, as well as the tough comparison against the prior year period, which still benefited from our historical relationship with cars.com. Digital marketing services revenue in the segment continue to show improvement year-over-year on the same-store basis, improving 460 basis points from the Q4 trends as a results of ARPU growth year-over-year. Circulation revenues decreased 12.9% compared to the prior year on the same-store basis, which compares favorably with Q4 same-store trend of down 13.6%. Home Delivery trends declined slightly in the first quarter of 2021, reflecting the impact of more moderate pricing strategies. Single copy while still significantly impacted by the ongoing pressure on the pandemic, as a result of lower travel and consumer activity started to show improvement in year-over-year trends in the first quarter. Digital only subscribers grew 37.2% year-over-year on a pro forma basis for approximately 1,219,000 subscriptions. And the digital only subscriber revenue grew 46.3% on the same-store basis as compared with the prior year. Adjusted EBITDA for the publishing segment total $102.2 million, representing a margin of 14.6% in the first quarter, an expansion of 170 basis points on a year-over-year basis. For the Digital marketing solutions segment, total revenue in the first quarter was $102.3 million, a decrease year-over-year of 12.7% on the same-store basis. The decline of 230 basis points from the Q4 trend can be attributed to the termination of the industry wide marketing incentive programs as I mentioned earlier, that was worth $9.2 million in Q1 of 2020. The otherwise improving trend quarter to quarter was driven by our core ReachLocal business where we saw double-digit growth year-over-year, with March yielding the best new client productivity month in over five years. Despite the strong performance metrics client count declined slightly quarter-over-quarter primarily driven by plant system conversions as plants are being migrated onto a single platform as well as the sunsetting of certain product offerings. Long term we expect our core product set to drive higher recurring revenue and client retention while creating stronger performance for our clients. Adjusted EBITDA for the Digital Marketing Solutions segment totaled $9.2 million, representing a strong margin of 9% in the first quarter in line with our fourth quarter results, and well above margins in Q1 2020 of 6.5%. In terms of our Q1 net loss attributable to Gannett was $142.3 million, which reflects a $19.4 million noncash loss on the early extinguishment of debt in connection with our term loan refinancing and a $126.6 million noncash loss and the derivative associated with the 6% convertible notes due 2027. Noncash impact was driven by the increase in the fair value of the derivative liability as a result of the increase in a company's stock price from year-end levels. And as Mike mentioned, given the fact that we received shareholder approval in February of 2021, there will not be any future mark-to-market activity related to the convertible notes and our operating results. Our net loss also reflected $58.1 million of depreciation and amortization. The Company's effective tax rate for the quarter was primarily driven by the impact of the derivative loss, which is not deductible from a tax perspective, partially offset by valuation allowances associated with deferred tax assets related to interest expense. Turning now to the balance sheet. As we outlined in our last earnings call, the Company has fully refinance our original 11.5% term loan earlier this year, putting our blended rate of debt outstanding at just over 7%. We ended the quarter with approximately $1.54 billion of total debt and made $41.2 million of debt repayments in the quarter including $8.6 million of repayments post by refinancing. These repayments were funded through cash on hand and $10.9 million of assets sales in the first quarter. We expect to generate an incremental $90 million to $115 billion of assets sales this year with the intention to reach firstly net leverage below one times adjusted EBITDA by the end of 2022. Our cash balance at the end of the quarter was $163.5 million, resulting in net debt of approximately $1.374 billion. Capital expenditures totaled 7.6 million for the quarter reflecting investments related to digital product development, technology and operating infrastructure. From a cash perspective, please keep in mind that we will expect to make our first interest and principal payment on the new term loan on September 30th, and then we'll be making payments quarterly thereafter. Lastly, in connection with the CARES Act, subsequent to March 31, 2021, the Company has received approval for approximately $16.2 million in PPP funding in support of certain of our locations that were meaningfully affected by the COVID-19 pandemic. At the appropriate time, we intend to apply for forgiveness of the PPP loans in accordance with the program guidelines. As Mike indicated earlier, we are pleased that our Q1 performance and believe that we are well positioned for Q2 as well as the second half of 2021. ","gannett q1 rev fell 18.1% to $777.1 mln. q1 revenue fell 18.1 percent to $777.1 million. q1 same store sales fell 16.5 percent. publishing segment revenues were $699.6 million in q1 of 2021. same store circulation revenues decreased 12.9% in q1 of 2021. " "We will be referencing it today on the call as it provides you with additional detail on this quarter's performance. In addition, we will be discussing some non-GAAP financial information during the call today. You can find reconciliations of our non-GAAP measures to the most comparable US GAAP measures in the earnings supplement. Our results in the quarter evidence continued strong growth in our digital-only subscriber counts and in our digital marketing solutions segment. These represent stable and recurring revenue streams that are growing very rapidly with big addressable markets that we are penetrating. The increases in these digital categories in Q3 led to year-over-year same-store revenue growth and for the fourth consecutive quarter, year-over-year adjusted EBITDA growth. Also, importantly our results are in line with previous guidance we had given at the end of the second quarter, and again, when we did our most recent refinancing about a month ago. Q3 adjusted EBITDA was $102.1 million with a margin of 12.8% for the quarter and that brings our last 12 months adjusted EBITDA to $467 million, up meaningfully from 2020. We achieved positive net income in the quarter of $14.7 million and adjusted net income was a very strong $26.5 million in the quarter. Further, I'm excited to report that our last 12 months digital revenues have now exceeded $1 billion and our overall digital revenues are growing at 15% to 20%. During the third quarter, we were able to meaningfully pay down principle on our 5-year term loan, reducing debt by $91 million in the third quarter. Our aggressive debt repayment this year, combined with strong financial performance has allowed us to opportunistically refinance our Term Loan B. This refinancing was completed in October, just last month. In fact, this was our second refinancing in 2021. We have been able to materially reduce the cost of our debt, our ongoing cash interest expense and we have continued to lower our leverage. We continue to remain on our aggressive plan to delever our balance sheet. We were able to post strong financial results this year along with multiple refinancings despite the lingering impact of the COVID-19 pandemic as well as the inflationary pressures that have risen here in the US and impacted so many. It's worth highlighting that we have repeatedly shown that even in a challenging environment the compounding growth in our digital revenue businesses and our ability to strategically modulate our cost structure continues to allow us to produce stable growing adjusted EBITDA and free cash flow. With regard to our strategy, in alignment with our first strategic pillar, accelerating digital subscription growth we have accumulated our three best quarters ever of digital-only subscriber growth here in 2021, with the third quarter being our biggest growth quarter ever. Our subscription-led strategy resulted in adding 164,000 net new digital-only subscribers in the third quarter, outpacing our previous high set in the second quarter of 2021. The accelerating growth is built on new product launches such as USA TODAY Sports Plus, a new premium personalized sports subscription product that went live in early September. In addition to growth in our recently launched paid Crossword app, as well as continued progress with our newly launched USA TODAY premium content subscription strategy. These new products, combined with the continued strong growth in our local subscriber business has allowed us to begin to further accelerate our overall growth rates, more on that in a minute. The USA TODAY Sports Plus, the immersive and interactive product gives subscribers access to augmented reality experiences, data visualization that the USA TODAY brand was built on podcast and access via live chats and text messages to the remarkable journalists across the USA TODAY Network, including Josina Anderson, an NFL expert and a veteran with over 20 years of experience who previously worked for ESPN that was named the Network's First Female National NFL Insider in 2015. So happy to have her on board here at the USA TODAY. USA TODAY Sports Plus is currently live in seven markets with more markets being added in the coming year. An expanding product portfolio which includes digital subscriptions in our over 200 local markets and at the USA TODAY as well as ancillary products such as our Crossword app and Sports Plus App now allow us to test the impact of bundling on both subscriber growth and retention. Increased rigor on content and brand marketing and on data intelligence led by our Chief Marketing and Strategy officer Mayur Gupta and our newly added Chief Data Officer, Nate Rackiewicz which who joined us in August have have also helped drive more new net subscribers in the last two quarters then in all of 2020. We're really happy that Nate joined us as well. While we are excited about the growth this year, we firmly believe we are in the early stages. With 179 million average monthly unique visitors and the sixth largest reach among all domestic media peers, our digital-only subscriber volume represents less than 1% of our audience reach. So tremendous upside as penetration increases. We expect to end 2021 with more than 1.65 million digital subscribers and that will represent growth of over 50% versus 2020. With expectations of an expanding product portfolio and accelerated marketing flywheel and the application of rigorous data science, we are building plans to continue this accelerated growth rate going forward into 2022. The success in our digital subscription efforts was complemented by success in our second strategic pillar, accelerating the growth in our digital marketing solutions segment. The digital marketing solutions business, which operates a SaaS-like model on our proprietary local IQ marketing services platform, which now generates approximately $440 million of revenue annually with growth rates that are expected to outpace the competitive market. Our core platform revenue, which we view as customers using our proprietary digital marketing services platform, that are sold by either our direct or local market teams grew 26% year-over-year to $113 million in the third quarter. And importantly the segment recorded record adjusted EBITDA margins again this quarter at 12.9%. Sequentially client count demonstrated modest growth and ARPU grew 7%. In the quarter, we also augmented our current local and direct sales channels by enabling a new freemium digital marketing solutions offering on our platform, which will serve as a low friction tool for acquiring registered users, while providing small businesses immediate marketing value and exposing them to the proprietary functionality of our broader lcoal IQ platform. The freemium offering will operate in close connection with our marketing efforts and inside sales capabilities to create an engaged segment of new customers, which may not have previously considered local IQ. The first 2 phases were launched in Q3 which enables a registered user to receive a free assessment of their current marketing presence and to create a local IQ account with access to the local IQ University and the ability to connect with the salesperson. In Q4 and in 2022 we will enable additional features that drive platform engagement and the ability to purchase solutions within the freemium experience either directly or via one of our sales channels. We look forward to updating you in the coming quarters on the metrics generated by the premium channel and are excited by the potential to expand our TAM and reduce our customer acquisition costs through these efforts. This could represent our biggest growth category within the DMS segment over the next five years. We continue to invest in our local IQ platform with our product team consistently rolling out product improvements to what we believe is already a best-in-class solution to help businesses build web presence, drive leads and awareness and expertly manage leads and engage customers. In the third quarter among other enhancements we added a competitor keyword automation as soon as campaigns go live through our improved smart algorithm, which uses over 100 million national and local US businesses to drive further optimization. We also implemented the use of first-party data as we strive to help businesses reduce their dependence on third-party cookies. We now allow businesses to leverage their own customer data to target look like audiences at both Google and Facebook. We believe that ongoing investment in product and marketing combined with sales channel expansion are critical to sustaining the double-digit growth in our core platform business, and expanding our core client count from over 15,000 today to a more meaningful percentage of the over 30 million small businesses here in the US. Our third strategic pillar is optimizing our traditional print business across circulation and advertising. In the coming year, we will be creating a focused regional effort on enhancing the performance of our Legacy print offering across the country. We continue to have many levers to pull around our print business that we believe can improve the business performance coming from this segment despite the secular headwinds we face from data governance and intelligence impacts on customer acquisition and preferences to capitalizing on the standard systems and data analytics that have been put in place through the integration from our merger in 2019 to reinvigorating our single copy sales channel post pandemic. Improved customer service and the focus on the right pricing all will lead to improvement in our Legacy print business in 2022 and beyond. Our fourth pillar is prioritizing investments in our growth businesses. In the third quarter, we announced our five-year agreement with Typical USA, the US-based sports of Typical Group Limited, the leading sports betting provider in Germany. With this announcement Typical became the exclusive sports betting and i-gaming provider for Gannett in the US. The 5-year agreement includes $90 million in media spend by typical incremental incentives payable to Gannett for customer referrals upon reaching certain thresholds, and the ability to acquire a minority equity stake in Typical US. In September we officially launched content assets to support this exciting partnership and engaged the avid sports betting fan. The team launch, Sportsbook Wire,BetFTW, Bet For The Win, a site dedicated to sports betting analysis we launched a video series on site and Bet For The Win 101 to help inform and educate betters. Additionally, the video series Lorenzo's Locks is back for another football season and more video and podcast will be launching over the next several months. In just the first two weeks these assets drove nearly 15 million page views. We will continue to bet big on sports with a sports audience here at Gannett of over 53 million sports fans and and we have over 500 dedicated sports journalists to help expand our coverage of the growing sports betting market. The events business remained under pressure in the third quarter with the resurgence of the COVID-19 pandemic with the Delta variant, which directly impacted our ability to host live events. While we initially saw live events accelerate in the second quarter, we largely returned to virtual events in the third quarter and expect to remain substantially virtual in the fourth quarter of this year. Despite these challenges events revenue still grew 33% year-over-year in the third quarter and our marquee events drove impressive engagement with just over 2 million virtual and live attendees within the quarter. RAGBRAI, the Des Moines Register's annual great bicycle right across Iowa returned in July of 2021. The First National High School Sports Award Show was held this summer as well, featured host Michael Strahan and Rob Gronkowski and highlighted more than than 1,000 honores from 50 states. And earlier this week, we aired the American Influencer Awards, hosted by Andy Cohen. Our American Influencer Awards honors influential and talented social media personalities in categories, including beauty, fitness and lifestyle, and it drives significant engagement with over 5.8 million votes cast this year through our website. This diverse portfolio of events brings a broad, engaged local to national audience into the Gannett ecosystem, and we remain firm in our belief that events will be able to generate 40%-plus year-over-year growth as we emerge from the pandemic. Our fifth and final strategic pillar is building on an inclusive and diverse culture. This commitment is the core pillar of our organization and influences all aspects of our operations from hiring, onboarding and educating to aligning our culture around empowering our communities to thrive. Last year, we published our inclusion goal for 2025 and published our first companywide workforce diversity report earlier this year. In addition, during the third quarter of 2020, our newsrooms published demographic metrics and pledge to build a workforce that mirrors the demographics of the nation and the communities we serve by the end of 2025, and to publicly report our staff demographics each year. This September, our news organization published results from this year's survey, which reflects our Newsroom workforce as of July 13, 2021. Similar gains were recorded in local newsrooms, including Detroit, Indianapolis, Louisville, Nashville, Phoenix and Rochester, New York. To be sure, this work must continue in advance, but we remain committed to achieving our 2025 targets and to accurately reflect the interest, issues and lived experiences of the people we serve. I would also like to highlight the fantastic work that Gannett Foundation has done this year. In October, the Gannett Foundation announced $5.4 million in grants through the company's A Community Thrives Program. In its fifth year, A Community Thrives awards grants to worthy causes and organizations across the United States, aiming to improve their communities. Supported by the Gannett foundation, the program encourages nonprofits to promote their ideas and efforts on a national platform, leveraging the USA Today Network, including USA Today and over 200 local media brands to drive further awareness and support through donations. Gannett's driving mission is to empower our local communities, and A Community Thrives is honored to support this year's recipients in their efforts to create change in their local communities. Now turning our attention to the fourth quarter, we are estimating same-store total revenues to decline in the low single digits. This decline reflects the impact of small market newspapers we have sold or in rare cases closed during 2021, combined with the impact that pandemic continues to have on the Events business as well as cycling against a strong fourth quarter last year, both in terms of revenue and adjusted EBITDA. Despite small same-store revenue declines expected in Q4 for the reasons noted, our two-year CAGR continues to improve, and we expect that to improve again in Q4. We are very encouraged by this improving trend. As we march toward sustainable revenue growth, our two-year total revenue CAGR trend improved from down 12.8% in Q1 to down 12% in Q2 to down 10.1% in Q3, and we expect to be inside 10% in Q4. With respect to adjusted EBITDA, we expect margins to be higher in the fourth quarter than the 12.8% we posted in Q3, we expect margin to be in the range of 14.5% to 16%. As I mentioned before, we have repeatedly demonstrated our ability to modulate our cost structure in response to macroeconomic conditions. The upcoming fourth quarter and early 2022 will be no different. We consistently review our print portfolio and operations and optimize costs and strategies across a broad base of variable expenses that support our print operations. With growing and recurring digital revenue streams and an improved capital structure with materially lower cost of debt, we are very confident in our ability to drive strong, stable adjusted EBITDA and cash flow even during periods of economic disruptions. For Q3, total operating revenues were $800.2 million, a decrease of 1.8% as compared to the prior year quarter. On a same-store basis, operating revenues increased 0.9% year-over-year. Total digital revenues were $265 million, increasing 17.8% on a same-store basis year-over-year. Adjusted EBITDA totaled $102.1 million in the quarter, up $14.1 million or 16% year-over-year. This strong performance was against the prior year adjusted EBITDA number that included $4.8 million of adjusted EBITDA associated with the print business that we disposed off in the fourth quarter of 2020. The adjusted EBITDA margin was 12.8%, in line with our outlook and up 200 basis points from the 10.8% recorded in the prior year quarter. Adjusted EBITDA expenses of $713.2 million declined to 1.8% year-over-year and benefited from $15.1 million of PPP loan forgiveness in the quarter. On the bottom line, we achieved $14.7 million of net income and $26.5 million of adjusted net income attributable to Gannett in the third quarter. Our net income compares favorably to the prior year, where we incurred a loss of $31.3 million. We are benefiting in part year-over-year as a result of 40% lower interest expense as compared with the prior year. Moving now to our segments. The Publishing segment revenue in the second quarter was $715.8 million, down 2.2% as compared to the prior year quarter and flat year-over-year on a same-store basis. Print advertising revenue decreased 4.3% compared to the prior year on a same-store basis as a result of the continued secular decline in the print advertising category. Digital advertising and marketing services revenues increased 16.1% on a same-store basis, reflecting strong operational execution from our national and local sales teams. Despite reduced page view volumes as compared to last year's peak news cycle, digital media revenue increased 10.6% versus the prior year. National sales of digital media grew 21% as compared to the prior year and 45.5% on a two-year basis. We saw strong national demand for both our owned and operated and our off-platform properties, particularly surrounding our sports assets. Digital classified revenues increased 12.3% on a same-store basis, and we now have fully cycled the prior year expiration of the cars.com contract. Additionally, we saw strong performance in our employment, obituaries and legal notice categories. Digital marketing services revenues in the publishing segment continued the strong performance with 36% same-store year-over-year growth. The Publishing segment delivered its second consecutive quarterly record for digital marketing services revenue at $34.1 million as a result of robust operational productivity. Our solutions continue to resonate with our small business customers and our local sales force continues to improve its DMS productivity, resulting in client count growth of 4% over the previous quarter. Moving now to circulation, where revenues decreased 8.2% compared to the prior year on a same-store basis, which compares favorably with the Q1 and Q2 same-store trend of down 12.9% and down 9.2%, respectively. Within circulation, home delivery trends also improved as we cycled some of the seasonal impacts we saw in the prior year as a result of the COVID-19 pandemic. Single copy remains negatively impacted by the ongoing pressure of the pandemic as a result of lower business travel. The resurgence in the COVID-19 pandemic early in the quarter contributed to single copy being down 5.6% on a same-store basis in the third quarter versus being down 5.1% in the second quarter. Digital-only subscriber growth yielded 27% growth in digital-only revenue. Digital-only subscribers grew 46% year-over-year to approximately 1,543,000 subscriptions. Digital-only ARPU declined slightly year-over-year as we continue to focus on growing the overall volume of our subscriber base. We expect that ARPU will stabilize and begin to increase again in 2022 as a higher volume of digital-only subscribers will begin to roll off their introductory pricing plans. Adjusted EBITDA for the Publishing segment totaled $101 million, representing a margin of 14.1% in the third quarter versus the 14.8% we generated in the prior year. The Publishing segment's Q3 margin was negatively impacted by the resurgence of the COVID-19 pandemic and the impact that it had on both single copy distribution as well as our Live Events business. Also, we are experiencing increased delivery costs related to postage and contract labor as well as higher newsprint costs versus the prior year. For the Digital Marketing Solutions segment, total revenue in the third quarter was $116.8 million, an increase of 16.5% year-over-year on a same-store basis. As compared to Q2 of 2021, revenue grew $8 million or 7.7% primarily due to increases in ARPU. Core clients, those that utilize our proprietary Digital Marketing Services platform increased modestly from 15,300 clients in Q2 to 15,400 clients in Q3. The increase in ARPU was largely attributable to a few seasonally large national customers, and we expect ARPU to return to previous levels in the fourth quarter. Comparing to the prior year quarter, the core business, which accounts for over 95% of the revenue in the Digital Marketing Solutions segment increased 25.8% year-over-year. Average client count held relatively flat year-over-year at $15,400, despite the fact that the prior year included approximately 2,000 low dollar accounts that were subsequently transitioned off the platform as a result of a strategic change in our product set. ARPU growth of 26.4% over the prior year reflects not only the impact of large national clients, but a focused product portfolio, which drives more effective results for clients and higher ARPU and margins within the segment. Adjusted EBITDA for the Digital Marketing Solutions segment totaled $15 million, representing a strong margin of 12.9% in the third quarter, our second consecutive quarter of record adjusted EBITDA and adjusted EBITDA margin. Our Q3 net income attributable to Gannett was $14.7 million and includes $48.1 million of depreciation and amortization. The company's effective tax rate for the quarter was impacted by the forgiveness of the PPP loans and the creation of valuation allowances on nondeductible interest expense carryforwards. Net income in the quarter benefited positively from our improved capital structure. In Q3, our interest expense was approximately $35 million, which is down 40% from the prior year. Let's now turn to the balance sheet. Our cash balance was $141.3 million at the end of Q3, resulting in net debt of approximately $1.26 billion. Capital expenditures totaled approximately $11.4 million during Q3, reflecting investments related to digital product development, technology and operating infrastructure. Free cash flow in the third quarter was $29.3 million, which reflects interest payments of approximately $30.4 million. We ended the quarter with approximately $1.4 billion of total debt, comprised primarily of $899.4 million of the five-year term loan and $497.1 million of 2027 convertible notes. During the quarter, we repaid $91.1 million of debt funded through $39 million of real estate and other asset sales as well as excess cash. We expect to generate $40 million of incremental asset sales in the fourth quarter, which would bring our total asset sales for the year to approximately $100 million. And as Mike mentioned earlier, during October, the company secured a new $516 million five-year senior secured term loan. The proceeds from the new senior secured term loan, together with the net proceeds from a private offering of $400 million first lien notes due in 2026, allowed us to fully repay the previous five-year term loan. The refinancing reduced our cost of debt by nearly 200 basis points, lowering our blended rate of debt outstanding to approximately 5.8%. The new senior secured term loan contains usual and customary covenants for credit facilities of this type and is substantially similar to the previous five-year term loan with one notable update. We are pleased that the new term loan will permit the repurchase of outstanding junior debt or equity, including the existing convertible notes up to $25 million per fiscal quarter provided that the first lien net leverage ratio for that quarter is less than 2 times. Firstly, net leverage as of September 30, 2021, was 1.6 times. We estimate that we will recognize a loss on the early extinguishment of the five-year term loan and the other refinancing fees of approximately $31 million during the fourth quarter of 2021. As a result of these expenses as well as our forecasted tax revision, we are currently forecasting an overall net loss for the fourth quarter. ","q3 revenue fell 1.8 percent to $800.2 million. qtrly same store revenues increased 0.9% compared to q3 of 2020. " "These estimates are subject to some risks and uncertainties. Additional information regarding these factors is contained in the company's 10-K, 10-Q and 8-K filings. Revenue is up $640 million or 7.3% against the first quarter last year. Operating earnings are up $4 million, and net earnings are up $2 million. To be a little more granular, revenue on the defense side of the business is up against last year's first quarter by $444 million, and aerospace is up $196 million. The operating earnings on the defense side are up $45 million or 6.4%, while operating earnings in the aerospace side are down $20 million, but still nicely above consensus. I will have more to say about this a bit later. The operating margin for the entire company was 10%, 70 basis points lower than the year-ago quarter. This was driven by a 250-basis-point lower margin rate at aerospace, as was fully anticipated in our guidance to you, combined with $21 million more in corporate operating expense. From a slightly different perspective, we beat consensus by $0.18 per share. We have roughly $500 million more in revenue than anticipated by the sell side and almost $50 million more in operating earnings. So it's a pure operations beat. I must confess that we also beat our own expectations rather handsomely. This is, in almost all respects, a very solid quarter. It's hard to find something not to like about it. It's a very good start to the year. Aerospace enjoyed revenue of $1.9 billion and operating earnings of $220 million with an 11.7% operating margin. Revenue is almost $200 million higher than anticipated by us and the sell side. Revenue is also $196 million higher than the year-ago quarter. The difference is almost exclusively more G500 and G600 deliveries than the year-ago quarter. The 11.7% operating margin is lower than the year-ago quarter, but consistent with our guidance and sell-side expectations. Finally, we took some mark-to-market charges with respect to our G500 test inventory. Without the charge, from a pure operating perspective, performance in the quarter was superb. Aerospace also had a very strong quarter from an orders perspective with a book-to-bill of 1.3:1. Gulfstream alone had a book-to-bill of 1.34:1. In unit terms, this is the strongest order quarter for the last two years, excluding the fourth quarter of 2019 when we launched the G700. The sales activity truly accelerated in the middle of February and continued on through the remainder of the quarter. The momentum developed in the quarter appears to be rolling over into the second quarter as well. We are experiencing a high level of interest and activity. It is constructive to see this accelerated activity level without the benefit of the removal of travel restrictions and quarantine requirements in many countries outside the U.S. Demand should improve even further when these restrictions are ultimately removed. Gulfstream experienced a 5.7% increase in service revenue. On the other hand, Jet Aviation's FBOs and certain of its maintenance facilities are recovering more slowly. Jet Aviation service revenue is down around $31 million, coupled with a modest increase in service operating earnings. The FBOs and MRO sites will do much better as business travel accelerate. The G500 and G600 continued to perform well. Margins are improving on a consistent basis, and quality is superb. As of the end of last week, we have delivered 104 of these aircraft to customers. The G700 has over 1,400 test hours on the five test aircraft, and the first fully outfitted G700 is flying. Its interior is absolutely beautiful. We remain on track for entry into service in the fourth quarter of 2022. Looking forward, we expect the second quarter to be our most challenging from a delivery perspective. However, we also expect rapid improvement in the third and fourth quarters as we had planned for an increase in production and more delivery. Combat systems has revenue of $1.8 billion, up 6.6% over the year-ago quarter. While all three companies within the group contributed to the growth, the primary source was increased sales of our eight by eight-wheeled combat vehicles to Switzerland and Spain and sales of our six by six Eagle vehicles. So all in all, good growth. It is also interesting to observe that combat systems revenue has grown in 16 of the last 18 quarters on a quarter over the year-ago quarter basis. Operating earnings, at $244 million, are up 9.4% on higher volume and a 30-basis-point improvement in margin. This was an impressive performance by any reasonable measure. You may recall that a notable development for this segment in the year-ago quarter was the formal signing of the restructured contract on the Canadian international program, which settled all issues. The parties continue to perform on that contract, as contemplated. This was helpful to free cash flow last year and continues to be so this year. This risk item appears to be behind us. Turning to marine systems. You may recall that at this time a year ago, I was able to report that revenue in the first quarter of 2020 was up 9.1% against the first quarter in 2019. I am very pleased to report today that first-quarter 2021 revenue of $2.48 billion is up 10.6% against first-quarter 2020. The growth was led by Block V Virginia-class and Columbia-class construction volume. We also enjoyed nice increases in ESB and T-AO construction volume at NASSCO. This is very impressive continued growth. In fact, revenue in this group has been up for the last 14 quarters on a quarter versus the year-ago quarter basis. Operating earnings are $200 million in the quarter, up $16 million or 8.7% on an operating margin of 8.1%. We will strive to improve our operating margin as we progress through the year. On the order side, I should observe that total backlog was down only $231 million sequentially, leaving a powerful $49.8 billion in total backlog. There was, obviously, significant order activity in the quarter, including the award of the 10th Block V Virginia-class submarine. This segment have revenue of almost $3.2 billion in the quarter, up $95 million from the year-ago quarter or 3.1%. The revenue increase was supplied by information technology, mostly associated with the ramp-up of new programs. IT alone grew 5% in the quarter. Operating earnings at $306 million or up $8 million or 2.7% on a 9.6% operating margin. This is about 40 basis points ahead of consensus. EBITDA margin is an impressive 13.3%, including state and local taxes, which are a 50-basis-point drag on that result. Most of our competitors carry state and local taxes below the line. This is a best-in-class EBITDA margin. Total backlog grew $359 million sequentially, and total estimated contract value remained about the same. There were also some notable items in GDIT's first quarter worth mentioning. On the bid and proposal front, GDIT submitted the highest dollar value of proposals in any quarter since the acquisition of CSRA, 90% of which represent new business opportunities. They ended the quarter with over $30 billion in proposals awaiting customer decision, most of which also represent new business opportunities versus recompetition of existing work. So good order activity in the quarter with a book-to-bill of 1.1:1 and good order prospects on the horizon. That concludes my remarks with respect to a very good quarter. As you know, we never update guidance at this time of the year. We will, however, give you a comprehensive update at the end of the second quarter, as is our custom. I'll start with our cash performance in the quarter. From an operating cash flow perspective, we essentially broke even for the quarter. Including capital expenditures, our free cash flow was negative $131 million. For those of you who followed us for some time, you know we've been a fairly significant user of cash in the first quarter for the past several years. This quarter was a marked improvement from that pattern due in large part to the strong order activity at Gulfstream and ongoing progress payments on our large international combat systems program, consistent with the contract amendment Phebe referenced earlier. So the quarter was nicely ahead of our expectations and reinforces our outlook for the year of free cash flow conversion in the 95% to 100% range. Looking at capital deployment, I mentioned capital expenditures, which were $134 million in the quarter or 1.4% of sales. That's down between 25% and 30% from the first quarter a year ago, but we're still expecting full-year capex to be roughly 2.5% of sales. We also paid $315 million in dividends and increased the quarterly dividend by a little more than 8% to $1.19 per share. And we spent nearly $750 million on the repurchase of 4.6 million shares at an average price of just over $161 per share. After all this, we ended the first quarter with a cash balance of $1.8 billion and a net debt position of $11.4 billion, down $1.3 billion from this time last year. Net interest expense in the quarter was $123 million, up from $107 million in the first quarter of 2020. The increase in 2021 is due to the incremental debt issued last year in conjunction with the refinancing of maturing notes. We have $3 billion of outstanding debt maturing later this year, and we plan to refinance a portion of those notes to achieve a more balanced deployment of capital, but this will still result in a declining debt balance this year and beyond. During the quarter, Congress passed the American Rescue Plan Act. As you may be aware, it contains two provisions that affect our business. First, it extends the provision of the CARES Act that allows reimbursement of contractor payments to workers who are prevented from working due to COVID-related facility closures. This will continue to benefit our technologies business, although it does not provide for fee on those costs. So that will have an ongoing dilutive impact on the segment's margins. Second, the act provides pension funding relief by reducing the amount of required contribution to our pension plans this year by a couple of hundred million dollars. However, this same provision reduces the amount of pension costs we are reimbursed on our U.S. government contracts. As a result, when coupled with the lower tax benefit from the reduced pension contributions, the impact on our 2021 cash flow is immaterial. We expect the cash benefit from the act to increase modestly over the next couple of years, reinforcing our expectation that free cash flow can exceed 100% of net income over that period. The tax rate in the quarter, at 16.2%, is consistent with our full-year expectation, so no change to our outlook on that front. Finally, order activity and backlog were once again a strong story in the first quarter with a 1:1 book-to-bill for the company as a whole, even as we grew by more than 7% in the quarter. As Phebe mentioned, the order activity in the aerospace and technologies groups led the way with a 1.3 times and 1.1 times book-to-bill, respectively. We finished the quarter with a total backlog of $89.6 billion. That's up 4.5% over this time last year. And total potential contract value, including options and IDIQ contracts, was $131.4 billion, up 6% over the year-ago quarter. Howard, that concludes my remarks. As a reminder, we asked participants to ask one question and one follow-up, so that everyone has chance to participate. Operator, could you please remind participants how to enter the queue? ","q1 earnings per share $2.48. q1 revenue rose 7.3 percent to $9.4 billion. total backlog at end of first-quarter 2021 was $89.6 billion, up 4.5% from year-ago quarter. total estimated contract value, sum of all backlog components, was $131.4 billion at end of quarter. " "This is Matt Eichmann. I'm joined by Pete Watson, Greif's president and chief executive officer, Larry Hilsheimer, Greif's chief financial officer, and Ole Rosgaard, Greif's chief operating officer. We will take questions at the end of today's call. In accordance with regulation fair disclosure, please ask questions regarding issues you consider important because we're prohibited from discussing material, non-public information with you on an individual basis. Please limit yourself to one question and one follow-up before returning to the queue. Actual results could differ materially from those discussed. We appreciate your interest in Greif, and hope that you and your families are staying both safe and healthy during the pandemic. Greif delivered robust third-quarter results. We executed with discipline to deliver record quarterly adjusted EBITDA of $238 million and adjusted class A earnings per share of $1.93, fueled by strong volumes and ongoing strategic pricing actions as we continue to experience strong demand across our global portfolio. Our leverage ratio fell at 2.8 times, and our board approved a $0.02 and a $0.03 increase to our class A and class B quarterly dividend, respectively, payable on October 1. We're also increasing our adjusted earnings per share and adjusted free cash flow guidance, reflecting our strong year-to-date results and positive outlook for the remainder of the fiscal year. Finally, in late June, we announced a planned executive leadership transition that will occur next year. Upon my retirement on February 1, 2022, Ole Rosgaard will assume responsibility for Greif's next chief executive officer. Until that time, Ole will serve as chief operating officer and work closely with me and our executive leadership team on his transition. Ole is a servant leader and a proven team builder with demonstrated commitment to customer service excellence and disciplined operational execution. Those attributes, along with his extensive manufacturing and industrial packaging experience, makes him the ideal leader to take Greif forward. Ole, I'd like to ask you to say a few words. It's great to be with you. As Pete mentioned, my name is Ole Rosgaard, and I'm excited and humbled to be named as Greif's next CEO. I look forward to joining these calls in the quarters ahead and to working more closely with all of you in the future. As head of global industrial packaging, my focus was on driving and delivering the operating and business results that our customers and shareholders expect. As COO, that focus continues across the wider Greif portfolio. And as Pete said, I'm working closely with the executive leadership team on our fiscal 2022 business plan and will share more about my priorities for the future after I assume my new role. On slide four, global industrial packaging business delivered outstanding third-quarter results. Our global steel drum volume increased by 8% per day. Our global rigid IBCs and large plastic drum volumes both rose by more than 25% per day. We also saw mid-teens improvement in our filling volumes versus the prior-year quarter, with demand accelerating specifically in APAC. Third-quarter average selling prices were up across all key global substrates year over year due to raw material pass-through arrangements and strategic pricing actions. In Latin America, steel drum volumes rose by 15% on a per day basis versus the prior year and benefited from improved industrial trends and a strong agricultural and citrus season. In EMEA, third-quarter steel drum and rigid IBC volumes increased by roughly 5% and 28% per day, respectively, with strong improvement across most key end markets. And finally, in APAC, steel drum volumes rose by 7% per day versus the prior year. Demand was solid in China, but a little softer in Southeast Asia due to COVID-19-related lockdowns that we continue to monitor across parts of that region. Across GIP, we see little indication of customers rebuilding inventory. Supply chain conditions remain tight, and our team is managing this challenge very well. While we have not experienced any significant raw material shortage, some of our customers have, which has negatively impacted our demand in certain regions. Labor availability is becoming more challenging, which is not unique to Greif, and has impacted the productivity of some plants in both GIP and paper packaging. These disruptions are not material at enterprise level, but certainly present operational challenges, nonetheless. GIP's key end markets are healthy. We experienced a double-digit performance volume demand year over year for both chemicals, specialty chemicals and lubricants in most parts of our global portfolio. And volume demand for solid food and paste weakened versus the prior-year quarter, but this was largely a result of pricing and margin decisions on our part that impacted conical demand in Southern Europe. GIP's stronger volumes and higher average selling prices resulted in higher segment sales and gross profit year over year. GIP's third-quarter adjusted EBITDA was a record and rose by roughly $62 million due to higher sales, partially offset by higher SG&A expense, mainly attributed to higher incentive accruals. The business also benefited from a $9 million operating tax recovery in Brazil and an $8 million FX tailwind. Please recall that GIP's Q3 2020 results included an opportunistic sourcing benefit of $5 million that did not recur. Looking ahead, GIP is off to a solid fourth quarter, with August signs comparable to our trend in July. I'd also like to comment that our thoughts and prayers are also with those that were impacted by Hurricane Ida earlier this week. While the damage from Ida is extensive and dramatic, at this time, what we know, we do not anticipate a material impact to our fiscal '21 fiscal results from the storm. Paper packaging's third-quarter sales rose by roughly $120 million versus the prior year, attributed to stronger volumes and higher selling prices due to increases in published containerboard and boxboard prices. Adjusted EBITDA rose by roughly $18 million versus the prior year due to higher sales, partially offset by higher transportation and raw material headwinds, including a $24 million OCC drag. SG&A expenses rose year over year, primarily due to higher incentive accruals. We are actively executing on price increases in response to robust demand and cost inflation. Since early June, we've announced five price increases, including a total of $100 a ton on CRB, $120 a ton in total on URB, and $70 a ton on containerboard. As of August, the published indexes recognized $50 a ton on the CRB increases, $50 a ton on the URB increases, and a $50 and $60 a ton on linerboard and medium, respectively. Demand in our converting operations remain very, very strong. Third-quarter volumes in CorrChoice, our corrugated sheet feeder system, were up roughly 27% per day versus the prior year and are anticipated to stay strong through the fiscal fourth quarter. Third-quarter specialty sales, which includes litho-laminate, triple-wall bulk packaging, and coatings, were up more than 38% versus the prior year. Paper Packaging is off to a solid start in August. Volumes in CorrChoice and our tube and core business are comparable to July's actuals. Similar to my comments about GIP, we do not anticipate damage caused by Hurricane Ida to have a material impact to our paper packaging results in Q4. Big picture, it was an outstanding quarter. Third-quarter net sales, excluding the impact of foreign exchange, rose 34% versus the prior-year quarter due to stronger volumes and higher selling prices and were a record. Adjusted EBITDA rose by $78 million and was also a record. As Pete mentioned, EBITDA results include a $9 million Brazilian tax refund from overpayment of revenue-based taxes to the government that occurred in prior periods and were wrongly levied. That refund reduced SG&A. Keep in mind, our adjusted EBITDA result overcame more than $50 million of combined OCC and incentive headwinds versus the prior year, making our performance that much more impressive. Interest expense fell by roughly $6 million versus the prior-year quarter due to lower debt balances, lower interest rates and a lower interest rate tier on our credit facility as a result of our substantial debt repayment. Our third-quarter GAAP and non-GAAP tax rate were both 22% and were flat to prior year. Third-quarter adjusted class A earnings per share more than doubled to $1.93 per share. Finally, third-quarter adjusted cash flow fell by roughly $43 million versus the prior year. While profitability improved significantly, working capital was a substantial cash use compared to a source in the prior year due to the run-up in raw material prices and corresponding cost increases. That said, our team is executing with discipline and controlling what it can with superb results as trailing fourth-quarter working capital as a percentage of sales improved by 190 basis points year over year to 10.7%. As Pete mentioned, we are increasing our adjusted earnings per share and adjusted free cash flow guidance, which reflects our strong year-to-date results and positive trajectory for the remainder of fiscal '21. At the midpoint, we anticipate generating Class A earnings per share of $5.20, which is $0.50 per share more than our guide at Q2. This improvement is largely due to stronger volumes and favorable pricing more than offsetting the additional OCC headwinds we expect to incur for the remainder of fiscal '21. With our anticipated fiscal '21 result, we will more -- have more than doubled earnings per share since 2015 despite COVID-19's negative impact, the closure and/or divestiture of nearly 90 non-core or suboptimal plants and without any share repurchase benefit. Also keep in mind that we currently have 600,000 more shares outstanding now versus the end of 2015. We now anticipate generating between $335 million and $365 million in adjusted free cash flow, with a bias to the upside of that range. At the midpoint, adjusted free cash flow has improved by $45 million relative to our Q2 guide due to improved earnings, slightly lower capital expenditures and cash tax savings, partially offset by higher working capital usage commensurate with our announced price increases to offset cost inflation. To employ a consistent, three-pronged capital deployment strategy focused on business reinvestment, debt reduction and capital returns. We have executed on an aggressive deleveraging plan and repaid $370 million in total debt since Q3 2020. Our compliance leverage ratio improved by nearly a full turn over that time period, and we now anticipate reaching the high end of our targeted leverage ratio range by the fiscal year-end. Given the dramatic improvement in our leverage profile and confidence in strong future cash generation, the Board approved a 4.5% increase to our quarterly dividend effective this year. This is a first step toward a practice of steadily increasing our dividend as we discussed in prior earnings calls. Looking ahead, we are well positioned to benefit from ongoing strength and improving trends in our key end markets. Our extensive global portfolio, differentiated service capability and sharp focus on operational execution enable us to best serve our customer needs while generating significant shareholder value. ","greif q3 earnings per share $1.93 excluding items. q3 earnings per share $1.93 excluding items. sees fiscal 2021 adjusted free cash flow $335 million- $365 million. " "We will conclude the call with a question-and-answer session. Today, we will discuss non-GAAP basis information. Today, we reported our fourth-quarter and full-year 2020 results and issued our final guidance for 2021. During the fourth quarter, our operating divisions continue to face challenges associated with the ongoing COVID-19 pandemic. Over the course of the pandemic, we experienced a decline in overall occupancy levels at several of our federal facilities. Due to the decline in the overall federal population, we have previously announced that the Federal Bureau of Prisons had decided not to renew three of our BOP contracts that are scheduled to expire during the first quarter of 2021. More recently, the president issued an executive order directing the attorney general to not renew DOJ contracts with privately operated criminal detention facilities. While we continue to monitor the scope and implementation timeline for this order, we have assumed that it could result in additional nonrenewals of our BOP contracts in 2021 and coming years and we have incorporated this assumption into our guidance. Marshals Service, which is also under the U.S. Department of Justice, does not own and operate its facilities. The U.S. Marshals Service contracts for bed capacity which is generally located in areas near the federal courthouses to house pre-trial offenders who have been charged with federal crimes under the laws passed by Congress. The U.S. Marshals Service contracts for these facilities primarily through -- contracts primarily for this fiscal is through Intergovernmental Service Agreements and to a lesser extent on direct contracts. The U.S. Marshal Service may determine to conduct a review of the possible application of the executive order on its facilities. Our GEO care segment has also been impacted by lower occupancy levels across our reentry centers, day reporting programs, and youth services facilities due to COVID-19. During the fourth quarter, we incurred a non-cash goodwill impairment charge associated with our reentry centers, primarily due to the negative impact the pandemic had on this segment. Despite these challenges, we believe our company remains resilient and is underpinned by long-term real estate assets and supported by contracts entailing essential government services. We've provided these essential services to government agencies at the federal and state levels under both Democratic and Republican administrations and during times when either party has been in control of the legislative branch of the government. Our frontline employees remain focused on providing high quality services inhumane care for all those entrusted to us. During the past year, our employees have shown incredible commitment and resilience as our company has managed through unprecedented times and we are very proud of their dedication. From the outset of the pandemic, we have implemented companywide steps to mitigate the risks of COVID-19 to all those in our care and our employees and we continue to evaluate these steps. Ensuring the health and safety of all those in our facilities and our employees has always been our number one priority. We also recognize that in addition to the challenges associated with COVID-19, heightened political rhetoric has led to a mischaracterization of our role as a government services provider and it's created concerns regarding our future access to financing. Our board of directors and our management team are aware of the importance of allocating capital to pay down debt in the current environment. Consistent with our previous guidance, we paid down approximately $100 million in net debt during 2020. To continue our focus on paying down debt, our board recently reduced our quarterly dividend payment to $0.25 per share for the quarter. Our board will continue to evaluate our dividend and capital allocation strategy including our plan capital expenditures with a goal of targeting a minimum of $75 million to $100 million in net debt repayment in 2021 and annually thereafter. Additionally, we continue to evaluate cost savings opportunities at the corporate and facility levels, and we have identified several company-owned assets that could potentially be sold. We remain committed to balance our continued creation of value for our shareholders with prudent management of our balance sheet. Today, we reported fourth-quarter revenues of approximately $578 million and net income attributable to GEO of $0.09 per diluted share. Our fourth-quarter results reflect a non-cash goodwill impairment charge of approximately $21 million. This goodwill impairment charges associated with our community-based reentry centers which have been negatively impacted by the COVID-19 pandemic. Our fourth-quarter results also reflect a $5.7 million pre-tax loss on real estate assets at $2.3 million pre-tax gain on the extinguishment of debt and $2.5 million in pre-tax COVID-19 related expenses. Excluding these items, we reported fourth-quarter adjusted net income of $0.33 per diluted share. We also reported fourth-quarter AFFO of $0.62 per diluted share. Moving to our outlook, the COVID-19 pandemic continues to have a negative impact on several segments of our company. The pandemic has resulted in lower occupancy levels at several of our facilities and programs beginning last March and continuing through the end of 2020. As we have previously disclosed, the Federal Bureau of Prisons has decided that it will not renew our contracts for the D. Ray James, Georgia; Rivers, North Carolina; and Moshannon Valley, Pennsylvania facilities due to the decline in the federal prison populations more recently as a result of the COVID pandemic. The D. Ray James facility contract expired on January 31st and the two other contracts are set to expire on March 31st, and our garden -- our guidance for 2021 accounts for these expirations. Additionally, the administration has issued an executive order directing the U.S. attorney general to not renew DOJ contracts with privately operated criminal detention facilities. While we continue to monitor the scope and implementation timeline of this order, our guidance presently accounts for the potential non-renewal of three additional BOP contracts that have option periods expiring in 2021. The COVID-19 pandemic has also resulted in lower occupancy levels across our other federal reentry and youth facilities. Our 20 21 guidance assumes the continued impact of COVID-19 in the first part of the year with a slow recovery to more normalized operations by the -- by year end. Marshals facility in Eagle Pass Texas which began last year. We expect to achieve normalized operations at these four facilities over the course of 2021. Taking all these factors into account, we expect full-year 2021 net income attributable to GEO to be in a range of $0.88 to $0.98 per diluted share on total revenues of approximately $2.24 billion to $2.27 billion. We expect full-year 2021 AFFO to be in a range of $1.98 to $2.08 per diluted share, and we expect full-year 2021 adjusted EBITDA to be in a range of $386 million to $400 million. For the first quarter 2021, we expect net income attributable to GEO to be in a range of $0.18 to $0.20 per diluted share, our quarterly revenues of $579 million to $584 million. And we expect first-quarter 2021 AFFO to be between $0.48 and $0.50 per diluted share. Moving to our capital structure. At the end of the fourth quarter, we had approximately $284 million in cash on hand and approximately $136 million in borrowing capacity available under our revolving credit facility. In addition to an accordion feature of $450 million under our credit facility. With respect to our capital expenditures, we expect total capex in 2021 to be approximately $104 million including $26 million for maintenance capex and $77 million in gross capex. Our estimated growth capex for the year includes $32 million to upgrade our BI electronic monitoring devices to the new 5G cellular network and $45 million for facility capex. To continue our focus on paying down debt, our board reduced our quarterly dividend payment to $0.25 per share last month. In 2020, we paid down approximately one $100 million in net debt consistent with our prior guidance. Our board will continue to evaluate our dividend and capital allocation strategy including our planned capital expenditures with a goal of targeting a minimum of $75 million to $100 million in net debt repayment in 2021 and annually thereafter. Additionally, we continue to dialogue with our lenders and creditors and our monitoring credit market conditions. We are also continuing to evaluate potential cost savings opportunities as well as the potential sale of a number of company-owned assets. During the first quarter of 2021, we completed the sale of our interest in the Talbot Hall reentry facility with net proceeds of approximately $13 million. I'd like to provide you a brief update on the 2020 operational highlights for our GEO secure services business unit. Over the last 12 months, our operational efforts have been focused on implementing mitigation strategies to address the risks associated with the COVID-19 pandemic. From the start of the pandemic, we began taking steps at our facilities to implement best practices consistent with the COVID-19 guidance that was issued for correctional and detention facilities by the Centers for Disease Control and Prevention. These practices included the implementation of quarantine, cohorting, and medical isolation procedures. We also have provided educational guidance to our employees and the individuals in our care and the best preventative measures to prevent the spread of COVID-19. We have continuously exercised paid leave and paid time off policies to allow our employees to remain at home if they exhibit flu-like symptoms or to care for family members. We remain focused on implementing increased sanitation measures and deploying personal protective equipment including face masks for all employees and all those in our care. We have also taken steps to increase testing at our facilities including the deployment of Abbot rapid test devices. We've administered over 51,000 COVID tests in our facilities at the close of 2020. We continuously evaluate these steps and we'll make adjustments based on updated guidance by the CDC and other best practices. Despite the unprecedented challenges associated with the pandemic, our frontline employees have remained focused on providing high-quality services and delivering humane and compassionate care for all those in our facilities. During 2020, our employees and facilities achieved several important milestones. Our facility successfully underwent 100 audits including internal audits, government reviews, third-party accreditation, and certification under the Prison Rape Elimination Act. Our medical services staff undertook over 350,000 quality healthcare related encounters including intake health screenings, sick calls, and offsite medical visits. During the year, we achieved over 42000 employee training completions in our GTI transportation division safely completed over 14 million miles driven. We are incredibly proud of our employees for their dedication and daily commitment to operational excellence. Last month, the president issued an executive order directing the attorney general to not renew DOJ contracts with privately operated criminal detention facilities. While we continue to monitor the order scope and implementation timeline as we have noted in our recent announcements, the Bureau of Prisons has experienced a decline in federal populations more recently due to COVID-19. As a result, the BOP has previously announced that it would not renew or rebid three of our existing contracts with the agency. That contract at our D. Ray James, Georgia facility ended on January 31st. And our contracts at our Rivers, North Carolina, and Moshannon Valley, Pennsylvania facilities expire on March 31st. We have three additional company-owned facilities contracted with BOP that have current option periods expiring in 2021. Our Great Plains, Oklahoma facility at the end of May, and our Big Spring and Flightline facilities in Texas at the end of November. Given the president's executive order and the decline in federal prison populations, we are preparing operationally for the potential that additional contracts with the Bureau of Prisons may not be renewed with their current option periods expire. The BOP owns and operates approximately 90% of the beds housing federal inmates. And since the late 1990s, the agency has used contractor-operated facilities as the swing capacity it needed to deal with overcrowding conditions in the federal prison system. Contractor-operated facilities have historically been used by the Bureau of Prisons to house almost entirely non-U.S. citizen criminal aliens serving sentences for federal crimes committed in the United States. Marshals Service which is also under U.S. Department of Justice does not own and operate its facilities. The U.S. Marshal service contracts for bed capacity which is generally located in areas near federal courthouses to house pre-trial offenders who have been charged with federal crimes under laws passed by Congress. The U.S. Marshal service contracts for these facilities primarily through Intergovernmental Service Agreements and to a lesser extent direct contracts. The U.S. Marshal service may determine to conduct a review of the possible application of the executive order in its facilities. The administration has also taken several executive actions related to immigration. However, at this time, there have been no directives related specifically to enforcement or detention policies. Earlier this month the president signed an executive order establishing an inter-agency task force on the reunification of families to identify migrant minors separated from their families. As we have publicly stated in the past, we do not manage any facilities that house unaccompanied migrant minors. Our ICE processing centers are highly rated by National Accreditation Organizations and provide high-quality culturally responsive services in a safe and humane environment. Typical amenities at our centers include flat-screen TVs in the housing areas, multi-purpose rooms, outdoor covered pavilions, and artificial turf soccer fields. All those entrusted in our care are provided culturally sensitive meals approved by a registered dietitian, clothing, 24/7 access to healthcare services, and full access to telephone and legal services. Health care staffing at our ICE processing centers is approximately double than that of our state correctional facilities which is needed to provide appropriate treatment for individuals who have numerous and diverse health and mental health needs. We have provided high quality services for over 30 years under Democratic and Republican administrations, including eight years under President Obama's administration. I'd like to briefly review the 2020 operational highlights for our GEO care business unit. Consistent with the efforts undertaken by our GEO secure services facilities, we have been focused on implementing COVID-19 mitigation strategies, all of our residential facilities and GEO reentry and GEO youth services issued guidance consistent with the guidance issued by the CDC. We put in place quarantine and cohorting policies and procedures and provide educational and preventative guidance to our employees and all individuals in our care. We have to focus our efforts on increased sanitation measures, testing, and deploying personal protective equipment including facemasks. We have continuously exercises paid leave and paid time off policies to allow our employees to remain home if needed. We have also implemented additional screening measures for entry into our facilities. We continuously evaluate these steps and we'll make adjustments as appropriate and necessary based on updated guidance by the CDC and other best practices. Despite the challenges associated with the pandemic, we have had several recent positive highlights. During the second half of 2020, we completed the reactivation of our company-owned park youth center in Alaska under a new 112-bed contract with the Alaska Department of Corrections. We also activated 11 new-day-reporting program sites with capacity to serve approximately 2,900 participants under a contract with the Tennessee Department of Corrections. And in Idaho, we activated four non-residential program locations to support up to 500 participants under a new partnership with the Idaho Department of Corrections. More recently, we're pleased to have been awarded a new contract with the Federal Bureau of Prisons for a 118-bed Residential Reentry Center in Tampa -- and -- in the Tampa, Florida area which we expect to activate during the second half of 2021. These positive milestones are indicative of the high-quality services delivered by our employees daily. We are very proud of our frontline employees who have continued to deliver rehabilitation and reentry programming to those in our care through these difficult times, often in innovative ways including through virtual technologies. We are particularly proud of our continued efforts of our GEO Continuum of Care program. Our Continuum of Care program integrates enhanced in-custody rehabilitation programs including cognitive-behavioral treatment with post-release support services such as transitional housing, transportation, clothing, food, and job placement assistance. While we were significantly challenged during most of our 2020, our COC sites achieved several very important milestones. Our academic programs award -- awarded more than 1,200 high school equivalency degrees and our vocational courses awarded close to 4,000 vocational training certifications. Our Substance Abuse Treatment programs awarded more than 7,600 program completions. And we achieved over 34,000 behavioral program completions and more than 31,000 individual cognitive-behavioral sessions. We also provided post-release support services to more than 3,600 individuals returning to their communities with over 1,300 participants obtaining employment. We believe that the scope of our Continuum of Care program is unparalleled and represents a significant contribution to criminal justice reforms. We are very proud of our employees who have demonstrated incredible commitment and dedication during this unprecedented global pandemic. Despite the significant challenges associated with COVID-19 and new policy changes at the federal level, we believe our company remains resilient and is supported by long-term real estate assets and contracts entailing essential government services. We've provided high-quality essential services for more than 30 years and they're both Democratic and Republican administrations. We recognize that a heightened political rhetoric and the mischaracterization of our role as a government service providers created concerns regarding our future access to financing. And we are aware of the importance of allocating capital to pay down debt in the current environment. To continue our focus on paying down debt, our board recently reduced our quarterly dividend payment and we'll continue to evaluate our dividend policy and capital allocation strategy. We -- we remain committed to balance our continued creation of value to our shareholders with prudent management of our balance sheet and capital structure. ","geo group sees fy2021 revenue $2.24 billion to $2.27 billion. q4 adjusted ffo per share $0.48. sees fy 2021 revenue $2.24 billion to $2.27 billion. board has taken steps to reduce qtrly dividend payments in order to apply excess cash flows toward debt repayment. 'recognize that heightened political rhetoric has led to mischaracterization of our role as a government services provider'. recognize that 'heightened political rhetoric' has created concerns regarding future access to financing. sees fy21 net income attributable to geo of $0.88-$0.98 per diluted share. sees fy21 affo of $1.98-$2.08 per diluted share. compname reports q4 adjusted ffo per share $0.62. q4 adjusted ffo per share $0.62 . " "Once again, I hope all of you and your families are safe and healthy during these unprecedented times. As you know, Maurice Marciano was injured in a bicycle accident recently. He is under great care, but we expect this will be a long recovery process for him. On behalf of Paul, our Board and our entire Guess? family, we pray for his fast and full recovery. Maurice is an amazing person. He is very strong. And we all hope to get him back soon. In the next few minutes, I will speak about the overall environment and our Company, then I will touch on our second quarter results and I will close with how I see our outlook for this year and into the future. , we are managing through the situation with our eyes on the road and our hands firmly on the steering wheel. I'm very proud that our teams around the world continue to rise to the challenge imposed by this crisis in an extraordinary way. I believe that the progress we made in the second quarter, both with our financial results and with our initiatives to better position the Company for the future, demonstrates our team's strong leadership, their relentless hard work and their amazing commitment to our customers and our Company. Since we last spoke, a few things have changed in the world and in our Company, and some have stayed the same. Among those things that changed, the most important one is visibility, which has improved meaningfully. Starting with our store reopenings in all regions, we have had relatively consistent performance for several weeks now. Almost across the board, we have seen a significant reduction in customer traffic from the comparable prior-year period, partially offset by the improved conversion rates. Improved visibility is helping us size our expected demand more effectively, and as a result, we can project our inventory needs more accurately, which is key to optimizing future sales, margins and profitability. Improved visibility helped us to better assess our liquidity, enabling us to capitalize on share repurchases that we think offer a material long-term return opportunity for our shareholders. And improved visibility gave our Board the confidence to reinstate our quarterly dividend. The second change relates to customers' lifestyles and shopping behaviors, which clearly have not returned to pre-pandemic conditions. This, to us, signals that the changes may be more permanent than we originally thought. While many people feel more comfortable shopping online than in stores, those that do venture out are much more intentional to make a purchase when they visit. Our e-commerce business in North America and Europe delivered high single-digit revenue growth during the second quarter, and gross profit dollars grew more than 20% as margins improved significantly as a result of increased full price selling and improved IMUs. We are confident that our e-commerce business will accelerate in the second half of the year as we increase our investment in marketing, continue to reposition our product offering and complete our Salesforce platform implementation. We are encouraged with our digital business in August, which was up in the teens, and again, with improved margins, driven by strong performance in Europe and, to a lesser degree, in North America. We continue to see that product priorities have shifted toward more casual dressing. We expect this to evolve over time as people begin to go out again, but we believe that casual and comfortable clothes will remain a key priority for our customers. Based on this trend, we are investing in the development of a strong assortment of active apparel, outerwear, stretch and sustainable denim and an extensive line of tops and dresses in multiple colors that capitalize on high quality and comfortable knit fabrications. We are also focused on seasonal lines and essential products and strong lines of accessories, including handbags. While we reduced marketing spend dramatically during the second quarter, we see an opportunity to increase our investment in the second half of the year to continue to strengthen our brand position and drive traffic. We are planning multiple campaigns for the season featuring several of our product lines of women's, men's, accessories and kids'. has recently engaged Italian actor and singer, Michele Morrone, as a new worldwide face of GUESS men's. Michele Morrone is a lead actor in the movie, 365 Days, one of the top movies of Netflix, currently streaming in 200 countries. He will be featured in our fall/winter 2020 collection campaign. We intend to intensify our global efforts in digital media, including social media, and have plans for direct mail, TV advertising and outdoor media, including billboards, buses and others. One very positive industry development relates to inventory ownership in our market, which seems to be already rebalanced and better aligned with current customer demand. This should result in a less promotional environment going forward, leading to improved product margins. We continue to make inventory management a key strategic initiative and made good progress this quarter as we experienced a product margin increase and our inventories are in a good place. At quarter-end, inventories were down 13%, and we own less clearance inventory than a year ago. For the rest of the year, we continue to plan our inventory purchases based on expected demand and have built flexibility with fast-track processes and basic product ownership to react to potential higher demand. We already see opportunities for increased business and believe that we will be able to capitalize on this strategy. With respect to resource utilization and cost structure, I'm very impressed by our team's ability to do a lot more with less, achieving greater efficiencies and significant reductions in our cost structure, both temporary and permanent. Katie will spend more time on this later on. Regarding things that have stayed the same, unfortunately the pandemic is still with us, and we have seen new outbreaks in multiple countries. People are still very uncomfortable socializing and leaving their homes. And for now, tourism continues to be non-existent between countries as a result of restrictions and low willingness to travel. I recently read that in July, the amount of tourism spend in Europe was down 95%, with the Chinese spend down 98%. For this reasons, we are approaching the second half of the year cautiously. We continue to make our priority the safety and well-being of our teams, our customers and the communities that we serve. We closed all California stores in enclosed malls after having them reopened, and we are now reopening many of them again. We are happy to report that most of our stores worldwide are now reopened. Our headquarter buildings in North America and in Europe have been operating at 50% capacity and the remaining team members work remotely. As we closed our second quarter, we were pleased with how we managed the business in light of the circumstances presented by the pandemic. Our retail sales were better than originally anticipated, and our wholesale businesses, which also performed better than expected, benefited from some product shipments pull-forward from the third quarter into the second quarter as many European customers requested products earlier than expected. Margins were better than planned as we managed inventories well and benefited from positive rent relief in Europe. We also managed cost effectively during the period. All in all, we reported a 41.7% revenue decline, and we almost broke even at the operating level for the period on an adjusted basis. As we look into the second half of the year, we expect a slow recovery of our retail business, driven by similar metrics to those that we have seen since we have reopened our stores, but with a gradual improvement in customer traffic. We believe that there is an opportunity to expand the holiday selling period and have worked on plans to begin the season earlier with direct mail, customer appointments, optimizing omnichannel capabilities and focusing on other initiatives to avoid customer congestion during peak periods. Regarding our wholesale business, during the last week of June, we launched our spring/summer sales campaign with a live event in Lugano, Switzerland, which was attended by over 200 people. Plus, the event was live-streamed and over 550 people participated. I believe this was unusual in our industry and was very well received by our customers. Paul, with the creative teams, have done an incredible job with the collection, and I believe that the product line is the best that I have seen in all my years with Guess? The response to the line has been very positive, and the customers' interest in our brand is very strong. We are very excited about the opportunities that we see to gain market share, even in the near term. This year, we continue our strategic planning implementation work, and I'm very pleased with our progress. We still believe that our Company is in a strong position to capture the 500 basis points improvement in operating margins that we had targeted last year as most of the improvements are expected to be driven by operational efficiencies that we are confident remain available to us in the near future. Our brand positioning work is in full force. Our commitment is to elevate our GUESS and MARCIANO brands, focusing on high quality materials, SKU rationalization and developing one global line for each brand, while addressing market needs with specific products by region. We continue to believe that our brand DNA and our obsession for inclusivity, sustainability and celebrating customer diversity represent a significant strength in today's environment. Regarding our customer-centricity initiatives, we implemented Salesforce for our GUESS website in North America and in two European countries, France and the UK. Tomorrow, we are launching 19 additional countries in Europe and 26 more will be rolled out through the rest of September and October. We also launched the customer 360 project that I mentioned in our last call, and we continue to upgrade our omnichannel capabilities. The entire plan should be fully implemented by the end of next year. We continue to believe that our e-commerce business penetration will grow as a result of this strategic initiative to represent over 23% of our direct-to-consumer business in three to five years, up from 13% last year. We plan to update our entire strategic business plan in the next few months and share it with you during the fourth quarter and an Investor and Analyst meeting. In closing, while we are approaching the short term cautiously, we are focused on the long term and we see very bright days ahead. Our vision for our Company and our brand remain intact. I strongly believe that the long-term impact of this crisis in our Company will be extremely valuable as we reposition our brand and redesign our business model. The crisis inspired our team to think differently to challenge every aspect of the business and to architect a simpler, more efficient and capital-light model. We're building a business that will be better positioned to compete in the future and gain market share globally. We have a true iconic global brand that has been relevant for consumers all over the world for 40 years. stayed relevant by adapting its model time and time again. I believe that companies that adapt their business models to actively embrace new consumer preferences, placing the customer at the center of everything they do, will gain share and overcome this crisis faster. We fully expect to be one of those companies. We have a strong team which is even more excited about our future today than I have seen it since I came back to Guess? I strongly believe that in the next few years we will deliver outsized returns to our shareholders. Paul and I and our entire leadership team couldn't be more excited about our future. With that, let me pass it to Katie. This is our second quarter navigating the Company through what is, no doubt, the most challenging period in our history. So while consumers remain cautious, we were pleasantly surprised with the initial level of productivity that we saw as our stores reopened across each region during the quarter. This is a sign not only of a macro recovery, but also the strength of our brand and the effectiveness of the business decisions that we have made over the last few months. Once again this quarter, we have proven that we can successfully control the middle of the P&L with appropriate reactions to current environment, all while maintaining an emphasis on the long-term health of our brands. We decreased operating expenses by $70 million, expanded product margins and maintained a very clean inventory position. And as a result, even with sales down over 40%, we were able to maintain almost breakeven adjusted net earnings and a solid balance sheet. I'm happy to report that our liquidity position remains strong. I believe this is a competitive advantage for us, allowing us the flexibility to make appropriate investments to drive our long-term strategy as well as return value to shareholders. In the first quarter, at the beginning of the pandemic, we took strong actions to preserve our liquidity, not having a clear outlook into what the future held given the uncertainty of the global crisis. We drew down on our credit facility, extended our ABL and secured additional low interest term loans in Europe. As the situation began to stabilize during the second quarter, we paid back a significant portion of the borrowings on our drawn revolving lines and seized the opportunity to return incremental value to our shareholders with a $39 million repurchase of our shares. In addition, we announced today that our Board has decided not to declare any cash dividends from the prior two quarters, and it has approved the resumption of our quarterly dividend program this quarter. Our long-term capital allocation policy has not changed. Now let me take you through some of the details on our performance for the quarter. Let's start with sales. Second quarter revenues were $399 million, down 42% in US dollars and 41% in constant currency. Revenues were negatively impacted by store closures in all regions at the beginning of the quarter and lower productivity to prior year at stores once open. Our stores were closed for approximately 30% of the days in the quarter, and when they were open, traffic was roughly half of our customer flow in the prior year. Overall sales productivity for our retail stores since reopening for the quarter was down 21% in the US and Canada, down 31% in Europe and down 26% in Asia. We have been seeing traffic declines, partially offset by significantly higher conversion. And our tourist-centric locations have been experiencing a tougher recovery. Our e-commerce business in North America and Europe was up [Phonetic] 9% for the quarter. Our wholesale and licensing partners were experiencing similar decreases in demand, resulting in lower sales in these areas in Q2 as well. Gross margin for the quarter was 36.9%, 2% lower than the prior year. Our product margin increased 210 basis points this quarter primarily as a result of higher IMU as well as lower promotions. However, this was more than offset by occupancy deleverage of 410 basis points on lower sales. Regarding rent, we are still in negotiations with our landlords to appropriately adjust our rental expenses in line with the store closures and declines in traffic. As a reminder, in general, we suspended rent payments for April, May and June that all rental expenses are accrued until final agreements are in place at which time the adjustments are made. This quarter, we [Indecipherable] about $8 million in rent credits for fully negotiated rent relief deals, mostly in Europe. Adjusted SG&A for the quarter was $148 million compared to $218 million in the prior year, a decrease of $70 million. A little over half of these savings, we would consider one-time. For example, we received government support in various countries across the globe like employee payroll stipends during closures. We put in place value reductions that have since been reinstated. We pulled back hard on advertising. And we also saved on some variable costs while our stores were closed like distribution and payroll at both the store and corporate level that we are filling back in to support a more normalized business. The other half we will continue to benefit from on a go-forward basis. We have decreased corporate headcount as well as travel and professional fees and other discretionary spending. We have also adjusted how we staff our stores, allowing for significant savings in labor while maintaining the quality of our customer service and our selling culture on the floor. Right now, for the most part, we have more buyers than lookers relative to what we have historically seen in our stores. And these lower traffic levels help us optimize our labor spend while still capitalizing on demand. We have assessed and continue to assess all aspects of our business to reduce redundancies that we have across regions, and are operating in a leaner and more agile model. Our eye will be on the middle of the P&L as we focus on maintaining a cost structure that makes sense for our organization in our new normal. Adjusted operating loss for the second quarter was $900,000 versus a profit of $48 million last year. Our second quarter adjusted tax rate was 156%, up from 28% last year. As the total Company's adjusted pre-tax earnings is roughly breakeven for the second quarter, the tax rate changes over prior year and from quarter to quarter are more pronounced than in the past due to the mix of tax jurisdictions. Inventories were $419 million, down 13% in US dollars and 15% in constant currency versus last year. After paying back $185 million of borrowings on our committed credit facilities, we ended the second quarter with $328 million in cash and had an incremental $236 million in borrowing capacity. Capital expenditures for the first six months of the year were $10 million, less than one-third of what we spent in the same period of the prior year. As we have mentioned, we continue to invest in those initiatives that are mission-critical to our business plan like our digital capabilities. Free cash flow for the first six months of the year was an inflow of $29 million, an increase of $87 million versus an outflow of $59 million last year. This improvement included the nonrecurring payment of last year's $46 million EU Commission fine as well as the adjustments this year to our payment terms with our vendors and unpaid rent to landlords while we finalize negotiations. Given the continued level of uncertainty in the current environment, we are not going to provide formal guidance. However, let me walk you through some of our thoughts on how we're planning sales for the rest of the year. As discussed, we were encouraged by our initial reopening performance which was stronger than expected. However, the continued recovery since opening is moving slower than we anticipated and in some cases, like the Americas, deteriorating from reopening level. Consumers remain cautious about shopping which will most likely not change for the end of the year given the nature of this crisis. In August, we saw sales productivity at our retail locations of down 29% in the US and Canada, down 13% in Europe and down 33% in Asia. E-commerce has picked up quite a bit, driven by Europe, and we are tracking up double-digit there. We see particular risk for the holiday shopping period where social distancing and consumer caution could impact our high in-store volumes during that time. As Carlos mentioned, we are mitigating this risk by implementing strategies around elongating the holiday season and reducing congestion during peak times, while still capitalizing on the demand. Our wholesale and licensing businesses pretty much follow our retail business as our partners are experiencing similar headwinds. As a result, we expect both Q3 and Q4 revenue performance to prior year to be in the negative mid teens range. We are obviously hopeful that trends in the back half of the year will turn out better than that, but we are planning our business assuming they will not. We are confident in our products and our marketing strategy and have the flexibility in our inventory to meet the demand should it exceed our expectations. In closing, the work that has been done by our teams across the business and around the globe over the last few months has been grueling, to say the least. But it's so rewarding for our team to see the fruits of their labor in our performance. And we can see it in our clean inventories, our strong liquidity position, our well-managed expenses and the ongoing sales recovery across our segments. This fuels momentum and teamwork, and we feel that right now at Guess? ","q2 revenue $399 million versus refinitiv ibes estimate of $384.8 million. continued to tightly manage costs and inventory position. not providing detailed guidance for q3 ending october 31, 2020 or full fiscal year ending january 30, 2021. expect revenues for third and fourth quarters of fiscal 2021 to decrease in mid-teens range. during q2 of fiscal 2021, continued to experience lower net revenue compared to the same prior-year period. finished the quarter with a strong balance sheet and ample liquidity. ended quarter with inventories down 13% compared to last year. pandemic has had and is continuing to have a material impact on co's financial performance. well positioned for second half of year. as of august 1, 2020 approximately 95% of our stores were open. " "including potential impacts from the coronavirus pandemic. Comments will also reference certain non-GAAP or adjusted measures. Before turning the call to Carlos, I would like to mention that we will be participating in the fireside chat at the Goldman Sachs Annual Global Retailing Conference on Friday, September 10 at 03:20 PM Eastern. We hope to see you there. We are very proud of our team and our accomplishments. We just closed a great quarter and we plan to review what drove our performance in detail. But most importantly, I want to share with you where we are today and how we see the future, both short and long-term. Let me start with our results. For the second quarter, we reported adjusted earnings from operations of $89 million. This compares to adjusted operating earnings of $48 million for the LLY period exceeding our pre-pandemic performance by 85%. This was well ahead of our expectations. We reported revenues of $629 million, 58% over last year and 8% below the LLY period. The entire decline to LLY was due to a timing shift of European wholesale shipments into Q3 and permanent store closures, which are accretive to operating profit. This is in spite of being significantly less promotional during the period in all of our direct-to-consumer businesses. For the quarter, we delivered that 14% adjusted operating margin. We expanded our operating margin by over 700 basis points from 7% in the LLY period. The star of this quarter was the North America Retail segment that reported an operating profit of $38 million versus $6 Million in the LLY period and almost 540% increase. Our Wholesale and Licensing businesses also outperformed, and Europe and Asia delivered roughly flat operating performance to the LLY period. Paul and I continue to be thrilled with our team's performance all over the world, adjusting and reacting seamlessly to the fluidity of the current environment. We are happy to see demand recovering and stores reopened across the globe. We still see the pandemic's impact on customer traffic and on the supply chain globally. The labor market has also been impacted as companies are challenged to rehire workers leading to labor shortages and higher wages. At Guess, we remain laser focused on what we can control. As a global brand, we have adapted quickly to the changing levels of demand and restrictions across our markets. We are sizing our inventory buys accordingly, adjusting prices to the perceived value of our products, strategically managing promotional activity and increasing labor rates to attract and retain top talent. We continue to keep cost very tight by eliminating redundancies and increasing efficiencies. We have been relentless in mitigating supply chain disruptions. We are strategically partnering with our vendors to accelerate deliveries when feasible, changing countries of origin when appropriate to increase speed to market and investing in faster transportation modes when it makes sense. Our strategy is working and our results reflect this. I am proud to share with you that we published our latest sustainability report this summer, focused on our three pillars to operate with integrity, empower our people and protect the environment. Some highlights include reaching gender pay parity, increasing our eco-smart Guess penetration to 20% and receiving approval in our ambitious science-based targets for greenhouse gas reductions. We are confident in our actions here. In fact, we successfully passed a reasonable assurance review by a big firm making Guess the first in fashion to subject our ESG data to such a high level operator. We have increased our environmental quality score with the Independent shareholder services to a 1 out of 10, the highest rating possible, as a result of this work. Let me now spend a few minutes talking about what's going on in the different regions and channels of our business. In North America, traffic has improved sequentially each quarter, but remains well below historical levels and we continue to see higher conversion rates and higher average spend. We are in the midst of back-to-school and we have solid demand for denim, activewear and knits. In addition, we have seen sequential sales growth for our dresses category, which was positive to LLY for the first time since that pandemic began. Both our Guess and Marciano brands are experiencing increases in sales of dressing, apparel and accessories as the customer is returning to social life. We have also been successful with our handbags and wear-now products and our men's business has been particularly strong. In Europe, we had a stronger start to the second quarter, which leveled off as the delta variant spread in many countries there. Activewear continue to outperform in this region, both for women and men and we saw substantial pop in denim in Q2 as well as improved demand for dresses and outerwear. We are encouraged by the progress that most countries in Europe have made with vaccination levels and we remain optimistic about the recovery of this region in the second half of the year. In Asia, our customer traffic is the most challenged due to the virus and the trends remain relatively consistent in Q2 versus Q1. The product categories that have performed better in this environment includes sweaters, denim and outerwear. While we have made good progress in several areas of the operation, our challenges with topline performance remain. We are reassessing our team and we are making leadership changes to reorganize the business today. Our e-commerce business grew 11% in North America and Europe for the quarter versus last year. Growth here was more moderate than prior quarters as we were a lot less promotional. I'm pleased that we continue to significantly improve profitability in this channel. In the back half of the year, we will be strategically investing more in marketing to support further growth in this business. Our European wholesale business is performing well. We are currently shipping our fall-winter season, which had orders up high-single digits. As I mentioned, some of the products are delayed coming in. So, they will ship in Q3 versus Q2. The spring-summer season campaign is underway and we estimate that the order book will be higher than LLY with strong growth, particularly in our kids and footwear collections. We're also very pleased with our Americas Wholesale business, which grew 19% in sales and 54% in operating profit versus LLY. Denim had a great quarter and delivered strong performance at Macy's. We're also having success in apparel for both men and women and accessories, particularly handbags. Our global licensing business also recorded significant revenue growth of 18% versus the LLY period. We have a big business here, primarily driven by handbags, eyewear, footwear and fragrances. Regarding our strategic plan, I want to spend a few minutes updating you on our progress with our brand elevation and customer centricity initiatives. I will start with our brand innovation strategy, which touches almost every aspect of our business. Paul has been driving this very ambitious initiative with our product and creative teams. His strong leadership and the work that the teams put into this to transform our model have been extraordinary and many major milestones have already been conquered. We are focused on higher quality and sustainability across the board. In addition, the new assortments have been priced based on the products perceived value. Our visual merchandising on the images and photography in all the new marketing campaigns, catalogs and websites have been optimized to showcase our brand more effectively. And our product development, marketing, visual merchandising and buying are integrated more closely than ever before. We [Indecipherable] deep in these key styles to increase full price selling and maximize sales. The last important step for elevating the brand is to improve the customer experience across the Guess ecosystem, including our stores, our websites, wholesale distribution and through our licensees. We are mobilizing our field and business units to address this and we plan to upgrade our technology and tools to deliver superior service to our customers. Some examples of these upgrades in store technology include enhanced WiFi networks, extended payment methods and mobile check outs. These projects should be complete by the end of next year. Regarding customer centricity, let me start with our customer base. As you know, we resonate across three distinct customer groups: heritage, Millennials and Generation Z and we develop our product assortment to support the unique lifestyle needs of these customers. With Gen Z, specifically, we have a separate strategy including differentiated product development, marketing and customer engagement. This is our brand partnerships group led by Nicolai Marciano. Product collaborations and events drive this business. We had great success here pre-pandemic with key collaborations such as J Balvin. But as you can imagine, the pandemic impacted our ability to execute this event-driven marketing campaign. Now, we are able to restart these collaborations. In fact, this past weekend, we had a successful event with Babylon and influential skate and streetwear label on our campus in LA where we hosted over 6,000 people over three days. Regarding our digital business, we continue to make progress in optimizing our user online experience via the e-commerce platform that we implemented last year. For example, in Europe, we are seeing improved conversion rates, especially from mobile, which represents over 80% of our traffic. Our average web session duration increased over 20%, bounce rate decreased 10% and loading time versus our previous platform is 70% faster. And during the quarter, we implemented some upgrades to the platform resulting in an increase in our add to basket sessions of over 30%. We continue to work on implementing omnichannel capabilities in Europe as well as upgrade North America's current capabilities. We plan to complete this project by mid-year next year. The last pillar of our customer centricity strategy is related to customer data capture, segmentation and analytics. We have built out a high-performance platform, but we're still operating on an extremely limited capacity to process and utilize our customer data. We're now working on a platform, which includes powerful tools to fuel data collection, consumer insight analysis, personalized marketing and client telling. We can use these tools to maximize sales from our existing customer base, as well as efficiently target new customers. This implementation is underway and will be completed by next year. This will be a game changer, allowing us to use our data to unlock a ton of value. Now, let me talk about our outlook. When I came back in early 2019, we identified several opportunities for value creation. At that time, the most significant of these were in margin expansion. We laid out a plan to increase operating margin by about 450 basis points to 10% in five years. We used the pandemic as an accelerator to transform our business and not only are we expecting to reach our 10% target this year, but we are now increasing our operating margin target to 12% by fiscal year 2024, when we plan to deliver $2.8 billion in revenue. I'm excited to share with you that this would yield a return on invested capital of over 30%. I'm confident in this outlook and this is why. We see clear opportunities for revenue growth from category expansions in areas like denim, Marciano, handbags, dresses and outerwear to new store development to digital sales growth. Our margin expansion has come from concrete changes to our business model, including IMU improvements, store portfolio optimization and cost reductions. And while we are currently operating in what might be on abnormally low promotional period industry wide, this company will never go back to the levels of promotional activity that it had pre-pandemic. Our balance sheet is in a very good position, which allows us to fund our business needs, as well as return value to shareholders. We announced today that our Board has authorized a share repurchase program of $200 million. In closing, when I was invited to come back to Guess, I came back with high expectations, I knew that the company had an amazing global brand with tremendous potential and I felt that I could contribute to realize that potential. But like Steve Jobs said I couldn't connect the dots looking forward and I had to trust my gut. When I look back at what happened in the last two and a half years, I couldn't be more proud of what we have accomplished in the face of a pandemic of my partnership with Paul and of the transformation of our business into a company with an elevated global brand and a strong business model. This is a company that is poised to gain significant market share, a company ready to deliver high return on invested capital fueled by high margins and a capital-light model. A company with an amazing team ready to take the business to the next level of growth and profitability. Today, I am thrilled to connect the dots looking backward and I couldn't be happier I trusted my gut to come back to my home. With that, let me pass it to Katie to review our financials in more detail. I want to start with something you can't see in the numbers. Of course, I'm thrilled that we almost doubled operating profit from pre-pandemic levels this quarter, even in the midst of a challenging environment. But first I want to mention how proud I am to be part of this team at Guess. It's a team that works hard and works smart to execute our strategy and achieve our goals. Now, let me take you through the details on the quarter. Second quarter revenues were $629 million, up 58% to last year in U.S. dollars and 51% in constant currency. We were down 8% compared to LOI. This was slightly short of our expectations, as a result of timing in our European wholesale business worth about 4% to LLY, where delays in product receipts moved some shipments a few weeks into the third quarter. Overall, the 8% revenue decline to LLY was driven by the impact of permanent store closures worth roughly 5% of revenue and the shift in wholesale shipments in Europe. I want to note that our promotions were well below pre-pandemic levels across all of our direct-to-consumer businesses, which is impacting our sales level versus LLY, significantly driving our profit. Let me get into a bit more detail on sales performance by segment. In Americas Retail, revenues were down 6% versus LLY, better than our expectations. This decline was entirely driven by permanent store closures, which were worth about 8% of the sales to LLY. Store comps in the U.S. and Canada were up 5% in constant currency. Same-store sales were solid positive in the U.S., but the recovery in Canada is moving a bit more slowly. Although traffic is still materially negative, from Q1 to Q2, we saw improved trends there. Our conversion remains high and AUR increased substantially in Q2 with strategic price increases and more full price selling. The gap between the performance of our tourist-centric stores and non-tourist-centric stores is still wide, but narrowed significantly in Q2 versus Q1. This suggests that at least domestic travel is picking up, the total travel still remain significantly below historical levels. In fact, our non-tourist stores in the U.S. and Canada had positive double-digit same-store sales growth this quarter. The profitability that we have brought in the segment is super exciting and worth noting. Operating margin in Q2 was 20% versus only 3% two years ago and operating profit is 6 times what it was in LLY even on lower sales. This is an incredible base of which to grow in North America. In Europe, revenues were down 5% versus LLY. Our retail business continues to be pressured by pandemic-related traffic declines. Store comps for Europe were down 20% in constant currency, impacted by negative traffic; however, this was partially offset by solid conversion rates and significant AUR increases. Absent the shift in shipment timing, that we mentioned earlier, our European wholesale business continues to show healthy trends with an order book above pre-pandemic levels. In Asia, revenue was down 43% to LLY, almost half of this decline was driven by permanent store closures. Our store comps were down 30% in constant currency, with negative sales comps in South Korea and China, more moderate than other areas in the region like Japan, Taiwan and Hong Kong, Macau, where they're struggling more with the pandemic. Our Americas Wholesale sales were up 19% to LLY. We are happy with our momentum in this business. Operating margin expanded almost 600 basis points to LLY here, resulting in a lift of over 50% for operating profit in this segment. Licensing revenues also outperformed and were up 18% to LLY in Q2 to provide strong performance in our perfume and footwear. And as you know, this is an extremely high margin business, which delivered a 92% operating margin this quarter. Total company gross margin for the quarter was 46.8%, almost 800 basis points higher than two years ago. Our product margin increased 370 basis points this quarter versus LLY, primarily as a result of lower promotions and higher IMU. Occupancy rate decreased 420 basis points. This quarter we booked over $7 million in rent credits for fully negotiated rent release deals, mostly in Europe. The remainder of the decrease is attributable to lower rent and permanently closed stores. Adjusted SG&A for the quarter was $206 million, compared to $218 million two years ago, a decrease of $12 million or 6%. We continue to benefit from changes to our expense structure and a decrease in expenses related to permanent store closures versus LLY. In addition, there was a one-time benefit of about $4 million from government subsidies, namely in Europe, which was partially offset by higher variable expenses related to the growth of our e-commerce business. Adjusted operating profit for the second quarter was $89 million versus $48 million in Q2 two years ago. Our balance sheet continues to strengthen. I will take you through some details comparing now to last year, not LLY. We ended the second quarter with $459 million in cash a $131 million higher than last year's balance at the end of Q2. Inventories were $430 million, up 3% in U.S. dollars and 1% in constant currency versus last year. Inventory management has been a key capability for us and we continue to act swiftly and strategically here. We feel good about our inventory position and believe we have the right assortment to satisfy customer demand. Year-to-date capital expenditures were $22 million, up from $10 million in the prior year, but significantly below pre-pandemic levels. We generated $18 million of free cash flow in the first half of the year. Our ability to generate cash gives us the runway to invest in our business, as well as return value to shareholders. We announced today that our Board of Directors has authorized a new $200 million share repurchase program. This new program includes the $48 million remaining under the Company's previously authorized repurchase program and we will use it opportunistically. So, now let's talk about our go-forward expectations. The current environment is still uncertain. So, we will not provide formal guidance, but I will walk you through how we're thinking about both for short and longer term future. Again, I'm going to anchor our commentary to LLY. We are maintaining our revenue expectations for the full year at down mid-single digits. We expect the third quarter to be slightly negative to flat with help from shifted wholesale shipments from Q2. In terms of profit, adjusted operating margin for the third quarter is expected to be about 250 basis points better than LLY. Gross margin is expected to expand by around 600 basis points to LLY, driven primarily by lower occupancy costs, lower promotions and improved IMU. We anticipate that the adjusted SG&A rate will be at 350 basis points as cost savings are offset by business mix and reinvestments in business expansion initiatives including marketing. And with the rest of the industry, we are seeing some cost pressures, particularly in freight and labor, which are built into these numbers. For the full fiscal year 2022, we are raising our expectations for operating margin and profit. We now expect operating margins to reach approximately 10% for the year versus adjusted operating margin of 5.6% in LLY. This represents margin expansion of roughly 450 basis points to our pre-pandemic business despite a lower revenue base and we are confident in our ability to sustain these profitability levels, as well as deliver top line growth. As a result, we are raising our operating margin target and our long-term plan to reach 12% by fiscal year 2024 with revenues in that year expected to hit $2.8 billion dollars, consistent with our previous call. This implies an operating income of $335 million in fiscal year 2024, $185 million more than adjusted operating profit in fiscal year 2020. Adjusted earnings per share is expected to be around $3.50 per share, versus a $1.45 in fiscal year 2020. This would be a record level of adjusted earnings per share for the Company. Our team is motivated and I'm proud to say that we are running this company for the future, not just for now. ","increases share repurchase authorization to $200 million. increasing long-term operating margin goal to 12% and adjusted earnings per share to $3.50 by fiscal 2024. guess inc - expect revenues in q3 of fiscal 2022 to be slightly negative to flat versus q3 of fiscal 2020. for fy fiscal 2022, assuming no additional covid-related shutdowns past q2, expect revenues to be down mid-single digits versus fiscal 2020. " "With me on the call is Ronald Kramer, our Chairman, and Chief Executive Officer. Such statements are subject to inherent risks and uncertainties that can change as the world changes. Finally, from today's remarks, we'll adjust for those items that affect comparability between reporting periods. We are pleased with our third quarter performance, which was slightly above our expectations. Revenue increased 2% over the prior-year quarter of 4% excluding the impact of the SEG disposition. Adjusted EBITDA was $76 million, excluding unallocated costs and adjusted earnings per share was $0.43. We are executing well in a very complex operating environment. I want to spend a minute discussing it before moving to the segments. Demand remained very healthy across our product categories supported by a strong housing market, repair and remodel activity, and consumer spending. We're currently carrying record levels of backlog in both the CPP and HBP segments due to transportation disruptions and tight labor availability, which limited our ability to catch up with demand. We implemented price adjustments and continually work through efficiency programs to mitigate rapidly rising input costs, and we'll continue to work with our suppliers and customers to implement further price adjustments. Our businesses are proven to be resilient and we are reiterating our full-year guidance. Our AMES strategic initiative that will consolidate operations, increase automation, support e-commerce growth, and create a new global data and analytics platform for AMES by the end of 2023 is on track. We expect this to further improve margins in the years ahead. We reiterate our expectation to realize annual cash savings of $30 million to $35 million and inventory reductions of the same magnitude when the benefits of the initiative are fully realized. As we navigate through the second year of managing our businesses during the global pandemic, we continue to prioritize protecting employees even the restrictions in the United States, Canada, United Kingdom, and Australia are evolving. We are closely monitoring the situation due to the spread of the COVID-19 delta variant and we'll make adjustments as needed to be responsive to government guidelines and to ensure the safety of our employees and customers. Turning to the segments, in Consumer and Professional Products, we saw a robust demand across all geographies and product lines, shipping delays related to the availability of transportation impacting US revenue and EBITDA was impacted by the implementation of price adjustments, which as expected lagged input cost increases. In the Home and Building Product segment, we continue to see strong demand for both residential and commercial door products. Sales increased from the prior-year quarter driven by increased volume and favorable pricing and mix. EBITDA also increased benefiting from the increased sales, partially offset by the timing of price adjustments versus increasing input costs. In Defense Electronics, Telephonics revenue decreased from the prior year primarily driven by reduced volume resulting from the timing of deliveries on communications and radar systems as well as the divestiture SEG partially offset by volume increases in Naval and Cybersystems. EBITDA increased over the prior year's actions taken to reduce operating expenses took effect and performance in Naval and Cybersystem programs improved. Backlog in the quarter was $375 million compared to $341 million in June 2020 excluding SEG with trailing 12-month book-to-bill of 1.1 times. We continue to see a bright future for the Telephonics intelligence, surveillance, and reconnaissance products in the years ahead. Turning to the balance sheet, we continue to have a solid capital structure with X1 flexibility. We have $221 million in cash and $362 million available on our revolving credit facility, putting us in an excellent position to execute on our organic growth initiatives and to capitalize on an active pipeline of acquisition opportunities while returning cash to shareholders through our quarterly dividends. We've delivered to 2.9 times marking 1.5 turns of improvement over the prior-year period. Earlier today, our Board authorized an $0.08 per share dividend payable on September 16, 2021, to shareholders of record on August 19. This marks the 40th consecutive quarterly dividend to shareholders, which has grown at an annualized compound rate of 17% since we initiated it in 2012. I'll start by highlighting our third quarter consolidated performance. Revenue increased 2% to $647 million or increased 4% when excluding the SEG divestiture. Adjusted EBITDA decreased 7% to $65 million and adjusted EBITDA margin decreased 100 basis points to 10%. Gross profit on a GAAP basis for the quarter was $170 million, increasing 3% compared to the prior-year quarter. Excluding restructuring-related charges, gross profit was $171 million increasing 3.5% compared to the prior-year quarter with gross margin increasing 30 basis points to 26.4%. Third quarter GAAP selling, general and administrative expenses were during $126 million compared to $114 million in the prior-year quarter. Excluding restructuring-related charges, selling, general and administrative expenses were $122 million or 18.9% of revenue compared to $112 million or 17.7% in the prior-year quarter, primarily driven by restoration of selling and marketing expenditures and increased distribution and transportation costs. Third quarter GAAP net income was $17 million or $0.31 per share compared to the prior-year period of $22 million or $0.50 per share excluding items that affect comparability from both periods, current quarter adjusted net income was $23 million of $0.43 per share compared to the prior year of $26 million or $0.59 per share. Keep in mind, the equity offering in August 2020 impacted current quarter adjusted EBITDA by approximately $0.08. Corporate and unallocated expenses, excluding depreciation were $11 million in the quarter in line with prior-year third quarter. Our effective tax rate, excluding items that affect comparability for the quarter, was 31.2% and for the year-to-date period was 31.1%. Capital spending was $10 million in the third quarter compared to $12 million in the prior-year quarter, depreciation and amortization totaled $15.8 million compared to $15.5 million in the prior-year quarter. Regarding our balance sheet and liquidity. As of June 30, 2021, we had net debt of $835 million and leverage of 2.9 times calculated based on our debt covenants. This is a 1.5 turn reduction from our prior-year third quarter and a 0.5 turn reduction from our 2020 fiscal year end. As a reminder, Griffon uses cash in the first six months of its fiscal year, which will be more than offset by the generation of significant cash flow in the second half. Our cash and equivalents were $221 million and debt outstanding was $1.06 billion. Borrowing availability under the revolving credit facility was $362 million subject to certain loan covenants. Regarding our 2021 guidance with our third quarter behind us, we're continuing to see strong demand for products across our portfolio recovering consumer activity and the strong housing markets are contributing to the constructive macro environment and homeowners continued to focus on outdoor living and repair and remodel projects continue. While we are seeing the expected headwinds from cost inflation, supply chain disruptions, and a tight labor market, we are managing through those effects and we expect an excess of $2.5 billion of revenue and continue to expect $320 million of adjusted EBITDA, excluding unallocated and one-time charges. As we entered the final quarter of our fiscal year, we're seeing strong demand trends across all of our segments. We continue to successfully manage through this dynamic environment, driven by the exceptional dedication perseverance, and performance of our 7,500 employees. Over the last three years since the sale of our plastics business in the purchase of ClosetMaid and CornellCookson, we fundamentally strengthened Griffon. During this period, our revenue and adjusted EBITDA have increased at a compounded annual growth rate of 11% and 20% respectively. Adjusted earnings per share have grown from $0.67 to $1.91 on a trailing 12-month basis, which is a 42% compound annual growth rate. Most importantly over this period, we've generated $212 million in free cash flow and reduced our leverage by almost three full turns to 2.9 times. We're very pleased with our progress creating long-term shareholder value. We expect significant additional benefits to come as we execute on our strategic initiatives to improve margins and take advantage of our balance sheet firepower to invest in our businesses and capitalize on acquisition opportunities. Our best is yet to come. Operator, we'll take any questions. ","q3 earnings per share $0.31. q3 adjusted earnings per share $0.43. " "I am Patrick Suehnholz, Greenhill's Head of Investor Relations. And joining me on the call today is Scott Bok, our Chairman and Chief Executive Officer. These statements are based on our current expectations regarding future events that, by their nature, are outside of the firm's control and are subject to known and unknown risks, uncertainties and assumptions. Or a discussion of some of the risks and factors that could affect the firm's future results, please see our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We reported first quarter revenue of $68.9 million, operating profit of $7.2 million and net income per share of $0.09. Our quarterly revenue was 3% higher than last year and our operating profit and earnings per share compared to a loss last year. Given that this quarter followed one where we had our best quarterly revenue ever, we see these as respectable results that mark a solid start to the year. We are also pleased that after quarter end, we further accelerated the pay down of our debt and that we have made good progress toward our recruiting goals. I will now comment very briefly on our operations as we continue through the pandemic, then on the state of each of our businesses, then speak on each of our key financial metrics. As I've said in each recent quarterly call, our firm has operated well throughout the pandemic. At this point, most of our offices have at least some people back from home, and some are operating fairly normally. In-person attendance will naturally grow as more people get vaccinated and the virus risk declines, both generally and particularly for our people, most of whom I expect have been or will be vaccinated. To the extent people are still working from home and may be for some time to come, we have proven that we can be very effective at both executing for existing clients and winning new clients in that format. But we do think working from the office is better for our team's productivity, efficiency, training, morale and other reasons. So our goal is to get largely back to that over the next few months in most of our office locations. Turning to our businesses. M&A activity is stronger than it has been in recent years in each of our main markets. It is particularly strong in the U.S. where it is running at a record pace. We see this in the fact that we are winning a significantly larger number of assignments than we did last year just pre-pandemic or the year before, which benefited from a good economy and no unusual health risks. The timing of deal announcements and completions is what determines quarterly results. So those results vary as they always have, given the serendipitous nature of deal timing. But we feel like we're off to a good start this year in all respects. Consistent with industrywide statistics, the U.S. is the most active part of the firm, but we are also very busy in place is the were less active last year, like Australia and Canada. Our hope and expectation is that as other countries emerge from the pandemic period as the U.S. appears to be now, we will see economic and deal activity rebound sharply there just as we are seeing it in the U.S. now. With respect to restructuring activity, I said last quarter that activity had slowed considerably from last year's frenetic pace, and that continues to be the case. There will come a time when financing markets will tighten simply because that's always the case. And there will then be another surge of restructuring activity. In the meantime, we are supplementing our traditional restructuring activity with an increased emphasis on financing advisory work. The debt markets have become far more diverse in recent years with the proliferation and growth of so-called alternative lenders. We can be very helpful to our clients in accessing that market. Lastly, after a very slow period last year, the market for private capital advisory transactions is again very active. In our private capital advisory business, we are busy in Europe and Asia doing transactions in the secondary market, including many larger, more complex assignments for the general partner of a private equity fund, is accessing the secondary market to achieve strategic goals. In the U.S., we've made good progress rebuilding our team. And as part of that, we have taken steps to build a primary fundraising business, which we think can be productive in its own right, but also highly complementary to the secondary business. We expect very shortly to have a fully functioning global team for the private capital advisory business, encompassing primary capital raising, secondary sales and general partner-led fund restructurings. We have other recruits well in progress and expect this year to be an important year in terms of M&A recruiting with an emphasis on the U.S. market and on adding incremental industry sector expertise. For a wide range of reasons, we are seeing a lot of good candidates. Now turning to our costs. Our compensation costs were lower than last year in absolute terms, but our compensation ratio was higher than our target range. Our objective is to bring the ratio down to the target range for the full year. Where we end up, as always, depends heavily on our revenue outcome for the year. Our non-compensation costs were lower than last year and are running at a rate consistent with our target. There were a few unusual expenses this quarter, primarily related to foreign exchange losses, and we continue to look for opportunities to drive costs lower even post pandemic. Our interest expense continues to trend lower, given declining debt levels and continued low short-term interest rates. Our tax rate of 26% for the quarter after adjusting for the impact of charges related to the vesting of restricted stock is consistent with our guidance. We ended the quarter with $87.9 million of cash and $326.9 million of debt. We paid down another $20 million of that debt since quarter end. We also declared our usual $0.05 quarterly dividend and bought back just under a million shares and share equivalents for a total cost of $14.5 million. We have $35.5 million of repurchase authority available for the year ahead through next January. As I said last quarter, our principal focus is on deleveraging, but we also intend to purchase shares in a prudent manner to further enhance the upside potential for continuing shareholders. Our employees currently own about half of the economics of the firm through stock and restricted stock and thus are fully aligned in trying to drive shareholder value in the quarters and years to come. With that, I'll be happy to take any questions. ","compname reports q1 earnings per share of $0.09. q1 revenue rose 3 percent to $68.9 million. q1 earnings per share $0.09. " "I am Patrick Suehnholz, Greenhill's Head of Investor Relations. Joining me on the call today is Scott Bok, our Chairman and Chief Executive Officer. These statements are based on our current expectations regarding future events that, by their nature, are outside of the firm's control and are subject to known and unknown risks, uncertainties and assumptions. For a discussion of some of the risks and factors that could affect the firm's future results, please see our filings with the Securities and Exchange Commission, including our annual report on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. We reported fourth quarter revenue of $140.7 million, which was our best quarterly performance ever, an operating margin of 57% and net income of $2.71 per share. For the year, we had revenue of $311.7 million, an operating margin of 18% and net income of $1.36 per share. Our quarterly revenue was up 32% and earnings per share was up 158% from the same period last year. For the full year, our revenue was up 4% and earnings per share was up 202% from the prior year. In sum, we had a very strong finish to the year, resulting in very respectable pandemic year results on the top and bottom line, all consistent with our commentary on the past couple of quarterly investor calls. Clearly, quarterly revenue, of the scale we achieved requires a lot of things to go right. We generated multiple, very significant M&A completion fees, multiple very significant restructuring completion fees and a long list of smaller fees to go with them. We also benefited more than usual from accounting rules in relation to revenue recognition that came into effect a few years ago and sometimes require revenue from completion fees to be booked before the transaction triggering that fee is fully completed. But just to make clear that our very strong quarter was not simply a matter of transaction timing, our earnings per share for the quarter was greater than the analyst consensus forecast for the fourth quarter and the next four quarters ahead combined. In other words, our profit in one quarter exceeded what was expected for five quarters. Looking at our full year results. We benefited from particularly strong results from our European M&A business and our U.S. restructuring business. We also benefited from an expanding array of financing advisory roles that are neither traditional M&A nor traditional restructuring. Our private capital advisory business made a meaningful contribution as well, albeit considerably less so than in the prior year. Our revenue for the year was highly concentrated in a few busy areas, as many regions and sectors were heavily impacted by the pandemic and related constraints in economic activity and thus produced only modest revenue. Importantly, we see nearly all of those areas has poised for significant improvement in 2021, given current market conditions and what we can see in our pipeline of assignments. Turning to our costs. Our compensation ratio for the year was 62%, moderately above our target level as we invested much of our non-compensation savings in rewarding our strong performers in what was the challenging year for all. For the quarter, the compensation ratio was unusually low, as we work to achieve a reasonable full-year cost level. We did similarly in last year's fourth quarter. As noted in the past, we will have some quarterly volatility, but aim to manage annual compensation cost to a target level. Our non-compensation costs were down 18% from the prior year, despite the fact that we incurred rent expense on two New York headquarters locations for much of the year as we built out new space. Some of those cost savings flowed from reduced travel due to pandemic-related restrictions, and we believe those cost savings will continue for much of this year. Even after that, we expect to have considerably lower travel expense than we had historically. Separate from travel, our cost savings resulted from a wide variety of management initiatives, and we expect the benefits of those moves to be sustained for the long-term. As a result, we expect our 2021 non-compensation cost to be materially lower than they were in 2020, when it-turn they were substantially below the level in 2019. As one example, the rent expense for our headquarters in 2021 should be $7 million less than it was in 2020, given we have both more expensive space and some months of duplication in the year just ended. Notwithstanding those savings, we will have a higher quality space and room for more bankers than we did in our prior headquarters location. Given the significant opportunities we have found to reduce non-compensation costs, we see increased potential to attain our goal of a 25% operating margin like we achieved for many years of our history, and that is our goal. Our interest expense for the year was $15.5 million, well below last year's level, as we benefited from a lower interest rate premium post our refinancing last year, lower market interest rate levels, reduced debt outstanding, and the absence of a refinancing charge. For the quarter, interest expense was $3.5 million, as we continue to benefit from low market rates and debt reduction. And our borrowing cost is currently around 3.4% and should remain low, based on market expectations of continued low interest rates and our interest expense should continue to decline in line with our pay down of debt. Our income taxes were considerably lower than last year, as our income was skewed to lower rate jurisdictions. The opposite of last year when it was skewed to higher rate jurisdictions. We also benefited to some degree from various tax law changes that were put in place during 2020 as a result of the pandemic. Going forward, we continued to expect an effective tax rate of around 25%, excluding any charge or benefit relating to the impact of share settlements on vesting restricted stock and assuming no major changes in tax laws in the primary places we operate. The actual rate could end up somewhat higher or lower in any given year, depending on where we earn most of our income in such year. We ended the year with $112.7 million of cash and debt of $326.9 million, meaning we had net debt of $214.2 million. During 2020, we made principal payments of $38.8 million on our term loan, including a discretionary payment of $20 million at year-end. There are no mandatory principal payments due until March of 2022, but we intend to continue paying down our debt on an accelerated basis as our cash flow allows. Given the uncertainty created by the pandemic, we purchased only 489,704 shares in the open market in 2020, plus another 764,529 share equivalents in connection with tax withholding on vesting restricted stock units for a total cost of $23.3 million. Our Board has authorized $50 million in repurchases of shares and share equivalents for the year ahead through January 2022. While our principal focus will be on deleveraging, we intend to purchase shares on a prudent manner in an effort to further enhance the upside potential for continuing shareholders. In that regard, note that, our employees own about half of the economics of the firm through stock and restricted stock. So we are fully aligned with shareholders, as we seek to maximize value through the prudent use of the cash that we generate. We also declared our usual quarterly dividend of $0.05 per share. We entered 2021 in what feels like a favorable environment for our business. With respect to M&A, a positive economic outlook, driven by unprecedented fiscal and monetary stimulus, combined with high stock prices, low borrowing costs, very substantial dry powder of private equity funds, a plethora of special-purpose acquisition companies looking for deals, and a variety of other factors should drive increased deal activity. In particular, we expect increased M&A revenue in most of our international offices as well as in the certain sectors like industrials, where activity was low in 2020. At the same time, while restructuring activity has cooled considerably from 2020's frenetic pace, more debt restructuring should be needed for the many industries and companies adversely affected by the continuing pandemic. In addition, we are seeing significant opportunity to advise on various kinds of debt and equity financings and expect those assignments to provide a meaningful part of our near-term revenue. In sum, we would be very disappointed if we fail to generate meaningful revenue growth in 2021. And given our expectations of lower cost, higher revenue should result in margin expansion and increased earnings. I will now make a few comments on our strategy. Our overarching objective is to increase the scale, diversity and consistency of our revenue sources, while maintaining appropriate discipline on expenses. As always, we will look to recruit M&A bankers who bring us incremental industry sector expertise or regional capabilities. We have an active pipeline of good prospects in that regard. With respect to restructuring advice, we see our strategic initiative of the past few years to significantly expand our team as a major success but we believe, there remains the potential to expand even further. In particular, we want to play more advisory roles on debt and equity financing transactions. We've had increasing success in broadening the range of transactions on which we advice and we see this as an opportunity that will continue even in periods where there's much less bankruptcy-related activity than we have seen off-late. In our private capital advisory business, we have strong teams in Europe and Asia, and are in the process of rebuilding in the U.S., with an increased focus on higher value-added transactions. In terms of strategic initiatives, we are aiming to enhance our focus on advising financial sponsors on a wide variety of transactions. Historically, we focused heavily on serving public companies and we've enjoyed great success with that constituency, However, over time, we came to realize though we've had increasing interaction with financial sponsors across our M&A, restructuring and private capital advisory businesses. We are now aiming to organize those efforts in a more systematic way designed to generate more revenue and we have already put significant resources into this initiative. We are hopeful that it will be at least as successful as the restructuring advisory team expansion, that was our primary strategic focus over the last couple of years. In closing, I want to mention two landmark events in the life of our firm. First, this week, we are opening our new headquarters in the newly renovated Rockefeller Center building on Sixth Avenue, that is known to many as the old Time Life Building. We look forward to welcoming clients there once the pandemic is subsided. Second, a couple of weeks ago, we passed the 25-year mark in the life of our firm. It is obviously not the time for celebrations of any kind, but it is worth noting the fact that our firm has proven resilient through numerous challenges over that quarter of a century, the dot com bubble bursting, the September 11 terrorist attacks, the financial crisis of 2008 and now a major pandemic. Our strong culture is the source of our resilience and both our global team and our brand will emerge from the pandemic stronger than ever. With that, I'm happy to take any questions. ","compname reports q4 earnings per share of $2.71. compname reports fourth quarter earnings per share of $2.71 and full year 2020 earnings per share of $1.36. q4 revenue rose 32 percent to $140.7 million. q4 earnings per share $2.71. " "We appreciate you joining us today to discuss Graham's Fiscal 2021 First Quarter Results. We also have slides associated with the commentary that we are providing here today. If you do not have the release or the slides, you can find them on the company's website at www. Jeff will start with the financial overview of the period. We will then open the lines for Q&A. These documents can be found on our website or at www. I also want to point out that during today's call, we will discuss some non-GAAP financial measures, which we believe are useful in evaluating our performance. This is Jeff actually. As Jim and I have noted on our update calls in March and June, due to COVID-19 the COVID-19 pandemic, we've reduced our facility staffing to approximately 10% in late March and after implementing new work practices, enhanced cleaning and safety procedures and educating all of our employees on these changes, we gradually began to increase our staffing. By the end of May, we were back at near-normal on-site staffing and have continued at that level over the past two months. I want to compliment Alan Smith and his team for ensuring a safer production environment in this difficult time as well as our human resources team for their continued focus on improving safety in our workplace. As a result of these proactive measures, our average production staffing and capacity for the first quarter was only 50%, and hence, our first quarter results suffered accordingly. Sales in the first quarter were $16.7 million, which included a project in China, which had been delayed by COVID from the fourth quarter of last year into the first quarter of this year. That project made up approximately 30% of the quarter's revenue. On a positive note, our Defense or Navy sales were 21% of this total or $3.5 million. We will be reporting the level of our Navy sales on a quarterly basis going forward, which for this year, we expect to be approximately 25% to 30% of total sales. In the first quarter, we had a loss of $1.8 million or $0.18 per share. As I noted, we ran at half capacity in Batavia. Yet as discussed on prior calls, we continue to pay all of our employees their full benefits and wages. We did not accept any PPP funding, so we consciously realized this type of loss would occur. As Jim will discuss later, we view Q1 as a discrete event and assuming there are no significant impacts to our business or operations, the rest of fiscal 2021, we will be operating as normal in Q2 and beyond, and would expect far better results going forward. Cash at the end of June was $67.2 million, and our backlog was $107.2 million, split evenly between defense and Commercial. This strong backlog level supports our guidance for the rest of fiscal 2021. On to slide five. Sales in the first quarter were down $3.9 million. Please note in Q1 of last year included $1.3 million from our Energy Steel business, which was sold in that quarter. Gross profit, EBITDA and diluted earnings per share were all down significantly due to our low capacity level, yet more normal level of operating expenses, which occurred in the quarter. Moving on to slide six. Our cash position decreased to $5.8 million in Q1 to $67.2 million or $6.74 per share. We expected this to occur, as I noted during our update call in late March, if we were shut down for a month, we would expect to utilize approximately $3 million of cash per month. At 50% capacity in the quarter, this is equivalent to 1.5 months average shutdown, hence, the reduction in cash. As with sales and profitability, we expect cash generation to be positive for the rest of fiscal 2021. We paid $1.1 million of dividends in the quarter and it continues to be secure and an important part of our capital allocation provided directly back to shareholders. Capital spending in the quarter was light at $300,000. We expect capital for the full year to be in the $2.0 million to $2.5 million range. Finally, our business development, management team and Board continue to be focused on utilizing our strong balance sheet to opportunistically identify and close on acquisitions, which have near and long-term benefits to our shareholders. I would ask that you refer to slide nine. $16.7 million of sales for the first quarter were negatively impacted by how we responded to the COVID-19 outbreak, which resulted in 50% reduction of our operating capacity. During the first quarter, we developed and implemented COVID-19 protocols, which ensures that we would not experience such a low utilization rate for the remainder of FY 2021. I am proud of the COVID return to work team and the entire company for returning the employees back to work safely and for following our newly implemented workplace safety practices. Everyone has stepped up and responded well to this new reality we find ourselves in. Highlights for the first quarter were that revenue from Defense projects was $3.5 million, which represents a year-on-year increase of $1.4 million. As Jeff mentioned, we also completed a large project in China, which was responsible for approximately 30% of the quarter's revenue. You may recall that this project due to COVID-19 fell out of the fourth quarter. Moving on to slide nine. While COVID-19 has impacted the demand for our products, there are several actions that are being implemented to ensure that we maximize the margin of the work that we will be converting this fiscal year. COVID-19 has created a buyer's market for raw material. Our supply chain has been very successful in securing materials at reduced costs. I'm expecting that we will be able to continue to be in this position for the rest of the for the remainder of the year. We are also focusing on growing our skilled workforce in order to increase our production volume. To this end, we recently completed an expansion of our Weld School. We now have the capacity to train up to eight welders up from 4. We established our Weld School approximately five years ago, and it has proven to be a effective means to develop and grow our workforce. Currently, we are prioritizing improving productivity in our Navy production area. The company has completed many first time operations. The productivity enhancements will stem from improved build flows, employee training, creating objective fixtures, and lastly, applying lessons learnt. The IT department is developing tools, which will improve our ability to manage our global fabrication partners. A management dashboard is being developed to track all aspects of our outsourced project. This dashboard will aggregate information in-store on several IT platforms and will greatly improve the productivity of our project managers. Finally, we are continuing efforts to grow our low-cost outsourcing capabilities, which will allow us to compete on projects where cost is the main decision driver. I see these end market disruptions as an opportunity, to be clear, I just like the disruptions. However, our attitude is to take advantage of them, invest in ourselves, improve our processes, gain productivity so that we come out stronger and performing better. Our attitude is let's not waste the downturn by being a victim of it, but rather let's play offense to create benefits because of it. I am referring to slide 11. Jeff and Alan both provided good commentary about the impact to our financial results from the pandemic and price of crude oil. It has also impacted order patterns. Energy and petrochemical markets began to change adversely before the pandemic. Fourth quarter of last year and first quarter of this year each had net orders of approximately $12 million. There were no Defense orders during those two quarters. Included in the net orders is $4 million of canceled orders and the impact of change orders. It was rather even with $2 million of backlog deductions in each quarter. The underlying bookings for new orders were a bit better than what is shown, however, still down considerably. I have been through four downturns while at Graham, and now I'm in the fifth. The each are challenging, went in them. However, this current downturn feels rather different. Customer behavior is less predictable this time. I imagine that is because no one has experienced this type of demand disruption or turmoil in the past. A couple of examples can illustrate well what we face. We initiated bidding to replace a 40-year-old surface condenser in 2018. It was urgent for the end user and end-of-life situation where the customer did not know if the unit would last another year. Schedule was critical to meet a delivery window. Order was finally ready to be placed this last quarter. It was about a $2 million opportunity. Due to focus on preserving cash, the plant advised that they cannot procure the unit now. We offered in response, very favorable cash flow terms, we worked our supply chain for better costs, as Alan had mentioned, that then resulted in a lower price to the end user. Corporate simply would not budge. The risk of an unplanned shutdown or reduction in plant throughput is high, but cash preservation prevailed. Any other time this would have been an order placed, put into our backlog and be a contributor to current year revenue. Another example is a larger project, that's about $5 million for a refinery revamp. Here too, we've been bidding it for a couple of years. Learned last quarter, it was to be pushed out another year. While four weeks ago, we got reengaged with the EPC that needed our engineering and to complete their plant layout and structural design. In response, we proposed an engineering-only order. We did a call this week that corporate is likely to sponsor final investment decision and now the full orders back in play for fiscal '22 revenue. The order is now projected to close this quarter, and everything is hurried to get it done. Will it actually proceed or perhaps there might be an order placed that subsequently is canceled, like we have experienced in the recent couple of quarters? I simply don't know. It's difficult to predict. I offer these two examples to convey order patterns may be unpredictable and lumpy. We have no control over the direction of our end markets, and little influence over the decisions a customer may make regarding will a project received funding. I can convey, though, that we are on top of the available opportunities, controlling well that which we can control which is how we support customers, manage opportunities, differentiate from the competition with our speed, our knowledge sharing, options analysis that we provide, and ultimately, get our company in a position to win should an order get placed. We may not take an order at a particular price, but the job of our sales team and that team does it well, is to get Graham in a position to accept or decline an order. Even today, our naval bid pipeline is unpredictable, more so over timing, but it's still as difficult to define within a quarter when an order is going to be placed from the U.S. Navy or their prime contractors. Moving on to slide 12. Just stepping through our different key end markets. Refining is down in North America across our three segments, which would be the integrated refiner, the independent refiner and also the MRO segment, spares and parts that's down. In Asia, we do see a pretty active pipeline for new capacity that would be for India, China or elsewhere in Asia. For the Middle East, or Latin America, there's really nothing significant in our pipeline right now. We think those new capacity opportunities will present themselves after fiscal 2021. For the U.S. Navy, we have a very healthy active bid pipeline across the three programs that we are in, the carrier program, the Virginia-class submarine program and also the Columbia-class program. What's great in certain of these bids are for new components that aren't currently in backlog that we've not done. So our focus on expanding our share of wallet is presenting opportunities that we hadn't seen previously, and then we're going to go after those and hopefully win those. Across the next three quarters, we anticipate somewhere between $30 million to $50 million of work would be placed by the Navy with the suppliers such as Graham, and hopefully, we will win a strong share of that. In the chemical, petrochemical market. As I cited with the one example of a bid opportunity, focuses on preserving cash, without demand had collapsed globally, this market is really focused on clamping down on capital spend expenditures, MRO expenditures and just conserving cash across 2021 sorry, calendar 2020 and across fiscal 2021. We are beginning to see some early signs of the next wave of new ethylene capacity, and you might recall that we view ethylene as the as a surrogate for the overall chemical industry. An important consideration at this point in time is we're trying to understand for the next wave, the relevance of North American investment. It may not be as strong as this most recent wave that began in the 2012, 2013, '14 time frame. On the short-cycle side, that seems to have pulled back 15% to 20%. We are seeing some improvement on the spare parts side. However, the OEM work, again, this is short-cycle work that seems to be off correlated to the global economy and end market demand collapse. We are also involving ourselves in new markets or emerging markets, if you will, alternative energy markets, hydrogen fuel cell market plus natural gas, and also supercritical fluids. We have certain technology. These are high-pressure applications where our product line fits extraordinarily well. These are not large orders. The ASP is probably under average selling price is probably under $100,000 for that type of sale. But it's a very nice bread and butter work. And we're focused on our participation in securing a presence in these new emerging markets. Let's move on to the next slide, slide 13. Our balance sheet and also backlog position entering this downturn are both beneficial. After the first quarter, which we do consider an event isolated to that quarter, we get back into backlog conversion in the second quarter and hit stronger conversion in the third and fourth quarters. $107 million of backlog as of June 30 is terrific to have. 70% to 75% of that backlog is planned to convert over the next 12 months. That implies for fiscal 2021, $81 million of fiscal 2021 revenue is in hand, either converted during the first quarter or from current backlog. This provided us the confidence to give full year guidance that I'll speak to in a moment. Our backlog is split roughly 50-50 between naval work and orders for our traditional end markets. And for the naval work, as we've been saying for the last several quarters, we are in all three programs and have backlog in full conversion mode. Again, by programs, we mean one program for the carrier, another for Virginia-class submarine and the third program is Columbia-class submarine. Let's move on to the guidance slide. We're coming out with full year guidance because of the confidence that we have with our backlog and how we see the remainder of the year shaping up. Revenue guidance is expected to be between for revenue to be between $90 million and $95 million. Gross margin is projected to be between 20% and 22%. Our SG&A spend is projected to be between $17 million and $18 million, and the effective tax rate is 22%. Implicit in this guidance is that we continue to run that whole sorry, implicit in this guidance is that we continue to run at high production levels and don't have work stoppage or curtailments due to another COVID-related impact to our operations or those of our supply chain fabrication partners. This is a risk that management will address and communicate about should it alter fiscal 2021 performance. Of course, the second risk is that a customer may place a large order on hold or cancel it, we are unaware of particular orders of backlog with that risk. And now moving on to slide 15. This provides a quick snapshot of what we're focused on, what our strategic goals are and a bit of a progress update. We have been focused for a number of years on increasing what we call our predictable revenue streams, our predictable base. A key component there is our work for the Defense because of the long live nature of that backlog that gives us a strong level of predictable revenue. For a comparison, we are projecting that fiscal 2021 revenue compared to fiscal 2020 revenue for the Defense work will be up about 50%. We're also focusing on our installed base. We are an 80-plus-year-old company. We have this massive installed base around the world, a very large installed base in North America, and we've been allocating resources toward focusing on that differently than our company had in the past. To be candid with what's occurred with the pandemic, there's been a bit of a pause on our investment there and putting personnel into regions where the installed base is high, primarily because our customers aren't openly permitting access to their plants. They're being very careful about admitting personnel into their facilities. So we can't gain access to those sites. And also, we're very mindful about worker safety and having our people travel at this point in time and the consequences of being sequestered or isolated upon return. So therefore, our investment this is a bit of a pause. It doesn't reflect our commitment to this strategy is just the consequence of what we're currently facing. And of course, we're looking at M&A. In our M&A program, we're focused on more stable revenue streams to support our expansion of the predictable base of our business. We're also taking action and have taken action to reposition our company to be more successful in price-focused opportunities. We participated in those opportunities before we more situationally secured those orders when it made sense to us. We've now structured and are structuring and making investments to go in and carve-out a meaningful market share for ourselves in that underserved market previously. We have seen these opportunities in the past. We're still seeing them today. The operations team is now structuring to how to go win those and execute within a lower market price at an acceptable return. We've had a healthy level of that type of revenue in fiscal 2020, and we'll actually have a greater revenue level in fiscal 2021 compared to 2020. So this strategy is being executed well. And I'm very pleased with our progress there and our ability to extract and realize the margins that we targeted. Also, we're, of course, focused on strengthening our financial results. A key element here is to push more volume through our roof line and put less into our local supply chain with our fabrication partners. Alan and his team are, along with the HR team, are looking to continue to add to our skilled workforce, welders, machinists, assemblers. I'd like to see us with about 20 to 25 more direct laborers over the next one to two years, probably the next two years. And that will be very, very helpful in lifting our margins. In the naval program, we need to earn our position as a sole source supplier. We have some of that work now, which can come in sole source, but there's more of that through good performance, through strong execution, through program management, risk identification, risk mitigation and cost efficiency. We may be able to secure additional work under sole source bidding. That's earned, that's not given. And Alan and his team are doing a really good job to position us to be into that type of supplier category. Also, for our naval work, Alan mentioned it in his remarks, we have had some of that work, that's first time articles for us, first time fabrications, and that has an aspect of cost structure that we've carried for that type of order. And that has a little bit of a headwind on the gross margin side, elevated cost of goods sold. However, as we get through those first article fabrications, and Alan and his team focus on workflow improvements, production optimization, reconfigure the operations to flow work more efficiently. Now that we've gone through the first article that will drop down to improved financial performance from that segment of our business. And also, we'll balance our near term realities with the reduction in demand on the order front. With our long-term strategies to grow this business, we've chosen not to right size our costs for what was happening in our first quarter or to an extent, what's happening in our second quarter with where revenue is. Because we believe in the long term and we believe in our strategies and we'll balance decisions we'll make around improving near term quarters that could be to the detriment of long-term value creation. So we will be very mindful of that watch out fiscal 2022 begins to take shape. With that, I think it's an appropriate time to open the call up for Q&A. Devin, would you please open the line? ","compname reports q1 loss per share $0.18. q1 sales $16.7 million versus refinitiv ibes estimate of $14.2 million. q1 loss per share $0.18. fiscal 2021 revenue guidance of $90 million to $95 million from expected improved performance for remainder of fiscal 2021. averaged about 50% of normal staffing capacity during quarter. encouraged by pipeline activity that co is addressing in both defense industry and emerging markets, specifically india. " "We appreciate you joining us today to discuss Graham's Fiscal 2021 Second Quarter Results. We also have slides associated with the commentary that we are providing here today. If you do not have the release or the slides, you can find them on the company's website at www. We will then open the lines for Q&A. These documents can be found on our website or at www. I also want to point out that during today's call, we will discuss some non-GAAP financial measures, which we believe are useful in evaluating our performance. As Chris mentioned, we're starting on slide four. It was very nice to operate in Q2 a normal capacity after running at approximately 50% capacity in Q1 due to COVID-19. Q2 sales were $28 million, up from $21.6 million in Q2 of last year. Sales in the defense, the Navy market were $9.4 million in the quarter. In the quarter, we had a quick turn material order, which made up approximately half -- a little over half of the revenue in the Navy. We expected this to occur in the quarter. While it is not a repeatable type sale, it was not a surprise. Year-to-date, defense sales were $12.9 million or 29% of sales. This is slightly higher than we expect for the full year. We would expect around 25% of our sales to be for the Navy for the full fiscal year. The quarter also benefited from an acceleration of some work at one of our Asian subcontractors. They had available capacity and pulled some work from Q3 into Q2. Q2 net income was $2.7 million or $0.27 per share, up from $1.2 million or $0.12 per share last year. Stronger revenue and margins drove the improvement. Cash is still good at nearly $68 million. Finally, orders in the quarter were $35 million, driven by strong international refining awards in Asia and defense in the United States. Our backlog improved to $114.9 million. The conversion of a portion of our backlog provides the foundation for our improved guidance for the fiscal year. Moving on to slide five. I discussed the sale detail on the last slide with the quarter at $28 million. Sales in the second quarter was 62% domestic, 38% in international. Last year's second quarter was 73% domestic, 27% international. Gross profit in the quarter was -- increased to $7.7 million, up from $4.9 million last year, primarily due to volume. Gross margins were 27.5%, up from 22.9%. EBITDA margins were 14.2%, up from 7.8% in last year's second quarter. And finally, net income was $2.7 million, up from $1.2 million last year. On to slide six. For the first half of fiscal 2021, sales were $44.7 million compared with $42.2 million in the first half of last year. This increase was despite the challenging Q1 when our production capacity was at 50% due to COVID-19. Year-to-date sales are 60% domestic, 40% international compared with 71% domestic and 29% international last year. Gross profit was $9.3 million, slightly off the $9.7 million last year, and gross margins were down 20.7% versus 22.9% last year, again, impacted by COVID-19 in the first quarter. Year-to-date EBITDA margins were 4.9% versus 4.5% in the first half of last year, and net income was $900,000 or $0.09 per share, down from $1.3 million or $0.13 per share last year. Again, the first quarter loss due to COVID-19 was substantial, but we have more than recovered that in the second quarter. Finally, moving on to slide seven. Cash is at $67.9 million, down from $73 million at the end of fiscal 2020, but this is simply timing of working capital namely accounts receivable and accounts payable. We are expecting this to come back in the third quarter. Our quarterly dividend remains firm at $0.11 a share. Capital spending has been light in the first half of the year at $800,000 compared to $700,000 last year. As we have seen in the last few years, our capital spending will increase in the second half of the year, and we still expect the total spend for the year to be between $2 million and $2.5 million. Finally, as we continue to work on our acquisition pipeline and activities, COVID has not had an adverse effect on our efforts as we have built some very good relationships over time, and these conversations continue. However, many of them are remote as opposed to in-person. But there's still -- they are still occurring and still very active. I'd ask that you refer to slide nine. Sales for the second quarter were $28 million. As Jeff had mentioned in his remarks, the company completed a large material-only order for a defense customer, which required very little conversion resources. Sales to defense industry were up $6.8 million year-on-year due to prior -- due to the prior mentioned materials order and greater defense conversion as we continue to grow our naval workforce. Lastly, and importantly, due to the strength of our backlog, annual guidance has been increased from $90 million to $95 million to $93 million to $97 million. Please move on to slide 10. While COVID-19 has impacted demand for our product, there are several actions that are being implemented to ensure that we maximize the margin of the work that is expected to convert during this financial year. During the first quarter conference call, I outlined several initiatives that the company was pursuing in order to maximize the realized margins. In particular, we are focused on reducing our material costs, hiring and quickly onboarding welders, differentiating our company from our competitors in the defense industry through superior execution and leveraging IT tools to increase the productivity of our team. On the material procurement front, the team has had success in reducing our costs. Graham is a relatively small buyer of carbon steel and stainless steel plate. Therefore, we typically procure our plates from distributors. However, we are finding in this time of low demand, the mills are willing to sell directly to us, thus reducing our cost. We are also focused on growing our workforce in order to increase the production volume. To this end, we have recently completed an expansion of our weld school. We now have the capacity to train up to 10 welders up from 5. The work for the Navy has higher welder content than does for other work. Welding is a critical skill set for the company, and we must expand our capacity. The welds on our campus is a terrific addition for workforce development. Currently, we are prioritizing improving our productivity in the Navy production areas now that the company has completed many of the first-time operations. Productivity enhancements will stem from improved bill flows, employee training, creation of jigs and fixtures, and lastly, applying lessons learned. Our IT department continues to develop tools, which will improve our ability to manage our global fabrication partners. A management dashboard is getting developed to track all aspects of our outsourced projects. The dashboard will aggregate information that is stored on several IT platforms and will improve the productivity of our project managers. I'll begin my remarks starting with slide 12. Order level in the quarter was strong, especially given the state of crude oil refining and petrochemical markets. The strong order level in the quarter is the result of implementing effectively diversification strategy. We discussed during the past couple of years actions taken to be successful in the more price-conscious segment of refining and chemical markets. Both participation and market share were low, which afforded an opportunity to address this segment differently. Opportunity generation and bid management structure were modified and also execution strategy changed. Replicating the success in China, a subsidiary structure was established in India. It is necessary within India, as an example, to localize selling certain technical resources and quality control personnel. We have the best chance to secure large project orders when they are supported and followed for a long time. A local presence permits that. This then allows for pulling a customer toward Graham rather than Graham having to move toward its competition. Also, fabricating certain components locally within India is important. As a result of this strategy, $10 million of new orders for India were secured in the quarter. These orders were for both customers and end users that had not used Graham before. I am pleased with our success in India. We plan to pursue principally large project work. And as of today, the company secured two of the three most recent large projects. I commend the team that initiated and drove the strategy and those now executing the orders. Another highlight was securing additional work for the U.S. Navy. Navy find value in our engineering and fabrication capabilities, program management strengths, willingness to listen to feedback and implement improvements, our quality program and also that we will invest in facilities, modern machine tools, personnel and employee development. General conditions in our crude oil refining and petrochemical markets is weak, while the pipeline for the U.S. Navy is strong. This is noted by orders for our crude oil refining and petrochemicals being down compared with last year. Let's move on to slide 13. I want to discuss briefly market outlook and what we are seeing in our key markets. I plan to go clockwise, beginning in the upper left quadrant. The sales team did well to secure a significant amount of work that is for Asia. The Indian work mentioned a moment ago, plus approximately $10 million in additional orders fiscal year-to-date that are for Asia. The pipeline must rebuild and move from early stage activity to procurement stage. We expect the next few quarters to be about building the pipeline. We are seeing COVID having an impact in Asia as one large project in the bid pipeline that was teed up to be placed, in order to be placed, had to be postponed due to workforce impact from the disease. We believe it will be activated again once the country has the spread of the disease back under control. Our team in India, our team in China and those overseeing Southeast Asia point to COVID is on the rise again, resulting in slowing of activity along with heightened uncertainty. In the Americas, it was quite slow for both revamp retrofit and also routine spare parts. Refiners, they are focused on preserving cash right now and are postponing MRO or capital projects. We don't see this picking up until demand recovers following having COVID under control. Those projects that may proceed, we are carefully following. On a positive note, an engineering-only order for a large crude oil refinery revamp was secured, that we hope proceeds within the next 12 months. For that case, the refiner could fund only upfront engineering at this stage so that detailed layout is done, enabling the project to proceed quickly once it is ultimately released for fabrication. If and when it proceeds into fabrication, we anticipate that a change order will exceed $5 million. Crude oil below $40 a barrel and pandemic-driven global disruption have resulted in activity being pulled in by most national integrated and independent oil refiners. Moving over to U.S. Navy. Navy in particular and defense overall is active. We have a solid pipeline of activity. Some of it is for new components that we have not done before, while others are repeat components for upcoming vessels. Submarine programs are vital for national defense and other strategic missions for our country. There's terrific visibility into multiple year new vessel requirements that underpin this segment continuing to be strong. We have identified and are pursuing $40 million to $60 million of opportunities for the Navy, and they should be placed with a selected vendor over the next nine months. We have M&A target identification and development concentrated in the defense segment due to its strong long-term fundamentals. As Jeff noted, relationships in certain cases were established prior to COVID, and we continue to nurture them with a combination of remote interactions along with selective visits. Short cycle work is off 20% to 30%. Crude oil refining and petrochemical markets are where the majority of spares revenue -- spare parts revenue was derived. These markets, as I mentioned, are in cash preservation mode until the global economy is back on its feet and demand subsequently recovers. On an upbeat note, there is step-up in short-cycle inquiries. However, that has not translated into an improved order level just yet. Chemicals and petrochemicals are also down. Projects have been shelved or delayed. The pandemic sent a demand shock that is not yet fully abated. Getting COVID behind in most regions throughout the world is the catalyst for demand returning. Let's now move on to slide 14. Backlog is a healthy $115 million, split evenly between commercial and defense. The staging of backlog or work in process already provides an ability to state guidance at this extraordinary time when many companies cannot. 60% to 65% of backlog is planned to convert during the next four quarters with approaching 40% of backlog planned to convert during the next two fiscal quarters. Please go on to the next page. As Jeff and Alan mentioned, we are updating our guidance. We've increased the revenue range to between $93 million and $97 million, implying the second half should be between $48 million and $52 million for revenue. Gross margin is expected to be between 21% and 23%. SG&A spend between $17 million and $17.5 million. And we're projecting the effective tax rate is approximately 22%. ","compname reports q2 earnings per share $0.27. compname reports sales grew to $28 million for fiscal 2021 second quarter. q2 earnings per share $0.27. q2 sales $28 million versus refinitiv ibes estimate of $23.1 million. increasing revenue guidance for fiscal 2021. sees fy 2021 revenue between $93 million and $97 million. orders in q2 add to fiscal 2022 revenue potential. expects 60% to 65% of backlog to convert to revenue within next 12 months. " "We certainly appreciate your time today and your interest in Graham Corporation. Joining me on the call are Dan Thoren, our President and CEO' and Jeff Glajch, our chief financial officer. If not you can access the release as well as the slides that will accompanying your conversation today at our website, www. These documents can be found on our website or@sec.gov. During today's call, we will also discuss non-GAAP financial measures. We have provided reconciliation of non-GAAP measures with comparable GAAP measures in the tables that accompany today's release in the slide for your information. The addition of Barber-Nichols contributed $16.5 million in the quarter. Our legacy Graham manufacturing business offset part of the game. There are two reasons; first, in the comparable quarter last year we had non-repeatable material only order. In addition, we had a significant level of Chinese sub-contracting in the second quarter last year. These two items made up approximately $10 million in lower revenue compared with last year. We are pleased with our strategic expansion into the defense business evidence that with 58% of our quarterly revenue coming from this key market, while we await a recovery in the energy and petrochemical markets. As we look to the second half of the year, we continue to expect strong performance from Barber-Nichols. For the Batavia facility, we expect to see a significant shift toward higher profit defense jobs. In our commercial markets, we expect to have a large increase in subcontract to production plans for both the United States and India which will measurably improve revenue and gross profit in the second half of the year. I would caution however, that this large increase in the amount of outsourcing while set up very nicely right now is dependent on our subcontracting partners and can occasion take longer -- can allocation take longer than planned. So there is a risk a portion of this could shift out of the fiscal year into fiscal -- into Q1 of fiscal 2023. Orders increased to $31.4 million up from $20.9 million in Q1, orders were split evenly between the Graham manufacturing business and Barber-Nichols. Our $233 million backlog is strong with 78% of its coming from the defense market. In the quarter gross margins and profitability were impacted by two Batavia based defense orders which utilize a significant amount of labor but had a very low revenue per labor hour. One project was a first article order which had been one competitively The other was a fabrication order which has a significant portion of its profit recognized in previous years when the material portion of the project was executed out of separate order. Both of these projects will make up a significantly lower portion of the expected revenue in the second half of the year. In addition, we expect both of these projects to be nearly complete by the end of the fiscal year. We did have a strong quarter in Barber-Nichols. I continue to be pleased with their performance through four months their business is at $20 million of revenue and $3 million of EBITDA. Our expectation for the full year remain at 45 to $48 million of revenue and at an 11% EBITDA margin or $5.2 million. So they are ahead of pace to hit the fiscal year expectations for the 10 months of the business that will be part of Graham in this fiscal year. I do caution extrapolating in the form of numbers but I am encouraged about their performance and the integration within Graham. In the second quarter, we have to one-time items, we had a pre-tax gain of $1.9 million related to the earned out of the Barber-Nichols acquisition. I will discuss this in a minute. We also had a charge an offsetting charge of $798,000 related to the termination of our prior CEO. The net of these two items $1.1 million, or approximately $882,000 after taxes are included in the reported results. Regarding the earn-outs adjustment for Barber-Nichols, we have made a change which we believe will further strengthen the long term incentives of the business. The acquisition are now which was for $7 million to $14 million payout based on fiscal 2024 results -- fiscal 2024 EBITDA results has been cancelled. This had represented a 10% to 20% addition to the original $70.1 million acquisition price. This earn-out have been valued using a Monte Carlo accounting purchase, Monte Carlo purchase price accounting analysis at $1.9 million. Therefore, with the cancellation of this earn-out the economic value of that earn-out is now zero and the gain had to be recognized through the income statement in the quarter. So we have initiated a new incremental bonus pool for a broader portion of the Barber-Nichols employees. This pool will be an annual cash bonus pool -- an incremental annual cash bonus pool based on fiscal year results 2024, 2025 and 2026. For each year, the pool will allow for a range of at the low end $2 million, once the EBITDA threshold is met at a maximum of $4 million if the maximum EBITDA is achieved within the year. Therefor across the three years, the maximum opportunity is $12 million. In those years, this will be reported as a period cost. We believe this bonus pool will be an excellent retention tool and will be in place for the third, fourth and fifth years following the acquisition of Barber-Nichols. We can move on to Slide 4. Much of Slide 4 and 5 I have already discussed. I will note that Q2 last year essentially including all the profit of the full fiscal year, obviously this quarter in the current year was challenged and however the challenges were completely within the Batavia operation. In addition, those challenges are short term and many of them are behind us or mostly behind us. We expect the next two quarters to see a noticeable improvement in profitability. You will note, the GAAP and adjusted earnings per share are similar for Q2 along with the $1.1 million of one-time items that I mentioned earlier. We also have adjusted out the purchase accounting amortization of $784,000 as well as $124,000 of acquisition related costs. The full year reconciliation of GAAP to adjusted earnings per share are in the appendix of this deck. Moving on to Slide 5. For the year-to-date results, the $9.6 million revenue gain came from $20 million of additional Barber-Nichols offset by the same items noted for the quarter earlier, namely last year having the benefit of a one-time material order and higher Chinese sub-contracting in the first half of the year. As with the quarter results, the year-to-date GAAP and adjusted earnings per share are similar for the same reasons noted for the second quarter. Again, this is reconciled in the appendix of the deck. You may recall last year we had a big impact from COVID in the first quarter while we were shut down for approximately for three weeks and we were running at half capacity throughout the quarter. While this year's first quarter were impacted by the same lower margin defense orders that were noted for the second quarter. Moving on to Slide 6. As many of you know, I was very pleased that we invested our formerly high cash balance by buying Barber-Nichols. I'm very pleased about their performance to-date and after seeing even more of their team in action, the future at Barber-Nichols is extremely exciting. They are executing very well and the early returns which can often be a risk for an acquisition have been stellar. Our balance sheet with the term loan that was taken as part of the acquisition provides us flexibility for future investments. We will continue to be willing to use our strong balance sheet for future internal and external growth opportunities. Dan will talk further about our backlog, our strategy and our guidance for the full year. I'm starting on Slide 7. We had a nice mix of orders in the second quarter, $12.5 million came from our defense customers almost $19 million from our commercial customers. Defense orders were for both new and existing programs and new and overhaul equipment, giving us full lifecycle exposure. Space related orders were around $2 million and advanced energy orders were close to $2 million. Our commercial balance orders or spares are trending upwards. The big change in backlog from fiscal year '21 to fiscal year '22 was mostly from the acquisition of Barber-Nichols. Of the $233 million backlog 78% or $182 million is in defense. From a backlog perspective, Graham has certainly made the transition from an energy and chemical business with some defense work to a defense company with an important contribution from energy and chemical. About one half the backlog is expected to convert to revenue in the next 12 months. The remaining 12-month order graph does not include BN orders prior to the acquisition on June 1 to 2021. Moving to Slide 8; Graham's strategy started many years ago, has been realized through both organic and inorganic means. The organic defense business supplying vacuum and heat transfer equipment on Navy carriers and submarines has been very successful. The acquisition of Barber-Nichols has added more defense business that helps to offset the cyclicality in the heritage energy and chemical business. Our second quarter revenue in defense was $20 million, up $12.7 million from the first quarter where BNI contributed for one month. The really nice thing about defense business is the visibility. Ships and submarines take a long time to build. So budgeting and plans are in place long before orders come. In some cases, the Navy will place orders for multiple strategic assets at one time, giving us a large backlog that converts over several years. These long-term orders provide good value for our customer and allows us to continually improve margins as the projects repeat in our shops. Revenue remains unchanged in the $130 million to $140 million range. As discussed by Jeff, we started slow in the first half with $54 million of revenue and we are ramping up each quarter. BN is expected to contribute $45 million to $48 million for the year. Our gross margin will be 17% to 18%, reflecting lower margin maybe work at Batavia with SG&A around 15% or 16% of revenue. We have tightened adjusted EBITDA from $7 million to $9 million to $7 million to $8 million. Capital expenditures remain unchanged at $3.5 million to $4 million. Certainly, we continue to track supply chain and COVID-19 related disruptions. The biggest potential impact to our projections that we are tracking now is the executive order on ensuring adequate COVID safety protocols for federal contractors. This requirement would be flowed down contractually to Graham manufacturing in Barber-Nichols. And would require that all of our employees that do not have exemptions, be vaccinated against COVID-19 effective December 8, 2021. Slide 10 summarizes how we are driving value for our shareholders. The defense strategy has been successful and we see additional growth available. In the energy market that refining and petrochem, we are seeing leading indicators of an upcycled expansion. We are preparing our company and our supply base for the increase in business there. We have several initiatives to enhance our market positions and brand recognition. These range from marketing, so there's a one of the things we're doing is an upside -- website upgrade and also resuming our successful academics training program. We're also taking different approaches to our markets. We're leveraging our installed base, we're redeveloping our relationships with license or as customers and EPCs that has been strained through this COVID environment that we've been in. We have made excellent progress with balance sheet efficiency over the last six months as Jeff has discussed. Finally, we're developing a multi-year strategic plan that will generate cash to enable more growth. I shared our first strategic plan iteration with our board yesterday and had some great feedback. They are encouraged with what we're planning. ","qtrly orders increased to $31.4 million, up 50% sequentially. " "This is Ramesh Shettigar, Vice President of ESG, Investor Relations and Corporate Treasurer. On the call today to present our thirds quarter results are Dante Parrini, Glatfelter's Chairman and Chief Executive Officer and Sam Hillard, Senior Vice President and Chief Financial Officer. These statements speak only as of today and we undertake no obligation to update them. The third quarter marks an important milestone in Glatfelter's ongoing transformation with the successful acquisition of Jacob Holm. This business will significantly enhance the scale and diversification of our product and technology portfolio by introducing premium quality spunlace nonwovens to our offerings. We also completed the first full quarter with Mount Holly under Glatfelter's ownership, which contributed to record operating profit for the Airlaid segment. Slide 3 of the investor deck provides the key highlights for the third quarter. We reported adjusted earnings per share of $0.21 and adjusted EBITDA of $32 million. Airlaid Materials performed well above expectations, driven by the higher than anticipated demand for our tabletop and wipes products. This strong demand positively impacted segment profitability in the quarter. We also experienced sequential volume growth of 10% in our hygiene products category after being negatively affected in the first half of the year as consumers destocked. Consistent with our previous guidance, customer buying patterns in this category returned to more normalized levels during the quarter. Also our contractual pass-through arrangements with customers allowed us to offset elevated raw material costs and maintain solid margins during this volatile inflationary period. Composite Fibers was challenged in the third quarter by significantly higher energy prices that were well above our expectations, along with continued inflation for raw materials and logistics. For example, electricity prices more than doubled during the quarter in key European countries like Germany and the UK, where we have significant manufacturing operations. In order to mitigate this unprecedented escalation of input costs, we announced in mid September an incremental 12% price increase across the Composite Fibers product portfolio. This action was an addition to the 8% price increase announced earlier in the year. We believe these price actions appropriately reflect the current market conditions as we continue to provide our customers security of supply of high quality products and responsive service during this very dynamic business environment. In addition, we successfully executed a $500 million bond offering that is primarily being used to finance the Jacob Holm acquisition. This transaction marks another significant step forward in our transformation by further broadening our Engineered Materials product and technology offerings, enhancing enterprise wide innovation capabilities with a focus on sustainability and adding meaningful scale to the company. We will begin the process of enabling close collaboration and technology sharing among this expanded group of industry leading nonwovens experts. Our near-term priorities for this acquisition will be focused on successfully integrating Jacob Holm into Glatfelter's operating model, achieving the targeted $20 million of annual synergies and actively de-levering the balance sheet. Sam will now provide a more detailed review of our third quarter results, as well as additional comments on the Jacob Holm acquisition. Third quarter adjusted earnings from continuing operations was $9.5 million or $0.21 per share, an increase of $0.05 versus the same period last year, driven primarily by strong earnings in the Airlaid segment and a favorable tax rate for the quarter. Also noteworthy is that Q3 results included the first full quarter of the Mount Holly acquisition under Glatfelter's ownership. Slide 4 shows a bridge of adjusted earnings per share of $0.16 from the third quarter of last year to this year's third quarter of $0.21. Composite Fibers results lowered earnings by $0.05, driven primarily by higher inflationary pressures experienced in raw materials, energy, logistics and operations. Airlaid Materials results increased earnings by $0.02, primarily due to strong volume recovery in wipes and tabletop product categories, as well as from the addition of a full quarter of Mount Holly results. Corporate costs were $0.02 favorable from ongoing cost control initiatives and interest, taxes and other items were $0.06 favorable driven by a lower tax rate this quarter of 27% versus 48% in the same quarter last year. Slide 5 shows a summary of the third quarter results for the Composite Fibers segment. Total revenues for the quarter were 3.4% higher on a constant currency basis, mainly driven by higher selling prices of approximately $6 million to mitigate the elevated inflationary pressures in energy, raw materials and logistics. Shipments were 6% lower, primarily driven by softer demand in our wallcover product category from unexpected customer downtime in the middle of the quarter, although buying patterns began to stabilize as we exited the quarter. We continued to see firm demand in our composite laminates and food and beverage categories, which were up 17% and 2% respectively. Prices of wood pulp, energy and freight continue to escalate in the third quarter and negatively impacted results by approximately $12.5 million versus the same quarter last year. Sequentially from Q2 of 2021 this impact was $5.7 million, creating significant headwinds for this segment. Although we expected some inflationary pressures to continue into the third quarter, our pricing actions announced earlier in the year were unable to fully offset the magnitude of inflation. The single biggest driver of the sequential inflation impact was energy prices, which increased sharply in Europe during the third quarter. As Dante noted energy prices in the spot market more than doubled during the quarter. In addition, we experienced higher inflationary pressures in raw materials, particularly wood pulp and in logistics cost driven by global supply chain disruptions. This had a combined unfavorable impact sequentially of approximately $2.7 million. As a result, we announced an additional 12% price increase in the middle of September for all product categories in Composite Fibers to offset the spiraling inflationary movements. We expect input costs to remain relatively volatile in the near term and we'll continue to closely monitor these developments. We will continue to assess a variety of mitigating actions in addition to our ongoing focus on managing costs, operational efficiencies and leveraging our global scale and integrated supply chain. Operations were favorable by $2.4 million, driven by strong production on our inclined wire machines to meet the growing customer demand. Currency and related hedging activity unfavorably impacted results by $1.2 million. Looking ahead to the fourth quarter of 2021, we expect shipments to be flat on a sequential basis. Selling prices are expected to be $6 million higher versus Q3 of 2021. Raw materials and energy prices are projected to be $1 million to $2 million higher sequentially and operations are expected to be in line with the third quarter. Slide 6 shows a summary of third quarter results for Airlaid Materials. Revenues were up about 40% versus the prior year quarter on a constant currency basis, supported by the addition of a full quarter of Mount Holly and strong recovery in the tabletop and wipes categories. Shipments of tabletop and wipes almost doubled when compared to the third quarter of last year. However, demand for hygiene products was 5% lower versus last year, although improved by 10% versus the second quarter of this year. All Airlaid product categories returned to more normalized demand patterns in the third quarter after a trough in the first half of this year related to customer destocking. Selling prices increased meaningfully from contractual cost pass-through arrangements where we passed raw material price increases along to customers. However, energy is not part of most pass-through arrangements, which reduced earnings by $1.3 million. And we recently introduced a 10% price increase to those Airlaid customers that did not have cost pass-through arrangements to cover the additional inflation. Operations were lower by $2.5 million compared to the prior year, mainly due to relatively lower output this quarter as production rates last year were elevated to meet the high demand during the peak of the pandemic. And foreign exchange was unfavorable by $1.2 million, driven by the FX pass-through provisions in our customer contracts. For the fourth quarter of 2021, we expect shipments to be 3% lower on a sequential basis with unfavorable mix, thereby impacting operating profit by $1 million. Selling prices are expected to be higher, but fully offset by higher raw material prices and energy prices are expected to unfavorably impact profitability by $1 million to $1.5 million compared to the third quarter. Slide 7 shows corporate costs and other financial items. For the third quarter, corporate costs were favorable by $1.7 million when compared to the same period last year, driven by continued spend control. We expect corporate costs for full year 2021 to be approximately $22 million, which is an improvement from our previous guidance of $23 million. Interest and other income and expense are now projected to be approximately $15 million for the full year, higher than our previous guidance of $11 million. The increase is driven by the recently executed bond offering of $500 million, which was used to finance the Jacob Holm acquisition, as well as to pay down our existing revolver borrowings. Our tax rate for the third quarter was 27% lower than previously expected and driven by the release of certain tax valuation allowances. We expect the fourth quarter tax rate to be approximately 42%, while our full-year 2021 tax rate is estimated to be between 38% and 40%, in line with our previous guidance. With regard to guidance on our new spunlace segment, which is how we will be referring to and reporting results for the Jacob Holm acquisition. For the two remaining months of the fourth quarter under Glatfelter's ownership, we expect shipments to total approximately 13,000 metric tons and operating profit to be approximately $1 million. This includes D&A of approximately $3.5 million. Please note these estimates are subject to change upon completion of purchase accounting. Slide 8 shows our cash flow summary. Third quarter year-to-date adjusted free cash flow was higher by approximately $9 million, mainly driven by lower working capital usage. We expect capital expenditures for the year to be approximately $30 million to $35 million including the two months for Jacob Holm. Depreciation and amortization expense is projected to be approximately $63 million including Jacob Holm. Slide 9 shows some balance sheet and liquidity metrics. Our leverage ratio decreased to 2.8 times as of September 30, 2021 versus 3.0 times at the end of June, but higher compared to year-end 2020, mainly driven by the Mount Holly acquisition. Our pro forma leverage including the recent bond offering and Jacob Holm financials, synergies and transaction costs is approximately 4 times. We still have ample available liquidity of more than $280 million. Looking ahead, we're optimistic about the prospects for the business as we continue building the new Glatfelter. Demand for Composite Fibers products is expected to remain robust in most categories and we expect that to continue for the foreseeable future. Our most recent pricing actions were implemented to mitigate additional inflation and should be a meaningful contributor to earnings during the fourth quarter. Airlaid Materials demand is steadily improving to pre-COVID levels as wipes and tabletop significantly improved in the third quarter, while destocking in the hygiene products is beginning to abate. Our continued aggressive stance on cost control is contributing to maintaining an efficient cost structure, thereby improving EBITDA and free cash flow. And we have significant value creation opportunities as we continue to optimize Mount Holly and begin the integration process for Jocob Holm. So we're building scale and momentum as we accelerate the pace of expansion for the new Glatfelter. This concludes my closing remarks. ","qtrly adjusted earnings per share from continuing operations $0.21. " "These factors are detailed in the company's financial reports. You should also note that we will be discussing our consolidated results using core performance measures, unless we specifically indicate our comments relate to GAAP data. Our core performance measures are non-GAAP measures used by management to analyze the business. For the first quarter, the largest difference between our GAAP and core results stemmed from noncash mark-to-market gains associated with the company's currency hedging contracts. With respect to mark-to-market adjustments, GAAP accounting requires earnings translation hedge contracts and foreign debt settling in future periods to be mark-to-market and recorded at current value at the end of each quarter even though those contracts will not be settled in the current quarter. For us, this increased GAAP earnings in Q1 by $308 million. To be clear, this mark-to-market accounting has no impact on our cash flow. Our currency hedges provide us -- protect us economically from foreign exchange rate fluctuations and provide higher certainty for our earnings and cash flow, our ability to invest for growth and our future shareholder distributions. Our non-GAAP or core results provide additional transparency into operations by using a constant currency rate aligned with the economics of our underlying transactions. We're very pleased with our hedging program and the economic certainty it provides. We received $1.7 billion in cash under our hedge contracts since their inception more than five years ago. A reconciliation of core results to the comparable GAAP value can be found in the investor relations section of our website at corning.com. You may also access core results on our website with downloadable financials in the interactive analyst segment. We encourage you to follow along. They're also available on our website for downloading. Today, we reported a strong start to what we expect to be an outstanding year. For the first quarter, we grew sales 29% year over year to $3.3 billion. We grew earnings per share by 125% to $0.45. Free cash flow of $372 million builds on the momentum we established in the second half of 2020. All five of our segments delivered double-digit sales and net income growth year over year, with sales growth rates ranging from 15% for display to 38% for environmental. But last year was an easy compare. So I think it's worth noting that total company sales are up 14% since the first quarter of 2019. No question, we're in a strong position. I'll frame my remarks around three points. First, invention is fundamental to our long-term strategy. Through our relentless commitment to R&D, we developed category-defining products that transform industries and enhance lives. Second, as we partner closely with our customers to move their industries forward, we unlock new ways to integrate more Corning content into their ecosystems. This is a powerful growth mechanism. And finally, we continue to build a stronger, more resilient company, one that is committed to rewarding shareholders while supporting our customers, our people and our communities. Now let me expand on my first point. We're living in a world that Corning anticipated exactly a decade ago in our video, A Day Made of Glass. It's a world where technology underpins every facet of human life; a world of communication and connection, where massive bandwidth facilitates real-time information and on-demand connections and people stay connected through a virtual environment that is literally at their fingertips. Let's think about what it means as displays and touchscreen devices make their way to the very center of daily life. The demands we're putting on today's screens and the expectations we have for tomorrow's imply a very specific set of properties. The requirements for precision glass and ceramics become more and more exacting. We need a material that is strong, yet thin and lightweight, flexible and conformable, durable, damage-resistant and impermeable, stable enough to withstand hostile weather, extreme temperatures and cleaning agents. It needs to be touch-friendly and look elegant. It must scale for very large applications and yet be useful in the palm of your hand or on your wrist. The material must also be operable with a world of technical capabilities that lie just below the surface, enabling complex electronic circuits and nano scale structure. And it must be mindful of the environment. When it comes to the critical components that enable high-technology systems in multiple markets that we serve, the bar just keeps getting higher. This leads to a world where precision glass and ceramics win. And we have been winning. When we examine the growth in all our business today, we see key trends converging around our capabilities at a very exciting pace. In short, we're vital to progress. We succeed through sustained investments in R&D and years of material science and process engineering knowledge. Everything begins with our cohesive portfolio. Corning is one of the world's most proficient innovators in materials science. We combine our unparalleled expertise in glass science, ceramic science and optical physics with our proprietary manufacturing and engineering platforms to develop category-defining products that transform industries and enhance lives. Today, our inventions clean the air we all breathe, connect people to information and each other, provide the window through which we access information and entertainment. And they help facilitate the discovery and delivery of new medicines. And we're building in each of these areas. We're helping our customers move toward a world with nearly infinite and ubiquitous bandwidth; with large lifelike displays, where cars are cleaner, autonomous and connected; where medicines are individualized, effective and safe; and where you can do more right from your mobile device, protected by cover materials that can withstand even greater reviews. That leads me to my second point. As we work closely with our customers to advance these visions, we find ways to solve their toughest technology challenges. Our probability of success increases as we apply more of our world-class capabilities, and our cost of innovation declines as we reapply talent and repurpose our existing assets. As we apply our focused portfolio, we invent solutions that add even more value to our customers' offerings, and this provides a powerful growth mechanism. We aren't exclusively relying on people just buying more stuff. We're putting more Corning into the products that people are already buying. Now through that lens, let's look at our progress across our market access platforms. In mobile consumer electronics, we continue to help transform the way people interact with and use their devices. And we are capturing significant growth by increasing the value we offer on each of those devices. As we advance state-of-the-art for cover materials, we drive sustained outperformance across up and down markets. We've grown specialty sales every year from 2016 to today despite smartphone unit sales being roughly flat or down each year. Over that five-year period, we've added more than $750 million in sales on a base of more than $1 billion. Fast Company recently recognized our achievements in this space. Noting both Ceramic Shield and Gorilla Glass Victus, the magazine named Corning, The Most Innovative Company in Consumer Electronics for 2021. We see a similar growth story playing out in automotive since 2017, the peak year for car sales. Our auto sales are up more than 40%, while global car sales are down 20%. We're helping customers navigate an industry that is expected to change more in the next 10 years than it has in the past 50. And as we do, we're working to capture and expand $100 per car content opportunity across emissions, auto glass solutions and other technical glass products, including our patented 3D ColdForm technology. We were thrilled to see the world premier event for the all-electric EQS for Mercedes. Its hyper screen features a Gorilla Glass cover almost five-feet wide. We've also launched a new generation of GPS. They're helping vehicles, including hybrids, achieve even lower levels of fine particulate emissions. And they're helping us exceed a $500 million GPF business ahead of our original time frame. In life sciences, we are delivering growth on two fronts. First, demand is growing based on COVID-19 vaccines and diagnostics. Second, we're becoming increasingly relevant as we help the industry move toward cell- and gene-based therapies, and that shift translates into more of our content per drug sold. Looking longer term, we're making significant strides toward building a valor glass franchise, addressing a multibillion-dollar content opportunity in pharmaceutical packaging markets. We doubled valor vial production in Quarter 1 versus Quarter 4. And to date, the company has shipped enough valor vials for hundreds of millions of doses of COVID-19 vaccines. Corning also expanded its agreement with the U.S. government to boost capacity for vials to $261 million, a $57 million increase from our initial June 2020 agreement. We're leveraging our competitive advantages to deliver stable returns. I'm pleased to note that in Quarter 1, we experienced the most favorable first-quarter pricing environment in more than a decade. And we announced a moderate increase to our display glass substrate prices for the second quarter. Stepping back, we are the lowest-cost producer of display glass, which makes us significantly more profitable than our competitors. Our superior products, innovation capabilities and deep customer relationships enable us to maintain our leadership position. And our flexible fusion manufacturing platform allows us to match operating capacity with demand. Meanwhile, the emergence of Gen 10.5 has given us a unique opportunity. Demand for large-sized TVs continues to grow. 75-inch sets were up more than 60% last year. These TVs are most efficiently made on the largest fabs, and Corning is well-positioned to drive more content into the market in 2021 with its Gen 10.5 plants in China. Finally, let's look at optical. I'm energized by the outlook for this business. We gauge the market by three indicators. First is network need, and we can all see that demand on the network is only increasing. Second is customer statements. Broadly, network operators are making encouraging announcements on capital investment for 5G and hyperscale data center deployments. And there's also good news on fiber to the home. AT&T's CEO, John Stankey recently said that fiber underpins the connectivity we deliver, serving both wired and wireless. His company announced plans to increase its fiber-to-the-home footprint by an additional 3 million customer locations across more than 90 metro areas in 2021. Verizon CFO Matt Ellis said the fiber serves as the critical backbone to our 5G deployment. Our commitments with our vendor partners, such as Samsung, Nokia, Ericsson, and Corning, represent key strategic agreements to drive innovation in 5G. And finally, the third indicator that we watch is our order book. We're seeing orders and sales increase. And we're also seeing multiple governments starting to shape policy that asserts broadband is a basic right. They're developing action plans to take optical solutions to many more homes. The White House is calling for more than $120 billion to bring high-speed Internet to every American. Just looking at the two biggest efforts, the Rural Opportunity Development Fund and the President's Infrastructure Plan, we see a multibillion-dollar opportunity for Corning. launched its GBP 5 billion Project Gigabit. The plan is to bring next-generation broadband to more than 1 million hard-to-reach homes and businesses. And the European Commission is calling for EUR 135 billion to support the rollout of rapid broadband services to all regions and households starting in 2021. In addition, we remain the unquestioned technology and market leader. We consistently create new products and extend our lead by delivering solutions that help our customers realize their network visions faster, better and cheaper. Simultaneously, we're driving productivity improvements to increase capacity and lower our cost. In total, we're feeling very good about optical. So I've talked about how we invest to create and make innovations that solve tough challenges, deliver for our customers and grow. Now I want to add on my final point. As we effectively build our strength as a company, we will continue to reward our shareholders. The strength of our businesses results in significant cash generation. Our first priority is to invest for growth. And we are committed to return excess cash to shareholders in the form of dividends and opportunistic buybacks. In the first quarter, we announced a 9% increase to our dividend. And earlier this month, we seized a great opportunity to resume share buybacks. Through our recent transaction with Samsung display, we repurchased 4% of our outstanding shares. This is a great deal for our shareholders, and it's great news for Corning that Samsung retained a 9% long-term ownership stake in the company. We see their investment as validation of Corning's innovation road map and the value of our capabilities. As we look ahead, this only adds to our confidence. Shifting to a broader view of our stakeholder base, we are committed to sharing resources and leadership on a range of important issues. We continue to support vital human services and emergency relief in our communities around the world. Our Office of Racial Equality & Social Unity has made significant strides. In North Carolina, we've established a five-year partnership with N.C. A&T, the largest historically black university in the United States to provide scholarships through 2026. The funding focuses on enhancing STEM education, helping students become community classroom teachers and boosting the number of graduates in other fields critical to the nation's workforce. In New York, we're providing hands-on support on police reform. We're also energized around our sustainability efforts. EPA has once again named Corning an ENERGY STAR Partner of the Year. Recently, Verizon publicly recognized our sustainable practices. And I am pleased to announce that we'll publish our first sustainability report in the coming months. On all dimensions, Corning is operating exceptionally well, and our capabilities are vital to progress on multiple fronts. We're succeeding at building a stronger, more resilient company. And I look forward to updating you on our progress throughout the year. I am pleased to reiterate that Corning had another excellent quarter. We closed 2020 with strong momentum and built on that momentum by delivering sales, earnings per share and cash flow above our expectations. We are off to a great start, and we expect that strong demand and positive momentum to continue throughout the year. Now let me walk you through our first-quarter performance. Sales were $3.3 billion, which translates to a year-over-year increase of 29%. We posted double-digit sales and net income growth year over year across all of our segments. Environmental technologies and specialty materials delivered particularly strong year-over-year growth, posting sales increases of 38% and 28%, respectively, and net income gains of 111% and 78%, respectively. Optical communications posted its second quarter of year-over-year growth, and we expect to see that trend continue. And notably, display experienced the most favorable first-quarter pricing environment we've seen in more than a decade. During the quarter, multiple events disrupted global supply chains. Like many other companies, we experienced elevated freight and logistics costs across our businesses, and we expedited shipments to meet our customers' expanding demand. This ultimately reduced profits by approximately $50 million. As a result, our margins were below normalized levels. This was most pronounced in our environmental technologies, optical communications and display businesses. We will continue to do what it takes to deliver for our customers. But we'll also take steps to mitigate these costs, and we expect to see them begin to decline in the second quarter and normalize longer term. Operating margin was 17.1%. That's an improvement of 730 basis points on a year-over-year basis. We grew operating income 125% year over year. EPS came in at $0.45, which is more than double year over year. Free cash flow of $372 million was up $691 million versus first-quarter 2020, and it equates to 39% of our 2020 total. This adds to our confidence that we will generate significantly more free cash flow than 2020. So even with the disruptions from the Suez to storms, to continued COVID challenges, it was a very strong quarter. Now let's take a closer look at the performance of each of our businesses. In display technologies, first-quarter sales were $863 million, up 3% sequentially and up 15% year over year. Net income was $213 million, up 40% year over year. Now net income declined slightly sequentially because of the timing and flows of incentives associated with expansions in China. Corning's volume grew by a low single-digit percentage sequentially, and Q1 sequential prices remain consistent with Q4 levels. Now we continue to see strong in-market demand. Retail demand for large-sized TVs and IT products, including notebook PCs, are both on track for another year of double-digit growth. As a reminder, growth in large-sized TVs is the most important driver for us as we are well-positioned to capture that growth with Gen 10.5, which is the most efficient gen size for large TV manufacturing. Panel makers are running at high utilizations, and glass demand is robust. And we continue to expect the glass market to grow by a mid-single-digit percentage in 2021. Against this backdrop, issues at our competitors have created glass shortages in an already tight supply environment. Our primary operational focus is to supply our customers' demand. Corning experienced the most favorable first-quarter glass pricing environment in more than a decade. And we have increased cost in logistics, energy, raw materials and other operational expenses. As a result, we are moderately increasing glass prices in the second quarter. We believe the pricing environment will remain favorable going forward. Three factors will continue to drive this. First, we expect glass supply to remain short to tight in the upcoming quarters. Second, our competitors continue to face profitability challenges at current pricing levels. And third, display glass manufacturing requires periodic investments in existing capacity to maintain operations. Looking ahead, we expect that glass supply will continue to be short to tight, and we will continue to partner with our customers to maximize our glass supply. In optical communications, first-quarter sales were $937 million, up 18% year over year. Sales were up in both enterprise and carrier networks, driven by the accelerated pace of data center builds and increased capital spending on network capacity expansion and fiber-to-the-home projects. Net income was $111 million, up 283%. The improvement was driven by incremental volume and strong cost performance. There are some extremely encouraging announcements coming from leading network operators, as well as governments around the world that point to the start of a strong investment phase across the industry. Clearly, there is a lot of excitement surrounding network deployment and optical fiber's role in delivering both basic and next-generation services to end customers. We are well-positioned to capture a significant amount of that upside in the market. Corning is the industry leader and the only large-scale end-to-end manufacturer of optical solutions, which allows us to innovate on important dimensions not available to competitors. This puts us squarely at the center of growth trajectories in fiber to the home, 5G and hyperscale data centers. We've returned to growth in optical communications, and we remain confident that we will continue to grow. In environmental technologies, first-quarter sales were $441 million, up 38% year over year. Net income was $74 million, up 111% year over year. Diesel sales grew 44% year over year, driven by customers continuing to adopt more advanced after-treatment in China and by a stronger-than-expected North America heavy-duty truck market. Automotive sales were up 34% year over year as the global auto market improved and GPF adoption continued in Europe and China. And we are well on our way and ahead of our original time frame to build a $500 million gas particulate filter business. European regulations are in full effect, and adoption in China continues as China's 6a implementation of the regulations began during the first quarter. In specialty materials, first-quarter sales of $451 million were up 28% year over year due to strong demand for premium cover materials, strength in the IT market and demand for semiconductor-related optical glasses. Net income was $91 million, up 78% from 2020 as a result of higher sales volumes and lower manufacturing costs. Connectivity and computation continues to grow in importance, creating strength and resilience in the smartphone, IT and semiconductor markets. And we outperformed that strong market. Our premium glasses and surfaces supported new phones and IT launches, including more than 25 smartphones and 12 laptops and tablets featuring Gorilla Glass. And we are capturing high demand for our industry-leading advanced optics materials, which are essential for deep and extreme ultraviolet or EUV lithography. In 2020, EUV systems accounted for more than 30% of all semiconductor lithography equipment expenditures. Our customers believe these systems will grow significantly over the next five years. So we see growth for our semiconductor-related materials well beyond resolution of the current and well-publicized capacity tightness. Life sciences first-quarter sales were $300 million, up 16% year over year and 9% sequentially, driven by continued strong demand for diagnostics, growth in bioproduction and recovery in lab research markets. Net income was $48 million, up 26% year over year and 14% sequentially, driven by the higher sales and solid operating performance. Now I'd like to turn to our commitment to financial stewardship and capital allocation. Our fundamental approach remains the same. We will continue to focus our portfolio and utilize our financial strength. We generate very strong operating cash flow, and we expect to continue going forward. We will continue to use our cash to grow, extend our leadership and reward shareholders. Our first priority for our use of cash is to invest in our growth and extend our leadership. We do this through RD&E investments, capital spending and strategic M&A. Our next priority is to return excess cash to shareholders in the form of dividends and opportunistic share repurchases. In February, we announced a 9% increase to our quarterly dividend. In April, share -- we resumed share buybacks by repurchasing 4% of our outstanding common shares from Samsung display. We are pleased that Samsung will remain a significant shareholder. Their ownership demonstrates confidence in the value of Corning's capabilities, our ongoing technology collaborations and our combined innovation leadership. The repurchases will be immediately accretive to earnings per share starting in Q2. We will remain opportunistic during the year surrounding additional share repurchases. In closing, we had an excellent quarter relative to both 2020 and to 2019. Demand is high across our businesses. Our more Corning strategy is working, and we are operating very well with all segments growing year over year. We are growing our top and bottom line and generating strong free cash flow. For the second quarter, we expect core sales of $3.3 billion to $3.5 billion and earnings per share of $0.49 to $0.53. And for the rest of the year, we expect that momentum to continue. I look forward to sharing our progress with you as the year goes on. With that, let's move to Q&A. Operator, we're ready for the first question. ","sees q2 core earnings per share $0.49 to $0.53. q1 core earnings per share $0.45. sees q2 core sales $3.3 billion to $3.5 billion. display technologies, first-quarter sales were $863 million, up 3% sequentially and 15% year over year. optical communications, first-quarter sales were $937 million, up 18% year over year. anticipates strong demand and positive momentum across its businesses to continue throughout 2021. corning - continuing to innovate to reduce cost and speed deployment of 5g, hyperscale data centers, and fiber-to-home. expects freight & logistics costs will normalize longer term and will begin to decline in q2 as co takes mitigating actions. " "These factors are detailed in the company's financial reports. You should also note that we will be discussing our consolidated results using core performance measures, unless we specifically indicate our comments relate to GAAP data. Our core performance measures are non-GAAP measures used by management to analyze the business. Reconciliation of core results to comparable GAAP value can be found in the investor relations section of our website at corning.com. You may also access core results on our website with downloadable financials in the interactive analyst center. We encourage you to follow along. They're also available on our website for downloading. Today, we reported third quarter results demonstrating that the company is strong, financially healthy and well positioned for growth. Sales were $3 billion, up 16% sequentially. EPS grew 72% sequentially to $0.43, as higher sales and strong manufacturing execution resulted in operating margin expanding to 18.3%, up 710 basis points sequentially and 20 basis points year-over-year. We generated $518 million of free cash flow and finished the quarter with $2.5 billion in cash. Our financial performance has improved significantly since April, and we expect a strong fourth quarter. Nevertheless, we remain vigilant and continue to adapt appropriately to multiple disruptive forces playing out around the world from the pandemic, the civil unrest to recession and geopolitical struggles. We've been rising to the challenges since day one, and our priorities remain clear. First, we must make our values evident in our actions. Our commitment to the health, safety, and well-being of our employees underlines every facet of our operations. We're dedicating resources and providing leadership to support our communities around the world. We've launched Unity campaigns as well as racial and social equality programs targeting the multitude of hardships people are confronting right now. And when it comes to the global health fight, we're all in, mobilizing our capabilities to combat the virus directly. We must also safeguard our financial health. Our third-quarter results show that our decisive actions are providing clear benefits as we leverage cost savings and increase efficiencies across the company. Regardless of the depth or duration of global uncertainty, we're doing everything in our power to keep the company strong, and it's working. Now to ensure that we emerge even stronger, we're continuing to invest to create additional revenue streams. We're inventing new-to-the-world materials and manufacturing processes as well as co-innovating new solutions in partnership with our customers. The relevance of our portfolio puts Corning at the heart of ongoing innovation with industry leaders, and we continue to solve our customers' toughest technology challenges. You may have seen Apple's recent promotion of ceramic shield for the iPhone 12. Their featuring are new-to-the-world material, which is the world's first, highly transparent color-free glass ceramic with performance that meets the rigorous demands put on smartphone cover materials. This latest innovation with Apple exemplifies our ongoing strategy of consistent, long-term value creation by combining our deep expertise in glass science, ceramic science and optical physics with our unparalleled manufacturing and engineering capabilities. Ceramic shield melds the attributes that we love about glass, create optics and retain strength with the attributes we love about ceramics, most notably, it's toughness. Ceramics shield consist of ceramic crystals within a glass matrix. There were two big inventions here. The first was keeping the best damage-resistant attributes of both glass and ceramics. The second was ensuring high optical transparency by growing index-matched nanocrystals inside the glass matrix that are one-tenth the wavelength of late. As you recall, Apple made two investments in Corning, totaling $450 million, as part of their advanced manufacturing fund and their commitment to foster innovation among American manufacturers. We could not be prouder to be a key component in the iPhone 12. Now, it's important to note the iPhone 12, and many other flagship phones that we are also proud to be part of, support 5G. 5G matters to us. The density of fiber necessary to deliver its promise is yet another example. You've seen us illustrate that up to 100x more fiber is required to deploy 5G in a city than 4G. This week, we announced a new product design to help operators dramatically boost the speed and reduce the cost of their outdoor deployments. And we're embarking on new work to support Verizon's efforts to extend 5G indoors. The relevance of our portfolio and our deep customer relationships, as illustrated by these advancements, keep us at the center of the inexorable shift to optical. Stepping back, in all the industries we serve, important market trends offer new challenges. The Corning is uniquely qualified to address and new opportunities to integrate more Corning content into products. This is an especially powerful value creation lever in times of economic uncertainty, because we aren't exclusively relying on people buying more stuff. We're putting more Corning into the products that people are already buying. We are clearly seeing the benefits of this lever in today's results as innovation adoption drove specialty materials sales up 23% year-over-year despite a declining smartphone market. This type of outperformance is not unique. From 2016 to 2019, we added $500 million in sales, or 42% cumulatively, while smartphone sales actually went down. And we're extending that growth streak this year. In environmental technologies, we grew sales 16% in 2019, much faster than the underlying unit demand as automakers added gas particulate filters to cars. And we, again, saw outperformance this quarter with sequential sales up 68%. These are additional examples of the more Corning strategy at work and why the content story is so powerful for us. I want to stress one additional point. You often hear us say that our core technologies enable life-changing capabilities. In these times, we're increasing focus on life-saving innovations. Safe widespread vaccine delivery is one of society's top priorities, and glass packaging is critical. Our Valor innovation will help enable faster filling line speeds and increased patient safety. Right now, we're expanding capacity and supplying glass vials for vaccines as part of operation work speed, all while leveraging our leadership in life sciences to help support COVID diagnostic testing and virus research efforts. Additionally, reduced fine particulate pollution, the objective of our filtration products, appears to be helpful for reducing infection rates. And we're excited about recent university lab test, showing that our guardian antimicrobial glass particles, kill bacteria and viruses, including SARS-COV2. We're also well-positioned to contribute as consumers continue to adapt to a world with social distancing. For example, fiber increases the capacity and performance of networks, and glass provides the primary window to information and entertainment. We're confident that we can bring further innovations to bear in many vital areas as the world addresses and recovers from these current challenges. Overall, we had a very strong quarter on almost every dimension. From an innovation perspective, I just reviewed our significant advancements. Financially, we grew sales at double-digit rate sequentially and expanded margins to grow profitability even faster. Operationally, we performed well, and I'd like to share a few examples. In the midst of the pandemic, we deployed expert engineering teams to start-up our Gen 10.5 melting operations in both Wuhan and Guangzhou. These facilities are positioning on us well to capture the fast-growing demand for large TVs. In mobile consumer electronics, we successfully scaled up a new-to-the-world manufacturing process and product to meet Apple's iPhone launch. In automotive, we flexed our operations to adjust to the fast pace ramp-up at OEMs after they significantly reduced production in Quarter 2. In optical communications, we successfully adjusted our cost to the current market environment, resulting in significant profitability expansion, despite flattish sales, on a quarter-over-quarter basis. We also remain vigilant in our actions to safeguard the company's financial strength. We're proud of our execution, especially given the current global uncertainties. Clearly, our employees around the world are dedicated to living our values and giving their best every day. We had a very strong third quarter. As Wendell highlighted, we executed effectively, and we bolstered our healthy balance sheet despite the ongoing macroeconomic challenges. Sales growth and cost actions led to strong sequential margin expansion, further demonstrating that our operational adjustments are working. We've made significant adjustments to align our cost and operating plan with the lower anticipated sales. In total, Corning continues to demonstrate that it has the resources to deliver on our commitments and extend our leadership as we continue to focus on operational excellence, cash flow generation, and prudent capital allocation. Before I get into the details of our performance and results, I want to call out the changes at Hemlock during Q3 and cover the differences between GAAP and core results. On September 9, Hemlock Semiconductor group redeemed DuPont's 40.25% ownership interest in the company, which transformed Corning's longtime ownership in Hemlock into a majority position. In the second transaction, Hemlock purchased certain manufacturing assets from DuPont and gained control of a critical raw material, thereby becoming a leading, low-cost producer of ultra-pure polysilicon to the semiconductor industry. Hemlock's leadership position is backed by attractive the long-term take-or-pay customer contracts with upfront payments. Now, we're very excited about these transactions. They are good for Hemlock, good for Corning, and good for our shareholders. We didn't put any money into the transaction, and Hemlock generates a lot of cash so its debt is mostly paid back in one year. Corning improves its financials by adding sales and earnings. In the third quarter, we recognized $31 million of sales from the newly consolidated Hemlock. And Hemlock will add approximately $150 million in annual cash flow. Please see our web disclosure for helpful consolidation details. Now on to GAAP. The largest differences between our third-quarter GAAP and core results are a noncash gain associated with the Hemlock transaction, ongoing restructuring charges, which are primarily noncash, and a mark-to-market adjustment for our currency hedge contracts. Now with respect to the mark-to-market adjustments, GAAP accounting requires earnings translation hedge contracts and foreign debt settling in future periods to be mark-to-market and recorded at current value at the end of each quarter even though those contracts will not be settled in the current quarter. For us, this reduced GAAP earnings in Q3 by $103 million. To be clear, this mark-to-market accounting has no impact on our cash flow. Our currency hedges protect us economically from foreign exchange rate fluctuations and provide higher certainty for our earnings and cash flow, our ability to invest for growth, and our future shareholder distributions. Our non-GAAP or core results provide additional transparency into operations by using a constant-currency rate aligned with the economics of our underlying transactions. We're very pleased with our hedging program and the economic certainty it provides. We've received $1.7 billion in cash under our hedge contracts since our inception more than five years ago. Now, I'll walk through our third quarter performance. At the outset of the pandemic, we committed to preserving our financial strength and positioning the company to emerge even stronger. In Q1 and Q2, we told you we were responding to economic uncertainty by making significant operational adjustments. We said we reduced cost and capital spend to align with lower anticipated sales. And while ramping down production and reducing inventory impacts margins, we said that when sales growth resumed, we expect improved profitability. Now, looking at the third quarter, we grew 16% -- sales grew 16% sequentially to $3 billion, and our operating margin expanded by 710 basis points sequentially, to 18.3%. This resulted in net income of $380 million and earnings per share of $0.43, up 72% sequentially. We also said we would maintain a strong cash balance and generate positive free cash flow for the year. In the third quarter, free cash flow grew to $518 million, cumulative free cash flow for the first three quarters was $484 million. We ended the quarter with a cash balance of $2.5 billion and expect to generate additional positive free cash flow in the fourth quarter as we continue to reduce cost, control inventory and execute well overall. As a result, I'm confident that we will succeed on our free cash flow goals. These actions -- the actions we're taking are clearly working. We have delivered great operational improvements, which started to show results in Q2, and really accelerated in Q3. We expect the benefit of these actions to continue in Q4, contributing to another strong quarter. Now, let's review the business segments. In display technologies, third quarter sales were $827 million, up 10% sequentially, and net income was $196 million, up 29% sequentially. Display glass volume grew approximately 10% sequentially, as panel makers increase utilization, resulting in strong incrementals. Sequential price declines were moderate, as expected. From an end-market perspective, it appears that the impact from COVID-19 has been a positive. In developed markets, consumers are prioritizing in-home entertainment. Globally, work and study from home trends are growing. This is increasing demand for TV and IT products. On the other hand, smartphone demand has been down. In total, the retail market, as measured in square feet of glass, is up mid-single digits year-to-date through August. Of course, the upcoming holiday retail season will be a big factor in how the market actually plays out for the full year. Longer term, we remain confident that TV screen size will continue to grow. TVs at 65 inches or larger grew 40% year-to-date through August. And we are well positioned to capture the majority of that growth with Gen 10.5, which is the most efficient gen size for large TV manufacturing. We continue to expect display pricing to decline by a mid-single-digit percentage in 2020. We believe that three factors drive a favorable glass pricing environment: First, we expect glass supply/demand to be balanced to tight. For Corning, we are ramping our Gen 10.5 tanks to align with panel makers' schedules. Second, our competitors continue to face profitability challenges at current pricing levels. And third, display glass manufacturing requires periodic investments in existing capacity to maintain operations. Glass prices must support acceptable returns on those investments. In optical communications, third-quarter sales grew 10% sequentially to $909 million, as carrier spending and deployments remain stable and enterprise sales grew slightly. Net income grew by $34 million or 42% to $115 million, driven by improving cost performance. Looking forward, demand on the network is at an all-time high, and we are seeing positive statements on capacity expansion from network operators. Currently, COVID-related factors hampered the ability to invest broadly in networks, and operators are focusing efforts on addressing capacity bottlenecks. We believe operators will begin additional investments to reestablish normal network headroom and expand offerings. Large-carrier and enterprise capital projects are inevitable. But as we've said before, it's always hard to predict the timing. Environmental technology sales in the third quarter were $379 million, up 68% sequentially as markets recovered and OEMs continued to adopt GPS in Europe and China. We effectively adjusted our operations to pace with the market recovery and delivered net income of $69 million, compared to breakeven in the second quarter. The business team did a great job over the last six months in reacting to the rapid shutdown and restart of auto production by controlling cost and maintaining flexibility. Automotive sales increased 1% year-over-year as continued strong adoption of GPS helped us exceed vehicle production, which declined 6% year over year. In the quarter, we saw continued strong market performance in China, up slightly year over year. North America and European OEMs more than doubled production sequentially, but declined 5% on a year-over-year basis. Diesel sales improved 49% from the second quarter, but we're still down 15% year-over-year. The North American heavy-duty truck market improved, but remains in a cyclical downturn with vehicle production down 46% year-over-year. Third-quarter sales of heavy-duty vehicles in China, however, continue to exceed 2019 levels, and adoption of advanced content increased in preparation for China 6 regulations. No doubt, this has been a challenging year for our automotive market access platform. However, we are recovering faster than the market due to increasing content, primarily GPS and advanced heavy-duty products. Our content-driven strategy continues to drive strong results. Specialty materials sales were $570 million in the third quarter, up 23% year-over-year and in sharp contrast to the smartphone market, which declined. Net income grew 59% year over year to $146 million. Sales growth was driven by Ceramic Shield, our new-to-the-world glass ceramic on the iPhone 12 as well as premium glass sales, IT and tablet glass sales in support of work from home trends, and strength in our advanced optic products. In brief, strong adoption and commercialization of our innovations produced strong year-over-year results for the third quarter for specialty materials, and we expect that to be true for full year 2020 as well. In life sciences, North America lab utilization is increasing, and the pandemic is driving demand for laboratory diagnostic test in consumables. As a result, we are seeing increased demand for our products. In July, we carried out our long-term plan to ramp a new, larger distribution center needed to support our growth and enhance our ability to address our customers' increased needs around the world. Starting up this center in the middle of a pandemic proved to be more difficult than we expected, which constrained third-quarter sales. Sales declined 8% sequentially. Net income declined 10%, in line with the lower volume. We have added resources where required implemented recovery plans and are confident that operations will support the required output in Q4. As a result, we expect strong sequential life science growth in the fourth quarter. Now, I'll turn to our balance sheet and our dedication to financial stewardship. As I mentioned at the outset of the pandemic, we committed to preserving our financial strength and positioning the company to emerge even stronger. I've discussed the operational improvements we've implemented and our strong free cash flow generation. It is also important to note that we continue to maintain a conservative balance sheet with a strong cash position that ended the quarter at $2.5 billion. And we have a debt structure that is conservative by design and relatively unique. Today, our average debt maturity is about 25 years, the longest in the S&P 500. Over the next 15 months, we have under $70 million coming due. Less than half of our total debt is due within the next 20 years. And during this time, there is no single year with debt repayment over $500 million. Our balance sheet is built for times like these. As I've previously mentioned, we expect to generate positive free cash flow in the fourth quarter and for the year. We also expect to maintain a strong cash position and to maintain our dividend. We have the financial resources needed for the duration of the economic slowdown. In closing, we demonstrated outstanding operational performance in the quarter with significant sequential improvement in sales, net income, earnings per share and free cash flow. We are successfully carrying out the operational and financial goals we set up to stay strong during the crisis. We expect another solid quarter to end the year. We remain aware of potential impacts from the pandemic, the global recession, civil unrest, and geopolitical tensions. Regardless of how long or what shape the recovery takes, Corning is effectively safeguarding its financial strength, our growth drivers are intact and we continue advancing important growth initiatives with leaders in industries we serve. We are confident that our execution and market leadership positions us to emerge from the current global uncertainty even stronger. With that, let's move to Q&A. We're ready for our first question. ","q3 core earnings per share $0.43. qtrly display technologies net sales were $827 million versus $793 million. qtrly optical communications net sales were $909 million versus $1,007 million. " "Joining the call today are Gary Coleman and Larry Hutchison, our co-Chief Executive Officers; Frank Svoboda, our Chief Financial Officer; and Brian Mitchell, our General Counsel. Some of our comments may also contain non-GAAP measures. In the second quarter, net income was $200 million, or $1.92 per share compared to $173 million or $1.62 per share a year ago. Net operating income for the quarter was $193 million or $1.85 per share, an increase of 12% per share from a year ago. On a GAAP reported basis return on equity as of June 30 was 9% for the first half of the year and 9.7% for the second quarter. Book value per share was $83.59. Excluding unrealized gains and losses on fixed maturities, return on equity was 12.4% for the first half of the year and 13.5% for the second quarter. In addition, book value per share grew 9% to $55.66. In our life insurance operations, premium revenue increased 9% from the year ago quarter to $728 million. As noted before, we have seen improved persistency and premium collections since the onset of the pandemic. Life underwriting margin was $179 million, up 11% from a year ago. The increase in margin is due primarily to the higher premium and lower amortization related to the improved persistency. For the year, we expect life premium revenue to grow between 8% to 9% and underwriting margin to grow 5% to 6%. In health insurance, premium revenue grew 4% to $296 million and health underwriting margin was up 16% to $74 million. The increase in underwriting margin was primarily due to improved claims experience and persistency. For the year, we expect health premium revenue to grow between 4% and 5% and underwriting margin to grow around 9%. Administrative expenses were $68 million for the quarter, up 10% from a year ago. As a percentage of premium, administrative expenses were 6.6% compared to 6.5% a year ago. For the full year, we expect administrative expenses to grow 8% to 9% and be around 6.7% of premium due primarily to increased IT and information security cost, higher pension expense, and a gradual increase in travel and facility costs. We experienced strong sales growth during the second quarter and we continue to make progress on agent recruiting. I will now discuss current trends at each distribution channel. At American Income Life, life premiums were up over the year ago quarter to $348 million and life underwriting margin was up 16% to $108 million. The higher underwriting margin is primarily due to improved persistency and higher sales in quarters. In the second quarter of 2020, sales were limited due to the onset of COVID. In the second quarter of 2021, net life sales were $73 million, up 42%. The increase in net life sales is primarily due to increased agent count and productivity. The average producing agent count for the second quarter was 10,478, up 25% from the year ago quarter and up 6% from the first quarter. The producing agent count at the end of the second quarter was 10,406. The American Income Agency continues to generate positive momentum. At Liberty National, life premiums were up 6% over the year ago quarter to $78 million, while life underwriting margin was down 16% to $16 million. The decline in underwriting margin is due primarily to higher policy obligations. Net life sales increased 67% to $18 million and net health sales were $6 million, up 52% from the year ago quarter due primarily to increased agent count and increased agent productivity. The average producing agent count for the second quarter was 2,700, up 13% from the year ago quarter, while down 1% from the first quarter. The producing agent count at Liberty National ended the quarter at 2,700. We continue to be encouraged by Liberty National's progress. At Family Heritage, health premiums increased 9% over the year ago quarter to $85 million and health underwriting margin increased 18% to $22 million. The increase in underwriting margin is due primarily to improved clients experience and improved persistency. Net health sales were up 41% to $19 million due to increased agent productivity. The average producing agent count for the second quarter was 1,220, down 2% from the year ago quarter and down 5% from the first quarter. The producing agent count at the end of the quarter was 1,171. The agency emphasized Asia productivity during the first half of the year. The focus is shifting more toward recruiting for the remainder of the year. In our direct-to-consumer division at Global Life, the life premiums were up 6% over the year ago quarter to $249 million and life underwriting margin increased 22% to $34 million. The increase in margin is due primarily to improved persistency. Net life sales were $42 million, down 14% from the year ago quarter. This decline was expected due to the extraordinary level of sales activity seen in the second quarter of last year during the onset of COVID. While sales declined from a year ago, we are pleased with this quarter's sales activity as it was 23% higher than the second quarter of 2019. At United American General Agency, health premiums increased 3% over the year ago quarter to $116 million and health underwriting margin increased 16% to $18 million. The increase in margin was due to improved loss ratios and lower amortization. Net health sales were $12 million, up 1% compared to the year ago quarter. It is still somewhat difficult to predict sales activity in this uncertain environment, but I will now provide projections based on trends we are seeing and knowledge of our business. We expect the producing agent count for each agency at the end of 2021 to be in the following ranges: American Income Life, 3% to 6% growth; Liberty National, 1% to 8% growth; Family Heritage, a decline of 1% to 9%. Net life sales for the full year 2021 are expected to be as follows: American Income Life, an increase of 13% to 17%; Liberty National, an increase of 26% to 32%; direct-to-consumer, a decrease of 10% to flat. Net health sales for the full year 2021 are expected to be as follows: Liberty National, an increase of 12% to 18%; Family Heritage, an increase of 4% to 8%; United American Individual Medicare Supplement, a decrease of 1% to an increase of 9%. We now turn to the investment operations. Excess investment income, which we define as net investment income less required interest on net policy liabilities and debt, was $60 million, a 2% decline from the year ago quarter. On a per share basis, reflecting the impact of our share repurchase program, excess investment income grew 2%. For the full year, we expect excess investment income to decline 1% to 2%, but to grow around 2% on a per share basis. In the second quarter, we invested $116 million in investment grade fixed maturities, primarily in the financial, municipal and industrial sectors. We invested at an average yield of 3.69%, an average rating of A, and an average life of 35 years. We also invested $72 million in limited partnerships that invest in credit instruments. These investments are expected to produce incremental yield and are in line with our conservative investment philosophy. For the entire fixed maturity portfolio, the second quarter yield was 5.24%, down 14 basis points from the second quarter of 2020. As of June 30, the portfolio yield was 5.23%. Invested assets are $19.1 billion, including $17.5 billion of fixed maturities at amortized cost. Of the fixed maturities, $16.7 billion are investment grade with an average rating of A- and below investment grade bonds are $764 million compared to $802 million at the end of the first quarter. The percentage of below investment grade bonds to fixed maturities is 4.4%. Excluding net unrealized gains in the fixed maturity portfolio, the low investment grade bonds as a percentage of equity was 13%. Overall, the total portfolio is rated A- compared to BBB+ a year ago. Consistent with recent years, bonds rated BBB are 55% of the fixed maturity portfolio. While this ratio is in line with the overall bond market, it is high relative to our peers. However, we have little or no exposure to higher risk assets such as derivatives, equities, residential mortgages, CLOs and other asset-backed securities. Because we invest long, a key criteria in utilizing our investment process is that an issuer must have the ability to survive multiple signposts. We believe that the BBB securities that we acquire provide the best risk-adjusted, capital-adjusted returns due in large part to our unique ability to hold securities to maturity regardless of fluctuations in interest rates or equity markets. Low interest rates continue to pressure investment income. At the midpoint of our guidance, we are assuming an average new money rate of around 3.45% for fixed maturities for the remainder of 2021. While we would like to see higher interest rates going forward, Globe Life can thrive in a longer lower for longer interest rate environment. Extended low interest rates will not impact the GAAP or statutory balance sheets under current accounting rules since we sell non-interest sensitive protection products. Fortunately, the impact of lower new money rates on our investment income is somewhat limited, as we expect to have an average turnover of less than 2% per year in our investment portfolio over the next five years. First, I want to spend a few minutes discussing our share repurchase program, available liquidity and capital position. The parent ended the second with liquid assets of approximately $545 million. This amount is higher than last quarter, because in June, the company issued a 40-year $325 million junior subordinated note with a coupon rate of 4.15%. Net proceeds were $317 million. On July 15, the company utilized the proceeds to call our $300 million 6.125% junior subordinated notes due 2056. The remaining proceeds will be used for general purposes. In addition to these liquid assets, the parent company will generate excess cash flows during the remainder of 2021. The parent company's excess cash flow, as we define it, results primarily from the dividends received by the parent from its subsidiaries less the interest paid on debt and the dividends paid to Global Life's shareholders. We anticipate the parent company's excess cash flow for the full year to be approximately $365 million. Of which, approximately $185 million will be generated in the second half of 2021. In the second quarter, the company repurchased 1.2 million shares of Global Life Inc. common stock at a total cost of $123 million at an average share price of $101.05. The total spend was higher than anticipated as we took advantage of the sharp drop in share price at the end of the quarter and accelerated approximately $30 million of purchases from the second half of the year to repurchase shares at an average price of $95.62. So far in July, we have spent $32 million to repurchase 343,000 shares at an average price of $93.81. Thus, for the full year through today, we have spent approximately $246 million to purchase 2.5 million shares at an average price of $97.96. Taking into account the liquid assets of $545 million at the end of the second quarter, plus approximately $185 million of excess cash flows that we are expected to generate in the second half of the year, less the $32 million spent on share repurchases in July and the $300 million to call our junior subordinated note, we will have approximately $400 million of assets available to the parent for the remainder of the year. As I will discuss in more detail in just a few moments, we believe this amount is more than necessary to support the targeted capital levels that's in our insurance operations and maintain the share repurchase program for the remainder of the year. As noted on previous calls, we will use our cash as efficiently as possible. We still believe that share purchases provide the best return or yield to our shareholders over other available alternatives. Thus, we anticipate share repurchases will continue to be a primary use of the parent's excess cash flows. It should be noted that the cash received by the parent company from our insurance subsidiaries is after they have made substantial investments during the year to issue new insurance policies, expand our information technology and other operational capabilities as well as acquired new long-duration assets to fund future cash needs. As we progress through the remainder of the year, we will continue to evaluate our available liquidity. If more liquidity is available than needed, some portion of the excess could be returned to shareholders before the end of the year. However, at this time, the midpoint of our earnings guidance only reflects approximately $120 million of share repurchases over the remainder of the year. Our goal is to maintain our capital at levels necessary to support our current rating. As noted on previous calls, Globe Life has targeted a consolidated company action level RBC ratio in the range of 300% to 320%. At December 31, 2020, our consolidated RBC ratio was 309%. At this RBC ratio, our insurance subsidiaries have approximately $50 million of capital over the amount required at the low end of our consolidated RBC target of 300%. This excess capital, along with the roughly $400 million of liquid assets we expect to be available at the parent, provide sufficient liquidity to fund future capital needs. As we discussed on previous calls, the primary drivers of potential additional capital needs from the parent company in 2021 relate to investment downgrades and changes to the NAIC RBC factors related to investments, commonly referred to as C1 factors. To estimate the potential impact on capital to changes in our investment portfolio, we continue to model several scenarios and stress tests. In our base case, we anticipate approximately $370 million of additional NAIC 1 notch downgrades. In addition, we anticipate full adoption by the NAIC of the new Moody's and NAIC C1 factors for 2021. Combined, our base case approximately $105 million of additional capital will be needed at our insurance subsidiaries to offset the adverse impact of the new factors and additional downgrades in order to maintain the midpoint of our consolidated RBC targets. Bottom line, the parent company has ample liquidity to cover any additional capital that may be required and still have cash available to make our normal level of share repurchases. As previously noted, we will continue to evaluate the best use of any excess cash that could remain, and we will consider returning a portion of any excess to shareholders before the end of the year. We should be able to provide more guidance on that in our call next quarter. At this time, I'd like to provide a few comments relating to the impact of COVID-19 on second quarter results. In the first half of 2021, the company has incurred approximately $49 million of COVID death claims, including $11 million in the second quarter. The $11 million incurred is $10 million less than incurred in the year ago quarter and is in line with our expectations for the quarter. The total COVID death benefits in the second quarter included $4.6 million incurred in our direct-to-consumer division or 2% of its second quarter premium income, $1.5 million incurred at Liberty National or 2% of its premium for the quarter and $3.5 million at American Income or 1% of its second quarter premium. At the midpoint of our guidance, we anticipate approximately 20,000 to 30,000 additional COVID deaths to occur over the remainder of 2021. As in prior quarters, we continue to estimate that we will incur COVID life claims of roughly $2 million for every 10,000 U.S. deaths. We are estimating a range of COVID death claims of $53 million to $55 million for the substantially unchanged from our previous guidance. Finally, with respect to our earnings guidance for 2021, in the second quarter, our premium persistency continued to be very favorable and was better than we anticipated, leading to greater premium, higher policy obligations and lower amortization as a percent of premium. At this time, we now expect lapse rates to continue at lower than pre-pandemic levels throughout the remainder of 2021, leading to higher premium and underwriting income growth in our life segment. We also increased the underwriting income in our health segment to reflect the favorable health claims experience we saw in the second quarter. Finally, the impact of our lower share price results in a greater impact from our share repurchases and results in fewer diluted shares. As such, we have increased the midpoint of our guidance from $7.36 to $7.44 with an overall range of $7.34 to $7.54 for the year ended December 31, 2021. Those are my comments. Those are our comments. ","sees fy operating earnings per share $7.34 to $7.54. q2 operating earnings per share $1.85. q2 earnings per share $1.92. for full year and at mid-point of our guidance, we estimate covid life claims will be between $53 million to $55 million. " "It's good to be with everyone today. I've had the chance to meet a number of team members across our stores, fulfillment centers, and home office, and I look forward to meeting more in the coming weeks and months. We appreciate how everyone is stepping up and embracing GameStop's new operating principles. Since you last heard from us in June, our refreshed board of directors and new management team have settled in. We now have unified leadership, fully focused on two long-term goals: delighting customers and delivering value for stockholders. In addition to focusing on long-term opportunities, we took a number of steps over the past quarter to fortify the company's infrastructure and technology. We are focused on positioning GameStop to scale while obsessing over competitive pricing, expansive selection, and fast shipping. Our actions included continuing to add technology talent across the organization, including individuals with experience in e-commerce, UI, UX, operations, and supply chain. We also continued to expand our fulfillment network by adding a 530,000-square-foot facility in Reno, Nevada. This new facility, which is expected to be operational next year, will position us to further expand selection and expedite shipping. With this addition, the company's fulfillment network will span both coasts of the continental U.S. for the first time. Our new 700,000-square-foot facility in York, Pennsylvania also began shipping orders during the quarter. We grew our catalog by adding new products and leading brands across consumer electronics, collectibles, toys, and more. We signed a lease on a new customer care facility in South Florida and started adding talent to that team as we continue to build out customer care operation in the U.S. Lastly, we further strengthened our balance sheet and capital position by raising more than $1.1 billion in net proceeds from the June ATM program. Let me now turn to our financial results for the quarter. Net sales increased 25.6% to $1.183 billion, compared to $942 million during the same period in 2020. We achieved this growth while overcoming a roughly 9% reduction in our global store fleet due to de-densification efforts and ongoing store closures across certain international markets due to the pandemic. We believe net sales is the primary metric by which stockholders should assess the company's execution. SG&A was $378.9 million, or 32% of sales, compared to $348.2 million, or 37% of sales, in last year's second quarter. Adjusting for severance and certain other costs, our adjusted SG&A was $372.3 million, or 31.5% of sales, compared to $336.9 million, or 35.8% of sales, during the same period last year. The 430 basis points of leverage was primarily driven by store reopening after widespread shutdowns due to the pandemic in Q2 2020. We reported a net loss of $61.6 million, or $0.85 per diluted share, compared to a net loss of $111.3 million, or loss per diluted share of $1.71, in the prior-year second quarter. Our adjusted net loss was $55 million, or $0.76 per diluted share, compared to adjusted net loss of $92 million, or a loss of $1.42 per diluted share, in the fiscal 2020 second quarter. Our global store count was 4,642 at the end of the quarter. Turning to the balance sheet, we ended the quarter with cash and restricted cash of $1.775 billion, which is just over $1 billion higher than the end of the second quarter last year. As we announced in June, we raised approximately $1.1 billion in net proceeds through the issuance of 5 million shares of common stock under an ATM. We intend to continue using those proceeds for general corporate purposes, as well as for investing in growth initiatives and maintaining a strong balance sheet. As a result of the ATM, total shares outstanding are now approximately 75.9 million. At the end of the quarter, we had no borrowings under our asset-based revolving credit facility and no long-term debt other than a $47.5 million low-interest unsecured term loan associated with the French government's response to COVID-19. Debt levels compared to the second quarter of last year were down $424.7 million. Capital expenditures for the quarter were $13.5 million, bringing year-to-date capex investments to 28.2 million, a number we anticipate will increase as the company continues investing in growth initiatives. In the second quarter, cash flow from operations was an outflow of $11.5 million, compared to an inflow of $192.8 million during the same period last year, largely due to the investments in inventory we are making to drive sales growth. In terms of our outlook, we are not providing formal guidance at this time. ","q2 sales $1.183 billion versus refinitiv ibes estimate of $1.12 billion. " "It was an important period of foundation building, significant investment, and cultural change at GameStop. While we are still in the early stages of our transformation, we believe the steps taken over the last several months will be key value drivers for quarters and years down the road. The first year of our transformation was about starting to turn GameStop into a customer-obsessed technology company, one that has wider offerings, more competitive pricing, faster shipping, stronger customer service, and an easier shopping experience. With that said, here is a brief recap of what changed in fiscal year 2021: we installed a new management team comprised of technology veterans and introduced a more equity-focused executive compensation structure to increase alignment with stockholders; we refreshed the Board with stockholders and individuals who possess records of value creation, while reducing individual director compensation; we ended relationships with high-priced external consultants who were costing the company millions of dollars per year; we hired hundreds of new individuals with e-commerce, operations and technology experience, while eliminating many redundant and unnecessary roles; we recapitalized the company's balance sheet after raising approximately $1.67 billion in capital; we expanded our product catalog to seize more market share in areas such as PC gaming, personal electronics and virtual reality; we invested in our fulfillment network by standing up new facilities on the East Coast in York, Pennsylvania, and on the West Coast in Reno, Nevada; we invested in our systems and tech stack after years of decay and neglect; we invested in U.S.-based customer service and established a new facility in South Florida; we invested in a dedicated blockchain team and new capabilities to drive the development of initiatives such as our NFT marketplace, which we expect to launch by the end of the second quarter; we see significant long-term potential in the more than $40 billion market for NFTs. In keeping with our focus on the customer, we are going to continue taking steps to create new offerings and make targeted bets in blockchain gaming and cryptocurrency. We recognize that our special connectivity with gamers provides us a unique opportunity in the Web 3.0 and digital asset world. We have learned from the mistakes of the past decade when GameStop failed to adapt to the future of gaming. It is important to stress that GameStop had become such a cyclical business and so capital starved that we have had to rebuild it from within. We've also had to change the way we assess revenue opportunities by starting to embrace, rather than run from, the new frontiers of gaming. Although there is a lot more hard work and necessary execution in front of us, GameStop is a completely different company today than it was at the beginning of the fiscal year. Shifting to the fourth quarter, I want to briefly touch on a few areas. We continued to establish new and expanded brand relationships, including with PC gaming companies such as Alienware, Corsair, and Lenovo. This helped grow our PC gaming sales by 150% for the full year. We also formed a partnership with Razer to support sustained growth in PC gaming and console accessories such as controllers and headsets. We now have more than 100 Razer SKUs, including the company's latest laptop. We grew PowerUp Rewards Pro members by 31.8% on a year-over-year basis, taking total membership to approximately 5.8 million. We launched a redesigned app, which includes an enhanced user interface, improved scalability for a larger product catalog, and more functionality to support exclusive offers and promotions. We entered into a partnership with Immutable X that is intended to support the development of our NFT marketplace and provide up to $150 million in IMX tokens upon achievement of certain milestones. We have commenced discussions with an array of layer ones and layer twos about prospective partnerships that include development benefits and financial incentives. If and when more deals come to fruition, we will announce them. Let me now turn to our financial results. Net sales were $2.25 billion for the quarter, compared to $2.12 billion in the fourth quarter of 2020 and $2.19 billion in the fourth quarter of 2019. This was the first quarter in which our growth topped pre-pandemic levels. For the full year, net sales were $6.01 billion, compared to $5.09 billion for fiscal year 2020. As indicated in the past, long-term sales growth is the primary metric by which we believe stockholders should assess our execution. SG&A was $538.9 million for the quarter or 23.9% of sales, compared to $419.1 million or 19.7% of sales in last year's fourth quarter. We reported a net loss of $147.5 million, or $1.94 per diluted share, compared to a net income of $80.3 million, or income per diluted share of $1.18 in the prior-year fourth quarter. For the full year, SG&A was $1.71 billion, compared to $1.51 billion for the last fiscal year. We had a net loss of $381.3 million for fiscal year 2021, relative to $215.3 million for fiscal year 2020. Turning to the balance sheet. We finished the year with cash and cash equivalents of over $1.27 billion, roughly $760 million higher than the company's cash position at the close of last year. We are maintaining a sizable cash position, even while continuing to invest heavily in inventory to drive pragmatic growth and meet demand amid global supply chain issues. We intend to build up our cash position by the end of fiscal year 2022, assuming the operating environment permits. At the end of the year, we had no borrowings under our ABL facility and no debt other than a $44.6 million low-interest, unsecured term loan associated with the French government's response to COVID-19. Capital expenditures for the quarter were $21.3 million, bringing full-year capex to $62 million. Capex may remain elevated as we make pragmatic investments in our infrastructure and tech. In the fourth quarter, cash flow from operations was an outflow of $110.3 million, compared to an inflow of $164.8 million during the same period last year. In order to meet customer demand throughout the holiday season, we maintained a higher inventory level. We believe our inventory level remains prudent given our operating headwinds and increased customer demand. We ended the year with $915 million in inventory, compared to $602.5 million at the close of fiscal year 2020. To put things into context, the combination of supply chain issues and the omicron variant had a sizable impact on this past year's holiday season. We made the conscious decision to lean in and absorb higher costs in order to meet customer demand. We felt and continue to feel that investing in our customers and rebuilding brand loyalty right now is in the company's best interest over the long term. With respect to an outlook, we're not delivering guidance at this time. We do not feel it's prudent to provide guidance during the early stages of our transformation and with the current global backdrop. What we are comfortable saying is that we anticipate growth across our stores, e-commerce properties, and blockchain gaming offerings. In closing, we know the investments and sacrifices made in fiscal year 2021 will take time to yield tangible value, but we are completely comfortable with that. If GameStop is going to once again become a market leader in gaming and also realize new revenue opportunities across emerging communities, we needed to lay a lasting foundation rather than taking shortcuts. That is what we did over the past year as we started to transform into a technology company. I'll wrap up there for today. As always, we appreciate the enthusiasm and support from our customers, employees, and stockholders. ","qtrly diluted loss per share $1.94. " "Today, we will discuss our operational and financial results for the three months ended March 31, 2021. Avi Goldin, our Chief Financial Officer will follow with a deeper dive into the quarter's financial results. As we discussed when we reported last quarter's earnings, the first quarter was impacted by unusually severe weather events that led to massive spikes in wholesale electricity prices in Texas and Japan. The severe winter storms in Texas and Japan had an aggregate negative impact on income from operations of approximately $15.5 million. In Texas, where the impact of the storm this quarter was approximately $13 million, our industry has borne a disproportionate share of the financial burden. We remain hopeful that perspective legislation and regulatory changes and/or litigation will provide material relief. Because of our ongoing commitment to financial strength and liquidity, while avoiding debt, our balance sheet remains in good shape. Moreover, we have set ourselves the goal of finishing the year with a stronger balance sheet than we had at the start, despite the impact of the first quarter's weather events. Our underlying business remain very strong. On a consolidated basis, we achieved a record first quarter revenue and added to our meter and RCE counts, even though the first quarter is a historically slow quarter for customer acquisition. RCEs increased by 10,000 to 450,000 and meters increased by 7,000 to 572,000. At Genie Retail, absent the Texas storms impact, our domestic business would likely have achieved record adjusted EBITDA despite the challenges of the pandemic environment. GRE's revenue reached a new high as consumption per meter again increased significantly compared to the year-ago quarter and churn remained subdued. At GRE International, we ramped up our investment to expand our customer base in Sweden and dealt with wholesale price spikes, most notably in Japan, but to a lesser extent in Scandinavia. But to put that in perspective, across all of our international markets, our businesses are maturing. Adjusted for the storms impact in Japan and gross margins increasing, and we expect that the growth capital requirements for these businesses will decline significantly during the year. With that in mind, we are continuing our strategic review of our International business, carefully balancing the advantages of near-term cash generation with the need for capital to optimize long-term growth. We expect to have more to say on that in the coming quarters. Turning now to our former Genie Energy Services segment, we have renamed it Genie Renewables. The change reflects the increasing prominence of our solar-related businesses within the segment and the rapid growth of the renewables market. In the first quarter, even though Genie Renewables revenue decreased, gross margin improved significantly, while SG&A decreased materially. The improvements reflect our shift in focus toward our Renewables businesses with higher margins. Looking ahead, we are working to expand the geographic footprint for our solar solutions businesses and are evaluating opportunities to increase the vertical integration of those solutions. This shift will enable us to capture more of the commercial solar value chain. We believe that the segment's results will be the beginning of a continued trend of growth and profitability. Wrapping up, I want to emphasize that had it not been for two exceptionally challenging winter storms, this would have been a terrific quarter. Across the company, we are incredibly excited about the remainder of the year. Our underlying business remains strong. Our global customer base is at its all-time peak, our business is increasingly diversified and we are developing multiple promising growth opportunities with tremendous potential, while evaluating the best units in which to invest in continued growth. Given our positive outlook, we were pleased to purchase nearly 147,000 shares in a private transaction following the quarter close. While we have paused our dividend, we will continue to consider alternative means to return value to our stockholders. My remarks today cover our financial results for the three months ended March 31, 2021. Throughout my remarks, I compare first quarter 2021 to the results for the first quarter of 2020. Focusing on the year-over-year, rather than the sequential comparisons, removes some consideration of the seasonal factors that are characteristic of our retail energy business. As Michael mentioned, our revenue in this quarter was the highest in our history. Bottom line results would have been similarly strong had it not been for the losses incurred as a result of the winter storm Uri in Texas and extreme weather in Japan. Nevertheless, our careful forward hedging and demand management programs, the diversification of our business operations and a strong balance sheet enable us to not only manage through the volatility, but to finish the quarter with sufficient capital and liquidity to finance and prioritize our growth initiatives. Consolidated revenue increased 30% to $135 million. Revenue at Genie Retail Energy increased 15% to $91 million. Electricity and natural gas consumption per meter increased, boosted by the shift to work-from-home as a result of COVID-19 pandemic, as well as colder winter weather, including the impact of winter storm Uri. These factors more than compensated for decreased per unit average revenue on sales in both electricity and natural gas. At Genie Retail Energy International, revenue increased to $42 million from $7 million in the year-ago quarter. The $35 million increase predominantly reflects our purchase of the outstanding stake in our Orbit joint venture in the U.K. during the fourth quarter of 2020 and the consolidation of its results. For comparison purposes, Orbit Energy generated $19.6 million in revenue in the year-ago quarter. Additionally, expansion of our customer bases in Scandinavia and the U.K. also contributed meaningfully to the revenue increase. Genie Renewables revenue was $2.5 million, a decrease from $18 million in the year-ago quarter when Prism Solar delivered the bulk of a large solar panel order. Consolidated gross profit decreased $11.4 million to $17.5 million. We estimate that the winter storms in Texas and Japan together impacted gross profit by approximately $15.5 million and, except for their impact, the quarter's results would have been very strong. Consolidated SG&A increased to $24.1 million from $19.5 million. The increase was entirely incurred at GRE International and reflects the consolidation of Orbit Energy, including Orbit's customer acquisition expense. Consolidated loss from operations totaled $6.6 million compared to income from operations of $9.2 million in the year-ago quarter, a decrease of $15.8 million. Adjusted EBITDA was negative $4.5 million compared to positive $10.3 million in the year-ago quarter, a decrease of $14.9 million, primarily due to the Texas and Japan weather and the consolidation of Orbit Energy. At GRE, income from operations decreased to $1.2 million from $13 million. Adjusted EBITDA decreased to $1.5 million from $13.3 million. Absent the impact of winter storm Uri in Texas, GRE's adjusted EBITDA would have been approximately $14.5 million, a record for a domestic supply business. The first quarter results again benefited from the increased consumption per meter we've seen since the pandemic as a result of the shift to work-from-home. At GRE International, loss from operations was $6.7 million compared to $2.5 million in the year-ago quarter. For comparison purposes, Orbit Energy's loss from operations in the first quarter of 2020 was $3 million. The winter storm in Japan contributed approximately $2.5 million, a $4.1 million decrease. The balance primarily reflected increased supply costs at Lumo. Genie Renewables income from operations increased to $559,000 from $342,000 a year earlier. In the year-ago quarter, our gross margin was 9% primarily generated by the Prism Solar panel deliveries. As Michael mentioned, we are now focusing on higher margin opportunities within Genie Renewables. The first quarter 2021 results suggest there's some early success as our gross margin increased to 45%. Genie Energy's loss per diluted share was $0.09 compared to earnings per share of $0.20 in the year-ago quarter. Turning now to the balance sheet. At quarter end, cash, restricted cash and marketable equity securities totaled $41.7 million. Working capital was $35.4 million and non-current liabilities were $3.5 million. That concludes my discussion of our financial results. All in all, our financial standing is in good order and our underlying business is very strong. In the balance of 2021, we expect to accelerate cash generation, strengthen our balance sheet and invest prudently in growth opportunities. Now, operator, back to you for Q&A. ","compname reports q1 loss per share of $0.09. q1 loss per share $0.09. " "Today we will discuss our operational and financial results for the three months ended June 30, 2020. As in prior quarters, my remarks will focus on our operational results and key performance indicators. Avi Goldin, our Chief Financial Officer will follow with a deep dive into the quarter's financial results. Genie Energy generated the highest level of adjusted EBITDA of any second quarter in the Company's history and much improved financial results compared to the difficult year-ago quarter. Operationally, our businesses also performed very well despite the challenges of the COVID-19 impacted environment. Globally, our retail energy provider businesses which generated 94% of our revenue added 64,000 RCEs year-over-year and 20,000 sequentially to reach 421,000 RCEs with solid growth in both our domestic and international markets. Global meters served increased by 88,000 year-over-year and 4,000 sequentially to 536,000. The increases in meters served were driven by expansion at Genie Retail International, including those of our Orbit Energy joint venture in the UK. Here in the US, Genie Retail Energy added 25,000 RCEs year-over-year and 13,000 sequentially to reach 343,000 RCEs. Domestic meters served declined by 4,000 year-over-year and 10,000 sequentially to 374,000. The robust increase year-over-year in domestic RCEs relative to the decrease in meters served reflect our sustained focus on acquiring higher consumption meters, warmer than average weather in the second half of the quarter and the COVID-19 driven shift to work from home. These factors combined to increase electric per meter consumption by 26% compared to the year-ago quarter. The COVID-19 pandemic has impacted several key aspects of GRE's business operations with a mixed financial impact. Our customer base is predominantly residential. So, we benefited from the increased demand for electricity as customers work from their homes rather than offices. On the other hand, like other retail providers, we suspended our face to face customer acquisition programs in March as public health measures were implemented to combat COVID-19. As a result, gross meter adds decreased to 40,000 this quarter from 69,000 in the prior quarter and from 91,000 in the year-ago quarter. While we are in tenth [Phonetic] on growing GRE's meter base over the long term, the decline in meter adds has two positive short-term impacts, both customer acquisition expense and customer churn rates have decreased significantly. GRE's churn rate decreased to 3.9% in the second quarter from 4.7% in the first quarter. That's partly because new customers tend to have higher rates of churn than longer tenured customers. So we would expect to see churn rates fall after the pace of gross meter addition slows. But also COVID-19 halted not just our own face to face customer acquisition programs, but also our competitors' programs. This effectively eliminate the key churn driver. Looking ahead at GRE, we expect to see a modest rebound in meter acquisition beginning in the third quarter. Public health restrictions have begun to ease in some of our markets, which allows us to resume face to face sales and marketing. We'll also be entering some new utility territories. Turning now to Genie Retail Energy International. RCEs increased 40,000 year-over-year and 7,000 sequentially to 79,000. Meters served increased by 93,000 year-over-year and 14,000 sequentially to 161,000 meters. We generated solid year-over-year growth in each of our overseas markets, the UK, Scandinavia and Japan. At June 30, GRE International held 30% of our global meters served and nearly 18% of our global RCEs. I'm very pleased by the progress we made to diversify our customer base. Also this quarter, we successfully leveraged Lumo's expertise and platform to enter the Swedish retail supply market and began acquiring customers there. At Genie Energy Services, Genie Solar had a record quarter generating positive adjusted EBITDA for the first time, while Diversegy is close to breakeven. As I mentioned last quarter, we are refining Prism Solar's business model to more closely align with the current business environment. GES recorded an impairment of $800,000 in the second quarter related to the writedown of an asset impacting income from operations but not adjusted EBITDA. At GOGAS, we have had to again postpone the final well tests at OPEC [Indecipherable] drilling site. Because of COVID-19 restriction in the central member of our technical team and not being able to get a visa. I'm reluctant to offer a new timeframe for completion of the test, when the execution depends on factors outside of our span of control, but I will provide an update for you when we discuss our third quarter results. Before turning the call to Avi, I want to highlight that given our continued favorable outlook and strong cash generation in recent quarters and after raising our dividend last quarter, we resumed repurchasing our shares in the second quarter while continuing to pay the dividend at the increased rate. And also a big shout out to the Genie team that again an outstanding job of growing our business and significantly enhancing our bottom line results, although working from home. Now, here is Genie's CFO, Avi Goldin to discuss our financial results. My remarks today cover our financial results for the three months ended June 30, 2020. Throughout my remarks I will compare second quarter 2020 results to the second quarter of 2019, focusing on the year-over-year rather than sequential comparison removes from consideration to seasonal factors that impact our retail energy business. Keep in mind that the second quarter is typically characterized by relatively low energy consumption. After the peak heating season in first quarter and before the third quarter's peak air conditioning months in July and August. Results are driven by the electric side of the business with minimal gas consumption. The second quarter's financial results were strong, particularly in comparison to the year-ago quarter. As you may recall, the second quarter of last year was heavily impacted by mild weather and a mark-to-market within our hedge book. We express confidence that the business would rebound in our performance since then has justified that contents. In the trailing 12-month period, the Company has achieved its highest level of consolidated operating income and adjusted EBITDA. As Michael discussed, the COVID-19 pandemic has resulted in mixed operating impacts increasing electricity consumption while decreasing churn and slowing the pace of gross meter additions. In addition, the decline in overall commercial industrial power consumption in our markets has helped mitigate price volatility. Despite the increase in residential consumption. As we have noted before, predictable commodity price environments tend to favor our business model. Consolidated revenue in the second quarter increased by $15.1 million to $76.1 million. The increase was powered by higher per meter electricity consumption resulting from the general acquisition of higher consumption meters, warmer weather than the year-ago quarter and increased residential electricity consumption from residential customers as part of the transition to work from home during COVID-19. At Genie Retail Energy, revenue increased by $12 million to $66.5 million. Electricity sales accounted for nearly all of the increase. Electricity consumption increased 35% from the year-ago quarter, more than offsetting a modest decrease in revenue per kilowatt hours sold. Overseas, at Genie Retail Energy International, revenue increased by $2.2 million dollars to $5 million reflecting meter base growth at Lumo and Scandinavia and Genie Japan. During the quarter, we provided Orbit with an additional $1.5 million of capital, resulting in a net loss of Orbit Energy of that amount compared to a net loss of $867,000 a year ago quarter. Our Genie Energy Services division increased revenue by $859,000 to $4.6 million. Consolidated gross profit in the second quarter, more than doubled from the year-ago quarter increasing by $10.5 million to $19.5 million. As I noted in my opening, we had a difficult quarter a year ago. The operating environment was weak on lower consumption and mark-to-market loss on our forward hedge book. This quarter we benefited from the strong consumption levels at Genie Retail Energy, and our consolidated gross margin rebounded to 25.6% from 14.7% in the year-ago quarter. The decrease in meter acquisition expense of GRE helped us to reduce consolidated SG&A expense by $2.3 million to $16 million. The rebound in GRE's margin and reduced customer acquisition spend helped drive a $12 month dollar improvement in our consolidated income from operations, which is $2.7 million compared to a loss from operations of $9.3 million in the year-ago quarter. Adjusted EBITDA reflects the equity net loss of equity method investees of $1.2 million was positive $3.5 million, compared to negative $9.1 million a year ago. Earnings per share was $0.06 per diluted per share compared to a net loss of $0.29 per share in the year-ago quarter. Our balance sheet continues to provide us with strategic flexibility. At June 30, we had $51.8 million dollars in cash, cash equivalents and restricted cash and working capital of $49.1 million. Cash provided by operating activities in the second quarter was $16.4 million compared to cash used in operating activities of $3.1 million in the second quarter of 2019. The swing is attributable in large part to the change in year-over-year income as well as the unwind of cash collateral that was posted in the first quarter of 2020. That was returned in the second quarter in support of the HELOC. As Michael mentioned, we continue to be diligent about returning value to our shareholders. This quarter, we repurchased over 200,000 shares of Genie Class B common stock for $1.5 million. To wrap up, we met the various challenges of the COVID-19 environment, posted a strong second quarter, significantly improving on the financial results of the same period a year-ago, strong consumption per electricity meter and reduction in customer acquisition spend keyed substantial year-over-year improvement in our bottom line results. This concludes my discussion of our financial results. Now operator, back to you for Q&A. ","compname reports q2 earnings per share $0.06. q2 earnings per share $0.06. q2 revenue rose 24.7 percent to $76.1 million. " "Certain risk factors inherent in our business are set forth in filings with the SEC, including our most recent 10-K and subsequent filings. We caution you not to place undue reliance on these statements. Some of the comments made refer to non-GAAP financial measures, such as adjusted net revenue, adjusted operating margin and adjusted earnings per share, which we believe are more reflective of our ongoing performance. Joining me on the call are Jeff Sloan, CEO; Cameron Bready, President and COO; and Paul Todd, Senior Executive Vice President and CFO. We delivered record third quarter results, despite the incremental challenges that emerged during the period from COVID-19. Highlighting the resiliency of our business model and our ongoing track record of execution across market cycles. We also surpassed $2 billion of quarterly adjusted net revenue for the first time in our history with record margins and produced all-time high quarterly adjusted earnings per share and adjusted free cash flow. As we detailed at our investor conference just a short time ago on September 8th. The trend toward accelerated digitization coming out of the pandemic has benefited our business by reinforcing that mode of competition, and this quarter provided further proof points of the wisdom of our approach to drive differentiated growth across the four pillars of our strategy. First, we extended long-standing relationships with both CITI and CIBC, as a reflection of our promise as a top quartile software-as-a-service or SaaS technology company with unmatched worldwide payments expertise. Our durable partnerships with some of the most sophisticated and complex institutions globally speak to our competitiveness, well into the remainder of this decade. Starting with CITI, we are delighted to have furthered our relationship with one of our largest commercial card customers for another eight years. This agreement highlights a key element of what is already today a successful B2B business at scale. More on this new pillars to our strategy in a moment. We're also pleased to have renewed our issuer relationship with CIBC a top 10 customer in North America that spans both its consumer credit and debit portfolios for an extended term. As we discussed in September, we also continue to build our pipelines with AWS to include additional fintechs, neobanks and embedded finance players spanning multiple geographies. We now have 25 active prospects in our issuer pipeline with AWS, up from 20 last quarter and four at the end of 2020. We also currently have 10 letters of intent with institutions worldwide, six of which are competitive takeaways; two of our recent LOI's have gone to contract. We're also excited to announce that together with AWS, we signed an agreement with London based 10x to integrate its cloud native, core banking platform with TSYS is payments as service capabilities. Allowing us to collaborate on modern core banking and issuing solutions for neobank and traditional financial institution customers. As we announced at our Investor Conference, we now have a terrific partner in Virgin Money for our first use case combining issuing and acquiring capabilities to offer transaction stream optimization solutions. It's worth noting that Virgin Money is also a significant competitive takeaway for us. Simply put, we're winning in our Issuer Solutions business, because we are selling more market-leading technologies to more distinctive and defensible distribution channels in more markets than we ever have previously. And our vertical markets businesses where we lead with SaaS at top of the funnel, we were delighted to announce our new partnership with Mercedes-Benz Stadium in September. As we highlighted, we believe that we were successful, because of our ability to seamlessly and uniquely combine software, hardware and payments across in-person mobile and online channels. We expect to facilitate a best-in-class fan experience through market leading commerce enablement solutions. We're now in pilot with Mercedes-Benz Stadium and we expect to be fully live early in 2022. We're gratified that after combating the payments landscape an extensive RFP, including with a full spectrum of new markets entrance. This sophisticated institution terminated their existing relationships and chose us for our software and payment technologies with a commitment well into the back half of this decade. Further across our merchant technology enabled businesses, our POS software solutions generated revenue growth of nearly 70%, compared to 2019 in the third quarter. And our central education business in Australia grew over 50% versus 2019, despite lockdowns in that market. In addition to the key win at Mercedes-Benz Stadium, our GO [Phonetic] business delivered record bookings in the third quarter and also had notable successes with Subway, Whataburger, Bojangles, RBI and Wendy's. Spanning software, hardware payments and data and analytics. These results highlight the benefits we're seeing from the accelerated digitization in our markets. Our e-commerce and omnichannel businesses drove growth in excess of 20% again this quarter. This business is another example of pandemic induced accelerate digitization benefiting us with current growth rates one-third faster than pre-COVID-19 levels. A few examples of durable success here this quarter: we broadened our relationship with Uber and Uber Eats into an additional market in Asia Pacific beyond Taiwan. We expanded our long-standing relationship with the Swatch Group to now include e-commerce alongside the solutions we provide in-store today across North America and Asia Pacific. And we went live with Google as a merchant in multiple markets in Asia Pacific exactly as we said we would. We remain on track to launch Google run and grow my business this quarter. And we're already working on the launch of the next phase to help our merchants grow faster by connecting additional Google services, including online ordering, retail inventory and reservation to our digital platform. These solutions will over time drive more consumers to our merchants and dramatically expand our value proposition with one of the leading technology players worldwide. We are also very pleased to announce today that we have extended and expanded the scope of our relationship with PayPal, one of the most sophisticated payments companies globally. This multi-year partnership leverages our unparalleled e-commerce technology footprint across cross-border in North America, Europe and Asia Pacific. And it will dramatically expand our target addressable markets over its term. We've added new geographies additional verticals and support crypto currencies for the first time. Together with CITI, Mercedes-Benz Stadium, Virgin Money and CIBC, what better testament to our current and future competitiveness. As we said in September, we continue to benefit from ongoing innovation in our ecosystem, including Buy Now Pay Later or BNPL Technologies. We expect to enable more than 1.5 billion BNPL transactions this year alone and we anticipate issuing more than 15 million virtual cards with more than $23 billion in volume. It's a market we know well, because it's a market that we've been serving for decades globally. As BNPL continues to grow, we believe we're well positioned given our presence worldwide and our unique offerings the benefit. Examples of our exposure include through network initiatives, traditional issuers, private label or charge card and program management, virtual card issuance, non-traditional issuers, including fintech, start-ups and neobanks, unique collaborations with AWS and Google, large existing scale players looking to expand BNPL globally into new markets and with added functionality. And of course the acceptance from our unmatched virtual and physical footprint with BNPL is just one of the many services at the point of sale in our commerce enablement ecosystem. At the end of the day, the entity is cash and check and further digitization including BNPL is the mode of competition. Our ability throughout the pandemic to sustainably expand our rates of growth relative to our markets has been indicative of our technology leadership. This quarter was no exception with our global merchant acquiring businesses delivering 900 basis points of outperformance relative to the credit trends reported by the card networks last week. Our consistent track record of share gains during the pandemic is something we highlighted at our Investor Conference. I'm also delayed to report that we have successfully closed our acquisition of MineralTree in October. After having announced our formal entry into the B2B market in September. As we highlighted, then we have many of the elements of a B2B offering post our merger with TSYS in 2019. And in addition at MineralTree's digitize payable solutions serves to enhance our B2B product suite and expands our opportunity set in one of the largest and most under penetrated markets in software and payments. We intend to further scale our business rapidly. In addition to MineralTree and the extension of our commercial partnership with CITI, we had several other notable B2B achievements in the third quarter. These include a new relationship with WeatherTech in our Heartland business for B2B, as well as B2C acceptance. Near 50% payroll solutions growth in the third quarter, compared to 2019. And a 10-fold increase in the number of customer locations using our Tips solution from our business and consumer segment for disbursement, since the beginning of the pandemic. We continue to have tremendous firepower to conduct strategic transactions with billions of available capacity. Of course this is on top of the $2.5 billion we have already invested over the last year. During the pandemic in acquisitions consistent with our strategic focus, including our emphasis on faster growth geographies. And it's in addition to the nearly $2 billion, we've returned to shareholders over the last year. To that end, we are pleased to have now closed our acquisition of Bankia's merchant acquiring business together with our partners at CaixaBank last month, deepening our presence in one of the most attractive markets in Europe. And through our Erste joint venture, we also very recently closed the acquisition of Worldline's PayOne Austrian POS acquiring assets, enabling us to bring our distinctive distribution and market leading technologies at scale to get another attractive market. And our pipeline remains full, despite the investments we have already made over the last 12-months. The majority of which has been in software assets in furtherance of our long-standing technology enablement thesis. Our financial performance in the third quarter of 2021 exceeded our expectations, despite incremental headwinds from COVID-19 and the delta variant during the period. Specifically, we delivered record quarterly adjusted net revenue of just over $2 billion representing 15% growth, compared to the prior year and 10% growth, compared to 2019. Adjusted operating margin for the third quarter was a record 42.8%, a 170 basis point improvement from the prior year and a 420 basis point improvement relative to 2019. The net result was record quarterly adjusted earnings per share of $2.18, an increase of 28%, compared to the same period for both the prior year and 2019. Taking a closer look at our performance by segment. Merchant Solutions achieved adjusted net revenue of $1.36 billion for the third quarter, a 21% improvement from the prior year and a 13% improvement, compared to 2019. We are also pleased that our acquiring business is globally generated 22% and 19% adjusted net revenue growth, compared to the third quarter of 2020 and 2019 respectively. This was led by continued strength in the US, while we also benefited from improving trends in international markets, including Spain, Central Europe and Greater China. Focusing on our technology enabled portfolio, we continue to see consistent growth in our Global Payments Integrated business as we deliver a vertically fluent suite of commerce enablement solutions across dozens of vertical markets. As we highlighted at the Investor Conference, a number of our businesses, including our integrated business have grown right through COVID-19 and are now at levels that we would have otherwise expected them to achieve, absent the downturn. Our worldwide e-commerce and omnichannel solutions delivered growth in excess of 20% year-on-year, once again this quarter as we continue to benefit from our unique ability to seamlessly blend that difficult and virtual worlds and create frictionless experiences for our customers on a global basis. As far, our own software businesses in the US, we are pleased that the overall portfolio delivered strong sequential improvement as the recovery begins to take root in some of the more impacted vertical markets. Given the positive booking trends we have seen throughout the pandemic, including this quarter we are confident that the business is most impacted by COVID-19 in this portfolio remain on a path to recovery. We delivered an adjusted operating margin of 49.3% in the Merchant Solutions segment, an increase of 200 basis points from the same period in 2020, as we continue to benefit from the underlying strength of our business mix and the realization of cost synergies related to the merger. Moving to Issuer Solutions, we are pleased to have delivered $458 million in adjusted net revenue, a 6% improvement from the third quarter of 2020. This performance was driven by the continued recovery in transaction volumes, as well as growth in accounts on file, while non-volume based revenue increased mid single-digits during the period, including low double-digit growth in or out with services business again this quarter. Issuer adjusted operating margins of 43.4% were up slightly from the prior year. As you may recall Issuer Solutions achieved margin expansion of 500 basis points in the third quarter of 2020 over 2019, fueled by our focus on driving efficiencies in the business. We are also pleased that our Issuer team signed five long-term contract extensions during the quarter, and our strong pipeline, including the growing list of opportunities we have in collaboration with AWS continues to bode well for our future performance. Finally our Business and Consumer Solutions segment delivered adjusted net revenue of $208 million, representing growth of 2% on a reported basis for the third quarter. Adjusting for the stimulus benefits and higher unemployment volumes last year, our adjusted net revenue growth was in line with our targeted growth range for the quarter. Adjusted operating margin for Business and Consumer Solutions was consistent with the prior year at 25.6% after expanding more than 700 basis points during the third quarter of 2020, as a direct result of our efforts to streamline costs and drive greater operational efficiencies at Netspend. Further, we are pleased with the early progress we are making on our strategic partnership we announced last quarter with AWS in this business. While we also launched and began selling our earned wage access solution to existing B2B clients and into new vertical markets during the period. The outstanding performance we delivered across our businesses this quarter serves as a further proof point that we continue to gain share and that our four-pillared strategy positions us well to capitalize on the accelerating digital trend coming out of the pandemic. From a cash flow standpoint, we generated roughly $850 million during the third quarter and remain on track with our target to convert roughly 100% of adjusted earnings to adjusted free cash flow. We invested approximately $132 million and capital expenditures during the quarter in line with our expectations. We have now successfully closed our acquisitions of MineralTree, Bankia's Merchant Services business and Worldline's PAYONE Austrian assets consistent with our expectations. We expect the contribution from these acquisitions to adjusted net revenue to be immaterial in the fourth quarter. We are pleased to have also returned cash to our shareholders this quarter through the repurchase of approximately 4.2 million of our shares for approximately $741 million. We ended the period with roughly $2.5 billion of liquidity after repurchase activity and funding of the Bankia Acquisition. Our leverage position was roughly 2.6 times on a net debt basis, consistent with the prior quarter. We remain encouraged by the trends we are seeing in the business and we are raising the lower end of our guidance for adjusted net revenue to now be in a range of $7.71 billion to $7.73 billion, reflecting growth of 14% to 15% over 2020. We are adding $10 million to the bottom of the range despite anticipating an incremental headwind from foreign exchange rates, since our last report and absorbing the impact of the delta variant of COVID-19. We also continue to expect adjusted operating margin expansion of up to 250 basis points, compared to 2020 levels, excluding the impact of our already announced and closed acquisitions. As previously discussed, we expect those transactions to result in a headwind to our margin performance and we now expect adjusted operating margin expansion of around 200 basis points for the year. At the Segment level, we continue to expect Merchant Solutions adjusted net revenue growth to be around 20% for 2021. We also continue to expect our Issuer business to deliver growth in the low to mid single-digit range and for our business and consumer segment to be in the mid to high single-digit range for the full-year. Moving to non-operating items, we still expect net interest expense to be slightly lower in 2021 relative to 2020, while we anticipate our adjusted tax rate will be relatively consistent with last year. Putting it all together, we now expect adjusted earnings per share for the full-year to be in a range of $8.10 to $8.20, reflecting growth of 27% to 28% over 2020, which is up from $8.07 to $8.20 previously. Our outlook presumes the macro environment remains stable worldwide over the balance of the year. And now includes an incremental headwind from currency. Finally, we are pleased that our unique strategy that capitalize on the acceleration of digitization impairments, our ongoing technology enabled mix shift, our exposure to expanding TAMs [Phonetic] including now B2B and our track record of disruptive M&A provided us with the confidence to raise our cycle guidance at our September 8th Investor Conference. In particular, we continue to expect adjusted earnings-per-share growth in the 17% to 20% range over the next three to five years on a compounded basis. Our strategy has been centered on digitization, since we started running the company a little over eight years ago. By accelerating the underlying trends toward technology enablement, the pandemic has reaffirmed the wisdom of our approach, and we now target three quarters of our business from these channels over the next cycle as we said in September. Our formal entry into the B2B market reinforces the existing legs of our stool, including software primacy, a leading e-commerce franchise and an unmatched presence in many of the most attractive markets worldwide. These strategies are complementary and interrelated and provide us with substantial and incremental growth opportunities for years to come. The record results for the third quarter that we reported today in our raised cycle guidance in September, our expressions of our confidence in our strategies and are the most recent examples and best evidence of their success. We just delivered a record quarter and any number of basis in the best year in our history during the midst of a once in a century pandemic. I think you can see why we view the glass as full. We exit the pandemic better off than we entered it, judge for yourself. Before begin our question-and-answer session. I'd like to ask everyone to limit their questions to one with one follow-up to accommodate everyone in the queue. Operator, we will now go to questions. ","q3 adjusted earnings per share $2.18. provides updated outlook for 2021. sees fy adjusted earnings per share $8.10 to $8.20. sees fy 2021 revenue $7.71 billion to $7.73 billion. " "We're pleased to be here today to provide an update on our progress after the second quarter of 2021. Hopefully, everyone has had a chance to review the news release we issued earlier today. These risks include those related to the impact of the COVID-19 pandemic and measures taken by governmental or regulatory authorities to combat the pandemic on our business and our operations as well as the business and operations of the consumer, our customers, suppliers, business partners and labor force. These risks also include those detailed in our various filings with the SEC, which may be found on our website as well as in our news releases. Given the short-term volatility of comparisons due to the impact of the COVID-19 pandemic, we have focused our comparisons to 2019. Please note that unless otherwise stated, all comparisons are to 2019 results that have been rebased to reflect the move of our European innerwear business to discontinued operations as well as the exited C9 program at mass and the DKNY intimate apparel license. With me on the call today are Steve Bratspies, our Chief Executive Officer; and Michael Dastugue, our Chief Financial Officer. I can't express enough how grateful and proud I am of their dedication, their focus on safety and commitment to serving our consumers and customers under extremely challenging circumstances. Our associates are our greatest strength, and I want to make sure they're recognized for all their hard work. To that end, over the past month, I've finally been able to get out, see parts of the business and interact with some of our amazing associates. I'm inspired by their commitment and talent. There is a lot of excitement around our Full Potential plan and our associates are fully engaged. I visited some of our retail stores and came away impressed by the knowledge of our associates and their energy around serving consumers. And let me tell you, consumers are out shopping. It was exciting to see high levels of traffic in our stores. I also had the chance to tour our New York Design Center, spent time with that incredible team and see a wide range of innovative new products in our pipeline for both innerwear and activewear. It's hard to believe it's been a year since my first day at HanesBrands. Reflecting back, it's clear this is truly an amazing global company with a number of competitive advantages, iconic brands, distribution scale, owned manufacturing, a deep commitment to sustainability, a strong balance sheet and 61,000 passionate associates across more than 47 countries. We've accomplished a lot in a relatively short period of time. We refreshed the leadership team, which is setting a new pace and driving change. We underwent a deep assessment of the business that not only highlighted competitive advantages I just mentioned, but also underscore the opportunities ahead of us and the changes we need to make. We developed our Full Potential plan to unlock growth, which we shared with you in May, and we've taken action to simplify the portfolio, streamline decision-making and organize the business to optimize future growth. We're still early in our journey. However, I am encouraged by the progress we've made, and I'm excited about the opportunities ahead as we execute our Full Potential plan to generate higher, more consistent levels of revenue and profit growth. Today, I'll focus my remarks on two key topics. First, our strong second quarter performance and our increased outlook for the remainder of the year; and second, a brief update on our Full Potential plan. Looking at the second quarter, we delivered strong results despite the increasingly challenged global environment and higher levels of inflation. Revenue, operating profit, operating margin and earnings per share all exceeded the high end of our guidance range. We delivered strong operating cash flow performance in the quarter, and we further strengthened our balance sheet. With the volatility from the pandemic impacting short-term comparability, like many of you, we are anchoring our comparisons to 2019. For the quarter, sales and operating profit increased 15% and 14%, respectively, compared to the second quarter of 2019. Revenue momentum continued to build across both our innerwear and activewear businesses globally. In U.S. innerwear, sales were 19% higher than second quarter 2019. Over this time period, we gained 160 basis points of market share with gains in each product category across basics and intimates. In addition to the strong underlying performance of our brands, the category experienced above-average growth due to certain transitory items such as retailer inventory restocking, government stimulus and pent-up consumer demand. In U.S. activewear, sales increased 15%, driven by growth in Champion. We were pleased to see continued growth in Champion brand with global sales up 21% from 2019 levels. And In International, sales were 11% higher than 2019 with double-digit growth in Champion and high single-digit growth in innerwear in spite of COVID headwinds around the world. With respect to our outlook, we raised our second half and full year expectations for sales, operating profit and earnings per share to reflect stronger-than-expected momentum in our business as well as benefits from the Child Tax Credit Payments in the U.S. What's most encouraging to me about our second half outlook, despite higher-than-expected inflation, we're well positioned to generate higher operating profit dollars while continuing to execute against our brand investment strategy. Investing in our brands is critical to the long-term success and health of our business, and we remain committed to it. Now turning to the second topic, our Full Potential plan. They were only in the early stages, we made progress in the quarter, and we're encouraged at how the plan is unfolding. Without going through every initiative that we spoke to in May, let me provide a couple of updates. With respect to our Champion growth initiative, in May, we told you we were going to do three things to grow the brand, grow our core sweats business, expand our women's and kids product offering and expand into adjacent categories. In the U.S., we're introducing several new products in our core fleece category. We've added a number of new performance and lifestyle products in our women's line. And in footwear, in the first half, we've more than doubled our points of distribution and the number of pairs sold as compared to 2019. We believe the initial momentum in our footwear business underscores the consumers' affinity for the Champion brand, and their brand interest across product categories. We feel good about the momentum we're seeing in Champion and there's a lot to be about around the globe. We remain confident in our Full Potential plan to grow this brand to $3 billion. Looking at our U.S. innerwear initiative, we're encouraged by the underlying momentum and market share gains we've seen in both basics and intimates. Our latest Boxer brief innovation, total support pouch, continues to perform well, with a dedicated marketing effort that targets consumers differently than we have in the past. Total Support Pouch is attracting a younger consumer to the Hanes franchise. We've significantly outpaced our initial sales projections. And as we highlighted in May, we increased our second half marketing investment behind Total Support Pouch to build on our momentum. In terms of our direct-to-consumer initiative, agile teams are deployed and driving improved site experience, conversion and speed as we continue the journey to know our consumers better. We've increased our digital marketing investment at the top and bottom of the funnel with consistently better returns. As a result, we're encouraged to see trends improving in certain digital metrics. As compared to last year and 2019, conversion and average order value are both up. The number and value of repeat consumers continues to increase across all of our brands. Repeat consumers not only spend more they're an important indicator of consumer engagement. While it's very early in our journey, we remain confident in the significant growth opportunity ahead. Lastly, we're making progress on our cost savings initiatives. As we mentioned in May, while we don't expect the savings and investments to match dollar for dollar in every period, we're confident that we can fully offset our investments over the course of our Full Potential plan. We've identified a number of opportunities in SG&A and cost of goods. For example, as we work through our SKU reduction initiative, one of the benefits is greater manufacturing and distribution efficiencies as we produce fewer, more profitable SKUs. We're also working on a number of multi-global initiatives or big ideas that can generate large year-over-year savings, things such as global vendor consolidation and raw material platform. We feel good about the opportunities we are finding, and we'll continue to update you along the way. Then I'll return with some closing comments. I'm excited to be finishing up my first three months here at HanesBrands. As I evaluated this opportunity, there were three things that really attracted me to HanesBrands, the people, the brands, and the Full Potential plan to capture future growth opportunities, all are exceeding my initial expectations. It's great to be able to speak to such strong results on my first earnings call. We exceeded the high end of our expectations across all of our key metrics, driven by continued top line momentum in both global innerwear and activewear businesses. In my remarks today, I'll be comparing our results to the second quarter of 2019. For the quarter as compared to 2019, sales increased 15% with double-digit growth in each of the segments. Operating profit increased 14%, cash flow from operations increased 43% to $195 million, and our leverage improved to 2.9 times. With that summary, let's turn to the details of the quarter's results. Sales increased $233 million to $1.75 billion. The impact from foreign exchange rates contributed approximately $26 million or 175 basis points to the quarter's growth. Adjusted gross profit increased $102 million or 18% compared to 2019, while adjusted gross margin increased approximately 75 basis points to 39%. The margin expansion was driven by leverage from higher sales, the benefit from product mix and the impact from foreign exchange rates. These items more than offset the higher expedite cost and sourcing premiums we experienced to meet the stronger-than-expected demand in the quarter. Adjusted operating profit increased $29 million or 14% to $236 million. Adjusted operating margin of 13.5% was approximately 15 basis points lower than the second quarter of 2019. Higher investments in brand marketing essentially offset the fixed cost leverage from the higher sales. Adjusted earnings per share from continuing operations increased 24% to $0.47, while GAAP earnings per share from continuing operations increased 2% to $0.42. Now let me take you through our segment performance. U.S. innerwear sales increased 19% or $123 million over 2019 with comparable double-digit growth in both basics and intimates. The growth was driven by two factors: first, the strong underlying performance of our brands, which resulted in market share gains across our basics and intimates product portfolios. And second, the benefit of certain transitory items such as stimulus, restocking and pent-up consumer demand that drove category growth rates above historical levels. For the quarter, innerwear operating margin of 23.8% was 150 basis points above 2019. The margin improvement was driven by volume leverage and sales mix, which more than offset higher expedite cost and increased investments in brand marketing. Turning to U.S. activewear. Revenue increased 15% or $53 million driven by growth across the online, wholesale and distributor channels. Our sports and college licensing business increased significantly from last year. However, it remains below 2019 levels as on-campus attendance in the spring was still below pre-pandemic levels. Looking at Champion brand within the activewear segment, Champion increased 20% as compared to 2019. Activewear's operating margin of 10.2% declined 290 basis points compared to 2019 as the leverage from higher sales was more than offset by higher expedite and distribution costs to meet the higher-than-expected demand as well as increased investments in brand marketing. Switching to our International segment. Revenue increased 11% compared to 2019. On a constant currency basis, sales increased 5% or $22 million. We experienced growth in Australia behind our Bonds brand. We also saw growth in Europe and the Americas, while sales in Asia Pacific declined driven by ongoing COVID headwinds in Japan. For the quarter, the International segment's operating margin of 12.9% was 250 basis points below 2019 levels, driven by increased investments in brand marketing as well as deleveraging Asia Pacific from lower sales. Touching briefly on Champion in the quarter. Global Champion sales increased 21% over 2019 on a reported basis and 18% on a constant currency basis. Champion sales in the U.S. which include all Champion brand sales in our activewear, innerwear and other segments increased 25%. Champion sales in our International segment increased 15% on a reported basis and 9% in constant currency as compared to the second quarter 2019. Turning to cash flow. We generated $195 million of operating cash flow in the quarter driven by strong operating results and focused working capital management. Looking at the balance sheet, inventory is coming down, our turns are improving, and we're on track with our SKU reduction initiative. And our leverage at the end of the quarter improved to 2.9 times on a net debt-to-adjusted EBITDA basis as compared to 3.7 times a year ago. And now turning to guidance. However, I'd like to share a few thoughts to frame our outlook. Similar to our prior remarks, my guidance comparisons will be to 2019. At a high level, we increased our second half guidance for sales, operating profit and earnings per share by $375 million, $35 million and $0.08, respectively, compared to our prior outlook. And we have factored the following puts and takes of the current environment into our guidance. First, we're staying committed to our strategy that we rolled out in May. Long term, we believe it's the right thing to do for our business and our brands. We're going to continue to increase the investment behind our brands, and we're excited about the consumer reaction that we're getting. Second, we see stronger-than-expected demand in both our innerwear and activewear businesses, which is being further fueled by the benefits from the recent Child Tax Credit Payments in the U.S. And third, rising COVID cases continue to weigh on the macro environment. It's creating headwinds from additional lockdowns, most recently in Japan and Australia. It's also creating incremental disruptions to supply chains around the world. This, in turn, is driving cost pressure as well as higher levels of inflation relative to our prior outlook. One of the advantages to owning our supply chain is that we have very good visibility, which allows us to be proactive. Our supply chain team is doing a great job managing these challenges as well as identifying additional savings and efficiencies to partially offset the increased inflation pressures. The estimated increase in cost and inflation pressure is approximately 40 basis points of operating margin pressure in the second half relative to our previous outlook. Looking at our key guidance metrics. From a revenue perspective, we raised our second half and full year outlook. For the full year, we increased our revenue guidance by $550 million, bringing the range to $6.75 billion to $6.85 billion. We also issued third quarter revenue guidance of $1.78 billion to $1.81 billion. And at the midpoint, our guidance now implies revenue growth of 11% for the third quarter, 15% for the fourth quarter and 13% for the full year as compared to 2019. The higher revenue outlook is driving our increased operating profit and earnings per share guidance for the second half and full year. Our full year guidance for both GAAP and adjusted operating profit increased $65 million. We now expect full year adjusted operating profit to be in the range of $880 million to $910 million. For the third quarter, we issued adjusted operating profit guidance of $235 million to $245 million. Our full year guidance for adjusted earnings per share from continuing operations increased $0.17, bringing our range to $1.68 to $1.76. With respect to our guidance for cash flow from operations, we now expect to generate approximately $550 million for the full year. I'm incredibly pleased to have you on the team. So we certainly have a lot of good things going on in the business. As I step back, the key highlights I see coming in the second quarter are we delivered strong results, which exceeded the high end of our expectations. We're upbeat given the momentum in our underlying business, which is reflected in our increased outlook for the second half. We plan to continue to increase investments in our brands in the second half despite the challenges in the global environment. We remain committed to our growth strategy and investing in our brands is critical to the long-term success of HanesBrands. Our Full Potential plan is in place, and we're rapidly executing against it to generate higher, more consistent revenue and profit growth. ","q2 adjusted earnings per share $0.47 from continuing operations. q2 gaap earnings per share $0.42 from continuing operations. q2 sales $1.75 billion versus refinitiv ibes estimate of $1.59 billion. sees q4 adjusted earnings per share $0.37 to $0.42 from continuing operations. sees fy adjusted earnings per share about $1.68 to $1.76 from continuing operations. sees q3 gaap earnings per share $0.42 to $0.45 from continuing operations. sees q3 sales about $1.78 billion to $1.81 billion. sees fy sales about $6.75 billion to $6.85 billion. sees q4 sales about $1.71 billion to $1.78 billion. " "For the first quarter of 2020, net income on a GAAP basis was approximately $22 million or $0.42 per diluted share compared to net income of $110 million or $2.14 per diluted share in the first quarter of 2019. Excluding nonrecurring, other income and losses, non-GAAP adjusted net income for the first quarter was $20 million or $0.39 per diluted share compared to $2.30 per diluted share in the first quarter of 2019. Adjusted EBITDA was $62 million in the first quarter of 2020 as compared to adjusted EBITDA of $181 million in the same period of 2019. The quarterly decrease was primarily driven by a 31% decrease in average net selling prices and a 13% decrease in sales volumes. Our adjusted EBITDA margin was 27% in the first quarter of 2020 compared to 48% in the first quarter of 2019. Total revenues were approximately $227 million in the first quarter of 2020 compared to $378 million in the same period last year. This decrease was primarily due to the decrease in average net selling prices and sales volumes in a weaker market environment than last year. The average net selling price per short ton decreased approximately 31% in the first quarter of 2020 compared to the same period in 2019. As you may recall, last year's first quarter saw stronger met coal demand and higher pricing. The Platts Premium Low Vol FOB Australian Index averaged $51 per ton lower in the first quarter of 2020 compared to the same quarter last year. Demurrage and other charges reduced our gross price realization to an average net selling price of $122 per short ton in the first quarter of 2020 compared to $176 per short ton in the same period last year. Mining cash cost of sales was $151 million or 68% of mining revenues in the first quarter compared to $182 million or 49% of mining revenues in the first quarter of 2019. Cash cost of sales per short ton, FOB port, was approximately $83 in the first quarter compared to $87 in the same period of 2019. The decrease is primarily due to lower price-sensitive costs such as transportation and royalties that vary with met coal pricing, offset partially by 13% lower sales volumes. SG&A expenses were about $8 million or 4% of total revenues in the first quarter of 2020 compared to approximately $9 million in the prior year period, primarily due to lower corporate expenses. Depreciation and depletion expenses for the first quarter of 2020 were $29 million compared to $22 million in 2019. The increase quarter over quarter was primarily due to the high level of capital spending during 2019. Net interest expense was about $8 million in the first quarter and included interest on our outstanding debt plus amortization of our debt issuance costs associated with our credit facilities, partially offset by interest income. This amount was $1 million lower compared to the same period last year primarily due to the early retirement of a portion of our debt in last year's first quarter. We recorded noncash income tax expense of $3 million during the first quarter of 2020 and $28 million in the same period last year. These results primarily reflect the utilization of our net operating losses, or NOLs, with a corresponding decrease in the balance sheet account deferred income taxes. We paid no cash taxes in the first quarter of 2020 or 2019. We continue to expect the utilization of our NOLs will reduce our federal and state income tax liability to 0 until the NOLs are fully utilized or expired. We expect this will continue to drive significant free cash flow conversion over the next several years. Turning to cash flow. During the first quarter of 2020, we used $5 million of free cash flow, which was the result of cash flows provided by operating activities of $21 million, less cash used for capital expenditures and mine development costs of $26 million. Free cash flow in the first quarter of 2020 was negatively impacted by an increase in net working capital. The increase in net working capital was primarily due to higher accounts receivable and inventory, partially offset by an increase in accounts payable. Operating cash flows were significantly lower in the first quarter of 2020 compared to 2019, primarily due to lower average net selling prices of 31% and lower sales volumes of 13%. Cash used in investing activities primarily for capital expenditures and mine development costs was $20 million during the first quarter of 2020 compared to $30 million for the same period last year. Cash flows provided by financing activities were $63 million in the first quarter of 2020 and consisted primarily of the draw on our ABL facility of $70 million as a precautionary measure, less payments for capital leases of $4 million and less payment of the quarterly dividend of $3 million. Of note, our balance sheet remains strong with a leverage ratio of 0.52x adjusted EBITDA. In addition, we have ample liquidity without the fixed costs associated with legacy liabilities with the low and variable cost structure. Our total available liquidity at the end of the first quarter of 2020 was $303 million, consisting of cash, cash equivalents of $257 million and $46 million available under our ABL facility, net of borrowings of $70 million and outstanding letters of credit of approximately $9 million. As I mentioned earlier, we drew $70 million on our ABL facility as a precautionary measure to increase liquidity and reduce risk during these unprecedented times. We intend on retaining the funds and cash to preserve liquidity amid the growing uncertainty surrounding the COVID-19 outbreak. In summary, the first quarter results for production and sales volumes turned out as expected and previously disclosed. The overall financial results were primarily driven by lower net selling prices and slightly lower sales volumes compared to last year's first quarter. Now turning to our outlook for the remainder of the year. In light of the uncertainties regarding the duration of the COVID-19 pandemic and its overall impact on the global economy and the company's operations, we are withdrawing our full year 2020 guidance issued on February 19 at this time. We're also appropriately adjusting operational needs, including managing expenses, capital expenditures, working capital, liquidity and cash flows. For example, as precautionary measures, we have delayed the $25 million budgeted for the development of the Blue Creek project until at least July 1, 2020, and have temporarily suspended our stock repurchase program. We will continue to evaluate the impact of the COVID-19 pandemic on our business for the remainder of the fiscal year and expect to provide further updates to our financial outlook and the development of the Blue Creek project during our second quarter earnings call to be held in late July. We're continuing to pay our quarterly dividend at this time, but we'll continue to monitor liquidity in light of the COVID-19 pandemic. Before we move on to Q&A, I'd like to make a few more comments. While we were pleased with our first quarter results, the rest of the year is less certain. We are clearly seeing the impact of COVID-19 on global steel production and overall met coal pricing in light of reduced automobile manufacturing and a slowdown of construction projects. Although we did experience some reduction in sales orders toward the end of the first quarter, it is now apparent that the full impact of COVID-19 on met coal demand erosion may not materialize until the second quarter of 2020 and possibly beyond. And as a result, the unprecedented level of uncertainty in our customers' markets has made the job of forecasting, which was already challenging, even more difficult. We continue to regularly update our business continuity planning on global steel production and met coal demand for various potential developments related to COVID-19 and will continue to take precautionary measures as necessary or advisable. We've kept and will continue to keep close contact with our customers during this period in order to optimize our sales orders and capitalize on opportunities if and when they appear in the marketplace. Regarding met coal pricing, we expect all indices to remain under pressure as long as the supply and-demand balance remains stressed by the uncertainty of current events. Despite the unknowns, there are a few important reasons that our business is well positioned to weather any prolonged economic challenge: one, we have a strong balance sheet and adequate liquidity; two, our low and variable cost structure enables us to drive high margins and free cash flow across most business environments; three, we've made significant investments in our operations over the past three years, allowing us to now reduce capital expenditures as needed without impacting operations; four, we maintain one of the world's highest quality met coal portfolios, and we have strong long-term customer relationships; and five, our highly talented workforce is committed to safely and efficiently driving results. As a result of these factors, I'm confident we will emerge from this health crisis ready to achieve our long-term growth potential. ","q1 adjusted earnings per share $0.39. q1 earnings per share $0.42. warrior met coal - withdrawing full-year 2020 guidance issued on february 19, 2020 at this time. " "After my remarks, Dell will review our results in additional detail, and then you'll have the opportunity to ask questions. During the first quarter we saw COVID-19 the Chinese fail on Australian calls have a continued impact on both pricing and demand across the mecole industry. We continue to take the necessary measures to adjust our workplace environment to comply with social distancing, and personal hygiene guidelines set forth by various health organizations to protect the health and safety of our employees while maintaining our operations. Despite these challenging headwinds, especially on NET Core pricing, we were pleased to be free cash flow positive for the fourth consecutive quarter since the pandemic began. We remain focused on preserving cash and liquidity while managing the aspects of the business that we can control. Importantly, we achieved our second lowest quarterly cash cost per tour done since going public. As the Chinese ban on Australian coals continue during the forced first quarter, we were able to monetize our higher than normal inventories on Chinese spot volumes, which partially offset some of the impact of the depressed pricing environment experienced in our natural markets. growing market fundamentals persisted across all geographies during the first quarter, allowing our customers to benefit from record high steel prices and strong demand for their products. Global steel production remains on its recovery path to pre pandemic levels. The world steel Association has reported a 6% increase in global pig production for the first quarter, with China leading the charge with a year over year increase of 8%. Excluding China the rest of the world grew at a more moderate pace of 2%. Unfortunately, the metco markets remain split in a two tier pricing system due to the ongoing Chinese ban of Australian coal imports. On one side, you have non Australian premium hard coking coals imported into China benefiting from a stable and elevated CFR base index price that was range bound between 214 and $223 per metric ton for most of the first quarter. On the other side, you have Australian base premium calls that have been impacted by high volatility and low pricing. We saw the Australian index price climb from its low of $102 per metric ton at the start of the year, and peak at a high of $161 per metric ton in late January. At this point, the price started its gradual decline, hitting its low of $110 per metric ton in late March. The prolonged import ban by China has also created shifts in trade patterns, as more Australian calls are making their way into Japan, South Korea, India and Vietnam and also in our natural markets of Europe and South America. As anticipated, Chinese by Nicolas was low, join there. New Year's celebrations in February. However, it remained subdued for a longer period than expected following the holiday. However, an uptick in transactions and interest was observed prior to the end of the quarter and has remained active since. We had expected contracted sales into our natural markets were strong for the entire first quarter. sales volume in the first quarter was 2 million short tons compared to 1.8 million short tons in the same quarter last year. Our sales by geography for the fourth quarter were 30% into Europe 14% into South America, and 56% into Asia. production volume in the first quarter of 2021 was 2.2 million short tons, compared to a similar amount in the same quarter of last year. The mines ran well in the first quarter, and we built a little more inventory. As planned and previously communicated, inventories remained elevated at the end of the first quarter compared to pre pandemic levels, call inventory levels increased to 220,004 times to 1.2 million short times at the end of the first quarter. The higher than normal inventory levels allow us to continue to supply our valued customers during the rest of the year. Our gross price realization for the first quarter of 2021 was 95% of the Platts premium lowball fob Australian index price and was higher than the 89% achieved in the prior year period. Or better gross price realization was primarily due to a higher percentage of our sales to Chinese customers that the CFR index price or spot sales volume in the first quarter was approximately 48% of total volumes, compared to a normal expectation of approximately 20%. The end of our first quarter also coincided with the exploration of our collective bargaining agreement with the United Mine Workers of America on April 1. While we continue to negotiate in good faith with the NWA to reach a new contract, the new NWA has initiated a strike that continues today. I'll now ask you to address our first quarter results in greater detail. The company record a net loss on a GAAP basis of approximately $21 million, or a loss of 42 cents per diluted share, compared to net income of $22 million or 42 cents per diluted share in the same quarter last year. Non GAAP adjusted net income for the first quarter, excluding that non cash charge for Tax Valuation allowance was eight cents per diluted share, compared to 39 cents per diluted share in the same quarter of 2020. Justin EBITDA was $47 million in the first quarter of 2021 as compared to $62 million in the same quarter last year. The quarterly decrease was primarily driven by a 13% decrease, in average net selling prices partially offset by higher sales volume. Our adjusted EBITDA margin was 22% in the first quarter of 2021, compared to 27% in the same quarter last year. revenues were approximately $214 million in the first quarter of 2021, compared to $227 million in the same quarter last year. This decrease was primarily due to the 13% decrease in average net selling prices, partially offset by an 8% increase in sales volume in a weak price environment as was noted earlier. The Platts premium lowball fob Australian index price average $28 per metric ton lower or down 18% in the first quarter of 2021. Compared to the same quarter last year, the index price averaged $127 per metric ton for the quarter. The merge and other charges reduced our gross price realization to an average net selling price of $106 per short term in the first quarter of 2021, compared to $122 per short term in the same quarter last year. cost of sales was $154 million, or 75% of mining revenues in the first quarter, compared to $152 million, or 68% of mining revenues in the same quarter of 2020. The slight increase in total dollars was primarily due to higher sales volume, offset by lower variable cost and a focus on controlling cost of sales per short ton fob port was approximately $79 in the first quarter compared to $83 in the same period of 2020. $79 per short ton, was our second lowest quarterly amount in the last four years. Cash costs and price sensitive costs such as wages, transportation, and royalties that vary with net co pricing were lower in the first quarter, along with a focus on cost control. tissue, the expenses were about $8 million, or 3.6% of total revenues in the first quarter of 2021. And we're 10% lower than the same quarter last year, primarily due to lower professional fees and employee related expenses. depreciation depletion expenses for the first quarter of 2021, with $33 million, compared to $29 million in last year's quarter. Increase quarter over quarter was primarily due to a higher amount of assets placed in service and higher spending levels. The interest expense was about $9 million in the first quarter and included interest on our outstanding debt plus amortization of our debt issuance costs associated with our credit facilities, partially offset by interest income. This was approximately $1 million higher compared to the same period last year, primarily due to incremental borrowings on our abl facility and lower returns on cash balances. We record an income tax expense of $24 million during the first quarter of 2021, compared to inexpensive $3 million in the same quarter last year. The first quarter is tax expense included a non cash charge, recognized upon the establishment of a valuation allowance against our state deferred income tax assets. This result was due to a change in Alabama State tax law in February, that became effective as of the beginning of the year. In essence, our export sales are no longer subject to Alabama state income taxes. And therefore the value of our state net operating losses have been written down to cash flow in the first quarter of 2021, we generate $23 million in positive free cash flows, which resulted from cash flows provided by operating activities the $45 million less cash used for capital expenditures in mind development cost of $22 million. free cash flow in the first quarter of 2021 was positively impacted by a small decrease in net working capital. Operating cash flows were higher in the first quarter of 2021, compared to the same quarter last year, primarily due to higher sales volumes and lower cost. pressures and invest investing activities for capital expenditures and mine development costs were $22 million during the first quarter of 2021, compared to $26 million in the same quarter last year. We continue to rationalize spending during these unprecedented times. The company spent $13 million per 58% less on capex in the first quarter of 2021 compared to the same period last year, which was largely offset by higher spending on mine development cost. Cash Flows used by financing activities were $13 million in the first quarter of 2021 and consisted primarily of payments for capital leases of $8 million in the payment of a quarterly dividend of $3 million. Balance Sheet remains strong with a leverage ratio of 2.4 times adjusted e but we believe our liquidity is adequate to navigate these uncertain times. Our strong balance sheet with no near term debt maturities, combined with a low and variable call structure has allowed us to continue paying our quarterly dividend during the pandemic. Total available liquidity at the end of the first quarter was $272 million consisting of cash and cash equivalents of $222 million with $50 million available under a abl facility which is net of borrowings of $40 million and now saying letters of credit for approximately $9 million. Now attorney drawer an outlook is the ongoing uncertainty related to our negotiations with the Union, the covid 19 pandemic, the Chinese ban on Australian coal and other potentially disruptive factors, we will not be providing full year 2021 guidance at this time. We expect to return to providing guidance once there's further clarity on these issues. We continue to appropriately adjust our operational needs, including managing our expenses, capital expenditures, working capital, liquidity and cash flows. We have delayed the development of the blue Creek project, and our stock repurchase program also remains temporarily suspended. Before we move on to q&a, I'd like to make some final comments. We still do not have a clear view of when the trade of seaboard metals will return to normal and efficient market conditions. Although we continue to believe that a partial or full easing of a Chinese ban on Australian coal is most likely to happen at some point in time. We expect current pricing bifurcation in the markets to remain in place as long as the band remains in place. We expect the difference between the Australian fob and the China CFR indices to narrow once the ban is lifted, returning to normal levels. However, the correction may take some time. Is there a plenty of floating vessels of Australian calls off the coast of China, as well as large volumes of calls in the ports that have been offloaded but have not cleared customs. We believe that the demand for coal to remain strong for the next few quarters, as indicated by our customers buying patterns. Also, we believe that our markets remain vulnerable to COVID-19 related demand disruptions. Mostly in Asia, Europe, South America will remain focused on serving our customers through the duration of our ongoing labor negotiations while taking advantage of spot volumes when possible. As I mentioned earlier, our contracts with the NWA expire on April 1. And the NWA has initiated a strike that continues today. We believe that we are well positioned to fill our customer volume commitments for 2021 of approximately 4.9 to 5.5 million short tons through a combination of existing coal inventory of 1.2 million short tons and expected production during the rest of the year. For now, we have idle mind for we expect production to continue at mine seven, although at lower than usual rates. While we have business continuity plans in place to strike may still cause disruption to production, and shipment activities. And the plans may vary significantly from quarter to quarter in 2021. Finally, as we navigate through these headwinds, we will continue to execute our business continuity plans to meet our customer demands. ","will not be providing full year 2021 guidance at this time. warrior met coal - has delayed development of blue creek project and its stock repurchase program also remains temporarily suspended. " "Joining us on our call today are Craig Menear, chairman and CEO; Ted Decker, president and chief operating officer; and Richard McPhail, executive vice president and chief financial officer. Questions will be limited to analysts and investors. And as a reminder, please help yourself to one question with one follow up. These risks and uncertainties include, but are not limited to, the factors identified in the release and in our filings with the Securities and Exchange Commission. Reconciliation of these measures is provided on our website. I'm pleased to report that we had another strong performance in the third quarter. Sales for the third quarter were $36.8 billion, up 9.8% from last year. Comp sales were up 6.1% from last year with U.S. comps of positive 5.5%. Diluted earnings per share were $3.92 in the third quarter, up from $3.18 in the third quarter last year. Home improvement demand remains strong. Our customers remained engaged with projects around the home and we continue to focus on delivering the best experience in retail. As we mentioned last quarter, we continue to see customers taking on larger home improvement projects as evidenced by the continued strength with our Pro customer, which once again outpaced the DIY customer. As been the case for the last 18 months, the team is doing an outstanding job of navigating a fluid and challenging operating environment. Ultimately, this is what has allowed us to respond to the strong home improvement demand that has persisted. We had positive comps every week despite unprecedented comparison last year and grew sales by $3.3 billion in the third quarter, bringing total sales growth year to date to more than $15.5 billion through the third quarter. From a geographic perspective, all of our 19 U.S. regions posted positive comps versus last year and both Canada and Mexico posted positive comps. These results were driven by our associates who have maintained a relentless focus on our customers, while simultaneously managing industrywide supply chain disruptions, inflation and a tight labor market. While these factors present challenges for retail as a whole, we will use our experience, tools and our scale to manage through this environment with the intent to deliver a strong value proposition to our customers. Our respective teams have worked tirelessly to build depth in key product categories and to flow products to our stores and distribution centers as quickly and efficiently as possible. Beyond the current environment, we are focused on positioning ourselves for growth. We are investing in stores to drive further productivity, which Ted will discuss. We are enhancing the interconnected shopping experience by investing to remove friction for our customers wherever possible. And the build-out of our supply chain vision continues to progress and we remain on track with our plans. We are encouraged by the results that we're seeing from buildings that we have stood up as we optimize and assort these facilities to unlock their full potential. We believe that the network we are building is unique to the market. It will not only enhance the customer experience from a delivery standpoint, but also expand the opportunity to capture wallet share gains with both new and existing customers, drive efficiency end to end and leverage our scale to further extend our low-cost position in home improvement. In the near term, we remain focused on being flexible and agile as we navigate this dynamic environment. But we also continue to leverage the momentum of our strategic investments to further enhance the interconnected shopping experience in support of our goals to drive growth faster than the market in any environment, further strengthen our position as a low-cost provider and home improvement with a relentless focus on productivity and efficiency and deliver exceptional shareholder value. Our ability to invest for the future while also managing the most fluid environment in our company's history is a direct result of our associates and their extraordinary efforts. military veterans since 2011. This brings us closer to achieving our goal to invest $0.5 billion in veteran causes by 2025. We had a great third quarter. There is no question that pressures on global supply chains increased over the last 18 months. That being said, we could not be more pleased with how our cross-functional teams responded. The teams took a number of decisive actions to secure more product for our customers while continuing to find new and different ways to flow that product. Beginning in the second quarter of last year, our merchant inventory and supply chain teams leveraged tools and analytics and work with our vendor partners to adjust our assortments and in some cases, introduced alternative products. The teams also built depth in job lot quantities and high-demand products. We improved our in-stock levels in the back half of last year and we've been able to sustain and in some cases, improve our levels, even as home improvement demand remains elevated. In addition to the challenging supply chain environment, we are also seeing rising cost pressures across several different product categories. Our seasoned teams of merchandising, finance and data analytics associates are working with our supplier partners to manage through these pressures. We have effectively managed inflationary environments in the past and we feel good about our ability to continue managing through the current environment while being our customers' advocate for value. Turning to our comp performance during the third quarter, 12 of our 14 merchandising departments posted positive comps. Appliances, plumbing, electrical, building materials, tools, kitchen and bath, decor and storage, millwork and flooring had comps above the company average. Paint, outdoor garden and hardware were positive but below the company average. Indoor garden was essentially flat and lumber posted a high single-digit negative comp compared with lumber comps of more than 50% in the third quarter of 2020. On a two-year basis, each of our departments posted healthy double digit positive comps. Our comp average ticket increased 12.7% and comp transactions decreased 5.8%. Growth in our comp average ticket was driven in part by inflation across several product categories. Our commodity categories positively impacted our average ticket growth by approximately 70 basis points in the third quarter driven by inflation in copper and building materials, which was partially offset by deflation in lumber. On a two-year basis, both comp average ticket and comp transactions were healthy and positive. Big ticket comp transactions or those over $1,000 were up approximately 18% compared to the third quarter of last year. During the third quarter, Pro sales growth continue to outpace DIY growth. On a two-year comp basis, growth of both our Pro and DIY customers was consistent and strong. Similar to the second quarter, we saw many of our customers turn to Pros for help with larger projects. We see this in the strength of several Pro-heavy categories like drywall, pneumatics, pipe and fittings and several millwork categories. We remain encouraged by what we are hearing from our Pros as they tell us their backlogs are healthy. Sales leveraging our digital platforms grew approximately 8% for the third quarter, which brings our digital two-year growth to approximately 95%. Our customers continue to shop with us in an interconnected manner as approximately 55% of our online orders are fulfilled through our stores. While we navigate these challenging environment, we continue to invest in our business to enhance the customer shopping experience while also driving productivity and efficiency. We believe we have a significant opportunity to further optimize space productivity in our stores by balancing the art and science of retail. This is a continuous process that we believe leads to better, more productive assortments and space allocations, which ultimately drives value for our customers. Let me take a moment to comment on some unique capabilities we've built that showcase what I mean. More than a year ago, we started to test in some of our higher-volume stores. The idea was, how can we further drive space productivity and improve the shopping experience at the same time. Our cross-functional teams applied a combination of space optimization models in conjunction with the expertise of our local field merchants, many of whom have more than 30 years of tenure with The Home Depot to create store-specific outcomes that adjust assortments and improved space utilization. The results exceeded our expectations. Sales per square foot improved, on-shelf availability improved, Voice of the Customer scores improved, labor utilization improved. And during the process, we were able to add net new base to the stores. As a result, we went from a small test to now targeting more than 400 stores this year with more in the pipeline for next year. I want to recognize all the teams helping drive this success. As we turn our attention to the fourth quarter, we are excited about the upcoming holiday season. During the third quarter, we hosted our Halloween event and cannot be happier with the results. We saw record sales and sell-through as customers responded to our exclusive product offerings and innovative approach to the category. During the fourth quarter, we intend to continue this momentum with our annual holiday, Black Friday and gift center events. Like last year, we extended these events to cover a longer period and not just focus on one day. In the third quarter, total sales were $36.8 billion, an increase of $3.3 billion or 9.8% from last year. Foreign exchange rates positively impacted total sales growth by approximately $190 million. During the third quarter, our total company comps were positive 6.1% with positive comps in all three months. We saw total company comps of 3.1% in August, 4.5% in September and 9.9% in October. Comps in the U.S. were positive 5.5% for the quarter with comps of 2.2% in August, 4% in September and 9.6% in October. In the third quarter, our gross margin was 34.1%, a decrease of approximately 5 basis points from the same period last year. While there are many factors that impact gross margin, during the third quarter, our gross margin was negatively impacted by higher transportation costs and mix of products sold, which was partially offset by higher retail prices. During the third quarter, operating expense as a percent of sales decreased approximately 130 basis points to 18.4%. Our operating leverage during the third quarter reflects the lapping of significant COVID-related expenses that we incurred in the third quarter of 2020 to support our associates, as well as payroll leverage. Our operating margin for the third quarter was 15.7%, an increase of approximately 125 basis points from the third quarter of 2020. Interest and other expense for the third quarter was essentially flat with the same period last year. In the third quarter, our effective tax rate was 24.5%, up from 24.1% in the third quarter of fiscal 2020. Our diluted earnings per share for the third quarter were $3.92, an increase of 23.3% compared to the third quarter of 2020. At the end of the quarter, inventories were $20.6 billion, up $4.4 billion from last year and inventory turns were 5.4 times compared with 5.9 times this time last year. Turning to capital allocation. After investing in our business, it is our intent to return excess cash to shareholders in the form of dividends and share repurchases. As we have mentioned on previous calls, we plan to continue investing in our business with capex of approximately 2% of sales on an annual basis. We also plan to maintain flexibility to move faster or slower depending on the environment. A good illustration of this is what you heard from Ted. We built capabilities to drive productivity across some of our higher-volume stores, we tested them, we saw strong results across key performance metrics and we moved quickly to expand the investment. During the third quarter, we invested approximately $700 million back into our business in the form of capital expenditures bringing year-to-date capital expenditures to approximately $1.7 billion. And during the quarter, we paid approximately $1.7 billion in dividends to our shareholders and we returned approximately $3.5 billion to shareholders in the form of share repurchases. Computed on the average of beginning and ending long-term debt and equity for the trailing 12 months, return on invested capital was approximately 43.9%, up from 41.6% in the third quarter of fiscal 2020. As you have heard from Craig, we're very pleased with the strong performance we saw during the third quarter, particularly as we lap the unprecedented growth we saw this time last year. Customer engagement remains strong and demand for home improvement is healthy. We've been pleased with our team's ability to navigate the challenging environment. However, we do not believe we can accurately predict how the external environment and cost pressures will evolve and how they will ultimately impact consumer spending. As we've mentioned on previous calls, our teams are managing our business on a relatively short cycle and we will continue to execute with flexibility and focus on what has driven our successful performance to date. Longer term, we remain committed to what we believe is the winning formula for our customers, our associates and our shareholders. We intend to provide the best customer experience in home improvement. We intend to extend our position as the low-cost provider. And we intend to be the most efficient investor of capital in home improvement. If we do these things, we believe we will continue to grow faster than our market and we will deliver exceptional value to our shareholders. ","compname announces q3 earnings per share $3.92. q3 earnings per share $3.92. q3 sales rose 9.8 percent to $36.8 billion. qtrly comparable sales in u.s. increased 5.5 percent.comparable sales for q3 of fiscal 2021 increased 6.1 percent. " "Their dedication to HEICO's customers and the safety of their fellow team members has been exemplary. I want each and every member of HEICO's global team to understand that the Board of Directors and I are humbled by your dedication and continued focus on safety and well-being during these challenging times. I am confident that our future is bright and we will exit this COVID-19 period as a stronger and more competitive Company. At this time, I will take a few minutes to discuss the impact on HEICO's operating results from the outbreak for the three and nine months ended July 31, 2020. The effects of the outbreak and the related actions by governments around the world to mitigate its spread have impacted our employees, customers, suppliers, and manufacturers. In response to the economic impact from the outbreak, we at HEICO have implemented certain cost reduction efforts, including layoffs, temporary reduced work hours, temporary pay reductions within various departments of our business, including within our entire executive management team as well as our Board of Directors. With respect to the results of operations, approximately half of our net sales are derived from defense, space, and other industrial markets, including electronics, medical, and telecommunications. Demand for products in that half of our business has not been fundamentally impacted and its operational results remain materially consistent with the financial expectations prior to the outbreak. We have experienced and expect to continue experiencing periodic operational disruptions resulting from supply chain disturbances, staffing challenges, including at some of our customers, temporary facility closures, transportation interruptions, and other conditions, which [Technical Issues] or increased costs. While these issues have not yet been material overall, we have experienced disruption in some orders and some shipments during the third quarter. The remaining portion of our net sales is derived from commercial aviation products and services. [Technical Issues] has caused significant volatility and a substantial decline in the value across global markets. Most notably, the commercial aerospace industry experienced an ongoing substantial decline in demand resulting from a significant number of aircraft in the global fleet being grounded during our third quarter. Our businesses that operate within the commercial aerospace industry have been materially impacted by the significant decline in global commercial air travel that began in March of this year. Consolidated net sales for our businesses that operate within the commercial aerospace industry decreased by approximately 54% during the third quarter of fiscal '20. As I previously mentioned, we have taken responsible measures to address these reductions in net sales at our affected businesses. Once commercial air travel resumes, cost savings most likely will be a priority for commercial aviation customers, and we anticipate recovery in demand for our commercial aviation products, which frequently provides aircraft operators with significant cost savings. Keep in mind that historically we have been able to make up and possibly collect some of that $7.5 million. At this point, we don't know how much that might be, if any. So, we have, as normally do, taken the most conservative approach and reserved the whole amount that could go bad. We believe that our cost savings solutions and robust product development programs will enable us to potentially increase market share and emerge with a stronger presence within the commercial aviation market. Summarizing the highlights of the third quarter, consolidated net income increased 4% to a record $251.7 million or $1.83 per diluted share in the first nine months of fiscal '20 and that was up from $242.2 million or $1.76 per diluted share in the first nine months of fiscal '19. We continue to forecast positive cash flow from operations for the remainder of fiscal '20. Cash flow provided by operating activities was consistently strong at $299 million and $313.4 million in the first nine months of fiscal '20 and '19 respectively. Cash flow provided by operating activities totaled $93.1 million or 171% of net income in the third quarter of fiscal '20 as compared to $135.1 million in the third quarter of fiscal '19. Our net debt, which is total debt less cash and equivalents, of $344.8 million compared to shareholders' equity improved to 17.7% as of July 30 [Phonetic], down from 29.8% as of October 31, 2019. Our net debt to EBITDA ratio improved to 0.7 times, less than 1 as of July 31, '20, and that was down from 0.93 times as of October 31, '19. During fiscal '20, we have successfully completed six acquisitions, four of which were completed since the outbreak start. We have no significant debt maturities until fiscal '23, and we plan to utilize our financial flexibility to aggressively pursue high-quality acquisitions to accelerate growth and maximize shareholder returns. I do want to point out that unlike some companies in the aerospace industry, HEICO did not have to go to the market to raise money at, what I consider, exorbitant rates of 8% or more. So, we just went through this financially sound and I think that has really helped us and has proven to be an excellent strategy. In July '20, we paid the regular semiannual cash dividend of $0.08 per share, and that represented our 84th consecutive semiannual cash dividend. We did not cut that -- we did not have to cut the dividend and we were very proud of that. Some companies did cut dividend significantly because of cash flow pressures; we did not. In July '20, we reported that our Sierra Microwave, VPT, 3D PLUS subsidiaries supplied mission critical hardware for the Mars 2020/Perseverance mission. The Mars mission is designed to better understand the geology of Mars and seek signs of ancient life by collecting and storing rocks, soil samples for a future return to Earth, while also testing new technology for robotic and human space exploration. We congratulate the many remarkable people who accomplished this first step in this incredible mission, and we are proud of the HEICO companies and team members who contributed to the effort and we are excited for the mission's next stage. Talking about acquisitions, in June 2020, we acquired 70% of the membership interest of Rocky Mountain Hydrostatics, which overhauls industrial pumps, motors, and other hydraulic units, with a focus on the support of legacy systems for the U.S. Navy. The remaining 30% continues to be owned by certain members of Rocky Mountain's management team. And Rocky Mountain is part of our Flight Support Group, and we expect the acquisition to be accretive to earnings within the first 12 months following closing. In August 2020, we acquired 75% of the equity interest of Intelligent Devices and Transformational Security. These two companies design and develop and manufacture state-of-the-art technical surveillance countermeasures equipment used to protect critical spaces from exploitation via wireless transmissions, technical surveillance, and listening devices. In summary, I'll say basically spying by unwanted people. These acquisitions are part of Electronic Technologies, and we expect them to be accretive to earnings within the first 12 months following closing. The remaining 25% interest was acquired by the non-controlling interest holders of a subsidiary in HEICO Electronic that is also a designer and manufacturer of the same type of equipment used basically for different applications. In August '20, we acquired 90% of the equity interest of Connect Tech. Connect Tech designs, manufactures rugged small form factor embedded computing solutions. Its components are designed for very harsh environments and primarily used in rugged commercial and industrial, aerospace and defense, transportation, and smart energy applications. The remaining 10% interest continues to be owned by a member of Connect Tech's management team. This acquisition is part of the Electronic Technologies Group, and we expect it to be accretive to earnings within the first 12 months following closing. The Flight Support Group's net sales were $731.2 million in the first nine months of fiscal '20 as compared to $915.5 million in the first nine months of fiscal '19. The Flight Support Group's net sales were $178.2 million in the third quarter of fiscal '20 as compared to $320 million in the third quarter of fiscal '19. The net sales decrease in the first nine months and the third quarter of fiscal '20 is principally organic and reflects lower demand across all of our product lines, resulting from the significant decline in global commercial air travel beginning in March 2020 due to the outbreak. Net sales in fiscal '20 follows a very strong 12% and 13% organic growth reported in the third quarter and full fiscal 2019 year respectively. The Flight Support Group's operating income was $121.6 million in the first nine months of fiscal '20 as compared to $179.8 million in the first nine months of fiscal '19. The Flight Support Group's operating income was $12 million in the third quarter of fiscal '20 as compared to $64.8 million in the third quarter of fiscal '19. The operating income decrease in the first nine months and third quarter of fiscal '20 principally reflects the previously mentioned decrease in net sales, a lower gross profit margin mainly within our aftermarket replacement parts and repair and overhaul parts and services product lines, and an increase in bad debt expense, principally due to potential collection difficulties from certain commercial aviation customers that filed for bankruptcy protection during the third quarter of fiscal '20 as a result of the financial impact of the outbreak. These decreases were partially offset by lower performance-based compensation expense. The Flight Support Group's operating margin was 16.6% in the first nine months of fiscal '20 as compared to 19.6% in the first nine months of fiscal '19. The Flight Support Group's operating margin was 6.7% in the third quarter of fiscal '20 as compared to 20.2% in the third quarter of fiscal '19. The decrease in the first nine months and third quarter of fiscal '20 principally reflects the previously mentioned lower gross profit margin and an increase in SG&A expenses as a percentage of net sales, mainly reflecting the impact of the outbreak in previously mentioned higher bad debt expense. The Electronic Technologies Group's net sales increased 4% to a record $638.3 million in the first nine months of fiscal '20, up from $615 million in the first nine months of fiscal '19. This increase is attributable to the favorable impact from our fiscal '19 and fiscal '20 acquisitions, partially offset by an organic net sales decrease of 1%. The organic net sales decrease is principally due to lower sales of our space, commercial aerospace, and other electronics products, largely attributable to the outbreak, partially offset by increased sales of our defense products. The Electronic Technologies Group's net sales decreased 2% to $210 million in the third quarter of fiscal '20 from $216.1 million in the third quarter of fiscal '19. This decrease is attributable to an organic net sales decrease of 6%, partially offset by the favorable impact from our fiscal '19 and fiscal '20 acquisitions. The organic net sales decrease is principally due to lower shipments of our defense and commercial aerospace products, mainly attributable to the outbreak, partially offset by increased sales of our space products in the third quarter. The Electronic Technologies Group's operating income increased 2% to a record $184.9 million in the first nine months of fiscal '20, up from $181.2 million in the first nine months of fiscal '19. The Electronic Technologies Group's operating income was $61.9 million and $62.2 million in the third quarter of fiscal '20 and fiscal '19 respectively. The increase in the first nine months of fiscal '20 principally reflects the previously mentioned net sales growth, lower performance-based compensation expense, and a decrease in acquisition-related expenses, partially offset by a lower gross profit margin. The lower gross profit margin is mainly due to a decrease in net sales of certain space products and the less favorable product mix of certain aerospace products, partially offset by increased net sales of certain defense products. The Electronic Technologies Group's operating margin was 29% in the first nine months of fiscal '20 as compared to 29.5% in the first nine months of fiscal '19. The decrease principally reflects the previously mentioned lower gross profit margin, partially offset by a decrease in SG&A expenses as a percent of net sales, mainly from lower performance-based compensation expense and lower acquisition-related expenses. The Electronic Technologies Group's operating margin improved to 29.4% in the third quarter of fiscal '20, up from 28.8% in the third quarter of fiscal '19. The increase principally reflects a decrease in SG&A expenses as a percent of net sales, mainly from lower performance-based compensation expense and a decrease in acquisition-related expenses, partially offset by a lower gross profit margin. The lower gross profit margin was mainly due to a decrease in net sales and less favorable product mix of certain commercial aerospace and defense products, partially offset by increased net sales and a more favorable product mix of certain space products in the quarter. Consolidated net income per diluted share decreased 32% to $0.40 in the third quarter of fiscal '20 and that was down from $0.59 in the third quarter of fiscal '19. The decrease principally reflects the previously mentioned lower operating income of the Flight Support Group, partially offset by lower income tax expense, less net income attributable to non-controlling interest, and lower interest expense. Consolidated net income per diluted share increased 4% to $1.83 in the first nine months of fiscal '20 and that was up from $1.76 in the first nine months of fiscal '19, and that increase principally reflects an incremental discrete tax benefit from stock option exercises, which were recognized in the first quarter of fiscal '20, less net income attributable to non-controlling interest and lower interest expense, partially offset by the previously mentioned lower operating income of Flight Support. Depreciation and amortization expense totaled $21.9 million in the third quarter of fiscal '20. That was up slightly from $21.1 million in the third quarter of fiscal '19 and totaled $65.2 million in the first nine months of fiscal '20, up from $61.7 million in the first nine months of fiscal '19. The increase in the third quarter and first nine months of fiscal '20 principally reflects the incremental impact from our fiscal '19 and fiscal '20 acquisitions. R&D expense was $15.1 million in the third quarter of fiscal '20 compared to $16.6 million in the third quarter of fiscal '19 and it increased 1% to $49 million in the first nine months of fiscal '20 and that was up from $48.7 million in the first nine months of fiscal '19. Significant new product development efforts are continuing at both Electronic Technologies and Flight Support, and we continue to invest more than 3% of each sales dollar into new product development. Consolidated SG&A expense decreased by 20% to $75 million in the third quarter of fiscal '20, down from $93.4 million in the third quarter of fiscal '19. Consolidated SG&A expense decreased by 13% to $232.8 million in the first nine months of fiscal '20 and that was down from $267.9 million in the first nine months of fiscal '19. The decrease in consolidated SG&A expense in the third quarter and first nine months of fiscal '20 principally reflects a concerted effort by both Flight Support and ETG to control their SG&A spend, and these efforts resulted in lower G&A expenses such as a decrease in performance-based compensation expense and a reduction in various selling expense, including outside sales commissions, marketing, and travel. These decreases were partially offset by an increase in bad debt expense at Flight Support, which I previously mentioned was $7.5 million due to potential collection difficulties from certain commercial aviation customers that filed for bankruptcy protection during the third quarter of fiscal '20 as a result of the financial impact of the outbreak as well as the increase from fiscal '19 and '20 acquisitions. Consolidated SG&A expense as a percentage of net sales increased to 19.4% in the third quarter of fiscal '20 and that was up from 17.5% in the third quarter of fiscal '19. The increase in consolidated SG&A expense as a percent of net sales in the third quarter of fiscal '20 principally reflects the aforementioned increase in bad debt expense due to bankruptcy filings made by certain commercial aviation customers and higher other SG&A expenses as a percentage of net sales due to decreased sales volumes. These increases were partially offset by lower performance-based compensation expense. Consolidated SG&A expense as a percent of net sales decreased to 17.1% in the first nine months of fiscal '20, down from 17.7% first nine months of fiscal '19. The decrease in consolidated SG&A expense as a percentage of net sales is mainly due to again lower performance-based compensation expenses, partially offset by an increase in other SG&A expenses as a percentage of net sales and an increase in the bad debt expense, reflecting the previously mentioned bankruptcy filings. Interest expense decreased to $2.6 million in the third quarter of fiscal '20, down from $5.5 million in the third quarter of fiscal '19 and decreased to $10.6 million in the first nine months of fiscal '20 and that was down from $16.5 million in the first nine months of fiscal '19. The decrease in the third quarter and first nine months of fiscal '20 was principally due to a lower weighted average interest rate on borrowings outstanding under our revolving credit facility. Our effective tax rate in the third quarter of fiscal '20 was 13.4%, compared to 22% in the third quarter of fiscal '19. The decrease principally reflects a larger deduction related to foreign-derived intangible income, principally resulting from final tax regulations that were issued in the third quarter of fiscal 2020 as part of the Tax Cuts and Jobs Act that was enacted in December 2017 as well as a larger income tax credit for qualified R&D activities. Our effective tax rate in the first nine months of fiscal '20 was 3.5% compared to 17.1% in the first nine months of fiscal '19. As previously mentioned, HEICO recognized a discrete tax benefit from stock option exercises in both the first quarter of fiscal '20 and '19, which accounted for a majority of the decrease in our year-to-date effective rate. The decrease in the effective rate in the first nine months of fiscal '20 also reflects a larger deduction related to the previously mentioned foreign-derived intangible income deduction as well as larger income tax credits for qualified R&D activities. Net income attributable to non-controlling interest was $3.2 million in the third quarter of fiscal '20 and that compared to $8 million in the third quarter of fiscal '19. Net income attributable to non-controlling interest was $16.6 million in the first nine months of fiscal '20 compared to $25 million in the first nine months of fiscal '19. The decrease in third quarter and first nine months of fiscal '20 principally reflects the impact of a dividend paid by HEICO Aerospace in June '19 -- 2019 that effectively resulted in the transfer of the 20% non-controlling interest held by Lufthansa Technik in eight of our existing subsidiaries back to the Flight Support Group and a decrease in operating results of certain subsidiaries of the Flight Support Group in which non-controlling interests are held. Moving on to the balance sheet and cash flow, our financial position and forecasted cash flow remain extremely strong. As we mentioned earlier, cash flow provided by operating activities was consistently strong at $299 million and $313.4 million in the first nine months of fiscal 2019 respectively. Cash flow provided by operating activities totaled $93.1 million or 171% of net income in the third quarter of fiscal '20 as compared to $135.1 million in the third quarter of fiscal '19. Our working capital ratio improved to 5 times as of July 31, '20, compared to 2.8 times as of October 31, 2019. Our day sales outstanding, DSOs of receivables improved to 43 days as of July 31, '20 and that compared to 45 days as of July 31, '19. We monitor all receivable collection efforts and try to limit our credit exposure. No one customer accounted for more than 10% of net sales and our Top 5 customers represented 25% and 21% of consolidated net sales in the third quarter of fiscal '20 and '19 respectively. Inventory turnover increased to 154 days for the period ended July 31, '20 and that compared to 125 days for the period ended July 31, '19. The increase in the turnover rate principally reflects certain long term and non-cancelable inventory purchase commitments based on pre-outbreak net sales expectations, and also, the necessity to support the backlog of certain of our businesses. Now, looking forward, the outlook. We cannot estimate the outbreak's duration and magnitude and we cannot confidently predict when demand for commercial aerospace products will return to pre-outbreak levels. However, we do continue to forecast positive cash flow from operations for the remainder of fiscal '20. We entered the outbreak with a healthy balance sheet that included a strong cash position and nominal debt. We believe HEICO is favorably positioned for long-term success despite the short-term challenges created by the outbreak in the global economy. This COVID pandemic will not last forever. Our time-tested strategy of maintaining low debt and acquiring and operating high cash generating businesses across a diverse base of industries beyond commercial aviation such as defense, space, and other high-end markets, including electronic and medical puts us in a good financial position to weather this uncertain economic period. Our executive team is focused on your safety and professional success. ","q3 earnings per share $0.40. continue to forecast positive cash flow from operations for remainder of fiscal 2020. " "These risks include those set forth in the Risk Factor section of Hess's annual and quarterly reports filed with the SEC. Also, on today's conference call we may discuss certain non-GAAP financial measures. A reconciliation of the differences between these non-GAAP financial measures and the most directly comparable GAAP financial measures can be found in the supplemental information provided on our website. We hope you and your families are all well. Today, I will review our continued progress in executing our strategy. Then Greg Hill will discuss our operations. And John Rielly will then review our financial performance. Let's begin with our strategy, which has been and continues to be to grow our resource base, have a low cost of supply and sustained cash flow growth. By investing only in high return low cost opportunities, we've built a differentiated portfolio that is balanced between short cycle and long cycle assets. With Guyana as our growth engine and The Bakken, Gulf of Mexico and Southeast Asia as our cash engines. Guyana is positioned to become a significant cash engine as multiple phases of low cost oil development come online, which we expect will drive our portfolio breakeven Brent oil price below $40 a barrel by the middle of the decade. As our portfolio generates increase in free cash flow, we will first prioritize debt reduction and then cash returns to shareholders through dividend increases and opportunistic share repurchases. Even as we have seen oil prices recover since the beginning of this year, our priorities continue to be to preserve cash, preserve our operating capability and preserve the long term value of our assets. In terms to preserving cash, at the end of March, we had [Technical Issues] billion cash on the balance sheet, a $3.5 billion revolving credit facility, which is undrawn and was recently extend by one year to 2024 and no debt maturities until 2023. We've mainted a disciplined capital on exploatory budget for 2021 of $1.9 billon. More than 80% of this year's capital spend is allocated to Guyana, where our three sanctioned oil developments have breakeven oil price of between $25 and $35 per barrel. And to The Bakken, where we have a large inventory of future drilling locations that generate attractive financial returns at $50 per barrel WTI. To manage downside risk, in 2021 we have hedged a 120,000 barrels of oil per day with $55 per barrel WTI put options and 30,000 barrels of oil per day with $60 per barrel Brent put options. To further optimize our portfolio and strengthen our cash and liquidity position, we recenly announced two asset sales. In March, we entered into an agreement to sell our oil and gas interest in Denmark for a total consideration of $150 million effective January 1, 2021. This transaction is expected to close in the third quarter. On April 8, we announced the sale of our Little Knife and Murphy Creek nonstrategic acreage interest in The Bakken for a total consideration of $312 million effective March 1, 2021. This acreage is located in the Southern most portion of Hess' Bakken position. And [technical issues] is connected to Hess Midstream infrastructure. The sale of this acreage, most of which we are not planning to drill before 2026, brings material value forward. This transaction is expected to close within the next few weeks. During the quarter, we also received $70 million in net proceeds from the public offering of a small portion of our Class A shares in Hess Midstream LP. The Bakken remains a core part of our portfolio. In February, as WTI oil prices moved above $50 per barrel, we added a second rig, which will allow us to sustain production and strong cash flow generation from our largest operated asset. In terms of preserving the long term value of our assets, Guyana, with its low cost of supply and industry leading financial returns remains a top priority. On the Stabroek Block, where Hess has a 30% interest, and ExxonMobil is the operator, we've made 18 significant discoveries to date, with gross discovered recoverable resources of approximately nine billion barrels of oil equvialent. And we continue to see multibillion barrels of future exploration potential remaining. We have an active exploration and appraisal program this year on the Stabroek Block. Yesterday, we announced the discovery of the Uaru-2 Well with encouraging results that further define the large aerial extent of this accumulation, underpinning a potential future oil development. In addition, drilling activites are under way, for appraisal at the Longtail-3 Well and for exploration at the Koeb-1 prospect. Production from phase 1 ran at its full capacity at 120,000 gross barrels of oil per day during the first quarter. In mid April, production was curtailed for several days after a minor leak was detected in a flash gas compressor discharge silencer. Production has since ramped back up and is expected to remain in the range of 100,000 to 110,000 gross barrels of oil per day until repairs to the discharge silencer are completed in approximately three months. Following this repair, production is expected to return to or above Liza Destiny's nameplate capacity of 120,000 barrels of oil per day. The Liza Phase-II development is on track to achieve first oil in early 2022 with a capacity of 220,000 gross barrels of oil per day. Our third oil development on the Stabroek Block, at the Payara field, is expected to achieve first oil in 2024, also with a capacity of 220,000 gross barrels of oil per day. And we're nearing work for Yellowtail, a fourth development on the Stabroek Block is under way with anticipated start-up in 2025, pending government approvals and project sanctioning. We continue to see the potential for at least 6 FPSOs, on the block by 2027 and longer term for up to 10 FPSOs to develop the discovered resources on the block. As we execute our company's strategy. We will continue to be guided by our long-standing commitment to sustainability and are proud to be an industry leader in this area. We support the aim of the Paris agreement and also a global ambition to achieve net zero emissions by 2050. As part of our sustainability commitment, our Board and our senior leadership have set aggressive targets for greenhouse gas emissions reduction. In 2020 we significantly surpassed our five-year emission reduction targets, reducing the operated Scope one and Scope two greenhouse gas emissions intensity by approximately 40% and flaring intensity by approximately 60% compared to 2014 levels. We recently announced our new five-year emission reduction targets for 2025 which are to reduce operated Scope one and Scope two greenhouse gas emissions intensity by approximately 44% and methane emissions intensity by approximately 50% from 2017 levels. In addition, we are investing in technological and scientific advances designed to reduce, capture and store carbon emissions, including groundbreaking work being conducted by the Salk Institute to develop plants with larger root systems, that according to the Salk Institute are capable of absorbing and storing potentially billions of tons of carbon per year from the atmosphere. In summary, our company is executing our strategy that will deliver increasing financial returns, visible and low risk production growth, and accelerating cash flow growth well into this decade. As we generate increasing free cash flow, we will first prioritize debt reduction. And then the return of capital to our shareholders through dividend increases and opportunistic share repurchases. Overall, in the first quarter, we demonstrated strong execution and delivery across our portfolio. Company wide net production averaged 315,000 barrels of oil equivalent per day, excluding Libya, which was in line with our guidance. The Bakken experienced extreme weather conditions and higher NGL prices during the quarter, both of which led to lower volumes. However, the higher NGL prices resulted in significantly higher net income and cash flows. Bakken net production in the first quarter averaged 158,000 barrels of oil equivalent per day, which was below our guidance of approximately 170,000 barrels of oil equivalent per day. Of this shortfall, approximately 8,000 barrels per day was due to the significant increase in NGL prices in the quarter. Much of our third-party gas processing from our operated production is done under percent of proceeds or POP contracts where we charge a fixed fee for processing wet gas but take NGL barrels as payment instead of cash. POP volumes from these contracts get reported as Hess net production. When NGL prices increase, as they did in the first quarter, it takes fewer barrels to cover our gas processing fees, hence, our reported NGL production was reduced. But again, the higher NGL prices resulted in significantly higher earnings and cash flow. The other fact that effected Bakken production in the quarter was related to winter storm Yuri, which brought power outages and average wind chill temperatures of minus 34 degrees Fahrenheit for two weeks in February. These extreme temperatures were below safe operating conditions for our crews and led to higher non-productive time on our drilling rigs, significantly higher workover backlogs and lower non-operated production. As discussed in our January earnings call, we added a second rig in the Bakken in February. In the first quarter, we drilled 11 wells and brought four new wells online. In the second quarter, we expect to drill approximately 15 wells and bring approximately 10 new wells online. And for the full year 2021, we expect to drill approximately 55 wells and to bring approximately 45 new wells online. For the second quarter, we forecast that our Bakken net production will average approximately 155,000 barrels of oil equivalent per day. And for the full year 2021, between 155,000 barrels and 160,000 barrels of oil equivalent per day. This forecast reflects the residual weather impacts, higher NGL strip prices, the sale of our non-strategic Bakken acreage, and the planned turnaround at the Tioga Gas Plant in the third quarter. We expect net production to build in the second half of the year and forecast 2021 exit rate of between 170,000 barrels and 175,000 barrels of oil equivalent per day. Moving to the offshore. In the deepwater Gulf of Mexico, first quarter net production averaged 56,000 barrels of oil equivalent per day, reflecting strong operations following hurricane recovery in late 2020. In the second quarter, we forecast that Gulf of Mexico net production will average approximately 50,000 barrels of oil equivalent per day. For the full year 2021, we maintain our guidance for Gulf of Mexico net production to average approximately 45,000 barrels of oil equivalent per day, reflecting planned maintenance downtime and natural field declines. In the Gulf of Thailand, net production in the first quarter was 64,000 barrels of oil equivalent per day as natural gas nominations continue to increase due to strong economic growth. Second quarter and full year 2021 net production are forecast to average approximately 60,000 barrels of oil equivalent per day. Now turning to Guyana. Our discoveries and developments on the Stabroek Block are world-class in every respect and with Brent breakeven oil prices of between $25 and $35 per barrel represent some of the lowest project breakeven oil prices in the industry. Production from Liza Phase-1 averaged 121,000 gross barrels of oil per day or 31,000 barrels of oil per day net to Hess in the first quarter. As John mentioned, production at the Liza Destiny was curtailed for several days following the detection of a minor gas leak in the flash gas compressors discharge silencer on April 11. Production is currently averaging between 110,000 and 100,000 gross barrels of oil per day, and is expected to stay in that range while repairs are made to the silencer. Upon reinstallation and restart of the flash gas compression system, expected in approximately three months, poduction is expected to return to or above nameplate -- nameplate capacity of 120,000 barrels of oil per day. For the second quarter, we now forecast net production to average between 20,000 barrels and 25,000 barrels of oil per day. And our full-year 2021 net production to average approximately 30,000 barrels of oil per day. SBM Offshore has placed an order for an upgraded flash gas compressor system, which is expected to be installed in the fourth quarter of 2021. Production optimization work is now planned in the fourth quarter, which will further increase the Liza Destiny progression capacity. I think it's important to note that the overall performance of the subsurface in Liza-1 has been outstanding. We have seen very strong reservoir and well performance that has met or exceeded our expectations. Once the flash gas compressor is replaced, we are confident that we will see a significant improvement in uptime reliability. At Liza Phase II, the project is progressing to plan with about 90% of the overall work completed and first oil remains on track for early 2022. The Liza Unity FPSO with a production capacity of 220,000 gross barrels of oil per day is preparing to sale from the Keppel yard in Singapore to Guyana mid year. Our third development, Payara, is also progressing to plan with about 38% of the overall work completed. The project will utilize the Liza Prosperity FPSO, which will have the capacity to produce up to 220,000 gross barrels of oil per day. The FPSO Hull is complete and topsides construction activities had commenced in Singapore. First oil remains on track for 2024. Front-end engineering and design work continues for the fourth development on the Stabroek Block at Yellowtail. The operator expects to submit a plan of development to the Government of Guyana in the second half of this year. Pending government approval and project sanctioning, the Yellowtail project is expected to achieve first oil in 2025. The Stabroek Block exploration program for the remainder of the year, will focus on both Campanian Liza-type reservoirs and on the deeper Santonian reservoirs. In addition, key appraisal activities will be targeted in the southeast portion of the Stabroek Block to inform future developments. In terms of drilling activity, as announced yesterday, the Uaru-2 well successfully appraised the Uaru well discovery and also made an incremental discovery in deeper intervals [Phonetic]. The well encountered approximately 120ft of high quality oil bearing sandstone reservoir and was drilled 6.8 miles from the discovery well, implying a potentially large areal extent. The Stena DrillMax is currently appraising the Longtail discovery and additional appraisal is planned at Mako and in the Turbot area, which will help define our fifth and sixth developments on the block. The Stena Carron has commenced exploration drilling at the Koeb-1 well and an exploration well at Whiptail is planned to spud in May. Further exploration and appraisal activities are planned for the second half of 2021 with a total of approximately 12 wells to be drilled this year. The Noble Tom Madden and the Noble Bob Douglas and the Noble Sam Croft, which recently joined the fleet, will be primarily focused on development drilling. Now shifting back to production. Company wide second quarter net production is forecast to average between 290,000 barrels and 295,000 barrels of oil equivalent per day. Full year 2021 net production is now also expected to average between 290,000 barrels and 295,000 barrels of oil equivalent per day, compared to our previous forecast of approximately 310,000 barrels of oil equivalent per day. This reduction reflects the following: approximately 7,000 barrels of oil equivalent per day, due to lower entitlements, resulting from the increase in NGL strip prices. Again, this will be accretive overall to earnings and cash flow. Second factor is approximately 6,000 barrels of oil equivalent per day was related to the sale of our interest in Denmark and non-strategic acreage in North Dakota, for which we brought full value forward. The balance primarily reflect short term weather effects in The Bakken, from which we expect to catch back up over the course of the year and again forecast a 2021 Bakken exit rate of between 170,000 barrels and 175,000 barrels of oil equivalent per day. In closing, our team once again demonstrated strong execution and delivery across our asset base under challenging conditions. Our distinctive capabilities and world-class portfolio will enable us to deliver industry-leading performance and value to our shareholders for many years to come. In my remarks today, I will compare results from the first quarter of 2021 to the fourth quarter of 2020. We had net income of $252 million in the first quarter of 2021, compared to an adjusted net loss of $176 million, which excluded an after-tax gain of $79 million from an asset sale in the fourth quarter of 2020. E&P had net income of $308 million in the first quarter of 2021, compared to an adjusted net loss of $118 million in the previous quarter. The changes in the after-tax components of adjusted E&P results between the first quarter of 2021 and the fourth quarter of 2020 were as follows. Higher realized crude oil, NGL, and natural gas selling prices increased earnings by $192 million. Higher sales volumes increased earnings by $99 million. Lower DD&A expense increased earnings by $88 million. Lower cash costs increased earnings by $39 million. All other items increased earnings by $8 million for an overall increase in first quarter earnings of $426 million. Excluding the two VLCC cargo sales, our E&P sales volumes were over lifted compared with production by approximately 300,000 barrels, which improved after-tax results by approximately $10 million. The sales from the two VLCC cargoes increased net income by approximately $70 million in the quarter. The impact of higher NGL prices improved first quarter earnings by approximately $55 million and reduced Bakken NGL volumes received under percentage of proceeds or POP contracts by 9,000 barrels of oil equivalent per day, compared with the fourth quarter of 2020. The Midstream segment had net income of $75 million in the first quarter of 2021, compared to $62 million in the prior quarter. Midstream EBITDA before noncontrolling interest amounted to $225 million in the first quarter of 2021, compared to $198 million in the previous quarter. In March Hess received net proceeds of $70 million from the public offering of 3,450,000 Hess owned Class A shares in Hess Midstream. Now turning to our financial position. At quarter end, excluding Midstream, cash and cash equivalents were approximately $1.86 billion and our total liquidity was $5.5 billion, including available committed credit facilities. While debt and finance lease obligations totaled $6.6 billion. Our fully undrawn 3.5 billion revolving credit facility is now committed through May 2024 following the amendment executed earlier this month to extend the maturity date by one year. In the first quarter of 2021, net cash provided by operating activities before changes in working capital was $815 million compared with $532 million in the fourth quarter of 2020, primarily due to higher realized selling prices. In the first quarter, net cash provided from operating activities after changes in working capital was $591 million compared with $486 million in the prior quarter. The sale of our Little Knife and Murphy Creek acreage in The Bakken for total consideration of $312 million is expected to close within the next few weeks and the sale of our interest in Denmark for total consideration of $150 million is expected to close in the third quarter of this year. Now turning to guidance. Our E&P cash costs were $9.81 per barrel of oil equivalent including Libya and $10.21 per barrel of oil equivalent, excluding Libya, in the first quarter of 2021. We project E&P cash cost excluding Libya to be in the range of $12 to $13 per barrel of oil equivalent for the second quarter, primarily reflecting the timing of maintenance and workover spend. Full year E&P cash costs are expected to be in the range of $11 to $12 per barrel of oil equivalent, which is up from previous full year guidance of $10.50 to 11.50 per barrel of oil equivalent, due to the impact of updated production guidance. DD&A expense was $11.83 per barrel of oil equivalent, including Libya. And $12.36 per barrel of oil equivalent, excluding Libya in the first quarter. DD&A expense excluding Libya is forecast to be in the range of $11.50 per barrel to $12.50 per barrel of oil equivalent for the second quarter. And full-year guidance of $12 per barrel to $13 per barrel of oil equivalent is unchanged. This results in projected total E&P unit operating costs, excluding Libya to be in the range of $23.50 per barrel to $25.50 per barrel of oil equivalent for the second quarter. And $23 per barrel to $25 per barrel of oil equivalent for the full year of 2021. Exploration expenses excluding dry hole costs are expected to be in the range of $40 million to $45 million in the second quarter. And full-year guidance of $170 million to $180 million is unchanged. The Midstream tariff is projected to be in the range of $260 million to $270 million for the second quarter. And full-year guidance of $1.90 million to 1.115 million is unchanged. E&P income tax expense excluding Libya is expected to be in the range of $25 million to $30 million for the second quarter. And $105 million to $115 million for the full year, which is up from previous guidance of $80 million to $90 million due to higher commodity prices. We expect non-cash option premium amortization will be approximately $65 million for the second quarter and approximately $245 million for the full year, which is up from previous guidance of $205 million, reflecting additional premiums paid to increase the strike price on our crude oil hedging contracts. In the second quarter, we expect to sell two one million barrel cargoes from Guyana, whereas we sold three one million barrel cargoes in the first quarter and we expect to sell five one million barrel cargoes over the second half of the year. Our E&P capital and exploratory expenditures are expected to be approximately $500 million in the second quarter, and the full year guidance of approximately $1.9 billion remains unchanged. For Midstream, we anticipate net income attributable to Hess from the Midstream segment to be in the range of $60 million to $70 million for the second quarter and the full year guidance of $280 million to $290 million remains unchanged. For corporate, corporate expenses are estimated to be in the range of $30 million to $35 million for the second quarter, and full-year guidance of $130 to $140 million is unchanged. Interest expense is estimated to be in the range of $95 million to $100 million for the second quarter, and full-year guidance of $380 million to $390 million is unchanged. This concludes my remarks. We will be happy to answer any questions. ","qtrly net production from bakken was 158,000 boepd compared with 190,000 boepd in prior-year quarter. net production from bakken is forecast to be 155,000 to 160,000 boepd for full year 2021. qtrly net production from gulf of mexico was 56,000 boepd, compared with 74,000 boepd in prior-year quarter. fy 2021 net production, excluding libya, is now forecast to be 290,000 boepd to 295,000 boepd from previous guidance. qtrly oil and gas net production, excluding libya, was 315,000 boepd. " "We're grateful for the healthcare workers and the many others on the front lines providing supplies and services as we collectively weather this pandemic. Today I'll start with COVID-19 impacts in Hawaii plans for reopening our economy and how our companies are positioned. Hawaii is facing an unprecedented challenge from COVID-19 and we're especially mindful of the essential roles our companies play. Through our utility we provide reliable electricity to keep our hospitals homes and essential businesses running. And through our bank we help ensure money keeps flowing through our economy. Continuing to provide these vital services while protecting the health of our customers as well as our employees has been a core focus. In Hawaii we talk about our special culture of Aloha and of Kuleana our responsibility to others. It's a culture that we've described previously in terms of our community coming together to take care of each other and of the land and environment. And it's a culture that has served us well in managing the public health impacts of COVID-19. Our government's early actions to impose statewide stay at home work from home orders and mandatory 14-day quarantines for all incoming travelers both visitors and residents alike and a whole of community response have succeeded in flattening the curve in Hawaii. As of May 4 we have had sadly 17 deaths and a total case load of 621 but also 16 days where new cases were in the single digits. On our most populous island of Oahu where population density is comparable to cities like San Jose California. We've even had multiple days of no new cases. These numbers are encouraging and have enabled us to start reopening our economy. While this is a difficult time we believe we will get through this crisis. Although Hawaii's tourism industry has been significantly impacted by the stay at home orders and the travel quarantine the beauty of our state and the Aloha of Hawaii's people will not change. Post 9/11 and post the Great Recession tourism came back strongly. It was clear that people still wanted to travel but they wanted to travel to a safe destination. In this crisis we have the opportunity to rebrand Hawaii as the safest place on Earth. We believe that we can demonstrate that our state will be a welcoming and safe place for visitors and that Hawaii will continue to be a very attractive place for tourism. Hawaii will also remain continue to remain of strategic importance for the military and federal state and local government will continue to play a major role here. Our housing market has also proven resilient. It was relatively stable during and after the Great Recession and continues to be characterized by robust demand for a limited supply. The public and private sectors here are collaborating to responsibly reopen our economy for both residents and visitors and also to shape what we want our economy to look like in the future. Our company's leaders are deeply involved in these efforts. In addition Alan Oshima former CEO of Hawaiian Electric who stepped down just a couple of months ago was appointed by our Governor Ige to coordinate and navigate our state's economic and community recovery in a collaborative fashion. The overarching plan has three phases: Phase one stabilization of the number of COVID cases; Phase two a gradual reopening and recovery of our economy; and Phase theree making our economy even more resilient with strong business and job growth. Parks and golf courses have reopened elective surgeries have resumed and low contact businesses such as car dealerships and automated service providers were allowed to reopen May 1. We anticipate economic activity will increase over the coming weeks and months with meaningful activity resuming mid-to-late summer and significant recovery by year-end. Yesterday our University of Hawaii Economic Research Organization updated their forecast for Hawaii's economic recovery. And they believe that local economic activity will return by 35% to 45% in May and June and 75% by year-end. Tourism will take longer likely beginning to return late July with arrivals by year-end reaching half of their normal levels. This reopening gives our state a unique opportunity to consider the future of our economy and there too we're looking at doing it responsibly and ensuring that the choices and investments we make move us toward a more sustainable economy. We're thinking about the right level of tourism that ensures a good experience for visitors and is sustainable for our environment our lands our economy and our communities. As a company we're working to support and advance our state's recovery. At our bank we're focused on building the innovation economy to diversify and expand job opportunities. At our utility we continue to partner with stakeholders to progress clean energy projects and identify opportunities to rebuild with Hawaii's green economy goals in mind. And we remain committed to our state's 100% renewable portfolio standard and carbon neutrality goals. Protecting the health and safety of our employees helping our customers and supporting our community through this time have been core goals for our companies. To protect employees and customers we implemented a mandatory work from home policy for employees who are able and we instituted the use of discrete work teams to increase physical distancing for those employees who must be on the job such as our linemen and power plant operators. We also scaled back our open bank branches and implemented extensive cleaning and physical distancing precautions for those that remain open. The bank has seen strong increases in online account enrollments and mobile usage which is encouraging and should help keep reducing costs for routine transactions over time. As the state and county stay-at-home orders get phased out over time we will likely phase back into full operations albeit with new practices to maintain health and safety. We've been pleased that our liquidity and balance sheet strength of our utility bank and consolidated enterprise have enabled us to support our customers in this uncertain time. Our utilities has suspended disconnections for nonpayment through the end of June and urged customers experiencing hardship to reach out so we can help with payment arrangements. We also remain very focused on affordability of customer bills. We are mindful of the need to operate even more efficiently given the economy and how it may impact pending rate requests. One bright spot has been fuel costs which are largely a pass-through item for our customers. Our customers are seeing some benefits of lower fuel prices just when they need it most. For example on Oahu in May lower fuel costs would reduce a 500-kilowatt hour per month bill by more than $12 compared to March. We expect lower fuel prices to continue to benefit customers for the next few months. But longer term we remain concerned about the volatility of oil and its impact on customers. So we're still focused on moving off oil as rapidly as possible. At our bank we made a huge push with teammates working round-the-clock shifts to secure loans under the Paycheck Protection Program or PPP to help small businesses pay employees and other essential bills like utilities. We're proud that Americans secured over $370 million for approximately 3600 small businesses employing roughly 40000 individuals. And that Hawaii banks in total obtained funding for 78% of our states eligible payrolls in the first round placing Hawaii in the top five states in the nation. American is also helping customers by providing loan deferral and forbearance options and waiving a number of fees. Like Hawaii as a company our fundamentals remain strong and that serves us well to weather the challenges of COVID-19. On a consolidated basis we're comprised of stable operating companies in essential industries. Our utility has delivered power for our state for over 125 years through many different economic and social conditions. During this COVID period we do expect higher bad debt expense and lower kilowatt hour sales. And indeed in the last week of March we saw lower loads 7% lower on Oahu and Hawaii Island and 14% lower on Maui. Given the utilities fully decoupled regulatory structure the primary financial effect relates to liquidity. Although decoupling enables the recovery of target revenues approved by the PUC despite lower loads cash collections under that mechanism would be delayed until 2021 under the revenue balancing account. We've taken steps to meaningfully strengthen the utility's liquidity position including through an expanded revolver and a private placement which priced last week and which included our first green bond offering. The lower loads also impact our renewable portfolio standard or RPS performance albeit in a positive fashion since the lower kilowatt hour sales reduces the denominator in the RPS calculation and we expect to comfortably exceed our 2020 RPS goal of 30%. Our utility and regulators continue to move regulatory processes forward with minimal disruption. The performance-based regulation or PBR docket remains on track for final decision by year-end with workshops proceeding remotely. Our Hawaiian Electric 2020 rate case is also moving forward although the schedule for an interim decision and order is now October rather than July. As part of that rate case the PUC implemented a management audit. That's been a constructive process and the audit report is still expected in May. On April 29 the PUC published an order terminating the mandatory triennial rate case cycle. As such we are no longer required to file a Maui Electric rate case and we're evaluating our options there. Our bank has served our state for 95 years and has a conservative risk culture lending practices and loan portfolio. These attributes helped ASB perform well compared to other banks during the 2008 2009 financial crisis and position it well for the challenge at hand. While net interest income will decline due to lower rates across the curve and credit losses will rise due to the economic slowdown the bank remains a good contributor to HEI. ASB independently maintains strong liquidity and capital and regularly conducts stress testing implemented after the banking crisis of the Great Recession including under scenarios more severe than what is anticipated from COVID-19. Our bank also has limited exposure to industries such as accommodations food services and retail with a commercial and industrial loan portfolio that is highly focused and secured by real estate. At this point we do not see a scenario that would require HEI to inject capital into the bank. However to maintain its target leverage ratio while supporting increased lending under the Paycheck Protection Program the bank will retain capital it otherwise would have paid in dividends to the holding company. At the holding company we have enhanced our liquidity to ensure that we can be a source of strength to our subsidiaries in the unlikely event that it is needed while maintaining our investment-grade capital structure and our shareholder dividend. We have paid uninterrupted dividends since [1901 including during the Great Recession and maintaining the stability of our dividend is no less important today. We have a strong leadership team with the experience and judgment to guide our companies through this period. I was CEO of HEI through 9/11 and the Great Recession. Rich led a publicly traded Korean bank through that crisis. Our bank CFO led a recapitalization of another bank here in Hawaii and our utility and executive teams have decades of experience and are well versed in incident and crisis management. Our Board members with whom we've been very actively engaged in this period include former utility and bank executives who steered their companies through the financial crisis as CEOs CFOs and Chief Risk Officers. Despite our company's strengths and the essential services we provide we do expect impacts from COVID-19. We saw the beginnings of those in the first quarter including higher bad debt expense at our utility and higher allowance for credit losses at our bank. With the exception of bad debt COVID-19 related costs were not significant for the first quarter but may increase in the next few quarters. As a result the utility has filed a request for deferral treatment of COVID-19 related costs and plans to seek recovery of those costs at a later time. The first quarter was impacted by items other than COVID-19 in particular higher-than-planned utility O&M expense. Utility O&M expense management has been an area of focus for us. And while we have a number of efforts under way we do have more work to do. I'll now ask Greg to discuss our first quarter results our liquidity and our guidance. I'll speak briefly on our Q1 results before moving to our outlook. On slide nine our Q1 earnings were $0.31 per share compared to $0.42 per share in the prior-year quarter. COVID-19 expense impacted earnings at both the utility and the bank including $2.5 million higher utility bad debt expense pre-tax than Q1 of last year and additional provisioning for COVID-19 of over $4 million at the bank. Bad debt expense at the utility also impacted utility ROE. And we expect that bad debt expense will continue to impact our income statement until deferral treatment is granted for future recovery. Although we did have negative impacts from COVID-19 during the quarter we also had a very strong start to the year prior to the pandemic. Loads were strong and showed increases over the prior year of nearly 5%. We started the year with one of the nation's lowest unemployment rates and the strength of the pre-COVID Hawaii economy makes us optimistic about our future once we're through the crisis. On slide 10 utility earnings were $23.9 million compared to $32.1 million in the first quarter of 2019. The most significant drivers of the variance were: $3 million revenue increase from higher rate adjustment mechanism revenues $1 million revenue increase from the recovery of West Loch and Grid Modernization projects under the major project interim recovery mechanism; and $1 million lower interest expense due to debt refinancings at lower rates. These items were offset by $7 million higher O&M expenses compared to Q1 2019 primarily due to increased bad debt expense due to COVID-19 the absence of onetime of a onetime benefit in Q1 2019 due to deferral treatment for certain previously incurred expenses and an increase in vegetation management work and higher outside service costs. In addition we had approximately $1 million higher depreciation expense $1 million lower net income from the absence of renewable procurement performance incentive mechanism. And we received that we received in 1Q 2019 $1 million from the absence of mutual assistant work reimbursement from the first quarter of 2019 and $1 million lower AFUDC as there were fewer long duration projects in construction work in progress particularly after the West Loch was placed in service in November. Turning to the bank. American's net income was $15.8 million in the quarter down from $28.2 million in the previous quarter. Although as a reminder 4Q the fourth quarter of 2019 included $7.7 million of net income from the sales of the former of former properties. Net income was also down by $5 million versus the first quarter of 2019 mostly due to the provision taken due to COVID-19. Following our adoption of CECL and the additional provision in the first quarter relating to COVID we believe we are well positioned and our allowance for loan and lease losses ratio of 149 basis points is above our local peers who average about 126 basis points. We also saw a strong loan growth during the quarter of 4.7% annualized with solid loan growth in commercial and commercial real estate portfolios as well as strong deposit growth of 7.1% on an annualized basis. I'd like to spend some time on how we're prudently positioning ourselves to withstand the impacts of COVID as it runs its course. In April we executed financing transactions at both the utility and the holding company that increased committed credit capacity and allowed us to migrate away from commercial paper markets. HEI issued $65 million a $65 million 364-day term loan freeing up the full capacity of our $150 million credit facility. The strong pro forma holding company liquidity allows it to serve as a source of strength for the combined enterprise and ensures 2020 cash needs can be met. Hawaiian Electric added $75 million of capacity through a new revolver and launched and repriced and priced $160 million private placement $95 million of which was used to free up credit capacity on its revolver. The private placement also included a $50 million green bond portion. The utility will be refinancing an existing 364-day term loan with an extended maturity into 2021 freeing up liquidity in 2020. When the customer challenges due to COVID will likely have the most impact. With these transactions we will have increased liquidity at the utility by over three times. With full availability of our credit facilities at both the utility and the holding company post-closing of the utilities private placement and ample liquidity at ASB through the Federal Home Loan Bank or FHLB. We believe our consolidated company has ample liquidity. We're in a strong position to support our state's economic recovery and maintain our commitment to investment-grade ratings. Looking at maturities over the our long-term debt maturities over the remainder of 2020 only $14 million remains at the utility. We have a modest holding company maturity of $50 million in the first quarter of 2021 which we expect to refinance in advance of that maturity. Turning to the bank. ASB's commitment to a strong balance sheet and conservative capital ratios is why it's so resilient during challenging times such as this. The bank has strong liquidity with approximately $3 billion available from the combination of the FHLB and unencumbered securities. The bank is self-funding and we don't expect it to need capital from the holding company under any scenario including very severe stress scenarios that we've refreshed during the quarter. We expect ASB's dividend to the holding company this year will be reduced as we expect ASB to focus on retaining capital to support loan growth and important customer programs such as such as PPP and to cover higher credit costs during this period. On slide 14 we don't expect our dividend from the utility to change meaningfully from the level previously communicated. Although the dividend from ASB is lower we expect that its profitable operations will continue to contribute to earnings. We remain committed to investment-grade rating and can turn on our dividend reinvestment program if needed which can cost effectively generate about $30 million of cash and incremental equity annually based on historical levels. However we don't currently believe we have a need to issue equity this year. We expect to maintain our external dividend while growing the dividend in line with longer-term earnings growth. Although we have run scenarios around the pandemic's impacts and we maintain a healthy capital liquidity and dividends under these scenarios. Turning to the outlook for the year. We're currently forecasting approximately $22 million of COVID-19 related expenses at the utility. Whether we get deferral treatment is an important driver for the year we've requested a decision by June 30. On the regulatory front timing for the Hawaiian Electric rate case interim decision has shifted to October. We had originally requested 4% revenue increase or about $78 million. However we recognize how difficult the current economic environment is for customers and we recognize that we did not receive an increase in the Hawaiian Electric Light interim last year. And that some of our peers are not being granted increases by the regulators. We are tightening our belts like everyone in our community to find expenses to offset and expense offsets for any lower revenue increase while maintaining our utility earnings to outlook. Full decoupling at our utility will help provide earnings stability for the year. COVID-19 impacts were mainly in the latter half of March as stay-at-home orders and air travel quarantines went into effect. While we are insulated from the impacts of lower load on revenue we don't get true-ups for incremental bad debt expense which was up considerably in March versus last year. We have had an unprecedented level of federal stimulus coming into the states including funds loan through the Paycheck Protection Program. And we expect that this will provide some upside as customers get more breathing room to pay bills. The lower fuel prices are also bright spot for our customers. We are now approximately we now forecast approximately $330 million to $360 million of Capex in 2020. As we see about $30 million of potential downside due to COVID related delays. As I mentioned we've delayed some scheduled maintenance to avoid outages for residential customers now working from home. However we're maintaining our longer-term Capex and rate base guidance. In the 2021 through 2022 period we expect Capex to average approximately $400 million per year or about 2x depreciation. This does not include potential self-build projects that made it through the first round of the Renewable Energy and Storage stage two RFP process. We'll find out whether any of those projects are ultimately selected later this week. We continue to expect the utility to be able to self-fund its forecasted Capex and through 2020 via retained earnings and access to debt capital markets. Turning to ASB's guidance and key drivers. Our bank guidance for the year of $0.73 to $0.80 is shown on the left on the left lower left. And that is and that included our standard elements including asset growth net interest margin provision and return on assets. I should say our prior bank guidance which is no longer in effect. Experience tells us that it's difficult to know how an event such as COVID-19 will impact asset quality until we have a better sense about the timing and manner in which our local economy will reopen. Given that uncertainty it is too early to provide guidance on provision. And consequently we are unable to provide earnings per share or return on asset guidance as well for the bank. However we do have sufficient visibility to provide guidance on a pre-tax pre-provision level which is comprised of net interest income noninterest income noninterest expense which also provides you a snapshot of the continuing profitable operation of the bank in this economic environment excluding the credit impacts of COVID-19. We estimate the pre-tax provision income range to be from $90 million to $110 million for 2020. That income along with our existing bank reserves and strong capital position gives us significant headroom to absorb the uncertainty of COVID related credit impacts. While rate moves by the Fed in March had a modest impact in the first quarter we expect the low interest rate environment to have a greater impact on asset yields in Q2. And thus further pressure in net interest margins. Floating rate debt such as LIBOR-based and prime linked loans repriced based on the change in the benchmark to which they are tied. We saw some effect in Q1 from lower LIBOR rates on our commercial portfolios and expect to see the full impact in Q2. We also saw some Q1 impact from the lower prime rate to which our home equity line of credit those lines of credit are now at their floor price. And consequently we do not expect we would expect minimal incremental impact from further repricing of that portfolio. Fixed rate debt such as 30-year fixed rate mortgages were really priced at a much more slowly through refinancing of existing mortgages. Given our already very low-cost of funds at 24 basis points in the first quarter there is little room to move lower and improve to improve net interest margins. ASB's net charge-offs have consistently been below the national average. This was true during the financial crisis as Hawaii's residents continue to pay their mortgages and other loans. If you look at the 2008 through 2011 period our provision expense averaged 0.52% of our loan portfolio and peaked at 0.81%. If you apply that to a portfolio of our size today you'd have approximately you'd have an average credit cost of $27 million and a peak of $42 million. Turning to slide 20. We've walked through each of the key drivers for our utility and bank. So now I'll bring it all together. At the utility we are reaffirming our guidance range and we currently expect the utility to be at or below the midpoint. This assumes the deferral of COVID-19 related cost is granted during 2020 for later recovery at the bank because provision is tied to uncertainties regarding impacts of COVID-19 and the economic recovery we are providing guidance at the pre-tax pre-provision line. We expect pre-tax pre-provision income which includes net interest income noninterest income and noninterest expense to range from $90 million to $110 million. We continue to expect low to mid-single-digit earning asset growth. Given our current low interest rate environment we expect net interest margin in the 3.45% to 3.55% range. Our holding company guidance is unchanged at $0.27 to $0.29 earnings per share loss. Given that it's too early to determine the bank provision we are unable to provide consolidated earnings per share guidance at this time. ","compname reports q1 earnings per share of $0.31. q1 earnings per share $0.31. board maintains quarterly dividend. " "We're continuing to follow social distancing procedures. So our executives are in different locations today. Please bear with us again if we have any delays or mixed audio quality during the call. On the call, we'll use non-GAAP financial measures to describe our operating performance. And now Connie will begin with her remarks. I am very proud of the performance of our company and our employees during this COVID-19 pandemic. While all of us face uncertainties regarding the trajectory of the virus and its implications for our pace of economic recovery, what is clear is the strength and resilience of our businesses, the dedication of our employees and our commitment to supporting our customers and our economy throughout this period. On last quarter's call, we talked about the strengths that would help our company navigate through COVID-19. Our long history of providing essential services for most of our state; our strong liquidity across our enterprise; the stabilizing effect of decoupling and other regulatory mechanisms at our utility; and our bank's conservative approach to risk, low-risk loan portfolio, low-cost core deposit base and strong capital position. This strong foundation, coupled with other factors that benefited earnings, enabled us to deliver solid financial results for the second quarter, $0.45 per share compared to $0.39 per share in the same period last year, while achieving important progress on our long-term goals. I'll start with an update on the virus and economic conditions in Hawaii before turning to an update on our companies. Then Greg will review our financial results and outlook. We're fortunate that Hawaii continues to have the nation's lowest COVID-19 mortality rate. While cases per capita in Hawaii have generally been lower than other states throughout the pandemic, we have seen an uptick in cases recently, which our state is working to address. We're seeing the effects of reopening of our local economy and unprecedented federal stimulus, which is estimated to have delivered approximately $7.7 billion in funding to our state thus far. Hawaii's unemployment rate improved to 13.9% in June after peaking at 23.8% in April. At our utility, while sales were 11.6% below the same quarter last year, we've seen sales improve in some areas such as shopping centers and retail since opening of our local economy began. We've also seen areas that have maintained stability throughout the COVID period such as our federal government and military presence. Residential real estate values have remained strong and are up from last year, showing continued strength for the collateral that secures much of our bank's lending. A key question for Hawaii's economy is when transpacific travel and tourism can resume. Hawaii currently plans to allow travelers with a negative COVID test to forego the mandatory 14-day quarantine beginning September 1. Recognizing Hawaii's prudent management of COVID-19, Japan announced Hawaii's addition to a list of 12 global destinations deemed safe for Japan residents to resume travel. This will help restart tourism, although it may take some time before we see tourism near pre-COVID levels. Of course, all of these plans are subject to the actual course of the virus and the effectiveness of mitigation. While tourism and federal stimulus developments will have a significant impact on the pace at which our economy rebounds, our state does have the ingredients for a solid recovery. We continue to benefit from a robust federal government presence here as host to the U.S.-Indo Pacific Command, from which the U.S. watches 52% of the world's surface and all component service commands. We also believe the unique environment and experience we offer here will continue to make our state a very attractive place for tourism. There is a new energy to economic diversification efforts here as well, and our companies are actively supporting those efforts. Turning to our company. At our utility, solid regulatory foundations have served both the company and our customers well and enabled us to be a source of strength for our community during this unprecedented time. Our decoupled regulatory structure has provided accrued revenue stability despite reduced sales in the second quarter. On June 30, our commission approved our request to defer COVID-related costs to be considered for potential recovery in a future proceeding. To help customers during this time, we extended our suspension of disconnections through September one and have offered a range of payment plans to help customers manage their bills. Working closely with customers is a key focus for us. Ensuring our services are affordable is also a key focus now even more than ever. Customer bills are lower now than last quarter due to lower fuel costs and a reduction in the RBA component of the bill due to higher-than-projected electricity sales in 2019. A customer using 500-kilowatt hours of electricity in July paid 14% less for that energy than in March. We are also working to become a highly efficient utility. And as of June 30, we recorded $7.2 million in a regulatory liability account related to ERP benefits, amounts that are to be returned to customers as a reduction in O&M expenses included in rates. We've also secured significantly lower and fixed priced renewable energy plus storage contracts through our recent RFPs, which will help lower and stabilize customer bills once those come online. Last week, the PUC issued a final decision in the Hawaii Electric Light rate case. Results were consistent with the interim decision maintaining current effective rates. In recognition of financial challenges our customers face in this COVID period, in late May, we and the consumer advocate filed a settlement with the PUC to hold base rates flat in Hawaiian Electric's 2020 Oahu rate case. You may recall that the PUC had commissioned a management audit as part of the rate case. The audit report highlighted areas for improvement, including several we had identified and were working to address. In response to the audit and as part of the settlement, we committed to ramp up to $25 million in annual savings by year-end 2022 to be delivered to customers beginning by 2023. We have proposed to deliver those savings to customers through PBR. An interim decision on the settlement is scheduled for October. In addition, we are no longer planning to file a Maui Electric 2021 rate case. To offset the lack of a base rate increase and achieve our $25 million by year-end 2022 commitment, we're developing and have begun implementing plans to reduce costs, including through overtime reductions, better scheduling and coordination, managed reductions of our workforce and reducing lower priority work. And in the second quarter, we already began to see some of these savings. As we advance these important cost reductions, we, our commissions and other stakeholders continue to ensure that the renewable and regulatory transition moves forward. There is great interest in our state in doing everything we can to make Hawaii's economic recovery a green and sustainable recovery. Performance-based rate making, or PBR, continues on track for PUC decision this December, which we believe will lay out the core mechanisms and performance incentive mechanisms, or PIMs. A new step in the schedule has been added thereafter to enable development of tariffs to implement the new and changed mechanisms. The commission will determine when the new changes will be effective in 2021. We continue to aggressively advance efforts to help move our state toward 100% renewable energy and carbon neutrality. These efforts will also help provide jobs and construction activity to help our state recover from the impacts of COVID-19. This includes pursuing new sources of renewable energy through Hawaii's largest renewable procurements. In May, we announced the final selection of projects for our Stage two renewable energy RFP. We're excited to have 14 projects, all solar plus storage or storage only, from the original 16 selected moving forward through the contract negotiation and community engagement phase. If all are completed, they could add about 450 megawatts of solar and about three gigawatt hours of storage to our system. Two of the projects are company self-build storage projects on Maui and Hawaii Island. Stage one RFP projects also continue to advance. While some developers provided force majeure notices as a preventive measure given the possibility of COVID-19 interruptions, so far, all stage one projects are still moving forward. Last month, the commission approved our application to rebuild the Puna Geothermal Venture, or PGV, transmission line. This will allow us to bring PGV back on to our system under the existing PPA, while awaiting approval of our amended PPA. With land at a premium in Hawaii, we'll need to use both open land and as many rooftops as are available to reach our renewable energy goals. We're gathering information on parcels as small as one acre and rooftops of at least 3,200 square feet for future grid-scale solar and wind projects and community solar projects. We also continue working to help reduce carbon emissions from the transportation sector. To help accelerate this transition, we filed a pilot project for eBUS make-ready infrastructure. And just this week, Hawaiian Electric announced its commitment to convert its entire fleet of light-duty vehicles across the islands, nearly 400 sedans, SUVs, small vans and light trucks to be electric by 2035, leading the state of Hawaii in electric vehicle fleets. Turning to our bank. In the second quarter, we stayed focused on doing the right things during this difficult time, ensuring employee and customer safety and well-being, supporting our customers, managing risk and controlling costs. We've ramped up sanitation efforts and the use of PPE at all of our locations and workspaces, and we've rolled out a new contactless card for all of our debit cardholders to keep them safe. We've been able to help our customers manage economic uncertainty, offering fee suspensions and loan deferral and forbearance options, and providing Paycheck Protection Program, or PPP loans. Our team worked aggressively to secure and deploy PPP funding, delivering $370 million in loans for approximately 4,100 small businesses that represent roughly 40,000 jobs in our state. This accounted for the bulk of our loan growth in the quarter. At the bank, we have a front-row seat to the effects of federal stimulus with federal stimulus checks, leading to significant deposit growth, 24% on an annualized basis. This excess liquidity gives us added cushion during this COVID period, although it does pressure net interest margin. The bank's net interest margin was also impacted by the lower interest rate environment and PPP loans. Our core focus has been prudently managing our risk. Our team has been working closely with commercial customers to understand their financial condition and ensure we provision at the right levels, and we're controlling costs despite additional COVID related expenses. We're also taking advantage of new opportunities that this period presents. As an example, we've seen rapid customer adoption of self-service options such as online banking and ATMs. This allows us to accelerate our plans for optimizing our branch footprint. We've also started implementing our planned replacement of our ATM fleet with smart ATMs which will be the newest in Hawaii and will give customers even more capabilities outside the branches. Now Greg will review our results for the quarter and our outlook. Turning to our second quarter results on Slide 7. Consolidated earnings per share were $0.45 versus $0.39 in the same quarter last year. At the utility, timing and management of expenses and the PUC's grant of deferral treatment for COVID-19 related expenses had a positive impact. At the bank, strong mortgage production and a gain on sale of securities helped offset tighter lending margins and higher provision. At the holding company, while costs were well in line with plan, we did see a slight increase due to an acceleration, an increase in our charitable giving during the quarter to support our local community organizations and those impacted by COVID. Consolidated 12-month ROE remains healthy at 9.4%. Utility ROE increased 10 basis points versus the same time last year to 7.9%. Bank ROE, which we look at on an annualized rather than a trailing 12-month basis, was 8% for the quarter, down from last year due to economic impacts of COVID-19. Turning to the next slide. Utility earnings were $42.3 million compared to $32.6 million in the same quarter last year, reflecting, in part, savings due to process improvements and targeted cost reductions. The most significant drivers of the variance were $7 million lower operations and maintenance expenses, primarily due to fewer generating unit overhauls, less generating station maintenance work associated with overhauls, the reclassification of COVID-19-related bad debt expense from the first quarter of 2020 to a regulatory asset as a result of the PUC approval to defer these expenses and lower labor costs due to lower staffing levels and reduced over time. The lower generation overhauls and station maintenance work represented approximately $4 million of the $7 million O&M variance and are largely timing related as some of that work will be performed later this year or next year. Earnings also reflected a $5 million revenue increase from $4 million higher RAM revenues and $1 million for recovery of West Loch project and grid modernization projects under the MPIR mechanism. $1 million higher net income due to an unfavorable adjustment in 2019 related to reliability performance incentives and $1 million lower interest expense due to debt refinancings at lower rates. These items were slightly offset by the following after tax items: $1 million lower allowance for funds used during construction as we were as there were fewer long-duration projects in construction work in progress; $1 million higher cost savings from ERP system implementation to be returned to customers; and $1 million higher depreciation due to increasing investments to integrate more renewable energy, improve customer reliability and strengthen system efficiency. Turning to the drivers of the utility's financial performance for the remainder of the year, the Public Utility Commission issued its final decision for our Hawaii Island Utility, confirming Hawaii Electric's 9.5% allowed ROE and 58% equity capitalization with no change to base rates. Separately, if the PUC approves our settlement with the consumer advocate in the Hawaiian Electric rate case for Oahu, we should see a similar outcome, no increase in base rates with 9.5% allowed ROE and 58% equity capitalization. The utility's multiyear strategy for greater operational efficiency and cost reductions should help offset the lack of base rate increases. The PUC order approving deferral of COVID-related expenses covers expenses incurred from March 17 to year-end. In the second quarter, we reclassified a pre-tax amount of $2.5 million in bad debt expense and incurred in the first quarter to a regulatory asset. COVID related costs have been $6.5 million to date. A separate application will be filed to request recovery of such costs in the future. Although sales were down 11.6% versus the second quarter of last year, due to decoupling revenues, we were not significantly impacted. Substantial decreases in fuel prices have been positive for both the utility and customers. Steel prices were down close to 30% in the quarter, and the average customer bill declined by over $20 per month monthly since the pandemic began. The utility may qualify for rewards this year under the fuel cost risk-sharing mechanism as well. On Slide 10, we continue to forecast approximately $360 million of CapEx during 2020. Last quarter, you may recall, we indicated the potential for up to $30 million below the forecast given potential COVID impacts. After a full quarter in the COVID environment, we have confidence in achieving the $360 million we forecast for the year. We're maintaining our longer-term CapEx and rate base guidance. In 2021 to 2022 period, we still expect CapEx to average approximately $400 million per year or about 2 times depreciation. As you know, with capital projects, the timing of a specific project spend can sometimes shift between years. And the chart at the bottom left reflects some modest updates. Those updates don't change our overall guidance in the bar chart on the top left. We continue to expect the utility to be able to self-fund its forecasted CapEx through 2020 via retained earnings and access to the debt capital markets. Turning to the bank. American's net income was $14 million, down from $15.8 million in the prior quarter and $17 million in the same quarter last year. Net interest income was $56.7 million compared to $61.1 million in the linked quarter and $61.5 million in the second quarter of 2019. The decrease was primarily due to lower asset yields given the lower interest rate environment. Higher amortization of premiums within the mortgage-backed securities portfolio also impacted investment portfolio yield. Net income was also impacted by a higher provision for the quarter. ASB took an additional $7 million in credit reserves related to COVID as well as an additional $4 million for unfunded commitments. On the net income noninterest income side, gains on sales of securities contributed positively to net income. We realized $7.1 million gain related to the sale of Visa Class B restricted shares and $2.2 million gain on the sale of investment securities as we sold some legacy positions to reduce credit risk and yield volatility in our investment portfolio. There were additional COVID-related expenses and savings within noninterest expense. American incurred $3.7 million in COVID-related expenses, consisting of additional pay to frontline employees, the payout of excess vacation days for employees unable to use vacation while working through the pandemic, purchases of PPE and sanitation supplies and employee meals purchased to promote employee safety and support small business restaurants. These higher COVID-related expenses were largely offset by lower travel, business development and marketing expenses. On Slide 12, ASB's net interest margin declined to 3.21% this quarter from 3.72% in the first quarter. On the upper right, we've detailed the elements of that decline. The lower interest rate environment was the largest driver of the net interest margin compression, comprising 34 basis points of the decline. Much of this reflected anticipated repricing in Q2 of most of our adjustable and floating rate portfolio. four basis points was related to low-yielding PPP loans. FAS 91 amortization was also a large factor, reflecting a faster rate of prepayments due to lower rates at the long end of the curve. This accounted for 15 basis points of compression. We also realized strong deposit growth from the federal stimulus and unemployment benefits that added to cash deposit balances. While bolstering our liquidity and low-cost funding base, these temporary the temporary excess liquidity is low-yielding and pressured margins. As noted, we did realize benefit from lower deposit costs, which contributed eight basis points to net interest margin. Turning to bank drivers for the remainder of the year. We expect continued margin pressure, but at a more moderate pace than in the second quarter. In the second quarter, NIM compression compressed quickly as variable rate loans repriced after the Fed lowered its benchmark rate to near 0 in March. Approximately 93% of our variable rate portfolio have now repriced and indices to which those variable rates are tied are at or near their floors. Thus, we don't expect that part of our loan book to have materially impacted be materially impacted by further NIM compression. We do expect continued refinancing of our fixed rate loan portfolio, such as home mortgages, as customers take advantage of historically low rates. This type of repricing is more gradual. Aside from continued low interest rates, we expect increased amortization in the investment portfolio to continue to impact net interest margin. As a reminder of how that impacts NIM, we purchased bonds for the investment portfolio at a premium or discount, and that premium or discount is amortized over the expected life of the bond's cash flows. For mortgage-backed securities, which comprise 90% of this portfolio, the amortization increases if prepayments accelerate. We see this occur in low interest rate environments as refinance activity increases. We expect excess liquidity to continue to pressure margins at similar levels to those realized this quarter as well. Given these factors, we now expect net interest margin to be in the 3.35% to 3.25% range for the year. Turning to the provision. As mentioned, we did have an additional provision further in the quarter related to COVID-19. The total provision recognized during the quarter was $15.1 million as reflected in our on our income statement, which also included $4.3 million allowance related to unfunded commitments. As noted on the slide, reserves for unfunded commitments are recorded in other liabilities on the balance sheet rather than the allowance for credit losses. We believe we have approximately we have appropriately provided for future credit losses as of June 30. The provision outlook for the balance of the year is dependent on the economic conditions, which at this point remain uncertain. We are not currently providing full year bank provision guidance given the uncertainty created by the impacts of COVID-19 on our economy. Slide 15 provides an update on what we're seeing in our loan portfolio. Overall, we have a high-quality loan book that remains healthy with only 3% of our borrowers requesting or qualifying for additional deferral thus far. Our residential book comprises approximately 60% of the loan portfolio, and the loan-to-value of that portfolio remains conservative at 52%. Only a small portion of that portfolio, roughly 8%, have requested payment relief. In consumer loans, which make up just over 4% of the overall portfolio, we've seen a high-volume of deferment request but at low balances. While curtailment of supplemental unemployment benefits could result in increased deferment requests, we're closely monitoring what happens with additional federal stimulus. We have moved all commercial markets and CRE loans with payment deferrals to what is called special mention, meaning that those are subject to enhanced monitoring. These loans will be reevaluated for upgrade after successful resumption of payments. Given the enhanced monitoring we have implemented for the commercial markets and CRE loans as well as the overall quality of our loan book, we feel we are well provisioned as of June 30. ASB continues to maintain ample liquidity and healthy capital ratios despite the challenging economic condition. The bank has strong liquidity with over $3 billion available from a combination of FHLB and unencumbered securities. ASB's Tier one leverage ratio of 8.4% was comfortably above well-capitalized levels at the end of the second quarter. As a reminder, the bank is self funding, and we don't expect to see a scenario in which it would need capital from the holding company. Turning to our consolidated liquidity. We are well positioned to withstand the impacts of COVID through the remainder of the year and beyond. As of June 30, we had $425 million of undrawn credit facility capacity, consisting of $150 million at the holding company and $275 million at the utility with just $16.5 million in commercial paper outstanding, all at the holding company. The utility paid off $14 million in long-term debt when it matured in July with no other long-term debt maturities until 2022. As of June 30, it had $65 million in unrestricted cash balances. In 2021, the utility has $50 million in short-term bank loan maturity and expects to access the debt capital markets to help fund its capital investment program. At the holding company, we have $50 million long-term debt and $65 million short-term bank term loan maturing in the first half of 2021, and we are currently planning refinancing options for those maturities. On Slide 18, we expect our dividend from the from an equity investment in the utility to be consistent with our earlier projections as the utility continues to perform in line with plan and has sufficient retained earnings to support its capital investment requirements and adequate liquidity to support growth in the customer account receivable balances and payment programs for customers that are impacted by COVID-19. Although the dividend from ASB is lower than our pre-COVID outlook, bank dividends received to date are sufficient to maintain HEI's strong consolidated capital structure and liquidity. On Tuesday, the Board approved our quarterly dividend of $0.33 per share at an annualized rate of $1.32 per share. We expect to maintain our external dividend and do not expect the need for additional equity at this time. We've talked through the key drivers for the utility and the bank. And on Slide 19, you'll see our resulting guidance for the year. At the utility, we're reaffirming our guidance range and expect to be within the low end of the range. At the bank, we are continuing to provide pre-tax pre-provision income guidance, which includes net interest income, noninterest income and noninterest expense to range from $90 million to $110 million. We now expect mid-single-digit earning asset growth compared to low to mid-single-digit growth we previously forecasted. Given the current low interest rate environment and excess liquidity, we expect interest margin in the 3.25% to 3.35% range. Our holding company guidance is unchanged at $0.27 to $0.29 loss. Since it is still too early to determine bank provision, we're unable to provide consolidated earnings per share guidance at this time. ","hawaiian electric industries q2 earnings per share $0.45. q2 earnings per share $0.45. " "Second quarter consolidated financial results were strong as Hawaii's economy improved and as we advanced key priorities across our enterprise. Our consolidated net income for the quarter was $63.9 million with earnings per share of $0.58, 31% and 29%, respectively, above the same quarter last year. This followed a great first quarter, and for the first half of the year, our consolidated net income and earnings per share were up 56% compared to the first half of 2020. At the Utility, our year-to-date results have benefited from our focus on cost management and efficiency and from timing items expected to reverse in the balance of the year. We expect the Utility to remain within its full-year guidance range announced in February. The improved Hawaii economy and strengthened credit quality of our Bank loan portfolio were key drivers of our results year-to-date and, in the second quarter, enabled the Bank to release a portion of its reserves for credit losses resulting in a negative provision for the quarter. We are again increasing our full-year Bank and consolidated guidance, which Greg will cover shortly. We've seen strengthening in Hawaii's economy with the reopening of our local economy and rebound of tourism. However, we are closely monitoring the recent increase in cases due to the delta variant, as well as how our community response. More than 60% of Hawaii residents are now fully vaccinated and we expect that that will increase as more employers, including state and county government, are requiring employees to be vaccinated or subject to frequent testing. Controlling virus levels will enable Hawaii to continue to be an attractive tourism destination and that will help us as our economy open. Daily visitor arrivals have increased strongly over the last couple of months, approaching, and sometimes exceeding, pre-pandemic levels with most of our arrivals continuing to be from the U.S. Mainland. In June, arrivals from the U.S. West region were approximately 15% above June 2019 and their spending was 33% higher. Unemployment declined to 7.7% in June, the fifth month of improvement. Hawaii real estate values and activity remain robust. For July, median prices of Oahu's single-family homes were up 22% and sales volume was up 12% over last year. For condos, prices were up 8% and sales were up 58%. As of the May forecast, UHERO, the University of Hawaii Economic Research Organization, expected state GDP to increase 4% in 2021 and 3.1% in 2022. While we've seen great progress on the economy, we're still taking a cautiously optimistic approach, particularly with uncertainty due to the delta variant. At the Utility, we remain focused on cost efficiencies as we make needed investments to continue to provide affordable, resilient and reliable electricity to reach Hawaii's climate goals. The new Performance-Based Regulation or PBR framework is now fully in effect as of June 1, and we've begun returning cost savings to our customers under the management audit savings commitment and customer dividend component of the ARA or Annual Revenue Adjustment mechanism. As we've discussed in the past, Performance Incentive Mechanisms or PIMs are an important part of the PBR framework. In May, the Hawaii Public Utilities Commission approved the final details of a suite of PBR PIMs which are now in effect. The Commission has now started a process to consider and develop additional performance incentives. This includes PIMs and shared savings mechanisms relating to grid reliability, retirement of fossil fuel generation, interconnection of large renewable energy projects, and cost control for fuel, purchased power and other non-ARA costs. We don't yet know when an additional performance mechanisms would come into effect or what the potential earnings impact could be. However, we always expected PBR would be a process of continued refinement, and we look forward to collaborating with stakeholders to develop new ways to align incentives with customer interests. As we've always said, reaching our collective clean energy and decarbonization goals must be done in a way that is equitable and involve everyone working together. A lot of the progress we're seeing now across Utility scale and distributed renewable energy additions, grid modernization and the electrification of transportation are good examples of this. The Powering Past Coal Task Force, convened by our Governor Ige, has brought together a range of stakeholders to ensure Commission-approved projects on Oahu are successfully brought online as we prepare for retirement of Hawaii's only coal plant. We're pressing forward on Stage 1 and 2 renewable procurement projects with independent power producers. Three Stage 1 projects are now under construction with others slated to start construction this year or early next year. Six of 12 Stage 2 projects now have approved PPAs and the remaining six Stage 2 projects are pending approval. Last quarter, we sought clarification from the Commission regarding the interconnection docket and the Kapolei Energy Storage battery energy storage project. We appreciated the Commission's work to respond quickly in both matters. In the interconnection docket, the Commission clarified its intent for us to track costs to customers resulting from changes in project schedules rather than record such costs. And the Commission revised the conditions to its approval of the Kapolei Storage project, enabling us to now work with the developer to advance that project. We are working to accelerate the addition of more distributed energy resources and are advancing programs to benefit all customers. As of this June, we surpassed 90,000 cumulative installed customer-sited solar systems, which comprise most of the nearly 1 gigawatt of solar capacity on our grid. And now the Battery Bonus program launched last month incentivizes customers to add storage and benefit the overall system by allowing the Utility to use energy from those systems in the evening hours. Grid modernization is also progressing well with advanced meter deployment accelerating with the Commission's approval to shift from an opt-in to an opt-out approach, enabling greater operational efficiencies and more customer options. Finally, we are encouraged by recent developments that will accelerate electrification of transportation here in Hawaii and across the country. In June, the Commission approved our eBus make-ready Infrastructure pilot project, which is projected to provide savings for bus fleet operators, while decreasing GHG emissions. Governor Ige signed into law a bill to replace the state's light duty vehicles with a zero-emission fleet by 2035, consistent with our Utility's own fleet electrification goal and to allocate 3% of oil barrel tax revenues to finance construction of EV charging stations. President Biden's recently announced goal of 50% of vehicle sales being electric by 2030 will also help accelerate our electrification efforts, which will benefit our customers, our environment and our clean energy transition. Turning to the Bank. ASB's strong results reflected the credit-driven reserve release and resulting negative provision for credit losses as the economy and credit quality improved. We believe our reserve levels are appropriate, taking into account ongoing pandemic uncertainty. The Bank's margin improved compared to the first quarter, benefiting from fees related to ASB CARES or Payment Protection Program, PPP loans, lower amortization of investment premiums and a continued record low cost of funds of 7 basis points. We're still seeing margin pressures due to low asset yields and excess liquidity as strong deposit growth continues to outpace lending opportunities at present. Even so, earning asset growth is helping us grow net interest income consistent with our expectations and we're starting to see more in the loan pipeline with an uptick in home equity lines of credit, as well as continued strength in residential mortgages and commercial real estate. As ASB's digital banking transformation continues, we're focused on strategic investments to keep the franchise strong and competitive, expand service levels and continue to deliver the personal touch that is a hallmark of who we are as a bank. Ann and the Bank team are upgrading the Bank's technology, data analytics and operating model to allow our team members to transition away from processing tasks and focus more on customer relationships and satisfaction. We're getting great feedback from Bank customers on our digital offerings so far. Nearly 50% of consumer deposits are now through our upgraded ATM fleet or mobile platform and customer satisfaction remains high. We've opened three digital centers to date with a fourth opening today and are excited to see how this new concept, which merges our digital platforms with our warm in-person presence, performs in the coming months. And now, Greg will discuss our financial results and our outlook. Turning to our second quarter results. Consolidated earnings per share were $0.58 versus $0.45 in the same quarter last year, a 29% increase quarter-over-quarter. Both the Utility and Bank performed well and contributed to our strong consolidated results. The Utility delivered stable earnings even as quarterly results reflected higher O&M expenses, driven by an expected uptick in generation overhauls. The Bank delivered solid financial performance that was enhanced by the reduction of reserves for credit losses and resulting negative quarterly provision, reflecting underlying improvements to the credit profile of its loan portfolio. And the holding company loss has remained in line with expectations. Compared to the same time last year, our consolidated trailing 12-month ROE improved over 100 basis points to 10.5% and the Utility realized return on equity increased levels of 100 basis points to 8.9%. As you may recall from our Q1 earnings call, we indicated the Utility ROE expectations for the second half of 2021 would be impacted by the management audit savings commitment and customer dividend as O&M reductions that have improved earnings in the first half of 2021 are returned to customers under PBR, starting June 1. Also of note, Bank ROE, which we look at on an annualized basis, more than doubled to 16.8%. On Slide 8, Utility net income of $41.9 million was comparable with second quarter 2020 results of $42.3 million. The most significant variance drivers were $6 million of higher O&M expenses compared to the second quarter of last year. The main factors that drove higher O&M included $3 million due to more generating facility overhauls. These were largely timing-related as some of the overhauls budgeted for late last year and earlier this year took place on a delayed basis this quarter. We also had $2 million from lower bad debt expense in the second quarter of 2020 due to the recording of year-to-date amounts following the Commission's decision allowing deferral of COVID-19-related expenses last year; about $1 million from the write-off of a terminated agreement relating to a combined heat and power unit; and $1 million due to increase in an environmental reserve. Of note, O&M increases were partially offset by $1 million from lower staffing levels and efficiency improvements. We also had about $1 million higher in depreciation. The higher O&M and depreciation were offset by $5 million in higher RAM revenues, Rate Adjustment Mechanism revenues. $2 million of this increase related to a change in the timing for revenue recognition within the year with target revenues recognized on an annual basis remaining unchanged; $1 million from lower non-service pension costs due to the reset of pension costs included in rates as part of a final rate case decision; and $1 million lower expense -- lower Enterprise Resource Planning system implementation benefits to be passed on to customers as we have already fully delivered on our commitment to provide customer savings under this program for Hawaiian Electric. Turning to the drivers of Utility performance for the rest of the year. All PBR PIMs from the December PBR order are now in effect. We expect no material upside from the PIMs this year and are now tracking the potential for reliability PIM penalties and expected downside sharing under the fuel cost risk sharing mechanism. We saw some reliability impacts related to prolonged repairs at one of our substations, which has been partially restored and full restoration is expected to be completed soon. In addition, fuel costs have increased from our January benchmark and thus we expect there will be some downside sharing under the fuel cost risk sharing mechanism. We currently have approximately $26 million of COVID-related costs, primarily estimated bad debt expense and deferred regulatory asset account. The moratorium on customer disconnections expired on May 31 and we've requested continuation -- continued deferral of COVID-related costs until the end of this year. We will file for recovery once we get a better idea of actual bad debt or realized amounts that requires some time so we can see how our work with customers on payment plans and other bill assistance alternatives plays out. As mentioned, our O&M expense this quarter was impacted by an increase in overhauls, including some that were previously delayed. We expect to incur more overhaul expenses in the second half of the year and those are included in our guidance. The Utility's ability to achieve the accelerated management audit savings commitment is an important driver of results this year. To date, we've been able to realize savings through increased efficiency and our cost management programs. The Utility is on track to achieve savings to meet its annual $6.6 million commitment, which we started returning to customers on June 1. Utility capital investments to date have been lower than planned due to productivity improvements and efficiencies that have reduced certain project costs, delay from prolonged repairs of one of our substations limiting work that could be done on other parts of the system, and some supply chain delays due to the pandemic. We now expect capex to be in the $310 million to $335 million range for the year compared to our prior capex guidance of $335 million to $355 million. While this means our forecasted rate base growth is now 3% to 4% from a 2020 base year, we don't expect this year's lower capex range to impact the long-term earnings growth. That's because under PBR, earnings growth comes from three main sources: the Annual Revenue Adjustment mechanism, which covers O&M and baseline capex and our ability to manage our spending within that allowance; separate capex recovery mechanisms, such as EPRM, Exceptional Project Recovery Mechanism and our renewable energy recovery mechanism; and performance incentives. We still expect to realize 4% to 5% Utility earnings growth, not including potential upside from PIMs starting in 2022, the first full year of PBR. Recovery of electrification of transportation and resilience projects could drive incremental growth from there. Turning to the Bank. ASB's net income for the quarter was $30.3 million compared to $29.6 million last quarter and $14 million in the second quarter of 2020. The negative provision for credit losses was the most significant driver of higher income. American grew net interest income, while non-interest income was lower compared to the same quarter last year, where we had higher gains on sale of securities, including a $7 million after-tax gain from the sale of Visa Class B restricted shares. Now I'll go through the drivers in more detail. On Slide 12, ASB's net interest margin expanded slightly during the quarter to 2.98% from 2.95% in the first quarter. Fees related to PPP loans, lower amortization of investment premiums and a record low cost of funds helped soften the pressure from the low interest rate environment and continued strong deposit growth. We recognized $5 million in PPP fees in the second quarter as ASB continues to actively assist customers through the forgiveness process. American anticipates a slight reduction in PPP fee recognition for the second half of the year and continued tapering in 2022 and thereafter. Total deferred fees as of June 30 were $9.6 million. Lower amortization of investment premiums this quarter was driven by a slower pace of repayments as a result of lower refinance activity. This quarter, we continue to see record low cost of funds at 0.07%, down 1 basis point from the linked quarter and 11 basis points from the prior year. Overall, we still expect that NIM for the year will range from 2.8% to 3%. However, we anticipate that that balance sheet growth should still lead to net interest income in line with expectations for the year despite the continued low interest rate environment. In the second quarter, the allowance for credit losses declined $13.5 million, reflecting the improved local economy and credit quality with credit upgrades in the commercial loan portfolio, lower net charge-offs and lower reserve requirements related to the customer unsecured loan portfolio. The Bank recorded a negative provision for credit losses of $12.2 million compared to a negative provision of $8.4 million in the first quarter and a provision expense of $15.1 million in the second quarter last year. ASB's net charge-off ratio of 0.04% was the lowest since 2015. This compared to 0.18% in the first quarter and 0.49% in the second quarter of 2020. Non-accrual loans were 1.03%, up slightly compared to 1% in the first quarter and 0.86% in the prior year quarter. The increase in non-accrual loans was largely in the residential portfolio, which has a very low historical -- has very low historical loss rates and strong collateral positions. As of June 30, nearly all previously deferred loans have returned to scheduled payments. We believe we are appropriately provisioned in light of the ongoing uncertainty of the pandemic. Our allowance for credit losses to outstanding loans was 1.51% at quarter end. ASB continues to manage liquidity and capital conservatively, maintaining ample liquidity and healthy core capital ratios. The Bank has more than $4 billion in available liquidity from a combination of reliable resources. ASB's Tier 1 leverage ratio of 8% was comfortably well above well-capitalized levels. Given the current lower risk profile of our portfolio, we continue to target a Tier 1 leverage ratio in the 7.5% to 8% range to ensure competitive profitability metrics and growth of the ASB dividend, while maintaining strong -- a strong capital position. Regarding HEIs financing outlook for 2021. At the holding company, we expect higher Bank dividends to HEI this year than reflected in the previous guidance given ASB's year-to-date performance, improved outlook and efficient capital structure. We now expect Bank dividends of approximately $55 million to $65 million versus the previously estimated $50 million to $60 million. Consolidated capital structure and liquidity remains strong and we do not anticipate the need to issue external equity in 2021 unless we identify significant additional accretive investment opportunities. And we remain committed to maintaining an investment-grade credit profile. Turning to our guidance. We're reaffirming our previously issued Utility guidance but expect to be in the lower half of the range due to headwinds from potential reliability PIM penalties and downside sharing under the fuel cost risk sharing mechanism. However, we're revising our Bank and consolidated HEI guidance. Our revised Bank guidance is $0.79 to $0.94 per share, up from our prior guidance of $0.67 to $0.74. This reflects our updated provision range of negative $15 million to negative $20 million. Given growing uncertainty due to the delta variant, we have not included any potential additional provision credits for the balance of 2021 in our guidance range. However, we will continue to monitor the economic data closely and make future reserve decisions based on third quarter data. We expect the increased Bank profitability and dividend to the holding company to translate into higher consolidated earnings growth. As a result, we're increasing our consolidated earnings per share guidance to $2 to $2.20 per share. To wrap up, the second quarter was strong financially and operationally for our companies and we're positioned well to continue delivering value for all our stakeholders the rest of this year and beyond. As we've always said, ESG is in our DNA, and as we work to integrate ESG further into our strategies, business planning, risk management practices and reporting, we're very focused on ensuring linkage to value for all stakeholders. ","q2 earnings per share $0.58. " "We hope you're safe and well. I have been deeply impressed by the dedication of our employees and the resilience of our customers and communities as we all adapt to the ongoing challenges of COVID-19. Our core strengths continue to serve us well in these unprecedented times. That includes our long history of providing essential services for the State of Hawaii, strong liquidity, stabilizing utility regulatory mechanisms, our Bank's conservative approach to risk, its low risk loan portfolio and strong capital position. In the third quarter, our financial stability enabled us to continue helping our customers, our economy and our communities and again to deliver solid financial results. Net income of $65 million and earnings per share of $0.59 compared to $63.4 million and earnings per share of $0.58 in the same quarter last year. I'll start with an update on the virus and economic conditions in Hawaii before turning update on our companies. Then, Greg will review our financial results and outlook. Well, there is still uncertainty regarding the course of the virus and the timing of economic recovery, we've seen some positive signs. First, daily new COVID cases are down significantly from the surge we saw this summer. The seven-day average of new cases is down to 92 with about a 2% positivity rate after a second stay-at-home order on Oahu starting in late August. Oahu's local economy largely reopened in late September, under a tiered framework and since then we've been able to move to the second tier allowing more business activity. On October 15, Hawaii's tourism sector reopened with a program allowing domestic travelers with a negative COVID test to bypass the 14-day quarantine. Since then, we've seen an average of 5,600 arrivals per day, up from the roughly 2,000 a day that we saw before the 15th. Starting today, this program also includes travelers from Japan and Hawaii is working to extend it to other countries. While the tourism reopening is encouraging, the timing of a sustained reopening depends on how the virus plays out. The federal government and military, our second largest economic driver, have maintained stability throughout the COVID period. Residential real estate values have also remained strong. Year-to-date September, Oahu's single family home prices were up 3.3% and compared to the month of September last year, Oahu's single family home prices were up more than 13% driven by low inventory and low interest rates. The latest forecast from the University of Hawaii Economic Research Organization or UHERO whose outlooks have informed our own estimates, projects Hawaii's economic recovery starting in 2021 and accelerating into 2022. Turning to our companies. Keeping customer rates down has been a central focus for our utility. That began before the onset of COVID and remains a core priority. Fortunately, customers have seen some bill relief this year. Lower fuel costs and a lower revenue balancing account component from higher-than-projected electricity sales last year meant that an Oahu residential customer using 500-kilowatt hours of electricity in October paid 13% less than in March. The commission has extended the suspension of disconnections for non-payment through year-end. We continue working with customers on repayment options and connecting them with services to help them through this time including with utility bills. Last month, the commission approved our settlement with the consumer advocate to not increase base rates in our Oahu rate case. In improving the settlement, the Commission maintained Hawaiian Electric's current allowed return on equity of 9.5% and 58% equity capitalization, lifted the 90% cap on Schofield Generating Station project cost recovery, ended the 2017 rate case customer benefit adjustments and deemed the enterprise resource planning system benefits commitment to be flowed through to customers as part of the zero base rate increase. To help offset the lack of a base rate increase and deliver on our commitment to ramp up to $25 million in customer savings by year-end 2022, our utility is executing on its multi-year efficiency improvement program, which began earlier this year. While we pursue cost efficiencies, we are also pressing forward aggressively on our clean energy goals. We are on track to exceed the 2020 RPS milestone of 30% for the year. Since the RPS calculation divides renewable energy by sales, lower sales due to COVID temporarily pushed our RPS above 35% as of the second quarter. With electricity sales expected to increase in the fourth quarter, we expect RPS to moderate, but still exceed 30% by year-end. In the next few years, we anticipate strong RPS growth from our major renewable energy and storage procurements. In the third quarter, we filed eight purchase power agreements for renewable energy and storage projects and to self-build storage applications as part of our Stage 2 procurement. Two of the projects selected in that procurement are still under negotiation. Last month the PUC approved the 8th final PPA from our Stage 1 procurement for a solar-plus-storage project on Maui. If all Stage 1 projects and the filed Stage 2 projects come online in anticipated timeframes, they would add nearly 600 megawatts of renewable energy and 3 gigawatt hours of storage to our system between now and the end of 2023. This will help [indecipherable] Hawaii in 2022 with the expiration of one of our Oahu IPP contracts. The Stage 2 projects together with our recently proposed Kahului synchronous condenser project will also help us retire one of our Maui fossil plants by 2024. We are also preparing an RFP for up to 235 megawatts of community-based renewable energy. Given the scale of our system, these procurements are significant. If you add up what I've just talked about, you get over 800 megawatts, that's on a system with a total peak load of just 1,200 megawatts on Oahu and 200 megawatt each on Hawaii Island and Maui County. While timing for projects to come online can be affected by many factors, there is no question we are moving forward aggressively. As you know, we, the commission and many stakeholders, have been working hard to align the regulatory framework with customer interest and Hawaii's renewable energy goals through the performance-based regulation or PBR docket. The commission has kept the docket moving through COVID and appears on track for a December decision. The guiding principles is set early on in PBR including maintaining financial integrity of the utility and the collaborative stakeholder based approach, the commission established has been consistent throughout the process. We've generally summarized areas of consensus and divergence on Slide 30 of our deck. The Commission's decision and order will confirm the way forward. The Commission has been progressing other dockets too, and just last week approved a 50-year contract for Hawaiian Electric to own, operate and maintain the electric system serving the Army's 12 installations on Oahu. Turning to our banks. American Savings Bank continues its solid execution of the dynamic COVID environment. Areas are returning to normal operations. We've reopened six branches we had temporarily closed. While low interest rates continue to compress net interest margin in the third quarter, we were able to replace much of the prior quarter's gains on sales securities through core activities, including strong mortgage banking income and resumption of certain payments. We remain focused on sound risk management, with the timing of a sustained tourism reopening uncertain, ASB's third quarter results again reflect elevated provision. We think we are well-provisioned and continue proactively working with customers to understand how their financial health and outlook are affected by COVID. Cost efficiency is and will continue to be our main focus particularly in the current low interest rate environment. In addition to reducing COVID costs, we also closed five branches with two more scheduled in December. Most of these have been temporarily closed earlier in the pandemic. We're continuing to roll out our new smart ATMs providing more customer options and convenience. We've been impressed by how customers have conserved to manage their resources during this time. The majority of customers who sought initial loan deferrals are returning to repayment while some customers and sectors are more impacted, overall we are seeing low delinquency rates and continued strong deposit growth. For customers who received PPP loans, we're now working on forgiveness and have started submitting loans to the SBA for that process. We've continued to see robust adoption of our online and mobile banking services and high customer satisfaction with our digital offerings. And now Greg will review our results for the quarter and our outlook. Turning to our third quarter results. Consolidated earnings per share were $0.59 versus $0.58 in the same quarter last year. At the utility, timing and management of O&M expenses had a positive impact. At the bank, tighter lending margins and COVID-driven provisioning continued to affect results while non-interest income from core activities improved compared to the linked quarter. While holding company loss is well in line with plan, we saw a modest increase due to lower income at Pacific Current and higher interest expense from higher short-term borrowing. Consolidated trailing 12 month ROE remains healthy at 9.4%. Utility ROE increased 80 basis points versus the same time last year to 8.4%. Bank ROE, which we look at on an annualized rather than a trailing 12-month basis was 6.8% for the quarter down from last year due to the economic impacts of COVID and a low interest rate environment. Turning to the next slide. Utility earnings were $60.1 million compared to $46.8 million in the same quarter last year. The most significant variance drivers were $10 million lower O&M expenses, primarily due to fewer generating unit overhauls, lower labor cost due to lower staffing levels and reduced over time and elevated vegetation management work in the third quarter of 2019. The lower overhauls represented about $5 million of the $10 million O&M variance. Of the $5 million, $2 million was due to an elevated number of overhauls in the third quarter of 2019, and the remaining $3 million was timing as some overhaul work will be performed later this year or in 2021. We also had a $5 million revenue increase from higher rate adjustment mechanism revenues and a $1 million increase in major project interim recovery revenues for the West Loch PV and Grid Modernization projects. These items were partially offset by the following after-tax items. $1 million lower AFUDC as there were fewer long duration projects in construction work in progress. $1 million higher savings from enterprise resource planning system implementation, which are to be returned to customers and $1 million higher depreciation due to increasing investments to integrate renewable energy and improve customer reliability and system efficiency. Looking at the drivers of the utilities' financial performance for the rest of the year. With the Commission's final decision in Hawaii Electric rate case, our rates, cost of capital and equity capitalization are now set across all three utilities. Recall that we received a final decision in July for no base rate increase in the Hawaii Electric Light rate case and are not filing a request a rate case for Maui Electric. The utilities multi-year efficiency program will help offset the lack of base rate increases and achieve the Management Audit customer savings commitment. Cost savings initiatives are well under way with additional efficiency opportunities to be identified. COVID-related expenses from March 17 to year end are being deferred for the commission order we received in June. We've requested an extension of that deferral through at least June 30 of next year. We'll have to file separately for recovery at a later date. COVID related costs have been $12.4 million to date, mostly related to bad debt expense. The suspension of customer disconnections remains in place until year end. Lower fuel prices have been good for our customers with a typical 500-kilowatt hour residential monthly bill on Oahu in October was down $21 since March, due to fuel price savings for customers. With these savings, the utility may qualify for a reward under the fossil fuel cost risk sharing mechanism. On Slide 11, based on year-to-date information, we are forecasting $340 million to $350 million of capex in 2020, down from $360 million communicated last quarter, primarily due to unexpected delays from COVID-19 and completion of some of our work at lower cost. Specifically COVID-19 delayed our smart meter deployment, completion of a generating unit overhaul on Maui and impacted transmission structural replacement work when a helicopter contractor went out of business due to COVID-19. Fortunately, we were able to bring some of that work in-house and completed at lower cost. We also saw some other delays related to permitting. We are maintaining our longer-term capex and rate base guidance in the 2021 to 2022 period. We still expect capex to average approximately $400 million per year or about 2 times depreciation. While strategically important, we don't expect the recently approved Army Privatization contract to have a material impact on annual earnings, which will depend on a number of factors including the amount in timing of capital upgrades and capital replacements. We continue to expect the utility to self-fund its forecasted capex through 2020 via retained earnings and access to the debt capital markets. Turning to the bank on Slide 12. American's net income was $12.2 million in the quarter compared to $14 million in the prior quarter. Although yield on earning assets continued to be impacted by the low interest rate environment, we had improvements in a number of areas including record mortgage banking income, a record low cost of funds supporting net interest margin, increased fee income as we resumed certain fees suspended to help customers during the initial impact of COVID and lower non-interest expense. We continue to see elevated provisioning this year given the ongoing COVID-19 related economic uncertainty, provision was down slightly versus the last quarter, which included amounts for unfunded commitments. Improved non-interest income from core activities and expense controls were key drivers of bank net income during the quarter. As you may recall, we had a large one-time impact in the second quarter from $9.3 million in gains on sale of securities on a pre-tax basis. We were able to replace much of that amount through a combination of record mortgage projection generating mortgage banking income of $7.7 million versus $6.3 million last quarter and resumption of previously suspended fees driving $9.6 million in fee revenue compared to $7.2 million last quarter. Expense controls were also helped to offset the second quarter's gain on sales. In the second quarter, we incurred $3.7 million in COVID-19 related expenses consisting of additional -- paid to frontline employees, the payout of excess vacation days for employees unable to use vacation while working through the pandemic, purchases of PPE and sanitation supplies, the employee meals to promote employee safety and support Small Business restaurants. In the third quarter, our COVID-19 related costs were down $3.1 million to $0.7 million consisting primarily of cleaning and sanitation costs. On Slide 14, as expected ASB's net interest margin compressed more moderately in the third quarter than prior quarter, narrowing 9 basis points to 3.1%. Record low cost of funds and lower FAS 91 amortization help to offset the impact of the low interest rate environment on asset yields. Most of our adjustable-rate loans repriced in the second quarter while fixed price loans, which are driving most of the repricing now, reprice more gradually. For the remainder of the year, we expect continued margin pressure, but at a moderate pace. This includes pressure from continued low interest rates and from excess liquidity due to strong deposit growth and lower reinvestment yields. For the full year, we expect to be within our previously guided NIM range of 3.35% to 3.25%, year-to-date net interest margin was 3.34%. This quarter's provision was $14 million compared to $15.1 million in the linked quarter. With uncertainty regarding if we will realize a sustained gradual reopening of tourism and strengthening of our economy, this quarter's provision included $12.3 million in additional reserves related to potential economic impacts from the pandemic. Credit quality improved in our personal unsecured loan portfolio and we were able to release some reserves related to that portfolio during the quarter. Net charge-offs also improved and were lower than the last two quarters. With the economic picture still in flux we are still holding off on providing provision guidance. Slide 16 provides an update on what we're seeing in our loan portfolio. Overall, we have a high quality loan book that remains healthy with only 3% of our portfolio on active deferral at the end of the quarter. 76% of deferred loans have returned to payment. Previously deferred loans, do have a somewhat higher delinquency rate of 1% compared to 0.3% for our portfolio as a whole. We continue to carefully monitor our portfolio and are closely -- are working closely with our customers to understand their circumstances and outlook. Given the enhanced monitoring, we have implemented for commercial loans as well as the overall quality of our loan book, we feel we are well-provisioned as of September 30. As we continue -- ASB continues to maintain ample liquidity and healthy capital ratios. The bank is over $3.2 billion in available liquidity from a combination of reliable sources. ASB's Tier 1 leverage ratio of 8.35% was comfortably well above well capitalized levels as of the end of the quarter. As a reminder, the bank is self-funding and we don't anticipate that it would need capital from the holding company even under more severe stress scenarios than we anticipate from COVID-19. Turning to consolidated liquidity, we're well positioned to withstand the impacts of COVID. As of September 30, we had $425 million of undrawn credit facility capacity, consisting of $150 million at the holding company and $275 million at the utility, with just $23 million in commercial paper outstanding, all of which was at the holding company. We recently executed transactions to further enhance liquidity and pre-fund upcoming debt maturities. At the holding company in September, we executed a $50 million private placement to pre-fund a March 21 maturity. In October, we launched and priced a subsequent transaction to pre-fund a term loan maturity coming up in April, 21. At the utility, in October we executed $115 million private placement, which we can draw on at any time leading up to its January funding date. The utility has no long-term debt maturities in '21. At the holding company, all long-term debt maturities in '21 are now pre-funded and we maintain solid liquidity and financial flexibility and strength heading into 2021. And we remain committed to an investment-grade capital structure. On the next slide, we expect our dividend from and the equity investment in the utility to be consistent with our earlier projections. The utility continues to perform in line with plan, has sufficient retained earnings to support its capex and adequate liquidity to support growth in customer account receivable balances and payment programs for customers impacted by COVID. Bank dividends received to date are sufficient to maintain HEI's strong consolidated capital structure and liquidity. We expect to maintain our external dividend as reflected in HEI's recent dividend announcement. On Slide 20, we've updated our guidance for the full year. At the utility, we are reaffirming our guidance range of $1.46 to $1.54 per share, and expect the utility to be within the bottom half of that range. While second quarter and third quarter utility results were strong, that was partially due to timing of expenses, some of which are expected to be incurred in the fourth quarter. We're also working to offset the lack of the Hawaii Electric base rate increase and as mentioned, we're expecting capex to be $10 million to $20 million lower than previously anticipated. At the bank, given economic uncertainty and its effect on provision, we're continuing to provide pre-tax pre-provision income guidance. We've revised our pre-tax pre-provision income guidance upward to $105 million to $115 million versus the previous range of $90 million to $110 million or $10 million increase from mid-point to mid-point. Our holding company guidance is unchanged at $0.27 to $0.29 loss. Since bank provision remains uncertain, we're still not providing consolidated earnings per share guidance. Overall, our companies continue to perform well during the pandemic. Our financial stability has enabled us to deliver value for all our stakeholders. In that vein, I'd like to close with a comment on ESG. ESG has been a focus for us for a long time. That's why we say ESG is in our DNA. We just didn't call it ESG before. We've long talked about the linkage between the health of our state and that of our companies. Our renewable energy transition is central to our Company's strategy, and we talk about it on every call, along with the evolution of our regulatory framework to support that transition. For our bank, key areas of focus include addressing affordable housing and financial fitness for our communities and customers as well as economic diversification and job creation. And you'll recall that Pacific Current was formed to advance sustainability through infrastructure investments here in Hawaii. We're formalizing our ESG approach, integrating it more deeply in our businesses to the extent material to value creation. We published our first FASB aligned report in September and plan to expand future reporting to include TCFD aligned disclosures. ","hawaiian electric industries q3 earnings per share $0.59. q3 earnings per share $0.59. " "Yesterday, we reported results and posted all of the earnings-related materials on our website. For the call today, our speakers are Chris Swift, Chairman and CEO of The Hartford; Beth Costello, Chief Financial Officer; and Doug Elliot, President. Just a few final comments before Chris begins. These statements are not guarantees of future performance, and actual results could be materially different. A detailed description of those risks and uncertainties can be found in our SEC filings. Our commentary today includes non-GAAP financial measures. Explanations and reconciliations of these measures to the comparable GAAP measure are included in our SEC filings as well as in the news release and financial supplement. Once again, our outstanding underwriting capabilities and consistent execution on strategic initiatives becomes increasingly evident with each quarterly earnings report and reinforces my confidence about the future for The Hartford. In the third quarter, we reported core earnings of $442 million or $1.26 per diluted share; 8% growth in year-over-year diluted book value per share, excluding AOCI; and a trailing 12-month core earnings ROE of 12.5%. We returned $634 million to shareholders in the quarter from share repurchases and common dividends and $1.6 billion for the nine months ended September 30. The confidence we have in our business is also evidenced by the announcement that we have increased our share repurchase program by $500 million, bringing the total authorization to $3 billion through the end of 2022. And we increased our quarterly dividend by 10%, payable in January of 2022. With strong cash flow generation, we will continue to have a balanced capital deployment approach to support growth and investments in the businesses with capital return to shareholders. Looking through to the underlying results. The positive momentum continued with written premium growth, margin expansion, operating efficiencies and a significant return on alternative investments. However, results were impacted by Hurricane Ida, higher pandemic-related excess mortality in Group Benefits and the Boy Scouts of America settlement. Commercial Lines reported stellar margins with an industry-leading 87.2 underlying combined ratio and another double-digit top line growth, reflecting higher new business levels, continued strong retention and solid renewal price increases. Our teams continue to execute exceptionally well. In Personal Lines, we are in the midst of a transformation to provide a more contemporary experience in product. Through a modernized platform, in partnership with AARP, one of the largest affinity groups in America, we see the opportunity to capitalize on the growth in the mature market segment as this demographic is expected to grow 3 times as fast as the rest of the U.S. population over the next decade. I am pleased with the progress being made with the introduction of the new platform, and Doug will provide more commentary. Additionally, in the quarter, we entered into a new agreement in principle with the Boy Scouts of America. This agreement now includes not only the BSA, but local counsels and representatives of the majority of sexual abuse claimants who have now been asked to officially vote on the BSA bankruptcy plan. The Hartford settlement becomes final upon the occurrence of certain conditions, which we expect to occur in early 2022. Now turning to Group Benefits. Core earnings for the quarter were $19 million, reflecting elevated life and short-term disability claims, partially offset by strong investment returns, improved long-term disability results and earned premium growth. Throughout the year, we have been reporting earned premium growth over prior year, and this quarter's positive trends continues. Fully insured ongoing premium is up 4%. This reflects growth in our in-force book and continued strong sales in persistency. Persistency was above 90% and increased approximately one point over prior year. The group life industry has been impacted by excess mortality over the past six quarters. During our July earnings call, we were optimistic that trends would lead to an improvement in COVID-related mortality. Our optimism was short-lived as the number of U.S. deaths started increasing in August due to the Delta variant and continued through September. As of this week, U.S. COVID deaths for the third quarter now exceed 112,000, and this number is likely to continue to increase in the weeks ahead due to reporting lags in the data. The rapid increase in COVID deaths in the third quarter drove elevated mortality in our book of business and across the industry. Additionally, the mortality experience from the Delta surge has a higher percentage impact on the under 65 population compared to prior periods. Approximately 40% of U.S.-reported COVID deaths in August and September were of individuals under age 65 compared to approximately 20% of COVID deaths in December of 2020 and January of 2021. Since younger age cohorts tend to carry higher face amounts, the combination of increased deaths and higher amounts of insured values resulted in a significant increase in total dollar levels of mortality claims. In addition, we experienced higher levels of non-COVID excess mortality during the quarter, representing approximately 30% of reported excess mortality loss. This is directionally consistent with the broader U.S. trends that saw elevated non-mortality in the third quarter. As we look to the fourth quarter, forecasting excess mortality is a challenge. What we do know is that vaccinations are saving lives, and higher levels of vaccination rates should help mitigate mortality claims. Bottom line, the fundamentals across the Group Benefits business remains solid, and we are confident and optimistic about our performance in the future. Turning to the economic backdrop. While there are conflicting signals, I remain encouraged on the '22 macroeconomic outlook and believe the environment will be one in which The Hartford's businesses perform well. Headline inflation remains elevated, but core inflation is on the decline. I do not expect inflationary pressures to go away overnight. The focus of global governments and the private sector on supply chain solutions as well as the normalization of hard-hit pandemic sectors causes me to believe inflationary pressure will begin to ease in the second half of 2022. While employment gains stalled in the last couple of months as the U.S. was impacted by the Delta surge, vaccination rates, therapeutics and growing levels of natural immunity provide confidence that COVID will become less of a deterrent for individuals to seek employment and return to the workforce. Unemployment is expected to continue a downward trend as borders increasingly reopen and pandemic-related benefits fully roll off. This bodes well for The Hartford's business mix. As I reflect on my tenure with The Hartford, I'm extremely proud of the progress we've made. Over the years, we fixed core businesses, exited underperforming or noncore segments, successfully integrated the new operations we added, positioning the company to capture even more opportunities in the marketplace going forward. This is a direct result of our performance-driven culture and the significant investments we have made to transform the organization into one with exceptional underwriting tools and expertise, expanded product depth and breadth and industry-leading digital capabilities, complemented by a talented and dedicated employee base. However, the journey is not complete. We will continue investing for the long term to become an even more differentiated competitor in the customer experience, all while producing superior financial results. At our November 16 Investor Conference, I look forward to sharing how the business is positioned for continued outperformance and highlighting the talented senior leadership team. With a high-quality franchise, growing revenues, strong margins, prudent capital management, I am very confident that The Hartford has never been better positioned to continue to deliver on our financial objectives and enhance value for all stakeholders. Core earnings for the quarter of $442 million or $1.26 per diluted share reflects excellent investment results with a 40% annualized return on limited partnership investments and continued strong underlying results, offset by $300 million of catastrophe losses with $200 million from Hurricane Ida and excess mortality of $212 million in Group Benefits. In P&C, the underlying combined ratio of 88.3 improved 2.3 points from the third quarter of 2020, highlighted by excellent performance in our Commercial Lines segment. In Commercial Lines, we produced an underlying combined ratio of 87.2, a 6.5-point improvement from the third quarter of 2020, and 15% written premium growth for the second consecutive quarter. In Personal Lines, an underlying combined ratio of 91.8 compares to 81.4 in the prior year quarter, which reflects higher auto claim frequency from increased miles driven and higher severity. Doug will provide more detail on these results in Commercial and Personal Lines in a moment. P&C prior accident year reserve development within core earnings was a net unfavorable $62 million, driven by the new settlement agreement with BSA, partially offset by reserve reductions of $75 million, including decreases in workers' compensation, personal auto liability, package business and bond. In the quarter, we ceded an additional $28 million of Navigators reserves to the adverse development cover primarily related to wholesale construction. Although these losses are economically ceded, the reserve development resulted in a deferred gain, representing a charge against net income in the quarter. Group Benefits core earnings of $19 million decreased from $116 million in third quarter 2020, largely driven by higher excess mortality losses in group life, partially offset by increase in net investment income. All-cause excess mortality in the quarter was $212 million before tax, which includes $233 million for third quarter deaths, offset by $21 million of net favorable development from prior periods, predominantly from the second quarter of 2021. The percentage of excess mortality not specifically attributed to a COVID-19 cause of loss is more significant this quarter than it has been in the past and represents approximately 30% of the total. Excluding losses from short-term disability related to COVID-19 and excess mortality, the core earnings margin was 12.6%. The underlying trends in disability remain positive with lower long-term disability claim incidents and stronger recoveries related to prior year reserves. The disability loss ratio in this year's quarter was 3.1 points higher as the prior year loss ratio benefited from favorable short-term disability claim frequency due to fewer elective medical procedures during the early stages of the pandemic. As Chris commented, the incidence in excess mortality claims going forward is hard to predict as it is dependent on a number of factors, including the vaccination rate, the potential spread of new COVID variants, the percentage of those infected who are in the workforce and the strain on the healthcare system impacting the treatment of non-COVID-related chronic illnesses. Improving operating efficiencies and a lower expense ratio from Hartford Next have contributed to margin expansion. The program delivered $306 million in pre-tax expense savings in the nine months ended September 30, 2021, compared to the same period in 2019. We continue to expect full year pre-tax savings of approximately $540 million in 2022 and $625 million in 2023. Turning to Hartford Funds. Core earnings for the quarter were $58 million compared with $40 million for the prior year period, reflecting the impact of daily average AUM increasing 27%. Total AUM at September 30 was $152 billion. Mutual fund net inflows were approximately $300 million compared with net outflows of $1.3 billion in third quarter 2020. Hartford Funds continues to produce excellent returns, with growth in assets under management driven by net inflows and market appreciation. As a low-capital business, its return on equity has been outstanding, consistently over 45% since 2018. The Corporate core loss was lower at $47 million compared to a loss of $57 million in the prior year quarter, primarily due to a $21 million before tax loss in third quarter 2020 from the equity interest in Talcott Resolution, which was sold earlier in 2021. Our investment portfolio delivered another outstanding quarter of results. Net investment income was $650 million, up 32% from the prior year quarter, benefiting from very strong annualized limited partnership returns of 40%, driven by higher valuations and cash distributions within private equity funds and sales of underlying investments in real estate. Limited partnership returns continue to exceed expectations. We continue to manage the investment portfolio with a focus on high-quality public investments while leveraging our capabilities to take advantage of attractive private market opportunities. The total annualized portfolio yield, excluding limited partnerships, was 3% before tax compared to 3.3% in the third quarter of 2020, reflecting the lower interest rate environment. We expect pressure on the portfolio yield to continue in the fourth quarter. The portfolio credit quality remains strong with no credit losses on fixed maturities in the quarter. Net unrealized gains on fixed maturities before tax were $2.5 billion at September 30, down from $2.8 billion at June 30 due to higher interest rates and wider credit spreads. Book value per diluted share, excluding AOCI, rose 8% since September 30, 2020, to $49.64, and our trailing 12-month core earnings ROE was 12.5%. During the quarter, The Hartford returned $634 million to shareholders, including $511 million of share repurchases and $123 million in common dividends paid. Yesterday, the Board approved a 10% increase in the common dividend and increased our share repurchase authorization by $500 million. With this increase and the $1.2 billion of repurchases completed through September 30, there remains $1.8 billion of share repurchase authorization in effect through 2022. From October one through October 27, we repurchased approximately 1.5 million common shares for $108 million. Cash and investments at the holding company were $2.1 billion as of September 30, which includes the proceeds from the September issuance of $600 million of 2.9% senior notes. These proceeds will be used to repay our $600 million 7.875% junior subordinated debentures, which are redeemable at par on or after April 15, 2022. During the third quarter, we received $443 million in dividends from subsidiaries and expect approximately $445 million in the fourth quarter. With top line growth, improving underlying margins, operating efficiencies, strong cash flow and ongoing capital management, we are positioned to consistently generate market-leading returns and enhance value creation for shareholders. Across Property & Casualty, I continue to be extremely pleased with our execution and performance. In the quarter, the underlying combined ratio was an outstanding 88.3. Commercial Lines achieved double-digit written premium growth for the second consecutive quarter. Written pricing remained strong, largely consistent with second quarter, and our new Personal Lines product launch is accelerating with five new states rolled out in October. As Beth mentioned, Commercial Lines produced a terrific underlying combined ratio of 87.2, with over five points of improvement coming from the loss ratio and another point from expenses. I've been doing these calls for a long time, and this is one of the stronger underlying quarters I have presented. Before providing more color on commercial pricing and loss trends, let me spend a few minutes detailing another quarter of exceptional top line performance. Small Commercial written premium of just over $1 billion was a third quarter record, increasing 14% over prior year. Policy count retention was strong at 84%, and in-force policies grew 6% versus prior year. As anticipated, we continue to benefit from an improved economy, with increases in payroll and wages contributing to the quarter's top line result. Small Commercial new business of $165 million was up 28%, the fourth consecutive quarter of double-digit growth. Our workers' compensation and market-leading BOP product, Spectrum, contributed equally to the result. I'm particularly pleased with the growth we're achieving across each of our Small Commercial distribution channels. New business from agents, payroll programs, alliances and direct all delivered double-digit growth and will meaningfully contribute to continued top line performance. The breadth and depth of this distribution balance is unmatched by competitors. In Middle & Large Commercial, we produced a second consecutive excellent quarter with written premium growth of 18%. Middle Market new business of $139 million was up 6% in the quarter driven in large part by our industry verticals. Policy retention increased 8% -- or eight points to 87%, one of the strongest retention quarters in quite some time. We continue to balance the rate and retention trade-off while maintaining disciplined risk underwriting and leveraging our segmentation tools to drive profitable growth. Global Specialty produced another strong quarter with written premium growth of 14%. New business growth of 26% was equally impressive, and retention remains strong in the mid-80s. In the quarter, the breadth of our written premium growth was led by 14% in wholesale and 19% in U.S. financial lines. Global Reinsurance also had an excellent quarter with written premium growth of 39%. Execution to fully leverage our expanded product portfolio these past two years has been excellent. Across our franchise, we continue to further develop our operating routines with broader risk solutions to meet customer needs. As a proof point, third quarter cross-sell new business premium between Global Specialty and Middle & Large Commercial was $15 million. With this result, we have now exceeded our initial transaction goal of $200 million, more than a year early. After years of development, our product portfolio has become a competitive strength, and our execution will only get stronger. Let's move to pricing metrics. U.S. Standard Commercial Lines pricing, excluding workers' compensation, was 6.5%, consistent with the second quarter. Middle Market ex workers' compensation price change of 8.1% was essentially flat to quarter two and continues to exceed loss cost trend. In Standard Commercial workers' compensation, renewal written pricing was in line with quarter two at 1.2%. Global Specialty renewal written price remained strong in the U.S. at 10% and international at 17%. Turning to commercial loss trends. Our casualty current accident year loss ratios are in line with expectations. It was a pretty quiet non-CAT weather quarter in Small Commercial property. In addition, we continue to monitor the adverse impacts of supply chain disruptions on loss costs and expect property severity trends to be elevated for the rest of the year and into 2022. Earned pricing is still exceeding loss trends within most lines, and we remain confident in our full year 2021 loss ratio expectations. Before I move to Personal Lines, let me comment on the commercial pricing environment over the past two to three years. There's no question we've experienced a healthy pricing environment and in several lines, one of the hardest markets I've experienced. The combination of these rate actions and disciplined underwriting decisions are central drivers of our strong performance. Continued pressure from weather, supply chain and inflation lead me to believe that the current pricing environment will remain healthy well into 2022. Moving to Personal Lines. The third quarter underlying combined ratio rose 10.4 points to 91.8. Auto frequency is up with increasing vehicle trips and miles traveled but still modestly below prepandemic levels. Auto severity is elevated, driven in part by the rising cost of used cars, parts and labor. These inflationary factors will continue to be an industry headwind as we expect them to persist into 2022. In home, we continue to experience favorable frequency versus our initial expectations, more than offsetting higher claim severity from elevated building material and labor costs. Turning to the top line. Written premium declined 2%. Policy retention was relatively stable at 84%, and new business premium was up 6% in the quarter. This new business uptick occurred despite J.D. Power's survey results concluding that auto insurance shopping rates among the 50-plus age segment remains 6% below a year ago. Our new business growth was driven by higher marketing spend and improved conversion rates. I'm pleased with this quarter's momentum. We're also encouraged by the early results from the launch of our new contemporary Personal Lines auto and home product, Prevail. Through the third quarter, written premium responses and issue counts are exceeding expectations. Both products are now available in seven states. With our latest launch in early October, we also enhanced our auto and home bundling and telematics capabilities. On the latter, we're excited to be partnering with the industry leader, Cambridge Mobile Telematics. This is an important change as we continue to augment our models based on driving behavior. The Prevail product will be in two more states over the next 90 days. Before turning the call back to Susan for Q&A, let me conclude with a few final thoughts. Property & Casualty had an incredible quarter. Our commercial top line produced a second consecutive quarter of superior performance. Strong pricing is earning into the book, driving lower current accident year loss ratios. Global Specialty is delivering strong execution and underwriting performance, and we continue to be excited about the launch of Prevail in Personal Lines. We're clearly seeing the positive results of our multiyear road map with deeper and broader products, improved risk selection and outstanding execution. This quarter is another demonstration of those capabilities. Our technology invest agenda has been significant, and the results are clear and sustainable. I'm thrilled with our continued progress and look forward to sharing more details with our business heads in November at Investor Day. We'll now take questions. ","qtrly core earnings per diluted share of $1.26. " "Actual results may differ. Also in the remarks today, Mike, Chris and Tom will refer to certain non-GAAP measures. I trust that everyone is staying healthy and safe. Sales of $2.3 billion for the quarter were slightly higher than 2020. Diluted earnings per share was $3.68 for the quarter and pension adjusted earnings per share was $3.56, up from $2.43 in 2020. New contract awards during the quarter were approximately $5.3 billion, resulting in a record backlog of approximately $49 billion, of which approximately $25 billion is funded. Chris will provide some color on a few of the key awards for the quarter during his remarks. Shifting to activities in Washington. We were pleased that the recently released summary of the fiscal year 2022 President's budget request affirm that maintaining U.S. naval power is critical to reassuring allies and signaling U.S. resolved to potential adversaries. Of note, the budget summary cited continued recapitalization of the nation's strategic ballistic missile submarine fleet, investment in remotely operated and autonomous systems and funding for the next-generation attack submarine program. And we look forward to understanding budget details for these and other national security priorities when that information becomes available as well as funding levels requested for the Department of Energy and the Department of Homeland Security. We also look forward to working closely with the Congress as the FY '22 President's budget request is considered during the current legislative cycle. Regarding portfolio shaping actions during the quarter, we completed the previously announced sale of our oil and gas business and also completed the contribution of the San Diego Shipyard to Titan Acquisition Holdings in exchange for a noncontrolling interest in this leading provider of ship repair and fleet sustainment services. Completion of these transactions sharpens the focus of our Technical Solutions business into areas where we believe our unique capabilities and close customer relationships will drive strong organic revenue growth and margin expansion. And as I prepare to close, I'm very pleased with the operating rhythm the team is achieving, which led to the third consecutive quarter of solid program execution and financial results. And I am very confident that our strength, agility and positive momentum resulting from enduring the impacts of COVID-19 will serve as key catalyst to help us leverage our historic backlog, to generate strong free cash flow and create long-term sustainable value for our shareholders, customers and employees. After serving as President of Ingalls since 2014 and with more than 40 years of service, Brian Cuccias retired on April 1. Brian's career at Ingalls has been remarkable, and HII has truly benefited from his leadership. Effective April 1, Kari Wilkinson succeeded Brian as the new President of Ingalls and will report to Chris. Kari has proven herself to be a strategic and visionary leader that is focused on operational excellence, and I am extremely confident that Ingalls is in very capable hands. Operationally, we had a solid quarter, making consistent progress across our shipbuilding and Technical Solutions programs. With that, let me share a few key contract awards and programmatic highlights from the business segments for the quarter. At Ingalls, the team was awarded a life-cycle engineering and support services contract for the LPD program with a cumulative value of approximately $214 million. The scope of work includes engineering change management, supply chain management, training for new shipboard systems and the execution of post-delivery availabilities. Regarding program status, LHA eight Bougainville achieved a 25% complete milestone during the quarter, and the team remains focused on maintaining strong cost and schedule performance in support of their planned production milestones. On the DDG program, the team remains focused on preparations for launch of DDG 125 Jack H. Lucas and sea trials for DDG 121 Frank E. Peterson, Jr., both planned for the second half of this year. And on the LPD program, LPD 28 Fort Lauderdale remains on track to complete sea trials later this year. And LPD 29, Richard M. McCool, Jr., remains on schedule for launch early next year. The team at Ingalls is also working closely with the Navy to put LPD 32 and 33, along with LHA nine under contract. This bundle acquisition approach is the most affordable method to buy these ships. And when complete, affords predictable savings for the Navy. At Newport News, the team was awarded a $3 billion contract for the refueling and complex overhaul of CVN 74 USS John C. Stennis, and also received a contract modification for construction of the 10th Virginia-class Block V submarine. These key awards are additional building blocks for a record backlog, which now stands at nearly $49 billion. Shifting to program status, CVN 79 Kennedy is approximately 81% complete. The team is finalizing plans to support the single phase delivery requirements while continuing to focus on compartment completion and key initial test milestones. CVN 73 USS George Washington is approximately 87% complete and continues to make progress with the crew recently beginning to move back aboard the ship. This is another key milestone is supported redelivery to the Navy planned for next year. On the VCS program, SSN 794 Montana continues test program activities in preparation for delivery to the Navy planned for later this year. In addition, SSN 796 New Jersey remains on track to achieve the float off milestone as planned in the second half of this year. At Technical Solutions, the team booked several key awards during the quarter. This included a $175 million fleet to statement recompete and a position on a Naval Information Warfare Center Pacific, ISR and cybersecurity IDIQ contract. Additionally, production of the first Orca XLUUV modules is now under way at our unmanned systems center of excellence. Approximately 75% of all structural components have been fabricated, and assembly has commenced with final unit delivery to Boeing plan later this year. And finally, our Nuclear and Environmental Services business continues to perform very well with strong performance across our Department of Energy contracts at Los Alamos, Nevada and Savannah River. Today, I will briefly review our first quarter results. This was primarily due to growth at Newport News and Ingalls that was largely offset by a decline of Technical Solutions due to divestitures associated with the portfolio-shaping actions we have taken. Segment operating income for the quarter of $191 million increased $35 million from the first quarter of 2020 and segment operating margin, 8.4%, increased 149 basis points. The improvement was driven by higher risk retirement at Ingalls and improved performance to Technical Solutions. Operating income for the quarter of $147 million decreased by $68 million from the first quarter of 2020 and operating margin of 6.5% decreased 35 basis points. These decreases were primarily driven by a less favorable operating FAS/CAS adjustment, partially offset by the stronger segment operating results compared to the prior year. The tax rate in the quarter was approximately 15% compared to approximately 20% in the first quarter of 2020. The decline in tax rate was primarily due to the divestiture of our oil and gas business as well as the recognition of R&D tax credits for the current year and prior periods. Net earnings in the quarter were $148 million compared to $172 million in the first quarter of 2020. Diluted earnings per share in the quarter were $3.68 compared to $4.23 in the first quarter of 2020. Excluding the impact of pension, diluted earnings per share in the quarter were $3.56 compared to $2.43 in the first quarter of 2020. Cash from operations was $43 million in the quarter and net capital expenditures were $59 million or 2.6% of revenues, resulting in free cash flow of negative $16 million. This compares to cash from operations of $68 million and net capital expenditures of $66 million and free cash flow of $2 million in the first quarter of 2020. Cash contributions to our pension and other postretirement benefit plan were $72 million in the quarter, of which $60 million were discretionary contributions to our qualified pension plans. During the first quarter, we paid dividends of $1.14 per share or $46 million. As noted on our fourth quarter earnings call, we did reinitiate share repurchases earlier this year and continue to view the return of excess free cash flow via share repurchases as an integral part of our capital allocation strategy over the long term. During the quarter, we repurchased approximately 292,000 shares at a cost of approximately $50 million. Moving on to pension. With the passage of the American Rescue Plan Act, we have reviewed the five-year pension outlook that we provided on our last earnings call and continue to believe that remains the most appropriate view. Due to the limited nature of our projected contributions and the impact of lower cash sensitivity with safe harbor implementation, the passage of the legislation does not have a meaningful impact on our outlook. We plan to provide an update to near-term pension expectations on our Q3 call, consistent with our prior cadence. Ingalls revenues of $649 million in the quarter increased $20 million or 3.2% from the same period last year, driven primarily by higher revenues on the DDG program. Ingalls operating income of $91 million and margin of 14% in the quarter were up from the first quarter of 2020, mainly due to higher risk retirement on LHA, which was related to the 25% completion milestone that Chris mentioned earlier. Newport News revenues of $1.4 billion in the quarter increased to $66 million or 4.9% from the same period last year due to higher revenues in both aircraft carrier and submarine construction as well as fleet support services. Newport News operating income of $93 million and margin 6.6% in the quarter were down slightly year-over-year, primarily due to lower risk retirement on CVN 73 RCOH, partially offset by higher risk retirement on VCS Block IV boats. Technical Solutions revenues of $259 million in the quarter decreased 18.3% from the same period last year, mainly due to the divestitures of both our oil and gas business in the San Diego shipyard on February one of this year, partially offset by a full quarter of results from Hydroid, which was acquired at the end of the first quarter of 2020. Technical Solutions operating income of $7 million in the quarter compares to a loss in the first quarter of 2020. This was driven primarily by improved performance in Defense and Federal Solutions and Nuclear Environmental Services as well as a gain related to the sale of our oil and gas business. Turning to Slide nine. We continue to expect we will finish the year with strict building operating margin in the 7% to 8% range with the significant remaining risk retirement events weighted toward the end of the year. In addition, we expect shipbuilding margin for the first half of 2021 to be around the midpoint of our annual guidance range. We continue to view the remainder of our 2021 guidance as appropriate with the exception of the effective tax rate, which we now expect to be approximately 18%. ","compname reports q1 earnings per share $3.68. q1 adjusted earnings per share $3.56. q1 earnings per share $3.68. q1 revenue $2.3 billion. " "This is Brendan Maiorana. The release and supplemental include a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures. We are pleased with our solid financial and operational results in the third quarter. Given the emergence of the delta variant, utilization across our portfolio did not increase as much in the third quarter as we anticipated, leveling off around 40%. We now do not expect usage to meaningfully increase until the new year. While the progression of the pandemic and the resulting impact on office utilization remain difficult to predict, customers and prospects fortunately continue to sign leases and our parking revenues continue to recover nicely. As I mentioned on our last call, leasing activity has been healthy, particularly for new deals. We signed 672,000 square feet of second gen leases, including 245,000 square feet of new deals. In total, we signed 96 leases during the quarter, including 46 new deals, consistent with our long-term average. So far this year we've signed 140 new deals, which puts us on pace to eclipse our annual high watermark. Plus, we signed 83,000 square feet of first gen leases on the development pipeline. In addition to healthy volume, rents on signed leases increased 19.3% on a GAAP basis and 4.3% on a cash basis. The weighted average term was also solid at 6.3 years reflecting growing confidence in the long-term value of the office for our customers. Leasing Capex increased, but this was offset by higher face rents and longer terms. We're often asked about the effect of the pandemic on net effective rents. We don't track apples-to-apples net effective rent spreads. However, if we look solely at the change in second gen net effective rents on signed deals from 2019 to 2021 year-to-date, the decline is roughly at the midpoint of the 5% to 10% average decline across our markets we've mentioned previously, which in our experience is also consistent with the typical recessionary patterns. As we noted last quarter, we continue to believe net effective rents have stabilized. As you may have seen from local media reports, two customers in our top 20 announced this quarter plans to move out upon exploration and relocate to new developments. In both cases, we have at least three years of lease term remaining, in-place rents are substantially below market and these buildings are among the best in their BBDs. As the war for talent accelerates, we are strong believers that well-located office space in highly amenitized Best Business Districts, will become a competitive recruiting advantage for employers. This flight to higher quality buildings in the best locations and with well capitalized owners, plays to our strengths. Our markets and our portfolio continue to generate activity and growth, further demonstrating the resilience and quality. Turning to our results, we delivered strong FFO of $0.96 per share in the third quarter. Our same property cash NOI growth was also strong at 6.4%, including the repayment of temporary rent deferrals agreed to during the first months of the pandemic. Excluding these repayments, same-property cash NOI growth would still have been a healthy 5.2%, consistent with last quarter. In last night's release, we updated our 2021 FFO outlook to $3.73 to $3.76 per share, up $0.07 at the midpoint from our prior outlook and up $0.165 from our initial 2021 FFO outlook provided in February. We also raised our same property cash NOI growth outlook to 6% to 7%, up more than 150 basis points at the midpoint from our prior outlook. Moving to investments, as we previously disclosed, we acquired the office portfolio from PAC in late July for a total investment of $683 million, including planned near-term building improvements. We've already signed leases ahead of schedule at healthy rents and are seeing strong interest across the portfolio in Charlotte and Raleigh as well as to the development parcel in the Cumberland/Galleria BBD of Atlanta, around the corner from where the Braves are hosting the World Series at Truist Park. As you know, we plan to bring our balance sheet back to pre-acquisition levels by accelerating the sale of $500 million to $600 million of noncore assets by mid-2022. We closed two dispositions for $120 million in the third quarter, bringing our total to $163 million since we first announced the acquisition. We are confident we'll end the year toward the high end of our outlook of $250 million to $300 million. Turning to development, we delivered our $285 million build-to-suit for Asurion in Nashville, the largest development project in Highwoods history. Completing this project ahead of schedule and on budget in the midst of a pandemic, is a true testament to the strength of our development team in our partners of Brasfield & Gorrie and Hastings Architecture. We delivered the keys on this incredible workplace to our new customer three months early. Following the delivery of the Asurion build-to-suit, our $109 million development pipeline consists of Virginia Springs II in the Brentwood BBD of Nashville and Midtown West in the Westshore BBD of Tampa. We signed 83,000 square feet of leases on these developments during the quarter, bringing leasing to 59% for both buildings. We have a pipeline of strong prospects to bring these properties to stabilization by the second half of next year. We increased the low end of our development announcement outlook from 0 to $100 million, demonstrating the growing confidence we have in potential announcements before year-end. The high end remains $250 million. We continue to see strong interest from prospective build-to-suit and anchor customers. We believe companies planning significant investments in physical workplaces is yet another sign of a return to healthy fundamentals across our markets. Our well-located land bank, which can support more than $2 billion of future development, is a true differentiator for Highwoods and will drive value creation over the long term. We are thrilled to have acquired the remaining 77 acres of development land at Ovation in the Cool Springs district of Franklin, Tennessee, one of Nashville's BBDs, for a total purchase price of $57.8 million. We will partner with the City of Franklin to reimagine Ovation as one of the premier mixed-use addresses in the country and anticipate working with high-quality retail, multi-family and hotel developers to realize the tremendous potential of this live-work-play property, while retaining full control of the development -- office development sites. We delivered the $285 million Asurion project on budget and ahead of schedule; we acquired a $683 million portfolio of office properties with attractive long-term returns; since announcing the acquisition, we have sold $163 million of noncore properties at attractive valuations; we raised our quarterly dividend over 4%; we increased the midpoint of our FFO outlook $0.165 per share since the beginning of the year; and we did all this while maintaining a strong and flexible balance sheet with a debt-to-EBITDAre ratio of 5.6 times. While the economy bore the brunt of the delta variant's impact in the third quarter, we believe our positive results for the period are a product of the clear and consistent BBD strategy Highwoods has been focused on for a long time. Developing, operating and owning BBD-located and talent-centric workplaces has proved our portfolio's resiliency in the face of unprecedented times, provides a strong foundation for future growth. Customers are returning to the office, some sooner than others. But the common course we hear is that place matters and that while many see a more flexible workplace and perhaps more accurately, work week ahead, most of us have told us that they are the very best when they are together versus being remote. This sentiment is inherent in the healthy quarterly leasing volume and metrics our team posted. This is also consistent with our markets being highlighted in the most recent addition of ULI and PwC's emerging trends in real estate and where we have a significant best-in-class workplace options across 11.8 million square feet in the BBDs of Nashville and Raleigh, which ranked number 1 and number 2, respectively, and where 44% of our third quarter NOI was generated. The great migration continues to accelerate as talented companies and individuals migrate to the SunBelt where cities and states are open for business, housing is affordable and commute times and modes, more manageable. At 90.4%, occupancy increased 90 basis points from last quarter and we foresee occupancy holding steady for the balance of the year. Tour and RFP activity is getting back to pre-pandemic levels as many organizations that delayed decision-making of any scope or scale since the spring of 2020 are now ready to discuss their long-term office plans. With 140 new customers signing on to join the portfolio so far this year, led by engineering and healthcare/life science customers, we're enthusiastic about where their plans may take them with many new to the market and with plans for growth. Now, to our markets, which are increasingly being discovered by individuals, organizations and investors based on the prevalence of out-of-state license plates at the grocery store and the unending stream of housing sales above listings, sometimes sight unseen. There continue to be more data points supporting our markets' open-for-business and let's-get-back-to-work mentality, such as JLL noting Atlanta, Charlotte and Nashville pushed above 2019 leasing levels and the Atlanta market posting a positive net absorption of 478,000 square feet for the quarter. In Raleigh, we signed 135,000 square feet of leases for the quarter and activity there is off to a quick start in the fourth quarter. Market vacancy decreased slightly year-over-year and market rents are up nearly 4%. We expect Raleigh to be at or near the top of many lists for years to come with several additional new job announcements this quarter, including three new headquarter relocations, adding to the strong list of relocations from the first half of 2021. In Nashville, we signed 76,000 square feet of second generation leases and achieved quarter-end occupancy of 95.3%. Our development team completed the new 553,000 square foot Asurion headquarters anchoring our Gulch Central mixed-use development that stretches the better part of three city blocks and is adjacent to Nashville's Amazon HQ2. In addition, we had a strong leasing quarter in our development pipeline. We signed 83,000 square feet of first generation leases at Virginia Springs II and Midtown West bringing the leased rate up from 59% from 24% last quarter. We continue to see strong interest in both projects and are tracking well toward their projected stabilizations in the latter half of 2022. As Ted mentioned, we have a sizable land bank that can support over $2 billion of future development. Having completed nearly $1 billion of successful development since 2016, we're confident development will continue to drive future growth and value creation. To this end, we're extremely excited about our purchase of the remaining acreage at Ovation in Nashville's suburban Williamson County, listed by Kiplinger as the tenth most affluent in the nation. These 145 acres, already home to Mars PetCare's U.S. headquarters that we developed in 2019, represent one of the premier mixed-use opportunities in the nation and is where we can build an additional 1.2 million square feet of Class A office amid significant densities of complementary residential, retail and hotel uses. In conclusion, we're fortunate to be weathering the storm well. With our high-quality portfolio and our unmatched all-under-one-roof-team to develop, lease, operate and maintain it, we are supporting our customers' ability to achieve together what they cannot apart. Because of this, our customers are growing more than they're not. They're investing in new space and they see their workplaces as competitive currency to retain and recruit the very best talent available. Our development team has delivered the very best examples of our work-placemaking and is busy reloading the pipeline for the next generation of commute-worthy buildings. Our exceptional people and portfolio have produced results we're proud of this quarter and throughout the pandemic. It truly is a team effort and each and every member of the Highwoods family plays a meaningful role in our success. In the third quarter, we delivered net income of $72.1 million or $0.69 per share, and FFO of $102.8 million or $0.96 per share, an increase from $0.93 in the second quarter. As Ted mentioned, we closed on the acquisition from PAC in late July, delivered the $285 million Asurion development in September and sold $120 million of noncore assets at the end of the quarter. While there were a lot of moving parts from investment activity in the quarter, there weren't a lot of unusual operational items that impacted our financial results. Turning to the balance sheet, our leverage obviously ticked up temporarily due to this quarter's acquisition. However, we are very pleased that our debt-to-EBITDAre was 5.6 times in the third quarter, less than half-a-turn increase at 5.2 times in the prior quarter. We are making solid progress on our noncore disposition plan, having sold $163 million of the planned $500 million to $600 million, and are on track to return our balance sheet to pre-acquisition metrics by mid-2022. Further, we have ample liquidity with $615 million currently available on our revolving credit facility, limited debt maturities until late 2022 and expected disposition proceeds over the next several quarters. During the quarter, we issued a modest amount of shares on the ATM at an average price of $45.81 per share for net proceeds of $6.8 million, consistent with the ATM activity in the second quarter. ATM issuances remain one of the many arrows in our quiver and we continue to believe are an efficient and measured way to fund incremental investments, particularly our development pipeline on a leverage-neutral basis. As Ted mentioned, we increased the low end of our development announcement outlook to $100 million, signifying our growing confidence in future development starts. The modest ATM issuance so far in 2021 gives us a head start on funding these future investments. Regarding our expectations for the rest of the year, we've updated our 2021 FFO outlook to $3.73 to $3.76 per share, with the mid-point up $0.07 since July and up $0.165 from our original 2021 outlook provided in February. Rolling forward from our prior outlook in July, the rationale for the increase was: $0.01 higher per share impact from the combination of the acquisition and corresponding noncore dispositions; $0.01 to $0.02 higher per share impact due to earlier-than-expected delivery of the Asurion build-to-suit; and $0.04 to $0.05 higher per share impact from core operations due to our robust third quarter results and the outlook for the remainder of the year. Compared to our original FFO outlook provided in February, here are the major moving parts: $0.05 to $0.07 higher per share impact from acquisition and disposition activity on a net basis; $0.03 to $0.05 from the early delivery of Asurion and faster-than-expected lease-up of the remainder of the development pipeline; approximately $0.02 from rising parking revenues, particularly transient parking; and $0.04 to $0.05 from better-than-expected core operations. In addition to our improved 2021 FFO outlook, we also increased our same-property cash NOI growth outlook to a range of 6% to 7%, up more than 150 basis points at the midpoint from our July outlook. Since the onset of the pandemic, we've regularly commented on parking revenues and operating expenses given the reduced utilization rates. We're still tracking below normal on both Opex and parking revenues, but recently we've seen a notable increase in transient parking revenue. The trajectory of Opex and parking revenues continues to be challenging to forecast. But with that said, we do expect an increase in both line items in the fourth quarter compared to our quarterly averages so far in 2021. In addition to our solid FFO, our cash flows continue to strengthen. Since 2016, we've sold nearly $1.8 billion of noncore properties, we've acquired $1.3 billion of high-quality assets in the BBDs of our Sun Belt markets and delivered $940 million of development. We are very proud to have consistently grown our FFO per share while simultaneously making meaningful improvements to the quality of our portfolio. The strengthening of our cash flows since 2016 is evidenced by a 22% increase in average in-place cash rents, an 18% increase in our dividend, and a steadily declining payout ratio over that same time frame. Our strengthening cash flows and continuous portfolio improvement combined with a land bank that can support $2 billion of future development and our proven track record as a developer makes us confident about our long-term outlook. Finally, this is my 28th and last quarterly earnings call at Highwoods. I really appreciate all your interest in Highwoods and the great questions over the years. As you know, Brendan is well qualified for the CFO role and will do a great job helping to continue Highwoods' strong track record of success. ","highwoods properties inc - qtrly ffo per share $0.96. qtrly ffo per share $0.96. updates 2021 ffo outlook to $3.73 to $3.76 per share from $3.62 to $3.73 per share. " "We undertake no obligation to publicly update or revise these statements. We certainly appreciate you all joining us today, and I hope everybody is staying well. I want to start with something difficult. I want to start by extending my most heartfelt condolences to the Sorenson family and the thousands of Marriott associates around the world following the heartbreaking news of Arne's passing. To say I'm deeply saddened by that loss, it would be an understatement. As many of you know, had the opportunity to work with Arne in a number of capacities throughout my career, including earlier on at Host. I think it's very fair to say he was an exceptional leader, but also an incredible person and a great friend. Our industry is better because of him, and I am a better professional and a better person because of him. On behalf of everyone at Hilton family, the entire Marriott family are in our thoughts. As we all know, this past year has presented unique challenges, including a pandemic that devastated lives, communities, and businesses across the world, widespread economic declines and acts of social injustice. Due to the extraordinary levels of disruption, our industry experienced demand declines we've never seen before in our 101-year history. Guided by our founding purpose, to make the world a better place through the light and warmth of hospitality, we acted quickly to ensure the safety and well-being of our people. We also took steps to protect our business by rightsizing our cost structure and enhancing our liquidity position while continuing to drive net unit growth and increase our network effect. As a result of these moves, we expect to recover from the pandemic as a stronger, higher-margin business that is even better positioned to deliver performance for our owners and strong free cash flow for our shareholders. While it's certainly been a very difficult year, we're proud of everything we've accomplished, but we certainly could not have done it without the support of all of our stakeholders. Because of our amazing people, we've been able to lean on our award-winning culture, which earned the number one Best Place to Work in the United States for the second consecutive year and the number three World's Best Workplace to help get us through these trying times. For the full year, systemwide RevPAR declined 57% with adjusted EBITDA down only modestly, more illustrating the resiliency of our fee-based model. We also demonstrated the strength of our brands and power of our customer-centric strategy by achieving market share gains across every region, even in a distressed business environment. For the quarter, systemwide RevPAR declined 59%, relatively in line with our expectations. The positive momentum in demand that we saw through the summer and early fall was disrupted in November, December by rising COVID cases, tightening travel restrictions and further hotel suspensions, particularly in Europe. Similar to the third quarter, drive to leisure travel drove an outsized portion of demand. Business transient and group trends showed modest sequential improvement versus the prior quarter, but overall demand remained quite muted. As we look to the year ahead, we remain optimistic that accelerating vaccine distribution will lead to easing government restrictions and unlock pent-up travel demand. For the first quarter, overall trends so far appear to be similar to the fourth quarter with modest increases in demand in the U.S., offsetting stalled recoveries in Europe and Asia Pacific. We expect improving fundamentals heading into spring with essentially all systemwide rooms reopened by the end of the second quarter. We expect a more pronounced recovery in the back half of the year driven by increased leisure demand and meaningful rebounds in corporate transient and group business. Over the last year, the personal savings rate in the United States has nearly doubled, increasing by more than $1.6 trillion to $2.9 trillion, with the potential to go even higher given additional stimulus. We expect this to drive greater leisure demand as travel restrictions ease and markets reopened the tourism. Additionally, conversations with our large corporate customers along with sequential upticks in business transient booking pace year-to-date indicate that there is pent-up demand for business travel that should drive a recovery in corporate transient trends as the year progresses. On the group side, we saw a meaningful step-up in new group demand in January with our back half group position showing significant sequential improvement versus the first half of the year. With roughly 70% of bookings made within a week of travel, overall visibility remains limited. However, we continue to see signs of optimism. In fact, the vast majority of our large corporate accounts agreed to extend 2020 negotiated rates into this year. Despite the challenges in 2020, we opened more than 400 hotels, totaling nearly 56,000 rooms and achieved net unit growth of 5.1%, slightly ahead of guidance. Fourth quarter openings were up nearly 30% year-over-year, largely driven by new development in China, where our focused-service brands continue to command a disproportionate share of industry growth. We also celebrated our 1,000,000th room milestone and the openings of our 300th hotel in China, our 600th DoubleTree hotel and our 900th Hilton Garden Inn. We ended up the year with 397,000 rooms in our development pipeline, up 3% year-over-year. While market disruption weighed on new development signings, conversion signings increased more than 30% versus the prior year. As owners look to benefit from the strength of our network, we anticipate continued positive momentum and conversion activity, particularly through DoubleTree and our collection brands. During the quarter, we signed agreements to expand our Curio Collection in Mexico and bring our Tapestry Collection to Portugal. This marks one of several new Tapestry hotels scheduled to open across Europe this year. We also announced plans to debut LXR in the Seychelles with Mango House Seychelles. The property will deliver a truly unique hospitality experience with spaces, guest rooms and suites and five world-class food and beverage venues. Scheduled to open in the coming months, the hotel underscores our commitment to further expanding our resort portfolio. Building on that momentum, we kicked off 2021 with an agreement to bring LXR to Bali. Additionally, we celebrated the openings of Oceana Santa Monica, which marked LXR's U.S. debut as well as the Waldorf Astoria, Monarch Beach Resort and the Hilton Vancouver Downtown, which was converted from a competitor brand. With these notable openings and many exciting development opportunities in front of us, we are confident in our ability to continue delivering solid growth over the next several years. The pandemic rapidly changed guest behaviors, priorities and concerns. We listen to our customers and move quickly to launch modifications to our Honors loyalty program, deliver industry-leading standards of cleanliness and hygiene with Hilton CleanStay and provide flexible, distraction-free environments for remote work with WorkSpaces by Hilton. Additionally, with an even stronger focus on recovery, last month, we implemented Hilton EventReady Hybrid Solutions, an expanded set of resources to help event planners address the dramatic shift toward hybrid meetings as group business rebounds. Our flexibility and innovation drove continued growth in our Honors network, ending the year with more than 112 million members who accounted for approximately 60% of systemwide occupancy. Throughout 2020, we also remained focused on our corporate responsibility and our commitment to our ESG initiatives. We're proud to contribute to our communities, and we're honored to be named the global industry leader in the Dow Jones Sustainability Index for the second year in a row. And earmarked by challenge and change, we effectively executed our crisis response strategy, carefully managed key stakeholder relationships and continued to press forward on strategic opportunities. I'm confident that there are brighter days ahead and that we are in a stronger, more resilient, and we are better positioned than ever before. Before I begin, I'd like to echo Chris' sentiments about Arne. During the quarter, systemwide RevPAR declined 59.2% versus the prior year on a comparable and currency-neutral basis as the pandemic continued to disrupt the demand environment. Relative to the third quarter, occupancy was modestly lower, partially due to seasonality and further tempered by rising COVID cases and associated travel restrictions. Adjusted EBITDA was $204 million in the fourth quarter, down 65% year-over-year. Results reflected the continued impact of the pandemic on global travel demand, including temporary suspensions at some of our hotels during the quarter. Management and franchise fees decreased 50%, less than RevPAR decreased as franchise fee declines were somewhat mitigated by better-than-expected Honors license fees and development fees. Overall, revenue declines were mitigated by continued cost control at both the corporate and property levels. For the full year, our corporate G&A expenses were down nearly 30% year-over-year at the high end of our expectations. Our ownership portfolio posted a loss for the quarter due to the challenging demand environment, temporary closures in Europe and fixed operating costs, including fixed rent payments at some of our leased properties. Continued cost control measures, coupled with onetime items mitigated segment losses. For the fourth -- for the quarter, diluted loss per share adjusted for special items was $0.10. Turning to our balance sheet. We continue to enhance our liquidity position and preserve our financial flexibility. Over the last few months, we opportunistically refinanced $3.4 billion of senior notes to extend our maturities at lower rates. In January, we also repaid $250 million of the outstanding balance under our $1.75 billion revolving credit facility. On a pro forma basis, taking these transactions into effect as of year-end 2020, we've lowered our weighted average cost of debt to 3.6% and extended our weighted average maturity to 7.2 years. We have no major debt maturities until 2024 and maintain a well-staggered maturity ladder thereafter. We would now like to open the line for any questions you may have. [Operator Instructions] Chad, can we have our first question, please? ","q4 adjusted loss per share $0.10. hilton worldwide - system-wide comparable revpar decreased 59.2 percent and 56.7 percent on a currency neutral basis for q4 and fy, respectively. hilton worldwide - in q4, there was both occupancy and revpar improvement in americas (excluding u.s.), middle east and africa and asia pacific regions. " "I'm Anvita Patil, Hecla's assistant treasurer. With that, I will pass the call to Phil. We're going to start with Slide 4, where you'll see there's four key messages that we're trying to communicate. First, silver as fundamental to the transition to the lower carbon energy, with solar power being a key renewable to make it happen. Silver demand for the use -- to be used for it, energy, has increased and is continuing to increase. The United States Energy Information Agency projects that silver demand for solar will be half a billion ounces annually. Realize the current silver market is only a little more than a billion ounces, so that's a huge increase in the demand for silver for energy use. Second message, for the transition to solar power to happen, you really have to have a reliable supply chain. And so to do that, you need silver mined in reliable countries. And most silver is mined in China, Peru, and Mexico. Hecla has the United States largest reserve of any mining company and produces more than 40% of all the silver mined here. We are the most reliable silver producer. Our third message is that on the ESG front, Hecla stands out with the safety record of our employees that is 40% below the national average, and we are also net neutral on greenhouse gas emissions for Scope 1 and 2 because we have among the smallest emissions in our industry. And that small amount allows us to use offset credits set at very, very low cost to get net neutral. And then the final message, and really what we'll spend the bulk of this conference call on is what a great year Hecla had operationally as well as financially. Aside from our safety and environmental performance, our most significant achievement, though, was the implementation of the new underhand closed bench or the UCB mining method at the Lucky Friday. Now we mined 86% of our tons last year with the UCB method, but we we didn't speak about this until almost the end of the year because we wanted to make sure we understood how the cycle worked, confirmed how it would improve our seismicity management, determine how we manage dilution, and consider the impacts on the workforce. We wanted to put ourselves in a place where we are now, which is where we're focusing on optimizing the method, not whether the method works or not. And it clearly works with the UCB method contributing to the 75% increase in the lucky Friday silver production over 2020. And 2022's silver production is expected to be 20% increase over 2021, and we'll have even more growth in '23 as the mine becomes a consistent 5 million ounce producer. Now, the Lucky Friday has been around for 80 years, but this new mining method fundamentally changes this long standing mine. Well, if you look at the history of the mine, Lucky Friday has never had sustained production about 2.5 million ounces. So with the higher grade that we get as we go deeper and this new mining method, that production doubles and the costs stay relatively flat. And so what happens is the lucky Friday generates two or three times or more free cash flow than what we've done in the past. And so it's because of the innovation of this new mining method and our determination to make the mines safer to mine it better, that the lucky Friday provides this growth exposure to silver without the risk of large capital investment. And in this inflationary time, having growth with low capital is very unusual and you have so much less risk to get that growth. Now, Lauren is going to talk about the method more in detail, and I also encourage you to consider our technical report that was filed as an exhibit to the 10-K that describes the method and gives a lot of visibility into the Lucky Friday's strong economics. Now adding a strong Lucky Friday in 2021 led to a record financial year with revenues of $807 million and adjusted EBITDA of $279 million. Cash flow from operations was $221 million and free cash flow was $111 million, and those were the second highest in our history. This and last year's performance has allowed Hecla to generate in excess of $200 million in free cash flow over the past two years and further enhance our common stock dividend policy by lowering the realized silver price threshold to $20 per ounce. So as a result of this, about 20% of our free cash flow went to shareholders last year. We spent a little less than $50 million as drilling -- we were able to resume our drilling and our operations in sites after the slowdown that we had in 2020 due to COVID-19. So as a result of that, our silver reserves increased 6% over last year, and they're now the second highest in our history at 200 million ounces, with Greens Creek's reserves at 125 million ounces. And it's -- that's its highest since 2002, and it's an increase of about 12% over 2020. The chart on the left shows not only that we replaced mining depletion, but also converted 26 million ounces of resource to reserves. Now, our gold reserves at the end of 2021 were 2.7 million ounces. The second highest in our history, and that's shown in the graph on the right. Our companywide measured and indicated resources declined largely due to reserve conversions. However, we did increase our silver inferred resources by 8% to 490 million ounces, with increases at Greens Creek, Lucky Friday, and San Sebastian. And we expect to continue to see increases in reserves and resources that should allow us to maintain our reserve lives of the 14-plus years that we have. I mentioned the technical report on the Lucky Friday. We also filed reports for Greens Creek and Casa Berardi to give support for the reserves. And in those reports, there's an economic analysis that's in Section 19 that shows very strong economics of the reserves. And what it does is it assumes that the inferred resources that we mine, which is about 5% to 15% of what we typically mine at those two mines, that that was waste. And so what we've also done is we've included in Section 21 the summarized information, the supplemental information that gives our long-term plans that includes this inferred materials at their expected grade. Liven our long history of the two mines, we have a pretty good idea of what the mine will look like when you include the inferred material so that gives you a sense of what that looks like. And so I'd encourage you to look at Section 21 as Section 19. With that, I'd like to pass coal over to Russell. Turning to Slide 7, as Phil noted earlier, we generated record revenue of more than $800 million, of which silver contributed 34% while gold contributed 42%. Each of our operations contributed significantly to our revenue, led by Greens Creek at about 50%, Casa Berardi at 30%, and Lucky Friday at 16%. With the projected production growth at Lucky Friday, we anticipate its contribution to grow. Record revenues, coupled with high margins, generated record adjusted EBITDA for the year of $279 million, resulting in our leverage ratio being 1.1 times, which is significantly below our target of two times. Our cash flow from operations at $221 million and free cash flow of $111 million were the second highest. As a result of our consistent and strong operational performance, our balance sheet has continued to strengthen as we entered the year with $210 million in cash and excess of $440 million of liquidity. Turning to Slide 8, there's been a lot of discussion in the industry regarding inflationary pressures, both in the operating costs of companies as well as capital costs. At Hecla, we are facing inflationary pressures, too. However, we anticipate those factors to be muted relative to the rest of the industry for a few reasons. First, for the most part, we operate high grade, high value but low tonnage underground mines. And since we don't move a lot of rock, our production comes from processing less tons than others within the industry. Therefore, making our mines less susceptible to some cost pressures. Second, we are less exposed to increasing costs of energy as the majority of the power at our sites come from local utilities based on renewable energy sources. And third, we don't have any large capital expenditures to speak of. As you look on Slide 8, we don't have any planned large capital expenditures as our capital ranges from a low of $91 million in 2020 to what we anticipate spending in 2022 of $135 million. In 2021, our total capital and production costs were approximately $480 million, split approximately $370 million as production cost and $109 million for capital. Our 2022 total expected spend on production costs is about 6% higher than 2021. And while our guided capital spend for 2022 is slightly higher than 2021, it is primarily due to our investment at the Lucky Friday. A 5% inflation factor would add less than $7 million to the total capital spend. Turning to Slide 9, what record revenue generation, strong margins, and consistent capital spend add up to as a strong free cash flow at all our operating mines. You can see all our minds generate positive free cash flow, and companywide, we generated more than 110 million in free cash flow during 2021, which was the second highest in the company's history. With this strong and consistent free cash flow generation, we've seen an increase to our cash balance of 60% over 2020 and more than three times that of 2019. With that, I'll pass the call to Lauren to go through operations. I will start on Slide 11. Greens Creek had another strong year as the mine produced 9.2 million ounces at an all-in sustaining costs of $3.19 per ounce, which was below our lower end of guidance at $3.25 per silver ounce. The cost beat was due to higher byproduct credits and more favorable treatment charges than originally estimated. The 2021 realized silver margin at the mine was approximately $22 per ounce, an increase of 75% over 2020. These high silver margins drive the solid free cash flow generation at the mine. In 2021, Greens Creek generated $185 million in free cash flow and over the past three years has generated more than $445 million in free cash flow. In addition to the strong operational and financial performance, we increase reserves by 12%, and at 125 million ounces, the reserves are the second highest since 2002. This high grade, high margin mine is among the best in the world. Silver production guidance for 2022 is 8.6 million to 8.9 million ounces as we will be mining lower grades for the production sequence. Silver cash costs are expected to be in the range of seventy $0.75 to $2.50 per ounce while the silver all-in sustaining cost guidance is $6.50 to $8.50 per ounce. Moving to Slide 12. Introduction of the UCB mining method and anticipated higher grades depth have positioned the Lucky Friday for a strong decade ahead. We are very excited about the UCB mining method, which is showing significant improvements in managing seismicity and improving productivity. Lucky Friday has 75 million ounces in silver reserves, which translates to a reserve mine life plan of 17 years. The Lucky Friday mine produced 3.6 million ounces of silver in 2021 with almost one million ounces produced in the fourth quarter. In 2021, production was a 75% increase over 2020. All-in sustaining costs for the year were $14.34 per ounce in line with our guidance. The mine generated $32.7 million in free cash flow for the year with 86% of the tons mined using the UCB method. The mine is expected to produce 4.3 million to 4.6 million ounces of silver in 2022 and cash costs of $0.75 to $2 per ounce, and all-in sustaining costs of $7.25 to $9.25 per ounce. Production in 2022 is planned to be almost 20% greater than 2021 while the all in sustaining cost per ounce is expected to decline by more than 30% due to higher production and byproduct credits. Turning to Slides 13 and 14, the UCB mining method is a new productive mining method developed by Hecla in an effort to proactively control fault slip seismicity in deep, high stress narrow-vein mining. The method uses bench drilling and blasting methods to fragment significant vertical and lateral extensive vein beneath a top cut, taking a long strike of the vein and under engineered backfill. The method is accomplished without the use of drop raises or lower mucking drives, which may result in local stress concentrations and increased exposure to seismic events. Large blasts using up to 3,500 pounds of a pumped emulsion and programable electronic detonators fragment up to 350 feet of strike length to a depth of approximately 30 feet. These large blast proactively induce fault slip seismicity at the mine at the time of the blast and shortly after it. This blasted corridor is then mined underhand for two cuts. As these cuts are mined, little to no blasting is done to advance them. Dilution is controlled by supporting the hanging wall and foot wall as the mining progresses through the blasted ore. The entire cycle repeats and stoping advances down dip, under fill, and in the de-stress zone. The method allows for greater control of fault slip seismic events, significantly improving safety. In conjunction, a notable productivity increase has been achieved by reducing seismic delays and utilizing bulk mining techniques. Moving to Slide 15, the Casa Berardi mine achieved record throughput as the mill achieved 4,187 tons per day in 2021. Our investments in mill optimization continued to deliver results in 2021 with mill recoveries increasing four percentage points in conjunction with the increase in throughput. For the year, the mine produced 134.5 thousand ounces of gold at cash costs of $1,125 per ounce and all-in sustaining costs of $1,399 per ounce while generating free cash flow of $13.7 million. From 2019 to 2021, the mine has generated more than $100 million in free cash flow. While our investments in optimizing production have yielded results, we are seeing increased costs is due to the greater volumes mined and processed, contractor costs and higher underground maintenance costs. For 2022, our production guidance for the mine is 125,000 to 132,000 ounces at cash costs of $1,175 to $1,325 per ounce and all-in sustaining costs of $1,450 to $1,600 per ounce. Of note is a 16% increase in reserves at the mine to 1.8 million ounces, mainly attributable to additions at the 160 pit. With these reserves, Casa Berardi has a reserve mine plan of 14 years. Slide 17 shows our consolidated production guidance, so it takes all of the production guidance that Lauren's given you on a mine by mine basis and aggregates it. And then we also give you guidance with -- for '23 and '24. And as we look at our business for the next few years, we anticipate seeing growth in the production of silver due to the high grade material we'll be mining at the Lucky Friday coupled with the productivity gains due to the UCB method. With these improvements, we anticipate seeing margins and free cash flow generation at Lucky Friday continue to expand, and we expect that the mine will move to be in the best third of the cost curve of primary silver mines. Casa Berardi will hold its position as a top tier silver asset, continuing to deliver the significant margins and free cash flow. Just a comment on the guidance relative to the guidance that we gave a year ago, realize that with higher zinc prices, we're able to mine -- and remember, Hecla is the third largest zinc producer in the United States. So as a result, we're able to mine lower grade silver and actually generate the same or maybe even better cash flow. So that's why you see a little bit of a reduction in the production from a year ago to this year. On the gold side, we anticipate production of -- over the next few years to grow slightly with our gold production coming from Casa and Greens Creek. So we're going to remain a very low cost silver producer with our all-in sustaining cost guidance being $9.75 to $11.75. On gold, we're guiding to a sic of $14.50 to $1,600 per ounce and we're going to continue to work to improve the operations at Casa and deal with the inflationary pressure that we see in the Abitibi. Looking to capital, we anticipate spending approximately $135 million, as Russell mentioned, which is slightly higher than previous years. Remember that this change is driven mainly from new equipment increasing the number of stokes at the Lucky Friday. And so just a slight increase as a result of that. Cost and capital assumptions include costs associated with managing COVID and assume 5% inflation. We also anticipate spending 45 million for exploration and pre-development of that. A quarter of that will be spent at Greens Creek and Casa. In addition to extending reserves and resources, both properties have programs identifying testing new targets. The Nevada program, which is about a third of the program, is going to focus on the two miles of the East Graben Corridor at Midas, where we've had some very high grade intersections. And we're going to complete the pre-development drift and exploration drilling at Hollister's Hatter Graben. At San Sebastian, we're testing for deeper mineralization near the mine infrastructure to try to expand the huge zone type mineralization, as well as mining more for just silver and gold in an area called La Roca. Our programs for Republic and the [Inaudible] districts that have been on hold for a number of years will also have some drilling this year. I want to take a moment to speak about the reset that we are taking in our Montana assets. We withdrew the previous owner's plan of operations on both properties since it was based on their view of what the mines would be, but they really didn't have the data to formulate what we need to do for a modern, innovative mine plan. So we're submitting a new plan of operation limited to geologic and environmental activities for just the Montanore site so we can develop our own plans. At this point, Rock Creek will only have care and maintenance activities with our mineral and property rights intact. that host more than 300 million ounces of silver and 3 billion pounds of copper. Given the growing importance of these two metals, we believe that this sort of one step back to allow two-step forwards approach will allow production to begin as early as next year and next decade. So that has not changed our view that early in the next decade, we should be able to be in production there. Before I open the line to questions, I want to take just a moment to remember my friend and predecessor, CEO R. Brown, who passed away recently. Artworks for Hecla for almost 40 years, and he was the CEO for Hecla for almost half of that. The UCB method is only the most recent example of Hecla's culture of innovation. Our art had Hecla on the cutting edge of a number of new technologies. Many that are standard in many operations around the world like pace backfill and the circular shaft that we had at the Lucky Friday. His legacy is continuing innovation not only at the Lucky Friday, but the automation advances that we've had at Greens Creek and Casa Berardi. Hecla would not be the company that we are today without him. And so please keep his family in your in your thoughts. With that operator, I would like to open the call to questions. ","sees 2022 capital expenditures of $135 million. " "Andy Simanek, head of investor relations for Hewlett Packard Enterprise. Also, for financial information that has been expressed on a non-GAAP basis, we have provided reconciliations to the comparable GAAP information on our website. Throughout this conference call, all revenue growth rates, unless noted otherwise, are presented on a year-over-year basis and adjusted to exclude the impact of currency. I am amazed by the resilience of our customers, partners, and team members. And I'm incredibly proud of the way Hewlett Packard Enterprise continues to serve the needs of our global communities during such an unusual and evolving circumstances. We delivered a very impressive third quarter at HPE with strong orders growth, expanded margins, and record free cash flow. Overall, I am pleased to see how our differentiated portfolio is resonating with the market and our edge-to-cloud strategy is driving improved momentum across our businesses. Based on the strength of our Q3 performance and our confidence about our momentum in the market, we are again raising our fiscal year 2021 earnings per share and free cash flow outlook, and we are also resuming stock repurchases. Revenue in Q3 was $6.9 billion, in line with our outlook and normal sequential seasonality. Our Q3 orders were up strong double digits year over year, and our year-to-date order volume has increased 11%, showing the strength of our edge-to-cloud offerings. We significantly expanded our non-GAAP gross and operating margins, driving our year-to-date non-GAAP operating profit and earnings per share, up 28% and 27% year over year, respectively. We generated record year-to-date free cash flow of $1.5 billion, up $1.1 billion year over year, putting us well ahead of the original outlook we announced last October. I am particularly pleased that we were able to deliver these results while mitigating against industrywide supply constraints by taking proactive inventory measures working closely with our suppliers and deploy our best-in-class engineering capabilities to establish specific response plans. The impact of the pandemic continue to accelerate the shift we predicted years ago to an edge-centric, cloud-enabled, and data-driven world. Now more than ever, there is a greater need for secure connectivity, faster insights from data, and a cloud experience everywhere. We expect these trends to continue. Digital transformation is no longer a priority but a strategic imperative. To help our customers transform their businesses and be future-ready today, we have been focused on doubling down in key areas that are resonating strongly in the market. We had a record number of orders in both our intelligent edge business and high-performance compute and mission-critical solutions business. Due to strong demand and execution, these growth businesses now make up nearly 25% of our total company revenue. Our intelligent edge business accelerated its momentum again in Q3, with 23% year-over-year revenue growth, driven by a record number of new orders. Strong customer demand for secure connectivity has generated a backlog five times greater than at the close of Q3 last year, as customers increasingly look for solutions to collect, connect, analyze, and act on data at the edge. We are leaning into this demand and continue to invest and innovate at the edge. In June, we announced new AI ops, IoT, and security features for our Aruba Edge Services Platform, or ESP, designed to streamline network operations, maximize IT efficiency, and more easily extend the network from the edge to the cloud. Our Aruba ESP continues to gain traction with customers in different verticals. In the third quarter, customers including Save A Lot, Monument Health, and Circa Resort and Casino, all standardized their networks on Aruba ESP. In our high-performance compute and mission-critical solutions business, revenue was up 9% year over year, driven by a record number of new orders. We also generated a record order book, which now exceeds $2.5 billion. The exponential growth in data, along with AI and big data analytics, are all driving an increased need for high-performance computing and mission-critical capabilities in enterprises of all sizes. To meet this demand, we bolstered our artificial intelligence capabilities with the acquisition of Determined AI, a start-up that delivers a puzzle software stack that to train AI models faster at any scale using its open-source machine learning platform. We also continued to see an increasing number of customers accessing our high-performance computer solutions as-a-Service through HPE GreenLake. With our HPE GreenLake Cloud Services for HPC, customers gained powerful specialized computing and AI capabilities with a sustainable cloud experience. For example, in Q3, HPE was awarded a $2 billion contract to be realized over a 10-year period with the National Security Agency to deliver high-performance computing solutions through the HP GreenLake platform. The service will help the National Security Agency efficiently process data and unlock new insights in sustainable new ways. Our core businesses generated robust year-over-year orders growth, as well as strong profitability and free cash flow in the quarter. Year to date, compute and storage orders are up mid-single digits, with Q3 operating margins of 11.2% and 15.1%, respectively. We continue to offer more of our core capabilities as-a-Service. In Q3, we introduced unified compute operations as-a-Service through our HP GreenLake edge-to-cloud platform. This new cloud-based management service simplifies provisioning and automates the management of compute infrastructure wherever it resides. Our storage business is transforming into a cloud-native software-defined data services business through organic innovation and targeted acquisitions. In May, we introduced our new cloud data services available through HPE GreenLake, as well as a new HPE Alletra cloud-native data infrastructure. And just this week, we closed the acquisition of Zerto, an industry leader in cloud data management and protection, and run some way of data recovery services, which will be soon available as-a-Service through HPE GreenLake. This acquisition immediately positions HPE GreenLake in the high-growth data protection market with a proven scale solution. HPE was the first to market four years ago in delivering and as-a-Service cloud experience on-premises in a colocation or at the edge with HPE GreenLake. Today, our HPE GreenLake edge-to-cloud platform has more than 1,100 customers. Our annualized revenue run rate this quarter was $705 million, up 33% year over year, driven by strong as-a-Service orders growth, up 46% year over year. Organizations across sectors, including retail, healthcare, financial services, and public sector, are turning to HPE GreenLake. For instance, we helped Liberty Mutual shift from a traditional capex IT spend to a new pay-as-you-go model, creating a cloud experience on-premises to provide transparency into consumption while improving their speed in adapting to capacity demands. They standardized critical workloads on HPE Synergy delivered through HPE GreenLake, resulting in a reduced data center footprint and significant cost savings, including a monthly unit rate well below public cloud alternatives. We also see in the power of the full HPE edge-to-cloud portfolio as customers are turning to HPE for integrated solutions that combine secure connectivity, data insight capabilities, and cloud experiences. Woolworths Group Australia and New Zealand's largest retailer selected HPE GreenLake to power its new Wpay payment platform. They needed a solution that combines a powerful mission-critical architecture with the ability to scale and also provide a better cost efficiency back to Wpay and its merchant partners. Delivered through HPE GreenLake, their solution leverages our full edge-to-cloud portfolio, including HPE Aruba, HPE NonStop, HPE Primera, and HPE Synergy. HPE Pointnext Services also provided expertise to us over the company's digital transformation. I believe this is a great example of the power of our HPE edge-to-cloud portfolio. To extend our leadership position in cloud services and further accelerate our pivot as-a-Service, we are relentlessly innovating. We made several compelling announcements at HPE Discover in June. I am particularly excited about our new HPE GreenLake Lighthouse offering, a secure cloud-native stack built with HPE Ezmeral software to autonomously optimize different workloads across hybrid estate, reducing time to deployment and operating costs. We also introduced Project Aurora to secure the enterprise, embedded in our HPE GreenLake edge-to-cloud platform. Project Aurora automatically and continuously verifies and attests the integrity of the hardware, freeware operating systems, platforms and workloads, while also detecting advanced threats. And finally, demonstrating our continued commitment to acquiring assets that complement our own capabilities, we acquired data platform developer Ampool. Ampool will accelerate HPE Ezmeral analytics run time to deliver high-performance analytics for engineers and business analysts. I am proud of HPE's performance in Q3 and year to date and the significant progress we have made in becoming the edge-to-cloud company. The momentum we have in the market compels us to move even further and faster, and our ability to transform with increasing speed is imperative. This transformation is my No. At this pivotal moment, our purpose to advance the way people in the work has never been more important. Our vision to become the edge-to-cloud company is proving its tremendous relevance and our portfolio is winning in the marketplace. Fueled by our purpose, vision, and portfolio, we have the opportunity to build a more digitally enabled inclusive world. We have a mandate to imagine new digital transformation strategies that support our own ESG goals and those of our customers, leading to better business outcomes and societal impact. We will never waver from our commitment to being a force for good and a strategic partner for our customers. We will continue to bring bold new innovation to our customers, and we will continue to create value for our shareholders. And I'm grateful for the incredible team, and I'm confident in and excited about the future. I hope you will join us for our virtual Security Analyst Meeting on October 28 to hear more about our position in the market, our priorities, and our outlook for the year ahead. I'll start with a summary of our financial results for the third quarter of fiscal year 2021. Antonio discussed the key highlights on Slides 1 and 2. So, now let me discuss our Q3 performance, starting with Slide 3. I'm pleased to report that we are experiencing very strong demand across all of our businesses. Q3 was marked by accelerating order growth, strong gross and operating margin expansion, and robust cash flow generation. Building on the strength from the last quarter, we delivered Q3 revenues of $6.9 billion, up 3% from the prior quarter and in line with normal sequential seasonality, also in line with our outlook that factored in some of the expected supply chain constraints we flagged. We're working to ensure disruption is minimal by taking proactive measures and coordinating with our world-class suppliers to establish tailored recovery plans. I am particularly proud of our non-GAAP gross margin that hit another record level of 34.7%, up 40 basis points sequentially and up 420 basis points from the prior-year period. This is driven by our deliberate actions to shift toward higher-margin software-rich offerings, strong pricing discipline, and cost takeout. As previously indicated, we continue to invest in high-growth, margin-rich areas of our portfolio, both in R&D and go-to-market, particularly in Aruba Software and as-a-Service, which increased our non-GAAP operating expenses in the quarter. We also booked two one-time charging totally $28 million for a legal settlement and bad debt associated with likely fraud involving a channel partner in APJ. Even with these investments and one-time charges, our non-GAAP operating margin was 9.8%, up 190 basis points from the prior year, which translates to a 25% year-over-year increase in operating profit. We continue to be focused on driving further efficiencies in the business. Within other income and expense, we benefited from stronger operational performance in H3C and strong gains related to increased valuations in our Pathfinder venture portfolio. As a result, we now expect other income and expense for fiscal year '21 to be an income of approximately $50 million. With strong execution across the business and despite two unanticipated one-time charges, we ended the quarter with non-GAAP earnings per share of $0.47, up 31% from the prior year and above the higher end of our outlook range for Q3. Q3 cash flow from operations was $1.1 billion, and free cash flow was $526 million. This puts us at a record $1.5 billion of year-to-date free cash flow, up $1.1 billion from the prior year, driven primarily by an increase in operating profit. Finally, the strength of our business has positioned us to contribute substantial capital to our shareholders. We paid $157 million of dividends in the quarter and are declaring a Q4 dividend today of $0.12 per share payable in October. We are also announcing today the resumption of share buybacks as a result of greater free cash flow generation and visibility. I'll come back to capital allocation more broadly when we discuss the outlook. Now, let's turn to our segment highlights on Slide 4. Our growth businesses, which now represent nearly 25% of our total company revenue, are executing strongly and experiencing record order levels. In the Intelligent Edge, we accelerated our top-line momentum with record levels of orders and 23% year-over-year revenue growth. Switching was up over 20% year over year, whereas wireless LAN experienced more acute supply constraints and was up mid-single digits. Additionally, the Edge-as-a-Service offerings were up triple digits year over year, which reflects enabling software platforms, as well as Network-as-a-Service. We also continue to see strong operating margins at 15.8% in Q3, up 540 basis points year over year, which included a $17 million one-time legal settlement that impacted margins by 2 points. Silver Peak continues to perform strongly and contributed 7 points to the Intelligent Edge growth. In addition, we started generating meaningful revenue synergies by cross-selling the Aruba portfolio, which reinforces the merits of the Silver Peak deal. In HPC and MCS, demand strengthened even further with a record order level. Revenue grew 9% year over year as we continue to achieve more customer acceptance milestones and deliver on more than $2.5 billion of awarded contracts, including the contract that Antonio mentioned with the NSA worth $2 billion over 10 years. We remain on track to deliver on our full-year and three-year revenue growth CAGR target of 8% to 12%. In compute, revenue grew 4% quarter over quarter, reflecting normal sequential seasonality despite previously anticipated supply chain tightness. Operating margins of 11.2%, were up 190 basis points from the prior year, due to disciplined pricing and the rightsizing of the cost structure in this segment. Within Storage, revenue grew 1% year over year and 3% quarter over quarter, ahead of normal sequential seasonality, driven by strong growth in software-defined offerings. Nimble grew 10% year over year, with ongoing strong dHCI momentum, growing double digits year over year. All-Flash Arrays grew by over 30% year over year, led by Primera. The mix shift toward more software-rich platforms helped drive Storage operating margins to 15.1%, up 10 basis points year over year, offset by continued investments in our cloud data services. With respect to Pointnext operational services, including Nimble services, revenue grew for the third consecutive quarter year over year as reported with both order and revenue growth expected for fiscal year '21. Within HPE Financial services, revenue was flat year over year and sequentially. While our bad debt loss ratio did increase slightly to 94 basis points this quarter, it was entirely due to a one-time $11 million reserve charge related to the already mentioned likely fraud in APJ by a channel partner. Absent this one-off event, our bad debt loss ratio would have improved to just 61 basis points aligned to pre-pandemic levels. More importantly, we continue to see improved cash collections above pre-pandemic levels. Our operating margin was 11.1%, up 300 basis points from the prior year. And our return on equity at 18.3%, is well above the 15% plus target set at SAM. Slide 5 highlights the key metrics of our growing as-a-Service business. We have made significant progress since our Analyst Day last October by adding over 200 new enterprise GreenLake customers to over 1,100 today and increasing our TCV by over $1 billion to a current lifetime TCV of well over $5 billion. For Q3 specifically, our ARR was $705 million, which was up 33% year over year as reported, and total as-a-Service orders were up 46% year over year. It is also important to note that the mix of our ARR is becoming more and more software-rich as we build out our GreenLake Cloud Platform, which is improving our margin profile. We look forward to providing more disclosure around our software and services mix at our analyst day later this fall, which I believe reinforces the significant value add of GreenLake. Overall, based on strong customer demand and recent wins, I am very happy with how this business is executing and progressing toward achieving our ARR growth target of 30% to 40% CAGR from FY '20 to FY '23. Slide 6 highlights our revenue and earnings per share performance to date where you can clearly see the strong rebound from last year and sustained momentum for the last three quarters. The demand environment continues to strengthen. And with the operational execution of our cost optimization and resource allocation program, we have increased non-GAAP earnings per share in Q3 by 31% year over year. Turning to Slide 7. We delivered another record non-GAAP gross margin rate in Q3 of 34.7% of revenues, which was up 40 basis points sequentially and up 420 basis points from the prior year. This was driven by strong pricing discipline and a positive mix shift toward high-margin software-rich businesses like the intelligent edge and next-generation storage offerings. We have also benefited from our new segmentation we implemented beginning of fiscal year 2020, that gives us much better visibility into each business unit and enables the better resource allocation and discipline to drive operating leverage. Moving to Slide 8. You can also see we have expanded non-GAAP operating profit margin substantially from pandemic lows to 9.8%, which is up 190 basis points from the prior-year period. We are driving further productivity benefits and delivering the expected savings from our cost optimization plan, while simultaneously increasing our investment levels in R and D and field selling costs, which are critical to fuel our long-term innovation engine and revenue growth targets. As mentioned previously, Q3 operating expenses also included one-time charges not included in our guidance, totaling $28 million for a legal settlement and the likely forgery involving a partner. Excluding these one-off charges, our operating margin would have been 10.2%. Turning to Slide 9. We generated a record year-to-date levels of cash flow with $2.9 billion of cash flow from operations and $1.5 billion of free cash flow, which is up $1.1 billion year over year. This was primarily driven by increased operating profit. I would like also to underscore that this year, our free cash flow seasonality will be different than in prior years. We expect increased financial services volume that includes more than $150 million in Q4 financing for a very large deal that is predominantly GreenLake and will benefit our ARR margins for years to come. We also have further restructuring payments and growing working capital needs as we continue to buffer our inventory levels in the light of the disruption in the global IT supply chain. Now moving on to Slide 10, let me remind everyone about the strength of our diversified balance sheet. As of July 31, the operating company net cash balance turned positive due to our strong free cash flow. Furthermore, we made additional progress during the quarter, securitizing over $750 million of financial services-related debt through the ABS market. The refinancing of higher cost unsecured debt with ABS financing allows us to boost access to financing market at a cheaper cost of debt capital, as well as diversify and segregate our balance sheet between our operating company and our financial services business. Bottom line, our improved free cash flow outlook and cash position ensure we have ample liquidity to run our operations, continuing to invest in our business to drive growth and return capital to shareholders. Now turning to our outlook on Slide 11. I'm very pleased to announce that we are once again raising our full-year guidance to reflect the continued momentum in the demand environment and our strong execution. This will be the fourth guidance increase since SAM in October 2020. We now expect to deliver fiscal year '21 non-GAAP diluted net earnings per share between $1.88 and $1.96. With respect to supply chain, as indicated last quarter, industrywide tightening somewhat constrained our supply as expected. We continue to take proactive inventory measures where possible. And you can see our efforts in inventory balances that increased $1.3 billion year to date that also reflects the strengthening demand environment and a substantial order book we have across the business. We expect the challenged supply chain conditions to persist until at least the middle of calendar year 2022 and have factored these into our revenues, costs, and cash flow outlook. From a top-line perspective, although we remain prudent given the challenged supply chain environment, we are very pleased with the accelerating Q3 order momentum across all segments of the business. More specifically for Q4 '21, we expect revenue to be above our normal sequential seasonality from Q3 and are comfortable with current consensus levels. For Q4 '21, we expect GAAP diluted net earnings per share of $0.14 to $0.22 and non-GAAP diluted net earnings per share of $0.44 to $0.52. Additionally, given our record levels of free cash flow year to date and confidence in our raised outlook, I'm very pleased to announce that we are also raising fiscal year '21 free cash flow guidance to $1.5 billion to $1.7 billion, that is a $600 million increase at the midpoint from our original SAM guidance with the top end of this free cash flow guidance range at the peak levels attained in fiscal year '19. As you recall, at the end of the first half of fiscal year 2020, we suspended our share buybacks to preserve liquidity in the context of the global pandemic disruption. Although we continue to operate in a challenged supply environment, our order momentum and improved cash flow generation visibility give us confidence to reinstate our share repurchase program. We are targeting up to $250 million of share repurchases in Q4 of fiscal year '21, and we'll update investors on our capital management policy for fiscal year '22 at SAM in October. As a reminder, we always follow a disciplined, return-based capital allocation framework to maximize long-term shareholder value. 1 priority remains delivering sustainable profitable growth through both organic and inorganic M and A investments while remaining committed to paying dividends to our shareholders. In addition, we will consider opportunistic share buybacks when we see a favorable return for doing so. So, overall, and to conclude, I am very proud of the progress we have made year to date in fiscal year '21. It's clear that our edge-to-cloud strategy is resonating with customers and driving improved momentum across all of our businesses. Our growth businesses in the Intelligent Edge and HPC/MCS have accelerated top-line performance with record levels of orders. Our core business of Compute and Storage is demonstrating momentum with robust orders and improved margins and our as-a-Service ARR is accelerating. All of this translates to improving revenue momentum, strong profitability growth, and record levels of free cash flow. We look forward to closing out our fiscal year much leaner, better resourced, and positioned to capitalize on the strong demand environment. Lastly, as Antonio mentioned, we look forward to having you join us for our virtual Securities Analyst Meeting in late October, where we will provide an update on our strategy, business insights, and financial outlook. ","hewlett packard enterprise q3 adj earnings per share $0.47. q3 revenue $6.9 billion versus refinitiv ibes estimate of $6.93 billion. q3 non-gaap earnings per share $0.47. sees q4 gaap earnings per share $0.14 to $0.22. sees q4 non-gaap earnings per share $0.44 to $0.52. reinstating share repurchase program and targeting share repurchases of up to $250 million in q4 fy21. raises fy gaap diluted net earnings per share outlook to $0.80 to $0.88 and non-gaap diluted net earnings per share outlook to $1.88 to $1.96. " "Moreover, this quarter was once again included in certain disclosure prompted by COVID 19 business changes, which we will maintain as business operations further normalize. They will be joined by other senior management during the Q&A portion of the call. As we sit today, more than 18 months into the pandemic, the advantages of our focus on top tier tech and media markets on building and reinvesting in a state-of-the-art portfolio and are maintaining a strong balance sheet, have never been more evident. In the 3rd quarter, we had a robust same property NOI growth as our office and studio tenants continue to pay rent and repay deferred rent. We had another solid quarter of leasing activity on positive rent spreads. Our stabilized lease percentage remains over 92% for making good progress on our remaining 2021 and our 2022 expirations. We also successfully executed on multiple city related acquisitions all in spite of the pandemic headwinds. There is definitely growing momentum around our tenants return to the office. Some have already reiterated at least a portion of their employees over the last few months, while others are working toward either a year-end or early 2022 return. The combination of record funding and fundraising by VCs, media can be spending of over $100 billion on content and significant national health and research spending has led to continued growth in hiring within the industries that drive demand for our assets, primarily tech media gaming and life science. Across our markets, office leasing activity was notably elevated or showed healthy indicators such as a shift away from short-term renewals to new and expansion deals. Sublease space contracted almost without exception as a result of tenants, both pulling listings or backfilling space. We also saw a positive absorption around many of our metro areas in submarkets, and in most cases, for the first time since the pandemics onset. We're obviously very focused on maintaining our leasing momentum as the office market recovers, which Mark is going to discuss further in a moment. We also made several major announcements around the successful growth of our studio platform in the 3rd quarter. We unveiled plans for Sunset Glenoaks, which will be the first purpose-built studio in Los Angeles area in more than 20 years growing our studio footprint in that market to a 1.5 million square feet in two stages. We purchase a major site north of London to build Sunset Waltham Cross which will be a large scale purpose-built facility with 15 to 25 new stages and we expanded our services platform with the purchase of the transportation and logistics companies, Star Waggons and Zio Studio Services, enhancing our existing clients experience, while capturing significant additional production-related revenue. Our combined expertise with Blackstone, across transactions operations and development, is second to none and we're poised to deliver and operate purpose-built next-generation studios that will attract premium productions for years to come and create exceptional value for our shareholders. Finally earlier this month we received our GRESB 2021 real estate assessment results. In addition to earning GRESB Green Star, the highest 5-star ratings for the 3rd year in a row, Hudson Pacific was named an office sector leader for the America's ranking first among the 22 companies in that category in terms of our development program. In addition, we earned an A and ranked first among our US office peers in terms of public disclosure. I'm incredibly proud of these results as it showcases both the dedication and the ingenuity of our team as well as the commitment to being a leader on ESG issues. Our rent collections remained strong at 99% for our portfolio overall and 100% for office and studio tenants. We've collected 100% of contractually deferred rents due to date and 57% of all contractual deferrals physical occupancy at our properties has stayed consistent over the last several months at around 25 to percent, while as Victor noted activity around a return to the office is accelerating across our markets. Our current office leasing pipeline that is deals and leases, LOI's and proposals stands at 1.8 million square feet, up over 20% quarter-over-quarter and also 20% above our long-term average. We signed 318,000 square feet of new and renewal office leases in the third quarter at 8.3% and 5.1% GAAP and cash rent spreads, with the bulk of that activity, about 65% in the Peninsula and Valley. That brings us to 1.4 million square feet of new and renewal deals year-to-date. Our weighted average trailing 12 months, net effective rents are up about 4% year-over-year, while our weighted average trailing 12 month lease term for new and renewal deals held steady at 5 years. Despite facing about 360,000 square feet of expirations heading in the last quarter our stabilized and in-service office lease percentages remained essentially stable at 92.1% and 91.2% respectively. Recall that the addition of Harlow to the in-service portfolio as of the second quarter, accounts for more than 30 of the 50 basis point drop in lease percentage since first quarter Harlow is 50% leased and we are in leases with the tenant for the balance of the building. We only have 1.9% of our ABR in terms of our 2021 expirations remaining and those leases are over 20% below market. With strong activity on our fourth quarter expirations and existing vacancy, we remain confident our year-end in service leased percentage will remain essentially in line with third quarter levels. We also already have 30% percent coverage on our 2022 expirations. We continue to work on our pipeline of world-class office and studio development projects. In terms of office, we're on track to deliver our 584,000 square foot, One Westside office, adaptive reuse project in West Los Angeles to Google for their tenant improvements in the first quarter of next year. We plan to close on the podium for our 530,000 square foot Washington 1,000 office development in Seattle, later in the fourth quarter. We are in dialog with potential tenants and have 12 months post closing to finalize our construction timeline. We also recently announced plans for Burrard exchange, a 450,000 square foot, hybrid mass timber building on the Bentall Centre campus in Vancouver. We've submitted a development permit application and construction could start in early 2023. On the studio side, we plan to begin construction for our 241,000 square foot, Sunset Glenoaks Studios Development in Sun Valley before year-end, with delivery anticipated in the third quarter of 2023. In the third quarter, we generated FFO excluding specified items $0.50 per diluted share compared to $0.43 per diluted share a year ago. Third quarter specified items consisting of transaction-related expenses of $6.3 million or $0.04 per diluted share. One-time debt extinguishment costs of $3.2 million or $0.02 per diluted share and one-time prior period supplemental property tax reimbursement related to Sunset Las Palmas of $1.3 million or $0.01 per diluted share, compared to transaction related expenses of $0.2 million or $0.00 per diluted share and one-time debt extinguishment costs of $2.7 million or $0.02 per diluted share a year ago. Third quarter NOI at our 45 consolidated same-store office properties increased 5.1% on a GAAP basis and increased 10.8% on a cash basis. For our three same-store studio properties, NOI increased 49.8% on a GAAP basis and 45.5% on a cash basis. Adjusting for the one-time prior period property tax reimbursement, the NOI would have increased by 27.9% on a GAAP basis and 22.8% on a cash basis. Turning to the balance sheet. At the end of the third quarter, we had approximately $0.6 billion in liquidity with no material maturities until 2023 and average loan term of 4.6 years. In August we refinanced the mortgage loan secured by our Hollywood media portfolio, accessing additional principal, while lowering the interest rate and extending the term, we replaced the prior $900 million loan bearing LIBOR plus 2.15% per annum, with a $1.1 billion loan bearing LIBOR plus 1.17% per annum. The new loan has a 2-year term with 3 one-year extension options and is non-recourse except as to customary carve outs. We also purchased $209.8 million of the new loan which bears interest at a weighted average rate of LIBOR plus 1.55% per annum. Our Pro Rata net debt after this refinancing remained unchanged at $351 million. In terms of our three studio related acquisitions completed during the quarter the Sunset Waltham Cross site in the U.K and Star Waggons and Zio Studio Services operating businesses. we funded each with a combination of cash on hand and draws from our revolving credit facility. On account of these three transactions and other corporate activity at the end of the third quarter, we have drawn $300 million under our revolving credit facility, leaving 300 million of undrawn capacity. Third quarter AFFO grew significantly compared to the prior year, increasing by $10.1 million or over 21%. By comparison, FFO increased by 9% or $6 million during the same period. Again, this positive AFFO trend reflects the significant impact of normalizing lease costs and cash rent commencements on major leases, following the burn off of free rent. Now I'll turn to guidance. As always, our guidance excludes the impact of unannounced or speculative acquisitions, dispositions financings and capital market activity. In addition, I'll remind everyone of potential COVID related impacts to our guidance including variance and evolving governmental mandates. Clearly, uncertainty surrounding the pandemic makes projecting the remainder of the year difficult and we assume our guidance will be treated with a high degree of caution. As noted many companies are still determining return to work requirements and the impact on space needs, because of this, for example, our guidance does not assume a material increase in parking and other related variable income. Overall, we assume full occupancy and related revenues will not return to pre-COVID condition levels in 2021. That said, we are narrowing full year and providing fourth quarter 2021 guidance in the range of $1.95 to $1.99 per diluted share, excluding specified items. And $0.48 to $0.50 per diluted share excluding specified items respectively. There are no specified items in connection with the fourth quarter guidance. I'll point out that we incurred $1.4 million of prior period supplemental property tax expenses, as noted in the first and second quarter SEC filings. Nearly all of which was offset by the prior period supplemental property tax reimbursement of $1.3 million received during the third quarter. So we're not identifying as specified item related to prior period taxes for the purposes of 2021 full-year guidance. We appreciate your continued support. Stay healthy and safe and look forward to updating you next quarter. And operator, with that, let's open the line for any questions. ","compname says q3 ffo per share $0.50 excluding items. sees ffo $1.95 to $1.99 per diluted share (excluding specified items) for full-year . q3 ffo per share $0.50 excluding items. compname reports q3 ffo per share $0.50 excluding items. sees $1.95 to $1.99 per diluted share (excluding specified items) for full-year. " "Joining me are Jeff Jones, our president and chief executive officer; and Tony Bowen, our chief financial officer. For a description of these risks and uncertainties, please see H&R Block's annual report on Form 10-K and quarterly reports on Form 10-Q as updated periodically with the company's other SEC filings. Please note, some metrics we'll discuss today are presented on a non-GAAP basis. We're really happy to be with you today and excited to talk about our first quarter, and we have a lot to share. Over the past several months, we've met with many investors and analysts. And today, beyond our thoughts on the quarter, we'll address many of the themes that have emerged. I'll begin by summarizing our results and providing thoughts on tax season '22. Then I'll share perspective on the value we have created over the last several years and the levers we have to achieve our long-term revenue growth target of 3% to 6%. Finally, Tony will review our financials, fiscal '22 outlook and provide his thoughts on the value of Block today. Turning to our first quarter results. We continue to see momentum in the business. As a reminder, given that the tax season extended through July 15 last year versus only May 17 this year, our quarter ending September 30 is not comparable and does not clearly depict our performance and progress as we're off to a great start. We saw strong revenue growth from the Emerald Card and Wave and effectively managed costs while appropriately investing in our growth initiatives. On the capital allocation front, which we'll dig into in a minute, we reduced shares outstanding by another 4% this quarter. As we look to tax season '22, we are well-positioned for a number of reasons. Over the past several years, we've invested meaningfully in technology and digital capabilities and have made significant product and experience improvements via our Block Experience imperative. We pivoted quickly and learned to operate more efficiently during the pandemic. And our customers have taken note as we have gained market share and just completed our best tax season in over a decade. Our value proposition is strong, and we are continuing to add product enhancements, including help for retail and crypto investors. Overall, we feel really good about the platforms we're building and our efforts to retain the clients we serve. With that backdrop and before we dig into our growth plans, I want to highlight the progress we have made and where we are today. Our business is strong. We have a proven track record of generating cash flow, driving earnings per share growth and returning capital to shareholders. Since 2016, we've averaged annual free cash flow of $465 million, an increase of 29%. Including the most recent quarter, we've grown the dividend by 35% and repurchased nearly 1/4 of shares outstanding. In total, these actions have led to an adjusted earnings-per-share growth of 78%. We've done all this while investing in the business and have strategically positioned ourselves for sustainable long-term growth. Regardless of year-to-year dynamics, our robust cash flow and capital allocation strategy are evidence of our ability to deliver shareholder value. With that foundation, let's now discuss what we are doing to drive growth. We have had our foot on the gas since announcing Block Horizons at our Investor Day last December where we shared our long-term revenue growth target of 3% to 6%. While we are in the early innings of this next phase of our transformation, we're focused on demonstrating meaningful progress to build investor confidence. We have multiple levers in place to achieve our goal. Let's start with the industry. The tax industry has grown consistently for a long period of time, averaging a historical CAGR of 1%. As the industry grows, so will we. We have proven we can hold and grow market share, which we've done in four of the last five years. We have simultaneously increased customer satisfaction scores, and we will continue to make improvements to the Block Experience. We anticipate that holding share at a minimum will add about 1 point of growth annually to our top line. Now let's discuss the revenue contribution from pricing. As you recall, in 2018, we moved to an upfront transparent pricing model in our Assisted channel, and we have essentially held pricing flat since then. In DIY, we have a 10% to 20% price advantage relative to our largest competitor. As a result of our significant product and experience improvements, we plan to take modest price increases in Assisted this year, something we'll evaluate annually. In DIY, our product is competitive. And because of our price advantage, we see additional opportunity over time. In summary, we believe we can add a couple of points of revenue growth to our top line from price adjustments. We have a long track record of acquiring franchise partners, which will remain part of our ongoing strategy. Over the past five years, we have purchased on average 125 locations annually, typically from franchisees who are ready to exit for family or retirement reasons. We believe we can acquire a similar number each year through 2025, which will contribute nearly 1 point of growth to our top line. We view this to be a good use of capital given we're able to repurchase locations at attractive EBITDA multiples, optimize our footprint and integrate the business into our company operations. Now let's walk through contributions from our three strategic imperatives. As you have heard throughout our call, Block Experience is about modernizing and growing the consumer tax business. It underpins much of the progress and ongoing strategy that we have discussed in our industry share and pricing assumptions. Our other two strategic initiatives, Small Business and Financial Products, layer on additional new growth levers. Starting with Wave, we're focused on increasing the value of the existing customer base and acquiring new clients. The value of the customer as measured in average revenue per business has grown significantly as we continue to innovate with new products and position Wave money at the center of the experience. Wave's total revenue continues to grow more than 30% year-over-year. This is contributing about 1 point of growth annually to our consolidated top line. Beyond Wave, upside in the Small Business imperative exists as we lean into tax services and bookkeeping with an emphasis on human health. We learned a lot last year and have evolved our marketing messaging in order to drive efficiency and better target customers who can benefit from these products. We also see additional upside in our Financial Products imperative. The mobile banking solution we announced as part of our strategy last year supports our goal of serving and engaging with clients year-round. We've performed extensive market research to understand the consumer needs and, as a result, understand what it takes to succeed. We know there are 35 million underbanked consumers in the United States alone, a group we view as financially vulnerable and financially coping. Of this population, 8 million are current Block customers. They trust us with their most intimate financial details, use our existing products and have an unmet need for additional banking. Thus, we're uniquely positioned as compared to other competitors who are starting from scratch to build brand awareness and trust. We've launched the beta product internally and plan to launch nationally in the early part of next tax season with our marketing efforts focused on existing DIY clients. As you would expect, we will leverage our interactions to incentivize clients to set up direct deposits. We'll continue to roll out features throughout the year and look forward to sharing more once it has officially launched. In summary, with respect to revenue growth, we have many levers working in tandem to reach our annual 3% to 6% growth target. Additionally, we're able to leverage our fixed cost structure, so that EBITDA will grow faster than revenue. It's also important to note that we're funding our investments by reducing expenses across the company as part of our Fund the Future initiative. I want to emphasize how great I feel about the progress we've made and the path that we're on. We're continuing to execute against our strategic imperatives and are gaining momentum. I am more confident now than ever in our plans for Block Horizons 2025. Lastly, I'd like to mention that we published our second annual corporate responsibility report in September. We recognize the importance of environmental stewardship, social responsibility and sound corporate governance. Some of our initiatives include championing diversity and inclusion, understanding and reducing our climate impact, supporting the communities we live and serve in and transparent governance practices. Together, these enabled us to achieve our long-term financial goals and benefit all our stakeholders. Today, I will review our results from the first fiscal quarter, recap our outlook and then provide thoughts on the value we have created in the business. As you recall, this summer, we adjusted our fiscal year-end from April to June. In August, we released a QT for the stub period of May and June 2021 to bridge the fiscal year. And today, we are reporting our first fiscal quarter of 2022, which ends September 30. As Jeff shared, given that the tax season extended through July 15 last year versus only May 17 this year, Q1 is not comparable to the prior year and does not clearly depict our performance and the progress we are making. We delivered $193 million of revenue, down 54% or $225 million. This decline was entirely due to the estimated $246 million related to the tax season extension in the first quarter of last year. We saw incremental Emerald Card revenue due to child tax payments and continued strong growth from Wave. Regarding expenses, we were disciplined in achieving our cost savings while appropriately investing in our Block Horizons imperatives. The ongoing rigor to drive our Fund the Future initiative allows us to invest with the savings we generate versus spending incremental capital. Total operating expenses in the quarter were $367 million, a decrease of 12%, primarily driven by lower tax pro compensation as a result of the prior year extension I just discussed. Interest expense was $23 million, a decrease of 34% due to lower draws on our line of credit. We feel great about the changes we have made in our debt position to reduce interest expense by refinancing our line of credit and issuing long-term debt at very attractive rates, which will positively impact our P&L and cash flow. For the quarter, our pre-tax loss was $197 million, compared to $33 million in the prior year. Our effective tax rate was 24%. We continue to expect the tax rate to be in the 16% to 18% range for the full fiscal year as we realize the benefits of certain discrete items later in fiscal '22. Turning to share repurchases, we bought a total of $166 million in the quarter, allowing us to retire 6.8 million shares at an average price of $24.37. As Jeff highlighted earlier, share repurchase is a core element of our commitment to returning capital to shareholders. Since taking over this post in 2016, we have now retired nearly 1/4 of our shares outstanding and have approximately $400 million remaining on our share repurchase authorization. Loss per share from continuing operations increased from $0.32 to $0.84, while adjusted loss per share from continuing operations increased from $0.24 to $0.78. In summary, we feel good about the start to the year, and we are reiterating our fiscal year '22 outlook. Regarding discontinued operations, there were no changes to accrued contingent liabilities related to Sand Canyon during the quarter. Before closing, I'd like to provide some overarching thoughts on how we view H&R Block's value. A few years ago, we deliberately made significant changes that put short-term pressure on our financials yet were foundational to a better future. These choices included major investments in technology, a pricing reset and operational improvements. Our actions have yielded robust results. We've dramatically changed our Assisted business trajectory. And as Jeff reminded us, we just completed our best tax season in over a decade. While we have provided normalizations to make it easier to assess our results, the changing tax deadlines and fiscal year-end adjustment have created noise. But the bottom line is we generate strong free cash flow, have grown our dividend and dramatically reduced shares outstanding. Over the past five years, we've returned nearly $2 billion to shareholders or approximately 84% of our total free cash flow. These capital allocation principles will remain intact despite year-to-year nuances in the industry. Further, we significantly reduced our effective tax rate and lowered our borrowing cost by refinancing our debt and line of credit. These achievements have translated into adjusted earnings per share growth of 78%, and that's even after normalizing fiscal year '21 for the tax season extension. We've derisked the business and created growth levers that didn't exist in the past. Yet our trading multiple is compressed over this time period despite the broader market rally. H&R Block is on solid footing and will continue to drive earnings per share growth through disciplined capital allocation and core business performance. And as Jeff discussed earlier, we are creating additional upside opportunity with Block Horizons. I look forward to all that lies ahead. In summary, we are proud of the progress that we have made, the momentum in the business and the opportunities to come. We're confident in our ability to drive shareholder value with both our capital allocation approach and our future with Block Horizons. ","h&r block reiterates fiscal year financial outlook. qtrly adjusted loss per share$0.78. " "On the call today are Jeff Jones, our President and CEO; and Tony Bowen, our CFO. Some of the figures that we'll discuss today are presented on a non-GAAP basis. Such statements are based on current information and management's expectations as of this date and are not guarantees of future performance. As such, our actual outcomes and results could differ materially. You can learn more about these risks in our Form 10-K for fiscal 2019 and our other SEC filings. During Q&A, we ask that participants limit themselves to one question with a follow-up after which they may choose to jump back into the queue. When we talked with you last quarter, we outlined our strategic objectives to digitally enable every aspect of our business to deliver our expertise to consumers in new and exciting ways, and we're seeing some positive results. We're focused on serving Assisted clients with higher quality and better value and are on track to achieve our goal of holding share in the category. We are seeing stronger demand for our Virtual product Tax Pro Go. We continue to grow clients in DIY. Client satisfaction scores are up across all products following a year in which we saw unprecedented growth. And we continue to make strides in small business including another strong quarter from Wave. While I'm pleased with these early results we identified a couple of areas to improve DIY performance in the second half, that I will comment on later. First, I'll provide our perspective on what we've seen in the tax industry. Then I'll review our tax season to date results, discuss our expectations for the second half of the season and provide an update on small business. Finally, Tony will review our third quarter results and offer additional thoughts on our financial outlook for the fiscal year. Starting with the industry. Overall trends in filings are consistent with our expectations. At this point the increase in DIY mix is at levels lower than last year. So while there was speculation by some that the second year of the new tax law would cause more Assisted filers to switch to DIY, we aren't seeing any evidence of this in either our data or the industries and the change has actually moderated. Turning to our performance, I'd like to spend some time providing an update on our progress in each of the key areas we outlined last quarter. We're focused on leading the industry with upfront transparent pricing, enhancing our standard operating procedures and digitizing how tax pros serve clients through Work Center. In pricing, we're bringing upfront and transparent to life in an even stronger way this year through a new price estimator tool to help our tax pros provide clients a better estimate at the outset. Upfront transparent pricing is the key element of our recently launched No Surprise Guarantee, which also provides three audit assistance and a midyear tax check-in for clients across all of our products. We've also improved Work Center which digitizes how our tax pros serve and communicate with clients, providing them with a superior experience. We're seeing results from these efforts with higher retention for both new and prior clients as well as better conversions. Client survey scores increased 3 points for price for value and 2 points for overall quality, considering the 9 point improvement in these scores last season, these results are tremendous. This has led to a significant improvement in client trajectory compared to this time last year. With a lot of season left, we're confident that we will achieve our goal of holding share in the Assisted category. Tax Sseason '20 marks the second year of Tax Pro Go. An innovative product that provides clients with access to be unparalleled expertise of our tax pros from the convenience of their mobile device. This year we redesigned the client experience to improve the product flow, simplified pricing, and made it easier to connect with our expert tax pros. We're also highlighting the advantages of this product in our marketing, which is driving an increase in Tax Pro Go demand and mobile usage. We're seeing the results of these efforts with improvements in key client service metrics and strong client growth. And while we're still in the early stages of this product, this continued growth gives us confidence that we can satisfy unmet needs and attract new clients to our brand. In DIY, we've maintained our challenger strategy of investing to improve the product and user experience, pricing at a level that is competitive and provides value to clients, and communicating this value to grow awareness in compelled DIY consumers to switch to H&R Block. We continue to utilize AI and machine learning to improve ease, speed and personalization in our product. We've also increased the prominence of Online Assist, which provides DIY clients with on-demand access to a tax pro through chat, phone and screen sharing. This product is priced competitively and is supported by the unmatched expertise of our extensive tax pro network. And our service levels have been tremendous this season, with most clients able to access the Tax Pro within one minute. Collectively, these efforts have led to strong results in our net promoter scores increasing over 3 points. This is a significant -- this is significant considering the 9 point increase we saw last year. And our product has received a number of third-party accolades, including number one in thestreet.com's ranking of the best online tax software and NerdWallet's best software for simple returns. While we're excited about the progress we're making in our product and in the value we're delivering for our clients, we believe we can improve both our volume and net average charge result in the second half and have already taken the appropriate steps. First, we made changes to optimize our marketing investment to drive greater new client demand. And second, we have corrected an issue with a key online page that didn't allow clients to choose a different product, resulting in a loss of monetization. Since we have remedied the issue we have seen a 4% improvement in net average charge in DIY. We're confident that we've made the appropriate changes and believe that our second half will be stronger. We expect to end the year growing DIY clients in line with the category. Finally, in small business, starting with tax. We've highlighted our expertise through new tools and a redesigned experience. We're beginning to see traction from these new initiatives but believe it will take some time to increase awareness of our small business expertise. With Wave, we continue to innovate to simplify the financial lives of small business owners. During the quarter, Wave continued to make progress on its strategic roadmap in a number of areas. We're seeing demand grow for Wave advisors, where clients can get personalized help from our in-house bookkeepers. In payroll, we're adding full service capabilities in more states to automatically file clients state and federal payroll taxes. And in payments, we've made key changes to streamline the client onboarding process to assist clients and getting the right product and to gather key information earlier in the process. All of these improvements are fueling Wave's impressive performance which continued this quarter with year-over-year revenue growth of over 40%. To summarize, we're on track to deliver our financial outlook for the year by digitally enabling our business, driving improved client trajectory in Assisted, innovating in Virtual, enhancing our award winning DIY product and expanding in small business. We have clear visibility in the areas for improvement and are focused on executing in the second half to deliver stronger results by seasons end. With that, I'll now hand the call over to Tony. Before I get into the details of our results, as a reminder, we typically report a loss during the fiscal third quarter due to the seasonality of our tax business. Therefore, third quarter results are not representative of our full year performance. Starting with revenues, we saw a year-over-year growth of $51 million or 11% to $519 million. This increase was primarily due to higher tax preparation fees due to volume growth in Assisted and DIY and the acquisition of just over 200 franchise offices this year which continues to be a good use of capital. The volume growth also resulted in higher royalties as well as increased revenues related to our Tax Plus products. In addition to increases in our tax business, Wave contributed $11 million, which represents a year-over-year increase of more than 40%. Total operating expenses increased $65 million or 11% to $672 million. The majority of this increase was anticipated as it was driven by Wave, increased compensation due to higher Assisted volumes, and planned investments related to our technology roadmap. We also recorded $19 million of incremental marketing expense during the quarter that was entirely due to a pull forward of recognition from Q4 to Q3, and was not due to an increase in spend. Because of this timing shift, we expect marketing expense to be lower in Q4. I'll discuss our full year outlook including expectations for operating expenses later in the call. Interest expense was $26 million, which reflects an increase from the prior year due to higher draws on our line of credit. The changes in revenue and expenses resulted in an increase in pre-tax loss from continuing operations of $18 million. GAAP loss per share increased $0.08 to $0.66. As we shared last quarter, we are now reporting GAAP and non-GAAP EPS. Adjusted loss per share increased $0.07 to $0.59 driven by the increase in pre-tax loss and lower shares outstanding, partially offset by an increased tax benefit. As a reminder, while beneficial on a full year basis, the lower share count negatively impacts earnings per share in quarters in which we report a loss. In discontinued operations there were no changes to accrued contingent liabilities related to Sand Canyon during the quarter. Regarding capital, our priorities remain unchanged. At the top of list is maintaining adequate liquidity for our operational needs to account for our seasonality. We came into this year with a strong financial position after generating over $500 million of free cash flow in fiscal '19. We then make strategic investments back in to the business that we believe deliver value to our clients, ultimately benefiting our shareholders. Making prudent investments to drive sustainable growth remains a key element of our capital allocation. Last, we will deploy excess capital through quarterly dividends and share repurchases. We've increased our quarterly dividend each of the last four years, resulting in a 30% increase over that time. Regarding share repurchases in the third quarter, we repurchased 2.8 million shares for $66 million at an average price of $23.35. Year-to-date, we have repurchased a total of 10.1 million shares for $247 million at an average price of $24.36. Going forward, we will continue to be opportunistic in our share repurchase approach. I'd now like to provide thoughts on our financial outlook for the remainder of the year. Starting with the tax industry, we continue to expect overall return growth of around 1%, with Assisted volume flat to slightly up and DIY growing around 3%. This is consistent with the trends we've seen over the last several years. For H&R Block, as Jeff shared, we expect growth in DIY clients in line with the category, and an improvement in client trajectory in Assisted as we hold market share in that category. Combined this would be the third consecutive year of overall client growth. Regarding pricing, in Assisted we expect net average charge to remain consistent with last year, following a year in which we reset price. In DIY, during the first half of the season, we saw a decrease in net average charge, due to the product issue that Jeff discussed. We've remedied this and combined with anticipated growth in Online Assist, we expect mix to improve in the second half, resulting in net average charge similar to last year. Consistent with the outlook we provided last quarter, we expect these client growth and net average charge expectations along with Wave to result in revenue growth of 1.5% to 3.5%. For the full year, we expect to grow revenue faster than EBITDA resulting in a decline in EBITDA margin compared to fiscal '19. This year, we realized approximately $15 million of unplanned one-time expenses -- one-time expense increases, due to legal cost and Refund Advance fees, which will also impact our margin. Despite these expense increases, we continue to expect EBITDA margin to be within our previously provided range of 24% to 26%. Given our year-to-date results, this full year outlook infers a significant increase in EBITDA in the fourth quarter. This will be achieved through continued revenue growth as well as a reduction of certain expenses in the fourth quarter related to the timing of marketing expense recognition that I mentioned earlier and lower compensation related to accrued bonuses. As we indicated last quarter, we expect the tax rate of 19% to 21% due to favorable settlements with tax authorities during the second quarter. The rest of our financial outlook also remains unchanged with total depreciation and amortization of $165 million to $175 million, of which $70 million to $80 million will be amortization of intangibles related to acquisitions. This amortization expense reflects both Wave and tax office acquisitions and is excluded from earnings per share for non-GAAP reporting. We continue to expect interest expense of $90 million to $100 million and capital expenditures of $70 million to $80 million. To conclude, I'm confident in our plans for the second half of the tax season, and we are on track to deliver our financial objectives for the fiscal year. Their dedication to providing help and inspiring confidence in our clients and communities is what makes H&R Block the great company it is today. Overall, I'm excited about the progress we're making toward our long-term goals and I'm confident we're taking the steps necessary to deliver on our objectives for the fiscal year. I look forward to sharing more with you when we report our full-year result in June. ","compname reports q3 adjusted loss per share $0.59. q3 adjusted loss per share $0.59 from continuing operations. q3 loss per share $0.66 from continuing operations. q3 revenue $519 million versus refinitiv ibes estimate of $485.5 million. " "On the call today are Jeff Jones, our president and CEO; and Tony Bowen, our CFO. Some of these figures we'll discuss today are presented on a non-GAAP basis. Such statements are based on current information and management's expectations as of this date and are not guarantees of future performance. As a result, our actual outcomes and results could differ materially. You can learn more about these risks in our Form 10-K and our other SEC. During Q&A, we ask that participants limit themselves to one question with a follow-up, after which they may choose to jump back into the queue. Today I'm excited to share our outstanding results. I'm proud of what our team has accomplished, including progress on our Block Horizons strategy and a very strong tax season. Our results show that our multi-year efforts to improve client trajectory are gaining traction. We grew clients and achieved our largest overall and the largest assisted market share gains in over a decade. We drove significant growth in DIY revenue and continued strong growth at Wave. We increased the digitization of the business, advanced how we serve small businesses at Block Advisors and made meaningful progress in building our new mobile banking product. Today, we also announced another increase in our quarterly dividend. Our fifth in the past six years, further demonstrating the confidence we have in both our financial strength and outlook for continued long-term growth. With that backdrop, let me provide more detail on what we've achieved with Block Horizons since our Investor Day in December, followed by additional color on the 2021 tax season Tony will then review our full-year financials and capital structure, discuss our fiscal year change, and provide thoughts on our fiscal year '22 outlook. Since our Investor Day in December where we laid out our Block Horizons strategy, we've had our foot on the gas to execute across our three strategic imperatives: small business; financial products; and Block Experience. Small business and financial products are categories where we have a right to compete and advantages to help us win. Block Experience represents our modernized approach to tax. I'll start with an update on each of these key areas. In small business, we've gained traction on all elements of our strategy. First, we expanded our reach to more small business owners by improving our client experience in tax and amplifying our messaging. In a few short months, we certified over 25,000 tax professionals to serve small businesses, relaunched the Block Advisors brand, and built a new Block Advisors product in DIY, which includes unlimited expert help. Our Block Advisors marketing campaign, which launched in mid-February, resonated with customers as it drove awareness of our ability to serve small business owners' unique needs and reinforced our expertise as a trusted year-round partner for this critical customer segment. Second, we made progress in bookkeeping and payroll services, laying the foundation for future growth. And third, Wave continued exceptional growth of over 35% for the year, while also expanding Wave Money as the center of the experience. Turning to financial products, we've begun our journey to provide additional value to underbanked customers by offering a mobile banking alternative to meet their unique needs. We've completed the design phase and are now building the beta version of our product, which we expect to launch by calendar year-end. Regarding Block Experience, we're continuing to infuse human help into our DIY offering and transform the assisted experience through digital tools as we meet our customers however and wherever they wish to be served. We're already seeing positive signs in virtual adoption by our assisted customers and we also saw a great uptake of DIY clients requesting human help. I'll share more on this in a moment as I go through tax season details. The theme of this year's tax season for H&R Block can be summed up in one word: growth. To provide context on the strength of our results this year, I'd like to first frame the industry dynamics, particularly given this year's unique considerations. This season included a delayed start from the IRS, a two additional rounds of related stimulus payments, mid-season changes to tax laws, added new policies regarding unemployment and recovery rebate credits, and finally, a one-month delay in the filing deadline to May 17, all in year two of the pandemic. The industry in total saw an increase in filings when compared to last year's completed season, that is to the filing deadlines in each year. There was also a mix shift from DIY to assisted, representing a reversal of prior-year trends. As a reminder, the category also showed strength in 2020 as assisted returns were essentially flat in a year when the operating environment was far from normal. The resilience and sustainability of the assisted category, even amid the pandemic reflects our conviction and its stability over time. The bottom line continues to be that most Americans want personal help with their taxes and nobody is better-positioned than we are in delivering that expert help. With the industry backdrop as an important context, I'd like to provide more detail on our results. To clarify, when making comparisons, I will discuss the full tax season in 2021 versus the full tax season in 2020, despite the different filing deadlines. Later, Tony will share more about our fiscal-year results and how these were impacted by the extension. We saw growth in overall clients, total share, assisted share, and strong revenue performance in DIY. We estimate that we gained approximately 30 basis points of total market share when compared to last year's completed tax season. This is our best result in over a decade. In our assisted business, we grew clients by over 700,000 or approximately 7%, in estimate, we gained 70 basis points of market share. Again, the best in over 10 years. Based on these results and the continued positive feedback we hear from customers, we know that our work to improve value, quality, and digital capabilities are helping consumers rediscover a new H&R Block. We were the go-to source of help for many individuals who haven't normally been filing, but who this year had questions about unemployment or receiving the recovery rebate credit. Though some of these filings may be one-time in nature, we're committed to doing all we can to retain these additional clients. Importantly, our client satisfaction scores remained strong and our new client scores improved with high marks for being cared for, price for service, and intent to return. With these dynamics, we held pricing flat in assisted. Our net average charge was down about 2% due entirely to mix as the majority of growth in new clients came from filers at lower price points. While these new clients caused a decrease in our average charge, they were additive to revenue. Our share gains show that our value is being recognized in the marketplace, giving us confidence to consider modest price increases. Moving to our DIY business, revenue grew nearly 20% due to an increase in the net average charge related to improved mix and pricing actions. Also, significantly more clients chose to add human help, resulting in the second year in a row of tax pro review growing more than 50%. We saw a slight share loss as we focused on more valuable returns, evidenced by our improved mix and an increase in NAC of over 20%. The increasing use of human help by our DIY customers, along with the use of digital tools by our assisted customers demonstrates the importance of our Block Experience efforts to blend digital capabilities with human expertise and care. We're confident we're on the right path to serving consumers in a modern way. As a reminder, digital does not mean DIY and the increasing use of digital capabilities in the assisted business does not reduce our NAC. I'll now move on to small business, which includes our Block Advisors and Wave brands. We grew assisted small business filers by 4%. And as I previously shared, Wave continues to produce strong results as we see increases in customers new to the brand, overall payments volume, and the use of payroll services. This all led to revenue growth of over 35%. In addition, our strategy of putting Wave Money at the core of our offering is picking up steam as Wave Money deposits have grown at a pace of 40% per month for the past six months. In summary, our team provided help and inspired confidence for millions of consumers and small business owners this season. We made tremendous progress in our first year of Block Horizons, running technology and digital tools with human expertise in tax to help achieve our largest market share gains in over a decade. We improved our offerings in small business, drove significant growth of Wave, and are making progress on our new mobile banking platform. We are confident about the journey we're on and I'm very excited about our future. Today, I'll provide color on our full fiscal-year results, discuss the impact of the filing extension beyond our fiscal year, recap our dividend and capital allocation strategy, provide details on our new line of credit, and share more about our fiscal year-end change. I'll also provide some more context about our baseline earnings and our outlook for fiscal '22. The extension of the U.S. federal tax filing deadline to May 17 led to the tax season concluding beyond fiscal '21, causing a timing difference in our financial results. If we were able to include these amounts in our fiscal 2021 results, we would have significantly surpassed the high end of our previous outlook for both revenue and earnings. tax return volumes due to the extension of last tax season into fiscal '21. We also achieved improved monetization within DIY and increase in Emerald Card revenues related to federal stimulus payments, and strong growth from Wave. Regarding expenses, due to strong fiscal management, we outperformed our savings target while still investing appropriately in our Block Horizons strategic imperatives. Total operating expenses were $2.6 billion, which increased by $82 million or 3% due to an increase in variable labor, which is partially offset by prior-year impairment charges, lower bank partner fees, and travel-related costs. Interest expense increased $11 million, which reflects the precautionary draw on our line of credit at the end of last fiscal year, partially offset by a lower interest rate on our debt issuance earlier in the fiscal year. As a result, pre-tax income was $669 million, compared to a pre-tax loss of $3 million in the prior year. Our effective tax rate was just 12%, driven by favorable tax planning we implemented during the year. Diluted earnings per share from continuing operations increased from $0.03 to $3.11, while adjusted earnings per share from continuing operations increased from $0.84 to $3.39. Regarding discontinued operations, there were no changes to accrued contingent liabilities related to Sand Canyon during the quarter. Moving to capital allocation, our strategy demonstrates current strength and confidence in our future, supported by strong free cash flow. Our priorities remain unchanged: first, maintain adequate liquidity; next, invest in our business; and then support the dividend and opportunistically repurchase shares. Due to the health of our business and our outlook, we announced today an increase in our quarterly dividend of 4% to $0.27 per share. This marks the fifth time we've raised the dividend in six years, resulting in a 35% total increase over that time. Regarding share repurchases, we bought a total of $38 million in the fourth quarter. For the full year, we repurchased $108 million at an average price of $16.29, allowing us to retire 11.6 million shares or 6% of our float. Approximately $564 million remains under our share repurchase authorization, which expires in June of 2022. I'm also pleased to announce that we just amended our line of credit to a new five-year facility. We lowered the capacity to $1.5 billion, which is more appropriate for our business needs and result in lower costs. We were able to renew at favorable rates and reduce our expected run-rate costs by approximately $3 million per year. Finally, we aligned our covenants to our new fiscal calendar, which I'll share more about in a moment. This is yet another sign of our financial strength, which provides a solid foundation for growth. Switching gears, I'd like to talk about our decision to change the fiscal year. Given the lack of comparability in our results over the past couple of years due to tax season extensions, we felt it was appropriate to examine our fiscal year-end. After this review, we have made the decision to move from an April year-end to a junior -- June year-end effective immediately. The change allows for better alignment of complete tax seasons in comparable fiscal periods and other related benefits. We plan to file a report on Form 10-QT for the transition month of May and June later this summer. Fiscal 2022 will begin on July 1 and end on June 30, 2022, with our first-quarter results through September 30 reported in early November. Finally, I'd like to discuss our outlook for fiscal '22 based on our new June year-end. Before doing so, we know investors are seeking to better understand baseline results and thought it would be helpful to provide additional context for fiscal '21, including the change to the fiscal year. To reset to the new fiscal year, we take our current fiscal year '21 results and remove May and June from 2020 at the beginning of the year, and then add May and June from 2021. We then normalize the fiscal '21 for two things. First, given tax season 2020 concluded on July 15, we are backing out the activity related to tax season that carried into the new fiscal '21. Second, we remove one-time impacts related to the pandemic. These primarily consisted of incremental Emerald Card revenue related to stimulus payment loads and one-time expenses for associated benefits and supplies, both related to the pandemic. This normalized view of fiscal '21 ending June 30 would result in an estimated revenue of $3.25 billion and EBITDA of $760 million. Turning now to fiscal '22, we considered a number of variables both for the tax industry and for us. These include the potential industry loss of one-time filers who were motivated to file this tax -- past tax season for the recovery rebate credit, changes in unemployment-related benefits, and the expansion of the child tax credit. After considering these impacts, we expect industry volumes to be flat to slightly down in '22 and anticipate a similar trend for our volume. As such, we now expect fiscal '22 revenue to be in the range of $3.25 billion to $3.35 billion. EBITDA is expected to be in the range of $765 million to $815 million. Both of these are an improvement to the normalized fiscal year '21 results I shared with EBITDA growing faster than revenue. Regarding our outlook, the effective tax rate is anticipated to be between 16% and 18%, depreciation and amortization is anticipated to be between $150 million and 160 million, and interest expense is anticipated to be between $90 million and $100 million. Our projected results demonstrate solid growth despite comparing against very strong performance last year and are a sign that we have the right strategy under way. In summary, I am very pleased with both our tremendous performance this season and the trends we are seeing in the business. We are committed to our financial principles and are on a path to long-term sustainable growth. Before we begin Q&A. I also want to reiterate how pleased I am about this year's results and the progress we've made, as well as our confidence in the Block Horizons strategy going forward. The last two years have been incredibly complex and disruptive, and this success is made possible by our hardworking associates, franchisees, and tax pros, who once again demonstrated how H&R Block inspires confidence in our clients and communities. As we open the line for Q&A, I want to make a note of transition in our Investor Relations role. Colby Brown has been leading these efforts for more than eight years and has done a tremendous job. We recognize the importance of supporting our investment community. And as Colby transitions out of the IR role, we have brought on Michaella Gallina, whose sole focus will be serving analysts and investors. Michaella has led IR at a number of companies and was also an analyst on the buy side. ","increases quarterly dividend by 4 percent to $0.27per share. " "If you did not receive a copy of the release, you can find it on our website at hormelfoods.com under the Investors section. On our call today is Jim Snee, Chairman of the Board, President and Chief Executive Officer; and Jim Sheehan, Executive Vice President and Chief Financial Officer. Jim Snee will provide a review of the Company's current and future operating conditions, commentary regarding each segment's performance for the quarter and update on the impact to the company of the COVID-19 pandemic and a perspective on the balance of fiscal 2021. Jim Sheehan will provide detailed financial results and commentary regarding the Company's current and future financial condition. As a courtesy to the other analysts, please limit yourself to one question with one follow-up. It will also be posted on our website and archived for one year. Before we get started, I need to reference the Safe Harbor statement. It can be accessed on our website. As we approach the one-year mark of the pandemic, I want to express my gratitude to our plant professionals for their continued dedication, energy and focus. They continue to be the true heroes of our company during this time. On our last earnings call in November, we were witnessing an increase of COVID-19 cases in the United States. Our number one priority has been to keep our team members safe, and we have been very focused on our best-in-class preventative measures and on educating our employees through our awareness campaign keep COVID out. As the pandemic evolves and the vaccine becomes more widely available to our team members, we'll continue to keep the health and safety of our team members as the top priority. We were among the first to offer a COVID pay program to allow those who are ill or had symptoms to stay home from work and still be paid. Additionally, we paid $11 million in fiscal 2020 and unconditional bonuses to our team members to provide further financial security. Our program has resulted in minimizing the spread of COVID in our workplaces and our communities. Recently, we have been encouraged to see cases decline and the number of team members on our COVID pay program drastically decrease. This gives us increased optimism as we head into the second quarter. We were pleased to announce the entry into a definitive agreement to acquire the Planters business last Thursday. We have many leading brands that Hormel and the acquisition of the Planters snack nut business will be an excellent addition to our Company. Over the past 10-years, we have made numerous acquisition, all of which are meeting our strategic objectives. The performances of MegaMex, Wholly, SKIPPY, Applegate, Justin's, Ceratti, Fontanini, Columbus and Sadlers give us a high level of confidence in our ability to successfully integrate, operate and grow the Planters business. The acquisition of Planters is the perfect strategic fit. The addition of this iconic brand in high-margin business continues our evolution as a global branded food company, moving us further away from a commodity-oriented meat-centric company. As one of our biggest brands, we will give it a high level of focus and attention. Our core competency and brand stewardship will be key to our success and unlocking the power of the Planters brands. We know how to manage brands and Planters is right in our sweet spot as we know Planters is more than simply peanuts in the jar. Planters also perfectly complements, enhances and expands our existing snacking business. Joining brands like Hormel Gatherings, Columbus, Wholly and Herdez. There are numerous opportunities to leverage the consumer insights from both portfolios to drive further innovation and improve growth for our entire snacking business. The Planters business gives us another iconic brand to grow and increases our scale in key areas such as center store and convenience stores. Integration into our direct sales force is a high priority and we know there are immediate opportunities to improve distribution and drive sales growth. Another priority for us is to integrate the business into our One Supply Chain and Project Orion platforms. We expect synergies from this integration for the Planters business and for our existing business. There is a lot to love about this acquisition and I'm excited for the transaction to close, so we can begin to give the Planters business the attention and focus it needs to grow. Now turning to our first quarter. Our team generated strong top line growth with sales increasing 3% to a record $2.5 billion all four segments delivered sales growth and achievement that hasn't been accomplished since 2016. Incremental supply chain costs related to COVID-19 of $15 million were the primary reason for a $13 million decline in pre-tax earnings. Net earnings and diluted earnings per share declined 9%, due primarily to incremental supply chain costs and higher tax expense. As in prior quarters, we continue to strike a balance between the consumer demand we are seeing and our supply chains ability to meet that demand. We increased production levels this quarter through a combination of improving efficiencies; bringing on new capacity and further leveraging our strategic supply chain partners. We expect this steady improvement to continue throughout the year, we have been successful in a number of critical categories and we will continue to make progress across the portfolio. Our retail business continued to perform extremely well with sales increasing 13% for the quarter. Brands such as SPAM, SKIPPY, Hormel chili, Hormel Black Label, Applegate, Hormel pepperoni, Lloyd Hormel fully cooked entrees and Justin's all delivered very strong growth. Most encouraging was the sales growth we saw from the Jennie-O brand every major retail category, including Jennie-O lean ground, turkey burgers, Oven Ready items, Bacon and marinated meats grew. The Jennie-O brand continues to resonate with consumers and the efforts we have made on gaining back customer distribution are paying off. Our e-commerce business continues to be a bright spot as it almost doubled in the last 12-weeks according to IRI. We grew share in several key categories and have a high level of momentum in online grocery pickup, delivery and direct-to-consumer. Our deli channel sales increased 7% this quarter; Columbus branded products led the way with exceptional growth from grab-and-go items. The opening of our new plant in Omaha this quarter, which produces Columbus charcuterie products will provide much needed capacity for this business. While the Columbus brand was the clear leader for us this quarter in the deli, our team generated growth in every deli segment they compete in, including grab-and-go, prepared foods, behind-the-glass and fresh sliced deli meats. Our party tray business also grew volume in sales over the holiday season, despite fewer group gatherings, a testament to our team's ability to keep this brand relevance. We saw a positive signs of recovery in foodservice this quarter even as the business declined 17%, compared to last year, due to the continued impacts of the pandemic on the industry. We continue to see strength in our business with an important segments such as Pizzeria, QSRs and convenience stores. Our direct sales force also made excellent progress pivoting to high growth areas, such as commissary's and ghost kitchens as they secured new distribution with both distributors and operators. Turning to the segments. Grocery Products delivered very impressive results this quarter. We saw top line strength across many of our brands, including SPAM, SKIPPY, Hormel Compleats and Herdez, which led to volume increases of 4% and the sales increases of 7%. We implemented a price increase for our SKIPPY business this quarter, once again demonstrating our ability to price in our categories. We are also encouraged with the performance of our recent innovative new items, including SKIPPY Squeeze, SKIPPY No Sugar and SKIPPY with added protein spreads. Our MegaMex joint venture had a strong performance this quarter as well, but equity and earnings increasing by 31%. This growth was led by our retail brands, such as Wholly, Herdez, CHI-CHI'S and La Victoria. In addition to the MegaMex results, the 35% increase in segment profit was driven by higher sales and a favorable mix. Refrigerated Foods volume declined 2% and sales increased 1%. Our retail and deli teams overcame steep year-over-year declines in our foodservice business to deliver growth for our value-added business. Applegate had a particularly strong quarter with growth fueled by both category momentum and share gains across core categories such as Frozen Branded Chicken, Breakfast Sausage, Bacon and Hot Dogs. I continue to be optimistic about the momentum we are building in the Applegate business. We also delivered excellent results in our Hormel pepperoni business both in foodservice and retail. Our teams continue to optimize the brand by focusing on our core products in the category and simultaneously leaning into our new Cup N' Crisp innovation. We plan to maintain our advertising efforts for Hormel pepperoni to ensure we retain the households we gained during the initial pandemic buying. Refrigerated food segment profit declined by 16%, due to lower foodservice sales, a significant decline in commodity, profitability and increased supply chain expenses due to COVID-19, profitability was also impacted by one-time start-up expenses related to our new plant in Omaha. Jennie-O volume decreased 2% and the sales increased 1%. We saw exceptionally strong retail and whole bird sales, which overcame significant declines in the foodservice and commodity. Our retail business grew double-digits this quarter with growth coming from almost every category in which we compete. We have taken price increases across our portfolio and expect those to be effective late in the second quarter. Whole bird volumes increased by strong double-digits, due to a very positive holiday season. Our foodservice business was impacted by lower K through 12 and college and university business in addition to continued weakness in the foodservice industry. Jennie-O Turkey Store segment profit declined 30%, lower foodservice sales increased supply chain costs related to the COVID-19 pandemic and higher freight expenses were key drivers to the lower profitability. Grain prices increased significantly during the quarter, but only had a modest effect on earnings. We expect the primary impact of higher grain prices to affect the coming quarters. In addition the pricing action, we have taken additional actions to manage higher corn and soybean meal costs. International volume decreased 5%, sales increased 13% and segment profit increased 61%. Once again the strong sales and earnings performance was led by our retail and foodservice business in China. SPAM, SKIPPY and beef jerky were all key drivers to growth in China, we remain very positive about the short and long-term prospects of our China business. We also saw a strong branded exports for brands like SKIPPY and SPAM. Similar to prior quarters, our affiliated businesses in the Philippines, South Korea and Europe continue to show high levels of growth. Looking to the balance of the year, I'm increasingly optimistic about delivering sales and earnings growth. As such we are establishing fiscal 2021 guidance for the full-year at $1.70 to $1.82 per share. As a reminder this guidance range does not include the impact of the acquisition of Planters. Similar to prior quarters, we believe there are three key drivers to our near-term and long-term performance. Retail dynamics, the recovery in the foodservice industry and the performance of our supply chain. Our retail deli and International teams need to maintain their momentum and outperform their respective categories. Our brands continue to gain new households and our repeat rates remain very strong. The depth of repeat, those consumers purchasing our brands multiple times is incredibly positive, but almost all new buyers for our brands making two or more repeat purchases during the first quarter. As a whole, our brands continue to make household penetration gains with brands like Herdez, La Victoria and Columbus increasing household penetration by over 20%. For the foodservice channel, we are optimistic about our foodservice recovery and confident in our ability to gain share during the recovery. During the pandemic operators have been looking for products to simplify their food preparation, save time and minimize labor, all while preserving the flexibility to add their own unique touch to a menu item. Our direct sales force continues to meet their needs with products like Hormel Fire Braised meats, Sadler's authentic smoke barbecue and Hormel, Bacon 1. The recent trends we are seeing in our foodservice businesses are positive. We have been able to react quickly to increase demand as cities and states have these dining restrictions, allowing patrons to return to their favorite restaurants. We also anticipate our non-commercial business such as K through 12 schools, colleges and universities and healthcare to recover as the pandemic subsides. The most encouraging signs we are seeing are in our supply chain. We made excellent progress on increasing capacity to meet the high levels of demand from our customers. Steady week-over-week improvements, lower levels of absenteeism, new capacity and a continued vaccine rollout are all reasons we have a positive outlook. Our supply chain team hit two major milestones this quarter, with the opening of our new dry sausage production facility in Omaha, Nebraska and the opening of our pizza toppings expansion at Burke. Both projects were on time and on budget, which is truly amazing considering both projects were constructed primarily during the pandemic. Our plant teams have made progress on labor availability and in almost every location, our labor situation has improved. We expect that trend to continue into the second quarter and beyond, as the vaccine becomes widely available for our team members. We now have a higher level of visibility into the coming quarters and remain confident in our team's ability to deliver our sales and earnings guidance this year. Record sales for the first quarter were $2.5 billion, an increase of 3%. COVID-related direct expenses of $15 million were the primary driver to pre-tax earnings declining $13 million or 5%. Absent the COVID expenses pre-tax earnings would have increased; total COVID expenses have started to decline from the prior quarterly run rate of $20 million. This was driven by higher volumes through our production facilities and improved efficiencies in our logistics network. Earnings per share for the first quarter was $0.41, compared to $0.45 last year. On an after-tax basis, first quarter results reflected approximately $0.04 per share in incremental COVID-related costs and higher tax expense. SG&A, excluding advertising was 6.6% of sales, down slightly, compared to the prior year. Advertising spend for the quarter was $34 million, compared to $35 million last year. We continue to invest in our leading brands including SPAM, SKIPPY, Hormel pepperoni, Black Label and Jennie-O. Operating margins for the quarter were 10.9%, compared to 11.8% last year. The decline was driven by COVID-related expenses and a continued to impact from lower foodservice earnings. Unallocated expenses included deferred compensation expenses related to tax settlement and deal fees. Our effective tax rate for the quarter was 19.7% last year's rate of 16.3% was affected by the large volume of stock options exercised in the quarter. Excluding the impact from the Planters acquisition, we expect the full-year tax rate to be between 20% and 21.5%. Cash from operations was $206 million during the quarter, a 9% increase. Even with record sales inventory levels continue to gradually improve throughout the quarter, due to improvements in operations, labor availability, internal capacity expansions and increased use of strategic manufacturing partners. We expect inventories to continue to build throughout the second quarter. There is a risk for inflationary pressure on freight expense, both domestically and internationally. However, we expect improved efficiency factors to offset some of the higher freight costs. We paid our 370th consecutive quarterly dividend effective February 16th at an annual rate of $0.98, a 5% increase over the prior year. During the quarter, the company repurchased 200,000 shares for $9 million. Capital expenditures were $40 million in the quarter, we opened the pizza topping expansion of Burke and the new dry sausage facility in Omaha. Work is also under way to expand our pepperoni capacity. The Company's target for the capital expenditures in 2021 is $260 million. Last Thursday, we announced the definitive agreement to acquire the Planters snack nut portfolio for an effective purchase price of $2.79 billion. The transaction was structured as an asset purchase and included a $560 million tax benefit. The adjusted 2020 EBITDA multiple on the effective purchase price of $2.79 billion was 12.5 times. This acquisition is financially attractive, our disciplined approach to valuation allowed us to secure our leading brand at a multiple below the industry average, take advantage of historically low rates, increase our company sales by 10%, improve the profitability of the portfolio with accretive margins and responsibly leverage our balance sheet. We expect to finance the transaction with cash on hand and a combination of long-term and short-term debt. We will be able to borrow the funds at approximately 1.5%, and expect to be able to significantly deleverage the debt in 18 to 24 months. We are targeting a 1.5 times leverage by 2023, and are very focused on retaining a strong investment-grade rating. The cash flows from our existing business along with Planters allows us to maintain our long-term capital allocation strategy. We will continue to prioritize returning cash to shareholders in the form of annual dividend growth. Industry operating efficiencies, labor availability and production levels continue to improve during the first quarter, driving less volatility in the hog market, compared to the back half of 2020. Hog weights are currently at historically high levels, which has led to balanced market conditions. In 2021, the USDA is projecting pork production to increase 1%. With an expected recovery in the foodservice industry and higher grain prices for the balance of the year, we anticipate hog cost to increase. Our balanced mix of hog and pork supply contracts will help us manage the risk of higher prices. The USDA composite cut out was in line with last year during the first quarter. Recently, we have seen strength in the cutout supported by strong demand for pork domestically and internationally. We continue to monitor export demand and ASF in China, Southeast Asia and Europe. ASF continues to be a risk in the pork industry. We have seen the disease could be successfully managed in areas with modern agricultural practices. We expect higher prices for pork with less volatility than last year. The strength of our brands and balanced approach to procurement, continue to be a competitive advantage. Pork trim markets are expected to remain higher during the second quarter of 2021 and declined in the back half, as labor availability and processing plants improves. Beef trim prices are expected to be lower in 2021. We anticipate belly prices to be volatile in the near-term, driven by strong demand and foodservice industry growth. Strong Chinese demand and drought conditions in South America continue to generate higher grain prices, which is expected to negatively impact Jennie-O Turkey Store. Like the pork industry, we are closely watching the fundamentals for grain. The primary factor, we are watching our global demand, planting intentions for the coming season and weather conditions in South America. We managed grain costs through a combination of spot buying, derivatives and adjusting feed formulas. Additionally, we have announced pricing action across all Jennie-O products to protect our profitability. We are prepared to take additional actions as conditions change. Fundamentals in the Turkey industry remain mixed, excess poult placements and cold storage are below year ago levels, while prices or commodity breast and thigh meat remain depressed, poult placements have been declining recently, which will likely lead to lower levels of supply. Because the foodservice industry is a key outlook for breast meat as the foodservice industry recovers breast meat pricing is expected to improve. We are finalizing the implementation plans for the Planters business. We will have the HR and Payroll functions integrated by the closing date. The finance and supply chain will be fully implemented within one year of closing. ","qtrly net sales of $2.5 billion, up 3%. qtrly diluted earnings per share of $0.41. sees fy earnings per share $1.70 to $1.82. qtrly grocery products volume up 4%. qtrly grocery products net sales up 7%. qtrly jennie-o turkey store volume down 2%. qtrly jennie-o turkey store net sales up 1%. hormel foods - international segment is poised to have a record year led by continued strength in china business, branded exports, global partnerships. expect continued improvement throughout supply chain as labor availability improves and pandemic-related expenses begin to subside. expect a recovery in foodservice business, given acceleration in shipments during recent weeks. qtrly international & other volume down 5%. qtrly international & other net sales up 13%. continued escalation in grain prices will require additional actions. qtrly international & other volume down 5% and net sales up 13%. " "If you did not receive a copy of the release, you can find it on our website at hormelfoods.com under the Investors section. On our call today is Jim Snee, Chairman of the Board, President and Chief Executive Officer; and Jim Sheehan, Executive Vice President and Chief Financial Officer. Jim Snee will provide a review of the Company's current and future operating conditions, commentary regarding each segment's performance for the quarter and a perspective on the balance of fiscal 2021. Jim Sheehan will provide detailed financial results and commentary regarding the Company's current and future financial condition. As a courtesy to the other analysts, please limit yourself to one question with one follow-up. It will also be posted on our website and archived for one year. Before we get started, I need to reference the Safe Harbor statement. It can be accessed on our website. Once again this quarter, I want to recognize the heroic work of our production team members. This team deserves much of the credit for our record sales results this quarter as they continued working to produce safe high-quality food for millions of consumers and customers. Our number one priority has been to keep our team members safe and our cross-functional COVID-19 leadership team is ensuring we are on the leading edge of the country's vaccination efforts. To date, we have fully vaccinated over 51% of our domestic workforce, which is well ahead of the country's vaccination rate. We are encouraged by the rapid decline in cases in our communities. From a top-line perspective, our balanced business model has again proven to be a winning formula as our team delivered record sales for the second quarter and first half. In total, sales for the quarter increased 8% compared to last year, and the sales increased over 5% for the first half of the year. A key driver of our sales performance is the rebound in our foodservice business. As expected our foodservice team experienced a strong recovery and took numerous actions to properly position our organization to capitalize on the industry recovery. For the quarter, foodservice sales increased 28%. This reflects an increase of 1% over 2019 pre-pandemic levels. This is a significant accomplishment, especially knowing where the industry was just a few short months ago. Since the beginning of the pandemic, our foodservice teams have been doing their part to support the industry. Within days of the crisis, we worked closely with our distributor and operator partners to assist their businesses in many different ways; whether it was a rebate program to offset food costs, extending payment leniency, helping adjust to the new takeout delivery and pickup environment or simply being available to personally check in with the restaurant tour to see how they're doing. Our confidence in the industry recovery never wavered. We know these actions benefited our distributor and operator partners and are playing a part in our outperformance of the broader industry trends. During this difficult labor environment, our experienced and tenured direct sales force is helping operators meet their accelerating demand with products that simplify their food preparation, save time and minimize labor, all while preserving the flexibility to add their own unique touch to a menu item. Products like Hormel Fire Braised meats, Sadler's authentic smoke barbecue, Fontanini authentic Italian meat, Hormel Bacon 1 fully cooked bacon, Wholly Guacamole and Jennie-O Turkey are uniquely positioned to meet this need. The brightest spot in our foodservice portfolio has been our pizza toppings business. Prior to the pandemic, we capitalized on the continued growth in this category, especially for premium products and invested heavily in capacity to meet future demand. We've also been investing in plant-based offerings and are seeing growth from our plant-based pepperoni and crumbles products. We are excited to leverage our expertise in the pizza toppings category to drive growth in plant-based toppings. With our new capacity expansion effort and with additional pepperoni capacity set to open at the beginning of fiscal 2022, we are set up nicely to meet the consistent growth we have seen in this space. With the foodservice industry recovery well under way, we will continue to strengthen our relationships with our valued partners, invest in our direct sales team and support the industry's return to growth with innovative, convenience and flavorful product solutions. In addition to foodservice growth, our retail and deli businesses also remained healthy with demand elevated compared to pre-pandemic levels. Total retail sales this quarter were flat to last year as we lapped the months when consumers were stocking their pantries in anticipation of the pandemic. Sales finished up 16% compared to the second quarter of 2019. And we continued to see strength from our leading brands such as SPAM, Applegate, Jennie-O, Black Label, Herdez and Wholly. As a reminder, we experienced an immediate and sustained demand surge for our shelf-stable products in the Grocery Products segment at the onset of the pandemic. The second wave of demand that impacted our perishable and refrigerated items happened weeks later in the third fiscal quarter. Sales in the deli channel increased 4% this quarter and are up 9% over pre-pandemic levels. Hormel Gatherings party trays delivered strong growth as consumers started to spend more time with family and friends, and consequently, are purchasing more products to entertain their guests. The Columbus brand remains a cornerstone for our deli business, and it is now benefiting from the opening of our new plant in Omaha, which is providing much needed capacity. Columbus is a leader in charcuterie, and we now have the capacity to continue expanding distribution. Across the retail and deli space, our consumer takeaway metrics continue to be positive according to IRI. Many of our brands have made large gains in household penetration, overall buy rates are improving and we are seeing an expansion in cross purchasing across our brands. E-commerce sales grew double-digits in the last 12 weeks, according to IRI, and we are gaining share in important categories. We will continue to increase our investment in this important channel. Throughout the quarter, our supply chain continued to improve as we were able to increase production levels through a combination of gaining efficiencies, increasing capacities and leveraging our strategic supply chain partners. Another area we have made great strides is in our distribution network. Over the last year, we have opened a new Grocery Products distribution center, and, in recent weeks, have opened a Refrigerated distribution center serving the West Coast. These strategic investments will reduce overall freight miles and costs, improve our customer service levels, support growth for our value-added businesses and reduce greenhouse emissions. From a bottom-line perspective, operating income showed a slight decline. We saw raw material and feed prices rapidly increase throughout the quarter. We have taken pricing actions in many categories, but did not see the full benefit of these actions during the quarter. As we have previously discussed, in volatile market conditions, pricing will lag the markets, which will shift profits to subsequent quarters. Net earnings and diluted earnings per share were flat to last year. A higher tax rate negatively impacted earnings by $0.01 per share compared to last year. Turning to the segments. Refrigerated Foods volume increased 3% and sales increased 17%, with growth coming from almost every division. Value added sales increased 18%, driven by a significant recovery in the foodservice businesses. As anticipated, we saw a rapid increase in foodservice demand as the quarter progressed. Almost all categories within the foodservice grew sales, led by our pizza toppings portfolio and brands such as Fontanini and Bacon 1. In fact, pepperoni, pizza toppings, Bacon 1 and Fontanini authentic Italian meats all showed growth compared to the second quarter of 2019. We also experienced a recovery in the premium breakfast portfolio, with growth from our Old Smokehouse brand. Additionally, we saw excellent growth from our premium prepared proteins, which include brands such as Austin Blues, Fire Braised, Cafe H and Sadler's. These items are key to our pre-strategy, items that are pre-marinated, pre-cooked, pre-sliced and fully prepared. As the industry recovery accelerates into the summer and labor remains the predominant challenge for most operators, our line of products offer convenient, safe, versatile and flavorful solutions. Our retail and deli teams delivered a strong quarter on the top line, with growth coming from products such as Black Label bacon, Hormel Gatherings, Applegate, Lloyd's Barbeque, Hormel Pepperoni and Columbus prepared foods items. Refrigerated Foods segment profit increased 32% due to higher foodservice sales, higher retail fresh pork profitability and decreased operational expenses due to abating COVID-19 cost pressures. International delivered its fifth consecutive quarter of record earnings growth, with sales increasing 17% and segment profit increasing 6%. The performance of the team in China remains impressive. Foodservice volumes have recovered to pre-pandemic levels, driven by growth from SKIPPY, pizza toppings, and bacon items. Retail demand for the SPAM and SKIPPY brands has also been outstanding. The Company's innovative offerings including beef jerky, SKIPPY snacking items and two new SPAM varieties are providing additional avenues for growth, and we remain confident in the long-term prospects for our China business. Branded exports also grew with growth coming from the SKIPPY and SPAM brands, higher foodservice sales and improved margins on the fresh pork items. In addition, our partners in the Philippines, South Korea and Europe continued to experience elevated demand for shelf-stable products. Grocery Products results were strong given the difficult comparison to last year due to the extremely high levels of demand experienced at the onset of the pandemic. Even though volume declined 14%, sales declined 8% and segment profit declined 23%, we are encouraged by the segment's performance as we have seen sustained consumer demand for many of our brands compared to pre-pandemic levels. Sales for center store brands such as SPAM, Hormel Chili, Compleats and Mary Kitchen hash were all over 20% higher compared to our second quarter of 2019. We will continue to support our leading brands including SKIPPY, SPAM, Compleats, Herdez, Wholly, Justin's and Hormel Chili, and we're resuming promotional activity as inventory levels normalize. Our MegaMex joint venture performed well, as equity and earnings increased 26%. Both Herdez and Wholly brands grew as consumers looked for authentic and convenient Mexican products to enhance their at-home eating occasions. The Herdez brand continues to outperform the salsa category. This brand has grown households by 3 million since the start of the pandemic and has introduced industry leading innovation to the marketplace in recent years. Following the highly successful performance of Herdez's Guacamole Salsa, we continue to expand distribution and grow share with two new product lines: Herdez Taqueria Street Sauces and Herdez Salsa Cremosas. Recently, Herdez also entered the hot sauce market with the introduction of Herdez Avocado Hot Sauce, another versatile offering that can enhance any meal. The Wholly brand had a strong quarter as well, as it continues to target consumers looking for convenient solutions to enjoy avocado offerings. Our recent innovations, including Wholly Smashed and Wholly Diced Avocado products solve for that consumer need. And as we saw across many of our refrigerated foodservice businesses, demand for avocado products in the channel started to return during the quarter. Jennie-O volume decreased 3% and sales increased 2%, a recovery in the foodservice business and higher whole bird sales drove the sales increase. Foodservice volumes were up double digits compared to last year. Demand for Jennie-O retail products such as Lean Ground Turkey remained above pre-pandemic levels. Jennie-O Turkey Store segment profit declined 54% due to the impact from higher feed costs. Grain prices continued to increase significantly during the quarter, while pricing action had yet to be fully reflected in the marketplace. Jim Sheehan will provide further commentary on the actions we have taken to manage higher corn and soybean meal costs. Looking to the balance of the year, we are increasing our full year sales guidance range to $10.2 billion to $10.8 billion, and reaffirming our earnings per share guidance range of $1.70 to $1.82 per share. As a reminder, this guidance range does not include the estimated impact of the pending acquisition of the Planters snacks nuts business. Our diversified and balanced business model gives us confidence we can perform well in many different economic scenarios and market conditions. We have a very positive outlook on the foodservice business as we head into the second half of the year. We are well positioned from an inventory and capacity standpoint to meet the demand from our distributor partners and operators, and are confident in our ability to gain share throughout the recovery. Additionally, we are increasingly confident that K-12 schools and colleges and universities will open and operate in a more traditional manner this fall. This should benefit both Refrigerated Foods and Jennie-O Turkey Store. We continue to see elevated demand in the retail, deli and international channels. We expect to further benefit from pricing actions, increased capacities on key product lines and continued improvements in our supply chain. This year, we have seen rapid increases in key input costs across our businesses, and we expect to operate in a high-cost environment for the remainder of the year. Our experienced management team has a proven ability to navigate and grow our business in volatile and inflationary market conditions. And once again, we will be leveraging our direct sales force to partner with our customers to mutually grow our businesses. As a reminder, our operations were heavily impacted by plant shutdowns, supply shortages and lower production throughput caused by the effects of the pandemic in the back half of fiscal 2020. This ultimately led to lower levels of inventory, which negatively affected the third and fourth quarters. Through the strategic actions we have taken to improve all facets of our operations and based on our record first half performance, we expect to benefit from more normalized operations in the back half of fiscal 2021. I am confident in our ability to continue growing and I'm looking forward to closing the acquisition of Planters next month. Record sales for the second quarter were $2.6 billion, an increase of 8%. First half sales increased 5% to $5.1 billion, also a record. Pre-tax earnings increased 2% for the quarter compared to last year. Diluted earnings per share for the quarter was $0.42 per share, flat to last year. Second quarter results reflected approximately $0.01 per share in incremental COVID-related costs and $0.01 in higher tax expense. SG&A, excluding advertising, was 6.5% of sales, down slightly to last year. Advertising spend for the quarter was $31 million. Operating margins for the quarter were 11.1% compared to 12.1% last year. Higher raw material and feed costs negatively impacted margins, as pricing lagged input cost increases. We have taken numerous pricing actions across the portfolio to protect profitability. The actions will take place early in the third quarter with additional pricing actions likely. COVID-related expenses were $6 million. The impact of COVID expenses continued to decline. Net unallocated expenses decreased due to higher investment income. The effective tax rate for the quarter was 22.1% compared to 20.6% last year. Excluding the impact from the Planters acquisition, we estimate the full year tax rate to be between 20% and 21.5%. We built inventory during the quarter in preparation for higher demand and to support continued growth for the remainder of the year. Our strategic action to build inventory was the primary driver of lower operating cash flow during the quarter. We paid our 371st consecutive quarterly dividend, effective May 17th, at an annual rate of $0.98, a 5% increase over the prior year. Share repurchases were minimal during the quarter. Capital expenditures were $45 million in the quarter. The Company's target for capital expenditures in 2021 is $260 million. During the second quarter, we saw dramatic increases in pork and hog prices. USDA composite cutout prices since January have increased more than $30, with all primals contributing to the increase. Key inputs such as bellies and trim increased 57% and 76%, respectively, during the quarter. Pork exports also set an all-time record in March due to African swine fever outbreaks in China, Southeast Asia and Europe. We anticipate strength in pork markets due to continued export demand and a foodservice recovery domestically. The USDA is now projecting pork production for the year to be slightly lower than 2020. Industry operating efficiencies are expected to improve as COVID pressures abate; however, labor availability, tighter hog supplies and reductions in the sow herd [Phonetic] support higher markets. Our balanced approach to hog import procurement mitigated cost volatility during the quarter. In high-cost and volatile environment, the strength of our leading brands and balanced approach to procurement continues to be a competitive advantage. The guidance range assumes elevated and volatile market conditions for the balance of the year, with some moderation heading into the fall. We expect hog price in the USDA composite cutout to remain well above year-ago levels due to strong domestic and export demand, along with tighter hog supplies. We anticipate prices to peak during the summer and gradually decline in the fall, consistent with the seasonal increase in harvest. Deli prices are projected to remain higher than last year in historical averages. We anticipate markets to stabilize near the current levels, but volatility due to lower cold storage levels and strong demand in the foodservice channel could cause inflationary pressure. Pork trim prices are expected to moderate from the current levels, but labor shortages across the industry remains a key risk to trim prices as limited boning capacity directly impacts trim supply and pricing. Due to the higher beef harvest levels in the summer months, beef prices are anticipated to be lower in the back half of 2020. In response to global supply and demand imbalances in corn and soybean meal, we have taken strategic hedges to fully cover grain costs for the remainder of the year. The positions also provide a benefit if markets decline. These hedges, coupled with the previously announced pricing actions, are expected to protect Jennie-O's profitability. Turkey poult placements and egg sets have declined. Inventory levels are lower compared to last year. The tightening of supply has led to higher whole turkey and thigh meat markets. We have also recently seen an increase in breast meat prices. A recovery in the foodservice industry remains the key driver for higher prices for this important market. We anticipate inflationary pressure on freight in the back half of the year. The tactical action to optimize our distribution network with two new DCs combined with improvements in load efficiencies will help mitigate a portion of the increase. We have obtained the required regulatory approvals for the acquisition of the Planters snack nut business. The scheduled close date is in June. ","hormel foods reaffirming fy earnings per share outlook range of $1.70 to $1.82 per share. reaffirming our fy earnings per share guidance range of $1.70 to $1.82 per share. qtrly net sales of $2.6 billion, up 8%. qtrly diluted earnings per share of $0.42. q2 refrigerated foods volume up 3%. q2 refrigerated foods net sales up 17%. qtrly volume of 1.2 billion lbs. , down 3%. " "If you did not receive a copy of the release, you can find it on our website at hormelfoods.com under the Investors section. On our call today is Jim Snee, Chairman of the Board, President and Chief Executive Officer; and Jim Sheehan, Executive Vice President and Chief Financial Officer. Jim Snee will provide a review of the company's current and future operating conditions, commentary and each segment's performance for the quarter, and a perspective on the balance of fiscal 2021. Jim Sheehan will provide detailed financial results and commentary regarding the company's current and future financial condition. As a courtesy to the other analysts, please limit yourself to one question with one follow-up. It will be posted on our website and archived for one year. Before we get started, I need to reference the Safe Harbor statement. It can be accessed on our website. In the third quarter, our team delivered the highest quarterly sales in the company's 130-year history, while operating in an environment, which included inflationary pressures and industrywide supply chain challenges. Our ability to deliver this performance demonstrates the strength of our balanced business model and strong consumer demand, as we grew sales in all four segments and all four sales channels on an organic basis. Also in the third quarter, we completed the acquisition of the Planters snacks nut business. This brand fits perfectly into our vision for Hormel Foods and is another step in our strategic evolution. The integration has been smooth, which has allowed us to effectively operate the business with no disruptions. These accomplishments were achieved by our team members who never lost sight of our long-term growth strategy in the face of unprecedented industrywide challenges. Now more than ever, our investments across all areas of our business are paying off and have allowed us to reach even more consumers when and where they are eating. Whether it is cooking a meal at home, snacking at work, eating at a local restaurant, hosting a gathering with family and friends or ordering food online, a Hormel Foods branded product will likely be an option. The proof is in our performance this quarter. Sales increased 20% on a volume increase of 1%. Compared to the third quarter of 2019, sales increased 25%. This all-time record performance was led by an acceleration in our Foodservice business, sustained demand for our retail and deli products, continued growth from our international business and pricing actions taken across the portfolio. Excluding a partial quarter of the Planters business, organic sales increased 14% and volume declined 2%. For the quarter, we saw an acceleration in our Foodservice business as sales grew 45% compared to last year. What is even more impressive is sales increased 17% compared to 2019 pre-pandemic levels. Our Enterprise Foodservice portfolio remains perfectly positioned to meet the most pressing need of today's foodservice operators, which is labor. Our products minimize labor, simplify food preparation and save time, all while preserving the flexibility to add their own unique touch to their menus. Hormel Bacon 1 fully cooked bacon, Wholly Guacamole, Fontanini authentic Italian sausages and Hormel Fire Braised meats are all excellent examples of products that are succeeding in today's environment. Our retail business also showed 9% growth compared to 2020. Compared to pre-pandemic levels in 2019, this business delivered outstanding growth of 31%. Brands such as SPAM, Hormel Black Label, Applegate, Jennie-O and Herdez continue to resonate with consumers. Sales in the deli channel increased 12% this quarter and are up 16% compared to pre-pandemic levels. Hormel Gatherings, Party Trays and Columbus charcuterie items showed another quarter of growth as consumers return to entertaining and spending time with family and friends. An important component of our growth in retail and deli is our e-commerce performance. We continue to invest in the digital space, and we are seeing strong results compared to pre-pandemic levels. Our International channel delivered impressive growth of 36% compared to 2020 and is 33% above 2019 levels. Improvement was led by branded exports and strength from the Multinational businesses in China and Brazil. Again, I cannot stress enough, how proud I am of our entire team, for delivering these impressive results, in the midst of an incredibly difficult operating environment, marked by significant inflation, labor challenges and supply chain disruptions. This not only demonstrates the team's ability to execute our long-term growth strategy, but also reinforces the power of our brands. On a consolidated basis, diluted earnings per share were $0.32, a 14% decline, compared to 2020. The decrease was due to one-time transaction costs, and accounting adjustments, related to the acquisition of the Planters business. Adjusted earnings per share were $0.39, a 5% increase. Our team did an excellent job actively managing through inflationary pressures and supply chain challenges. During the quarter, we continue to see inflation in labor rates, freight, supplies, raw materials and many other inputs, with an acceleration compared to the second quarter. Of note, we saw a very high level of inflation in pork input costs. To mitigate this inflationary pressure, we have taken pricing on almost every brand and product across our company. This is a testament to our successful pricing strategy, the power of our brands and the hard work of our entire team, especially our direct salesforce. As a reminder, there is a difference in how quickly pricing flows through by channel, and this can shift profits to later quarters. We have a track record of improving profitability through a market cycle and we expect margins to improve in the coming quarters. We also saw a drastic step-up in industrywide operational challenges, caused by labor shortages. This has impacted both our facilities and the operations of supplier and logistics partners. This has created a very complex operating environment, which led to an inability to fully meet customer demand. To address labor availability in our facilities, we are taking swift actions to hire and retain team members, implement automation across manufacturing facilities and simplify the portfolio. Our entire team, from operations to our direct salesforce, has done an excellent job adjusting, prioritizing and managing through this dynamic environment. Turning to the segments, Refrigerated Foods volume decreased 2%, sales increased 19% and segment profit was flat. Organic volume decreased 3% and organic sales increased 18%. Volume was lower, due to lower harvest levels and commodity sales, compared to last year. Our Foodservice business accelerated compared to the second quarter, with elevated levels of demand for all our branded products. Nearly every category grew volume and sales compared to last year, with standout performances from products like Hormel Bacon 1, pizza toppings and sliced meats. Bacon 1, Fire Braised, Fontanini, Applegate and pizza toppings were just some of the items that also grew volume and sales compared to 2019. Similar to prior quarters, we saw excellent growth from premium prepared proteins, which are the cornerstone of our pre-strategy, offering versatile and flavorful items that come pre-marinated, pre-sliced or pre-cooked. These items sold for the most pressing issues facing operators today, labor shortages. Brands like Bacon 1, Austin Blues, Fire Braised and Cafe H are designed to solve for this challenge and have never been as important or in higher demand than they are today. We saw momentum continue for our retail and deli brands in Refrigerated Foods as well. Products showing exceptional sales growth include Hormel Gatherings party trays, Hormel Black Label bacon, Hormel Fully Cooked entrees and Lloyd's Barbecue. The Columbus brand has shown no signs of slowing down, as consumers look for premium, authentic charcuterie. I'm pleased with the performance of our new charcuterie plant in Omaha, as the team is quickly filling up the new production lines. We are excited about the upcoming holiday season and expect a high level of demand for our innovative and premium Columbus product lines. International delivered its sixth consecutive quarter of record earnings growth, with volume up 2%, sales up 26% and segment profit up 18%. Organic volume increased 1%, and organic sales increased 24%. Total branded and fresh pork exports grew during the quarter. We continue to see strong growth from SPAM, Skippy and many foodservice brands around the world. Our business in China continues to perform well led by foodservice and from retail brands such as SPAM and Skippy. Our new item launches of Beef Jerky and Skippy Snacking items have also been very successful. Grocery Products volume increased 4%. Sales increased 20% and segment profit increased 1%. Brands, including SPAM, Hormel Complete and Wholly showed excellent growth in the quarter. We continue to see strong growth relative to 2019 pre-pandemic levels for brands such as SPAM, Hormel Complete, Dinty Moore, Mary Kitchen and Herdez. Organic volume decreased 6%, and organic sales were flat. Organic volumes faced difficult comparisons due to the extremely high levels of demand during the early parts of the pandemic. Additionally, we have rationalized capacity on numerous contract manufacturing items to support growth of our branded business. Our MegaMex joint venture delivered excellent results as equity in earnings increased 30%. The growth from the Herdez and Wholly brands are being driven by the tremendous level of innovation from MegaMex, with products such as Herdez Cremosa, Herdez Guacamole Salsa and Wholly Smashed Avocado. We are also extremely encouraged by our entry into the hot sauce space with Herdez Avocado Hot Sauce. Jennie-O volume increased 9% and sales increased 22%, a combination of a foodservice recovery and higher whole bird and commodity volumes drove the volume increase. Increase sales is due to higher volumes and pricing actions across the portfolio. Jennie-O Turkey Store segment profit declined 17%, driven by the impact from significantly higher fee and freight costs. While spot grain markets remained elevated during the quarter, the hedging actions we took stabilize the cost increases. Looking to the balance of the year, we issued our full year net sales and earnings guidance to reflect the Planters acquisition. We expect net sales to be between $11 billion to $11.2 billion and for diluted earnings per share to be between $1.65 to $1.69. This guidance reflects the addition of the Planters business and includes the associated one-time transaction costs and accounting adjustments in addition to the impact from inflationary pressures on our business. We expect a strong finish to the year as pricing actions continue to take effect, the foodservice industry continues to recover and from the addition of Planters. Looking beyond the fourth quarter, I feel very optimistic about the future. Our balanced portfolio with diversification across raw materials, channels and categories will allow us to perform well in many economic environments. Further, we never wavered on our commitment to employee safety and on making disciplined and strategic investments to ensure we are positioned to deliver long-term sustainable growth. Since the onset of the pandemic, we have made the following strategic investments. We opened a new Columbus charcuterie plant in Omaha, and we immediately invested in Phase 2, representing a major expansion of our pepperoni capacity. We completed the Pizza Toppings expansion at our Burke plant in Iowa, which significantly increased our capacity for Pizza Toppings. We have invested in R&D for plant-based products and launched our plant-based pepperoni and sausage crumble items at the Pizza Expo in mid-August. Additionally, we bolstered our innovation efforts by investing in new R&D centers, both domestically and in China. We expanded our distribution network for both the Shelf-Stable and Refrigerated businesses. We made further progress on building out our one supply chain by investing in systems, people and processes. We acquired Sadler's Smokehouse, which added capacity to support growth during the recovery in the foodservice industry. We completed the HR and finance portions of Project Orion and continue to work toward the multi-phase implementation of our supply chain. We continue to make investments in advertising for our leading brands. And finally, we made the company's largest investment ever, the acquisition of Planters. We are already seeing the benefits that a large iconic and well-known brand can have on our business. These are just some of the many investments we have made to further enhance our business and set us up for growth into the future. Third quarter sales were $2.9 billion, an all-time record for the company. Net sales and organic net sales increased 20% and 14%, respectively, compared to last year. Segment profit increased 2% for the quarter, driven by strong results in the International segment, Foodservice growth and the addition of Planters. Earnings per share were $0.32. Adjusted earnings per share, excluding one-time costs and accounting adjustments related to the acquisition of Planters was $0.39, a 5% increase. COVID-related expenses during the quarter were immaterial. Adjusted SG&A was 6.9% of sales compared to 7.6% last year. Advertising for the quarter was $31 million, an increase of 25%. Adjusted operating margins for the quarter were 8.7%, a decrease from 10.5% last year. We expect margins to show sequential improvement in the fourth quarter as the impact of pricing actions continue to take effect. Net unallocated expenses increased as a result of the one-time acquisition-related costs for Planters and net interest expense. The effective tax rate for the quarter was 13.3%. The primary driver of the decline was a large volume of stock options exercised during the quarter and a one-time foreign tax benefit. The revised guidance range assumes a full year tax rate between 19% and 20.5%. Operating cash flow declined compared to last year, impacted by working capital from the Planters acquisition and higher levels of inventory. Inventory levels were unseasonably low last year during the third quarter. We paid our 372nd consecutive quarterly dividend, effective August 16 at an annual rate of $0.98 per share, a 5% increase over 2020. This completes the 93rd consecutive year of uninterrupted dividend payments. Capital expenditures were $54 million in the quarter. The company's target for the capital expenditures in 2021 is $260 million. The Planters acquisition represents a change to the company's capital structure. In June, we issued $2.3 billion of notes in three, seven and 30-year tranches. This debt was incremental to the $1 billion of 10-year notes we issued in 2020. Including the treasury locks, the weighted average cost of debt is 1.6% and the weighted average maturity is 10.4 years. This attractive debt profile is an ideal balance for our business. We will continue to use a disciplined waterfall approach to capital allocation, which includes three areas: required, strategic and opportunistic uses of cash. I expect no changes to dividend growth or our capex strategy. We are committed to an investment-grade rating and plan to deleverage to 1.5 to 2 times debt-to-EBITDA over the next two to three years. The business experienced significant inflationary pressures on pork input costs during the quarter. The dramatic increase in pork and hog prices continued in the third quarter. Hog prices were up 250% compared to 20-year lows last year. Additionally, the prices of pork remained elevated caused by the recovery in the foodservice and the strong worldwide demand. The USDA composite cutout was up 50% compared to last year and 20% compared to the second quarter. Trim and belly prices also experienced inflationary pressure with significant volatility. Compared to the prior year, belly prices were 62% higher and trim prices were 27% higher. The business benefited from the balanced approach to hog and pork procurement as we purchased hogs in aggregate at prices lower than the market. However, the rate of the drastic rise in the total pork input costs negatively impacted profitability. The latest estimates from the USDA indicate pork production for the year to decrease 2% compared to 2020. Lower harvest levels, lighter carcass weights and labor shortages across the industry support higher markets near-term. We're closely monitoring the discovery of African swine fever in the Caribbean and labor availability across the industry. Both factors could impact input costs going forward. Fundamentals in the turkey industry improved during the third quarter. Higher prices for commodity items, including breast meat, size and whole turkeys were a benefit to the quarter. Additionally, egg sets and poult placements declined. Cold storage remains significantly below historical averages. Higher operating costs offset the market benefits. Inflationary pressure on corn and soybean meal have resulted in substantially higher feed costs. The strategic hedges on corn and soybean meal have stabilized feed costs. We also absorbed higher costs for freight, packaging, supplies and labor. We are actively managing our logistics network and supplier partnerships to minimize cost increases. Across the portfolio, pricing actions were effective, but from a timing standpoint, trailed inflation during the quarter. We expect to recover lost profitability due to inflation in the coming quarters as conditions normalize and pricing actions expand. The strong demand for our key products during the price increases is a testament to the strength of our leading brands. The guidance issued for the remainder of the year includes the impact of Planters and the expectations of continued inflationary pressure and volatile market conditions. Although the third quarter had its challenges, it also included significant financial milestones. We closed the largest acquisition in the company's history. We financed the transaction by leveraging the balance sheet through an attractive debt structure in both interest rates and tenure, all while maintaining our investment-grade rating. We move into the future with a more efficient capital structure, stronger brands and continued financial strength to invest in our business. ","q3 earnings per share $0.32. q3 sales rose 20 percent to $2.9 billion. , up 1%; organic volume down 2%. qtrly refrigerated foods volume down 2%; organic volume down 3%. qtrly refrigerated foods net sales up 19%; organic net sales up 18%. sees 2021 net sales guidance $11.0 - $11.2 billion. sees 2021 diluted earnings per share guidance $1.65 - $1.69. hormel foods qtrly refrigerated foods volume, net sales, segment profit were negatively impacted by production constraints due to labor shortages. " "Joining me on the call today are Todd Meredith, Bethany Mancini, Rob Hull and Kris Douglas. These risks are more specifically discussed in a Form 10-K filed with the SEC for the year ended December 31, 2020. Today, I'll discuss current healthcare utilization trends, our second-quarter results and our external growth momentum. And I'll describe how our strategy delivers steady growth quarter after quarter. And I'll close by touching on a few of our internal initiatives. First, we're pleased to see that most providers are back to normal in terms of utilization. Healthcare providers have proven their ability to operate throughout the pandemic. Patients have returned to their doctors and we're hearing from our tenants that outpatient procedures are back to or above pre-pandemic levels. Even more encouraging, physicians and health systems are telling us their businesses are growing and they need more space to meet demand. This underscores our view that healthcare utilization is poised to continue growing on a consistent annual basis propelled by aging demographics. Turning to our results; we reported same-store NOI growth of 2.9% for the second-quarter, which puts us back in line with our historical average of about 3%. Looking ahead, we're well-positioned to sustain these steady levels of internal growth. We continue to see the benefits of operating in dense markets with high barriers to entry. This insulates us from new supply and facilitates steady rent growth. As rents rise, we're well-positioned to benefit from shorter lease terms which gives us the ability to increase rents more often. With respect to external growth, we're truly firing on all cylinders. Year-to-date, we've acquired 21 properties for over $400 million. We're well on our way to meet or exceed our 2020 acquisition volume, which was our best year ever. And we're confident in our ability to continue this momentum. Today we're seeing aggregators sell portfolios comprised of lower quality, often isolated assets at premium cap rates. This is driving relative cap rate compression, especially on portfolios. What makes us different is that we're sourcing individual quality assets at attractive prices in better markets and building on our strategic clusters. Our ability to smoothly integrate properties into our existing operations reflects the value of our platform. Another source of value creation is our development pipeline, which includes over $1 billion of embedded growth opportunities. As an example, here in Nashville, we're starting an on-campus redevelopment project involving a property we've owned for over 15 years. Sites of the existing building, we're constructing a larger lead-certified medical office building at the center of the Ascension St. Thomas Midtown campus. This strengthens our relationship with St. Thomas and builds on our cluster of nearly 1 million square feet in Nashville. Our strategy is straightforward; we focus on markets with strong demographic trends and partner with leading health systems. In today's competitive environment, our local market knowledge and industry relationships help us source new investments and attract new tenants. Our cluster strategy amplifies these benefits, and we gained scale and efficiency as we lease and manage more and more properties in close proximity. In terms of location, we target properties on and adjacent to campus complemented with nearby off-campus facilities where we can drive incremental returns. We're able to further enhance our yields by engaging in targeted development projects in utilizing our joint venture partnership which widens our opportunity set. The strategy has paid off in contrast to many other REITs whose results were hard hit during the volatility of the last 18 months, we've delivered growth in FFO per share each quarter. Over the long term, our strategy creates value for shareholders through the steady compounding of cash flows. Before I hand the call over to Bethany, let me take a few moments to highlight some recent initiatives. We believe the depth and breadth of our team as well as the long tenure of our leadership is the driver of our success. I'm pleased to announce that we recently promoted Julie Wilson to Executive Vice President of Operations. Julie has been with us for over 20 years and this promotion highlights her leadership and the growth of our platform in that time period. Julie now has oversight of our portfolio operations, as well as marketing, technology and ESG groups. And with respect to ESG, we continue to dedicate resources to this important effort. Our ESG program will now be led full-time by Carla Baca. This year, we completed our second gross survey [Phonetic] and later this year, we'll release our third Corporate Responsibility Report. Health systems are reporting strong momentum in elective care and patient utilization across the Board. Performance was better than expected in the second quarter for the public hospital companies. One of the main drivers for their recovery and growth outlook is outpatient volume. Physicians have been able to ramp up patient visits in surgeries more quickly than hospitals in most markets. MG&A reported positive average growth in physician compensation for 2020, a sign of strength amid the shutdown of routine care and elective surgeries. Ambulatory outpatient settings have also experienced strong employment growth throughout the recovery. In 2021 physician offices continue to be a bright spot for job gains in the healthcare sector, which bodes well for medical office space demand. Physicians are expanding into larger practice groups to lower administrative costs, increase market share and utilize external capital to fund growth. Healthcare providers are also benefiting from a public health policy environment that continues to support positive reimbursements and expanded health insurance coverage. More than 2 million people gain insurance through ACA exchange marketplaces during a special enrollment period after Congress increased the availability of subsidies last year. Congress is focused now on extending the two-year expansion of ACA subsidies and exchange eligibility in the upcoming budget and infrastructure bill. The legislative agenda should provide a stable backdrop for providers as they meet greater patient demand and pursue growth initiatives. On the regulatory side, CMS is pursuing several avenues to lower healthcare costs. President Biden issued an executive order in July mandating the FTC to increase scrutiny of hospital consolidation and anti-competitive practices among providers. CMS also continues to implement regulations on price transparency, requiring a list of hospitals' prices to be published of their most common services. It remains to be seen if consumer-friendly disclosures will change patient behavior when choosing their care. But these efforts to lower cost growth and ensure competition should accelerate incentives for healthcare delivery in outpatient settings. The correlation of health policy, hospital regulation and outpatient trends is continuing to advance the nation's demand for medical office facilities. The opportunities that lie ahead position HR's portfolio and external growth prospects well within the rising tide of healthcare services. Investor demand for MOBs has accelerated, highlighted by the resilience of the asset class over the last 18 months. As a result, cap rates have continued to trend lower. We have also seen an uptick in the number of portfolios in the market as MOB aggregators seek to capitalize on this demand in attractive pricing. In our view, most of these portfolios of disparate assets are richly priced at 50 to 100 basis points over similar quality individual properties. In contrast, our strategy is to curate a high-quality portfolio clustered in dense, growing markets by targeting the properties we won. We have been busy on the acquisition front. We closed on 14 buildings for $336 million since the end of March. These acquisitions had a blended initial cap rate of 5.2% with another 30 basis points of embedded upside through lease-up. Three-quarters of these acquisitions are located directly on campus and all are located in existing markets. The average 10-mile population density around these assets is over 900,000 and the projected growth of 5.4% is nearly double the US average. These assets also illustrate our cluster strategy and the depth of our existing health system relationships. As an example, we acquired five buildings associated with Centura Health, a leading system in Colorado, that we have worked with for over a decade. We now have over 1 million square feet with Centura and expect to add more over time. Year-to-date; we have completed $412 million of acquisitions, adding 1.1 million square feet to our portfolio. Given the strength of our activity year-to-date and a robust pipeline, we are raising our acquisitions guidance. The increased range is now $500 million to $600 million. In this competitive environment, we are also taking advantage of the strong pricing to recycle capital into investments with better long-term growth prospects. We have closed on approximately $115 million of sales year-to-date. We are raising our disposition guidance to $115 million to $175 million for the year. In our development pipeline, we see increased momentum as hospitals expand their outpatient programs. In Nashville, we kicked off a development that is highly integrated with Ascension St. Thomas Midtown Hospital. We're building a 106,000 square foot LEED-certified MOB with a subterranean parking garage. And it will also include a new shared front entrance with a women's services tower of this leading hospital. Our budget is $44 million and construction will take approximately two years. At completion, we will have almost 450,000 square feet on this campus and nearly 1 million in the dense healthcare corridor of Nashville. What's important is developments like these strengthen our provider relationships and our attractive avenue to create value. We target development yields of 100 to 200 basis points above comparable stabilized assets. In closing, our focus on relationships in clusters means that the investments we are making today will lead to more investments tomorrow. With our increased acquisitions guidance, we are on pace to deliver robust accretive net investment activity for the year. Our second quarter results reflect the steady growth of our MOB-focused business. Normalized FFO per share was $0.43, up $0.01 from a year ago. This is driven from the contribution of the $500 billion [Phonetic] and net acquisitions completed over the past 12 months along with meaningful same-store growth. Second quarter same-store NOI increased 2.9%, which is in line with our long-term outlook. Trailing 12 months same-store NOI growth was 2.3%, up from 2% in the first quarter. The year-over-year second quarter NOI growth benefited from a few key items. First, the 4.9% increase in expenses appears to be above normal. However, keep in mind, we're coming off of quarantine-impacted lows from last year. On a compound annual growth rate basis from second quarter 2019, expenses grew just under 1%. This is below our long-term expectation of 2% to 2.5%. Second, parking income is essentially back to pre-pandemic levels. The rebound generated year-over-year growth of 45% in parking income for the quarter. Finally, the $700,000 reserve for COVID rent deferrals booked in second quarter last year is boosting year-over-year -- the year-over-year comparison. As a reminder, we reversed the majority of the reserves in the third and fourth quarter of 2020, as the deferrals were repaid. When you're updating your models, please keep in mind that this reversal together with normalizing expenses will dampen year-over-year growth in the next two quarters. But the real takeaway is the consistent embedded growth in our portfolio. The portfolio average in-place contractual rent increase is approaching 2.9%. For our second quarter lease renewals, the average cash leasing spread was 2.8%. Year-to-date, cash leasing spreads have averaged 3.8%, which is at the high end of our 3% to 4% target range. Releases commencing in the second quarter, our average future contractual increase is 3.1%, 20 basis points higher than our in-place average. This reflects our pricing power derived from our quality portfolio and attractive markets. With respect to occupancy, we are still catching up from last summer. And like most in the real estate sector, we are working through the impact of delays and permitting and construction. On average, we have seen build-out timelines increased by approximately 30%. In some high-growth markets like Dallas, permitting timelines have more than doubled. As a result, our same-store average occupancy was down 50 basis points year-over-year. While these delays may persist in the short run, we are optimistic about our ability to drive improvements in occupancy moving into next year. Tours and interests are strong across our portfolio as physicians seek space for their expansions. And over the long term, the projected growth in outpatient care will drive the need for more medical office real estate. Regarding our balance sheet and liquidity, net debt to EBITDA was 5.1 times, down from 5.3 times in the first quarter. During the second quarter, we funded $223 million of investments with $66 million of dispositions, $38 million from our joint venture partner as well as the settlement of $160 million of forward equity contracts. As we look ahead, we have ample liquidity to fund our growing pipeline of acquisitions. We have $150 million of forward equity contracts remaining to be settled in addition to cash and other liquidity sources. The year-to-date FAD payout ratio is 85% with moderate maintenance capex in the first half of the year. We expect maintenance capex to increase as we move to the back half, but the payout ratio to remain below 90% for the year. The events of the past 18 months more than proved the resilience of our portfolio. We believe the strong underlying demand drivers for outpatient care will help drive internal and external growth. These tailwinds when combined with low leverage and access to multiple sources of capital will continue to drive compounding per share growth. ","q2 adjusted ffo per share $0.43. qtrly normalized ffo per share totaled $0.43. " "Please note, that the information presented is preliminary and based upon data available at this time. Except to the extent required by law, we expressly disclaim any obligations to update earlier statements as a result of new information. For the fourth quarter 2020, Hilltop reported net income of $116 million or $1.35 per diluted share, representing an increase from the fourth quarter 2019 of $67 million or $0.81 per diluted share. This included a final settlement from the sale of National Lloyds of $3.7 million or $0.05 per diluted share. Return on average assets for the period was 2.8% and return on average equity was 21%. Full-year 2020 net income equated to $448 million or $5 per diluted share. This was an increase from $225 million or $2.44 per diluted share in 2019. Full-year results reflect a discontinued operations from National Lloyds of $38 million. The fourth quarter capped off remarkable year of growth for the organization. We continued to capitalize on a tremendous mortgage market, as originations for the quarter totaled $6.8 billion, an increase over prior year of $2.4 billion. Driven by PPP loan balances, the Bank's average loans for the fourth quarter increased 8% from prior year, and average deposits grew by $2.3 billion or 26% from prior year as well. Net revenues at the broker-dealer increased for the same period by $37 million or 33%, primarily due to robust volumes in Structured Finance, Public Finance and Fixed Income businesses. Our strong capital position in 2020 enabled us to distribute $241 million in both dividends and share repurchases. This includes the Dutch auction tender that was executed in the fourth quarter, were Hilltop paid $193 million to repurchase approximately 8 million shares of common stock. Yesterday, our Board of Directors declared a quarterly cash dividend of $0.12 per common share, an increase of 33% from the prior quarter. This dividend is payable on February 26th, 2021. During the period, we continued to support our impacted banking clients through the approval of COVID-related loan modifications. The balance of total active deferrals as of December 31 was $241 million -- excuse me, $240 million, down from $968 million at the end of the second quarter. Our allowance for credit losses as of December 31 totaled $149 million or 2% of the Bank's loan portfolio. This reflects a reduction in the reserve balance of $6.2 million from the third quarter, which was driven by fourth quarter payoff, lower-than-expected charge-offs and a shift in the economic outlook. 2020 was a challenging year for all of us, where I believe made us a stronger and better company. I'm very proud of our teammates companywide and how they responded to take care of each other, as well as our clients and the communities we serve. At the onset of the pandemic, our treasury and capital markets teams immediately pulled together to manage the volatility which occurred and to ensure our businesses had ample liquidity to serve the needs of our clients. As well, the coordinated efforts of our technology, property management and human resources groups, enabled us to effectively transition 90% of our employees to a work-from-home model, in less than 30-days. Although the pandemic caused Hilltop to change the way we work, it did not deter our company from making progress on large and complex initiatives. Also notable, our team at PlainsCapital Bank originated 2,800 PPP loans and deferred loan payments in a few short months, for their commercial and consumer clients that were most impacted by the pandemic. Their efforts in partnering and supporting our banking clients, highlight the culture of PlainsCapital and the quality of our bankers. 2020 was also a record-breaking year for the company. As prime lending funded a record $23 billion in mortgage loan, Hilltop Securities generated record net revenues of $530 million and Hilltop produced record earnings. Importantly, we do not expect these favorable market conditions to continue indefinitely. As we embark upon 2021, we believe that Hilltop is well positioned with established businesses, synchronized leadership and substantial capital. Moving to Slide 4. PlainsCapital Bank had a solid quarter, with pre-tax income of $59 million, as a negative provision of $3.6 million was recorded. Net interest income increased $11 million from Q4 2019, driven by fees and interest income from PPP loans. Net interest margin was 3.37% during the period, a linked quarter increase of 35 basis points, as the Bank utilized cash proceeds from PPP loan pay-offs to reduce sweep deposits from Hilltop Securities. PrimeLending had an outstanding fourth quarter and generated pre-tax income of $84 million, an increase of $76 million from Q4 2019. That was driven by a 54% increase in origination volumes and a gain on sale margin of 448 basis points, a strong finish to an incredible year for the PrimeLending team. HilltopSecurities, also had an outstanding quarter with pre-tax income of $34 million, an increase of $10 million or 42% from the fourth quarter of 2019. Structured Finance grew net revenue by 92% from Q4 2019, driven by a 57% increase in TBA lock volume. Public Finance Services grew net revenue by 32% and Fixed Income Services grew net revenue by 45%, both driven by robust volumes, improved capabilities and key talent addition. Moving to Slide 5. In late 2017, we announced a broad set of initiatives to enhance our platform and streamline operations with the goal of lowering operating costs, and building a foundation for future growth. Our goal was to deliver $84 million and run-rate PPNR benefit by the end of 2021. Through the end of 2020, we have completed projects that have resulted in $90 million in revenue and cost benefits. This program was centered around three main areas. Enhanced Business Operations, Strategic Sourcing and Shared Services. In the first area of Enhanced Business Operations, we streamlined front-end operations through the replacement of legacy core systems with the Blue Sage loan origination system at PrimeLending and with the FIS platform in HilltopSecurities. Also, we improved the alignment of leadership and management through affecting succession plan and making certain large organizational changes, such as the PrimeLending staff reorganization in 2018 and the restructuring of Hilltop's [Indecipherable] organization in 2019. Additionally, we established a agency MBS group at HilltopSecurities, which is a securitized product platform that complements our mortgage origination businesses. In the second area of Strategic Sourcing, the focus was to take advantage of the size of our organization, in order to improve our pricing and discounts with all vendors. In order to do this, we implemented an enterprise contract and procurement platform to better enable the organization to work effectively with contracts and across vendors. A single travel and entertainment platform to aggregate data and leverage our scale for better rates and discounts and a consolidation of supplier sourcing, which includes IT hardware and software, it's in janitorial services, and office supply. Notably, Strategic Sourcing has been a huge effort and is showing very positive results, that we will continue to leverage as we negotiate contracts. The focus of the third and last area was to build a Shared Services organization to support the entire enterprise. We had redundancy across the organization in most functional departments. And through the centralization of certain responsibility, we now have better controls, communication and run rate costs. Most importantly, our Shared Services organization has positioned us for enhanced scalability to support both organic and acquisitive growth. I'll start on Page 6. As Jeremy discussed, for the fourth quarter of 2020, Hilltop reported consolidated income attributable to common stockholders of $116 million, equating to a $1.35 per diluted share. Hilltop produced income from continuing operations of $113 million or $1.30 per diluted share during the fourth quarter. For the full-year of 2020, Hilltop reported consolidated income attributable to common stockholders of $448 million or $5.01 per diluted share. Income from continuing operations available to common stockholders equated to $409 million or $4.59 per diluted share. Earnings per share from continuing operations effectively doubled from $2.30 reported in 2019. During the fourth quarter, revenue related to purchase accounting was $5.7 million and expenses were $1.4 million, resulting in a net purchase accounting pre-tax impact of $4.3 million for the quarter. In the current period, the purchase accounting expenses largely represent amortization of deposit and other intangible assets related to prior acquisitions. During the fourth quarter, the provision for loan losses reflected a net recovery of $3.5 million and included $2.7 million of net charge-offs. The impacts of the improvements in the macroeconomic assumptions, as well as client pay-downs and pay-offs, yielded a net reduction in the allowance for loan losses during the quarter. As a result of the earnings performance and capital actions taken in 2020, Hilltop's year-end capital ratios remain strong with common equity Tier 1 of 18.97% and a Tier 1 leverage ratio of 12.64%. Moving to Page 7. As shown here on Page 7, Hilltop's allowance for credit losses declined by $6 million versus the third quarter of 2020, as modest improvements in the macroeconomic outlook versus the prior quarter and lower specific reserves resulting from payoffs, whereby clients were able to refinance their debt with other institutions, lowered our at-risk assets. Year-end allowance for credit losses of $149 million, yielded ACL to bank loans HFI ratio of 2.05% as of the year-end 2020. Of note, we continue to believe that the allowance for credit losses could be volatile and the changes in the allowance will be driven by net loan growth in the portfolio, credit migration and changes to the macroeconomic outlook over time. I'm turning to Page 8. Net interest income in the fourth quarter equated to $107 million, including $6.3 million of PPP origination fees and the previously referenced purchase accounting accretion. Versus the prior year -- quarter, net interest income decreased by $3.4 million or 3%. Net interest margin, which declined versus the prior year period, increased versus the third quarter of 2020 by 15 basis points, driven by the recognition of deferred PPP origination fees and a decline in our cash balances of approximately $500 million. Loan yields remain pressured and deposit cost remain somewhat elevated as a result of higher brokered deposit and CE balance. During the quarter, loan originations including credit renewals, maintained an average book to yield of 3.97%, which is lower than the third quarter of 2020 originations by approximately 7 basis points. Although interest bearing deposit costs declined by 5 basis points in the quarter, as we continue to lower customer deposit rates and return broker deposits where appropriate. We expect that net interest income and net interest margin will remain pressured as overall market rates remain low, putting pressure on loan, held-for-sale yields and new production yields across the commercial portfolio and the competition could remain aggressive over the coming quarters. I'm moving to Page 9. Total non-interest income for the fourth quarter of 2020 equated to $448 million. Fourth quarter mortgage-related income and fees increased by $140 million versus the fourth quarter of 2019. During the fourth quarter of 2020, the environment in mortgage banking remained strong and our business outperformed our expectations in terms of origination volumes, principally driven by lower mortgage rates, which drove improved demand for both refinance and purchase mortgages. Versus the prior year quarter, purchase mortgages increased by $725 million or 25% and refinance volumes improved substantially, increasing by $1.7 billion or 116%. While volumes during the quarter were very strong, gain on sale margins also improved by 8 basis points to 448 basis points versus the third quarter of 2020. While we're expecting wholesale margins could be somewhat volatile during 2021, we expect full-year average margins to move within a range of 360 basis points to 385 basis points, contingent on market conditions. Other income increased by $31.5 million, driven primarily by improvements in sales and trading activities in both Capital Markets and Structured Finance businesses at Hilltop Securities. Favorable market conditions resulted in a 57% increase in TBA lock volumes versus the prior year period. These businesses continue to realize the benefits of the investments we have been making to improve our securitized products, structuring, sales and distribution capabilities since the third quarter of 2018 and while we believe these investments will continue to provide ongoing benefits, it is important to recognize that these businesses can be volatile from period-to-period, as they are impacted by interest rates, overall market liquidity and production trends. Turning to Page 10. Non-interest expenses increased from the same period of the prior year by $94 million to $402 million. The growth in expenses versus the prior-year were driven by an increase in variable compensation of approximately $79 million at HilltopSecurities and PrimeLending. This increase in variable compensation was linked to strong fee revenue growth in the quarter, compared to prior year period. Looking forward, we expect that in 2021, our revenues will decline from the record levels of 2020, which will put pressure on our efficiency ratio. That said, we remain focused on continuous improvement, leveraging the investments we've made over the last few years to aggressively manage fixed cost, while we continue to further streamline our businesses and accelerate our digital transformation. Turning to Page 11. Total average HFI loans grew by 7% versus the fourth quarter of 2019. Growth versus the same period in the prior year, was driven by growth in PPP loans, principally during the second quarter. End of period banking loans remained stable versus the prior year period, as commercial loan demand has remained tepid throughout the pandemic. As we noted on our prior earnings call, we are planning to retain between $30 million and $50 million per month of consumer mortgage loans originated at PrimeLending, that have offset demand from our commercial clients, subject to market conditions. During the fourth quarter of 2020, PrimeLending locked approximately $145 million of loans to be delivered to PlainsCapital over the coming months. These loans had an average yield of 2.79% and average FICO and LTV of 780% and 62% respectively. Moving to Page 12. This page highlights the ongoing work our banking and credit teams have been doing to support our clients throughout this pandemic. As noted, as of 12/31/2020, Hilltop had approximately $240 million of loans on an active deferral program. This represents a decline of 75% from the active deferrals of $630 million. In total, this portfolio of loans carries an allowance for credit losses of 17.3% and is concentrated in our Hotel and Restaurant portfolios. It is important to note, that we are managing this portfolio of clients and exposure, consistent with our existing credit policies and as a result, during the third and fourth quarters of 2020, the credit rating of these clients were reviewed and in many cases were adjusted to reflect the current financial situation for each of these borrowers. As a result, of the $240 million of loans on active deferrals, $202 million are currently rated as criticized loans. We remain focused on supporting our clients through the challenging times, while continuing to protect the Bank's capital. Turning to Page 13. During the quarter, net charge-offs equated to $2.7 million or 15 basis points of total HFI loan. As is shown on the graph at the bottom right of the page, the allowance for credit loss coverage at the bank ended 2020 at 2.05%, including both mortgage warehouse lending, as well as PPP loans. We continue to believe that both mortgage warehouse lending, as well as our PPP loans, will maintain lower loss content over time. Excluding mortgage warehouse and PPP loans, the Banks' allowance for credit loss to loans HFI ratio equates to 2.48%. Turning to Page 14. Fourth quarter average total deposits were approximately $11.2 billion and have increased by $2.3 billion or 26% versus the fourth quarter of 2019. Throughout the pandemic, we've continued to experience abnormally strong deposit flows from our customers, driven by government stimulus efforts and shifting client behaviors, as customers remain cautious during these challenging times. During the fourth quarter, customer deposits grew by approximately $392 million from 9/30/2020. Offsetting this growth in the fourth quarter, was the return of an additional $200 million in HilltopSecurities sweep deposits and the maturity of $272 million of broker deposits, which we have and will continue to allow them to enroll over the coming quarters. At 12/31, Hilltop maintained $731 million of broker deposits and maintain a blended yield of 44 basis points. Of these broker deposits, $469 million will mature by 6/30 of 2021. These maturity broker deposit maintain an average yield of 40 basis points. While deposit levels continue to remain elevated, it should be noted that we remain focused on growing our client base and deepening wallet share through our treasury products and services. These efforts have been successful in 2020 and we expect that they will continue to accelerate in 2021. I'm moving to Page 15. During the fourth quarter of 2020, PlainsCapital Bank generated solid profitability producing $59 million of pre-tax income during the quarter. The Bank benefited from the previously mentioned provision for credit losses recapture of $3.5 million and the recognition of $6.3 million of PPP dues. Non-interest expenses in the quarter reflect a writedowns on certain OREO assets of $3.8 million, which did cause the efficiency ratio to drift higher this period. This year has presented a number of challenges for PlainsCapital, we were very pleased with the resiliency of our client and teammates across the business. As Jeremy mentioned, the team delivered for our clients by providing approximately 2,800 PPP loans in 2020 and deferring payments for those customers that have been most impacted by the pandemic. The work this year demonstrates a solid balance of customer support, while protecting the principle of the Bank and Hilltop. In 2021, the team remains focused on providing great service to our client and delivering profitable growth, while maintaining a moderate risk profile. I'm moving to Page 16. PrimeLending generated pre-tax profit of $84 million for the fourth quarter of 2020, driven by strong origination volumes that increased from the prior year by $2.4 billion or 54%. As noted earlier, gain on sale margins expanded during the fourth quarter. In previous calls, we discussed the retention of MSRs during the second and third quarters. This continued during the fourth quarter and the MSR asset ended the year with a value of $144 million. Throughout the second half of 2020, we reduced our retention percentage of servicing rights on sold loans for 57%. We expect to continue to retaining servicing assets at these levels during the first half of 2021, subject to market conditions and we will be looking to potentially execute bulk sales throughout the year, if market participation is robust. 2020 reflects a record year for PrimeLending by almost all measures. We are grateful for the teamwork and effort put forth across Hilltop and PrimeLending to deliver these outstanding results for our customers and our company. In 2021, PrimeLending will remain focused on generating profitable mortgage volume and continue to execute on delivering operational efficiencies across the business. Moving to Page 17. HilltopSecurities delivered a pre-tax profit of $34 million in the fourth quarter of 2020, driven by solid execution in Structured Finance, Capital Markets and Public Finance businesses, which have benefited from our ongoing investments in talent and infrastructure over the last few years and a constructive market backdrop. While activity was strong in the quarter, we continued to execute on our growth plan, investing in bankers and sales professionals across the business, to support additional product delivery, enhance our product offerings and deliver our differentiated solutions set to municipalities across the country. This is highlighted in the fourth quarter in Public Finance Services, which was able to deliver net revenue growth of $8 million for 32% versus same period in the prior year, even as overall market issuance volumes declined. The team at HilltopSecurities is focused on delivering profitable revenue growth, optimizing operating expenses, while managing market and liquidity risk within a moderate risk profile. Turning to Page 17. As a result of the teams' work over the past few years, we were well positioned to take advantage of the opportunities the market presented, by leveraging our franchise and our enhanced infrastructure to serve customers, while keeping our teams and clients as safe as possible during some very challenging times and circumstances in 2020. In 2021, we remain focused on remaining nimble, as the pandemic evolves, to ensure the safety of our teammates and our clients. Further, our financial priorities for 2021 remains centered on delivering great customer service to our clients, attracting new customers to our franchise, supporting the communities where we serve, maintaining a moderate risk profile and delivering long-term shareholder value. Given the current uncertainties in the marketplace, we are not providing specific financial guidance, but we are continuing to provide commentary as to our most current outlook for 2021, with the understanding of the business environment, including the impact of the pandemic, could remain volatile throughout the year. That said, we will continue to provide further updates during our future quarterly calls. ","hilltop holdings inc qtrly earnings per share from continuing operations $1.30. " "Actual results may differ materially from those made or implied in such statements, which speak only as the date they are made and which we undertake no obligation to publicly update or revise. Our Chairman and CEO, Clarence Smith, will now give you an update on our results, and then our President, Steve Burdette, will provide additional commentary about our business. We're very pleased with the results of the first quarter and I'm encouraged with the continuing momentum that we're seeing with increased written sales, higher traffic and higher closing rates and average tickets. Even though our undelivered backlog is up almost 4 times last year, our current incoming orders are continuing at the elevated pace we have seen since January. We have not seen a slowing of orders or significantly higher cancellation rates even with the longer wait times for furniture. While we do not know how long we will see these dramatic increases in incoming orders, we believe that the importance and the value of the home has risen dramatically in the past year. We believe this trend will continue for 2021 because of the large backlog of orders, the very strong housing market, the government cash subsidies and the increased demand for furniture and other home related products. We also believe that the elevated importance of home is a longer-term sustainable trend in America. Our supply merchandising and distribution teams have been tirelessly working with our suppliers and shippers to bring in the product to fill orders and reduce our record backlog. The delays in shipping challenges are well-known now, but they are well beyond anything that our industry has experienced. We're planning to increase our inventories as the production and product flow improves and are investing in additional warehouse capacities in our distribution network. We opened a new store in Myrtle Beach, South Carolina this past quarter. And are excited to open a design-oriented store in the villages in Central Florida this summer. We expect to open a third store in Northeast Austin, Texas later this year. We believe there are a number of good additional markets that we can serve within our distribution footprint and are actively investigating and pursuing new store opportunities. We're very excited about the rollout of a major new multimedia marketing campaign in May, which we believe will more clearly separate Havertys from our competitors and raise the bar on service, quality furniture and design. We'll be sharing more on the campaign early next month. I'd like to provide an update on our operations during the quarter, specifically, our supply chain efforts as well as our distribution, home delivery and service areas. Our supply chain team faced many headwinds during the first quarter, which included availability of container capacity as we approach Chinese New Year was difficult. Container freight costs were unreliable as we face pricing surcharges due to scarcity. We experienced port delays, especially at LA on some of our inbound product of up to three weeks. February's winter storm impact to our Dallas distribution center caused us to close receiving operations for one week. The same storm impacted two of the main chemical manufacturers for our foam suppliers, which caused our upholstery and bedding vendors to see further delays in their production. And finally, the Suez Canal situation caused some additional delays for products arriving in the early part of the second quarter. Even with all these headwinds, we were able to receive approximately 10% more product in Q1 versus Q4. We expect that we will be able to match or exceed the same flow of product in Q2. We are still experiencing some delays with container availability in the early part of Q2. However, we have been able to secure our new contracts with our freight carriers, which will bring stability to our freight cost. Also, the flow of foam should resume back to normal production by the middle of May, which will be a big lift to the domestic production for upholstery and bedding in the back half of the quarter. Our distribution, home delivery and service teams did a masterful job adjusting to the headwinds we faced within the quarter. We had to close deliveries for all stores serviced by our DC in Dallas and our cross docks in Memphis in Cincinnati, for one week due to the same winter storm in February. Our delivery schedules resumed back to normal the week after the storm. Staffing remains our #1 concern in this area. Extended unemployment benefits until September, along with the stimulus checks being distributed in December and March, have made it difficult to attract and retain talent in our warehouses and home delivery. This challenge is not unique to our company as it is a challenge for many industries in this economy. Overall, I'm very pleased with the results of our operations in the first quarter of this year. I appreciate the efforts of the entire Havertys team as well as our vendor partners that made it happen. And looking at our financial results for the quarter. In the first quarter of 2021, delivered sales were $236.5 million, a 31.8% increase over the prior year quarter. If you recall, our retail operations were closed in the last two weeks of the first quarter of 2020 due to the COVID-19 pandemic. Total written sales for the first quarter of 2020 were up 54.5% over the prior year period. Comparable store sales were up 11.5% over the prior year period. This includes stores that were open for a full month in both periods, so March is excluded. Our gross profit margin increased 160 basis points from 55.5% to 57.1% due to better merchandising, price and mix and less promotional activity during the quarter. These improvements were partially offset by an increase in our LIFO reserve as we continue to see increased freight and product costs. Selling, general and administrative expenses increased $12.2 million or 12.5% to $109.8 million, primarily due to increased sales activity. However, as a percentage of sales, these costs declined 800 basis points to 46.4% from 54.4%. As demonstrated in the past two quarters, our financial model has substantial operating leverage at these sales levels. Income before income tax has increased $23.1 million to $25.4 million. Our tax expense was $6 million in the first quarter of 2021, which resulted in an effective tax rate of 23.5%. The primary difference in the effective rate and the statutory rate is due to the state income taxes and the tax benefit from vested stock awards. Net income for the first quarter of 2021 was $19.4 million or $1.04 per diluted share on our common stock compared to net income of $1.8 million or $0.09 per share in the comparable quarter of last year. Now looking at our balance sheet at the end of the first quarter, our inventories were $103.6 million, which was up $13.7 million over the December 31, 2020 balance and down $6.9 million versus the first quarter of last year's balance. At the end of the first quarter, our customer deposits were $104.7 million, which was up $18.5 million from the December 31, 2020 balance, and up $78.6 million versus the Q1 2020 balance. We ended the quarter with $210 million of cash and cash equivalents, and we have no funded debt on our balance sheet at the end of the first quarter of 2021. Looking at some of the uses of our cash flow. capex for the quarter was $4.7 million. And we also paid $4 million of dividends during the first quarter of 2021. During the first quarter, we did not purchase any common shares in our buyback program. We currently have $16.8 million remaining under authorization for this program. We expect our gross margins for 2021 to be between 56.5% and 57%. We anticipate gross profit margins will be impacted by our current estimate of product and freight costs and changes in our LIFO reserve. Our fixed and discretionary type SG&A expenses for 2021 are expected to be in the $265 million to $268 million range, a slight increase over our previous 2021 estimate due to rising benefit costs. The variable type costs within SG&A for 2020 are expected to be in the range of 17.5% to 17.8%, a slight increase over the most recent quarter based on potential increases in selling and delivery costs. Our planned capex for 2021 remains at $23 million, anticipated new replacement stores remodels and expansions account for $12.9 million, investments in our distribution network are expected to be $6.4 million, and investments in our information technology are expected to be approximately $3.7 million. Our anticipated effective tax rate in 2021 is expected to be 24%. This projection excludes the impact from vesting of stock awards and any potential new tax legislation. This completes our commentary on the first quarter. ","compname reports q1 earnings per share $1.04. q1 earnings per share $1.04. q1 sales rose 31.8 percent to $236.5 million. q1 same store sales rose 11.5 percent. expect gross profit margins for 2021 will be between 56.5% to 57.0%. " "Before beginning, let me cover the formalities. Such factors are detailed in the company's SEC filings and last night's news release. It cannot be recorded or rebroadcast without our express permission. The purpose of the call is to review our First Quarter 2020 results detailed in our news release issued yesterday. These numbers reflect the beginning of what we expect will be a gradual and steady recovery over the coming quarters as the world emerges from the economic effects of the pandemic and regains its confidence in air travel once again. The results we reported in our news release, last night, represent a solid start to the year and were largely consistent with our expectations. And we were more than pleased with how well we performed in controlling costs and delivering stronger margins. Our Hexcel team has transformed this downturn in demand into an upturn in productivity, cash management, inventory control, and efficiency. While we have a few more months of restructuring ahead of us, especially in Europe, which is on track, we are already realizing meaningful results from our rapid and robust response to the pandemic and its unprecedented effects on our business. As we have previously communicated, we expect to reduce overhead costs by the middle of this year on an annual basis by approximately $150 million. And I'm pleased to report a significant portion of those savings are reflected in our first-quarter results. We expected that second half of 2020 and our first for this year would represent the troughs or the low point of the demand cycle resulting from COVID-19. Now, with Q1 behind us and a clearer view ahead, we're even more convinced that our expectations were correct, which we continue to validate via regular customer interactions, including customer site visits where this can now be accomplished safely. Keep in mind, however, the pandemic has triggered many challenges that the world has not yet fully overcome, and therefore, any substantial increases in build rates, air passenger demand, and even consumer spending remain uncertain. For example, we anticipate that 2021 will continue to be impacted by pandemic headwinds, including inventory destocking, which we expect will wind down as we move through the second quarter and to be largely behind us as we move into the second half of the year. Some tightness in our supply chain is always a risk, and even more so with the ever-present threat of pandemic-related slowdowns, shutdowns, and shortages. The rollout of vaccines is encouraging in some countries, yet, unfortunately, slow in others. Domestic travel in the US is showing signs of improvement and may boom by year-end. While other countries are entering their second, third, or fourth lockdowns with minimal domestic flights. International travel is still showing little sign of recovery. So, for the aerospace industry, 2021 remains a transition period between the dramatic decline triggered by the pandemic and a return to strong growth in 2022. We remain cautiously optimistic by both our demonstrated performance and the momentum we see building in the global economy as the air travel begins a gradual return to pre-pandemic levels. Now, let me highlight some of the results. First-quarter sales of $310 million were in line with our expectations. Adjusted first-quarter earnings per share was a negative $0.10 compared to a positive $0.64 last year. Throughout the pandemic, we have maintained a strong focus on cash, and in the first quarter, our free cash flow was a use of $6 million compared to a use of $19 million in Q1, 2020. Despite significantly lower sales, we continue to tightly manage cash by controlling spending, which includes capital expenditures. Liquidity at the end of the quarter was strong and included $82 million of cash and $536 million of revolver borrowing availability. Overall, our balance sheet remains robust. Turning to our three markets. Aerospace sales of $147 million were down more than 59% compared to the first quarter of last year, which included sales before the effects of the pandemic began to dramatically impact Commercial Aerospace. Sales were down significantly across all major platforms, which reflects pandemic induced build rate reductions by the aircraft OEMs and continued supply chain destocking. While one quarter does not make a trend, we did see sequential sales growth in the first quarter for narrow bodies. Admittedly, Boeing 737 MAX sales continue to be at a low level as the supply chain works through channel inventory. This may take some time and will be uneven as inventory levels vary across the supply chain. Sales to other Commercial Aerospace, which include regional and business aircraft, were down 48% compared to 2020. Business Jets is the largest portion of this sector and while most business jet programs were down significantly year-over-year, there were a few select programs that increased modestly. While not getting into program specifics, we are confident business jet demand will return over time, likely led by the small and mid-sized classes. Space and Defense sales were basically flat year-over-year at $112 million. We have content on over 100 space and defense programs and they fluctuate by quarter. Our space business has been growing nicely over time, yet, paused in the first quarter with softer sales which was not usual. We are -- not unusual. We are beginning to benefit from the ramp in the CH-53K and we are pleased to see the growing international demand for this composite rich, heavy-lift helicopter. We are encouraged with the initial outlook through proposed US defense spending, particularly as composite lightweighting [phonetic] supports the US military focus on longer-range aircraft and rotorcraft. We expect to benefit from growth in Space and Defense throughout the year. Total Industrial sales of $51 million in the first quarter were down more than 23% and 27% in constant currency. Lower wind energy sales drove the decrease, yet were partially offset by stronger automotive sales, which may be an indication that consumer confidence is improving. Wind energy sales, which is the largest submarket in Industrial, were down more than 40% compared to last year. And reflects a previously reported softening in customer demand, as well as the closure of our wind blade prepreg production facility in North America, last November. Wind energy remains a good business for Hexcel and Vestas continues to be a great customer. Material manufacturing continues at our plants in Neumarkt, Austria; and Tianjin, China, as well as our continuing commitment to innovation in the wind energy market. During the quarter, we announced our new HexPly XF Surface Treatment Technology that significantly reduces show manufacturing time during the wind blade production process. It's a product that has had a successful track record in prepreg blades and now is adapted for infusion processes. We also received type approval certification for our HexPly M9 [Phonetic] prepreg materials, which adds to our growing portfolio of prepreg processing options for marine applications. To finish, I'd like to provide a slightly longer-term perspective. As sales recover in 2022 and beyond, we expect to deliver strong incremental margins as utilization of existing capacity increases. While we do not guide to incremental margins, what may be helpful is to review past sales levels and operating margin performance before the A350 reached peak rates. Specifically, in the 2014 to 2015 timeframe Hexcel sales were in the range of $1.8 billion to $1.9 billion, with operating margins in the range of 17%. And what is noteworthy is that the A350 production rate was ramping to five per month during these years. We believe that we can return to these margin levels when we attain similar sales levels. While our depreciation expense is now higher than during that prior time period, our focus is to more than offset this by efficiency improvements and our overhead cost reductions. Our cost base will expand with growth, but what is incumbent on our management team is to be extremely disciplined in managing cost growth and ensuring the depreciation headwinds is more than off overcome. To state this succinctly, we expect to achieve strong, mid-teens plus operating margins, with sales of approximately $1.8 billion to $1.9 billion, and we are targeting to exceed prior peak margins when we return to previous peak sales levels. As a reminder, the year-over-year comparison will be in constant currency. The majority of our sales are denominated in dollars. However, our cost base is a mix of dollars, euros, and British pounds, as we have a significant manufacturing presence in Europe. As a result, when the dollar strengthens against the euro and the pound, our sales translate lower while our costs also translate lower leading to a net benefit through our margin. Accordingly, a weak dollar, as we are currently facing, is a headwind to our financial results. We hedge this currency exposure over a 10-quarter horizon to protect our operating income. Quarterly sales totaled $310.3 million. The sales decrease year-over-year reflects production rate decreases by our Commercial Aerospace customers in response to the pandemic, combined with the continued Commercial Aerospace supply chain destocking. Turning to our three markets. Commercial Aerospace represented approximately 48% of the total first-quarter sales. Commercial Aerospace sales of a $147.6 million, decreased 59.7% compared to the third quarter of 2020 as destocking continues to impact our sales. We continue to expect destocking to wind down during the second quarter of 2021, consistent with what we have communicated during our fourth quarter 2020 earnings call. We don't expect to generally be aligned with OEM production levels entering the second half of 2021, with destocking largely behind us and recognizing the beneficial impact of the cost takeout actions that we have implemented. Space and Defense represented 36% of first-quarter sales and totaled $111.7 million, basically unchanged from the same period in 2020. We remain bullish for the outlook for our Space and Defense business globally. Industrial comprised 16% for first quarter 2021 sales. Industrial sales totaled $51 million, decreasing 27.1% compared to the third quarter of 2020 on weaker wins and recreation market, partially offset by stronger automotive. Wind energy represented approximately 50% for first quarter Industrial sales. On a consolidated basis, gross margin for the first quarter was 17.1% compared to 26% in the first quarter of 2020. The sequential gross margin improvement from the fourth quarter of 2020 had three drivers, including greater impact from our cost reduction actions, improved sales mix, and a few more carbon fiber lines coming back online as our production levels and inventory becomes appropriately realigned with demand. We continue to temporarily idle select carbon fiber assets. And as we bring further lines back into production over time to support this expected gradual and steady sales growth in future periods, this should help generate strong incremental margins. First-quarter selling, general, and administrative expenses decreased 17% or $8 million in constant currency, year-over-year, as a result of headcount reductions and continued tight controls on discretionary spending. Research and Technology expenses decreased 19.7% in constant currency. The other expense category consisted primarily of severance costs in Europe. We continue to target approximately $150 million of annualized overhead cost savings, including indirect labor. As Nick said, a significant portion of these savings have been achieved and were reflected in our Q1 2021 results. We expect that most of the remainder of this cost and take-outs will be achieved by the end of the second quarter of 2021. Adjusted operating income in the first quarter was $1.9 million, which is the first positive operating income since the destocking began in earnest during the third quarter of 2020. The year-over-year impact of exchange rates was negative by approximately 10 basis points. Now turning to our two segments. The Constant Materials segment represented 76% of total sales and generated a 3% operating margin or an adjusted operating margin of 8% compared to 19.9% adjusted operating margin in the prior-year period. The Engineered Products segment, which is comprised of our structures and engineered core businesses represented 24% of total sales and generated a 6.4% operating margin or a 5.4% adjusted operating margin compared to 6.6% adjusted operating margin in the first quarter of 2020. The tax benefit for the first quarter of 2021 was $7.5 million, which included a discrete tax benefit of $3.2 million from the revaluation of deferred tax liabilities related to a favorable US state tax law change. The pandemic and consequent mix of results across the countries in which we operate is expected to continue to have an impact on the Company's overall effective tax rate throughout 2021. Net cash used by operating activities was $1.2 million for the first quarter. Working capital was a use of cash of $26.2 million in the quarter, primarily related to increased receivables as first-quarter sales were weighted toward the end of the quarter. Capital expenditures on an accrual basis were $4 million in the first quarter of 2021 compared to $21.9 million for the prior-year period in 2020. Capital expenditures continue to be tightly managed with a focus on improving existing asset efficiency and new technology flexibility. Free cash flow for the first quarter of 2021 was negative $6.1 million compared to negative $18.6 million in the prior-year period, which reflects tight spending control on significantly lower sales. In late January 2021, we announced the second amendment to our revolver, which we've structured to accommodate the temporary economic impact of the pandemic. The amendment temporarily replaces the leverage covenant with a minimum liquidity covenant. The minimum required liquidity is $250 million, which includes unrestricted cash, plus unutilized revolver-based [Phonetic] availability. This minimum liquidity requirement is through and including March 31, 2022. The facility terms then revert to the prior leverage covenant, effective April 1, with the first measurement of leverage to occur as of June 30, 2022. Additionally, the amount of the revolver is reduced to $750 million from $1 billion, previously. This amendment preserves our access to liquidity during this period of market transition and reinforces our strong relationship with our bank's indication. We remain within all covenant conditions. Our total liquidity at the end of the first quarter of 2021 was $618 million, consisting of $82 million of cash and an undrawn revolver balance of $536 million [Phonetic]. Our revolver matures in 2024 and our two senior notes mature in 2025 and [Technical Issues] purchase program remains suspended and is also restricted by the previously referenced revolver amendment. Our Board continues to regularly evaluate capital allocation priorities. As our earning release states, we are not providing financial guidance at this time, but I would like to reinforce and expand upon the information shared during our fourth quarter 2020 earnings call. We continue to expect 2021 annual sales to be lower than 2020, in fact, largely in line with the current market consensus. We expect the aerospace supply chain destocking to largely come to an end during the second quarter 2021. While some destocking may continue into the second half in select instances, it should be offset by strengthening narrow-body sales. Some additional restructuring costs are anticipated in the remaining quarters of 2021 but below the first-quarter level. We expect the fiscal year 2021 adjusted operating margin percentage to be in the low single digits. Capital expenditure in 2021 will continue to be managed very tightly and is expected to be at a similar level to 2020. We expect to generate free cash flow in 2021 and further reduce debt levels. The tax assumption is more contrary to normal, but we expect the underlying effective rate to be approximately 25% in 2021. This change from prior rates was due to a change in the mix of jurisdictions where we generate income. Over time, we expect the tax rates to return to pre-pandemic levels assuming no changes to existing tax rates in the major jurisdictions where we operate. Our first-quarter results give us confidence in our outlook for a steady recovery throughout 2021. We believe that the aerospace industry will realize some upticks in demand beginning in the second half. And as it does, Hexcel is well-positioned to benefit from our leadership and much sought-after advanced lightweight composites from our strong customer relationships that have grown stronger throughout the pandemic, and from our continuous focus on continuous improvement through operational excellence. This also is not the time to be shy about investment in R&T and we are continuing to realize a strong pull from our customers to further drive advancements in existing and new innovations that position us to win next-generation platforms. Despite all the turmoil and challenges that arose in 2020, the great strengths and values of Hexcel remain as robust as ever. We still have leading positions on the world's largest aerospace programs with our advanced composite materials and the broadest technology portfolio in our industry. The great job our team has done puts us in a position to return to substantial growth once this pandemic is behind us. Few companies are as efficient or as good at execution, or as committed to excellence as Hexcel. Our people are the most resilient and talented group that I've ever known and I'm always proud to share with you their accomplishments every quarter. For several years, Hexcel has been building capacity to meet extraordinary ramp-ups in demand. So the chance to pause with our customers, over the past few months, has afforded us a unique opportunity to ensure that we are aligned with them and in the strongest position possible to meet the growing demand at hand. Hexcel has never been more focused on its customers, innovation, and operational excellence. We expect to emerge from these challenges as a leaner and stronger company and even better positioned for strong growth and return to shareholders. ","compname reports q1 sales $310 mln. q1 sales $310 million versus $541 million. qtrly adjusted diluted net loss per common share $0.10. continues to withhold financial guidance due to market uncertainties arising from global pandemic. quarterly dividend remains temporarily suspended. share repurchase program remains temporarily suspended. " "Before beginning, let me cover the formalities. Such factors are detailed in the Company's SEC filings and last night's news release. It cannot be recorded or rebroadcast without our express permission. The purpose of the call is to review our second quarter 2021 results detailed in our news release issued yesterday. The global COVID pandemic is far from over. But with the growing availability of vaccinations, there is cautious yet positive momentum as domestic travel appears to be on the rebound and aircraft backlogs have started to grow again. While there remains uncertainty ahead, our focus has shifted toward a return to growth. All of us recognize that the past year and a half has been unprecedented. The global pandemic required Hexcel to take aggressive and swift restructuring actions, which we did. We also took advantage of the lower production levels to drive cost and efficiency improvements. These efforts have positioned us to exit the pandemic more focused and more efficient for a strong rebound. The way our team responded to the challenges has been phenomenal and as reflected in the results we reported in our news release last night. Our robust start to the year continued into the second quarter with results in line with or slightly ahead of our expectations. We achieved strong margin performance despite lower year-over-year sales as a result of a favorable margin mix from higher carbon fiber sales. Combined with the efficiency improvements and reductions in our overhead costs, we were able to deliver $0.08 of adjusted earnings per share for the quarter. If you remember back to the second quarter of 2020, we also reported $0.08 of adjusted EPS. However, on sales, that were almost 17% higher in constant currency. This demonstrates the cost controls actions that we took quickly in 2020 and that continue today are making a significant difference in the sustained value we offer to our shareholders. As we anticipated last quarter, we believe inventory destocking is largely behind us as we move into the second half of the year. Specifically, destocking for the A320 and 737 MAX are basically complete. The widebody still have some inventory to burn through and we expect that will take a few more months to align with announced build rates. We are encouraged that airlines such as United are placing orders with the commercial aerospace OEMs as revenue passenger kilometers continue to grow around the world. Deliveries climbed in June for both Airbus and Boeing, which we believe is further evidence that we, along with our customers, are beginning to emerge from the effects of this pandemic-driven downturn. However, while we anticipate gradual increases in build rates in the coming months, we recognize that it will take some time for rates to return to 2019 levels. Even with vaccines restoring confidence in travel, there are uncertainties with additional variants of the COVID-19 virus spreading. US air travel is steadily increasing, but still about 25% lower than before the pandemic. European travel is improving. However, the recovery is slower with flights remaining about 50% lower than pre-pandemic levels. So while we see some encouraging signs and are planning for increased demand and a gradual recovery, we recognize that the effects of the pandemic on commercial aerospace and our business are likely to remain for some time. Even so, we are very excited about the future and pride ourselves on our relentless drive for continuous improvement. With that in mind, we have taken full advantage of this time to deepen our customer relationships, which had never been stronger, to further improve our processes and to build our broad portfolio and our commitment to continued innovation. We announced in May that we are building a flagship center of excellence for research and technology in the US to support next generation developments in advanced composite technologies. When it opens in 2022 at our Salt Lake City Campus, it will be our largest center for innovation and product development in North America and a showcase for our advanced composites technologies. Eventually, about 150 scientists and other employees will work at the new center, including many of the experienced and talented R&T employees currently working in Dublin, California. We will eventually sell the property in California, with the proceeds expected to fund a significant portion of our construction costs for the new center. With about 100,000 square feet of laboratory and office space and the latest state-of-the-art testing equipment, it will allow us to expand our research to further develop new products and processes and provide an even greater opportunity for us to collaborate with our customers on the latest and advanced composites technologies to deliver innovative solutions and support future growth. Design efforts are well underway and we expect to break ground in the fourth quarter of this year. We're excited to make this investment in innovation today to ensure our continued leadership tomorrow. I look forward to inviting many of you to visit once the site opens toward the end of next year. I recently completed touring all of our US locations to conduct site readiness reviews. What I found during these site visits thrilled me. Our workforce is engaged, focused and highly motivated for a return to growth. The caliber of site leadership and the shop forward teams across our plants is truly outstanding. I was shown numerous examples of increased productivity, significant process enhancements and a long list of continuous improvement projects our team has implemented across our manufacturing footprint during the pandemic to reduce costs, further enhance worker safety and job quality, and to position Hexcel to expand margins as growth returns. The ability of the supply chain to ramp up remains a watch item for us and we are working very closely with our suppliers to successfully overcome any challenges that arise. The same focus applies to our labor requirements, which I'm happy to say are growing once again. At this point, we have been able to attract the labor we need. Yet, we anticipate further challenges, which we'll address through robust recruitment, planning and continuing to stay in lockstep with our customers. Now, let me highlight some of the results from the quarter. Aerospace sales of $154 million were down almost 25% compared to the second quarter of last year. Narrow-body demand is recovering quickly, with second quarter sales reaching their highest level since the first quarter of 2020. Sales to Other Commercial Aerospace such as regional and business aircraft were down 27% compared to 2020. Business jets is the largest portion of this sector and sales continue to recover, but remain lower year-over-year. Space and defense sales were about $107 million, which represents relatively flat year-over-year performance, affected primarily by pandemic-related production delays. As you know, we have significant content on both the Lockheed Martin F-35 and Sikorsky CH-53 K, with these platforms receiving new orders within the past month. Both will continue to be strong programs for us, as well as the 100-plus other defense and space programs in this sector. Industrial sales were about $60 million during the quarter, which was a 15% decline in constant currency. Wind energy sales, which is the largest submarket in Industrial, declined 44%, which reflects ongoing softer demand, along with the previously reported closure of our wind blade prepreg production facility in North America last November. In addition, solid sales in other industrial markets, including automotive and recreation, helped offset reduced wind energy sales during the quarter. Throughout the pandemic, we have maintained a strong focus on cash and in the first half, our free cash flow was almost $30 million compared to just over $33 million for the first six months of 2020. Sustainability is at the heart of Hexcel. Innovating and producing modern lightweight advanced composite materials enabling the evolution of more aerodynamic, fuel-efficient aircraft producing significantly lower emissions than older generation aircraft. More broadly, responsibility has been one of our four primary values for many years and it calls on us to strive to be good citizens in the communities in which we live and work. We continue to build on our sustainability goals highlighted in our sustainability report first published several years ago and we are now excited to participate in the Carbon Disclosure Project or CDP. Initially, the CDP report will be submitted selectively to some of our customers this year and we expect to share next year's submittal publicly. We recognize that many of our investors evaluate our progress in relation to sustainability and especially, our ongoing work to reduce greenhouse gas emissions. And you can be assured of our continued strong focus and actions on this topic. As a reminder, the year-over-year comparisons are in constant currency. The majority of our sales is denominated in dollars. However, our cost base is a mix of dollars, euros and British pounds as we have a significant manufacturing presence in Europe. As a result, when the dollar strengthens against the euro and the pound, our sales translate lower, while our costs also translate lower, leading to a net benefit to our margins. Conversely, a weak dollar is a headwind to our financial results. We hedge this currency exposure over a 10-quarter horizon to protect our operating income. Quarterly sales totaled $320.3 million. The sales decrease year-over-year reflects production rate decreases by our commercial aerospace customers in response to the pandemic, combined with the continued supply chain destocking. You will recall that in the second quarter of 2020, OEM production rates were only beginning to be reduced midway through the quarter and the supply chain destocking had not yet begun to any great degree. I say this is a reminder to consider when evaluating the year-over-year sales comparisons. Turning to our three markets. Commercial aerospace represented approximately 48% of total second-quarter sales. Second quarter commercial Aerospace sales of $153,7 million decreased 24.8% compared to the second quarter of 2020 with destocking continued. We believe the substantial destocking is now behind us as we enter the third quarter of 2021 and that our narrow-body production is generally aligned with OEM production rates. However, our widebody sales are still facing some lingering supply chain adjustments that are expected to conclude by the end of the summer. Space and defense represented 33% of the second quarter sales and totaled $106.9 million, decreasing 2.7% from the same period in 2020. While the demand outlook remains favorable for composite secular growth to enhance performance and extend capabilities, quarter-to-quarter sales can fluctuate as we experienced in the second quarter. Lockheed Martin has publicly commented the F-35 deliveries in 2021 will be lower than initial expectations on pandemic-induced disruptions, which impacts the supply chain and our deliveries. Sales were also softer due to some short-term pandemic-related interruptions impacting other programs, including a number of space-orientated platforms with customers located outside of the United States. Industrial comprised 19% of second quarter 2021 sales. Industrial sales totaled $59.7 million, decreasing 15.1% compared to the second quarter of 2020. Wind demand remained subdued, while other industrial markets, including automotive and recreation, witnessed growth in the second quarter of 2021. Wind energy represented approximately 45% of second quarter industrial sales. On a consolidated basis, gross margin for the second quarter was 19.3% compared to 14.5% in the second quarter of 2020. The strengthening gross margin benefited in the quarter from a higher mix of carbon fiber sales and production. Our margin recovery will not be completely smooth quarterly progression though, as it will be impacted at times by step-ups in the utilization of major assets such as precursor and carbon fiber lines. Second quarter selling, general and administrative expenses increased 24.3% or $7 million in constant currency year-over-year. Research and technology expenses decreased 3.2% in constant currency. The other expense category consisted primarily of restructuring costs in Europe. In terms of the year-over-year comparison of SG&A expenses, the second quarter of 2020 was artificially low as pandemic-induced restructuring actions related to non-recurring reductions in stock compensation accruals as well as a temporary implementation of salary reductions. As a point of reference, second quarter 2021 SG&A expenses are lower by approximately 21% or $8.4 million compared to the pre-pandemic second quarter of 2019. Our targeted $150 million of annualized overhead cost savings is being fundamentally achieved at the end of the second quarter. As we now pivot to increasing sales and production levels, our focus will be to drive efficiencies and minimize the amount of cost as we can, while at the same time preparing for significant growth. Adjusted operating income in the second quarter was $19.3 million, reflecting strong variable margin performance and robust overhead cost control. The year-over-year impact of exchange rates was favorable by approximately 70 basis points. Now, turning to our two segments. The Composite Materials segment represented 75% of total sales and generated a 9.6% operating margin compared to 6.3% in the prior year period. Adjusting for non-recurring costs, the adjusted composite materials operating margin in the current period was 10.7% compared to 8.9% in Q2 2020. The Engineered Products segment, which is comprised of our structures and engineered core businesses, represented 25% of total sales and generated a 7.4% operating income margin or 7.6% adjusted operating margin compared to 2.6% adjusted operating margin in the second quarter of 2020. The adjusted effective tax rate for the second quarter of 2021 was 18.8%. The pandemic and consequent mix of results across the countries in which we operate is expected to continue to impact the Company's overall effective tax rate throughout 2021. Net cash generated by operating activities was $38.9 million year-to-date. Working capital was a use of $19.6 million year-to-date, primarily related -- primarily due to increased receivables. Capital expenditures on an accrual basis was $3.8 million in the second quarter of 2021 compared to $11.5 million for the prior year period in 2020. Capital expenditures continue to be tightly managed with a focus on improving existing asset efficiency and new technology flexibility. Free cash flow for the second quarter of 2021 was $35.8 million compared to $51.8 billion in the prior year period. Continued tight cost control and lower capital expenditures are supporting free cash flow generation. Liquidity, at the end of the second quarter of 2021, consisted of $115 million of cash and an undrawn revolver balance of $543 million. Our liquidity remains well above the bank covenant minimum of $250 million and we have no near-term debt maturities. Our revolver matures in 2024 and our two senior notes mature in 2025 and 2027 respectively. Our share repurchase program is restricted through March 31st 2022 by the revolver amendment executed in January 2021. Dividends also remain suspended at the current time. Our Board continues to regularly evaluate capital allocation priorities. As our earning release states, we are not providing financial guidance at this time. However, I would like to reinforce and expand upon the financial outlook shared during the First Quarter 2021 Earnings Call. We continue to expect 2021 annual sales to be lower than 2020 and below the current market consensus due to recent commercial aerospace production rate adjustments. The remainder of our previously stated expectations remain largely unchanged, including some additional restructuring costs are anticipated in the remaining quarters of 2021 and are expected to be below first and second quarter levels. We continue to expect the fiscal year 2021 adjusted operating margin percentage to be in the low single digits. Capital expenditure in 2021 will continue to be managed closely and are expected for the full year to be at a similar level to 2020. We expect to generate positive free cash flow in 2021 and further reduce debt levels. We expect the effective tax rate to be approximately 25% in 2021. Lastly, repeating some broad context from the first quarter's earning call in April, we continue to target strong mid-teens-plus operating margins once we achieve sales in the range of $1.8 million to $1.9 million [Phonetic] and we are targeting to exceed prior peak margins when we return to previous peak sales levels. We believe the worst is behind us and we are cautiously optimistic of a continued and steady recovery during the remainder of 2021 that will propel us into 2022 when we expect a significant return to growth, which will extend into 2023 and beyond. Without a doubt, some of this growth will come from pent-up demand for air travel. Yet, much of it also comes from airlines ready to replace older, less efficient aircraft with more aerodynamic and fuel-efficient solutions as the world demands long-term reductions in greenhouse gas emissions. No company has a broader or more vertically integrated portfolio of strong, durable and lightweight advanced composite solutions that lead to fewer emissions than Hexcel. The market is demanding lighter, yet high-performing materials and we anticipate strong pull for our entire portfolio from carbon fiber to prepreg to engineering core for many years to come. Additionally, no team is better prepared to meet a quick ramp up than our Hexcel team. Over the past several months, while demand retracted, we planned for the inevitable rebound. We have become more efficient, more cost effective and more competitive than ever. Throughout the downturn, we have improved our processes to ensure that we continue making gains, especially in employee safety, quality and on-time delivery. Certainly, there are risks ahead and especially so within the supply chain and the availability of raw materials and labor. It comes down to staying focused and aligned with our customers and we intend to do just that. I'm excited about the path ahead. ","sees q2 adjusted earnings per share $0.08. continues to withhold financial guidance. compname reports q2 adjusted earnings per share $0.08. " "These risks include, but are not limited to, the impact of seasonality and weather, general economic conditions and the level of consumer spending, the company's ability to capitalize on opportunity, or grow its market share and numerous other factors identified in our Form 10-K and other filings with the Securities and Exchange Commission. We have worked hard over the years to build the most experienced, industry-leading team, and I am very proud of their results. Today, I would like to start by reviewing a few of our first quarter highlights. Then, I will touch on how we are strategically approaching the important peak selling season, as well as discussing the meaningful opportunities in front of us to create growth and long-term shareholder value. And finally, Mike will review the financial results in greater detail and provide some color on the balance of the year. Let me start by reviewing the first quarter. Our top priority continues to be the health and safety of our team, customers and community as we serve our customers boating needs. We are pleased that our first quarter results greatly exceeded the very impressive results last year. A year ago, we had very strong growth in the December quarter and set a record for revenue and earnings. The MarineMax team significantly outperformed those results and raised the bar yet again. We further strengthened our financial position during the quarter, while completing the very strategic acquisition of SkipperBud's, the largest acquisition for the company to date. As we indicated on our last earnings call in October, we finished fiscal 2020 with the highest revenue and earnings in the company's history. That momentum and industry demand has continued as shown by our results. Our record results continue to demonstrate our team's ability to evaluate customers' needs, act quickly and implement the right changes in how we operate our business. For the quarter we are particularly pleased with our continued solid performance in same-store sales, which increased over 20% which is on top of 24% same-store sales growth a year ago. Importantly, our new unit growth was even stronger at 35%. Furthermore in the quarter, we had meaningful growth across essentially all brand, categories and geographic region. The marine industry continues to experience a significant acceleration in new customers. This new foundational layer of customers to the boating lifestyle is comprised of the combination of new first-time buyers and people that decided to get back into boating, which should help support future growth as they migrate to larger or different types of products in the coming years. Our team remains energized by the shift, and given our scale, we should continue to significantly benefit from this resurgence. During the quarter we also leveraged our investments in technology, driving leads in marketing analytics, which is converting into sales. We continue to make investments in world-class customer engagement tools that improve our teams' efficiency and effectiveness and help us to take share and lead the industry. In the quarter, we added SkipperBud's and its affiliate Silver Seas Yacht to our family. The acquisition added 20 locations, including 11 marina and storage operations. We have successfully integrated the business and believe many opportunities exists to share best practices, brands and resources to drive even greater growth in the years to come. From a profitability perspective, one of the best elements of the quarter was strong gross margin. We benefited from increases in product margins, growth in our storage and service businesses, our asset light Fraser and Northrop & Johnson global charter businesses and our finance and insurance businesses. Expanding our margins has been a long-term strategic focus and recent acquisitions have contributed to that strategy. The combination of gross margin expansion and focused expense management resulted in considerable leverage and a record $1.04 of earnings per share for the quarter. But, even more impressive is that we believe there is incremental growth ahead. So now let me touch on how we are approaching the important peak selling season. We are well positioned and prepared to serve our customers. COVID had changed all aspects of customer expectations, including the historically important Boat Show. Our team has adapted with greater digital capabilities and refocused marketing spend that leverages our stores and our online experience, generating exceptional results. Beyond leaner industry inventory, we continue to invest in training and tools to ensure our team is able to pivot to continue to meet the needs of our customers digitally. Our deep manufacturing relationships and nationwide shared inventory give us a competitive edge. With the largest selling season ahead, we expect to build on a strong start to our fiscal year and deliver exceptional customer experiences. Our strategy to create long-term shareholder value is focused on driving top line growth, operating leverage, disciplined capital management and building on our strong culture. We continue to effectively execute on our multifaceted growth strategy, supported by our global market presence, premium brands, exceptional customer service and ongoing investments in technology. Our focus on driving margins and improving costs continue to unlock significant leverage in our model. Our performance illustrates the power of our business model, specifically our scale, premium locations, and cash flow generating capability. MarineMax is a well-disciplined operator with a strong foundation from which to grow. With that update, I will ask Mike to provide more detailed comments on the quarter. For the quarter, revenue grew 35% to over $411 million due largely to same-store sales growth of 20%. This exceptional growth was driven by even greater comparable new unit growth that exceeded 35%%. While our AUP declined in the quarter from seasonally very strong sales of smaller product, the demand for larger product is also robust. A big takeaway from our results this quarter is our ability to post very strong comps on top of already strong comps. Our gross profit dollars increased over $43 million, while our gross margin rose 370 basis points to 30%. Our record gross margin was due to a handful of factors. Among these are improving margins on new and used boat sales, impressive service and storage performance of SkipperBud's, which has a long track record of performance in these categories, growth in our higher margin finance and insurance businesses, and growth in our brokerage business including our global Superyacht Services Organizations of Northrop & Johnson and Fraser Yachts. We would note that the superyacht charter business has remained adversely impacted by travel bans around the globe. Our higher margin businesses has been a focus of ours for some time, including our acquisition strategy, which is helping to drive these results. Regarding SG&A, the majority of the increase was due to the increase in sales and the related commissions combined with the two mergers we have recently completed, SkipperBud's and Northrop & Johnson. Interest expense dropped in the quarter due to lower interest rates and a sizable reduction in short-term borrowings given the cash we have generated. Our operating leverage in the quarter was over 17% which drove very strong earnings growth setting another quarterly record with pre-tax earnings of almost $31 million. Our record December quarter saw both net income and earnings per share more than double with earnings per share hitting $1.04, more than twice the level of last year's previous record. Moving on to our balance sheet, we continue to build cash with about $121 million at quarter end versus $36 million a year ago. Even after paying cash for both Northrop & Johnson in July and SkipperBud's, October 1. As discussed last quarter, given the attractive interest rate environment, we explored and did secure mortgages on a portion of our sizable real estate portfolio. Besides some slight rate arbitrage it further positions us to capitalize on opportunities as they develop. Our inventory at quarter end was down 23% to $379 million. However, excluding Skippers, our inventory is down closer to 36%. I illustrate this point to show how well our team has pivoted to selling in a lean inventory environment as proven by the very strong unit-driven same-store sales growth this quarter. Looking at our liabilities, despite added borrowings for Skipper's inventory, short-term borrowings decreased $171 million due largely to a reduction in inventories and increase in cash generation with the contribution from the roughly $53 million of mortgages that are outstanding. Customer deposits, while not the best predictor of near-term sales because they can be lumpy, due to the size of deposits and whether a trade is involved or not, nearly tripled in size due to the timing of large yacht orders and more robust sales along with the contribution from Skipper's for future sales. Our current ratio stands at 1.74 and our total liabilities to tangible net worth ratio is 1.42, both of these are very impressive balance sheet metrics. Our tangible net worth was $339 million or about $14.92 per share. Our balance sheet has always been a formidable strategic advantage, and today more than ever, it continues to protect us in uncertain times, while providing the capital for expansion as opportunities arise. Turning to guidance, the December quarter exceeded expectations and the industry trends remained strong. The industry estimates for 2021 retail units are beginning to rise from the low-single digits to the mid-single digits. Since we usually outperform the industry and grow our AUP on an annual basis, we now expect our annual same-store sales growth to be in the high single digits. This is up from the mid-to-high single digits we guided to earlier in the year. Given the strength in earnings in December, our guidance also assumes modest operating leverage improvement above our previous guidance. This expectations assumes we reached the low end of our historical targeted leverage of 12% to 17% given we have the bulk of the year still in front of us along with continued uncertainty. Accordingly, we are raising our earnings per share guidance to the range of $4 to $4.20 for 2021 from our earlier guidance of $3.70 to $3.90. Our guidance excludes the impact from any potential acquisitions that we may complete. As we progress through the year, we will provide updates as needed to our guidance. Looking at the remainder of 2021, remember that our March quarter is the easiest comparison with our toughest comparisons in the more meaningful summer quarters of June and September. Our guidance uses the share count of about 22.8 million shares and an effective tax rate of 26%. Our tax rate for the December quarter was meaningfully better than this, due primarily to equity compensation deductions which are hard to predict and are not typically forecasted when we give guidance. Turning to current trends, January will close with positive same-store sales and our backlog is meaningfully higher than last year. As we have said, industry trends remain strong and we are generally outperforming these elevated levels. We continue to feel good as we enter the important summer selling season that's early in the year and a lot of work remains. MarineMax continues to benefit and capitalize on the surge in demand and the desire of consumers to find a safe recreational activity. Our team's performance to start the fiscal year has shown continued excellent execution, even on top of very impressive same-store sales a year ago. We are creating exceptional customer experiences through our team's services, products and technology. Most exciting is that we see significant opportunity in our brand expansion and also our higher margin businesses. With about 30 locations globally, we believe our superyacht services business have considerable upside including their charter business, which should contribute in a much larger manner. We remain committed to the long-term financial strength of the company by driving cash flow growth. Importantly, our acquisitions are integrated and contributing immediately to our business. Looking forward, we are focused on building our strong team culture, we are focused on executing on our growth strategy and we are focused on creating long-term shareholder value. ","raises fy earnings per share view to $4.00 to $4.20. marinemax - revenue increased 35%, or over $107 million, to $411.5 million for quarter ended december 31, 2020 from $304.2 million in comparable period last year. qtrly same-store sales growth exceeds 20% driven by 35% comparable new unit growth. marinemax sees fy earnings per share of $4.00 to $4.20. q1 earnings per share $1.04. " "These statements are subject to numerous risks and uncertainties as described in our annual report on Form 10-K, quarterly reports on Form 10-Q and other SEC filings. These risks could cause our actual results to differ materially from those expressed in or implied by our comments. We closed on the acquisition of Apple Leisure Group on November 1, and we are collectively even more thrilled about the prospects for the combined company today than we were when we first announced our plans back in August. As I reflect over the past several months during which I've gotten to know the ALG team much better, met with hotel owners and toured a number of stunning AMR collection resorts. I'm energized and really excited about the bright future for ALG as a part of Hyatt. The cultural fit between our two companies with a joint focus of care could not be better. And the timing is proving to be very auspicious as leisure demand continues to be durable and a growing proportion of our segment mix. We look forward to keeping you well informed on the progress of our integration efforts and performance of the ALG platform moving forward. Turning to our results. We are another quarter into the recovery and have again produced results that demonstrate the strength of our business and reinforce that we are emerging from this challenging period as a more agile and stronger company. In the span of just two quarters, our quarterly adjusted EBITDA has improved $130 million, recovering to nearly 70% of 2019 levels in the third quarter. We've worked tirelessly to evolve and reimagine aspects of our operating model and the financial results and our momentum demonstrate our progress. Importantly, while we have been focused on preserving cash and managing expenses tightly, we've invested in areas that are driving growth, and we have not wavered from our long-term strategy. With vaccination rates continuing to rise, travel restrictions around the world easing and borders reopening, I am as confident as I've ever been that we are on a path to full recovery. I'm optimistic that the most recent trends in our business and also the important developments over the past quarter, including, of course, the acquisition of ALG demonstrates significant progress toward realizing the benefits of our long-term strategy. Before diving deeper into the progress on our strategy, let's take a look at the latest business trends. RevPAR in the third quarter continued to recover at a robust pace, accelerating nearly 30% compared to the second quarter and doubling RevPAR levels in the first quarter. As discussed on our last earnings call, we experienced a wave of leisure demand during the summer with systemwide RevPAR eclipsing $100 in July, which was approximately 75% recovered as compared to 2019. As we moved into August, RevPAR decelerated by approximately 10% as compared to July driven by seasonality, coupled with reimposed travel restrictions in certain markets related to the Delta variant. However, this deceleration was short-lived. Demand rebounded throughout September and has strengthened further as we move into the fourth quarter. Absolute RevPAR in October is nearly as strong as July at $98. What is encouraging is that the recovery has broadened, whereas our strength in July was primarily driven by resort locations, the improvement more recently has been from urban locations, which experienced RevPAR growth of 10% in October as compared to July. From a segmentation perspective, Leisure Transient remains the top-performing segment. Systemwide Leisure Transient revenue was at 96% of fully recovered levels in the third quarter, an incredible performance when considering the significant restrictions that were still prevalent in many parts of the world. Strong leisure transient demand is proving to be far more than the summer surge as Leisure Transient revenue booked in October for all periods was over 20% ahead of 2019 levels. Further, total transient revenue at our Americas resorts is pacing 25% ahead of 2019 levels for the last weeks of December. At this pace, we anticipate the festive season could be one of the strongest we've ever experienced. We've also been pleased with the progression of group and business transient demand. While demand did not accelerate immediately following Labor Day due to the Delta variant, the upward momentum has been steady throughout September and October. The rate of improvement in group during October has been particularly meaningful after seeing elevated levels of cancellations in August and early September due to the Delta variant. Since that time, cancellations have receded while short-term group demand has strengthened. Overall, systemwide group revenue jumped 16% in October as compared to September and is trending at 50% of fully recovered levels. Group bookings for 2022 are also showing significant improvement. In October, our leads for 2022 grew by 38% as compared to September, and we're now 10% ahead of 2019 levels for group business that is likely to book. While group pace for 2022 is approximately 80% recovered, a bit weaker than what we reported last quarter. The strong current level of group bookings, coupled with growing lead volume provides confidence that momentum will build as we head into 2022. As for business transient, the recovery has been softer than group, but is still showing steady momentum with demand recovering to 46% of 2019 levels in October. We continue to see stronger growth in our regional accounts as compared to our larger national accounts. However, that gap is narrowing. Our largest corporate accounts have grown by 50% since June and we continue to be encouraged by dialogue with our corporate customers who are returning to offices in bigger numbers with many planning on a more robust return to travel in 2022. The recovery momentum has also expanded geographically. One of the areas with the most pronounced improvements is Europe, which is now trending at roughly the same level as the United States after seeing RevPAR quadruple over the past five months. We're also seeing occupancy of 70% in the Middle East, which is similar to 2019 levels, driven by very strong demand from the Dubai Expo, which kicked off in October and runs through March of 2022. Lastly, occupancy in India, which was below 20% just a few months ago due to the Delta variant, is now trending at almost 60% as we exit October. When you add up the trends, both from a geographic and purpose of visit perspective, coupled with the most recent data on forward bookings, the underlying momentum in the business is clear, and it's consistent with our conviction that we are on a path to full recovery. Turning to our long-term strategy. As I mentioned earlier, we've been actively positioning Hyatt for the future with intense focus on advancing three pillars of our long-term strategy, namely: first, to maximize our core business; second, to integrate new growth platforms; and third, to optimize our capital deployment. I cannot recall a quarter where we advanced our long-term strategy as much as we did in the third quarter of this year. Let me start with the first pillar of our strategy, maximizing our core business as it underpins everything that we do. We've been particularly focused on three key areas within this pillar to drive performance. First, focusing on the high-end traveler going deeper into the segment, not extending outside the segment. Second, driving more business to our direct channels through engagement supported by data and analytics. And third, operating with excellence through agility and responsiveness to market dynamics. Our progress in these areas is not only reflected in the third quarter financial results I commented on earlier, but is also demonstrated in the results of our core metrics as compared to the third quarter of 2019. Several highlights include market share growth, stronger direct channel mix, a higher percentage of arrivals to our hotels from existing loyalty members and better comparable O&L margins as compared to the same period in 2019. The ultimate test is investment by owners and our brands, which is best demonstrated through our net rooms growth and pipeline. Our net rooms growth was 6.9% in the third quarter, again, leading the industry with notable openings, including the Thompson Hollywood, the Park Hyatt Toronto and the Hyatt Ziva Riviera Cancun. And our pipeline at 103,000 rooms again expanded from the prior quarter, represents an industry-leading 41% of our existing property portfolio. We were also able to achieve significant progress; with the second pillar of our long-term strategy, integrating new growth platforms through our acquisition of Apple Leisure Group, an exciting new asset-light growth platform for Hyatt. ALG now as part of Hyatt, immediately doubles the number of resorts in our portfolio, increases our European footprint by more than 60% and positions us as the world's largest operator of hotels in the fast-growing luxury all-inclusive resort segment. Further, we expect it to increase our systemwide stabilized leisure transient revenue mix to over [50%]. We also expect the ALG brands to drive accretive rooms well into the future similar to what we've achieved with our Two Roads Hospitality acquisition in 2018, which has been a significant driver of growth for Hyatt this year, including conversions and expansion of our pipeline. In 2021, ALG through the AMR collection is expected to finish the year with net rooms growth of 35% with the addition of 31 hotels and approximately 8,500 rooms and taking the AMR collection to 101 hotels in total with 33,000 rooms by the end of 2021. The ALG acquisition represents a brand-defining moment in Hyatt's more than 60-year history, much like the company's international expansion into Hong Kong or the launch of the Park Hyde brand. We are now marking the beginning of a new chapter for Hyatt. In addition to the exciting growth the acquisition represents for Hyatt, and the new experiences the ALG platform provides our guests. The earnings base from ALG also allows us to make significant progress on the third pillar of our long-term strategy, which is to optimize our capital deployment. We are very encouraged that ALG is on track to outperform its 2019 results in 2021, exceeding the expectations of our underwriting. This earnings base allows us to execute an essential part of our capital strategy to unlock the value of our real estate assets by selling assets over time and prioritizing the reinvestment of proceeds into growth opportunities for Hyatt. In August, at the same time, as the acquisition announcement, we committed to a $2 billion expansion of our asset disposition commitment. The proceeds from these future asset sales will allow us to deleverage our balance sheet on an accelerated basis as we reduce the debt incurred to fund the ALG acquisition. We've initiated this effort with two properties currently in the market and other active discussions underway. We feel very confident in our ability to execute on this expanded asset disposition commitment. We've realized over $3 billion in proceeds since our original announcement in 2017 at a very attractive multiple, and we have a high quality and a highly desirable asset base that remains on our balance sheet today. As a reminder, the $3 billion commitment was in two parts, $1.5 billion in 2017 and an additional $1.5 billion in 2019. During September, we completed the sale of two assets, the Hyatt Regency Lake Tahoe and Alila Ventana Big Sur, for approximately $500 million in gross proceeds and reached cumulatively over $3 billion in total gross proceeds from asset sales since 2017 at an average aggregate multiple of 17.4 times. We retained long-term management agreements for both of the hotels that we recently disposed of and exceeded our disposition target well ahead of schedule. In summary, we look forward to continuing our track record of realizing proceeds in excess of the valuation implied by the multiple for Hyatt and simultaneously transforming our earnings mix to an expected 80% fee-based proportion by the end of 2024. Importantly, with the earnings from our ALG acquisition, coupled with fees driven by our industry-leading growth, we'll be able to achieve this progress while maintaining investment capacity for future opportunities. Overall, I'm extremely pleased with the progress we are making toward our long-term strategy as we remain intently focused on executing the three key areas I've outlined as we position ourselves for the future. Finally, I want to touch upon the owner's meeting we recently held a couple of weeks ago at the beautiful Hyatt Regency Huntington Beach Resort. The attendance was as strong as it's ever been, and the energy from gathering in person was truly palpable. I was struck by the collective optimism we share about the future and how our purpose of caring for people so they can be their best has resonated with and been felt by our owners during the most of year downturn this industry has ever experienced. Their feedback centered on our attention to listening intently, focusing on the important issues and staying connected to their needs. We have much to do to ensure we are attracting the best talent in a challenging labor environment, to ensure we're doing everything possible to drive market share and operating margins for our brands and owners, and to make sure our systems and services keep pace with quickly shifting trends in technology. I left the meeting feeling energized at the progress we are making and the opportunities ahead to continue to deliver value to all of our constituents. We made significant progress toward realizing the benefits of our long-term strategy. And as the recovery continues to unfold, we have positioned Hyatt to emerge from this pandemic a stronger and more agile company. Our view to sustainable demand in the future continues to sharpen and with each passing month, our conviction and our enthusiasm grows. Joan, over to you. Late yesterday, we reported a third quarter net income attributable to Hyatt of $120 million and a diluted earnings per share of $1.15 with our results favorably impacted by gains on the sale of real estate of $307 million. Adjusted EBITDA was $110 million in the third quarter effectively doubling our adjusted EBITDA from the second quarter, again demonstrating our ability to translate improving demand into a strong increase in earnings. In a RevPAR environment that is improving but still challenging, we were able to narrow our adjusted EBITDA decline to only 32% in the third quarter versus the same period in 2019, which is the same as our systemwide RevPAR decline of 32%. Additionally, our adjusted EBITDA margin was 27.4% for the third quarter, an improvement of 50 basis points from the adjusted EBITDA margin of 26.9% we reported in the third quarter of 2019, serving as yet another marker of operating excellence in a lower demand environment. Systemwide RevPAR was $94 in the third quarter, representing a 29% increase compared to second quarter. Both occupancy and rate contributed to the sequential growth with occupancy improving by 700 basis points and rate growing by 12%. The improvement in rate is especially notable as it reached 96% of 2019 levels on a systemwide basis. Our base incentive and franchise fees totaled $96 million in third quarter reaching 71% of 2019 levels, with base and franchise fees more fully recovered than RevPAR as a result of our strong net rooms growth over the past two years. Turning to our segment results. Our management and franchising business delivered a combined adjusted EBITDA of $85 million, improving 33% from the second quarter. The Americas segment accounted for the vast majority of the sequential growth and recovered to approximately 80% of 2019 segment adjusted EBITDA levels. Hotels and resort locations were the primary driver of the recovery during the first two months of the quarter, with a more notable improvement from urban locations in September, driven by growing demand for business transient and group. Our Europe, Africa, Middle East and Southwest Asia segment also experienced material improvement in the third quarter as it benefited from the easing of travel restrictions and reopening of borders across Europe. Fees from our European hotels more than doubled from the prior quarter with France and Southern Europe leading the recovery. The Asia Pacific segment did not see the same level of improvement as our other two segments and the recovery in this part of the world remains uneven. Mainland China RevPAR had a strong start to the quarter trending 4% ahead of 2019 levels in July before dropping to less than 50% of 2019 levels in August due to reimposed travel restrictions. Demand has improved since with RevPAR strengthening to 78% of 2019 levels in October. Additionally, the recovery in Asia Pacific, excluding Mainland China, has progressed at a slower pace than other areas of the world as more stringent travel restrictions remain in place. However, we remain optimistic that results will improve in the region as vaccination rates continue to rise allowing for restrictions to be eased. Turning to our owned and leased hotels segment. The business delivered $51 million of adjusted EBITDA for the third quarter representing an improvement of $39 million from the second quarter. The performance was significantly ahead of expectation, driven by the ingenuity and responsiveness of our teams to market dynamics. Owned and leased RevPAR was $117 for the third quarter, improving 39% from the second quarter with notable improvement from group revenue, which jumped 87% sequentially and accounted for over 28% of the room night mix. We previously discussed how strong performance has been in our resorts during the quarter and it's important to highlight outperformance in some of our larger owned convention hotels as well. In the third quarter, Hyatt Regency Orlando, Hyatt Regency Phoenix and Grand Hyatt San Antonio, collectively had a stronger EBITDA contribution in the third quarter of 2021 as compared to 2019. This is quite notable considering group business accounted for approximately 70% of the rooms revenue mix for these hotels during the third quarter of 2019. This year, these hotels were still able to generate a significant amount of group business, representing 57% of rooms revenue and we're also able to grow transient revenue nearly 30% above 2019 levels through creative tactics such as repositioning the hotels for families and other leisure business. This is a great example of how we are evolving go-to-market sales strategies real time to meet the current demand profile and maximize performance of our owned and leased hotels. Overall, excellent revenue management and strong operational execution have resulted in significant margin expansion for our owned and leased hotels. Comparable operating margins were 20.3% in the third quarter, which is an improvement of 490 basis points relative to 2019 levels despite RevPAR that was only 75% recovered. Open positions have also contributed to lower operating costs, and we continue to closely monitor the labor environment and are working hard to fill open positions. The situation remains challenging, but we're making progress. As we mentioned last quarter, we continue to see some pressure on wages, and our general managers have made significant adjustments based on competitive market factors and the challenge and our response varies by market. I'd also like to provide an update on our liquidity and cash. As of September 30, our total liquidity inclusive of cash, cash equivalents and short-term investments and combined with revolver borrowing capacity was approximately $4.3 billion compared with $3.2 billion as of June 30. We received a USD254 million tax refund in July, $491 million of net proceeds from the sale of Hyatt Regency Lake Tahoe and Alila Ventana Big Sur, and raised $575 million in net proceeds from our equity offering in September. We also repaid $250 million in senior notes that matured in August. In October, we raised $1.75 billion of short-term 2- and 3-year fixed and floating rate notes at an approximate weighted average interest rate of 1.48%. We used $750 million of those proceeds to refinance our 2022 short-term prepayable bonds and successfully reduced our interest costs by $12 million annually on the refinancing. Our approximate total liquidity after the debt capital markets proceeds was $5.2 billion at the end of October. On November 1, we closed on the acquisition of ALG and paid cash of $2.7 billion. After the acquisition and as of today, our total liquidity position remains strong at approximately $2.6 billion, with $1.3 billion of cash, cash equivalents and short-term investments, and $1.3 billion available under the revolver. Finally, I'd like to make a few additional comments regarding our 2021 outlook. Consistent with our communication in the second quarter, we continue to expect adjusted SG&A to be in the approximate range of $240 million, excluding any bad debt expense or ALG integration costs. We're still refining the ALG integration cost estimate but expected to be in the range of $5 million to $10 million for the full year of 2021 with $2 million of that amount already included in the third quarter adjusted SG&A. It's important to note that these costs are nonrecurring and our plan does not include an extensive or costly integration of systems and processes. We continue to expect capital expenditures for 2021 to be approximately $110 million exclusive of any impact from ALG. We mentioned on our last call that we are pulling forward selected renovation projects to take advantage of the timing of lower displacement during the fourth quarter and therefore, our capital expenditures could actualize slightly higher if our materials and labor needs are secured before the end of the year. Turning to net rooms growth. We are reaffirming our expectation of rooms growth to be greater than 6% for the full year, exclusive of any impact from ALG. There is some degree of uncertainty related to supply chain issues, which could push certain openings into the first quarter of 2022. However, greater than 6% remains our best estimate at this time and we're pleased to be delivering another very strong year of net rooms growth. As we turn to 2022, we look forward to sharing more on the progress of our ALG integration efforts, and we'll be providing more detailed disclosures on the ALG business on our next earnings call. We're proud of the accomplishments we achieved to advance our long-term strategy and are excited about the value creation ALG brings to Hyatt and are even better positioned today to drive asset light growth than ever before. ","q3 earnings per share $1.15. qtrly net rooms growth of 6.9% compared to q3 of 2020.2021 capital expenditures are expected to be approximately $110 million. " "I'm joined today on the call by Marcelo Fischer, IDT's chief financial officer. IDT delivered another strong quarter, including significant year-over-year increases in consolidated revenue, income from operations and EPS. Consolidated revenue increased $16 million to $340 million. It is our third consecutive quarter of year-over-year increases in revenue and our sixth consecutive quarter of year-over-year increases in revenue less direct cost of revenue. Consolidated income from operations increased $11.6 million to $12.9 million this quarter, powered by a $9 million year-over-year increase in revenue less direct cost of revenue. Consolidated SG&A expense, meanwhile, was substantially unchanged year over year. We are successfully reducing the overhead in our traditional communications segment and redeploying those resources to support and accelerate the growth of our higher-margin businesses in the Fintech and net2phone-UCaaS segments. Fully diluted earnings per share increased to $0.51 from $0.04 in the year-ago quarter. The quarter's results were highlighted by year-over-year revenue expansion from our three higher-margin businesses, National Retail Solutions, BOSS Revolution Money Transfer and net2phone-UCaaS. Within our Fintech segment, NRS added over 1,500 units to its POS terminal network this quarter. In the year-ago quarter, we added less than 800 units. We've picked up the pace of network expansion significantly. At January 31, NRS had over 13,700 billable units in the network. NRS' quarterly revenue increased by over 150% year over year to $5.2 million, led by growth in payment processing services and in digital out-of-home advertising sales. Although we are in the early stages of monetizing both of these offerings, they helped to drive a 50-plus percent increase in revenue per POS terminal over the past year. Also within Fintech, our BOSS Revolution Money Transfer service increased revenue 73% to $13.3 million. We continue to build out our global disbursement network, and this quarter passed an important milestone, opening corridors to Southern Asia with the addition of Pakistan and Nepal. Looking ahead, we are laying the groundwork for the first expansion of our origination market. The reach of our disbursement network and significant transaction volumes into key destinations enable us to provide a highly competitive C2C service from a number of countries. We expect to launch our expansion by offering BOSS Revolution Money Transfer in Canada and the U.K. in fiscal 2022. In our net2phone-UCaaS segment, subscription revenue climbed 36% to $10.1 million. Growth has been solid in all of our markets, the U.S., Canada, South America and Spain. Our continued growth validates our geographic strategy but also reflects the accelerated rate at which we have been able to develop and deploy enhancements to the offering itself, most notably adding integrations with some leading CRMs and communications platform. In the second quarter, we launched our integration with Slack, the leading channel-based messaging platform, building on previous integrations with and Microsoft Teams. More recently, we launched a powerful integration with Salesforce, the world's largest CRM. These integrations enable net2phone to approach higher seat count customers and position us to strengthen revenue without sacrificing growth. The increase in sophistication of our feature set and adaptability of our offerings prompted CIO Review, a publication for technology leaders, to name net2phone as one of its top 20 companies providing transformative solutions for retail businesses. In our traditional communications segment, aggregate adjusted EBITDA less capex increased to $18.2 million, $4.6 million more than in the year-ago quarter. Strong year-over-year growth in international mobile top-up sales, in combination with stable BOSS Revolution calling revenue, more than offset a decline in carrier services revenues. Looking beyond our established businesses to new opportunities, we are preparing to relaunch the BOSS Revolution mobile initiative. Our initial MVNO effort in partnership with Sprint struggled but we are confident that this time around, we will do much better. Across our businesses, the entrepreneurial spirit drives everything we do and will be a powerful source of value creation as we continue to build IDT. ","compname announces quarterly net income per diluted share of $0.51. idt corp - qtrly net income per diluted share of $0.51. idt corp - qtrly revenue of $340 million. " "By now, you have seen our announcement, and I think you would agree we had a great quarter. Broad-based momentum drove significant improvement in key financial and performance metrics in this quarter. Revenue grew more than 20% with double-digit gains in each business segment. Lottery same-store sales rose 9% and were up 19% from the third quarter of 2019, demonstrating an improved underlying business growth profile. Global Gaming revenues increased over 30% and the segment profit margin reached the highest level in seven quarters. This was helped by our OPtiMa cost-saving program, which I'm pleased to report we completed during the quarter ahead of schedule. We are now breaking out our digital and betting business, that will provide you with a more comprehensive view of those activities, which delivered the strongest growth in the quarter. We recently announced some high-profile new hires underscoring our increased focus on the segment and willingness to invest in this fast emerging business. We delivered a significant profit in the period. Operating income was more than double than prior year's level. Adjusted EBITDA of $407 million yielded a margin of 41%, which is among the strongest we have achieved. Leverage improved to 3.8 times, the lowest level in the IGT PLC history and below the 4x threshold we have been targeting for some time. On the heels of excellent year-to-date results and our solid financial condition, the board reinstated a quarterly cash dividend, signaling their confidence in the company's prospects. It is an important milestone. We are happy to be in the position of returning capital to shareholders. Diving a bit deeper into Lottery. Same-store sales were strongest in our main U.S. and Italy markets, both up double digits in the period. Our lottery momentum remains strong with the same-store sales up over 50% compared to last year and more than three times Q3 '19 levels. We recently won several new contracts, including a 10-year facilities management contract with the Connecticut Lottery, where IGT is displacing an incumbent. We are excited to become their trusted growth partner with our suite of world-class lottery solutions. We entered a seven-year agreement to upgrade FDJ's current lottery central system to IGT's advanced Aurora platform, featuring enhanced omnichannel capabilities. This builds on our over 20 years partnership with the operator of the French National Lottery, the fourth largest in the world. We also secured a new instant ticket service contract with WestLotto. Germany is the largest lottery extending our 13-year partnership. Our cloud-based eInstants platform, the first of its kind went live in Georgia during the quarter. Building on that successful deployment, we intend to roll it out to our other high lottery customers over the next several months. Our investments in digital are being recognized. IGT's Mobile Lottery Solutions want Lottery Product of the Year at the 2021 International Gaming Awards. It is a nice endorsement of our increased focus in this arena. The year-over-year gains for our global gaming segment are impressive. We also continue to see sequential improvement in many KPIs. The global installed base were up, led by North American new and expansion activity and good progress with multilevel progressives. Yields are also stronger. On the product sales front, ASP were up nicely, helped by growing demand for our peak series of cabinets. The improving KPIs are consistent with the overall recovery we are seeing in the market. This, along with OPtiMa savings has driven substantial improvement in gaming profit margins. Everyone was excited to be back at G2E this year. While attendance wasn't that of previous [Inaudible] this year's attendees were serious in their intent and customer sentiment was quite good. It was a productive show for us. Among the key IGT highlights was the most robust offer of multilevel progressive we have ever showcased. We had 18 in total at the show, a mix of both leased and for-sale games. Haywire and Wolf Run Eclipse were among the most popular MLP titles at the show. There was a lot of excitement around our new hardware. We are expanding the high-performing peak family with a supersized Peak65 cabinet, launched in conjunction with the 25th anniversary of the Wheel of Fortune's launch. The new DiamondRS mechanical reel cabinet was another standout, and we expect will extend our leadership in the Stepper category. And there was tremendous interest in cashless. Our resort wallet and IGT cashless and payment solutions received a lot of positive feedback from potential customers. IGT is unique and well positioned in this area. We are the only company offering a fully integrated turnkey cashless solution. It marries convenience and ease of use, one wallet, one account, one step. The strength of our offer received important industry recognition, recently being named Product Innovation of the Year at the Global Gaming Awards in Las Vegas, and Technology Provider of the Year at the International Gaming Awards. The creation of a stand-alone digital and betting segment will help you all appreciate the scale, growth profile, and attractive margin structure of the business. We are already a leader in the B2B ecosystem, and that is reflected in the results with revenue up over 50% year to date and reaching a 32% adjusted EBITDA margin. Margins should strengthen as the business gains scale even as we increase investments to support growth. Success in iGaming comes down to content. Our ability to leverage proven land-based titles in the digital space provides a competitive advantage. We are seeing success -- we are seeing success with long-standing franchises such as Wheel of Fortune, along with the newer titles like Fortune Coin and, we are increasingly focused on developing digital native content to differentiate and enhance our leadership position. We are also bolstering our offer with third-party content and recently signed a multiyear content distribution agreement with Yggdrasil, a leading creator of digital games. Earlier this week, we announced Gil Rotem joining the company as president of iGaming. In the nearly two decades of industry experience with 888.com and bet365, will help drive the strong growth we expect over the next several years. We have an equally impressive new hire in sports betting, where we recently appointed Joe Asher, a long-standing industry veteran, as president of the business. His knowledge of the market will be a great asset as we focus on rolling out our third key retail in digital solutions across the U.S. Outdoor is an important part of the turnkey retail offer and interest in our CrystalFlex sports betting terminal and PeakBarTop is strong. Players can watch their favorite sports while easily placing sports wagers, enjoying the slots, playing video poker and Keno all on the same machine. It provides a very rich player experience. The CrystalFlex won top prize in the Best Consumer-Service Technology category at the GGB Gaming & Technology Awards. With the strength of our year-to-date results, we are raising our product outlook. Revenue, profit margins, cash flows and leverage are all expected to be better than pre-pandemic levels. And with a compelling growth outlook across business segments, we are all-well positioned to create significant value for all stakeholders. Our results would not be possible without the tremendous dedication of the IGT team and their superb focus on our core values. We asked a lot of our people during the pandemic. Now it is the time for us to recognize them. We intend to provide a special bonus to employees not covered by existing incentive compensation plans who were impacted by furloughs and salary reductions last year. This will amount to about 5% of the annual base salary for our -- sorry, workforce. Sustainability, good corporate citizenship and ESG matters and have always been important to AGT. And our efforts were recently recognized with a reduced interest rate on our term loan facilities. And with today's news of restating a quarterly cash dividend, we are also giving back to shareholders. This is an important signal of management and the Board's confidence in our financial condition and business outlook. We look forward to expanding on our long-term outlook and providing additional insight into our capital allocation plans at the next week's investor day. We delivered another strong quarter of financial results in Q3 as demand for our products and services drove revenue higher across all segments. Operating income increased more than 140% year-on-year on high profit flow-through of global Lottery same-store sales growth, including a positive mix impact from Italy lottery sales and strong operating leverage across business segments, primarily associated with savings from the OPtiMa program. A high-level summary of our key financial results as shown here on Slide 11. The year-over-year comparisons on a quarterly and year-to-date basis highlight the outstanding resilience of our business. Year-to-date, cash from operations increased 78% to more than $600 million and free cash flow more than tripled to $445 million. Our quarter and year-to-date results have been impressive across several key financial metrics, driven by solid revenue growth as well as disciplined cost management including the achievement ahead of schedule of over $200 million in OPtiMa structural cost savings. During the quarter, IGT delivered nearly $1 billion in revenue, over $200 million in operating income and more than $400 million in adjusted EBITDA. On a year-to-date basis, revenue and profit grew significantly over prior year levels and exceeded pre-pandemic 2019 levels. We achieved operating income and adjusted EBITDA margins of 24% and 43%, respectively, bolstered by higher operating leverage. Now let's review the results of our business segments in detail. Sustained strength in player demand drove global Lottery revenue up 14% to $652 million. Global same-store sales increased 9% year-on-year and 19% compared to Q3 2019, with growth across many geographies and games. Italy lotteries continue to benefit from strong demand, generating 16% same-store sales growth even after other gaming alternatives gradually return with the reopening of gaming halls at the end of the second quarter. This was primarily fueled by increased instant ticket sales. We also saw nice growth in iLottery revenue as a result of an expanding customer base. Same-store sales grew a solid 8% in North America and the rest of the world, driven by continued momentum and the benefit of higher jackpot activity. Instant ticket product sales revenue was also up nicely. Strong same-store sales as well as the higher mix of Italy business will generate more revenue per wager led to margins well above the normal range. Operating income increased 19% to $234 million, and adjusted EBITDA was 12% and to almost $350 million with a strong 53% adjusted EBITDA margin. The progressive recovery continued during the quarter with Global Gaming delivering the highest quarterly revenue and profit levels since 2019. Revenue rose 34% to $289 million, driven by solid increases in active units, yield, number of machine units sold and ASPs. Terminal service revenue increased 44% on a higher number of active machines and growth in total yield. The installed base in North America increased over 500 units sequentially, driven by North America new and expansion activity and additional placements of multiyear progressive units. In the rest of world, the installed base was up over 400 units year-on-year and stable sequentially. Currently, over 95% of our U.S. and Canada casino installed base is active with closures still impacting some cruise ships and capacity restrictions still limiting the number of active machines in Canada. We sold around 5,700 units globally in the quarter compared to about 3,700 units in the prior year. Unit shipments were driven primarily by strong replacement demand from casino and VLT customers. Profitability measures were significantly higher in the quarter as revenue growth and savings realized from the OPtiMa structural cost savings program propelled higher operating leverage. Today, we are reporting the results of Digital & Betting as a dedicated segment for the first time. We decided to create a stand-alone segment, given the leadership positions we hold as a B2B provider in the market, and in an effort to provide greater visibility to this high-growth business. Digital & Betting results were previously included as part of Global Gaming. We recently filed recast historical financial information related to this resegmentation with the SEC, which you can find on the Investor Relations section of our website. In the third quarter, revenue increased 37% year-on-year to $43 million, driven by double-digit increases across both iGaming and sports betting. Growth in iGaming was primarily driven by expansion to new markets, including Michigan, Alberta, Finland, and Sweden, but also saw a nice contribution from existing customers in jurisdictions like New Jersey and Pennsylvania. While sports betting was mainly bolstered by existing customers in the quarter, we are rapidly expanding our footprint with many new customers recently announced. High flow through of revenue growth drove profitability significantly higher, with operating income doubling over the prior year to $12 million and adjusted EBITDA increasing 66% to $15 million. The Digital & Betting segment delivered 36% EBITDA margins in the quarter bolstered by lower jackpot funding and the timing of marketing spend. This is an impressive achievement from an emerging business. We delivered $113 million in cash from operations and $66 million in free cash flow during the third quarter. Cash flow in the quarter were impacted by the timing of collection cycles in Italy and higher cash outlays as working capital items returned to more normal levels. Very strong year-to-date free cash flow of almost $450 million, coupled with approximately $900 million in net proceeds from the sale of our Italy gaming business has allowed us to reduce our net debt by over $1.2 billion this year. We received EUR 100 million payment on the Italy asset sale during the quarter, ahead of the December 2021 to date. As a reminder, the final payment of EUR 125 million is due in September 2022. The leverage has improved to 3.8 times, well below pre-pandemic levels and exceeding our target of four times. And as Marco mentioned, IGT board of directors has reinstated a $0.20 per share quarterly cash dividend to be paid in early December. Our credit profile has greatly improved over the last year due to a significant reduction in net debt increased liquidity and extended debt maturities. During the quarter, we successfully amended and extended our term loan facility, adding the unique feature of an ESG margin adjustment. This is a sound testament to our sustainability commitment. I am proud and happy to say that we have already achieved an increase in our ESG rating, lowering our borrowing cost another $0.5 million on an annual basis. In summary, I would like to highlight that we reached a significant milestone this quarter with the year-to-date revenue and profit exceeding pre-pandemic results during the same period in 2019. The performance of each of our business segments has been impressive with Global Lottery achieving record results on strong player demand, global gaming delivering sequentially higher results each quarter since 2019 and Digital & Betting drives significant growth in a nicely profitable business. We achieved our '21 goal of delivering over $200 million in OPtiMa structural cost savings ahead of schedule and expect more benefits to materialize as the Global Gaming segment continues to scale. We'll talk a bit more about this next week during our investor day. We generated record level of cash flow so far this year, which allowed us to significantly pay down debt and improve our leverage to 3.8x. And lastly, IGT board of directors have instated a $0.20 per share quarterly cash dividend, signaling my confidence in our long-term outlook and providing a nice return of capital to shareholders. On the back of very strong year-to-date results, we are raising our outlook as we currently expect to deliver revenue of approximately $4.1 billion, operating income of about $900 million and total depreciation and amortization of between $700 million and $725 million. This outlook reflects our expectation that Q4 revenue and profit will be pretty much similar to Q3. As a reminder, the first half of 2021 benefited from some discrete items in our Lottery business between gaming hall closures in Italy, elevated multi-stage app productivity and LMA performance in the U.S. This represents a positive impact of about 300 basis points on our operating income margin for the full year. Free cash flow for the full year is expected to reach record or near record levels with cash from operations expected to range between $850 million and $900 million and capex coming in below $300 million. We also expect leverage to remain below four times, given the profit and cash flow guidance I just mentioned. While it is unfortunate that we cannot be physically together next week for our investor day, we are still very much looking forward to the virtual event where Marco and I, along with other members of the IGT senior management team, will share the company's business strategy, long-term growth prospects and capital allocation plans. Operator, would you please open line the questions. ","raising 2021 operating income outlook on strong business trends. reinstatement of $0.20 per common share quarterly cash dividend. sees fy21 revenue from continuing operations of $4.1 billion. sees fy21 capital expenditures below $300 million. fy21 outlook does not factor in any additional impact from covid-19 restrictions. " "With us on the call today are Michael Kasbar, Chairman and Chief Executive Officer; and Ira Birns, Executive Vice President and Chief Financial Officer. If not, you can access the release on our website. Before I get started, I would like to review World Fuel's safe harbor statement. A description of the risk factors that could cause results to materially differ from these projections can be found in World Fuel's most recent Form 10-K and other reports filed with the Securities and Exchange Commission. As with prior conference calls, we have set members of the media and individual private investors on the line participate in listen-only mode. This is Ira Birns. Before Mike begins, operator, we've been informed that we still have music playing while Glenn was speaking. Could you please ensure that, that's shut off ASAP before Mike begins? We'll be with you in a few minutes. Sorry for the delay. Can you hear the music? So I give us a couple more minutes. Our sincere apologies, we're still try to work -- working how with the conference call [Indecipherable] shut off the music. We'll be with you in a minute or two. I'm not hearing music on my end. Is anyone still hearing music? Okay, we're back on. Sorry for the delay. So it's the music, but hopefully, everybody can hear. If not please figure out a way to contact us. So we're assuming everyone's hearing. It's good to be here today. As we all know, it's been a year like no other. It was a year when our company, our country and the world were challenged in ways never before experienced. It was also a year in which we learned a lot about ourselves and each other, about how we respond to emergencies, to rapid change, to having our personal and business lives turned upside down, and the health of our family and employees put at risk. The pandemic impacted some businesses more than others. Please support the industries that have been among the most impacted. The World Fuel was the ultimate stress test, and I could not be more pleased with and proud of the incredible job our global teams did during this extraordinarily challenging year. We did not miss a beat for our customers or suppliers in any part of our business activity or in all part of our global operations, not one. We absorbed risk, performed our operations with excellence and improved our safety metrics along the way. We maintained and enhanced our commercial, operational and financial position as the counterparty of choice to the global aviation marine and land-based industries. I could not be more proud of the dedication and efforts of our team and the outcomes they drove in this difficult, risky and volatile year. We have been fire-tested and are stronger for it. Today, all of our businesses are strong, healthy employees to respond to the resurgence in passenger travel and commercial activity in aviation, marine and land as local and global markets reopen. The work that we have done over the year on talent, leadership and culture has better positioned us to execute on delivering and scaling our existing diverse energy and last half-mile logistic solutions to end users. Our aviation, marine and land businesses continue to refine and enhance their offerings and expand their global networks. We have clearly demonstrated -- they clearly demonstrated there's strategic value in their markets during the most successful -- I'm sorry, stressful time in history. Our energy management business continued to evolve its natural gas, power, wind, solar, carbon and renewables activities, and as I said last quarter, this business is breaking into stide. We provided robust energy management advisory services to a broad base of locally rolled businesses in 55 countries. We sourced renewable energy from our portfolio of 190 renewable power plants. We concluded solar power agreements with various communities as well as agreements with utility-scale solar projects for Fortune 500 companies. We've managed and sold growing volumes of electricity and natural gas. Throughout all of our businesses, we were supporting our clients' pathways to lowering their carbon footprint and meeting their growing ESG agendas by procuring and selling carbon credits, sustainable aviation fuel and renewable diesel. As I said last quarter, the reception from the market to our sustainability offerings did accelerate. Society has passed the tipping point on climate action, and we are well positioned to serve the sustainability needs of the market. Last quarter, I mentioned our generated military activity and the synergy of our commercial activities. While our core in-theater business has experienced substantial declines as a result of troop withdrawals in Afghanistan, I am confident we will be building out a more diverse portfolio of business activities within this sector, which leverages our commercial, operational and expeditionary capabilities. As I have said in the past, our military activity and expertise has positively influenced our commercial practices. And the military veterans that work shoulder to shoulder within their organization continue to help us drive operational excellence. We are grateful for your service and contribution to our success, and are committed to hiring and supporting military service members throughout our global organization. In addition to participating in what is rapidly moving from an energy transition to an energy revolution, we are also participating in the digital transition. We are digitizing more transactions, documents and communications every day and moving hundreds of suppliers and customers to our PPIs and portal solutions, all with the purpose of reducing costs, lowering ours and our customers' and suppliers' partner footprint and increasing the value by improving operational integration with the markets we serve. We are taking our large and liquid analog transportation fuel marketplace and turning it into a digital energy ecosystem, and we're doing this with smaller teams and better performance as a function of focusing on diverse talent and thinking, and a collaborative culture. In 2020, our global team showed great strength of character, tremendous resilience, uncountered grit and a relentless determination and burning desire to do well. Ladies and gentlemen, I hope you enjoyed the extra music. Sorry about that again. But before I begin my financial review, I would also like to reiterate Mike's sentiments. Last year was one that brought unforeseeable challenges to our business in the markets we serve. But we couldn't be prouder of what our company has accomplished in the face of such extraordinary challenges. While uncertainty still looms, the proverbial light at the end of the tunnel seems to be creeping a bit closer. And we are very confident that our resilience business model will bounce back as the markets we serve begin to recover. More positive news is coming out every day regarding vaccination rates and trends in COVID activity and the progress that is being made should be very encouraging to us all. I'll provide additional details regarding what we have done to strengthen our company during 2020 as I give a more detailed review of our fourth quarter and full year financial results. As usual, please note that the following figures exclude the impact of nonoperational items as highlighted in our news release. The nonoperational income and expense items for the quarter and full year, principally relate to the gain on the sale of our multi-service business, most of which was recorded in the third quarter, as well as our acquisition, divestiture, impairment and restructuring-related expenses. Now let's begin with some of the fourth quarter and full year highlights. Consolidated volumes for the fourth quarter increased 3.5% sequentially to 3.5 billion gallons. For the full year, our consolidated volume was 14.4 billion gallons, that's down approximately 26% compared to 2019, mostly related to the pandemic's impact on our commercial aviation business. Adjusted fourth quarter net income and earnings per share were $1 million and $0.02 per share, respectively. And adjusted full year net income and earnings per share were $74 million to $1.15 per share for seven weeks. Adjusted EBITDA was $45 million in the fourth quarter and $261 million for the full year. And lastly, we generated another $114 million of cash flow from operations during the fourth quarter which contributed to a record $604 million of cash flow from operations for the full year, further strengthening our balance sheet amid the ongoing and pandemic. And now consolidated revenues for the fourth quarter was $4.7 billion, again, negatively impacted by the continued effects of COVID-19 on our segment volumes as well as a 25% decline in average fuel prices compared to 2019. For the full year, consolidated revenue was $20.4 billion that's a decrease of $16.5 million or 45% when compared to 2019, with the decline driven by the same factors as the fourth quarter. Our aviation segment volume was 1.1 billion gallons in the fourth quarter, to actually up 12% sequentially, but still well below pre-COVID activity levels. Strength in cargo operations and business aviation was offset by continued weakness in global commercial passenger aviation activity. Fourth quarter spikes in COVID activity led to a reinstitution of mandated quarantines and other forms of travel restrictions in much of Europe, the Americas and even Asia. These restrictions are expected to remain in place for the balance of the first quarter. However, COVID cases, hospitalizations and vaccination rates all seem to finally be trending in the right direction, which should begin to result in relaxed travel restrictions. This is all leading to growing optimism for a reasonable recovery of commercial aviation activity, potentially beginning as early as sometime during the second quarter and into the third quarter of this year. For the full year, volume in our aviation segment was 4.7 billion gallons, that's a 3.8 million gallon decline or 45% compared to 2019, again, for the same obvious reasons. Volume in our earnings segment for the fourth quarter was 4.2 million metric tons and approximately 17% year-over-year and 3% sequentially. The year-over-year declines were principally driven by weaker demand across the core resale in physical businesses. For the full year, our segment filing was 17.5 million metric tons, that's a decline of 3.4 million metric tons or 16% compared to 2019. Our land segment volume was 1.3 billion gallons or gallon equivalents during the fourth quarter. That's a decrease of only 11% year-over-year and an actual increase of 2% sequentially, generally good results considering the broad economic impact of the pandemic on our markets our land business serves. We experienced year-over-year COVID-related volume deployments in our retail, commercial and industrial and wholesale operations, which were partially offset by increases in our drilling power, natural gas and sustainability platform. Our land team remains focused on expanding our C&I power and natural gas and sustainability platforms and has done a great job managing our land business through the pandemic over the course of 2020. For the full year, volume on our land segment was 5.1 billion gallons, that's a decline of 390 million gallons or 7% compared to 2019. And consolidated volumes for the full year was 14.4 billion gallons, down 5.1 billion gallons or 26% year-over-year. Consolidated gross profit for the fourth quarter was $165 million, that's a 42% decrease compared to the fourth quarter of 2019 and a 23% decrease sequentially. For the full year, consolidated gross profit was $852 million, down $260 million or 23%, both declines driven by the impact of the pandemic on our aviation and marine results. Our aviation segment contributed $70 million of gross profit in the fourth quarter, down 50% year-over-year and 28% sequentially. The reason for the year-over-year decline again is obvious, but we also experienced a sequential decline due in part to renewed travel restrictions in the fourth quarter, as mentioned earlier. These restrictions most significantly impacted our iron ore volumes that are serviced by our physical operating network in Europe. Also, our inventory business was negatively impacted by fuel price volatility during the quarter, and we also experienced a modest sequential decline in government-related activities related to well pump size Afghanistan troop withdrawals, mandated by the prior U.S. administration. As we look ahead to the first quarter of 2021, we anticipate that aviation gross profit will remain flat sequentially, driven principally by continued lockdowns in many parts of Europe and other areas of the world, which, again, we expect will last through the balance of this quarter. For the full year, aviation gross profit was $353 million, a decline of $188 million or 36% year-over-year. The marine segment generated fourth quarter gross profit of $23 million, a 60% year-over-year decline and a 29% decline sequentially. The COVID-related year-over-year decline in core retail activity, including the [Indecipherable] sector, was compounded by a comparison to a very strong fourth quarter in 2019, and which has benefited from the lead out to the January one very [Indecipherable] IMO regulations. In addition to seasonality, the sequential decline related to lower margins we expected in our core retail activity and weakness in our physical business, impacted in part by COVID-19. As we look ahead to the first quarter, based on what we've experienced year-to-date, we expect marine gross profit to increase sequentially, driven by a rebound in our higher-margin physical business and an increase in customer derivative-related activity. For the full year, the marine segment generated $151 million of gross profit, which is down $30 million or 17% compared to 2019. Our land segment delivered gross profit of $72 million in the fourth quarter, up 3% year-over-year and 11% sequentially when excluding profitability related to multi-service, which we sold at the end of the third quarter. While core domestic activity declined, land experienced sequential increases in our power and gas business as well as the benefit of seasonality in the U.K., again, a good outcome for land considering the impacts of COVID-19 on the markets they serve. Looking ahead to the first quarter, we expect land gross profit to be sequentially higher, principally related to the increase in activity in the U.K. as we expect people strength in our oil distribution activities, which began in the fourth quarter to continue through the first quarter, driven in part by assumed higher usage as a result of continuing pandemic-related lockdowns. And some additional potential upside related to the recent volatility in the natural gas markets in parts in the U.S. For the full year, the land segment contributed gross profit of $348 million, after excluding the impact of multi-service, the land year-over-year decline was only $9 million or 3%. Core operating expenses, which exclude bad debt expense, were $135 million in the fourth quarter, which is well below the range that we provided on our last quarter's call, as we remain focused on managing our variable costs during this period of continuing uncertainty. Looking ahead to the first quarter, operating expenses, excluding bad debt expense, will likely be a bit higher in the range of $138 million to $142 million. If we look at the full year 2020, core operating expenses were $613 million that stand at $152 million or 20% when compared to 2019. By taking swift action to reduce our costs to better align the economic realities of 2020, we were able to mitigate more than 50% of the full year decline in gross profit. This is another testament of our team's focused effort to manage through the challenges the pandemic. Speaking of the challenges with pandemic, the debt expense in the fourth quarter was $5.8 million, returning to a more normalized level after two quarters of COVID-related elevated expenses. We continue to navigate challenging markets well. Our credit team continues to do a fantastic job underwriting risk with credit lines remaining well below historical levels. As we look to 2021, we expect bad debt expense to return to levels at or below those experienced in 2018 and 2019, unless market conditions somehow deteriorate substantially from here. Adjusted income in operations for the fourth quarter was $25 million, down significantly from 2019 and sequentially, again, due to the impact of the pandemic on our aviation and marine segments, most specifically. For the full year, income from operations was $176 million, also down significantly, principally driven by the impact of COVID expenses. Fourth quarter interest expense was $12 million, which is down 30% year-over-year. While [Indecipherable] success continues to benefit from lower average borrowings and significantly low interest rates, interest expense increased sequentially as we ramped up our accounts receivable sales facility, which is further strengthening our liquidity profile. At the end of the fourth quarter, we again had no borrowing with outstanding under our revolver, and we ended the year in a net cash position. We expect interest expense for the first quarter to be in the range of $10 million to $11 million. Other expenses were also elevated in the fourth quarter, principally related to foreign exchange losses driven by significant currency volatility during the quarter. As a result of the impact of the pandemic on our operations, we were required to post a fairly significant amount of valuation allowances against our deferred tax assets in various foreign jurisdictions during the fourth quarter. This resulted in a higher effective tax rate for the fourth quarter and even the full year. These noncash adjustments are required under tax accounting standards and procurements from recording a tax benefit on certain legal equity loss results which, again, will continue to be driven principally by the decrease in demand associated with travel restrictions imposed globally due to COVID-19. The recorded devaluation allowance has no cash flow impact and our net operating loss carryforward assets remain available to offset future taxable income from these legal entities once they become profitable to get close to identical since we did not be able to recognize any tax benefit, and so we start showing profitability in these jurisdictions, our effective income tax rate may remain higher than we would like in the short term. If we normalize our rate for the impact of these allowances, our fourth quarter effective tax rate would have been somewhere in the low 30s. Based on what we know today, we expect our effective tax rates to be in a very similar range in 2021, unless the local market conditions change materially. Our total accounts receivable balance declined to about $1.2 billion at the end of the year, down more than 50% or approximately $1.7 billion from December of 2019, driven principally once again by volume declines and lower fuel prices. Our continued focus on carefully managing working capital resulted in fourth quarter operating cash flow of $114 million. For the year, we generated more than $600 million of cash flow from operations, which have enabled us to repurchase $68 million of our shares and pay $26 million of dividends while still strengthening our balance sheet substantially, again during the midst of the pandemic. This provides us with a significant amount of available liquidity to invest in organic growth initiatives, a robust pipeline of strategic investments, additional share repurchases and dividends, all intended to drive greater shareholder value. In closing, as we all know, 2020 is a very tough and unprecedented year, not only for us as a company, but for the markets we participate in just about everybody else. While we do not control in business demand recoveries from COVID-19, operating remotely for almost the entire year now, our global team did an exceptional job focusing and executing on [Indecipherable] within our control. Specifically, managing our expenses and cash flows and credit exposure to customers and other [Indecipherable] margins. And while EBITDA was still significantly impacted by the pandemic, these prudent actions further strengthened our balance sheet, reducing net debt by more than 578 million -- $575 million, bringing us in a net cash position at year-end. Looking forward, any state of crisis is a terrible thing to waste, and we worked very, very hard in 2020 to ensure we did not reach this horrible crisis. I believe we will comment to much strong and efficient business. With our balance sheet stronger than has been in a very long time, we are well positioned to hit the ground running as demand recovers post pandemic with significant capital available to invest to further strengthen multiple areas of our business with the greatest opportunities for growth and operating leverage. ","q4 adjusted earnings per share $0.02. qtrly revenue $4,702.1 million versus $9,358.1 million. " "With me on the call today is Intrepid's co-founder, executive chairman, president and CEO, Bob Jornayvaz. These statements are based on the information available to us today, and we assume no obligation to update them. These risks and uncertainties are described in our periodic reports filed with the SEC, which are incorporated here by reference. During today's call, we will refer to certain non-GAAP financial and operational measures. Solid cash flow and EBITDA highlighted our fourth quarter and put a positive end on a unique year. The encouraging trends we saw emerging in the fourth quarter are continuing into spring as commodity markets show strength across both our fertilizer and oilfield segments. The last couple of months, we have seen gradual yet sustained improvements in our ability to combat the COVID-19 pandemic, we are optimistic that the good news will continue as cities begin to relax restrictions now that significant portions of our most vulnerable populations are protected. We wish the world well. Our nutrient business ended the year with significant momentum and hasn't slowed down in the first quarter. We called the bottom in the potash market on our November earnings call and recent pricing and demand has exceeded our expectations. We announced another potash price increase in February, up $50 per ton, increasing our posted potash prices $140 per ton above summer fill levels. Trio has also seen strong demand and has currently posted $60 per ton higher than the summer fill values. Customers have been eager to secure product as prices continue to move up and have locked in some volumes through second quarter with additional spot buying occurring throughout the spring and farmers who are eager to replenish nutrients at today's crop prices. Strong commodity pricing in soybeans, corn, wheat, palm oil, sugar, cotton and bottoms in the cocoa market in the coffee market, all in strength to a continuing global demand. During the fourth quarter, we continue to position ourselves to capitalize on the return of the oilfield demand in the Delaware Basin, leading ESG initiatives with a clear emphasis on full cycle water management. Full cycle water management means minimizing traditional source water use and produced water disposal with environmentally friendly treated produced water recycling. With environmental and sustainability goals, front and center for so many oil and gas management teams, regulatory bodies and governments, the need for responsible and innovative use and reuse of water is the key to capturing the full potential of the Delaware Basin. Intrepid is uniquely positioned with its variety of assets and water rights in Southeast New Mexico, to become a leader in the space, touching every aspect of the market from fresh and brine water delivery to recycled and produced water handling and disposal. We are in the early stages of construction of a produced water disposal system adjacent to our South Ranch and should have our first produced water well drilled in the first half of this year. As we finalize our capital plans, we are also working on minimum volume commitments with operators that will provide a solid base of demand to support our investments. We expect to produce water well will cost approximately $2 million and will complete incremental capital for the surface facility at the appropriate time. Total capital for our first well and surface facilities is estimated at $7 million. We expect additional wells can be added as demand and volume commitments require at a cost of approximately $2 million each. In addition to produced water, we're investing in recycling infrastructure and expanding our capabilities to deliver the services and products necessary to operate in an increasingly ES&G focused environment. We are currently in talks with multiple companies about partnering in new and exciting areas of oilfield and full cycle water management business that will leverage our unique position and inherent optionality of our Intrepid freshwater and brine water assets across the Northern Delaware Basin. The Northern Delaware is full of long-term-focused, well capitalized operators, and we are seeing many of these operators revisit their expectations for 2021 as oil prices have improved significantly in recent months. Frac demand is increasing and source water demands per completion are higher than ever. During the first quarter, we sourced water from third parties had positive margins to supplement our own water rights and existing infrastructure to meet the increasing volume requirements of operators. Our strong relationships with those operators and our ability to meet significant refresh rights sets us apart from many other source water providers in the Delaware Basin. The next few quarters are pivotal for Intrepid, as we will execute on our strategy to expand our oil and gas midstream business in the Delaware Basin and tap into the significant opportunity that full cycle water management offers. Proper water management and the ability to provide operators with a single source capable of meeting both their operating and ESG goals will be essential in unlocking the potential value of this business over the coming months. Our fourth quarter was highlighted by strong improvements in earnings and EBITDA compared to the third quarter as good fertilizer fundamentals and an improving oilfield outlook drove increased gross margin across all our business segments. We recorded fourth quarter adjusted EBITDA of $9.7 million, an increase of over $8 million compared to the third quarter of 2020. As Bob noted, the potash market really took off in the fourth quarter with three announced price increases, good weather across the country and rising commodity prices. Customers look to replenish potash inventories after a strong fall application season that was evidenced by the 78,000 tons of potash sold in the quarter up significantly from the prior year. Looking toward 2021, we still expect first half potash volumes to exceed prior year by about 5% to 10% despite the large volumes in the fourth quarter. Average net realized sales price will continue to increase into the second quarter as we've layered in ag sales at varying price levels throughout the spring. We have fully realized the fourth quarter price increases in our second quarter volumes and expect some additional spot tons at our current pricing. All said, we expect our net realized pricing to increase from $248 per ton in the fourth quarter of 2020 to 300 to $310 per ton for the second quarter of 2021, with the first-quarter net realized sales price about halfway between the two. Going forward, we continue to focus significant effort on expanding our specialty potash sales, specifically into the premium armory and feed markets, areas where we saw significant growth in 2020. For the trio segment, our domestic market saw great early season demand in the fourth quarter as we continue to grow sales in key markets throughout the U.S., total fourth quarter sales volumes were down slightly compared to last year. Due to large international sales in the fourth quarter of 2019. Our posted price is now up $60 per ton compared to the summer fill levels, and we are seeing good subscription at current pricing into the spring. We expect our net realized sales price will increase to approximately 220 to $230 per ton in the first quarter and 230 to $240 per ton in the second quarter of 2021. The oilfield segment improved significantly over Q3 as water sales increased from our higher-margin sources and contracts, benefiting the bottom line. Total water sales, including byproducts, were $5.8 million in Q4 an increase of $2.2 million compared to the third quarter of 2020. Operators are adding more crews than they expected just a few months ago and commodity pricing is clearly supportive of the world-class reserves in the Northern Delaware Basin. Our debt position is unchanged since the third quarter with $55 million outstanding, of which $10 million relates to the PPP loan. Our forgiveness application is being reviewed by the SBA with our 90-day review period ending in April. Availability under our credit facility was $20 million at year-end. Cash flow from operations was $12.7 million in the fourth quarter and $31 million for the full year. 2020 capital investment ended the year at $16.4 million. We estimate 2021 capital investment of 25 to 35 million, of which 12 to 15 million will be sustaining capital with the remainder as potential opportunity capital projects. We have significant discretion over our opportunity capital investments in 2021, and we may adjust our investment plans as our expectations for 2021 change. With a strong early start to the spring season, our cash position today is $28 million with no change in our outstanding debt from year-end. Operator, we're ready to take questions. ","q4 sales $5.8 million. " "We apologize for this error. We will review how we closed 2020 and discuss 2021 financial guidance. I'm pleased to report, we finished the year with a very strong quarter. We delivered double-digit growth in all key financial metrics, and once again reported results above our financial targets. This is all the more remarkable since last year's fourth quarter was so strong. As you know, [indecipherable] this difficult year and as we navigated through the pandemic, we tried to be as transparent as possible and provide you visibility to our expected financial performance. In such highly unusual circumstances, the default reaction would normally be to draw guidance and watch from the sidelines. But as you know, we tried our best to share with you what we saw. So we did the same at the end of the third quarter when we decided to provide 2021 outlook as soon as we had some visibility, which was a full quarter earlier than usual. Today, this outlook has become clearer and we've decided to update and raise the guidance. Let's start by reviewing our fourth quarter results. The revenue for the fourth quarter came in at $3,298 million, which was $108 million above the high end of our guidance range. A little over 70% of this beat came from strong organic performance, less than 30% from favorable foreign exchange. Revenue growth was 13.9% on a reported basis and 12.2% at constant currency. Fourth quarter adjusted EBITDA of $735 million grew 14.5% reflecting our revenue growth and productivity measures. The $25 million beat above the high end of our guidance range was entirely due to the stronger organic revenue performance. Fourth quarter adjusted diluted earnings per share of $2.11 grew 21.3%. The beat here entirely reflects the adjusted EBITDA drop through. Our strong fourth quarter financial results were driven by numerous operating achievements during 2020. And a little bit more color on those achievements, starting with technology. Demand for our technology offerings remain strong in 2020. 60 new clients decided to deploy OCE last year, bringing our total number of OCE client wins to 140 since launch. As you know at the beginning of 2020, a top 15 global pharma client begun deployment of OCE in the US. This client has now decided to begin global OCE deployment for their medical teams mainly their almost 2,000 medical science liaisons worldwide. The same client is also expanding its use of IQVIA technologies through our HCP Engagement Management platform. We launched this platform during 2020. HCP Engagement Management works in conjunction with OCE to ensure global commercial activities are executed in compliance with all global regulations. In addition to HCP Engagement Management, you would have seen that during 2020 we also launched OCE Optimizer. OCE Optimizer is a real-time map-based territory and sales rep alignment solution, which helps our clients plan their sales rep activity and improve their marketing plans. Switching to our Real World business. Our Real World business has been relatively well insulated from the impact of the virus, and it has strong growth for the year. The business is advanced in the use of secondary data, remote monitoring and virtual research approaches, which helped the team pivot quickly to working in the new remote world at the onset of the pandemic. Our rich clinical data assets are key to our real world differentiation. The team has continued to invest in these rich clinical data assets and these assets now include over 1 billion active non-identified patients globally. And the team is busy integrating these rich clinical data into research. In 2020, we launched CARE, our COVID Active Research Experience registry to help communities and public health authorities better understand the impact of COVID-19 on the population. We are leveraging this platform along with our vast experience of registries and analytics, to partner with the FDA, to support a better understanding of how people are affected by exposure to COVID. This work will help identify which symptoms individuals experienced, the length and severity of symptoms, and were there any medications or supplements they are taking affect the severity of those symptoms. It's a perfect application of our real world capability. Similarly, we have become the partner of choice around the world to receive various governments and healthcare authorities with large scale diagnostic testing and monitoring of COVID patients. These new series of offerings which leverages our connected capabilities, contributed incrementally to the strong sequential growth in our TAS segment. As you know the R&DS team responded quickly in 2020 to support our clients with the development of vaccines and therapies for COVID-19. We've been involved in more than 300 clinical trials and studies for the virus, including four of the five vaccine trials that made it through Phase III and were funded by the US Government in Operation Warp Speed. To help speed recruitment, we leveraged our direct-to-patient solutions, which include the use of patient registries and IQVIA sponsored advertisements. To-date, we recruited over 100,000 patients to COVID trials. The pandemic has accelerated the need for remote and risk-based monitoring in clinical research, which in turn has accelerated the adoption of our Virtual Trials technology. In total, we've won over 60 new studies using our Virtual Trials solutions across 10 therapeutic areas, including awards with five top 10 pharma clients. The technology suite combined eConsent, telemedicine, eCOA and digital communication, and its platform on health cloud, the Salesforce platform that is purpose-built for healthcare and life sciences. This technology has been deployed to speed vaccine development, and was an important factor in helping the team secure the two Phase III full-service COVID trials that we are working on. The environment for R&D and outsourcing remains very healthy. Biotech funding remains strong, with the National Venture Capital Association reporting a record number of deals for the year. The pipeline of late-stage molecules continues to expand, and is at an all-time high. It is these healthy environment combined with our differentiated capabilities that has resulted in strong new business awards for the R&DS team. Our contracted backlog, including pass-throughs grew 18.5% year-over-year to $22.6 billion at December 31, 2020. As a result, our next 12 months revenue from backlog increased to $5.9 billion, up 13.5% year-over-year. We continue to build on our strong momentum in the fourth quarter, with the team delivering a contracted net book-to-bill ratio of 1.41, including pass-throughs and 1.42 excluding pass-throughs. We exited the year with an LTM contracted book-to-bill ratio of 1.53 including pass-throughs and 1.44 excluding pass-throughs. We expect continued strong activity going forward as our pipeline of R&DS opportunities is growing double-digits in both volume and dollars across a very wide range of therapy. As Ari mentioned, this was a strong quarter to close the year. Let's start by reviewing revenue. Fourth quarter revenue of $3,298 million grew 13.9% on a reported basis and 12.2% at constant currency. Revenue for the full year was $11,359 million, which was up 2.4% reported and 2.3% at constant currency. Technology & Analytics Solutions revenue for the fourth quarter of $1,425 million increased 17.4% reported and 15.1% at constant currency. The sequential bump in growth this quarter versus the 9.2% growth in the third quarter was due to the COVID related work that Ari mentioned. Full year Technology & Analytics Solutions revenue was $4,858 million, up 8.3% reported and 8.1% at constant currency. R&D Solutions fourth quarter revenue of $1,684 million was up 14.5% at actual FX rates and 13.2% at constant currency. Pass-throughs were a tailwind of 220 basis points to fourth quarter R&DS revenue growth due entirely to COVID work. But you should note that R&DS delivered double-digit organic growth on both the services and a fixed FX basis. Again, strong performance, especially considering the tough comparison to the fourth quarter of 2019, when organic service revenue also grew at a double digit rate. For the full year, R&D Solutions revenue was $5,760 million essentially flat on both the reported and constant currency basis. Excluding the impact of pass-throughs, R&D Solutions' full year reported revenue grew 2.2%. CSMS revenue of $189 million were down 10% reported and 11.9% on a constant currency basis in the fourth quarter. For the full year, CSMS revenue of $741 million was down 9% at actual FX rates and 9.2% at constant currency. Demand for field reps continues to be soft in the current environment. As a result, business development activity has slowed but the businesses performed modestly better than we expected as the clients have largely retained existing field reps. Now moving down to P&L, adjusted EBITDA was $735 million for the fourth quarter, which was growth of 14.5%. For the full year, adjusted EBITDA was $2,384 million. Fourth quarter GAAP net income was $119 million and GAAP diluted earnings per share were $0.61. For the full year GAAP net income was $279 million and GAAP diluted earnings per share was $1.43. Adjusted net income was $411 million for the fourth quarter and $1,252 million for the full year. Adjusted diluted earnings per share grew 21.3% in the fourth quarter to $2.11. Full year adjusted diluted earnings per share was $6.42. Now as Ari highlighted, R&DS new business activity remains strong, backlog grew 18.5% year-over-year to close 2020 at $22.6 billion. We expect $5.9 billion of this backlog to convert to revenue over the next 12 months, which represent a year-over-year increase of 13.5%. And this provides the basis for our 2021 guidance, which I'll be discussing shortly. Now let's go to the balance sheet. At December 31, cash and cash equivalents totaled $1.8 billion and debt was $12.5 billion. So, our net debt was $10.7 billion. Our net leverage ratio at December 31 improved to 4.5 times trailing 12 month adjusted EBITDA and that compares to a peak of 4.8 times at the end of the second quarter and 4.7 times at the end of the third quarter. And you'll recall that we've committed to deleveraging between 3.5 times and 4 times net leverage as we exit 2022 and you can expect that we'll make good progress toward this target in 2021 due to our double-digit adjusted EBITDA growth and improved free cash flow conversion. The cash flow continues to be a bright spot, cash flow from operations was $750 million in the fourth quarter, up 29% year-over-year. Capex was $176 million, resulting in free cash flow of $574 million. For the full year free cash flow was $1.34 billion, up 61% year-over-year. We resumed share repurchase activity during the fourth quarter, repurchasing $102 million of our shares. Full year share repurchases were $423 million. We ended the year at 194.8 million diluted shares outstanding, and currently have $918 million of share repurchase authorization remaining under our program. As a result of our strong free cash flow performance actions we took at the onset of the pandemic to access capital markets and capital allocation decisions during the year, we now have $3.3 billion of dry powder on our balance sheet between the undrawn revolver of $1.5 billion and the cash balance of $1.8 billion. We will continue to be judicious in how we use it for liquidity, consistent with our goal of reducing net leverage. Let's turn to guidance now. We're raising our full year guidance by $250 million for revenue at the low end of the range and by $300 million at the high end of the range. The new revenue guidance is $12,550 million to $12,900 million, a little under half of that increase is driven by a stronger outlook for the business and the remainder is from favorable FX new events versus the guidance we provided on our third quarter call. I note that the revised guidance includes about 200 basis points of FX tailwind versus the prior year. We're also raising our full-year profit guidance. We've increased our adjusted EBITDA by $35 million at the low end of the range and by $40 million at the high end of the range, resulting in full-year guidance of $2,760 million to $2,840 million. The change in FX versus our prior guidance actually had a slightly negative impact on profit due to the unusual mix of currency fluctuations versus the historic norm. So the adjusted EBITDA increase that you see in our guidance is more than entirely the result of the stronger organic revenue outlook. We're raising our adjusted diluted earnings per share guidance by $0.12 at the low end of the range and by $0.13 at the high end of the range to $7.77 to $8.08. This represents year-over-year growth of 21% to 25.9%. And let me go little deeper to provide you with a color to help you with your models. First, when you're modeling quarterly revenue, keep in mind that the second quarter will be easiest comparison and the fourth quarter will be the toughest comparison. And within our adjusted diluted earnings per share guidance we've assumed interest expense of approximately $415 million, operational depreciation and amortization of slightly over $400 million, other below the line expense items such as minority interest of approximately $50 million and a continuation of share repurchase activity. Our guidance also assumes that the effective tax rate will remain largely in line with 2020. Our full-year 2021 guidance assumes that current foreign exchange rate remain in effect for the balance of the year. Now, before turning to first quarter guidance, let me give you a look at the segment growth rates for 2021. We currently expect Tech & Analytics Solutions reported revenue growth to be between 9% to 12%; R&D Solutions reported revenue growth to be between 14% and 17% which includes a 100 basis point headwind from pass-throughs; and CSMS reported revenue growth is expected to be down about 2% weaker earlier in the year and recovering later in the year. Now, as in the past, we're also providing guidance for the coming quarter and this assumes that FX rates remain constant through the end of the quarter. On that basis, first quarter revenue is expected to be between $3,150 million and $3,200 million representing reported growth of 14.4% to 16.2%. All three segments should deliver similar constant currency growth rates to what we saw in the fourth quarter. Adjusted EBITDA is expected to be between $660 million and $675 million representing reported growth at 17.4% to 20.1%. And finally, adjusted diluted earnings per share is expected to be between $1.81 and $1.87 up 20.7% to 24.7%. So to summarize, we delivered strong fourth quarter results with double-digit growth in all key financial metrics, and that's on top of a strong fourth quarter in 2019. We posted mid-teens revenue growth for both our TAS and R&DS segments. R&DS backlog improved to $22.6 billion, up 18.5% year-over-year. We posted strong free cash flow for the fourth quarter and the full year of $574 million for the quarter and $1.34 billion for the year. We closed 2020 with net leverage of 4.5 times trailing 12 month adjusted EBITDA in a very healthy liquidity position, including an undrawn revolver and $1.8 billion of cash. And as we look to 2021, we see double-digit revenue growth, margin expansion, adjusted diluted earnings per share growth of over 20%, continued robust R&DS bookings activity and a further reduction in our net leverage ratio. And with that, let me hand it back over to our operator for the Q&A session. ","compname posts q4 adjusted earnings per share $2.11. q4 adjusted earnings per share $2.11. q4 gaap earnings per share $0.61. full-year 2021 guidance raised for revenue, adjusted ebitda and adjusted diluted eps. sees fy adjusted diluted earnings per share $7.77 - $8.08. sees fy revenue $12,550 million - $12,900 million. sees q1 adjusted diluted earnings per share $1.81 - $1.87. sees q1 revenue $3,150 million - $3,200 million. " "I'm Chris Miorin, Vice President of Investor Relations, and joining me is Vicente Reynal, President and Chief Executive Officer; and Vik Kini, Chief Financial Officer. Both are available on the Investor Relations section of our website, www. In addition, a replay of this conference call will be available later today. In addition, in today's remarks, we will refer to certain non-GAAP financial measures. For today's Q&A session, we ask each caller keep to one question and one follow-up to allow time for other participants. And as you can see on Slide 3, anchoring to our purpose, we're realizing the achievement of our desired targets. You will hear three key themes today: First, we're effectively allocating capital to advance our portfolio transformation to generate significant value for our shareholders; second, you will hear about how we are outperforming and raising guidance, which illustrates our organic investments in new product development and demand generation are also working; and third, we will touch on our ESG journey. I have never been more excited about the state of Ingersoll Rand. The combination of a highly engaged workforce who think and act like owners, and the use of IRX is what makes us highly unique. We continue to support our employees with an unwavering focus on health, safety and mental well-being. Moving to Slide 4. Our five strategic imperatives are how we stay grounded on priorities and areas of focus. You will see on the right-hand side, during Q2, we have achieved substantial traction in all five imperatives. Within our operate sustainably strategic imperative, we achieved another major milestone that I'll touch on the next slide. Moving to Slide 5. A couple of weeks ago, we published our 2020 sustainability report. The report reflects our 2020 ESG data, celebrates our progress and details our further goals with a high focus on measurable targets and accountability. We'll spend more time on this next Friday, during our scheduled ESG and sustainability report investor update. What I want to emphasize right now is the team's strong bias for action over the last year, as you can see on this page. We have focus and deliver on diversity within our Board and extended leadership team, which is now 50% and 43%, respectively. We have launched aggressive 2030 and 2050 goals and improve our new product development process to address these goals. We expanded a stockholder rights through corporate governance changes. And one of the things I am most proud of on behalf of our employees is granting $150 million in equity to our employees, which we believe is the largest employee equity grant ever provided by an industrial company. We see broad-based employee ownership as a game changer. We know underrepresented populations increase our earnings on wealth if they're employed in organizations that offer equity grants. And that's a powerful aspect of our thinking and acting like an owner that even ties into how directly impact global ESG efforts. And I look forward to sharing more with you next week. Moving to Slide 6. The signing of definitive agreements to acquire Seepex and Maximus Solutions, both of which will become part of the Precision and Science Technologies segment, a representative of the key characteristics we're targeting to drive our inorganic growth strategy. Seepex is, by our estimation, the #2 global progressive cavity pump manufacturer, and it is a highly recognized brand as a premium player in the market that adds a new positive displacement pump technology to our portfolio. Maximus Solutions is a leader, player in the agritech software and controls market. With technology, we intend to pull through to other markets and leverage across the Ingersoll Rand portfolio. Both of these companies have shown strong high single-digit to double-digit organic growth since at least lease 2017, and our focus on sustainable end markets that tend to grow well above GDP rates. In addition, both have strong aftermarket profiles enhanced by digital revenue streams, including software as a service. We anticipate both acquisitions to yield single-digit post-synergy adjusted EBITDA purchase multiples by year three of ownership. With these two acquisitions, we're expecting to add approximately $3.8 billion to PST addressable market, which is an impressive 40% expansion. The profiles and characteristics of this high-quality, high return on capital and highly strategic acquisitions are indicative of how we're structuring our M&A funnel, which leads us to Slide 7. We continue to execute our M&A funnel using IRX at its backbone. Our funnel is comprised of six stages and its probability-weighted according to likelihood of closing when we calculate our funnel size. For instance, Seepex has been in our funnel for some time. And it was not until the owner became actively engaged, and we were in active negotiation that it was moved from 0% weighted revenue contribution to 50% and then 100% assigning. And now it is out of our funnel calculation. Last quarter, we described how our M&A funnel has grown materially since the Ingersoll Rand Gardner Denver transaction was completed. At its current state, the funnel size remains approximately 5 times the size it was versus Q2 of 2020, with average revenue larger and velocity accelerating minutely. And to be clear, this describes the funnel even after removing the 32 targets we passed on in the second quarter as well as our signed deals of Seepex and Maximus, and it also excludes SPX Flow. As you can see, we have significant momentum in the funnel but our flywheel is in full motion. Our $85 per share offer was pre-emptive, and fully accounted for SPX Flow's Investor Day plan, which is ahead of consensus estimates. In terms of SPX Flow's strategic alternative presence, if we participate, we intend to remain disciplined in our approach as we do with all of our M&A transactions, and there can be no assurances that we will confirm our pre-emptive offer as part of any such process. It is important -- it is very important also to note that when we received the second rejection from SPX Flow more than a month ago, we pivoted to executing on other funnel opportunities. We have always demonstrated a very decisive and highly disciplined approach with everything we do. And we believe it is much more important now in this current environment. As stated, even with SPX Flow excluded, our funnel remains as robust as it did last quarter, which exemplifies the volume and quality of our future potential opportunities. And we have sufficient cash on hand to execute on these opportunities with $4.7 billion in liquidity. However, as noted, we intend to remain very disciplined in this environment. It is also important to know that we continue to review our capital allocation priorities with our Board and plan to communicate more formally on this topic later in the year. Moving to Slide 8. We continue to be pleased with the performance of the company in Q2. Q2 saw a strong balance of commercial and operational execution fueled by the use of IRX with continued performance across industrial end markets. Total company orders and revenue increased year-over-year 48% and 25%, respectively, with strong double-digit organic orders growth across each segment. And we are very pleased with the momentum we are seeing as organic orders in Q2 were up 9% and 6% on a quarter-to-date and year-to-date basis, respectively, as compared to 2019. Our organic growth on both orders and revenue in the quarter were records for the company, eclipsing Q1 and setting us up well as we move into Q3. Our commitment to delivering $300 million in cost synergies attributable to the Ingersoll Rand Industrial segment acquisition remains intact as we continue to drive performance on productivity and synergy initiatives using IRX as the catalyst. The company delivered second quarter adjusted EBITDA of $292 million, a year-over-year improvement of $75 million and adjusted EBITDA margin of 22.8%, a 160 basis point improvement year-over-year. We will not report on either segment moving forward. Free cash flow for the quarter was $136 million, yielding total liquidity of $4.7 billion at quarter end, up approximately $2 billion from Q1 as we received the gross proceeds from both divestitures in Q2. This takes our net leverage to 0.2 times, a 1.7 times improvement from Q1. Turning to Slide 9. For the total company, orders increased 40% and revenue increased 19%, both on an FX-adjusted basis. The IT&S and P&ST segments both saw strong double-digit organic orders growth in the quarter. Overall, we posted a strong book-to-bill of 1.14 for the quarter, an improvement from the prior year level of 0.96. We remain encouraged by the strength of our backlog moving into Q3 and beyond. The company delivered $292 million of adjusted EBITDA, which was an increase of 34% versus prior year. And the IT&S and P&ST segments both saw year-over-year improvements in adjusted EBITDA and strong margin expansion. Finally, corporate costs came in at $38 million for the quarter, up year-over-year, primarily due to higher incentive compensation costs as well as targeted commercial growth investments in areas like demand generation and other targeted strategic investments. We expect corporate costs to remain elevated at comparable levels in both Q3 and Q4 due to the same drivers. Turning to Slide 10. Free cash flow for the quarter was $136 million on a continuing ops basis, driven by the strong operational performance across the business and ongoing prudent working capital management. capex during the quarter totaled $12 million and free cash flow included $12 million of outflows related to the transaction. In addition, free cash flow also included $36 million in cash tax payments related to the historical earnings profile of the HPS and SVT segments. As is customary in these types of divestitures, cash tax payments are included in flows from continuing operations due to the complexities involved in specific attribution with consolidated returns. However, the $36 million represents our best quantification of the impact. From a leverage perspective, we finished at 0.2 times, which is a 1.7 times improvement as compared to prior quarter, and this included the gross cash proceeds received from both the HPS and SVT divestitures. We expect to pay the cash taxes for both divestitures later in 2021, and if you were to pro forma the Q2 leverage to account for these tax outflows, leverage would have been closer to 0.6 times. On the right side of the page, you can see the breakdown of total company liquidity, which now stands at $4.7 billion based on approximately $3.7 billion of cash and nearly $1 billion of availability on our revolving credit facility. We have considerable balance sheet flexibility to continue our portfolio transformation strategy with M&A coupled with targeted internal investments to drive sustainable organic growth. Moving to Slide 11. We continue to see strong momentum on our cost synergy delivery efforts. Due to the funnel we have built that stands in excess of $350 million and strong execution, we are reaffirming our stated $300 million cost savings target. To date, approximately $250 million of annualized synergies have already been executed or are in motion, which is slightly higher than 80% of the overall target. As a reminder and consistent with previous guidance, we delivered approximately 40% of our $300 million target in 2020, which equaled approximately $115 million of savings. In addition, we expect to deliver an incremental $100 million of savings in 2021, which would bring the cumulative total to approximately 70% at the end of this year. We expect a cumulative 85% to 90% up to $300 million in savings by the end of 2022 with the balance coming in 2023. The bottom of the page shows the progress we've made across the different areas of synergy delivery, with the most notable progress coming from direct material initiatives in procurement as well as I2V. In addition, we're starting to see some of the initial wave of savings from our footprint actions, and we expect these savings to ramp into 2022. On the right side of the page, we did want to highlight that despite the headwinds we have seen on the cost side, largely coming from direct material and logistics as well as some of the expected return of onetime and discretionary costs and strategic growth investments, we do continue to expect to be positive from a price versus cost perspective on a total year basis. This is entirely due to the team's use of IRX to proactively implement and deploy targeted pricing actions in the first half of the year. In addition, we continue to evaluate the overall landscape, particularly with regards to inflation, and are evaluating potential incremental pricing actions for the second half of the year. Overall, we expect to achieve further adjusted EBITDA margin expansion for the total company in the second half of the year, although not at the same levels we delivered in the first half. And moving to Slide 12. Starting with Industrial Technologies and Services. Overall, organic orders were up 41% and revenue up 17%, leading to a book-to-bill of 1.15. In addition, the team delivered strong adjusted EBITDA of 41% and adjusted EBITDA margin of 24.7%, up 250 basis points year-over-year, with incremental margin of 34%. Let me provide more detail on the order performance. Starting with compressors, we saw orders up in the mid-40%. A further breakdown into oil-free and oil-lubricated products shows that orders for both were up above 40%. From a regional split for orders on compressors, in the Americas, North America performed strong at up low 40%, while Latin America was up in the mid-70%. Mainland Europe was up low 50%, while India, Middle East, saw continued strong recovery with order rates up in excess of 100%. Asia Pacific continues to perform well with orders up low 30% driven by low 30% growth in both China and high 20% across the rest of Asia Pacific. From a vacuum and blower perspective, orders were up in mid-40s, on a global basis with strong double-digit growth across each of our regions. In power tools and lifting, the total business was up high 50% in orders and so continued positive growth driven mainly by our enhanced e-commerce capabilities and improve execution on new product launches. On the right-hand side, we're highlighting one of our new exciting products, which is a result of our continued commitment to organic investments in our portfolio. In this case, during Q2, we completed the launch of our new line of refrigerated drive portfolio. That's a bit of a background. The basic function of the air dryer is to remove moisture from the air by cooling it with a refrigerant. Does the water vapor is condensed and the air can be easily compressed. The result is dry compressed air, which can be used in compressed air equipment without causing any damage. Air dryer technology is sold as an accessory to all rotary oil-lubricated and oil-free air compression technology. So it is a great adjacent technology that increases the total quality of air provided to the customer. This is a very important requirement, especially in oil-free compression where customers demand high air quality in terms of dryness and particulate. It is also good to note that it is a great aftermarket generator as the filters or desiccant need to be changed often. In this case, we leverage a technology developed at [Indecipherable], which was accompanied owned by legacy Ingersoll Rand. Since the merger of Gardner Denver and IR, not only we have accelerated our organic investments in new products [Indecipherable], but we're now leveraging the technology in order to serve Gardner Denver, Ingersoll Rand and in the future, even our champion compressor customers. The even more exciting piece here is that we're doing this while helping the environment. This new driver portfolio is 20% more energy-efficient and reduces greenhouse gas emissions by over 50%. Moving to Slide 13 and the Precision and Science Technology segment, overall, organic orders were up 20% driven by, i.e., the Medical and Dosatron businesses, which serve lab, life science, water and animal health markets. These businesses were up double digits. And we also saw strong performance in our ARO and Milton Roy product lines. The momentum in our Haskel Hydrogen Solution business continues to build, and we saw some strong funnel activity. Revenue was up 12% (sic) [13%] organically, which is encouraging, as we have some tough comps due to COVID-related orders and revenue in Q2 2020 for the Medical business. Additionally, the PST team delivered strong adjusted EBITDA of $71 million, which was up 20%. Adjusted EBITDA margin was 30.7%, up 40 basis points year-over-year, with incremental margins of 33%. Today, we want to highlight our hydrogen refueling business to give you an update on where we are and investments we're making. As we have discussed before during our Q4 earnings call, we made investments in developing a hydrogen dispensing unit leveraging our Haskel high-pressure technology, and we're now ready to capture the growth in this business. We have line of sight to about $45 million in organic investments over the next five years to both build out our capacity and fund ongoing product development in the hydrogen refueling space, with approximately $10 million of this investment expected in the next 12 months. Since our last call, we have seen our funnel grow 3 times to over $250 million in potential projects. And we still feel confident that this is a business where we will see meaningful growth for years to come, driving our decision to expand two of our factories in Europe to support anticipated growth. In addition, we want to highlight that Ingersoll Rand is designing and developing a state-of-the-art hydrogen refueling stations to support the power and remote joint venture. Moving to Slide 14. Given the comp performance in Q2 and continued strong outlook, we're increasing guidance for 2021. Our guidance excludes both the High Pressure Solutions and the Specialty Vehicle Technology segments as well as the pending acquisition of Seepex and Maximus. Our prior revenue guidance was up low double digits on a reported basis, comprised of high single-digit organic growth across both of our segments. And we're now open guiding up to be mid-teens in total with low double-digit organic growth across both segments. This reflects approximately 250 to 300 basis point growth in organic growth for the total company as compared to prior guidance. FX is expected to continue to be a low single-digit tailwind, and based on these revenue assumptions, we're increasing 2021 adjusted EBITDA guidance to $1.15 billion to $1.18 billion, which represents approximately a $30 million improvement from power guidance at the midpoint of the range. We also highlight that these also includes the increased corporate cost of approximately $6 million per quarter for both Q3 and Q4 as compared to prior guidance, as mentioned on the right-hand side of the slide. In terms of cash generation, we expect free cash flow to adjusted net income conversion to remain greater than or equal to 100%. capex is expected to be approximately 1.5% of revenue. And finally, we expect our adjusted tax rate for the year to be approximately 20%, and this does include a $35 million benefit due to a tax restructuring plan that was recently completed, that is reflected approximately 40% in the Q2 rate with the balance in the second half of the year. Moving now to Slide 15. As we wrap today's call, Ingersoll Rand brand is in an outstanding place. 2021 is poised to be a great year. We take our role as sustainably minded industry leader seriously, and our employees eagerly embrace IRX to put us in that leadership position. I am confident we will continue to transform Ingersoll Rand and deliver increased value to all of our shareholders. ","raising fy 2021 adjusted ebitda guidance to $1.15 billion to $1.18 billion. sees full-year 2021 revenue growth expectation to mid teens. " "All such statements should be evaluated together with the safe harbor disclosures and the risks and other uncertainties that affect our business, including those discussed in our Form 10-K and other SEC filings. Actual results may vary materially from the assumptions presented today. These results exclude certain non-operating and non-recurring items, including, but not limited to, asbestos-related charges, restructuring, asset impairment, acquisition-related items and certain tax items. All adjustments in the quarter and expected for the full year 2021 are detailed in the reconciliations in the appendix. Before we begin, I'd like to provide a brief overview of our first quarter GAAP results compared to prior year. Q1 revenue increased 5.3% to $698 million. Segment operating income increased 52.5% to $119 million, and reported earnings per share increased 4.2% to $0.99. I continue to be extremely proud of the way our teams have responded to the crisis. Your hard work is the reason why ITT has been able to effectively serve our customers throughout the pandemic. Earlier this week, I spoke to our colleagues in India. Before we discuss our quarterly results, let's spend a minute recapping how we got where we are today. This is important as it sets the foundation on which Q1 results are based. The health of our people has been our top priority from day 1. Early in the pandemic, we implemented Ready, Safe, Go across ITT. This allowed us to safely and effectively serve and support our customers faster than our competitors. We further strengthened our balance sheet through smart cash management. Today, we have nearly $1.5 billion of liquidity at our disposal. Moody's recognized our cash performance with an upgrade to our credit rating in the third quarter. Early on, we executed a plan to significantly lower our fixed costs. This resulted in structural reductions in 2020 of nearly $65 million. Our productivity and cost actions helped to offset the impact of materially lower volumes in 2020. Today, we continue to drive footprint optimization and sourcing excellence at both Industrial Process and Connect and Control Technologies, while remaining diligent on cost controls. This has resulted in a step-up in profitability above 2019 levels. All the actions taken over the past year, combined with ITTers collective commitment and grit, have positioned us well to win in the recovery. We will continue to invest in innovation and growth, including important green projects to become a more sustainable ITT. We are aggressively and diligently pursuing acquisitions in our core markets to put our cash to work effectively and build on our strong businesses. I am invigorated by the progress across our businesses and the momentum, which is accelerating. Now moving to Q1. We delivered a strong quarter and an encouraging start to 2021. Let's get into it. ITT's first quarter sales were higher than 2019. Organic sales in Motion Technologies were up 17% after 10% organic sales growth in the fourth quarter of 2020. The new auto platforms that we won and Friction's ability to deliver for our customers drove 1,500 basis points of outperformance versus global auto production. And we secured positions on 9 new platforms with EV content during the quarter, 8 of which are in China, the largest automotive market in the world. This is building on the 42 EV platforms wins in 2020. Connectors grew sales in all regions, and orders were up 20% organically with strength primarily in the distribution channel. This is encouraging for Connect and Control Technologies heading into Q2. From a profitability perspective, ITT generated adjusted segment operating income growth of 27% and margin expansion of 300 basis points on 2% organic sales growth. Incremental margin was above 70% for the quarter. IP's margin was nearly 16%, driven by net productivity as we continue to drive supply chain improvements and better manufacturing performance. This follows a 15%-plus margin performance in Q4 of 2020. As a result of the revenue growth and margin expansion, ITT delivered adjusted earnings per share of $1.06, a sequential and year-over-year increase. Even more telling is the fact that earnings per share was $0.15 above the first quarter of 2019. Free cash flow was up 70%, representing a margin of nearly 16%. On capital deployment, we repurchased ITT shares totaling $50 million early in Q1, executing on our repurchase plan and achieving half of our full year plan of $100 million. As a result of our strong Q1 performance and our confidence in ITT's ability to outperform, we are raising our outlook for 2021 across all facets of our guidance. On organic sales, we now anticipate growth of 5% to 7%, a 300 basis point increase on both the low and high end of our original guidance. This is driven by continued share gains in Motion Technologies amid the broader auto market recovery, stronger growth in Connectors and demand in the Industrial Process short cycle. On adjusted earnings per share, the increased sales volume and the strong productivity expected in 2021, combined with the carryover impact of our 2020 cost actions, will generate earnings per share in the range of $3.80 to $4 at the high end, which equates to 19% to 25% growth versus prior year. This is a $0.30 improvement at the midpoint from our prior guidance and puts ITT on pace to surpass 2019 EPS. From a top line perspective, Motion Technologies delivered a solid performance driven by strong auto growth and continued share gains in our 3 main regions. Our Friction OE business grew nearly 30% organically with impressive 42% growth in North America. We drove high single-digit organic growth in Connectors, mainly through distribution. Together with Ryan Flynn, our CCT President, in April, I visited our U.S. distributors and sales representative in the Northeast and on the West Coast to work on our ongoing initiatives. We saw clearly that we have many opportunities to grow this business from a product and customer service standpoint. And while some of the Q1 growth may have been due to pent-up demand, especially in North America, our dedicated teams continue to work on the optimal commercial actions to gain market share. Our focus on operational excellence produced 280 basis points of net productivity in Q1. These included $50 million of savings from our 2020 cost actions. Industrial Process grew margin 450 basis points to 15.8% despite a 12% organic sales decline. And Motion Technologies expanded margin nearly 300 basis points to 20.6%. This included triple-digit margin expansion at both KONI and Wolverine. This quarter, I was fortunate to visit our world-class Friction plant in Barge, Italy. I saw firsthand the continuous improvement in plant productivity. Our team there has improved its processes to increase machine utilization and to respond more quickly to ever-changing order patterns from customers impacted by supply chain challenges. The strong MT and IP performances offset Connect and Control Technologies' margin decline driven by the pandemic's impact on aerospace. Rising raw material costs partially offset the strong productivity. The impact was 100 basis points this quarter, substantially higher than what we were expecting. We believe this trend will continue to affect our results for the remainder of 2021. Emmanuel will speak further about this in a moment. We continue to reinvest in our businesses to drive future organic growth. We are funding the most promising growth initiatives in key markets, including EVs, to ensure we keep winning in the marketplace. When I was in Barge, I also saw the expansion of our state-of-the-art Friction R&D center, including the testing and fast prototyping capabilities, which will be powered by solar panels later this year. This smart growth investment drove roughly 50 basis point impact this quarter. Rounding out the story of the quarter with free cash flow, we saw a substantial improvement in Q1. This was mainly driven by higher operating income generation in the segment and slightly lower capex. Our plan for the year still assumes approximately $100 million of capex, an increase of over 50% relative to 2020. In summary, ITTers around the world delivered a strong performance. We drove positive organic growth at an incremental margin of over 70%. We generated nearly 300 basis points of productivity and invested in ITT's future. We repurchased ITT shares worth $50 million and raised our dividend 30%, the ninth consecutive dividend increase. And we surpassed 2019 first quarter results in revenue, segment margin, earnings per share and free cash flow. Let me begin with Motion Technologies. Q1 organic revenue growth of 17% was primarily driven by strength in auto. Our strong momentum from last year carried forward as Q1 grew 5% sequentially over Q4 2020. Friction OE grew 29% organically, and we outperformed global auto production by 1,500 basis points. Segment margin expanded 280 basis points versus prior year and 110 basis points versus Q4 2020. This was mainly due to higher volumes and productivity benefits, partially offset by higher commodity costs. We are very pleased with the performance at KONI and Wolverine. Both delivered triple-digit margin expansion from operational efficiencies and higher volumes, and we continue to see more room to grow these margins. For Industrial Process, revenue was down 12% organically, driven by short-cycle declines, primarily in oil and gas and chemical markets. However, we continue to see steady sequential progress in short-cycle orders with 9% sequential growth from Q4 and a strong book-to-bill of 1.1. We continue to see healthy customer quoting activity, especially in the Middle East and North America. In fact, we have seen sequential strength versus the lower Q4 bookings. However, this quarter, we saw sales and order declines as large project spend continues to be slow. IP margin expanded 450 basis points to a segment record of 15.8%. This represents $6 million of operating income growth on $25 million of lower sales. Margin expansion was driven mainly by productivity benefits, including our global sourcing performance, significant cost actions taken in 2020 and favorable nonrecurring items, which collectively more than offset the decline in volume. As an example of our progress in IP, when we visited our Seneca Falls site last month, we were really pleased to see the strategies deployed by the manufacturing and engineering teams to reduce machining bottlenecks and accelerate output. We continue to drive further footprint optimization. And this quarter, we announced a third consolidation project in IP. Lastly, in Connect and Control Technologies, we generated sustained orders progress. Our Connector business was up 20% versus prior year and up 3% sequentially, driven by continued North American distribution strength. As expected, sales in aerospace continued to be weak on lower OE production and commercial passenger traffic. We expect that aero demand will remain low in Q2, but will begin to pick up in the second half of 2021. CCT margin decline was the result of lower volumes, partially offset by the benefits of our aggressive cost structure reset in 2020. As Luca mentioned, we are seeing early signs of performance improvement in CCT as we deploy MT's operational excellence playbook from shop floor productivity and improved on-time delivery to customer intimacy. And we delivered a much improved 29% decremental margin in Q1. As a reminder, for both our CCT and IP businesses, the impact of the COVID-19 pandemic was minimal until early Q2 2020. We expect favorable compares to peak in Q2. Just a few additional comments on earnings per share for the quarter. In addition to lower corporate costs, we also saw a benefit from both the CARES Act and foreign currency. Partially offsetting the share count benefit was a roughly $0.01 headwind from a higher-than-planned effective tax rate of 22%. Our end markets are continuing to show signs of recovery. Global auto production is increasing, albeit constrained by the global semiconductor shortage causing inventory levels to remain relatively low. We expect that demand will continue to be strong in the next few quarters, especially in North America and Europe despite headwinds related to supply chain challenges and rising raw material costs. Weekly run rates in our short-cycle businesses, primarily in Industrial Process and Connectors, showed encouraging signs of recovery in Q1, and April orders are in line with expectations. We believe that there is some pent-up demand from 2020 that has carried over into 2021. Given our Q1 performance and momentum in certain end markets, our outlook is more favorable than we anticipated in February. We expect that Connectors growth as well as the stronger growth in Friction stemming from continued share gains in auto will be partially offset by declines in pump project activity and commercial aerospace. Our assumption is that commercial aerospace may begin to recover in the second half of the year as passenger air traffic continues to increase. We are not anticipating a recovery in oil and gas in 2021, consistent with our initial outlook. The increase in adjusted segment margin expansion by 40 basis points across our range reflects our expectations for higher volumes and continued productivity generation in addition to the stronger-than-planned margin expansion from Q1. We expect this will be partially offset by inflation and higher raw material costs, driven by steel, copper and to a lesser extent, tin. As you will see on Slide 7, our revised guidance assumes the incremental impact from this global trend will be $0.25 to $0.30 for the remainder of 2021. However, we remain optimistic in our team's ability to continue to mitigate this impact through strategic pricing and demand generation. We will continue to monitor this closely throughout the year. Our revised earnings per share guide reflects a $0.30 improvement at the midpoint of our range to $3.90, which would put us $0.09 above 2019. Some other items to note. Given the strengthening of the U.S. dollar, the foreign currency benefit contemplated in our guidance is less than originally planned. Our 4-year effective tax rate is now expected to be approximately 22%. This will likely be partially offset by a slightly higher benefit from share repurchases given the execution in Q1. Our guidance also continues to assume a reduction of approximately 1% in our 4-year weighted average share count. We are raising our free cash flow guidance by $25 million at the midpoint to reflect the impact of higher operating income, and we now expect free cash flow margin of 11% to 12%. Our higher growth outlook will require further working capital investment. However, we expect working capital to continuously decline as a percent of sales during the year and over the long term. On Slide 7, let's look at the components of our revised 2021 adjusted earnings per share guidance. As you can see, the majority of our earnings growth will be generated by stronger volumes and net productivity, partially offset by the incremental headwinds from rising raw material costs and our continued investment for growth. The deltas in the second quarter will likely look incredibly strong given the pandemic impact in Q2 of 2020. Organic sales growth is expected to be above 20%, driven by MT's strong performance and an easy 2020 compare. This will be partially impacted by the global semiconductor chip shortage. The other segments are each expected to grow mid-single digits with anticipated strength in IP's short cycle. Our outlook for CCT has improved, given the strong organic sales and orders growth in Connectors in Q1. The margin expansion is expected to be several hundred basis points, driven by MT and to a lesser extent, CCT. From a total ITT perspective, adjusted segment margin should be equal or slightly above second quarter of 2019 of 16.1%, which we believe is a more representative comparison. The combined impact of higher sales and strong productivity will drive significant adjusted earnings-per-share growth. On a dollar basis, we expect Q2 will be slightly below the second quarter of 2019, and the second half of the year may look very similar to 2019. As a reminder, Q4 of 2020 was especially strong, therefore, we will have a tough comparison in the fourth quarter. With that, let me pass it back to Luca for closing remarks. I am very pleased with ITT's results in the first quarter. We see signs of a recovery in our end market, and our people continue to differentiate ITT from the competition. We are leveraging and building upon the cost actions we executed in 2020 to drive solid incremental margins as sales volumes increase. And we are investing our capital effectively. As we said before, Friction continues to win in the marketplace and will be the springboard for growth in 2021. This performance should continue throughout the year, notwithstanding some of the macro headwinds related to supply chain and rising raw material costs that we will need to manage effectively. From an operational standpoint, we made further progress in our transformations at both Industrial Process and Connect and Control Technologies. I'm encouraged by what I saw during my visits over the past few months and what I heard in my conversations with employees, customers and shareholders about the strength of ITT. We also appreciate the partnership with our distributors and sales reps, working as a team with ITT to deliver these results. We are laser-focused on growing ITT through acquisitions while funding high-return growth investments, and the momentum is accelerating. Our financial health is as strong as ever, and this will allow ITT to effectively deploy our capital on all fronts. We continue to deliver on our commitments, and Q1 has positioned us to surpass 2019. With that, Stephanie, please open the line for Q&A. ","q1 adjusted earnings per share $1.06. q1 earnings per share $0.99. qtrly organic revenue up 2%. now expect revenue growth of 8% to 10%, or up 5% to 7% on an organic basis for 2021. sees adjusted earnings per share of $3.80 to $4.00 per share for 2021. " "Today's call will cover ITT's financial results for the three months period ending July 3, announced yesterday evening. These statements are not guarantees of future performance or events and are based on management's current expectations. Actual results may vary materially, due to, among other items, the factors described in our 2020 Annual Report, on Form 10-K and other recent SEC filings. These adjusted results exclude certain non-operating and non-recurring items, including but not limited to asbestos-related charges, restructuring, asset impairment, acquisition-related items and certain tax items. Before we begin, I'll provide a brief overview of our second quarter GAAP results. Revenue increased 34% to $692 million. Segment operating income increased 206% [Phonetic] to $114 million, which equates to segment operating margin of 16.5%. Reported earnings per share decreased 15% to $0.45, driven primarily by a $28 million after-tax loss on the divestiture of InTelCo Management LLC, formerly a wholly owned subsidiary that holds legacy asbestos liabilities and related insurance assets, as well as prior-year income tax benefits, and increased corporate and environmental costs. We are all focused on ensuring ITT delivers on its commitments hour after hour, while taking care of each other, our families, and our customers. This has been a pivotal quarter for ITT. On July 1, we divested a subsidiary that holds all of our legacy asbestos liabilities to a portfolio company of Warburg Pincus. Importantly, ITT is indemnified from any further responsibility for all pending and future legacy asbestos claims. This transaction follows the successful transfer of our U.S. pension liability in October 2020 and will allow us to focus more on growing the core business organically and through acquisitions. We are now beginning the next chapter in ITT's history. On the operational front, over the past few months, I've had the privilege of meeting our teams in person at our sites in Italy, California, the Netherlands, and the Northeast. I continue to be encouraged by the progress we are making, by the opportunities that remain, and by the commitment and the passion I see from our workforce. Before reviewing our results, let me talk a little bit about ITT's sustainability efforts. In the coming weeks, we will be releasing our 2021 Sustainability Report Supplement, which will show our commitment to environmental, social, and governance initiatives. It is clear that while we have made significant progress in 2020 despite the impact of the pandemic, there is still more that we can do. Our employees' efforts during the pandemic to take care of each other and our customers have strengthened our resolve to continuously improve our ESG practices and this is what we will do. Some of our accomplishments, which you can soon read about it in the supplement, include a 25% reduction in greenhouse gas emissions and a 25% reduction in workplace incidents. Further, we maintained an A rating for our ESG profile, as measured by MSCI, a recognized leader in global ESG assessment. Now, let's review our results for the second quarter, beginning with sales. Friction continued to outperform global auto production growth. In fact, the outperformance we drove this quarter was significantly above our historical average. The auto businesses in MT grew organic revenue nearly 80% and MT's revenue exceeded pre-COVID levels from 2019 once again this quarter. More importantly, we continue to win key awards in both conventional vehicles and our new electric vehicle platforms, which will fuel future outperformance. This quarter we were awarded content on 10 new electric vehicle platforms, seven of which were in China and two on key strategic platforms in the growing North American market. We also continue to differentiate ourselves from the competition. In July, Friction's outer ceramic brake pads sold in the aftermarket were ranked the highest among five competitors according to ADAC, Europe's largest motoring association based in Germany. This is a testament to the supplier excellence and innovation of the Friction team. Let's get back to the quarter. Building on the first quarter momentum, our connectors business in Connect and Control Technologies grew sales by 17% organically, after 8% organic in Q1. We saw continued strength in the North American distribution channel; and sequentially, industrial connectors in Q2 grew 6% versus Q1, due to distribution strength worldwide. We also drove 8% organic revenue growth in Industrial Process, driven by strong pump project deliveries, which were up 52% organically in the quarter due to strength in the chemical and oil and gas markets. We achieved this by remaining focused on serving our customers and ensuring we commission their projects on time, despite significant supply chain disruptions. Turning to orders, I'm energized by the growth our commercial teams generated this quarter across all three segments. In total, we drove 47% organic orders growth across ITT with order levels surpassing 2019, positioning us well for the second half of the year and for 2022. First, Motion Technologies grew orders by 76% organically, driven mainly by auto, and we also saw a strong performance in valve [Phonetic], which grew over 20% organically. Second, in Industrial Process, orders were up 18% organically and up 7% sequentially, driven by continued recovery in our short-cycle business, where orders grew 24% across parts, valves and service. Our pump project orders were relatively flat year-over-year. However, we are increasingly confident that project activity in the funnel is strengthening and we expect to successfully leverage this momentum in the second half. Finally, in CCT, orders were up 47% organically, driven largely by industrial connectors and aerospace components. As we mentioned last quarter, we saw some positive signs in commercial aerospace, which we expect it will start to pick up in Q2, and we are seeing the momentum in orders today. From a profitability perspective, despite increasing pressure from commodity costs and supply chain disruptions, we delivered nearly 400 basis points of adjusted segment margin expansion, with triple-digit margin expansion in each segment. This was a result of the incredible growth in volumes, I mentioned earlier, and the team's ability to generate productivity, net of inflation, while successfully navigating challenging market conditions. This was aided in part by the actions we took in 2020 to reduce our structural costs. As a result of the revenue growth and margin expansion, ITT delivered adjusted earnings per share of $0.94, growing 65% and surpassing our pre-COVID adjusted earnings per share levels in Q2 2019. Given the strong first-half performance and our confidence in ITT's ability to outperform, we are again raising our outlook for 2021. We now anticipate organic revenue growth will be 8% to 10% for the year, a 300 basis point increase on both the low- and high-end of our already increased guidance from the first quarter. These will be driven by the strength in Friction, and short-cycle orders growth in both IP and CCT. The increased sales volume and strong productivity expected in 2021 will generate adjusted earnings per share in the range of $3.90 to $4.05 at the high end, which equates to 22% to 27% growth versus prior year. This is an $0.08 improvement at the midpoint, after a $0.30 increase after the first quarter, and this puts ITT on pace to comfortably surpass 2018 adjusted earnings per share despite significant inflationary pressure. From a top line perspective, Motion Technologies delivered a solid performance, driven by strong growth in the OE business and continued share gains despite the global chip shortage and supply chain disruptions. Our Friction and Wolverine OE businesses grew over 60% organically. As I always do, this quarter, I traveled to a number of our facilities, including our world-class friction plant in Barge, Italy. Here, I saw the teams' engineering expertise on full display, which will enable us to continue winning an outsized share of global EV platforms. Our continued investment in automation in all our plants and hour-by-hour management allows us to continuously meet customer demand, despite constantly changing production schedules; and we continue to invest in and develop new technologies to address the needs of a new and more environmentally friendly automotive braking system. In CCT, we drove nearly 19% organic revenue growth in industrial connectors, mainly through distribution, continuing the momentum we saw in the first quarter. Demand in commercial aerospace is increasing, exhibited by the nearly 70% growth in aerospace orders. The book to bill in CCT was an impressive 1.18 for the quarter, which positions us well for the future. Now, moving to operating margins. Our focus on operational excellence produced 250 basis points of expansion in Q2 at the ITT level and 390 basis points at the segment level. By segment, MT grew margin 660 basis points, Connect and Control 230 basis points with an incremental margin of 37%, and Industrial Process grew margin 100 basis points to nearly 15% once again. The strong performance was a combination of higher sales volume, commercial actions and productivity, offset by raw material inflation and unfavorable mix, given the growth in pump projects and continued investments for growth, which are critical to sustain ITT's outperformance. Regarding raw materials' inflation, the impact this quarter was approximately 240 basis points, which was higher than what we expected. And while we are deploying pricing actions with our customers, based on current prices for material purchases for the remainder of 2021, we expect this phenomenon will have a significant impact in the second half. Free cash flow for the quarter was impacted by the sale of our legacy asbestos liabilities. Excluding this one-time non-recurring item, adjusted free cash flow was $131 million. The decline compared to prior year was the result of higher operating income generation in the segments that was more than offset by strategic investments in working capital to support growing customer demand. Wrapping up, our ITTans [Phonetic] around the world delivered another outstanding performance in Q2. Organic growth was strong across all three segments and we converted to higher sales at good margins. We generated over 400 basis points of productivity while investing for future growth and successfully navigated challenging market conditions; and our nearly 50% organic growth in orders position ITT for a strong second half. Motion Technologies' Q2 organic revenue growth of 64% was primarily driven by strength in auto. As you know, the second quarter of last year was down significantly, due to the pandemic. However, Friction continued to outperform global auto production by a very wide margin. And from an operating standpoint, our OE business performed very well, with 99%-plus on-time performance. This was a key reason MT's revenue eclipsed pre-COVID levels in the second quarter of 2019 by 8%. The strong orders growth in MT, this quarter, was a combination of both auto and valve, where we continue to gain share. Segment margin expanded 660 basis points versus prior year to 18.8%, mainly due to higher volumes and productivity, offset by the impact of higher raw material costs for steel, tin, and copper. As we indicated last year, MT's margins declined sequentially in the second quarter, given the increasing commodities pressure. However, MT delivered almost 30% incremental margin, in spite of these headwinds. Wolverine sales growth was over 60%, driven by OE shims in North America and Europe, and in sealings, while KONI grew by double digits organically. Margins in Wolverine, KONI and Axtone were all double digits in the quarter. For Industrial Process, revenue was up 8% organically. This was driven partially by an easy prior-year comparison, stemming from steep declines in project shipments, which resulted in over 50% revenue growth this quarter. We also saw minor short-cycle declines, driven by lower service sales and flat growth in baseline pumps, due to the materials' shortage. As we have indicated, given the order trends we see across IP, we continue to expect the short-cycle businesses to accelerate in the second half. From an end market perspective, growth was spread across general industrial, oil and gas, and chemical markets. IP grew 18% organically and 7% sequentially, due to the short cycle; namely, parts, valves and service. Our daily order rates continue to be strong into the third quarter. Orders in all product categories, except baseline pumps, were above 2019 levels, and the month of June was our largest month of project orders since 2015. We believe this positions us well for the remainder of 2021. IP's margin expanded 100 basis points to 14.7%, with an incremental margin of 24%. This was partially impacted by unfavorable mix, given the higher proportion of project versus short-cycle sales. We expect the mix to improve from here as short cycle continues to recover. Lastly, in Connect and Control Technologies, we continued to turn the corner with incremental margins of 37% this quarter. This was the result of continued volume leverage and strong productivity, despite inflationary headwinds and continued declines in commercial aerospace, while OE production continues to improve our largest aerospace customers and managing through elevated inventory levels on key platforms which will delay a significant recovery in aero components demand until 2022. Similar to the rest of ITT, orders growth was incredibly strong, driven by our connector business, with continued North American distribution strength and growth in aerospace OE and aftermarket. The book to bill was largely above 1 and backlog was up 16% compared to year-end 2020, which again position us well heading into 2022. Before we move on, just a few additional comments on earnings per share for the quarter. As you can see on the Q2 adjusted earnings per share walk on Slide 11, the year-over-year comparisons were negatively impacted by prior-year benefits, related to environmental, temporary cost actions, and CARES Act credits. Partially offsetting these items was a roughly $0.03 benefit from foreign currency, consistent with our outlook, and a roughly $0.01 benefit from a lower-than-planned effective tax rate of 21.5%. On July 1, ITT divested 100% of its equity of a subsidiary that holds legacy asbestos liabilities and related insurance assets to Delticus, a portfolio company of Warburg Pincus. At closing, ITT contributed $398 million in cash and Delticus contributed $60 million in cash to InTelCo. As a result of the transaction, ITT removed all asbestos obligations, related insurance assets, and associated deferred tax assets from our consolidated balance sheet as of the second quarter. The benefits of this transaction include the indemnification for all legacy asbestos liabilities and stronger free cash flow generation in the absence of asbestos-related payments that we previously estimated at $20 million to $30 million per year on average over the next 10 years, prior to the divestiture. Additionally, the transaction freeze up management time and resources to focus more on growing the core business and executing other more strategic initiatives, including ESG and M&A. Coupled with our successful U.S. pension plans transfer executed in October 2020, we are well positioned to grow with a flexible balance sheet and without the risks and uncertainty of managing these legacy liabilities. As we saw in Friction's results, global auto production is increasing, albeit constrained by the global semiconductor shortage which is causing inventory levels to remain low. And while we expect demand will remain strong throughout 2021, the impact of higher raw material prices will weigh on margins and adjusted earnings per share during the second half. The growth we're seeing in IP orders is mainly in short cycle. On projects, however, we continue to expect the large project spend, particularly in oil and gas, will not fully recover until 2022. In the meantime, we're seeing continued momentum in weekly run rates in our short-cycle businesses in Industrial Process and connectors, which we believe will drive organic revenue growth to a new range of 8% to 10% for the year. Our assumption regarding commercial aerospace is that a substantial recovery will not occur until early 2022, given the level of inventory at our largest OE customers. However, we see encouraging signs in orders, as production levels continue to increase. Our outlook for adjusted segment margin remains at approximately 17.1% at the midpoint. We expect a pronounced impact from raw material inflation, mainly in Motion Technologies. However, our teams are driving commercial actions and additional productivity to minimize the impact. We're planning for raw materials to remain at these elevated levels throughout 2021. As you will see on Slide 7, our revised guidance assuming the incremental impact from this trend will be $0.09 at the high-end for the remainder of 2021. Our revised adjusted earnings per share guidance reflects an $0.08 improvement at the midpoint of our range, eclipsing 2019 levels and our previous high end. The net impact of all other items is roughly $0.01 benefit to full-year adjusted EPS, including a slightly lower-than-planned effective tax rate. Foreign currency and other items will be a minor benefit, compared to our previous guidance. And we continue to expect a 1% reduction in the weighted average share count, given our share repurchases to date. Additionally, we are raising our adjusted free cash flow guidance by $5 million at the low- and high-ends of our previous range to reflect the higher operating income generated in the first half, offset by further working capital investments to support future growth, especially given the supply chain disruptions we are experiencing today. In summary, we are again raising our outlook for 2021 across sales, earnings and free cash flow. And with this raise, we now expect to eclipse 2019 levels in terms of adjusted segment margin and adjusted earnings per share. As you can see, the majority of the improvement in adjusted earnings per share is operational in nature. The higher volumes will likely be partially offset by incremental headwinds from rising raw material costs, which we have already discussed; the remaining changes to our outlook are rather immaterial. From an end market perspective, the trends we saw in the second quarter have remained largely consistent throughout July. Auto and the short cycle businesses in IP continue to perform well and CCT remains comfortably on path to recovery from both a sales and margin perspective. On the other hand, our outlook reflects increased commodity pressure and we do not see any near-term improvements related to the supply chain. Organic sales growth is expected to be in the mid-teens range, driven by growth across the portfolio and led by MP's strong performance. IP and CCT should both improve to approximately high-single-digit organic growth, driven by short cycle. Segment margin should be approximately flat sequentially to Q2 and above prior year, even with the significant raw material headwinds we anticipate primarily in MT. This negative impact on MT's margin will largely be offset by margin improvements in CCT, followed by Industrial Process. Despite the margin challenges in Q3, we still expect all three businesses to be up over 100 basis points for the full year, which will eclipse ITT's segment margin for 2019. The combined impact of higher sales and strong productivity will drive adjusted earnings-per-share growth in the low- to mid-teens. With that, let me pass it back to Luca for closing remarks. ITT continues to execute on its strategic priorities to position the company for long-term success. The actions we took to eliminate our legacy asbestos liabilities will allow our teams to drive better growth in the core and up our game in capital deployment. We are now even more laser-focused on growing ITT organically and through acquisitions while funding high-return growth investments, given our capital flexibility and strengthened cash flow profile. We continue to outperform across all our businesses and we see encouraging signs in our orders growth, which will position us well for the remainder of 2021, 2022 and beyond, and simultaneously [Phonetic] continue to drive strong cash generation through increased income and effective working capital management. The second half of 2021 will be challenging, given the supply chain disruptions, commodities pressure and emergence of COVID variant around the world. However, I'm confident in ITT's ability to navigate these headwinds effectively, and drive growth and profitability, while leveraging our optimized cost structure and doing it all in a safe sustainable and efficient manner. Crystal, please open the line for Q&A. ","itt q2 earnings per share $0.45. q2 earnings per share $0.45. sees fy adjusted earnings per share $3.90 to $4.05. q2 adjusted earnings per share $0.94 excluding items. " "I'm joined by our Chairman and CEO, Scott Santi; and our Vice Chairman, Chris O'Herlihy. Senior Vice President and CFO, Michael Larsen, is recovering from a sports-related injury and is not available to participate in today's call. During today's call, we will discuss ITW's second quarter financial results and update our guidance for the full year 2021. In the second quarter, we saw continued recovery momentum across our portfolio, and we delivered strong operational execution and financial results. Revenue was up 43% with organic growth up 37%, and we saw double-digit growth in every segment and geography. Earnings per share of $2.45 was up 143%, 108% if you exclude the onetime tax benefit of $0.35 that we recorded in the quarter. In this strong demand environment and in the face of very challenging supply conditions, our teams around the world leveraged our long-held close to the customer manufacturing and supply chain approach, and the benefits of staying fully staffed and invested through our winter recovery positioning, to continue providing world-class service levels to our customers while also continuing to execute on our long-term strategy to achieve and sustain ITW's full potential performance. We're certainly encouraged by our organic growth momentum as order intake rates remained pretty much strong across the board. And during the second quarter, we saw multiple examples of how our ability to sustain our differentiated delivery capabilities by remaining fully invested through the pandemic resulted in incremental share gain opportunities for our businesses. While there's no doubt that the raw material supply environment is as challenging as we have experienced in a long time, maybe ever in my 38 years at ITW, we are as well positioned as we can be to continue to set ourselves apart through our ability to respond for our customers. We've worked hard over the last nine years to position ITW to deliver differentiated performance in any environment, and I have no doubt that the ITW team will continue to execute at a high level as we move through the balance of the year and beyond. Now for some more detail on our performance in the second quarter. As I mentioned, organic growth was 37% with strong performance across our seven segments. The two segments that were hardest hit by the pandemic a year ago led the way this quarter, with Automotive OEM up 84% and Food Equipment up 46%. By geography, North America was up 36% and international was up 38%, with Europe up 50% and Asia Pacific up 20%. GAAP earnings per share of $2.45 was up 143% and included a onetime tax benefit of $0.35 related to the remeasurement of net deferred tax assets in the U.K. due to a change in the statutory corporate tax rate there. Excluding this item, earnings per share of $2.10 grew 108%. It was a Q2 record and was 10% higher than in Q2 of 2019. Operating income increased 99% and incremental margin was 40% at the enterprise level. Operating margin of 24.3% improved 680 basis points on strong volume leverage, along with 150 basis points of benefits from our enterprise initiatives. Year-to-date, our teams have delivered robust margin expansion, with incremental margins for our seven segments ranging from 37% to 48%, inclusive of price/cost impact. Speaking of price/cost, price/cost headwind to margin percentage in the quarter was 120 basis points. While the pace of raw material cost increases accelerated in the second quarter, our businesses have been active in implementing pricing actions in response to rising raw material costs since early in the year, consistent with our strategy to cover raw material cost inflation with price adjustments on a dollar-for-dollar basis. In Q2, we ended up just short of that goal due to some timing lags, and as a result, net price/cost impact reduced earnings per share by $0.01 in the quarter. We continue to expect price/cost impact to be EPS-neutral or better for the year, and I'll come back and provide more color on the price/cost environment a little later in my remarks. In the quarter, after-tax return on invested capital was a record at 30.8%. Free cash flow was $477 million, with a conversion of 72% of net income when adjusted for the onetime tax benefit I mentioned earlier. And that was due to the additional working capital investments necessary to support our strong organic growth. We continue to expect approximately 100% conversion for the full year. We repurchased $250 million of our shares this quarter as planned. And finally, our tax rate in the quarter was 10.1% due to the onetime tax benefit. Excluding this item, our Q2 tax rate was 23%. Now moving to Slide four for an update on price/cost. We continue to experience raw material cost increases, particularly in categories such as steel, resins and chemicals and now project raw material cost inflation at around 7% for the full year, which is almost five percentage points higher than what we anticipated as the year began. And just for some perspective, this is roughly 2 times what we experienced in the 2018 inflation tariff cycle. We learned a lot from that experience. And as a result, the timeliness and pace of our price recovery actions are well ahead of where we were in 2018. As I mentioned, we expect price/cost impact to be EPS-neutral or better for the full year, with pricing actions more than offsetting cost increases on a dollar-for-dollar basis. Price/cost will continue to have a negative impact on our operating margin percentage, however, in the near term, as we saw in Q2, and that impact will likely be modestly higher in Q3 versus Q2 before it starts to go the other way. For the full year, we expect price/cost impact to be dilutive to margin by about 100 basis points, which is 50 basis points higher than where we were as of the end of Q1. That being said, margin benefits from enterprise initiatives and volume leverage will provide us with ample ability to offset the negative effect of price/cost on margin percentage and deliver strong overall margin performance for the year. And beyond the near-term price/cost impact, we remain confident that we have meaningful additional structural margin improvement potential from the ongoing execution of our enterprise initiatives. Starting on Slide five, the table on the left provides some perspectives on the growth momentum in our businesses with a look at sequential revenue from Q1 to Q2. As you would expect, the pace of recovery in our Auto OEM segment has been dampened by the well-publicized shortage of semiconductor chips despite very strong underlying demand. And for that reason, we added a row to the table to show portfolio demand trends ex Auto. Our Q2 revenue ex Auto increased 8% versus Q1. This year, Q2 had one more shipping day than Q1, so on an equal days basis, our Q2 versus Q1 revenue growth ex Auto is 6%, which is 2 times of our normal Q2 versus Q1 seasonality of plus 3%. In addition, we added more than $200 million of backlog in Q2. Both of these factors show that demand accelerated meaningfully in Q2 across our portfolio. So let's go to a little more detail for each segment, starting with Automotive OEM. Demand recovery versus prior year was most evident in this segment with 84% organic growth. This, of course, was against easy comps versus a year ago when most of our customers in North America and Western Europe were shut down from mid-March to mid-May. North America was up 102%, Europe was up 106% and China up 20%. We estimate that the shortage of semiconductor chips negatively impacted our sales by about $60 million in the quarter. Operating margin of 18.8% was up 26.6 percentage points on volume leverage and enterprise initiatives. Price/cost with a significant headwind of more than 200 basis points due to the longer cycle time required to implement price recovery actions in this segment. Given the ongoing semiconductor chip supply uncertainty, we now expect full year organic growth in Automotive to be approximately 10% versus our original range of 14% to 18% at the beginning of the year. To be clear, this is not lost revenue but simply delayed into next year. Furthermore, the slower-than-expected growth in Auto is offset by strength elsewhere in the enterprise. In Food Equipment, organic revenue rebounded 46%, with recovery taking hold across the board and the backlog that is up significantly versus prior year. North America was up 39% with equipment up 42% and service up 33%. Institutional revenue was up more than 30%, with healthcare and education growth in the low to mid-30s and lodging up in the mid-20s. Restaurants were up about 60% with the largest year-over-year increases in full service and QSR. Retail grew in the mid-teens on continued solid demand and new product rollouts. International recovery was also robust at 58%, with Europe up 66% and Asia Pacific up 29%. Equipment sales were strong, up 66% with service growth of 39%, which continued to be impacted by extended lockdowns in Europe. Operating margin was 22% with an incremental of 46%. Test & Measurement and Electronics revenue of $606 million was a Q2 record with organic growth of 29%. Test & Measurement was up 20%, driven by solid recovery in customer capex spend and continued strength in semicon. Electronics grew 38%, continued strength in consumer electronics and automotive applications and the added benefit in timing of some large equipment orders in electronic assembly. Operating margin of 28.1% was 240 basis points -- was up 240 basis points and a Q2 record. Moving to Slide seven. Welding growth was also strong in Q2 at 33%. Equipment revenue was up 38% and consumables growth of 25% was the first time in positive territory since 2019. Our industrial business grew 52% on increased capex spending by our customers, and the commercial business remains solid, up 26%, following 17% growth in the first quarter. North America was up 38% and international growth was 13%, primarily driven by recovery in oil and gas. Polymers & Fluids organic growth was 28%, led by our automotive aftermarket business up 33% on robust retail sales. Polymers was up 34% with continued momentum in MRO applications and heavy industries. Fluids was up 8% with North America growth in the mid-teens and European sales up low single digits. Operating margin was an all-time record 27.3% with strong volume leverage and enterprise initiatives partly offset by price/cost. Moving to Slide eight. Construction organic growth of 28% reflected double-digit growth and recovery in all three regions. North America was up 20%, with 16% growth in residential renovation and with 26% growth in commercial construction. Europe grew 61% with strong recovery versus easy comps in the U.K. and Continental Europe. Australia and New Zealand organic growth was 13%, with continued strength in residential and commercial. Operating margin in the segment of 27.6% was up 390 basis points and was a Q2 record. Specialty organic revenue was up 17% with North America up 15%, Europe up 24% and Asia Pacific up 14%. Our flexible packaging business was up mid-single digits against a tougher comp than the rest of this segment. The majority of our businesses were up double digits, led by appliance up more than 50%. Consumable sales were up 19% and equipment sales up 12%. Let's move on to Slide nine for an update on our full year 2021 guidance. We now expect full year revenue to be in the range of $14.3 billion to $14.6 billion, up 15% at the midpoint versus last year, with organic growth in the range of 11% to 13% and foreign currency translation impact of plus 3%. This is an increase in organic growth of one percentage point at the midpoint versus the updated guidance that we provided at the end of Q1, driven largely by the incremental revenue impact of pricing actions implemented in Q2 in response to accelerating raw material cost increases. We are raising our GAAP earnings per share guidance by $0.35 to a range of $8.55 to $8.95 to incorporate the onetime tax benefit realized in the second quarter. The midpoint of $8.75 represents earnings growth of 32% versus last year and 13% over 2019. Factoring out the onetime Q2 tax item, the midpoint of our 2021 guidance is 10% higher than 2019. With regard to margin percentage, as discussed earlier, the incremental cost increases that we saw in Q2 will result in full year margin dilution of 100 basis points versus the 50 basis points that we projected as of the end of Q1. And we are adjusting our margin percentage guidance accordingly to a range of 24.5% to 25.5%, which would still be an improvement of more than 200 basis points year-over-year and an all-time record for the company. And again, we expect zero earnings per share impact from price/cost for the full year. We expect free cash flow conversion to be approximately 100% of net income, factoring out the impact of the onetime noncash tax benefit we recorded in Q2. Through the first half, we have repurchased $500 million of our shares and expect to repurchase an additional $500 million in the second half. Finally, we expect our tax rate in the second half to be in our usual range of 23% to 24% and for a full year tax rate of around 20%. Lastly, today's guidance excludes any impact from the previously announced acquisition of the MTS Test & Simulation business, which we expect to close later this year. And once that acquisition closes, we'll provide you with an update. ","compname reports q2 earnings per share of $2.45. q2 gaap earnings per share $2.45. sees fy gaap earnings per share $8.55 to $8.95. raising full year organic growth guidance to a range of 11 to 13 percent. sees full year gaap earnings per share of $8.55 to $8.95 per share. " "During today's call, we will discuss ITW's fourth quarter and full year 2021 financial results and provide guidance for full year 2022. In Q4, the ITW team delivered another quarter of excellent operational execution and strong financial performance. Six of our seven segments combined delivered 12% organic growth, while our Auto OEM segment continued to be impacted by near-term limitations on auto production due to component supply shortages and, as a result, was down 16% in the quarter. At the enterprise level, we delivered organic growth of 5%, GAAP earnings per share of $1.93, operating margin of 22.7%, and free cash flow of $695 million or 114% of net income. Throughout the entirety of 2021, our teams around the world did an exceptional job of delivering for our customers while responding quickly and decisively to rapidly rising input costs and aggressively executing our Win the Recovery strategy to accelerate profitable market penetration and organic growth across our portfolio. As a result, for the full year, we generated organic growth of 12%, with each of our seven segments delivering organic growth ranging from 6% to 18%. And despite a seemingly constant barrage of input cost increases, we expanded operating margin by 120 basis points to 24.1%, with another 100-basis-point contribution from enterprise initiatives. GAAP earnings per share was an all-time record at $8.51, an increase of 28% versus the prior year. And in 2021, we also raised our dividend by 7%, returned $2.5 billion to our shareholders in the form of dividends and share repurchases, and closed on a very high-quality acquisition in the MTS test and simulation business. Most importantly, we delivered these results while continuing to drive meaningful progress on our path to ITW's full potential through the execution of our long-term enterprise strategy. As you may recall, early in the pandemic, we made the decision to remain fully invested in our people and in our long-term strategy. The people that we retained and the marketing, innovation, and capacity investments that we continue to fund as a result of that decision are fueling the results that ITW is delivering today and have the company very well positioned to continue to accelerate organic growth, add high-quality bolt-on acquisitions and sustain our best-in-class margins and returns in 2022 and beyond. Their performance throughout 2021 provides another proof point that ITW is a company that has the enduring competitive advantages, the agility, and the resilience necessary to deliver top-tier performance in any environment. The strong growth momentum that we experienced in the third quarter continued into the fourth quarter as revenue grew 5.9% year over year to $3.7 billion, with organic growth of 5.3%. The MTS acquisition added 1.3% and foreign currency translation impact reduced revenue by 0.7%. Sequentially, organic revenue accelerated by 6% from Q3 into Q4 on a sales per-day basis as compared to our historical sequential of plus 2%. By geography, North America grew 9% and international was up 1%. Europe declined 2%, while Asia Pacific was up 7%, with China up 2%. GAAP earnings per share of $1.93 included $0.02 of headwind from the MTS acquisition and related transaction costs. Operating margin was 22.7%, 23.1% excluding MTS. As expected, in the fourth quarter, we experienced price cost margin headwinds of 200 basis points, the same as in the third quarter. Our businesses continue to respond appropriately and decisively to rising raw material costs. And in the fourth quarter and the full year, we were positive on a dollar-for-dollar basis. Overall, for Q4, excellent operational execution across the board and strong financial performance in what remains a pretty uncertain and volatile environment. OK, let's go to Slide 4 for segment results, starting with Automotive OEM. As expected, organic revenue was down 16%, with North America down 12%, Europe down 29%, and China down 3%. Despite these near-term pressures on the top line, operating margin was resilient and remained solidly in the mid-teens. While supply chain challenges continue to persist for the industry in the near term, we are confident that the inevitable recovery of the auto market will be a major contributor to organic growth for ITW over an extended period of time as these issues ultimately get resolved. Food Equipment led the way this quarter with the highest organic growth rate inside the company and 21%. North America was up 22%, with equipment up 26% and service up 15%. Institutional growth of 28% was particularly strong in education and restaurants were up around 50%. International growth was strong and on par with North America at 20%, mostly driven by Europe, up 23%, with Asia Pacific, up 9%. Both equipment and service grew 20%. Turning to Slide 5 for Test and Measurement and Electronics. Organic growth was 11% with Electronics up 4% and Test and Measurement up 17% driven by continued strong demand for semiconductors and capital equipment, as evidenced by our organic growth rate of 17% in our install business. Scott said, in December, we closed on the MTS acquisition, which we're excited about as it's a great strategic fit for ITW and highly complementary to our Instron business. We acquired Instron in 2006, and today it's a business growing consistently at 6% to 7% organically, with operating margins well above the company average. We're confident that MTS has the potential to reach similar levels of performance over the next five to seven years through the application of the ITW business model. Moving to Slide 6. Welding delivered broad-based organic revenue growth of 15%, with 30% operating margin in Q4. Equipment revenue grew 14% and consumables were up 16%. Industrial revenue grew 18%, and the commercial business grew 8%. North America was up 15%, and international growth was 14%, driven by 18% growth in oil and gas. Polymers and Fluids organic growth was 3%, with 8% growth in Polymers, with continued strength in MRO and heavy industry applications. Fluids was down 5% against a tough comp of plus 16% last year when demand for industrial hygiene products surged. Automotive aftermarket grew 4% with continued strength in retail. On to Slide 7. Construction organic revenue was up 12% as North America grew 22%, with residential renovation up 23%, driven by continued strength in the home center channel. Commercial construction, which is about 20% of our business, was up 21%. Europe grew 2% and Australia and New Zealand was up 10%. Specialty organic growth was strong at 7%, with North America up 10% and international up 2%. With that, let's go to Slide 8 for a summary of 2021. Operationally, the teams around the world continue to execute with discipline in a challenging environment as they sustained world-class customer service levels, implemented timely price adjustments in response to rapidly rising raw material costs, and executed on our Win the Recovery initiatives to accelerate organic growth across the portfolio. As a result, revenue grew 15% to $14.5 billion, with broad-based organic growth of 12%, 14% if you exclude Auto OEM, where growth was obviously very constrained due to component shortages at our customers. Operating income increased 21% and operating margin was 24.1%. The incremental margin was 32%, which is below our typical 35% to 40% range due to price cost. Excluding the impact of price cost, incremental margin was 40%. GAAP earnings per share increased 28% and after-tax ROIC improved by more than 300 basis points to 29.5%. Free cash flow was $2.3 billion with a conversion rate of 84% of net income which is below our 100% plus long-term target for free cash flow due to higher working capital investments to support the company's 15% revenue growth and the strategic decision that we have made to increase inventory levels on select key raw materials, components and finished goods to help mitigate supply chain risk and sustain service levels to our key customers. Moving to Slide 9 for our full year 2022 guidance. So, we're headed into 2022 with strong momentum and the company is in a very good position to deliver another year of strong financial performance, with organic growth of 6% to 9% and 10% to 15% earnings growth. Per our usual process, our organic growth guidance is established by projecting current levels of demand into the future and adjusting them for typical seasonality. As you can see by segment on the next page, every segment is positioned to deliver solid organic growth in 2022 with organic growth of 6% to 9% at the enterprise level. Our total revenue growth projection of 7.5% to 10.5% includes a 3% contribution from MTS, partially offset by 1.5% of foreign currency headwind at today's exchange rates. Specific to MTS, guidance includes full-year revenue of $400 million to $450 million, the expectation that margins are dilutive at the enterprise level by approximately 50 basis points and, finally, consistent with what we've said before, EPS-neutral. Operating margin, excluding MTS, is forecast to expand by about 100 basis points to 24.5% to 25.5% as enterprise initiatives contribute approximately 100 basis points. We expect price cost headwind of about 50 basis points. Incremental margin is expected to be about 30%, including MTS. And our core incremental margin, excluding MTS, is in our typical 35% to 40% range. We expect GAAP earnings per share in the range of $8.90 to $9.30, which is up 10% to 15%, excluding one-time tax items from last year. The tax rate for 2022 is expected to be 23% to 24% as compared to 19% in 2021. We are forecasting solid free cash flow with a conversion rate of 90% to 100% of net income, with further working capital investments to support the company's growth, mitigate supply chain risk, and sustain service levels to our key customers as needed. Our capital allocation plans for 2022 are consistent with our long-standing disciplined capital allocation framework. 1 remains internal investments to support our organic growth efforts and sustain our highly profitable core businesses. Second, an attractive dividend that grows in line with earnings over time remains a critical component of ITW's total shareholder return model. Third, selective high-quality acquisitions, such as MTS, that enhance ITW's long-term profitable growth potential, have significant margin improvement potential from the application of our proprietary 80-20 front-to-back methodology and can generate acceptable risk-adjusted returns on our shareholders' capital. Lastly, we allocate surplus capital to an active share repurchase program, and we expect to buy back $1.5 billion of our own shares in 2022. In addition, we have reactivated our previously announced divestiture plans. And in 2022, we will reinitiate divestiture processes for five businesses, with combined annual revenues of approximately $500 million. While these businesses are performing quite well coming out of the pandemic, they operate in markets where growth expectations are not aligned with ITW's long-term organic growth goals. When these divestitures are completed over the next 12 to 18 months, we expect approximately 50 basis points of lift to ITW's organic growth rate and operating margins. Given the timing uncertainties associated with these divestiture transactions, 2022 guidance assumes we own them for the full year. Finally, last slide is Slide 10 with the organic growth projections by segment. You can see that based on current run rates, we are expecting some solid organic growth rates in every one of our seven segments, with organic growth of 6% to 9% at the enterprise level. For Automotive OEM, our guidance of 6% to 10% is based on a risk-adjusted forecast of automotive production in the mid-single digits, plus our typical penetration gains of 2% to 3%. ","q4 gaap earnings per share $1.93. q4 revenue rose 6 percent to $3.7 billion. sees fy gaap earnings per share $8.90 to $9.30. sees fy total revenue growth of 7.5% to 10.5% with organic growth of 6 to 9% including mts. " "Kathie will be reviewing our second quarter 2021 financial results and providing investors with an update on our full year outlook. Further information can be found in our SEC filings. Starting on Slide three, we entered the year with confidence that our second quarter will be a pivotal quarter moving beyond the going to grow revenue. I'm pleased to announce that we achieved constant currency net sales growth of 7.8%, with increases in all key product categories. Importantly, mobility and seating products rebounded strongly at constant currency net sales growth of nearly 18% in Europe and over 12% in North America. By region, net sales in both Europe and North America achieved significant growth that Healthcare has improved in key markets and customers showed strong interest in new products. We continue to see increasing demand for all of our products as evidenced by strong order intake in quote rates and higher than normal backlog. As a result, in addition to strong sales in the second quarter, demand continues to support elevated order backlog. We ended the second quarter with $15 million of higher backlog than normal, similar to the level at the end of the first quarter. The continued higher backlog is expected to convert to sales over the next two quarters as we work to fulfill higher demand in the enrolling supply chain disruption. On the cost side, we saw a good improvement in gross margin from favorable sales mix and the benefit of prior actions to optimize the business. These were more than offset by supply chain-related disruptions as our factories ended more changeovers and shifting production plans to deal with intermittent part shortages and chipping plays, which accounted for 80% of the margin decline. Higher material, freight and logistics costs, offset by variable sales is accounted for the other 20%. Our operations team is very focused on improving efficiency and costs. We view the impact on gross margin is temporary and are taking actions to rectify it. Importantly, we expect gross margin to rebound through the remainder of the year. [Indecipherable] cash flow to support sales growth during the quarter, usage increased due to higher accounts receivable balances and elevated inventory levels, which Kathie will expand on later. We expect working capital to normalize by the end of the year cash is collected and inventory is converted to sales. Overall, second quarter results were largely in line with expectations with strong revenue growth both year-over-year and sequentially in all major product lines in Europe and North America. We're please with the progress we're making year-to-date and look forward to even stronger results in the second half. Turning to Slide four, the business environment and access to healthcare continue to improve and remain well positioned to achieve our full year guidance. As a reminder, while the economy and in variance of the world continues to reopen, we're still flattish in North America and Europe, where access to our key customers and challenge some of the [Indecipherable]. As we experienced this quarter, we anticipate sales will continue in the back half of the year. Interest in recently launched products in helping invasive customers to provide end users with even more capable devices. Early in the third quarter, we launched a new rear-wheel drive power wheel share in North America, the AvivaSTormRx, which complements our full portfolio of best-in-class seating across all drive segment. Our [Indecipherable] wheelchairs allows end users the best in seating and complex control solutions and the best driving front or percent we drive share for their environment. In addition, in respiratory, our new T5 NXG visionary oxygen cone is now commercially available in the United States with plans to roll out further in the coming months. As we focus on sales growth and increased customer demand, we look forward to meeting our customers with new tools and our expanding IT platform, especially with more modern customer self-service features. At the same time, we're very focused on improving operating efficiency by reducing friction and removing costs from our business system. While we expect the global supply chain will persist in the near term, we're taking proactive measures to offset them, such as investing in additional inventory, looking and planning freight further into the future to ensure time in receipt and delivery and more precisely planning manufacturing schedules to better match the anticipated reliable component. As these mitigation efforts become more effective, we expect gross margin to expand significantly from second quarter results, which, coupled with sales growth should meet profitability. All things taken together, we remain confident in our ability to achieve our full year guidance as we continue to see strong demand across all product categories to convert our excess order backlog into sales with actions to sustain gross margin and leverage SG&A. All of these positive indicators support our conviction that Invacare is pivoting to a period of long-term gorwth. Turning to Slide six. Reported net sales increased 15.1%, with growth in all product categories and in all regions. Constant currency net sales increased 7.8% driven by double-digit growth in both mobility and seating and respiratory products. We are pleased to have achieved strong sales growth, driven by new orders received during the quarter. And for mobility and seating, we are also seeing increased revenue from new products. Gross profit increased $4.2 million due to higher revenue and the benefit of favorable sales mix. As Matt mentioned, gross margin was significantly impacted by supply chain-related client disruptions and to a lesser extent, higher freight and material costs. The company has taken and continues to implement various actions to reduce the impact on the business, including reduced work hours in certain locations, into the anticipated timing of the receipt of components and investing in increased inventory, much of which was received in the latter part of the second quarter. SG&A expense returned to a more normalized and was higher than the prior year as the second quarter 2020 benefited from reduced commercial expenses and discretionary spending given the significant impact of the pandemic on the business. This year, SG&A expense includes increased funding for sales, marketing and commission programs to support and drive revenue growth. As sales strengthened, free cash flow was also impacted higher levels of accounts receivable that we expect to be collected during the second half of the year. In addition, as previously disclosed, the company increased inventory levels to mitigate supply chain disruption and to prepare for the expected sequential sales growth in the latter half of the year. We anticipate this investment in inventory will convert to cash in the second half 2021 and enable us to achieve our free cash flow guidance. Turning to Slide 7. Reported net sales in all product lines improved year-over-year despite supply chain challenge, which limited the conversion of orders for shipments and resulted in excess order backlog of $15 million, primarily in Europe. Mobility and seating products achieved net sales growth of 15% to strong growth in both Europe and North America, benefiting from the increased adoption of new products introduced over the past 18 months. Constant currency net sales increased 2.9% for lifestyle products even compared to a particularly strong Q2 2020 that benefited from pandemic-related bed sales. Growth this quarter was led by higher sales of manual welters, hygiene products as well as growth. Retinal respiratory products was driven by continued strong demand in North America related to the pandemic. Turning to Slide eight. Europe constant currency net sales increased 7% driven by an 18% growth in mobility and seating and over 6% increase in lifestyle products, partially offset by lower sales of respiratory products. Gross profit increased $507 million due to strong revenue growth and favorable sales mix, offset by supply chain-related plant disruptions and higher freight costs, resulting in flat gross margin. Driven by higher net sales, operating income increased by $2.8 million. Overall, we are encouraged by the improving healthcare access in key European markets, which helped drive our significant rebound in sales and profitability. Turning to Slide nine. North America achieved constant currency net sales growth of 10.1%, driven by increased revenues in all product categories. Mobility and seating products generating constant currency net sales growth of 12.6% and respiratory products grew by 24%. We achieved exceptionally strong growth in the quarter for mobility and seating products, benefiting the increased adoption of new products. Gross profit declined $900,000 as favorable sales mix was more than offset by previous mentioned supply chain challenges, driving 150 basis points decline in gross margin. Operating income decreased $3.2 million due to reduced gross profit and higher SG&A expense to support revenue growth. Turning to Slide 10. Constant currency net sales in the Asia Pac region decreased 7.7% due to lower sales in lifestyle and mobility and seating products partially offset by growth in respiratory products. While the Asia Pacific region continues to see strong demand, net sales growth was impacted by global shipping issues to stabilate the receive of products. Operating loss increased by $1.8 million, primarily due to lower profitability in the Asia Pacific region impacted by lower net sales favorable gross margin and higher SG&A expense. Moving to Slide 11. As of June 30, 2021, the company had total debt of $322 million excluding financing and operating rate obligations and $78 million of cash on the balance sheet. As a result of revenue growth, the company had higher receivable, which led to an increase of 7.4 days in sales outstanding as compared to the end of the first quarter of 2021, impacted by the timing of collections from revenue recognized in the quarter. In addition, the company had higher inventory levels to mitigate supply chain challenges and to prepare for the expected sales growth in the second half of the year. As discussed, we anticipate both metrics to normalize by the end of the year and drive positive free cash flow for the full year of 2021. Turning to Slide 12. Based on our visibility into the third quarter, we are reaffirming our full year guidance for 2021, consisting our constant currency net sales growth in the range of 47%, adjusted EBITDA of $45 million and free cash flow of $5 million. Constant currency net sales are anticipated to increase sequentially in the third and fourth quarters of 2021. Our outlook is supported by positive sales trends such as strengthening order demand, mobility and seating product sales, which historically peak in the summer months, the conversion of excess backlog in the sales, increased adoption of new products and the continuing reopening of key markets and channels. In addition, gross margin is expected to improve driven by revenue growth, favorable sales mix and actions to resolve supply chain challenges at our [Indecipherable]. Over the next few quarters, we are taking steps to mitigate this impact where possible. As a result, improvements in adjusted EBITDA and free cash flow could accelerate for the second half of 2021. Turning to Slide 13. As we enter the second half of the year, I'm incredibly excited about the positive trends in our favor, which bodes well for a strong finish for the year. We anticipate the continued easing of healthcare restrictions, combined with strong demand, favorable sales mix and the fulfillment of excess backlog will drive robust revenue growth and profitability. As seen in previous years, Invacare has a long history of generating a substantial majority of its adjusted EBITDA in the second year, and this year is expected to be similar. Taken together, we have continued confidence in our ability to meet our 2021 goals and to remain focused on executing our long-term growth strategy. We'll now take questions. ","full year 2021 financial guidance reaffirmed. " "But before I begin, I'd like to take a minute to recognize the hard work of our team at Invesco, like most everybody, our employees have been working in a work-from-home or hybrid environment for more than a year now, and they've achieved these results in a very challenging environment. And with the success of the virus, many of us have been coming back to the office and working together in the last few months and I can tell you, it's good to see our colleagues once again. And we are in different stages of reopening around the globe and one thing that I hear from everybody that is able to get back to the offices upgraded us to see one another and work together. And as always, we'll follow the status of COVID and local guidelines as we transition back to the office, meeting client needs, helping them ensure continued health and well-being of our employees. So now, let me turn to the results. We achieved a new record in the second quarter for long-term net inflows totaling $31 billion. This follows net inflows of $24.5 billion last quarter and up nearly $18 billion in the second half of last year. Growth was led by net inflows into institutional ETFs, fixed income, and but as alternative capabilities. And as you can see on Slide 3, the key capability areas where we have scale, investment readiness, competitive strength, drove growth again in the quarter. These are areas where our investment performance is strong, we're highly competitive and well-positioned for growth. Looking at our ETFs, excluding the Qs, they generated net long-term inflows of $12 billion during the quarter. Net long-term inflows from alternatives during the quarter were $4.3 billion, including strength in our private markets business. We launched two CLOs during the period, raising $1 billion and generated net inflows into our real estate business of a billion dollars. We continue to focus and invest in our alternative capabilities space where we also see the benefit of our partnership with MassMutual which we highlighted last quarter. MassMutual has committed over $1 billion to various alternative strategies, materially increasing the speed with which [Phonetic] we can get to market for the benefit of our clients. We continue to innovate with strategies for retail investors through the launch of products such as INREIT and the partnership we announced with UBS, in which we will provide bespoke Global Property Investment Services for management clients of UBS in Switzerland, other parts of EMEA and Asia. We also have $5 billion in direct real estate capital available for deployment. We had net long-term inflows of $8.8 billion into active fixed income and within the active global equities, our $52 billion [Phonetic] developing markets fund, a key capability that came with the Oppenheimer combination, continued to see net inflows of nearly $1 billion dollars during the quarter. Second-quarter flows included net long-term inflows of $3 billion from Greater China and our Chinese joint venture continues to be a source of strength and differentiation for us as an organization. In addition, our solutions enable institutional pipeline accounts for 35% of the pipeline at quarter-end, this following the funding of a large passive mandate from Australia in the second quarter which was enabled by our Solutions team. Allison will add more information in a moment on flows, the pipeline results in the quarter, including the continued progress toward our net savings target. But I would note, the growth we are experiencing is driving positive operating leverage producing an adjusted operating margin of 41.5% for the quarter. Strong cash flows being generated from our business improved our cash position, helping build a stronger balance sheet and improving our financial flexibility for the future. Our investment performance was strong in the second quarter with 72% of actively managed funds in the top half of peers or feeding benchmark on a five-year and a 10-year basis. This reflected continued strength in fixed income, global equities, including emerging market equities and Asian equities. All areas where we continue to see demand from clients globally. Moving to Slide 5. We ended the quarter with $1.525 trillion in AUM. Of the $121 billion in AUM growth, approximately $66 billion is a function of increased market values. Our diversified platform generated gross inflows in the second quarter of $114.4 billion. This [Technical Issues] 82% improvement from one year ago. Net long-term inflows in the second quarter were $31.1 billion, representing 10.6% annualized organic growth. Active AUM net long-term inflows were $2.1 billion and passive AUM net long-term inflows were $29 billion. The retail channel generated net long-term inflows of $9.5 billion in the quarter, driven by positive ETF flows. This represents a $24.1 billion improvement in net long-term inflows from one year ago, driven by significant improvement in equities in the Americas. The institutional channel generated net long-term inflows of $21.6 billion in the quarter, augmented by the funding of the nearly $18 billion Australian passive mandate. Looking at retail net inflows, our ETF, excluding the QQQ, generated net long-term inflows of $12.1 billion. Our global ETF platform, again excluding QQQ, again captured flows in excess of its market share of AUM in the second quarter and for the first half of 2021 with net ETF inflows in the United States included a continued high level of interest and our S&P 500 equal weight ETF, which generated $2.6 billion in net inflows in the second quarter, following $4 billion of net inflows in the first quarter. Looking at flows by geography on Slide 6. You'll note that the Americas had net long-term inflows of $5 billion in the quarter, driven by net inflows into ETFs, various fixed income strategies, private market CLOs, and the direct real estate net long-term inflows that Marty mentioned. Asia-Pacific again delivered another strong quarter with net long-term inflows of $28.3 billion. Net inflows were diversified across the region, nearly $18 billion was from the large passive Australian mandate that funded from our institutional pipeline in May. The balance reflects $4.8 billion of net long-term inflows from Japan, $3 billion in inflows from Greater China of which the majority was from our China JV, $1.8 billion from Singapore, and the remainder arising from other areas across the region. Long-term inflows for EMEA excluding the UK were $1 billion driven by retail flows including net inflows into alternative [Phonetic], particularly our US and European senior loan funds. ETFs, the net inflows in EMEA were $2.2 billion in the quarter. And finally, the UK experienced net long-term outflows of $3.2 billion in the second quarter, driven largely by net institutional outflows in multi-asset and investment-grade capabilities. $2.4 billion of these net long-term outflows relate to our Global Targeted Return capability, which had $10.2 billion globally in AUM at the end of June. The overall UK net long-term outflows in the second quarter were an improvement of $2.7 billion as compared to the first quarter net long-term outflows of $5.9 billion. This improvement was driven by UK Retail, primarily inflows into the European Equity Funds and lower net outflows during the quarter across a number of fixed income and UK equity capabilities. Turning to flows across the asset classes. Equity net long-term inflows of $15 billion [Phonetic] reflect a good portion of the Australian mandate and ETF, including our S&P 500 equal weight ETF that I mentioned. We continued to see broad strength in fixed income in the second quarter with net long-term inflows of $13.6 billion. Driver to fixed income flows include institutional net flows into investment-grade strategies and retail net long-term inflows, and the various municipal funds and fixed maturity products in Asia. It's worth noting that although we did have fund launches in China in the second quarter, they were not at the pace of what we experienced in the first quarter. You see this largely reflected in the $9.1 billion decrease in the net flows in the balance asset class during the quarter to net outflows of $1.8 billion. Our alternative asset class has many different capabilities, and this is reflected in the flows we saw in the second quarter. Net long-term flows in alternative improved by $4.5 billion over the first quarter, driven primarily by our private markets business through a combination of inflows from the newly launched CLOs, direct real estate, senior loan and commodity capability. Included in these alternative flow results is also the GTR net outflow that I just noted. If you do exclude the global GTR net outflows, alternative net long-term inflows were $7.2 billion, quite significant in the quarter. Moving to Slide 7. Our institutional pipeline was $33.3 billion at June 30, reflecting the funding of the large passive indexing mandate in Asia Pacific, assisted by our custom solution advisory team. Excluding the impact of the $18 billion passive mandate in the first quarter, the pipeline has increased in size and remained relatively consistent to prior quarter levels in terms of asset and fee composition. Overall, the pipeline is diversified across asset classes and geographies and our solutions capability enabled 35% of the global institutional pipeline and created wins in customized mandates. This has contributed to meaningful growth across our institutional network, warranting our continuing investment and focus. Turning to slide 11 [Phonetic], you'll note that our net revenues increased $52 million or 4.1% from the first quarter as a result of higher average AUM in the second quarter. The net revenue yield, excluding performance fees of 34.8 basis points, a decrease was 0.90 of a basis point from the first quarter yield level. The decrease was driven mainly by asset mix shift, including higher QQQ and money market average balances, as well as the impact of the large passive of Australian mandate that funded in May. This decrease was partially offset by the improvement in markets in the quarter. The incremental impact relative to Q1 of higher discretionary money market fee waivers was minimal in the second quarter, but the full impact on the net revenue yield for the second quarter was 0.70 of a basis point. We do expect fee waiver to remain in place for the foreseeable future until rates begin to recover to more normalized levels. Total adjusted operating expenses increased 1.9% in the second quarter. The $14.4 million increase in operating expenses was mainly driven by variable compensations and marketing. Higher variable compensation as a result of higher revenue offset by the reduction in payroll taxes and certain benefits from the seasonally higher levels that we experienced in the first quarter. We also recognized sales -- excuse me, we also further recognized savings in the quarter, resulting from our strategic evaluation. Marketing expenses increased $9.8 million in the second quarter, mainly due to seasonally higher levels relative to the first quarter, which is typically the low point for marketing spend annually. We also reevaluated the timing of various branding campaigns and launched targeted initiatives in the quarter across the globe. Operating expenses remained at lower than historic activity levels due to pandemic driven impact to discretionary spending, travel, and other business operations. However, we did reduce some client activity and business travel late in the second quarter, which is reflected in both marketing and G&A expense. As we look ahead to the third quarter, our expectations are for third-quarter operating expenses to be modestly higher compared to the second quarter, assuming no change in markets and FX levels from June 30. We expect that the higher AUM levels driven by net inflows and market improvement in the second quarter will have a modest carryover impact on both revenues and associated variable expenses in the third quarter. We also expect a modest seasonal increase in marketing-related expenses, as spend [Phonetic] typically increases in the third and fourth quarters. One area that's still more difficult to forecast at this point is when COVID impacted travel and entertainment expense levels will begin to normalize. We are engaging in more domestic travel and in-person engagements and we do expect to see continued modest resumption of these activities across the third quarter. Additionally, our US mutual funds Board has approved certain changes to the pricing of transfer agency services that we provide to our fund. As a result, we anticipate that our outsourced administration costs which we reflect in property, office, and technology expenses, will increase by approximately $25 million on an annual basis. Offsetting this will be a corresponding increase in service to distribution revenues, resulting in a minimal impact to operating income. We expect this new pricing structure to go into effect in the third quarter and to be fully in place by the fourth quarter. Moving to Slide 9. We update you on the progress we've made with our strategic evaluation. As we've noted before, we are looking across four key areas of our expense base, our organizational model, our real estate footprint, management of third-party spend, and technology and operations efficiency. Through this evaluation, we will continue to invest in key areas of growth, including ETF, fixed income, China Solutions, alternatives, and global equities. In the second quarter, we realized $7.5 million in cost savings. $2 million of the savings was related to compensation expense and $5 million related to property, office, and technology expense. The $7.5 million in cost savings or $30 million annualized, combined with the $95 million in annualized savings realized through the first quarter of '21 brings us to $125 million in total or 63% [Phonetic] of our $200 million net savings expectations. As it relates to timing, we still expect approximately $150 million or 75% of the run rate savings to be achieved by the end of this year, with the remainder realized by the end of '22. Of the $150 million in net savings by the end of this year, we anticipate we will realize roughly 70% of the savings through compensation expense. The remaining 30% would be spread across occupancy, tech spend, and G&A. We expect the total program savings to be 65% in comps -- in compensation and about 35% spread across the other categories. So the $125 million of the expected $150 million in net savings by the end of this year already in the quarterly run rate, the degree of net savings per quarter, we will continue to moderate going forward. In the second quarter, we incurred $20 million of restructuring costs. In total, we recognized nearly $170 million of our estimated $250 million to $275 million in restructuring costs that were associated with this program. We expect the remaining transaction costs for the realization of this program to be in a range of $85 million to $105 million through the end of 2022. As a reminder, the cost associated with the strategic evaluation are not reflected in our non-GAAP result. Moving to Slide 10. Adjusted operating income improved $38 million to $541 million for the quarter, driven by the factors we just reviewed. Adjusted operating margin improved 130 basis points to 41.5% when compared to the first quarter. Most importantly, our degree of positive operating leverage reflected in our non-GAAP results was 1.8 times for the quarter, underscoring our focus on driving scale and profitability across our diversified platform. I'll also point out that our adjusted operating margin back in the third quarter of 2019, which was our first full quarter following the Oppenheimer acquisition, was 40.9%. At that time we reported a net revenue yield excluding performance fees of 40.7 basis points. At the end of the second quarter of 2021, our net revenue yield ex-performance fees was 34.8 basis points, yet our adjusted operating margin was 41.5%. We have been building out our product suite to meet client demand and client demand has been a lower fee product. We're focused on aligning our expense base with changes in our business mix, enabling the firm to generate positive operating leverage and operating margin improvement. Non-operating income included $42 million in net gains for the quarter, compared to $26 million in net gains last quarter, primarily from increased unrealized gains on seed money and co-investment portfolios. The effective tax rate for the second quarter was 22.8% as compared to 24% in the first quarter. The effective tax rate on net income was lower in the second quarter, primarily due to a change in the mix of income across taxing jurisdictions. We estimate our non-GAAP effective tax rate to be between 23% and 24% for the third quarter. The actual effective rate may vary from investments due to the impact of non-recurring items on pre-tax income and discrete tax items. Few comments on Slide 11. Balance sheet cash position was $1.3 billion at June 30 and approximately $750 million of this cash is held for regulatory requirements. Our cash position has improved considerably over the past year, increasing by nearly $350 million, largely driven by the improvement in our operating income. Our debt profile has improved considerably as well with no draws on our revolver at quarter-end. As a result, we've substantially improved our net leverage position. During the quarter, we repaid the remaining $177 million forward share repurchase liability in April. And there are no remaining share repurchase contract liabilities. In terms of future cash requirements, in the second quarter, we recorded an adjustment for the MLP liability associated with the Oppenheimer purchase, reducing this liability from our original estimate of nearly $385 million, down to $300 million. We anticipate funding this liability in the fourth quarter of '21, but we do anticipate a degree of insurance recovery related to the matter. The insurance claims process is inherently complex and we do not have an update at this stage of the timing or size of that recovery. Overall, we believe we're making solid progress in our efforts to improve liquidity and build financial flexibility. In summary, we continue to see growth in our key capabilities. We remain focused on executing the strategy that aligns all these areas while completing our strategic evaluation and reallocating our resources to position us for growth. And finally, we remain prudent in our approach to capital management. We're in a strong position to meet client needs, run a disciplined business, and to continue to invest in and grow our franchise over the long term. And with that, I'll ask the operator to open up the line for Q&A. ","net long-term inflows were $31.1 billion for q2 of 2021, compared to inflows of $24.5 billion in q1 of 2021. qtrly gaap operating revenues $1,721.4 million versus $1,659.7 million in q1 2021. " "To follow along with the slides, please visit jabil.com within our investor relations section. At the conclusion of today's call, the entire call will be posted for audio playback on our website. These statements are based on current expectations, forecasts, and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially. An extensive list of these risks and uncertainties are identified on our annual report on Form 10-K for the fiscal year ended August 31, 2021 and other filings. With that, I'd now like to shift our focus to our strong quarter and outstanding results. First off, the team delivered $400 million of core operating income on roughly $8.6 billion in revenue, resulting in a core operating margin of 4.7%. These results were primarily driven by broad-based strength in several key end markets, including healthcare, industrial and semi cap, and of course, mobility, as customary for our first fiscal quarter. And finally, it's worth noting that our team was able to accomplish all of this in spite of the chaotic global supply chain environment. In summary, we delivered strong results, grew in key end markets, and successfully navigated a dynamic global supply chain, clearly demonstrating the power of Jabil by way of our scale, tools, team, and relationships. In a few moments, both Mike and Mark will provide more details on the quarter, while also addressing our improved outlook for the year. But before I hand it over, I'll pass along some thoughts from Jabil's procurement and supply chain team, as you may find it helpful when modeling our year. In short, demand continues to outstrip supply, particularly as it relates to semiconductors, an issue that has persisted since 2019. That said, Jabil continues to leverage best-in-class tools and relationships to maximize our allocation and keep the factories in production to the best of our ability. So far, we have been extremely successful. As we move ahead, we anticipate continued supply chain challenges, which have been incorporated in our guidance similar to previous quarters. We do expect some relief toward the back half of the fiscal year, but the general consensus is that demand will remain ahead of supply for the next six months. As Adam just highlighted, Q1 was an exceptional quarter. The team delivered strong results on three fronts: revenue, core operating income, and core diluted earnings per share. Our results were better than expected due to a combination of continued end-market strength and excellent operational execution by the entire Jabil team, along with lower tax and interest expense. Net revenue for the first quarter was $8.6 billion, up 9.4% over the prior-year quarter. GAAP operating income was $350 million, and our GAAP diluted earnings per share was $1.63. Core operating income during the quarter was $400 million, an increase of 9.6% year over year, representing a core operating margin of 4.7%. Core diluted earnings per share was $1.92, a 20% improvement over the prior-year quarter. Now turning to our first quarter segment results on the next slide. Revenue for our DMS segment was $4.7 billion, an increase of 11.1% on a year-over-year basis. The strong year-over-year performance in our DMS segment was broad-based, with strength across our healthcare, automotive, and mobility businesses. Core margin for the segment came in at 5.4%. Revenue for our EMS segment came in at $3.9 billion, an increase of 7.4% on a year-over-year basis. The stronger year-over-year performance in our EMS segment was also broad-based, with strength across our digital print and retail, industrial and semi cap, and 5G wireless and cloud businesses. Core margin for the segment was 3.8%, 40 basis points higher than the prior year, reflecting solid execution by the team. Turning now to our cash flows and balance sheet. In Q1, inventory days came in at 66 days, a decline of five days sequentially. The management team continues to be fully focused on this metric, particularly in the current environment. And I expect over the medium to longer term, our inventory days to normalize below 60. Cash flows used in operations were $46 million in Q1 and net capital expenditures totaled $73 million. We exited the quarter with total debt-to-core EBITDA levels of approximately 1.3 times and cash balances of $1.2 billion. During Q1, we repurchased approximately 2.1 million shares or $127 million. Turning now to our second quarter guidance on the next slide. DMS segment revenue is expected to increase 4% on a year-over-year basis to $3.8 billion, while the EMS segment revenue is expected to increase 14% on a year-over-year basis to $3.6 billion. We expect total company revenue in the second quarter of fiscal '22 to be in the range of $7.1 billion to $7.7 billion. Core operating income is estimated to be in the range of $290 million to $350 million. GAAP operating income is expected to be in the range of $266 million to $326 million. Core diluted earnings per share is estimated to be in the range of $1.35 to $1.55. GAAP diluted earnings per share is expected to be in the range of $1.19 to $1.39. The tax rate on core earnings in the second quarter is estimated to be approximately 24%. Next, I'd like to take a few moments to highlight our balanced portfolio of businesses by end market. Today, both segments are in incredibly good shape. In September, I highlighted several long-term sustainable secular trends in strategically important end markets, such as Healthcare, Automotive, Cloud, Semi-Cap, 5G Infrastructure, and the associated connected devices, along with power generation and energy storage. For the remainder of FY '22 and beyond, we continue to expect these secular trends to drive strong growth. Our electric vehicle business in particular continues to outperform in spite of global supply chain issues as the transition to ED accelerates. And importantly, our broad-based growth associated with these secular trends is expected to drive solid year-over-year core operating margin expansion in both segments. All of which gives us confidence in our ability to deliver strong financial results for FY '22. And a balanced capital allocation framework approach is aligned and focused on driving long-term value creation to shareholders. I would like to wish each and every one of you a safe and happy holiday. I'd also like to recognize their hard work and tireless commitment, which drove solid results for our first fiscal quarter. Not only did our team deliver a favorable first quarter, but the diversification of our business was fundamental to the results, with each sector having a material contribution in the solutions we offer our customers and with each sector having a material contribution to our financial results. Specifically, the four sectors in our DMS segment focus on margins while offering reliable cash flows, while the four sectors in our EMS segment focus on cash flows, while offering reliable margins, a perfect complement as the well-diversified construct of Jabil continues to drive our execution. If we dig a little deeper, we find secular trends embedded within certain sectors, secular markets where we now play and have a substantial presence. We believe these markets will drive our growth, with the overwhelming majority of such growth occurring organically as we place our attention on secular opportunities, opportunities such as 5G, electric vehicles, personalized healthcare, cloud computing, and clean energy. Furthermore, our commercial portfolio is intentional, and we think quite special. Each slice of this pie harbors domain expertise, affording us an essential collection of valuable capabilities. Although what's most impactful is the way in which we merge these capabilities with precision and speed as we serve our customers. Our approach is further enhanced by seamless collaboration across the organization, combined with our unique Jabil structure. And when done correctly, we simplify the complex for many of the world's most remarkable brands. And we do so as we lean into a massive market, where things need to be built and supply chains need to be optimized. One of the key outcomes of our approach is the fact that with each passing year, our results become less dependent on any single product or product family, which improves our resiliency, especially during times of macro disruption and cyclical demand. I'll now take you through an update to our fiscal '22 financial plan where you'll see the continued earnings power of the company. We've increased core earnings per share to $6.55 for the year, up $0.20 from our September outlook. We've also increased revenue to $31.8 billion, up from our initial guide of $31.5 billion. In addition, we're committed to delivering free cash flow in excess of $700 million, while maintaining a core margin of 4.5% for the year as we navigate this challenging environment. In concert with these strong numbers, please note that our path forward is well understood throughout the company and what needs to be done remains crystal clear. Quite simply, what we're doing is working a positive testament on how our team is managing the business. Moving on from the financials, I'd like to talk about purpose. At Jabil, purpose serves as our guidepost. When we think about purpose, we think about our behaviors, behaviors such as keeping our people safe, servant leadership, DE&I, protecting the environment, and giving back to the many communities where we live. Please note that these behaviors, as displayed by our team, are exceptional. In closing, our improvement is steady and our strategy is consistent. And as a team, we value our role as a responsible and reliable partner to those we serve. All in all, I feel good about where we've been, but I feel even better about where we're going. In simple terms, at Jabil, we build stuff, and we do so really, really well. We also solve problems over and over again. I want each of you to always be your true self without fear or anxiety as you care for one another. To everyone on the call today, I wish you a safe and peaceful holiday. Before we begin our Q&A session, I'd like to remind everyone on our call that we cannot address customer or product-specific questions. Otherwise, we're now ready for your Q&A. ","compname posts q1 earnings per share of $1.63. q1 non-gaap core earnings per share $1.92. q1 gaap earnings per share $1.63. q1 revenue $8.6 billion. sees q2 net revenue $7.1 billion to $7.7 billion. sees q2 core diluted earnings per share $1.35 to $1.55 per diluted share. sees q2 u.s. gaap diluted earnings per share $1.19 to $1.39 per diluted share. sees fy22 revenue $31.8 billion. core earnings per share will increase to $6.55 for fy22. " "Joining me on the call today are Johnson Controls' Chairman and Chief Executive Officer, George Oliver; and our Chief Financial Officer, Olivier Leonetti. In discussing our results during the call, references to adjusted earnings per share, EBITA and EBIT exclude restructuring and integration costs as well as other special items. Additionally, all comparisons to the prior year are on a continuing ops basis. I'm going to start off with a quick look back at 2021 and update you on a few of our long-term strategic priorities. Olivier will provide a detailed review of our fourth quarter results and provide you with our fiscal 2022 guidance. Let's get started on slide three. We rounded out fiscal '21 with another quarter of solid financial results, having met or exceeded all of our original commitments for the year, in what turned out to be a much more difficult environment than originally planned. The ability to deliver these results, while navigating through unprecedented levels of inflation and supply chain disruptions, is a testament to the operational discipline and agility demonstrated throughout the organization. And for that, I am incredibly grateful for the efforts of the entire Johnson Controls team. Despite the challenging external environment, our end market demand remains strong. Robust retrofit activity, coupled with a pickup in new nonresidential construction we are starting to see, creates a strong future demand trend. This is evidenced by the continued momentum we are seeing in our order books and the record backlog we have built. We also remain focused on the big picture, moving ahead with bold new commitments, doubling down with ambitious new ESG goals set earlier this year, embarking on a substantial new productivity program designed to drive a step-function change in profitability. And just recently, at our Investor Day in September, we committed to a new set of three year financial commitments. We made significant progress in advancing our growth strategy, scaling our OpenBlue digital platform, launching eight new major offerings and greatly expanding our partner ecosystem, investing in the refresh of our product portfolio, focusing on accelerating our service growth and improving our attachment rate. And we are capitalizing on strong secular trends for healthy buildings, decarbonization and smart connected equipment and buildings. As end markets continue to recover and the adoption of these trends continue to expand globally, I am confident we are uniquely positioned from a competitive standpoint to continue to outperform. In addition to the strong financial results and advancement on our strategic initiatives, we have also continued to lead in ESG, including continued progress toward both our 2025 sustainability goals and our new ESG commitments. This is not, by any means, an exhaustive list, but I am extremely pleased with what our teams have accomplished in the last year. We are committed to net zero, committed to reducing emissions within our own operations and that of our customers. Our science-based targets have been approved. Our leadership team is aligned from a governance perspective, and we are extending our leadership in sustainable financing as well. Tomorrow, I travel to COP26 in Glasgow. We made great progress in driving home the understanding that buildings represent approximately 40% of global greenhouse gas emissions, and there is no tackling climate change without substantial investment in buildings. Governments are now acting on this and mobilizing billions to upgrade buildings. And Johnson Controls is perfectly positioned to deliver those solutions. At COP26, I will meet with government and business leaders to build momentum and ensure action. Turning to slide five. I wanted to take a few minutes to highlight several new strategic developments in the quarter. Most recently, we signed an MOU with two significant technology leaders, Accenture and Alibaba, to address sustainable infrastructure needs. This collaboration will focus on an estimated multibillion-dollar market for digital solutions serving data centers in China. We also signed a foundational technology agreement with Tempered Networks, building upon our recent cybersecurity partnerships with Pelion and DigiCert. Each of these partnerships embeds a critical layer of trust, security and operational capability into our OpenBlue platform and connected devices. These elements differentiate our products and services to help protect the integrity of our customers' operations and data. Tempered brings an industry-leading zero-trust secure network capability that helps us drive customer confidence and, in turn, accelerate the adoption of OpenBlue services. Our partnerships with UL, Safe Traces and with Phylagen are powerful examples of how we are innovating to extend our Healthy Buildings leadership, providing new indoor environmental quality solutions to address our customers' most pressing challenges. Our near-term focus is on the education vertical as there is a clear and compelling need to help those customers optimize their investments. With an estimated $195 billion in government stimulus earmarked for K-12 spending, this provides a significant opportunity. Additionally, we entered into an exclusive joint development agreement and investment with Phylagen, a leading biotech company working on the identification of indoor bacteria and viruses that are all around us in buildings. Our work with Phylagen is a commitment to developing the cutting-edge capabilities to deliver and maintain healthy buildings. At our Investor Day, we shared with you our three pillars for delivering above-market growth over the next three years and beyond. One of those pillars related to gaining share through innovative product development centered around digital and sustainability. As planned, we launched over 150 new products in fiscal 2021, spanning nearly all business units, resulting in continued share gains in both Q4 and the full year. In 2022, we are well positioned to gain share with another 175 new products across four main categories: sustainability, smart buildings, digital and residential, with heat pumps central to our product development strategy. These are just a sample of what is expected to launch over the next 90 days, with a steady pipeline behind us. Turning to slide seven. Service plays a central role in everything we do. Over the last 18 months, we have strengthened our market-leading capabilities to best position ourselves for the shifting industry demographics and evolving digital technologies that are enabling outcome-based solution models. At the start of last year, we began articulating our intentions to accelerate service growth to a couple of points above market levels, part of which would be the result of increasing our attachment rate by leveraging our large installed base and the digital transformation of our business. In fiscal 2021, we saw the early benefits of our efforts shine through. We exited the year with service revenues up 8% in the fourth quarter with high single-digit growth in all three regions in nearly all business domains. For the full year, service revenue grew 4%, which is up two to three points over 2019 levels, despite a slow start to the year as we manage through lingering site access restrictions and abnormal customer budget pressures. Looking ahead, we see service accelerating through fiscal 2022, in line with our goal to outpace the market. The order strength we've seen in the second half of the year bolsters that view. Service orders were up 7% in Q4 and, importantly, up low single digits organically versus 2019 levels. Additionally, we improved our attach rate to approximately 40%. Turning to slide eight. The third pillar is our vectors of growth, which we believe, on a combined basis, represents an incremental market opportunity of $250 billion over the next decade. Our unique portfolio is a competitive advantage across all three areas. And from a financial performance perspective, we have significantly increased both revenue and orders in fiscal 2021. This positions us very well for continued strong performance as we move forward. Next, on slide nine, I wanted to highlight a key customer win related to one of our key vectors of growth. In Q4, we were awarded a Buildings as a Service project by one of our long-standing customers, the University of North Dakota. This is the second long-term Performance Infrastructure contract we have been awarded with this university in the last two years. It leverages not only our expertise in Performance Contracting, but also the OpenBlue Enterprise Manager software. The total contract value was nearly $220 million over the life of the project, with a smaller portion of that booked during the quarter. Before I turn things over to Olivier, let me conclude with a few thoughts. I remain extremely encouraged by the demand patterns we are seeing across most of our end markets and the ability of our teams to capitalize on more than our fair share of that demand. We see this decade as being one of the most exciting for the smart building industry, which Johnson Controls is positioned to lead. Underlying momentum in our short-cycle businesses continues to improve despite pressure from ongoing supply chain and component availability constraints. Our longer-cycle install business, driven by the new buildings market, also continues to recover, although extended lead times and inflation are delaying some investment decisions, particularly on larger projects. Retrofit activity remains an important driver of our business, and we see plenty of opportunity to capitalize on this activity going forward. All of that said, we are very mindful of the macro backdrop and our outlook does not assume any significant near-term improvement in supply chain conditions or inflation over the next couple of quarters. On price/cost, given the progressive rise in inflation for almost all input costs throughout the year, we took decisive steps on pricing and cost to stay ahead of the curve. And I am confident we will continue to manage through these challenges. Looking ahead to fiscal 2022, our focus turns to accelerating and demonstrating our growth capabilities. Our proven product technology leadership, combined now with OpenBlue, truly differentiates the solutions we can bring to our customers. In fact, we believe we are best positioned to lead the revolution of smart buildings, and we are fully committed to creating healthier, safer and more sustainable buildings. Let me start with a brief financial summary on slide 10. Sales in the quarter were up 5% organically, led by Global Products, which is truly a reflection of the team's strong execution. Underlying momentum in this business continue to improve, as evidenced by mid-single digits growth on a two year stack basis. Our longer-cycle field business continue to recover, led by strong growth in services, up 8% in the quarter. Segment EBITA increased 10% versus the prior year, margin expanding 30 basis points to 15.9%. Better leverage on higher volumes, favorable mix and the incremental benefit of our SG&A actions more than offset the headwind from the reversal of temporary cost reductions and price/cost, including significant supply chain disruptions. EPS of $0.88 was at the high end of our guidance range and increased 16% year-over-year, benefiting from higher profitability as well as lower share count. Free cash flow in the quarter was approximately $300 million, reflecting the reversal of timing benefits experienced in the first three quarters of the year, as expected. On a full year basis, we achieved 105% free cash flow conversion. Orders for our field businesses increased 9%, led by low double-digit growth in install on strong double-digit growth in retrofit activity. We are also seeing continued strength in our service business, with orders up 7%, driven by strong growth in North America and EMEALA. Backlog grew 10% to more than $10 billion, with service backlog up 5% and install backlog up 11%. The sequential improvement was led by strong retrofit activity as new construction continues to recover from depressed level in fiscal '20, particularly in North America. Turning to our earnings per share bridge on slide 12. Let me touch on a few key items. Overall, operations contributed $0.09 versus the prior year, including a $0.04 benefit from our SG&A productivity program, achieving our targeted savings in fiscal '21. We are well on track to achieve our SG&A and COGS savings in fiscal '22 and beyond. Similar to last quarter, excluding the headwind from the prior year temporary actions, underlying incrementals in Q4 were approximately 30%. Corporate was a $0.03 headwind year-over-year and other items netted to a $0.06 tailwind, primarily related to lower share count, lower net financing charges and FX. Let's discuss our segment results in more details on slide 13. My commentary will also refer to the segment end-market performance included on slide 14. North America revenue grew 4% organically, led by strength in services, which was higher in all domain. Install revenue was up low single digits, primarily due to strong demand from shorter-cycle retrofit and upgrade projects, and positive growth in new construction. Both our internal and customer supply chain restrictions negatively impacted our North America install business. By domain, Commercial Applied HVAC revenue grew mid-single digits, while Fire & Security increased low single digits in the quarter. We had another strong quarter in Performance Infrastructure, which grew revenue low double digits, the fifth consecutive quarter of double-digit growth, a good reflection on our customers' demand for decarbonization solution. Segment margin decreased 20 basis points year-over-year to 15.2%, primarily due to the reversal of temporary cost from the mitigation actions in the prior year. Orders in North America were up 11% versus the prior year, with high single-digit growth in both Commercial HVAC and Fire & Security. Performance Infrastructure orders were up nearly 40%. Applied HVAC orders increased 10% overall, driven by strong retrofit activity, with another strong quarter of equipment orders up over 20% in Q4. Backlog of $6.5 billion increased 10% year-over-year. Revenue in EMEALA increased 3% organically, led by continued strength in our service business, particularly in our Applied HVAC and Industrial Refrigeration businesses. Fire & Security, which account for nearly 60% of segment revenues, grew at mid-single digits rate in Q4, with strength across our enterprise accounts and residential security businesses, including a rebound in our retail platform. Industrial Refrigeration also grew mid-single digits, while Commercial HVAC & Controls declined low single digits. By geography, revenue growth was broad-based, with strength in Europe and Latin America, partially offset by low double-digit decline in the Middle East. Segment EBITA margins declined 30 basis points, driven by a prior year gain on sales. Underlying margin performance improved as favorable mix, positive price/cost and the benefit of SG&A savings this year more than offset the temporary mitigation actions taken in the prior year. Order in EMEALA continued to accelerate, increasing 7% in the quarter, with strong mid-teens growth in Commercial HVAC and high single-digit growth in Fire & Security. APAC revenue increased 7% organically, led by low double digits growth in Commercial HVAC & Controls. EBITA margins expanded 80 basis points year-over-year to 15.5%, driven by a favorable reserve adjustment. APAC underlying margin declined year-over-year as volume leverage and net productivity was offset by unfavorable mix and negative price/cost. APAC orders grew 4%, driven by continued strength in Commercial HVAC. Global Products revenue grew 7% on an organic basis in the quarter, with broad-based strength across the portfolio. Our Global Residential HVAC business was up 5% in the quarter. North America Resi HVAC grew 4% in the quarter, benefiting from both higher volume and pricing. Outside of North America, our Residential HVAC business grew mid-single digits, led by strong double-digit growth in Europe and driven in part by the launch of our new Hitachi air-to-water residential heat pump, which was well received by the market. In APAC, Residential HVAC declined low single digits as a result of softer industry demand in Japan, given the COVID-related state of emergency in place for much of the quarter. We continue to gain shares in Japan, up more than 100 basis points in the quarter, as we continue to launch new premium products with indoor air quality technologies. Although not reflected in our revenue growth, our Hisense JV revenue grew over 40% year-over-year in Q4, expanding our leading position in China. Commercial HVAC product sales were up low double digits overall, led by mid-teens growth in our indirect Applied business, including strong chiller demand within the data center end market. Light Commercial grew high single digits overall, with North America unitary equipment down 2% and VRF up high single digits. Our Light Commercial business in Asia was up low double digits, including a significant win in Taiwan to supply high-efficiency ductless unit with indoor air quality technology to all schools across the country. Fire & Security products grew high single digits in aggregate, led by our access and control and video solutions business and return to pre-pandemic levels for parts of our fire suppression business. EBITA margin expanded 90 basis points year-over-year to 18.7% as volume leverage, higher equity income and the benefit of SG&A actions more than offset the temporary cost action in the prior year and price/cost, including the significant supply chain disruptions. Turning to slide 15. Corporate expense increased significantly year-over-year off an abnormal low level to $83 million. For modeling purposes, we have included an outlook for some of our below-the-line items in financial year '22. I will point out that amortization expense reflects the full year run rate impact of Silent-Aire as well as additional software R&D. Net financing charges returned to a more normal level as fiscal '21 benefited from significant FX gain. Noncontrolling interest reflects continued growth in our Hitachi JV. Turning to our balance sheet and cash flow on slide 16. Our balance sheet remains in great shape. We ended the year with $1.3 billion in available cash and net debt at 1.8 times, still below our targeted range of two to 2.5 times. On cash, we generated a little over $300 million in free cash flow in the quarter, bringing us to nearly $2 billion year-to-date and achieving our target of 105% conversion for the year. As you will recall from our guidance last quarter, we expected a reversal in some of the timing benefits we experienced earlier in the year. I am extremely pleased with our cash performance and remain confident that we will sustain 100% conversion over the next several years. During the fourth quarter, we repurchased a little over four million shares for approximately $300 million, which for the full year, brings us to around 23 million shares or $1.3 billion. As you can see, Q1 typically represents less than 15% of our full year earnings per share given our normal seasonality. For Q1 of fiscal '22, we expect to be above that level, with Q1 guidance representing about 16% of our full year at the midpoint. Additionally, we expect an improving first half, second half versus historical seasonality. As we look at fiscal '22 overall, on slide 18, we are entering the year with record backlog, and underlying markets are continuing to improve. With that said, we do expect supply chain constraints and the inflationary environment to continue, at least over the next couple of quarters. On a full year basis, we expect high single-digit organic revenue growth, with 70 to 80 basis points of segment EBITA margin expansion. Although we expect to remain price/cost positive on an earnings per share basis, the inflated level of pricing will result in margin headwinds of approximately 40 basis points for the year. Underlying margins are expanding to 110 to 120 basis points. Additionally, we expect another year of strong earnings growth, with adjusted earnings per share in the range of $3.22 to $3.32, which represents year-over-year growth of 22% to 25%. Turning to slide 19. We can see that our expectations for fiscal '22 are very much in line with the growth expectations we provided at our recent Investor Day, and we are accelerating growth in each area. Last, on slide 20, I want to reiterate that we are well on our way to our '24 targets. ","q4 adjusted earnings per share $0.88 from continuing operations excluding items. sees fy adjusted earnings per share $3.22 to $3.32 excluding items. initiates fiscal 2022 adjusted earnings per share guidance of $3.22 to $3.32. qtrly sales of $6.4 billion increased 7% compared to prior year on an as reported basis. sees 2022 organic revenue growth of mid-to-high single digits year-over-year. supply chain disruptions and inflation headwinds are expected to continue near term. johnson controls - sees q1 organic revenue up mid-single digits year-over-year. " "During the call, we will reference certain non-GAAP financial measures, which we believe provide useful information for investors. A transcript of this conference call will also be posted on our website. The recovery we have seen over the past year continues to accelerate, led by strength in our leasing and capital markets businesses. Our closely integrated One JLL philosophy and market-leading products and services are resonating with clients. I would like to express my gratitude to all JLL employees for the outstanding service they provided to our clients in 2021. This dedication to serve our clients has led us to transform JLL into a more efficient global enterprise. Three years ago, we embarked upon an ambitious multiyear transformation to enhance the seamless global integration of our services and expertise. During this time, we made several organizational design changes, orientating around business lines in set of geographies. These realignments will enable JLL to reduce structural complexities and leverage best practices while accelerating growth. Today, we are announcing the final phase of this transformation process, which will align our external reporting with how we internally manage our business. This new reporting structure will make JLL easier for investors to understand and will provide enhanced transparency of our business line. Karen will discuss the reporting change in more detail shortly. Turning to the current market environment. Conditions continue to improve, but still significantly vary by geography. And the global office leasing market, the emergence and rapid spread of the Omicron variant has brought additional uncertainty to the return to office time line. Despite this uncertainty, we have not noticed a discernible impact in our leasing numbers as companies continue to take a longer-term view of the future office needs. Channels research indicates that in the fourth quarter, all three global regions registered positive net absorption in the office market for the first time since the onset of the pandemic, creating a solid foundation for the ongoing recovery. remained slightly below 2019 levels, but continued to show improvement. In the U.S. specifically, fourth quarter office leasing volumes were down 23% compared to pre-pandemic levels. office leasing volumes were down 44% just two quarters ago. Overall, we continue to believe office demand will recover to pre-pandemic levels and that the office will remain the center of the word ecosystem. Shifting to other sectors. Activity in the industrial and multifamily markets remain robust in the fourth quarter. High demand and tight supply continued to define the industrial space, leading to rent increases and record low vacancy rates. The scarcity of land near ports and other key logistical areas is driving a supply demand imbalance and additional supply will be needed to meet growing demand in these industrial markets. Global capital markets transactions volumes reached an all-time high in 2021. Investment activities served 54% to $1.3 trillion, supported by an improving global economy and high levels of liquidity. Cross-border capital flows, which were at a depressed level in 2020 accelerated throughout 2021 and closed the year at record high levels. The combination of accelerating cross-border capital flows and significant levels of dry powder bode well for sustaining recent growth rates within capital markets. Similar to the trends in leasing, strong performance in the industrial logistics and multifamily sectors benefited capital markets volume in 2021. The office and retail sectors improved as the year went on, although their share of transaction volume remains below pre-pandemic levels. Fundamentals in the multifamily market remained strong and show no signs of cooling off. Urban markets are recovering while rent increases in suburban markets persist. Global investor interest in multifamily assets remained high in the fourth quarter. This is evidenced by two of the sector's largest ever deals being completed in Germany during the quarter. Institutional investors remain active in Asia Pacific, particularly in Japan and Australia. Let's now shift our attention to JLL's performance. As I mentioned at the beginning, fourth quarter and full year financial results were very strong and broad-based. Fourth quarter consolidated revenue rose 23% to $5.9 billion, and fee revenue increased 42% to $2.8 billion in local currency. Fee revenue benefited from strong performance in our leasing and capital markets businesses, which recorded growth of 68% and 62%, respectively. Adjusted EBITDA of $622 million represented an increase of 50% from the prior year, with adjusted EBITDA margin expanding from 21.3% to 22.4% in local currency. Adjusted net income totaled $447 million for the quarter, and adjusted diluted earnings per share was $8.66. Our adjusted EBITDA results in the fourth quarter benefited from $103 million of equity earnings, primarily a result of an increase in the market value of our strategic technology investments. Technology is a key differentiator for JLL, and our focus continues to be to bring the best technology to our clients and raise the productivity of our brokers and account managers. For the full year, consolidated revenue rose 15% to $19.4 billion, and fee revenue increased 31% to $8.1 billion in local currency. Adjusted EBITDA for the year rose 73% to $1.5 billion, reflecting a margin of 18.6%. Our full-year adjusted EBITDA margin was toward the upper end of our 16% to 19% target range, driven by the strong gains in our higher-margin transactional businesses investment gains in JLLT and LaSalle and disciplined cost management. We continue to repurchase shares in the fourth quarter, returning over $150 million to shareholders. This brings our full year return of capital to over $340 million, up significantly from $100 million in 2020 and $43 million in 2019. In addition, I am pleased to announce that the Board has authorized a new $1.5 billion share repurchase program. We remain committed to investing in the business to drive future growth while also returning capital to shareholders. Fourth-quarter results reflect a strong finish to a year that began with considerable uncertainty. Our investments in our people and global platform over the last several years allowed us to enhance our competitive position, capitalize on accelerating business momentum and deliver full-year results that were well ahead of both our initial expectations and 2019 levels. Over the course of 2021, we made significant progress on our strategic priorities, investing to meet the evolving needs of our clients while also accelerating our return of capital to shareholders. The robust business fundamentals, along with our continued efforts to improve our operating and capital efficiency resulted in nearly $800 million of free cash flow in 2021, reflecting a cash conversion ratio of approximately 80%. Moving to a detailed review of operating performance. Our fourth-quarter consolidated real estate services fee revenue increased 42%, driven by strength in the Americas and transaction-based revenues globally. Compared to a strong fourth quarter 2019, real estate services fee revenue grew by 19%. The real estate services adjusted EBITDA margin of 21.8% compared with 21% a year earlier and 20.1% in the fourth quarter of 2019. The growth of our transaction-based revenues and $83 million of equity earnings from JLL Technologies more than offset higher commissions and incentive compensation related to differences in business mix, the impact of COVID-related discrete items, the expected reduction of certain 2020 nonpermanent savings, and incremental investments in our people and technology. Turning to the Americas. Capital Markets and Leasing led broad-based fee revenue growth. Fee revenue increased by 56% compared to the fourth quarter of 2020 and with growth across most service lines. Compared to the fourth quarter of 2019, fee revenue increased by approximately 31%, which is an acceleration from the third quarter increase of 25% relative to 2019. Within Americas capital markets, unprecedented strength in industrial, multifamily and alternative along with improving activity in the retail, office and hotel sectors and the surge in cross-border capital flows led to record transaction activity that drove 75% growth in fee revenue over the prior year quarter, and a 62% increase compared with fourth quarter 2019. Fee revenue from U.S. investment advisory sales more than doubled and U.S. debt and equity advisory increased approximately 60% from the prior year quarter. Our multifamily debt origination and loan servicing businesses maintained strong momentum, highlighted by loan servicing fee revenue growth of approximately 34%. Our full year 2022 U.S. capital markets pipeline is up 47% compared with this time last year, supporting our optimism for healthy growth opportunity in the year ahead. Americas leasing fee revenue growth of 74% over the prior year quarter was led by a rebound in the office sector and continued strength in industrial. Compared with fourth quarter 2019, Americas leasing fee revenue increased 22%, with strong industrial sector growth more than offsetting a not fully recovered office sector. We saw a significant increase in transaction size versus both a year ago and the comparative 2019 quarter with average deal size up 33% and 25%, respectively. Deal volume, as measured by the number of transactions has also increased meaningfully versus last year, up 35%, and return to the 2019 level. From a profitability standpoint, the Americas adjusted EBITDA margin increased to 27.5% from 25% in 2020 and 22.5% in 2019. Strong growth in transactional revenues and JLLT equity earnings more than offset the expense pressures impacting the consolidated real estate services margin. Anemia, fee revenue grew 24% over fourth quarter 2020 and 1% versus the comparative 2019 quarter, driven primarily by higher leasing and capital markets volumes as economic activity and investor sentiment improved. Leasing fee revenue increased 55% versus fourth quarter 2020 and 22% over fourth quarter 2019 with growth across all asset classes, most notably the office and industrial sectors. For the quarter, EMEA Capital Markets grew 45% versus 2020 and 14% compared with 2019, driven by accelerated recovery in our key markets and a significant increase in the number of large deals. EMEA's fourth quarter profitability declined versus the prior year due to several factors, including the expected reduction of certain 2020 nonpermanent savings and discrete items, higher incentive compensation due to differences in business mix, and incremental investments in our people and technology platform. We are encouraged by the growth within EMEA and remain focused on improving the margin profile for the region. Within Asia Pacific, quarterly fee revenue grew across all service lines, except property and facility management, which was flat compared to the prior year. Led by the office sector, Asia-Pacific leasing fee revenue was particularly strong as growth accelerated to 49% from 33% in the third quarter and was up 20% versus fourth quarter 2019. Higher commissions due to differences in business mix, the expected reduction of certain 2020 nonpermanent cost savings and incremental investments in our people and technology platform drove a decline in Asia Pacific's profitability, partially offset by the growth in our higher-margin transaction-based revenue. Built primarily by new client wins and contract extensions in the Americas and EMEA, our global work dynamics fee revenue grew 7% versus the prior year, with growth of its annuity-like business more than offsetting the absence of COVID-related project work in 2020. Work Dynamics fee revenue was up 3% compared with 2019. The global real estate services outsourcing market opportunity remains compelling, and we believe JLL is well-positioned for continued growth. Valuation increases and continued robust capital raising drove an 11% increase in assets under management and translated to advisory fee revenue growth. In addition, strong investment performance across the platform, led to $56 million of incentive fees in the quarter. Considering LaSalle's approximate $12 billion of dry powder at year-end, and $8.2 billion of capital raised over the past year, including $1.8 billion in the fourth quarter, we expect a continuation of the recent LaSalle advisory fee growth trends in 2022. Equity earnings on LaSalle's approximate $350 million co-investment portfolio totaled $18 million in the quarter, about half of which was cash. I'll expand briefly on our JLL Technologies investment as I discuss the strategic rationale of our early stage PropTech investment on prior earnings calls. At year-end, the fair value of our JLLT investment totaled approximately $350 million, up from nearly $100 million a year earlier, driven in part by approximately $140 million of valuation increases. Beyond the investment returns, which were substantially a function of subsequent financing rounds at higher valuation, the investments in former strategic direction allow us to evaluate and test technology solutions for our clients. and generate incremental revenue. Shifting now to an update on our balance sheet and capital allocation. Along with the growth in our business and resiliency of our cash flow, our balance sheet remains solid, as indicated by our net leverage at 0.2 times and liquidity of $3.2 billion at year-end. This provides a strong foundation to execute on our strategic priorities, which are: first, to invest in our business and capabilities to better serve our clients and drive long-term profitable growth; and second, to return capital to shareholders. As Christian mentioned, we did both in 2021. We invested in our people and global platform, completed acquisitions totaling approximately $450 million and made strategic investments of over $100 million, net of distributions and our JLLT initiative and LaSalle co-investments. In addition, we repurchased $343 million of shares representing about 43% of free cash flow generated in 2021. Investment opportunities remain dynamic and we intend to maintain flexibility to capitalize on organic investments and select M&A opportunities alongside continued share repurchases to drive long-term shareholder value. Looking ahead, our underlying business fundamentals and investments in growth initiatives, along with positive industry trends and the global economic outlook, provide an attractive backdrop for continued business momentum and fee revenue growth in 2022. We continue to expect to operate within our 16% to 19% adjusted EBITDA margin target for the full year 2022, effectively managing a return of certain expenses and inflation while also investing in growth initiatives. Like 2021, business mix, the pace of economic growth and evolution of the pandemic and the amount of equity earnings, among other factors, will influence where we will land within our target margin range. We expect our 2022 full-year effective tax rate to be similar to 2021 at approximately 22%, based on our assumptions that meaningful changes to tax code will not be implemented until later this year. I also note that we are closely monitoring the escalation and geopolitical events in Ukraine, but it is too early to comment on a potential business implications. Our focus is the safety and well-being of our people, clients and suppliers. Before closing, I'll briefly elaborate on the segment recording change Christian announced in his remarks. Beginning with the first quarter 2022, we will transition our reporting to five business line segments, comprising markets advisory, capital markets, work dynamics, JLL Technologies and LaSalle. Additional service line revenue detail will be provided within each segment. Profitability will continue to be reported at the segment level. The new financial reporting structure better aligns with how we've evolved our management structure over the past several years and improved transparency, making it easier for investors to understand our performance and our key drivers. In closing, I'd like to express deep gratitude to my JLL colleagues for their astounding collective efforts in 2021, embracing our One JLL philosophy to deliver exceptional service to our clients and generating a substantial long-term value for all stakeholders. Christian, back to you. Improving global economic trends, increasing allocations of capital to the CRE industry and positive investor sentiment provide a favorable market backdrop as we enter 2022. Geopolitical turbulences continue to be the main limiting factor to an ongoing growth of our target markets. The outlook for 2022 is less tied to the pandemic than the past two years. Labor markets are tight and attracting and retaining top talent will be a key focus point for organizations in the coming years. Inflation is likely to remain high in 2022. Real interest rates will stay deeply negative despite all the expected rises of interest rates by relevant central banks. And that environment, real estate continues to be a standout asset class. The tight labor markets, combined with the significant inflation have resulted in rising compensation costs. We take every effort to make use of our global platform and our superior tech infrastructure to hire the talent wherever we can find it streamline our processes and support the productivity of our producers to continue to raise the revenue per head. In closing, our fully integrated suite of services and industry-leading technology platform makes JLL a preferred partner for clients around the globe. We remain well-situated to capitalize on the continued macroeconomic recovery and favorable underlying trends altering the commercial real estate industry. I continue to be very optimistic in JLL's ability to achieve sustained growth and create meaningful shareholder value not only in 2022, but also for the years to come. Operator, please explain the Q & A process. ","q4 adjusted earnings per share $8.66. consolidated fourth-quarter revenue and fee revenue increased 23% and 42%, respectively. qtrly revenue $5,945.7 million versus $ 4,845.4 million. qtrly fee revenue $2,772.3 million versus $1,962.6 million. " "With me on the call today is Jeff Powell, our President and Chief Executive Officer. Before we begin, let me read our safe harbor statement. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. Following the remarks, I will give an overview of our financial results for the quarter and the year, and we will then have a Q&A session. I'll begin by discussing our operational highlights and our fourth quarter financial results. The fourth quarter was a solid finish to a challenging year. Despite the uncertainties brought about by the pandemic, we had a solid execution during the quarter and generated strong cash flow while safeguarding our employees. Strong capital project activity across all our operating segments and robust demand for our Parts & Consumables led to record bookings and cash flow in the fourth quarter. I'll provide more details about this activity when I discuss the results of our operating segments. Our balance sheet remains healthy and our liquidity position has strengthened throughout the year. Robust cash flows have always been a strength of Kadant, and we expect this will continue as economies recover from the effects of the pandemic. Turning now to our Q4 performance. We achieved a notable turnaround from the prior quarter's weak business levels. Our Q4 bookings were a record $197 million, up 23% compared to the prior year, with our Industrial Processing segment driving this growth. Strong demand led to a 9% sequential increase in Parts & Consumables revenue, which made up 67% of total Q4 revenue. Total revenue was down 8% compared to the fourth quarter of 2019. We were particularly pleased that our adjusted EBITDA margin increased to 19.1%, and our free cash flow was up 7% to a record $38 million in the fourth quarter. Overall, the quarter was better-than-expected and I'm pleased with how our employees delivered these solid operating results. While 2019 was a record year on many fronts, and we began 2020 with positive momentum, no one could have anticipated the full impact that the pandemic would have on the world and the global economies. Full year revenue declined 10% to $635 million, while our bottom line performance benefited from a favorable product mix along with cost containment measures and government systems programs. Cash flow from operations strengthened throughout the year, and free cash flow was near a record $85 million for the full year 2020. Our diluted earnings per share was $4.77 and on an adjusted basis, declined 7% to $5 compared to our record of $5.36 per share in 2019. Our workforce around the globe deserves a tremendous amount of credit for these results as they adapted to a new way of work and performed exceptionally well under very challenging circumstances. I'm extremely proud of our talent and dedicated employees for the work they've done and continue to do to serve our customers. Next, I'd like to review the performance of our three operating segments. Our Flow Control segment benefited from a rebound in capital project activity in the fourth quarter, which led to bookings increasing nearly 9% compared to the prior year period. Our quarterly bookings performance moved in the right direction as the year progressed and positions us well for a solid start to 2021. Our Parts & Consumables revenue was up 5% sequentially and made up 68% of total Q4 revenue. As many of you know, our aftermarket parts business has a more favorable margin profile compared to capital business, and the product mix combined with improved operating leverage led to a 13% increase in adjusted EBITDA compared to Q4 of 2019 and represented 26% of revenue. Looking ahead, we expect the first quarter of 2021 to show stability in terms of both capital project bookings and demand for Parts & Consumables. We believe market conditions are improving and will continue to strengthen as the COVID-19 vaccine becomes more widely available and businesses are permitted to fully reopen. Turning now to our Industrial Processing segment. We continue to experience strong demand for our wood processing equipment and also for our stock prep equipment, with capital bookings in this segment more than doubling compared to the prior year. This demand was largely driven by two factors. One was a robust U.S. housing market, which saw single-family homebuilding, the largest share of the housing market, increased 12% in December. The other was a significant increase in our stock prep capital project activity in China and North America, which more than doubled compared to the prior year. Revenue in this segment declined 13% to $69 million year-over-year, but increased 11% sequentially. Parts & Consumables revenue was up 12% compared to the same period last year, and made up 70% of total revenue in the fourth quarter. A favorable product mix and good execution led to a 250-basis point improvement in our adjusted EBITDA margin. While government systems programs were significantly reduced in the fourth quarter, we did have some remaining benefit that helped allow us to retain our talented workforce. In our Material Handling segment, we continue to see relatively stable yet moderate order activity. Revenue was down 7% to $39 million, and Parts & Consumables revenue in the fourth quarter made up 58% of total revenue. Capital bookings in our Material Handling segment increased 23% compared to the same period last year and were up 18% sequentially. We are encouraged to see our customers showing increased confidence in the economic outlook by awarding us these larger capital orders. As in all other segments, we are seeing increasing market activity. Looking ahead to 2021, we believe this segment will continue to strengthen throughout the year. As we look ahead to the first quarter of 2021 and the full year, we are seeing signs of increased project activity and expect industrial production to continue its modest rebound. Our strong cash flows combined with a strengthening balance sheet have us well positioned to capitalize on opportunities that may emerge with the improving global economy. While we are hopeful the worst of the pandemic is behind us, there is still a great amount of uncertainty, particularly in Europe, regarding how economies will respond to pandemic given the unevenness in the vaccine distribution. This uncertainty limits our ability to forecast the timing of orders and as a result, we will not be providing guidance at this time. I would like to pass the call over to Mike for a review of our Q4 performance. I'll start with some key financial metrics from our fourth quarter. Consolidated gross margins were 44.1% in the fourth quarter of 2020 compared to 40.9% in the fourth quarter of 2019, up 320 basis points. The increase was primarily due to higher gross margins on Parts & Consumables in the quarter and a higher percentage of Parts & Consumables. Our overall percentage of Parts & Consumables revenue increased to 67% of total revenue in the fourth quarter of 2020 compared to 60% in the fourth quarter of 2019. Also contributing to the increase in gross margins was approximately 50 basis points due to the receipt of government assistance benefits related to the pandemic. SG&A expenses were $47.4 million in the fourth quarter of 2020, down $0.2 million from the fourth quarter of 2019. SG&A expense as a percentage of revenue was 28.1% in the fourth quarter of 2020 compared to 26.1% in the fourth quarter of 2019. There was an unfavorable foreign currency translation effect, which increased SG&A expenses by $1.1 million, and we received government assistance benefits of $0.4 million in the fourth quarter of 2020. Excluding these items, along with backlog amortization and the SG&A from our acquisition, SG&A expenses for the fourth quarter of 2020 were down $1.3 million or 3% compared to the fourth quarter of 2019, primarily due to reduced travel-related expenses. Our GAAP diluted earnings per share was $1.40 in the fourth quarter compared to $0.76 in the fourth quarter of 2019. Our GAAP diluted earnings per share in the fourth quarter includes $0.12 from an intangible asset impairment charge, $0.01 of restructuring costs and $0.01 of acquired backlog amortization. In addition, our fourth quarter results included pre-tax income of $1.2 million or $0.07 net of tax attributable to government employee retention assistance programs. Our tax rate in the fourth quarter was 20.4% and included approximately $0.12 of tax benefits related to the following items. A reversal of tax reserves associated with uncertain tax positions, the exercise of previously awarded employee stock options and return to provision adjustments. Excluding these items, our tax rate would have been 27%. For the full year 2020, gross margins increased 200 basis points to 43.7% compared to 41.7% in 2019. Excluding the government assistance benefits, which contributed approximately 60 basis points to the 2020 gross margins and the amortization of profit and inventory in 2019, gross margins were up 90 basis points, primarily due to higher gross profit margins on Parts & Consumables and a higher overall percentage of Parts & Consumables. Our percentage of Parts & Consumables revenue increased to 66% in 2020 compared to 63% in 2019. SG&A expenses decreased $10.6 million or 6% to $181.9 million in 2020 compared to $192.5 million in 2019. As a percentage of revenue, SG&A expenses were 28.6% in 2020 compared to 27.3% in 2019. We had $0.6 million of SG&A from our acquisitions in 2020 and incurred acquisition-related costs of $1 million and $2.2 million in 2020 and 2019, respectively. In addition, there was a favorable foreign currency translation effect of $0.4 million and we received government assistance benefits of $2.2 million in 2020. Excluding SG&A from our acquisition, acquisition-related costs, the impact of foreign currency translation and government assistance benefits, SG&A expenses were down $7.4 million or 4% compared to 2019, primarily due to a decrease in travel-related costs. Our GAAP diluted earnings per share in 2020 was $4.77, up 5% compared to $4.54 in 2019. Our GAAP diluted earnings per share in 2020 includes $0.12 from an intangible asset impairment charge, $0.07 of restructuring costs, $0.04 of acquired backlog amortization, $0.03 of acquisition costs and $0.03 from a discrete tax benefit. In addition, our 2020 results included pre-tax income of $6.1 million or $0.39 net of tax attributable to government employee retention assistance programs. In the fourth quarter of 2020, adjusted EBITDA was $32.1 million or 19.1% of revenue compared to $32.2 million or 17.6% of revenue in the fourth quarter of 2019. On a sequential basis, adjusted EBITDA increased 7% due to increased profitability in our Material Handling segment. For the full year, adjusted EBITDA was $115.9 million or 18.3% of revenue compared to the record set in 2019 of $127.1 million or 18% of revenue. In the fourth quarter of 2020, operating cash flow was a record $40.3 million and included a positive impact of $12.8 million from working capital compared to operating cash flows of $39.2 million in the fourth quarter of 2019, which included a positive impact from working capital of $17.9 million. For the full year, operating cash flow was $92.9 million, down 5% compared to the record of $97.4 million in 2019. We had several notable nonoperating uses of cash in the fourth quarter of 2020. We repaid $30.1 million of debt, paid a $2.8 million dividend on our common stock and paid $2.2 million for capital expenditures. For the full year, we repaid $72 million of our debt. Free cash flow was a record $38.1 million in the fourth quarter of 2020, increasing 69% sequentially and 7% compared to the fourth quarter of 2019. For the full year, free cash flow was $85.3 million, down $2.2 million or 2% compared to the record of $87.5 million in 2019. Let me turn to our earnings per share results for the quarter. In the fourth quarter of 2020, GAAP diluted earnings per share was $1.40 and adjusted diluted earnings per share was $1.54. The $0.14 difference relates to an intangible asset impairment charge of $0.12, restructuring costs of $0.01 and amortization of acquired backlog of $0.01. The $0.12 intangible asset impairment charge is associated with our timber harvesting product line, which is part of our Wood Processing Systems business. This is an ancillary product line that was part of our acquisition of NII FPG's Forest Products business in 2017 and represents less than 1.5% of our consolidated revenues in 2020. We experienced a decrease in demand for these products in 2019, which continued into 2020 due to several factors including a general softening in demand for equipment used in steep slope logging due to reduced availability of timber, higher stumpage fees and the resulting closure of some sawmills in Western Canada. We evaluated the recoverability of the intangible asset related to this business, which resulted in a pre-tax impairment charge of $1.9 million in the fourth quarter of 2020 and $2.3 million in the fourth quarter of 2019. After these impairment charges, the remaining intangible asset for this product line is $0.5 million. In the fourth quarter of 2019, GAAP diluted earnings per share was $0.76 and adjusted diluted earnings per share was $1.32. The $0.56 difference relates to a $0.55 charge for the settlement of a pension plan, an intangible asset impairment charge of $0.16, and restructuring costs of $0.01, which were partially offset by a $0.16 tax benefit associated with the exercise of previously awarded employee stock options. The increase of $0.22 in adjusted diluted earnings per share in the fourth quarter of 2020 compared to the fourth quarter of 2019 consists of the following: $0.21 due to higher gross margins, $0.15 from a lower recurring tax rate, $0.07 due to government assistance programs, $0.06 due to lower interest expense, $0.02 due to lower operating expenses and $0.01 from the operating results of our acquisition. These increases were partially offset by $0.29 due to lower revenue and $0.01 due to higher weighted average shares outstanding. Collectively, included in all the categories I just mentioned was a favorable foreign currency translation effect of $0.03 in the fourth quarter of 2020, compared to last year's fourth quarter due to the weakening of the U.S. dollar. Now turning to our earnings per share results for the full year on slide 17. We reported GAAP diluted earnings per share of $4.77 in 2020, and our adjusted diluted earnings per share was $5. The $0.23 difference relates to an intangible asset impairment charge of $0.12, restructuring costs of $0.07, amortization of acquired backlog of $0.04, acquisition costs of $0.03 and a discrete tax benefit of $0.03. We reported GAAP diluted earnings per share of $4.54 in 2019 and our adjusted diluted earnings per share was $5.36. The adjusted diluted earnings per share excludes $0.55 from a pension settlement charge, $0.32 for the amortization of acquired profit and inventory and backlog, an intangible asset impairment charge of $0.16, acquisition costs of $0.06, $0.01 of restructuring costs and $0.29 of tax benefits from the exercise of previously awarded employee stock options. Decrease of $0.36 in adjusted diluted earnings per share from 2019 to 2020 consists of the following: $1.87 from lower revenue and $0.05 from higher weighted average shares outstanding. These decreases were partially offset by $0.45 from lower operating expenses, $0.39 from government assistance programs, $0.35 due to lower interest expense, $0.33 from higher gross margins, $0.03 from the operating results of our acquisition and $0.01 from a lower recurring tax rate. Collectively, included in all the categories I just mentioned, was an unfavorable foreign currency translation effect of $0.04 in 2020 compared to 2019. Now let's turn to our liquidity metrics, starting on slide 18. Cash conversion days measure, calculated by taking days in receivables plus days in inventory and subtracting days in accounts payable, was 125 at the end of the fourth quarter of 2020, down from 140 at the end of the third quarter of 2020, but up from 104 days in the fourth quarter of 2019. The increase in cash conversion days from the prior year was driven by a higher number of days in inventory and lower number of days in accounts payable due to a number of factors, including delays in capital project deliveries, weakness in capital project activity and delays in maintenance spending by our customers. As I've noted on past calls this year, our subsidiaries managed their inventory supply to ensure that critical components are available for our customers as needed and the timing of these purchases has been difficult to predict in the current environment. Working capital as a percentage of revenue was 14.2% in the fourth quarter of 2020 compared to 15.6% in the third quarter of 2020 and 12.2% in the fourth quarter of 2019. Net debt, that is debt less cash, at the end of 2020 was $166.8 million compared to $232.8 million at the end of 2019. We were able to lower our net debt by $66 million due to the excellent free cash flow generated in 2020. Our interest expense decreased 42% or $5.4 million to $7.4 million in 2020 compared to $12.8 million in 2019 due to our ability to successfully leverage cash generated around the world to pay down debt and lower interest rates. Our leverage ratio calculated defined in our credit agreement was 1.61 at the end of the fourth quarter of 2020, down from 2.03 in the fourth quarter of 2019, as we continue to make excellent progress in paying down debt. Regarding guidance, our current environment continues to make forecasting difficult. Given the current uncertainty, we'll not be providing formal guidance at this time for 2021. We will reevaluate providing guidance as we progress through the year. While we are not providing guidance, I would like to provide a few directional comments on our outlook for 2020. We had a significant increase in demand for our Parts & Consumables and especially our capital products in the fourth quarter, and we anticipate an overall increase in bookings in 2021. We currently anticipate an overall increase in revenue of 9% to 12%, with stronger performance in the second half of the year. We anticipate the first quarter will be our weakest quarter and the fourth quarter will be our strongest. I would caution here that this is predicated on the COVID-19 vaccination rollout improving business conditions in the second half of 2021. We also anticipate the mix will be weighted more toward capital in 2020. Excluding the government assistance programs, our gross margins came in at 43.1% in 2020. For 2021, despite the heavier mix toward capital, we anticipate gross margins will be close to this level. As a percentage of revenue, we anticipate SG&A will be approximately 27% to 28%, while the percentage of R&D expense will be the same as 2020. Overall, we expect minimal benefit from government assistance programs in 2021 compared to the $0.39 we received in 2020. We expect our recurring tax rate will be approximately 27% to 28% in 2021. Our recurring tax rate in the first quarter of 2021 may be lower than the remaining quarters as we anticipate receiving a tax benefit from the vesting of equity awards. We anticipate capex spending in 2021 will be approximately 2% of revenue. In addition, we expect depreciation and amortization will be approximately $30 million to $31 million in 2021. We hope these directional comments will help provide insight into how we see our current business environment. ","q4 adjusted earnings per share $1.54. q4 gaap earnings per share $1.40. qtrly revenue decreased 8% to $168 million. will not be providing guidance at this time. " "Today we'll discuss the financial performance of KAR Global for the quarter ended June 30 2021. And after concluding our commentary we'll take questions from participants. Let me also mention that throughout this conference call we will be referencing both GAAP and non-GAAP financial measures. I will also go into some detailed vehicle supply dynamics in our industry and what we can expect to see over the rest of this year and into 2022. And I will also provide updates on the continued growth of our dealer-to-dealer platforms BacklotCars and TradeRev the solid performance of our finance business AFC and our continued diligence and management of a KAR's overall cost structure. So I'll start with the second quarter. I was pleased with our second quarter performance particularly given the supply headwinds in our industry. Despite operating in an environment of very constrained vehicle supply especially from commercial sellers we achieved the following results. For KAR overall we generated $585 million in revenue an increase of 40% from Q2 of last year. We generated total gross profit of $252 million which represents 51.7% of revenue excluding purchased vehicles. We generated $116.5 million of adjusted EBITDA which was a 46% increase compared to Q2 of last year. We had another strong quarter of cash generation. Cash flow from operations for the quarter was $131 million. Within the ADESA segment we facilitated the sale of 711000 vehicles representing for $11 billion in gross auction proceeds. 53% of our Q2 sales were from off-premise locations. That was similar to our experience during Q1. We sold 119000 vehicles on the TradeRev and BacklotCars platforms on a combined basis. This represents our strongest performance to date in our digital dealer-to-dealer marketplace. It represents a growth of 65% compared to Q2 of last year and sequential growth of 19% versus Q1. I continue to be encouraged by our performance as part of the business. We generated $277 in gross profit per vehicle sold in the ADESA segment. That represented an increase from the $264 in Q1. SG&A for KAR overall was $140 million for the quarter. SG&A for the ADESA segment was $131 million which was down $9 million from Q1 resulting in SG&A of $185 per vehicle sold. So I'd now like to speak about the supply dynamics of used vehicles within our marketplaces the headwinds that we faced in Q2 and why I believe the medium and longer-term outlook is much more encouraging. In our last earnings call I mentioned that KAR was operating in an environment of constrained vehicle supply across the wholesale used vehicle market particularly in regard to volumes being offered by commercial sellers. I said that the root causes varied but they all originated with the COVID pandemic. Those supply constraints worsened during Q2 and they represented a significant headwind to our performance during the quarter. That's why I'm encouraged by our performance in spite of those headwinds. I also believe there's increasing evidence that we're now at the bottom of the cycle and that we should expect to see some recovery in those commercial volumes. And when that happens it should be a very positive thing for KAR. To help explain all of this I'd like to look back to Q2 of 2019 and to what a more normal supply dynamic looks like for our company and our industry pre-COVID. So in Q2 of 2019 KAR facilitated a sale of 994000 vehicles. Over 70% of those approximately 700000 vehicles were sold by commercial sellers. The remainder which was approximately 275000 vehicles were sold by dealer sellers. So from that statistic alone we can see that historically commercial sellers have represented the majority of KAR's used vehicle supply over 70%. This is more so than our industry overall which is more like 50-50. One challenge that KAR has faced over the past few quarters is that those commercial seller volumes have been under much greater pressure than the dealer volumes for reasons I will discuss here in a moment. I believe that pressure is cyclical in nature and I believe that we are now at the bottom of that cycle. During Q2 of this year the volume sold on behalf of commercial sellers was approximately 420000 vehicles a decline of over 40% versus Q2 of 2019. So that's a significant and painful decline. However a key question is how does that compare to the market overall? A good basis for comparison is to look at the total volume of vehicles sold by commercial sellers at all U.S. auctions that is at ADESA and its competitors. This data is published by Auctionet. In Q2 of 2021 the volume of vehicles sold by commercial sellers at all U.S. auctions was down by 48% versus Q2 of 2019 in our industry according to Auctionet. Based on that statistic KAR's decline in total commercial volume across all channels was less than the industrywide decline in commercial vehicles at U.S. auctions. So that tells me that we did not lose share with these commercial sellers. Our performance in Q2 should be judged against what I would consider to be historically low industry volumes of vehicle supply from commercial sellers. And viewed through that lens I am pleased with the performance. I also mentioned that there is evidence that we're currently at the bottom of the cycle. The dynamics relating to off-lease vehicles repossessed vehicles and rental vehicles all point to an improving commercial supply picture over time. I believe that when this happens it will be very positive for KAR given our digital shift our streamlined operations and our resulting lower cost structure. And I'd like to go through that in a little bit more detail. I'm going to start with off-lease vehicles. KAR sells significant volumes of off-lease vehicles through OPENLANE and also at ADESA. The volume of off-lease vehicles flowing through both of these marketplaces has been severely impacted by the disruption to new car production brought on by the shortage in semiconductors. In the face of this supply shortage of new vehicles market values for used off-lease vehicles have increased by as much as 40% versus one year ago. This means that consumers now have considerably more equity in their off-lease vehicles than at any point in history. Based on our internal analysis the average equity in an off-lease vehicle increased to an all-time high of close to $8000 per vehicle in Q2 and that was up from an average of less than zero two years ago. This makes lessees much less likely to return the vehicle from the lease sense. And if the lessee does return the vehicle it makes it much more likely that the grounding dealer will purchase the vehicle since many grounding dealers have a contractual option to purchase the vehicle at residual value. We saw both of these trends in Q2. The positive equity situation for lessees resulted in a reduction of over 50% in off-lease vehicles being returned versus what we would normally expect. For those vehicles that were returned we saw upstream conversion reach an all-time high of approximately 80% in Q2. So while we enjoy nearly 80% market share in the upstream off-lease segment in North America a record number of vehicles were kept up by consumers where we received no fees or by the grounding dealers where we generate lower revenue. The results of both of these changes was that considerably fewer vehicles flow deeper into the marketing process where they would have generated stronger economics. So as we look ahead we believe that the semiconductor production issues are now being addressed and we expect production of new vehicles to start to improve starting in the second half of this year. While we believe it will take time ultimately this increased production will drive a normalization in supply and demand and a moderation in used vehicle values. This should in turn result in increased volumes of off-lease vehicles being returned and processed through our private label platforms and flowing into our higher-margin channels like adesa.com and our on-premise sales. But clearly this will take time. In the meantime we also know that lease originations continue to be strong meaning that off-lease vehicles will continue to be a strong source of supply for our industry well into the future. The second category of vehicles is repossessed vehicles. We sell a significant of repossessed vehicles at ADESA given the large number of banks and lenders in our commercial seller portfolio. In just about every prior economic dislocation event our industry has experienced an increase in repossession volume. However this did not happen during the COVID pandemic and I believe that the unprecedented level of government stimulus served to avert it. Government stimulus coupled with other consumer protections has meant that consumers could continue to make their monthly payments and avoid repossession. In Q2 based on our data repossession volume across our industry continued to be about 35% below what we would consider to be normal levels. Looking ahead after the current wave of government stimulus ends I think it's reasonable to expect that repossession volumes will trend back toward normal levels over time and that our volumes in that segment should correspondingly improve. And finally there are rental vehicles. We have less exposure to this category but we still have a meaningful customer base in the segment and this segment offers us an opportunity for volume and profit when the rental market strengthens. Rental supply within our wholesale marketplaces was very close to zero during Q2. In fact a number of rental companies were actively buying used vehicles within our marketplaces because they were unable to source new vehicles from motor manufacturers owing to the semiconductor shortage. The post-COVID increase in travel has caused rental car companies to start rebuilding their fleets. I take this as a positive signal for our industry and our company. since it points to return toward normal at some point in the future. So as we look to all of these three segments off-lease repo and rental I believe that the fundamentals lead us to conclude that compared to our Q2 experience we should expect to see considerably increased volumes over time. The key question is when will this happen and to what extent? My best assessment is that it will take time but there are some key factors that we're watching that may be predicted. The most significant factor in my mind is new vehicle production. We're also monitoring used vehicle values and seeing the unprecedented high prices starting to moderate and even decline a little. Lower used vehicle prices will help drive more off-lease supply into our marketplaces. Finally we are monitoring for any further government stimulus and its impact on the repossession market. So now I'd like to provide an update on our progress in the dealer vehicle category. We sold 292000 dealer vehicles in Q2 of this year. That was an increase of 6% versus the 276000 dealer-owned vehicles that we sold in Q2 of 2019. Even if we were to include backlog cars in the 2019 number our total dealer volumes have increased versus Q2 of that year. So our total dealer volumes have now recovered back to what we would consider normal and I'm pleased that we're showing modest growth. If we look at the digital dealer category only Q2 represented our strongest performance yet with 119000 vehicles sold representing year-over-year growth of 65%. And by the way that includes BacklotCars volumes in the prior year number. I was pleased with this performance. Q2 represented our first full quarter in the U.S. where we had migrated to the BacklotCars platform. We saw record numbers of participating sellers and buyers and increased volumes of vehicles posted for sale. Although these higher volumes of vehicles posted were offset by a slightly weakening conversion as the quarter progressed due to the high used vehicle value trends that I talked about earlier. In Canada our TradeRev business performed very well in Q2. It delivered strong volumes and strong profitability. The fact that TradeRev has delivered profitability in Canada which is a more mature digital dealer-to-dealer market makes me encouraged for our prospects in the U.S. market and at an even greater scale. Our own analysis of the trends in both the U.S. and Canadian markets also demonstrates that our offerings are helping us address a segment of vehicles that was not coming to our auctions in the past. We are attracting new sellers and new buyers on a daily basis and this reinforces our belief that the digital solution expands the total addressable market available to our business. I'd like to spend a few moments talking about our cost structure. Over the last several calls we have discussed our strategic focus on reducing our cost structure to reflect our transition to a digital marketplace company. The lower volumes in Q2 coupled with the high percentage of offsite sales continue to reinforce the need for KAR to be very focused on its operating model and its cost structure. So delivering that level of performance in that environment reflects our focus on operations and costs. I believe that this focus is reflected in our strong gross profit performance in the quarter both as a percentage of net revenue and also in terms of the gross profit per vehicle sold. Our cost focus has also been reflected in the close management of our SG&A. This management of costs has enabled the business to deliver a stronger operating performance off of lower volumes. Over the course of the quarter we've also identified further savings opportunities principally relating to SG&A. These have now been acted on or are in the process of being addressed. I also believe that as we look to the future there will be opportunities to further refine our processes increasing our efficiency improving the customer experience and reducing our costs going forward and this will continue to be a focus. I want to stress however that these reductions have not come and will not come at the cost of strategic investments or of our customer commitments. We continue to invest in the technology the people and infrastructure necessary to extend our lead in the digital transformation and position our company for long-term growth. Finally I'd like to provide some updates relating to our finance business AFC. I've been pleased with AFC's performance in the present quarter but also over the past 18 months since the onset of the pandemic. AFC continues to have healthy margins with gross profit for the quarter right at 80% and with SG&A of under 13% of revenue. In terms of its key metrics AFC had 356000 loan transactions in the quarter. This was in line with the levels that we had expected. Revenue per loan transaction was strong at $193 for the quarter. Key drivers of this were higher vehicle values and lower risk levels. And finally speaking of risk we continue to experience lower-than-expected risks driven by current market conditions combined with strong operating processes at AFC. So to summarize my key messages for today I am pleased with our performance for the quarter. Specifically I am pleased that we were able to deliver this level of performance despite historically low levels of commercial seller vehicles which has always been our core business segment. I believe we are now likely at the bottom of the curve in terms of commercial vehicle supply. I believe that the outlook for off-lease repossessed and rental vehicles will be one of increasing volume over time ultimately returning toward historical levels. This recovery will take time but it's clear to me that we should be a strong beneficiary of this when it happens. And I think that we're now starting to see the very first signs that that recovery is nearing. When I look at dealer consignment we sold more dealer consigned vehicles in the same quarter pre-COVID and we delivered our best quarter yet in terms of volumes in our digital channels. Our TradeRev business had a strong profitable quarter in Canada. And our data suggests that our digital model is expanding our addressable market across North America. I also believe that our Q2 results and strong unit economics demonstrate that KAR has the ability to be more profitable at lower volumes than was the case historically. What is important about this is that it also means that as we see the cyclical return of these commercial seller volumes we have the opportunity to be more profitable in the future than we have been in the past. Finally notwithstanding the growth levers that exist for us we continue to be very focused on costs finding opportunities in Q2 to further improve our operating model. We intend to maintain that focus and discipline going forward also. With that I will hand over to Eric for a more detailed review of the financial results for the quarter. Let me start by highlighting a few items that stand out this quarter. Adjusted EBITDA of $116.5 million represents approximately 20% of operating revenue. Given the volume and related revenue headwinds this was a solid performance for the quarter. Gross profit for the quarter was 51.7% of revenue net of purchased vehicles. The primary drivers of this strong performance gross profit per unit at ADESA $277 up from $224 in the prior year and $264 in the first quarter. AFC revenue per loan transaction was $193 up from $115 in the prior year and $177 in the first quarter and this more than offset a decline in the number of loan transactions compared to the prior year and the first quarter. Peter mentioned the sequential decline in SG&A. However SG&A was up from the prior year as we had a substantial number of our employees on furlough for all or part of the second quarter of 2020 and many employees had temporary reductions in compensation last year as well. Operating adjusted net income per share of $0.15 was negatively impacted by a reduction in net unrealized gains on publicly traded securities and an increase in our effective tax rate to 44% primarily driven by nondeductible expenses related to the increased contingent consideration recorded for the CarsOnTheWeb acquisition. And last the working capital generated at KAR continues to be a strength of our operating model. We have generated $296 million of cash from operating activities in the first six months of 2021 of which $131 million was generated in the second quarter. The free cash flow conversion of our business is worth pointing out. As our markets return to normal in the near future I am confident we have sufficient capital available to support our business and its growth for the foreseeable future. Now let me give some color on the highlights of our performance. First our total volumes sold at ADESA was up 10% over the prior year. Given the industry headwinds particularly around the commercial vehicles as Peter mentioned we are pleased with 10% year-over-year growth. I am not providing a same-store growth rate because we have integrated all of our U.S. digital dealer-to-dealer business on the BacklotCars platform. If I include the BacklotCars volume for the second quarter of 2020 in our denominator our growth in volume is 4%. I think most impressive in our performance is the 65% growth rate in digital dealer-to-dealer for the U.S. and Canada. I have included the BacklotCars volume in both years so this is an organic growth rate for the business. We benefited from strong auction fees in the ADESA segment. Auction fees per vehicle sold of $333 was up 21.5% from the prior year. We benefited from strong used car pricing in our marketplaces. Average selling price for all vehicles in the second quarter was $16400 compared to $14800 one year ago. As I dug into the details of our auction fees I found that increased average selling prices was not the biggest impact on average auction fees per vehicle sold. Average auction fees on off-premise transactions increased from $119 in 2020 to $153 for 2021. This increase was accomplished even though average selling prices for total off-premise transactions declined slightly as we grew the digital dealer-to-dealer channel 65% while the off-premise commercial volumes declined 15% in the second quarter. The average auction fees for the digital dealer-to-dealer marketplace our fastest-growing marketplace was $268 per vehicle sold an increase of only $1 from the prior year. I point this out as some may believe our increased auction fees is completely driven by record high used car values. While increased used car values is a factor it is not the most significant contributor as some of our digital marketplaces do not have auction fee structures that are highly correlated to used car values. Our services revenue has also rebounded even though it is not near fully recovered due to the limited supply of commercial vehicles. The mix of revenues is contributing to our improved gross profit. Our services revenue mix is less concentrated on the low-margin transportation revenue and more concentrated on value-added ancillary service. We have all seen the strong used car performance of public retailers. In some ways this is confusing when you look at the wholesale markets and we discuss a lack of supply. However this situation is creating an opportunity for ADESA. A number of used car retailers have called upon us to provide retail-ready levels of reconditioning to help them meet consumer demand. Based on our early successes with various retailers we expect to grow revenue from this service offering. AFC's strong performance was driven by tremendous growth in revenue per loan transaction as the provision for credit losses is a contra revenue account for a finance entity the significant reduction in the provision for credit losses was a key factor to improved revenue. However another key contributor was interest and fee income per loan transaction that increased to $191 per loan transaction from $155 per loan transaction last year. This demonstrates the impact of having over 50% of the revenue for AFC from fees creating less dependence on interest rates to drive revenue. Lower interest rates on floorplan loans were offset by higher average loan balances due to the record high used car values. Also contributing to the strong second quarter results for AFC was lower direct cost and disciplined control over SG&A. Now let me speak to the items that impacted operating adjusted net income per share. We currently hold a common stock of CarLotz a publicly traded company that requires us to mark-to-market our investments. CarLotz went public through a SPAC transaction in late January and this resulted in us recording our investment at market instead of costs. As the stock price of CarLotz has declined since March 31 we have reduced the unrealized gain on investments by $11.9 million. This required adjustment to the carrying value resulted in a reduction of net operating adjusted net income per share of $0.04 net of income taxes. We also recorded $4.5 million of accrued contingent consideration related to the CarsOnTheWeb transaction as the performance of ADESA Europe formerly CarsOnTheWeb has exceeded the amounts recorded using a Monte Carlo simulation of possible outcomes at the time of purchase. Our performance in Europe continues to be strong despite the lack of supply and I expect we will record additional contingent consideration through the end of this year when the earn-out period ends. The earn-out is capped and we are recognizing the increase to the maximum earn-out payment amount ratably over the year so the quarterly expense should not increase from $4.5 million. This is purchase price and will be paid to the previous owners but GAAP requires the adjustment to contingent consideration be recorded as other expense. It is not included in SG&A in our financial statements. Let me close with comments on our capital situation. We continue to have a strong balance sheet with our focus on controlling costs and managing the business through a low point in supply in our industry. We deployed $100 million to purchase KAR stock in the open market at an average purchase price of $17.77 in the second quarter. Year-to-date we have repurchased $180.8 million of KAR stock in the open market at an average purchase price of $16.66. We have just under $110 million left on our share repurchase authorization. We have sufficient working capital available to support the business through the current economic cycle and also invest in strategic growth as opportunities arise. Through the first half of 2021 our capital expenditures totaling $50.7 million have been focused primarily on our digital marketplaces. And preparing our platforms for growth we expect to be driven by a cyclical recovery over the next several years. We will continue to invest responsibly in the future of our business through capital projects and maintain or improve our leadership position in the wholesale used car digital marketplaces. Although the root cause and duration of the current environment in our industry is much different than 2009 and the period that followed I also see many similarities in the impact on volumes trends in used car pricing and the prospects for recovery following a period where we are at the bottom of the down cycle in our industry. I continue to see great opportunity for KAR and its investors once the cyclical recovery begins in the near future. Stephanie you can open the line. ","q2 adjusted operating earnings per share $0.15. " "Today, we'll discuss the financial performance of KAR Global for the quarter ended September 30th 2021. After concluding our commentary, we will take questions from participants. Let me also mention that throughout this conference call, we will be referencing both GAAP and non-GAAP financial measures. I'll provide an update on the commercial seller volumes and what we expect to see between now and the end of next year. I'll also provide updates on the continued growth in our dealer-to-dealer business with a focus on our digital dealer-to-dealer businesses, BacklotCars and TradeRev. I'll provide an update on our acquisition of Carwave and the solid performance of our finance business, AFC. And I'll close out with some updates relating to our cost structure. So, I'd like to start with the third quarter. And there is no question but that the third quarter was a challenging quarter, and the challenges were volume related and principally tied to the commercial seller category, specifically to off-lease vehicles. These industrywide volume challenges are tied to the disruption of new vehicle production, and I spoke to these dynamics in detail at our Analyst Day event back in September. However, I will say that the situation remains largely as I described at that time. So in the third quarter, despite operating in an environment of very constrained vehicle supply from commercial sellers, we achieved the following results. For KAR overall, we generated $535 million in revenue, which was a decline of 10% from Q3 of last year. We generated a total gross profit of $222 million, representing 50.1% of revenue, excluding purchased vehicles. We generated $96.6 million in adjusted EBITDA. Cash generated from operations for the quarter was $57 million. Within the ADESA segment, we facilitated the sale of 586,000 vehicles, representing over $9 billion in gross auction proceeds. Now, these volumes are down 33% versus Q3 of last year. Within that, our total commercial volume was down by 51% versus Q3 of last year and our total dealer consigned volume actually increased by 20%. 51% of our sales in the third quarter was from off-premise locations, and this is similar to our experience in the first half of this year. We sold 118,000 vehicles on the TradeRev and BacklotCars platforms on a combined basis. We also set new records in terms of total active sellers and total active buyers on these digital dealer-to-dealer platforms in both the U.S. and Canada in the third quarter. We generated $274 in gross profit per vehicle sold in the ADESA segment. This was driven in part by strong auction revenue per vehicle sold and is higher than the gross profit per vehicle generated in the first half of this year and 10% greater than the same statistic from Q3 of last year. SG&A for KAR overall was $134 million for the quarter and SG&A for the ADESA segment was $126 million and that was down $14 million from Q1 of this year. I continue to be pleased with the performance of our AFC business segment. AFC had 351,000 loan transactions in the quarter. This was an increase of 8% versus the same quarter last year and it was in line with the levels that we'd expect. Revenue per loan transaction was also higher, 20% higher than Q3 of last year, at $215 for the quarter. Key drivers of this were higher vehicle values and lower credit losses. AFC continues to experience lower-than-normal levels of risk, driven by the current market conditions combined with strong operations. AFC continues to grow its volume of business, as well as reengineered business processes to have a more efficient service delivery. And for all those reasons, I expect to see continued strong performance from AFC, given the current environment. So, I'd like to speak for a few moments about the supply dynamics of used vehicles within our marketplaces, particularly supply from commercial sellers. So, as I see it, our challenges in the quarter were tied to the lack of commercial seller volumes across our marketplaces. As I mentioned, commercial seller volumes were down by 51% versus the same quarter last year. In our last earnings call and subsequently in our Analyst Day, I went into quite a lot of detail on the drivers of commercial vehicle supply within our industry. My fundamental assessment has not changed. I do believe that we're at the bottom in terms of the disruption with the supply of off-lease vehicles and rental vehicles at physical auctions, being very close to zero in both categories. Most meaningful to KAR is the disruption in the off-lease volumes, which historically have represented approximately 60% of our total commercial seller volumes. Now, volumes of repossessed vehicles also remain below normal. I would say that repossession volumes are relatively stable at about 70% of normal levels right now. And our analysis of the quarter's results indicate that we have maintained our market share with commercial sellers in the quarter. So while we may be at the bottom, I still believe we should expect to remain here for some time. In order for the volumes in our marketplaces to increase, we need to see an increase in new vehicle production, sufficient to reduce the very high used vehicle values and allow more off-lease vehicles to flow into the wholesale channel. In our Analyst Day, we said that we expected new vehicle production to start to improve toward the end of the first half of next year and to continue to improve in the second half, but that we expected it to remain below normal throughout 2022. Based on our continued analysis, as well as our ongoing conversations with customers, that assessment has not changed. What that implies for our business is that we expect the current commercial seller volume constraints to continue through the first half of next year and we expect to see a small improvement in the second half. We expect to see an acceleration in the volume recovery in 2023 and beyond. So now, I'd like to provide an update on our progress in the dealer-to-dealer vehicle category. So first of all, if we look at our total dealer consignment volumes at KAR, and by which I mean digital and physical combined, we sold 274,000 dealer consigned vehicles in the third quarter. That represented an increase of 20% compared to KAR's total dealer volume in Q3 of last year. Some of that increase is driven by the acquisition of BacklotCars, but I'm pleased that we were able to increase our overall volume by 20%, given the tight supply dynamics that exist across our industry. If we look at the digital dealer-to-dealer category only, our Q3 volume of 118,000 -- was 118,000 vehicle sold. The comparable metric for Q3 of last year was 58,000. So, we grew our total digital dealer-to-dealer volume by 105%. However, BacklotCars was not part of KAR in Q3 of last year. And if we include BacklotCars in last year's number, the growth is approximately 19%. We saw record numbers of participating sellers and buyers on our digital dealer-to-dealer platforms in both the U.S. and Canada in Q3. We also saw continued growth in average vehicle value sold on both TradeRev in Canada and BacklotCars in the U.S. And finally, in Canada, our TradeRev business continued to perform very well, delivering strong volumes in the second consecutive quarter of solid profitability. I'd like to spend a few moments on the acquisition of Carwave. We closed on the acquisition of Carwave in early October. So, our Q3 volumes do not reflect any volume from Carwave. The Carwave acquisition has approximately 100,000 vehicles sold per annum. Carwave originated in California and is the leading platform for dealers in that market. California, as you might imagine, is a large automotive market. If we look at new vehicle registrations statistics, there are more new vehicle registrations in California each year than in the smallest 20 states combined. Also, California has almost as many new vehicle registrations as the next two largest markets, which are Texas and Florida, combined. It's in our diligence that Carwave platform delivers excellent performance for the sellers and buyers. The average vehicle value sold on Carwave is higher than that sold on BacklotCars, and it also generates a higher revenue per vehicle sold and is profitable. And of course, the acquisition of Carwave also brings a strong team. I believe the acquisition strengthens our map and increases the network effect for digital dealer-to-dealer business in the U.S. Carwave's strength out West and BacklotCars's strength in the middle of the United States means that we now have a stronger footprint than ever before in terms of both geography and depths within any given market. Ultimately, we see an opportunity to combine those two businesses, bringing the best of both and creating an ever more powerful offering for sellers and the buyers. We also see an opportunity to continue to move up market and sell a larger number of higher value vehicles. This in turn will help drive further increases in revenue per unit sold and stronger margins. So, our integration planning is ongoing. But ultimately, we envision a single solution in the market; a solution that aligns with the needs and preferences of our dealers and that leverages the best technology, features, functionality and economic model of both platforms. Now, given the strength of both businesses and the positive momentum that both businesses have, we would likely take a little longer to execute this than was the case with the TradeRev migration. We want to make sure that we don't disrupt our customers and that to the extent we make changes, we're delivering an experience that is better than before for all of our customers. And finally, the addition of Carwave means that our current run rate with digital dealer-to-dealer transactions is now very close to 600,000 vehicles sold per annum and continuing to grow. So, we are well on our way toward achieving the target that I established in -- on our Analyst Day of 1.2 million digital dealer-to-dealer transactions annually by 2025. So, I'd like to spend a few moments talking about our cost structure. On recent earnings calls and, again, on the Analyst Day event, we've discussed our strategic focus on reducing our cost structure to reflect our transition to a more digital marketplace. The reality of lower-than-normal commercial seller volumes likely persisting through much of 2022 means that our continued focus on cost remains a top priority for me and for the management team. So, I'd like to provide an update on that. During this last quarter, we initiated a project into prioritizing and accelerating key areas for growth while refining our operating model toward a more digital future and also to address the lower-than-normal commercial seller volumes that we are currently experiencing. We've committed significant resources toward that initiative and there are four principal work streets. I referred to these in our Analyst Day, but to recap them here, they're are as follows. Our sales and go-to-market opportunities, the evolution of our service operations, our technology investments and the overall management of our SG&A. So, I believe we've made very good progress on this project and we're now nearing the end of the assessment phase. In fact, it will be completed within the next couple of weeks. Now, I expect that you will be all interested to know the scale and the timing of all this. Rather than committing to a number before I have the full report, I'd like to allow our team the opportunity to complete their work and I look forward to providing more in-depth assessment on our future call. However, I am comfortable enough with the preliminary analysis to report the following. First, in terms of the sizing of these opportunities. Our Analyst Day materials pointed to an SG&A opportunity of $30 million. I'm confident that our SG&A opportunity will be at least that amount. However, SG&A is just one part of the mix. We're also looking at opportunities to reduce our direct costs. I believe that we have opportunities to do so and that these will be in addition to that number. And finally, we're also looking at opportunities to improve revenue and improve the monetization of our services, while also accelerating growth in key areas. These will be an important part of the overall target as well. In terms of the timing. First of all, I want to be clear that what I'm describing here are not short-term or temporary cost cuts. What we're looking at are permanent changes in our operating model and our cost structure, reengineering the way we do business and ultimately, reducing our cost to serve over the long term. I don't expect to see an impact from this in the current quarter, but I do expect to see positive impacts in 2022 and in all of the years following from that. And finally, in terms of our strategy to manage and communicate these initiatives, we will be setting specific goals and there will be a clear process in place to measure the impacts to make sure we stay on track. And of course, I expect myself and the management teams to be held accountable to those. So, I look forward to providing greater detail and more precise metrics in a future call. My last point is to make a few remarks on our expectations for the current quarter. As discussed in September, it is difficult to predict the supply of vehicles in the wholesale market at this time. We withdrew our guidance in September and I'm not providing guidance until our visibility into volume improves. With that said, we typically experienced some seasonal impacts in the fourth quarter and I would expect that our fourth quarter performance, by which I'm referring to adjusted EBITDA, will be less than our Q3 levels. So to summarize my key messages from today, clearly, the commercial volume challenges continue. I believe that we're at the bottom now, but I think the volume challenges will continue well into next year. However, I also expect we will see some improvement before the end of next year. My longer-term view has not changed. I believe that the outlook for off-lease, repossessed and rental vehicles will be one of increasing volume over time, ultimately returning to historical levels. The recovery will take time, but it's clear to me that we should be a strong beneficiary of this when it happens. In terms of dealer-to-dealer, we are growing our volume with our combined digital and physical volume up 20% versus the same quarter last year. In terms of our digital dealer-to-dealer platform, we delivered solid growth in transactions and we had a record quarter in terms of marketplace participation in both the U.S. and Canada. The addition of Carwave means that we're now at an annual run rate of close to 600,000 vehicles sold per annum and growing. I'm pleased that despite lower volumes, we were able to deliver our best quarter yet in terms of gross profit per vehicle sold. We also saw solid profitability for TradeRev in Canada and a strong performance at AFC. Notwithstanding the growth levers that exist for us, we continue to be very focused on costs. We have initiated a significant initiative, and we are committed to following through with it. We look forward to providing more updates going forward. Sanjeev became an observer on our Board through Periphas Capital's participation in our 2020 pipe transaction, and he previously served on our Board from 2007 to 2013. You can read more about Sanjeev's background in our 8-K. We are very fortunate to have his deep industry knowledge and his strategic mindset on our Board, and I'm confident he will continue to be a vocal advocate for KAR Global and for our stockholders. So with that, Eric will now provide a more detailed review of our financial results for the quarter. I have a few things to add to Peter's commentary today. First, I would like to point out some bright spots in the current situation we are facing. We all know that the supply of wholesale vehicles is constrained primarily for our commercial vehicle business. However, this has led to strong used car pricing. Gross auction proceeds are at record levels in all segments of our business. The average selling price in our commercial off-premise segment primarily openly was $21,500 in the third quarter compared to $19,400 per vehicle in the third quarter of 2020. Digital dealer-to-dealer representing BacklotCars and TradeRev had an average sale price of $10,400 in Q3 compared to $8,900 last year. And our on-premise auctions, which includes a mix of commercial and dealer consignment, had an average selling price of $15,000 per vehicle compared to $13,300 one year ago. This strong pricing situation has led to higher option fees per transaction across all of our marketplaces. The only marketplace that has been -- has seen a significant decline in fees is the OPENLANE private-label programs. The high percentage of transactions being grounding dealer purchases caused auction fees per transaction on this platform to decline 20% year-over-year in the third quarter. Another positive in the third quarter was the gross profit per vehicle in the ADESA segment, achieving $274 gross profit per car sold in Q3 compared to $249 in the prior year, and this was a strong performance. This reflects a positive mix of revenue with more of our revenue coming from higher margin auction services than other lower-margin services. The lack of commercial supply, especially off-lease vehicles, reduces revenue from lower margin services like transportation and end-of-lease inspections. I want to be clear though. While we are very focused on improving our cost structure and increasing gross profit per unit over historical levels, our business prospers when there are more transactions, even if gross profit per unit were lower than $274. The third quarter did benefit from royalty revenue received from Insurance Auto Auctions based on the number of non-insurance vehicles sold by IAA over the previous 12 months. And a positive in Q3 was performance at AFC. Consistent with the growth in volume in the dealer-to-dealer channel at ADESA, AFC saw an increase in the number of loan transactions, 8%; an increase in revenue per loan transaction, 20%; and an increase in adjusted EBITDA, 63%. The AFC segment was able to improve all of its key performance metrics and reduced SG&A as compared to last year. While the current supply situation has put pressure on the wholesale used car remarketing industry, these same factors have made floorplan lending perform at very high levels of profitability. Average loan values are increasing due to higher used car prices. Low used car inventories at retailers means faster turns in our floorplan lending has a majority of its revenue in fees and not interest earnings. And most importantly, loan losses are at very low levels. In fact, in the third quarter, recoveries of previously written off loans exceeded the loan losses experienced during the quarter. As a reminder, our floor plan lending business is collateralized by the vehicles and typically all assets of the dealer principles. We obtained personal guarantees on substantially all floorplan lines. When losses are realized, we set judgments for recovery of the losses when assets, including real estate, are monetized by the dealer principles. We are currently benefiting from the strong real estate market and high real estate values. This allows us to recover past losses. Most recoveries are losses that occurred one to three years prior to the actual recovery. Now despite the positives in our performance that I have highlighted, our overall performance was still challenging due to the low number of transactions completed. As Peter pointed out, the pressure is on our commercial volumes as we have begun to see year-over-year growth in our dealer-to-dealer volumes due to the strong growth in digital dealer-to-dealer. Even though gross profit per unit at ADESA was $274, the gross profit as a percent of revenue, excluding purchased vehicles, declined to 43% in Q3 as compared to the prior year's 49% gross profit. My first concern is to determine this is not a change in our cost structure going forward. After analyzing our costs, I have determined that most of the decrease relates to fixed direct costs that just could not be leveraged with the low volumes in Q3. The largest contributor to the decline in gross profit percent was supervisory labor and facilities costs that is included in cost of services. We also experienced increased losses on purchased vehicles, primarily inherited vehicles, which are acquired through arbitration activities. We believe the increased losses were unique to Q3, as we pushed to sell these vehicles quickly to meet customer demand. The one item that will be a permanent increase in our costs as compared to the last 18 months is the loss of the Canadian employee wage subsidy. We have been benefiting from the Canadian program since early 2020 and approximately $1.5 million to $4 million of direct cost per quarter going back to the second quarter of 2020 were subsidized in Canada. Changes in the requirements to receive these subsidies were made effective July 1 2021, and our Canadian business is no longer qualified for the subsidy. This represents about a 70 bps increase in gross -- increase in cost or decrease in gross profit percent that will be recurring. I do expect the impact on gross profit to be less though, as volumes begin to increase going forward. Turning to our balance sheet and capital allocation. Our total leverage is at 3.2 times adjusted EBITDA. This has moved above 3 times due to the low performance over the past 12 months. Our last 12 months adjusted EBITDA is $404 million. We continue to have a leverage target of three times or less. Subsequent to quarter end, we completed the acquisition of Carwave. We funded the $450 million purchase price with cash on hand. We did not purchase any KAR shares in Q3. We have $109 million remaining on our share repurchase authorization that was set to expire at the end of October. The Board of Directors has extended our existing share repurchase authorization through December 31, 2022. We have used a substantial amount of our available cash for the Carwave acquisition and our total net leverage is temporarily above three times. Even after funding the Carwave acquisition, our cash balances remained strong though. In times of supply constraint, the free cash conversion of our business generally improves. That concludes my remarks. ","q3 revenue fell 10 percent to $535.2 million. " "On the call are Jeff Mezger, Chairman, President and Chief Executive Officer; Matt Mandino and Rob McGibney, Executive Vice Presidents and Co-Chief Operating Officers; Jeff Kaminski Executive Vice President and Chief Financial Officer; Bill Hollinger, Senior Vice President and Chief Accounting Officer; and Thad Johnson, Senior Vice President and Treasurer. And with that, here's Jeff Mezger. Our performance in the third quarter reflected significant year-over-year increases across the majority of our key metrics as we produced solid results in housing market, experiencing great demand, while also facing industrywide challenges in getting homes completed and delivered. These results will help drive our returns focused growth as we continue to expand our scale, while generating a higher return on equity. Before I get into the highlights for the quarter and there are many, I want to address our shortfall in deliveries and revenues. Disruptions to our supply chain intensified as the quarter progressed and along with municipal delays resulted in our build times extending by about two weeks sequentially. This pushed many deliveries into our fourth quarter and will similarly delayed some fourth quarter deliveries into our 2022 first quarter. We are taking aggressive steps to manage through these delays, including expanding our subcontractor base, partnering with our national suppliers and simplifying our products to stabilize our build times. We produced total revenues of $1.47 billion, up nearly 50% as compared to the prior year period and diluted earnings per share of $1.60. We achieved an operating income margin of 12.1% excluding inventory related charges, which grew 250 basis points year-over-year, driving a 40% expansion in our profitability per unit to nearly 52,000. This was accomplished even with the leverage we lost from the delayed deliveries. Our related gross margin of 22% was a particular highlight and demonstrates that we are effectively managing pace, price and starts to optimize each asset. As to capital allocation, we continue to take a balanced approach with disciplined investments in growth remaining our top priority. In the third quarter, we invested about $780 million in land acquisition and development. We expanded our lot position to almost 81,000 lots owned or controlled, with our inventory continuing to rotate into a higher quality portfolio of communities. In addition to these investments, we returned a significant amount of cash to stockholders through both our regular quarterly cash dividend and the repurchase of $188 million of our stock. These repurchases will further enhance our return on equity in 2022 beyond this year's expected 20% level, especially when combined with our projected increase in scale to over $7 billion in revenue and higher operating and gross margins. Since we embarked on our returns focused growth strategy, we have produced meaningful expansion in our ROE. While we recognized that returns across the industry have expanded, our rate of improvement is meaningful and we believe our return on equity in the low to mid 20% range is sustainable. During the quarter, we announced the promotion of Rob McGibney to Executive Vice President and Co-Chief Operating Officer, a role he shares with Matt Mandino. We created a Co-COO structure with two simple objectives in mind: to accelerate the profitable growth of our business in order to drive increasing returns on equity and to enhance our execution. Rob is responsible for our West Coast and Southwest regions and Matt is responsible for our Central and Southeast regions. In addition to their regional responsibilities, Matt and Rob each have oversight of key strategic corporate functions as well. The operating environment within our industry has become more complex over the past 18 months, given the supply chain issues and municipal delays that I mentioned earlier and their impact on build times. Having two proven leaders running our operations, will allow for a more hands on approach that is geographically focused, enabling greater day-to-day collaboration with our regional and division leadership. We successfully opened over 40 new communities in the third quarter, marking the start of a sequential improvement in ending community count that we anticipate will continue over each of the next five quarters. With the strong and growing lot pipeline that I referenced, driving an acceleration in new communities, we expect to expand our community count to roughly 260 by year-end 2022. Our monthly absorption per community accelerated to 6.6 net orders during the third quarter from 5.9 in the year ago quarter and reflecting a more typical seasonal pattern sequentially, while remaining at historically elevated level. Net orders were 4,085, represented a small decline year-over-year, against the strong results in the prior year quarter. However, with our actions in taking price and moderating pace, our net order value was up more than 20% year-over-year. We continue to manage our selling pace to production, limiting our lot releases to prevent our backlog from getting over extended and started over 4,000 homes during the quarter. This compares to starts in the year-ago quarter of about 3,400. We currently have approximately 9,000 homes in production with 93% of these homes already sold. Only 240 of these homes are unsold past the foundation stage and our focus right now is on compression our build times to deliver our backlog. With the rise in our net order value to $2 billion, we are laying the foundation for future margin growth. Our pricing power is solid, while our pace remain strong and the demand for our homes at higher prices tells us that our price points remain attainable. The credit profile of our buyers is above our historical level with an average FICO score of 7.31 and down payment of 14%, translating to almost $60,000, which is noteworthy for our first time buyer. In addition, the internal indicators that we monitor for changes in customer behavior, including the square footage of homes purchased or spending in our design studios remain stable. Our backlog now stands at roughly 10,700 homes, representing future revenues of over $4.8 billion. Our backlog value is up nearly 90% year-over-year with significantly higher margins within this backlog. This is an excellent position from which to finish 2021 and support another year of growth in revenues and expansion of margins in 2022. Homeownership remains compelling and attainable and we believe the drivers are in place to support healthy market conditions for the foreseeable future. An insufficient level of supply exist at our price points to meet the demand for millennials and Gen Zs, which together number roughly $140 million. These two cohorts value the personalization and choice in our built-to-order business model, which is a significant factor in why our absorption rates have consistently been among the highest in the industry. This together with our experience in serving first time buyers, who represent 61% of our deliveries in the third quarter, has us well positioned to capture demand going forward. Switching gears for a moment. I want to highlight our recent achievement in sustainability. KB Home received a record 25 ENERGY STAR Market Leader Awards from the EPA, further demonstrating our leadership position as the most energy efficient national homebuilder. We are proud to continue moving our environmental program forward, which is helping to lower the total cost of homeownership for our buyers, while doing our part to reduce the carbon footprint of our homes. We have a remarkable team that is focused on execution and committed to customer service. In closing, we are growing into a bigger business that is operating at meaningfully higher margins and generating considerably improved returns. We anticipate a return on equity this year of about 20% and further expansion in 2022, supported by double-digit growth in revenues and community count, with higher margins, as well as our recent share repurchase. Beyond next year, we believe our return on equity is sustainable in a low to mid 20% range. I will now review highlights of our financial performance for the 2021 third quarter, discuss our current outlook for the fourth quarter and summarize expected improvements in several 2022 metrics. In the third quarter, we produced measurable year-over-year improvements in nearly all our key metrics, including a 49% increase in housing revenues that drove a 93% expansion in our earnings per diluted share. We also made substantial investments in land and land development to support continued growth and completed a significant share repurchase that among other things will enhance future returns and per share earnings. Our housing revenues grew to $1.46 billion for the quarter from $979 million for the prior year period. This improvement reflected a 35% increase in the number of homes delivered and an 11% rise in our overall average selling price. As Jeff discussed, our current quarter deliveries were tampered by industry wide building material shortages and labor constraints that extended build times in most of our served markets. We anticipate similar challenges will apply to our fourth quarter and have considered these factors in our outlook. Our ending backlog value expanded 89% to over $4.8 billion, driven by strong increases in each of our four regions. Considering our quarter-end backlog, the status of our homes under construction and expected construction cycle times, we anticipate our fourth quarter housing revenues will be in the range of $1.65 billion to $1.75 billion. In the third quarter, our overall average selling price of homes delivered rose to approximately $427,000 from approximately $385,000, reflecting the strength of the housing market. For the fourth quarter, we are projecting an overall average selling price of approximately $450,000, which would represent a year-over-year increase of 9%. Our third quarter homebuilding operating income improved to $169.9 million as compared to $88.9 million in the year-earlier quarter. Operating income margin increased 270 basis points to 11.6% due to improvements in both our gross profit margin and SG&A expense ratio. Excluding inventory related charges of $6.7 million in the current quarter and $6.9 million in the year-earlier quarter, our operating margin was up 250 basis points year-over-year to 12.1%. For the fourth quarter, we expect our homebuilding operating income margin, excluding the impact of any inventory related charges, will be approximately 11.8% compared to 10.7% in the year-earlier quarter. Our housing gross profit margin for the quarter was 21.5%, up 160 basis points from 19.9% for the prior year period. This margin expansion mainly reflecting a favorable selling price environment supported by healthy housing market dynamics and lower amortization of capitalized interest. Excluding inventory related charges, our margin for the quarter was up 140 basis points year-over-year to 22%. Our adjusted housing gross profit margin, which excludes inventory related charges, as well as the amortization of previously capitalized interest was 24.5% for the third quarter compared to 23.7% for the same 2020 period. Assuming no inventory related charges, we believe our fourth quarter housing gross profit margins will be in the range of 21.6% to 22%, reflecting the impact of peak lumber prices when our forecasted fourth quarter whole deliveries were started. Our selling, general and administrative expense ratio of 9.9% for the quarter improved by 110 basis points as compared to 11% for the 2020 third quarter, primarily due to increased operating leverage, partly offset by higher costs associated with performance-based employee compensation plans and additional resources to support growth. As we position our business for growth in 2022 housing revenues, we believe that our fourth quarter SG&A expense ratio will remain roughly the same as the second and third quarters of this year or approximately 10%. This would represent an improvement from 10.3% in the 2020 fourth quarter. Our effective tax rate for the quarter was approximately 14%, reflecting $24.1 million of income tax expense, net of $21.5 million of federal energy tax credits. We expect our effective tax rate for the fourth quarter to be approximately 24% including a small favorable impact from energy tax credits compared to approximately 16% for the year-earlier period. Overall, we reported net income for the third quarter of $150.1 million or $1.60 per diluted share, compared to $78.4 million or $0.83 per diluted share for the prior year period. Turning now to community count, our third quarter average of 205 decreased 14% from the year-earlier quarter. We ended the quarter with 210 communities open for sales, as compared to 232 communities at the end of the 2020 third quarter. On a sequential basis, as anticipated, we were up 10 communities from the end of the second quarter. We are planning to achieve continued sequential quarterly increases in our community count through 2022. We believe our 2021 year-end community count will be up slightly from the third quarter, resulting in a high single-digit decrease in the average fourth quarter count as compared to the prior year. We invested $779 million in land, land development and fees during the third quarter with $467 million or 60% of the total representing new land acquisitions. In the first three quarters of this year, we invested $1 billion to acquire over 16,000 lots. We ended the quarter with a strong supply of nearly 81,000 lots owned and controlled, then we expect to drive a significant number of new community openings and steady growth in community count. At quarter end, we had total liquidity of over $1.1 billion, including $350 million of cash and $791 million available under our unsecured revolving credit facility. In early June, we issued $390 million of 4.00% 10-year senior notes and used a portion of the net proceeds to redeem approximately $270 million of tendered 7.00% senior notes due December 15, 2021. We recognized a $5.1 million loss on this early redemption of debt in the third quarter. The remaining $180 million of the 7% senior notes, we redeemed as senior notes, partially offset by the new issuance, will result in annualized interest savings of nearly $16 million, contributing to our continued trend of lowering the interest amortization included in our housing gross profit margins. In addition, we see the $350 million maturity in September 2022 of 7.5% senior notes as an another opportunity to reduce incurred interest and enhance future gross margins. During the third quarter, we repurchased approximately 4.7 million shares of common stock at a total cost of $188.2 million. The shares repurchased represented approximately 5% of total outstanding shares and will drive an incremental improvement in our earnings per share and return on equity going forward. For purchases of calculating diluted earnings per share, we estimate a weighted average share count of $91 million for the 2021 fourth quarter and $93.5 million for the full year. For 2022, we are forecasting housing revenues of over $7 billion, supported by our anticipated 2021 year-end backlog, community count growth and an ongoing strong demand environment throughout next year. We expect approximately 200 new community openings over the next five quarters to drive sequential increases in ending community count. Consistent with the forecasted double-digit growth that we have discussed during the past two quarters, we believe our 2022 year-end community count will be up about 20% year-over-year and the full year average count will be about 10% higher as compared to 2021. We also believe that gross margin expansion to a level above our guidance for next quarter, along with improvement in the SG&A expense ratio, will result in a measurable year-over-year increase in operating margin. Further, the anticipated increase in scale combined with a higher operating margin and the benefit of the recent share repurchase, should drive a meaningful improvement in return on equity relative to be approximately 20% expected for 2021. In summary, we believe we are well positioned to achieve our targets for the both 2021 fourth quarter and 2022 fiscal year. Our forecasted 2021 full year results represent significant improvements across virtually all our key metrics with notable increases in our scale, absorption pace, housing gross margin and operating margin. In addition, we are particularly pleased with the forecast expansion in our full year return on equity and our anticipated further improvement in 2022. We believe our ongoing focus on accelerating profitable growth and expanding our returns by leveraging our larger scale, attractive inventory profile and uniquely compelling built-to-order business model, will produce measurable enhancements in both book and stockholder value in future periods. Alex, please open the lines. ","compname reports q3 earnings per share of $1.60. q3 earnings per share $1.60. q3 revenue $1.47 billion versus refinitiv ibes estimate of $1.57 billion. qtrly homes delivered increased 35% to 3,425. qtrly net order value up 22% to $2.01 billion. co's ending backlog value increased 89% to $4.84 billion at quarter end. looking ahead to 2022, anticipate another year of profitable growth. qtrly net orders 4,085 versus 4,214. " "Joining us today are Stuart Bradie, President and Chief Executive Officer; and Mark Sopp, Executive Vice President and Chief Financial Officer. Stuart and Mark will provide highlights from the quarter and then open the call for your question. These risks are discussed in our most recent Form 10-K available on our website. I will start on slide four. Now you should all be very familiar with those Zero Harm sustainability program by now under 10 pillars that fit within it across the ESG spectrum. At our recent Investor Day, we highlighted that being a good corporate citizen was the floor and not the ceiling at KBR, and I wanted to prove on that side a little bit more today. The symbiotic relationship between shareholder value and KBR helping our clients achieve their sustainability goals is an absolutely key differentiator for KBR. And we wanted to build on that just a little on to slide five. KBR has a suite of recycling technologies that enable secular processing and the broader secular economy. At the Investor Day, Dow introduced Mura'srevolutionaryHydroPRS technology that closes the loop on the secular plastics economy. This is very exciting on its own right and this excitement I think was compounded with the recent announcement that Dow is also investing unimportantly committing to off-take. This obviously is a huge endorsement on the sustainability aspects and of course, a huge endorsement on the technology itself and is an important step forward. But at KBR, we have many recycling technologies as outlined on the slide. All are proprietary, differentiated, disruptive and market-leading. And we could spend the entire call and I don't plan to do that talking about these technologies. But today I'll highlight just one example to give you a flavor and that's on sustainable fibers. Our global retailer from Scandinavia came to a few years ago to help them solve a big problem. How to recover valuable chemicals and water from what would have been a waste stream at the end of their process to produce manmade fibers. Our sustainable technology team applied our proven of operation on crystallization technology to essentially recover and purify critical ingredients and water such that they can be reintroduced right at the front of the process. Closing the loop on the secular processing. And this solution has many benefits as I'm sure you can appreciate, it reduces processing cost, it saves finite elemental resources and water, and it eliminates a wasting. So overall it's great value for the client. Obviously for KBR and our shareholders and of course the planet. So like you've heard me say before, advancing our clients' ESG objectives, its core to KBR strategy and this example is just one of the many that demonstrates that tenant. So on to slide and some key highlights from the quarter. The key takeaway here is overall revenue, EBITDA margin, adjusted earnings per share and cash were all in line with full-year guidance, and I'd say a little bit above our expectations for Q1. You'll recall that we stated that first half versus second half would be circa 40-60 split at the earnings per share level. That has now shifted to the circa 45-55 split with a couple of things happening in Q1, that were expected to happen in Q2 and Q3. And this was especially the case in Sustainable Tech and Mark will give you some more details on this later. Margins were bang on at the Group level with some discrete items some puts and takes that Mark will cover later within the segments. But to be clear, full-year margin guidance at the Group and within the individual segments is not changing and I'll say that again the Q1 puts and takes do not change full-year margin guidance. Free cash conversion at over 100% was again strong and importantly the team brought and over $1.6 billion in backlog and options during the quarter in high-end technical top market areas increasing our total backlog with options to $90.3 billion more on some of these wins in a moment, but super exciting. So, Q1 was a relatively clean quarter at the group level. As the overall business continued its momentum from 2020 and 2021 guidance remains unchanged. So, on to slide seven. The market outlook in GS was dominated by the release of the President's proposed 2022 budgets. The DoD budget was aligned with what we presented at Investor Day. So no surprises there. And KBR was very well positioned opposite national security and DoD strategic priorities. A few of the areas are highlighted on the slide. Artificial intelligence and machine learning, cyber, trusted microelectronics and directed energy. And you can see on the right hand side, prove the site. We're especially excited this quarter by the trusted microelectronics win to conduct advanced R&D, prototyping, laboratory testing and supply chain verification on critical Microchip's and components. This is really important work done by top tier scientists and PhDs to ensure major military systems and platforms operate as intended and have not been compromised. We also won new work with the U.S. Space Force Rapid Capabilities Office or RCO to support the development and acquisition of new space capabilities and the modernization of the military space infrastructure. Again this is highly advanced work centered around technical R&D and critical military space domain. Shifting a little bit over to the civil space side. The NASA budget request was also released and shows a marked increase and continue to support for the return to main and beyond. And of course increased funding across a range of Fed spend activities focused, as you would expect initially on COVID, climate change an area of differentiation as you know for KBR and social justice. The proposed infrastructure plan was also released and was very R&D heavy, very technology-driven on climate focused lining up well with KBR's R&D capability and technology portfolio. This quarter we saw some great wins also in the international government business. As you can see on the right hand side of the slide both in the U.K. and in Australia. And there was also good news from a budget perspective in the U.K. and this follows on from Australia increasing its defense budget last year. As an aside, and his team in Australia are off to another good start, posting top organic growth rates again at over 30% year-on-year this quarter. And this is a nice example of a great team doing things that matter within a healthy budget environment. One aspect not on the slide, but worth mentioning was the announcement on troop withdrawal from Afghanistan. As most of you are aware, we took a very conservative view in this area, which has proven to be prudent. So in short, no red flags coming from recent announcements, no red flags from the budget priorities, in fact very much aligned to what we presented in Investor Day, so very much aligned with our expectations. The market and our strategic positioning reaffirm our ongoing momentum. Now on to slide eight on sustainable technology. The market and key strategic themes shown on the slide continue to gather momentum. It's a hot market. The recent announcement from the Biden administration are fully aligned with these themes as we discussed at Investor Day. Our suite of technologies remains in high demand and I'm also pleased to announce a disruptive PDH technology K-PRO that was actually launched last year has secured its first commercial scale order. There are details on this on the right hand side of the slide, but to put it simply, this technology takes low value propane and converts it into high value propylene and it does so in a more sustainable and more cost effective manner than the competition. It is worth noting that the book-to-bill of heritage technology was 1.5 in the quarter. Led by important sales of exciting new disruptive technologies K-PRO, K-COT and K-SAAT. And bookings of these technologies dominated the tech book-to-bill as clients look to meet growing demand for propylene and high value clean refining solutions with our disruptive differentiated and in our view, often superior technologies. Now we've talked a lot about K-SAAT technology in the past and obviously I've just covered K-PRO. But I'd be remiss if I did not touch on K-COT and the K-COT win in the quarter which was a substantial booking by the team. Now K-COT is KBR catalytic olefins technology, it is the only and I repeat only technology of its kind in the market. Now this technology is unique and that it produces meaningfully higher volumes of propylene versus fastest competing technologies and as you know, propylene is in very, very high demand. Additionally K-COT is the only commercially proven continuous operating process on the market, which means the both capex and opex costs are substantially lower and the energy consumption and thus environmental impact are also greatly reduced. So in other words, it's highly monetizable at lower investment and operating costs translating into a higher ROI for our clients and at the same time advancing their sustainability agenda altogether very compelling. So staying on the right hand side of the slide, as you would expect the cadence of awards and our energy transition advisory business also increased and is a great early indicator of activity in that market. But it's clearly a step change in this activity and the cadence of new opportunities and awards has actually been above our expectation. Technology led industrial solutions also had a fantastic start to the year and the pipeline for our digital solutions that leverages our IP and our domain expertise and helps our customers reduce cost, enhance throughput, increasing efficiency while also advancing their own sustainability goals is resonating. As Mark will show you in a moment sustainable technology has come out of the gate strong in Q1, and we remain confident in delivering our 2021 guide that they will be a business that do sucker $1 billion in revenue, likely a bit more and with EBITDA margins in the mid teens, the high-end government business is a sustainable tech kicker. So on to slide nine on the pipeline. In Q1, we had some really nice wins and strategic areas as we just touched on so really following through on winning the right work. It starts on the right you will be familiar with you know the stellar recompete win rate, the balanced portfolio of opportunities over $1 billion and multiple sizable opportunities over $100 million showing both the overall scale of opportunity, but also a minimal concentration risk. The team has done a nice job across the customer set picking over $1.6 billion in awards and options in the quarter, a pleasing result and a typically like bookings quarter. The key message here is that the recent budget announcements we expect to see our pipeline remain robust. And the momentum we have is expected to continue. Now I'll remind you we have a low recompete year in 2021 and in 2022 and you can probably see why we're so bullish on the outlook. Now, when we announced guidance in late February, we stated that we had already secured over 70% seven zero percent of the work required to deliver the 2021 plan. In Q1, we had excellent execution, especially in sustainable technology and this combined with Q1 bookings has driven the level of secured revenue closer to 80% eight zero percent. So in short the markets and budgets remain very favorable. We continue to deliver while also and on that I'd just like to have big shout to our people who do an incredible job and do things that really matter. We are winning work and the differentiated areas we set out to do. Our ESG commitment and direct linked to shareholder value is super exciting and compelling and Q1 was a great start to what is shaping up to be a great 2021 and beyond. I now will hand over to Mark, who will give you some more color on the segments. I will pick up on Slide 11. So as you just heard, Q1 performance was generally in line with our 2021 guidance expectations and also our long range targets that we presented to you last month in our Investor Day. Revenues of $1.5 billion and $135 million of adjusted EBITDA are right in line with our fiscal 2021 guide of $6 billion top-line and 9% EBITDA margin. Cash was once again very strong out of the gate with free cash flow conversion coming in at 109% for the quarter. Stuart also said it was particularly encouraging is the quality of the work that's coming in, in new orders. We are winning high technology content defense, research and development and modernization contracts in line with our upmarket strategy. Trusted microelectronics, rapid research and development and prototyping and others that Stuart cited earlier and also in our release are really good examples. These programs are high priority high barrier to entry and in some cases leverageable to greater opportunities in the future. The same is true in sustainable tech a stellar quarter in bookings for proprietary process technologies, including strong bookings across our new disruptive sustainability focus technologies like you heard from Stuart K-COT, K-PRO and K-SAAT and measured progress on energy transition advisory and smart operations and maintenance awards. As I'll cover later, we did have some acceleration of profit in the first quarter, which were modestly relate our first half to second half earnings more toward the 45%, 55% mix versus our initial guide of 40%, 60%, but the bottom line here is, we are on track on all measures and thus reaffirming our guidance for the year. On to Slide 12. First as planned, we have collapsed into two segments Government Solutions, GS and Sustainable Technology Solutions STS. Highlights on the GS side include 19% top-line growth, 5% of which was organic. We absorbed a headwind from reduced of Middle East activity compared to last year with new growth areas, predominantly in sustaining and doing programs. We have underscored to reduce dependency on the Middle East contingency work and the 15% growth in Readiness & Sustainment highlights the enormous success of our team in driving growth from new more recurring sources that will carry forward. 15% net organic growth in light of the reduced of Middle East activity is one of the top success stories this quarter and hats off to Ella Studer and her team for delivering not only excellent service in the Middle East through all the transitions going on and through a global pandemic, but also at the same time amazingly capturing and realizing tremendous growth and baseline recurring programs elsewhere in the world truly remarkable. Growth came from sustaining O&M funded areas such as the important work our team does to plan, schedule and support training rotations at the National Training Center. We were pleased with a really nice new award that the team, one in the U.K. Stuart also mentioned that earlier and that will start contributing to earnings later this year. I'll also point out the nice balance of top-line contribution across all four business areas within GS, which is consistent with our strategic intentions of having low concentration risk, access to multiple funding channels and access to faster streams of funding growth as national priorities change. GS margins were a percentage point off of our long-term guide and this is primarily driven by timing items and provisions that we took for a legal matter. We do expect to achieve 10% EBITDA margins for the full year with strong contributions in the back half of the year driving that home. Now for STS, we're off to a great start in Q1 and are on track to meet the full year guide of $1 billion plus of revenue at mid-teen margins. As planned margins are vastly improved over last year, mostly from the fundamental improvement in business mix toward higher margin offerings and also the cost reductions we made last year in the overhead structure of that area. As Stuart mentioned profit was amplified in the first quarter by several percentage points on the favorable delivery of a sustainable technology project as well as an R&D investment recovery. These results were originally planned over several quarters this year, but due to good execution, early closeout and also accelerated cash collection of those items we recognized all of it in Q1, which is still be a great result from the team. Overall, while we likely had some margin variability this year due to timing and mix. We're confident as I said earlier, our full year guide of revenue and $1 billion plus zip code and margins in the mid-teens will be attained. Now on to Slide 13. Just a brief update here, there is no real change to our capital structure and deployment strategy, which we fully covered in the Investor Day just a few weeks ago. Net leverage edged down just one tick driven from growth in EBITDA to 2.3 and in case you missed it we bumped up our dividend for the second year in a row now at $0.11 per quarter, up 10% from the 2020 dividend level. And finishing up on Slide 14. As stated, we are reaffirming guidance on all measures for the full year 2021, the guide reflects a repositioned revenue profile in both our Government and Sustainable Tech businesses. On the government side, the guide reflects essentially an immaterial amount of Middle East contingency operations contribution replaced by upmarket advanced technology work and defense modernization, military and civil space, cyber security and a surge in growth from sustaining readiness and sustainment programs. On the STS side, the guide reflects lower overall revenues, but much higher barrier work areas with stronger margin attributes particularly fueled by our proprietary sustainable process technologies. These technologies R&D benefiting from much more commitment to greater energy efficiency and improved environmental outcomes across our entire contract base. This is now complemented with an attractive front end advisory offering which is gaining traction and a recurring smart operations and maintenance offering which leverages the large installed base of industrial and government customers we have worldwide. Altogether, the changes have produced a higher margin, strong cash flow business with well-established and reliable solutions in attractive end-markets. And on to our final slide, Slide 15. Our people continue to deliver, they really do an execution was again exemplary and we started 2021 well, a super strong performance across the entire business. Cash conversion, really important was again terrific and our balance sheet and liquidity position as Mark demonstrated our both healthy. The circa 80% eight zero percent of the work secured to deliver our 2021 guide under the strong Q1 now behind us, we are very confident of delivering 2021 and we reaffirm that guidance today. Now remember that guidance reflects a 20% plus increase in adjusted earnings per share from a very, very resilient 20 actual. As we reiterated at Investor Day, we continually endeavor to do that simple thing doing what we said we would do. ","compname announces q1 revenue of $1.5 bln. q1 revenue $1.5 billion. reaffirming fy 2021 guidance. " "Joining me on the call today are Don Kimble, our chief financial officer; and Mark Midkiff, our chief risk officer. I'm now turning to Slide 3. Our first quarter was a strong start to the year as we executed our strategy and delivered positive operating leverage relative to the year-ago period. We continued to grow the number of clients across our franchise. In the first quarter, we experienced the strongest growth in consumer households in five years. Additionally, we continue to add commercial clients and deepen existing relationships. We leverage the strength of our business model by raising over $13 billion for our commercial clients of which we retained approximately 19% on our balance sheet. And let me just say that's exactly the way our model is designed to work, taking advantage of attractive markets for the benefit of our clients while maintaining our credit discipline with that which we place on our balance sheet. We also launched our National Digital Bank, Laurel Road for doctors at the end of March. I will comment more on that shortly. In addition, we announced the acquisition of AQN Strategies, a client-focused analytics firm with deep expertise in the financial services industry. The acquisition aligns to Key's relationship strategy and underscores our commitment to a data-driven approach to grow our business. We also identified 70 branches for consolidation representing approximately 7% of our network. We continue to lean into digital. Most of these closures will take place in the second quarter. Moving to our financial results for the quarter. We reported net income of $591 million or $0.61 per share for the first quarter. On a per share basis, this is an increase of 9% from the fourth-quarter results and up significantly from the year-ago period. We generated record first-quarter revenue, which reflected broad-based growth across our company, driven by our fee-based businesses. Our investment banking business achieved record first-quarter revenues with growth across the platform. This is an area where we have invested in our teammates and made targeted acquisitions to enhance our capabilities, including such areas as healthcare and technology. We have grown this business in eight of the last nine years, including having a record year in 2020, and we expect to grow this business again in 2021. We reached a new milestone in our consumer mortgage business with record loan originations of $3 billion for the quarter. In addition to adding high-quality loans to our balance sheet, consumer mortgage fees were up 135% from the year-ago period. Our outlook for this business remains positive as we continue to grow and take market share. We reported a record $8.3 billion of originations in 2020, and we expect to eclipse that level this year. Other contributors to fee income this quarter were trust and investment services and cards and payments income. Credit quality remains strong. Non-performing loans, net charge-offs and criticized loans were all down from the prior quarter. We continue to support our clients while maintaining our moderate risk profile, which has and will continue to position the company to perform well through the business cycle. Finally, we have maintained our strong capital position while continuing to return capital to our shareholders. Our common equity Tier 1 ratio ended the quarter at 9.8%, which is above our targeted range of nine to nine and a half percent. Our strong capital position enables us to execute against our capital priorities, organic growth, dividends and share repurchases. This quarter, we repurchased $135 million of common shares. Our board of directors also approved our first-quarter common stock dividend of 18 and half cents a share. Now turning to Slide 4. We acquired Laurel Road, a born digital company in April of 2019. The acquisition has exceeded all of our expectations. It has accelerated our digital transformation and has been a great complement to our existing healthcare platform. Since our acquisition, Laurel Road has generated over $4.6 billion in high-quality loan originations adding high-value digital relationships with healthcare professionals. We also have the opportunity to continue to scale this business. At the end of March, we took the next step on this journey with the launch of our Digital Bank, Laurel Road for Doctors, serving the healthcare segment and expanding our consumer franchise nationally. Importantly, our approach to our Digital Bank is differentiated. Historically, many offerings have been product-centric or focused on deposit gathering. Ours is a fully -- is fully aligned with our relationship strategy. The launch broadened our offering for Laurel Road clients to include deposits, additional lending products and other value-added services created to meet the unique financial needs of healthcare professionals. The launch was an important milestone in our digital journey, which brings together critical elements of our strategy, targeted scale, digital, healthcare and primacy. Right now, we are focused on physicians and dentists, but soon, we will expand to other medical professionals. Importantly, this launch is not the end goal but rather just the beginning. I will close my remarks by restating that I am pleased with our results for the quarter and our strong start for 2021. I am proud of what we have achieved as a team and remain optimistic about the future as we emerge from the pandemic and the economy continues to recover. Key is well positioned to grow and deliver on our commitments for all of our stakeholders. I'm now on Slide 6. As Chris said, it was a strong start to the year with net income from continuing operations of $0.61 per common share, up 9% from the prior quarter and over four times from the year-ago period. The quarter reflected a net benefit from our provision for credit losses. The reserve release was largely driven by expected improvement in the economic environment. Importantly, we generated a record first-quarter revenue, driven by the strength in our fee-based businesses. Turning to Slide 7. Total average loans were $101 billion, up 5% from the first quarter of last year, driven by growth in both commercial and consumer loans. Commercial loans reflected Key's participation in PPP, partially offset by decreased utilization. PPP loans had an impact of $7 billion in the first quarter of 2021 average balances. Consumer loans benefited from the continued growth from Laurel Road and as Chris mentioned, record performance from our consumer mortgage business with $3 billion of consumer mortgage loans this quarter. The investments we have made in these areas continue to drive results and importantly, add high-quality loans and relationships. Linked quarter average loan balances were down 1%, reflecting lower commercial utilization rates and a reduction in average PPP balances. We had just under $1 billion of PPP forgiveness in the current quarter. Consumer loans were up 1% from the prior quarter, again related to continued production from consumer mortgage and Laurel Road. Continuing on to Slide 8. Average deposits totaled $138 billion for the first quarter of 2021, up $28 billion or 25% compared to the year-ago period and up 1.5% from the prior quarter. The linked quarter and year-ago comparisons reflect growth in both commercial and consumer balances, which benefited from government stimulus. The growth was offset by continued and expected decline in time deposits. The interest-bearing deposit costs came down another 3 basis points from the fourth quarter of 2020, following an 8-basis-point decline last quarter. We continue to have a strong, stable core deposit base with consumer deposits accounting for over 60% of our total deposit mix. Turning to Slide 9. Taxable equivalent net interest income was $1.012 billion for the first quarter of 2021 compared to $989 million a year ago and $1.043 billion for the prior quarter. Our net interest margin was 2.61% for the first quarter of 2021 compared to 3.01% for the same period last year and 2.7% from the prior quarter. Both net interest income and net interest margin were meaningfully impacted by significant growth in our balance sheet compared to the year-ago period. The larger balance sheet benefited net interest income but reduced the net interest margin due to the significant increase in liquidity driven by strong deposit inflows. Compared to the prior quarter, net interest income decreased $31 million and the margin declined 9 basis points. The decrease in net interest income was caused by the day count of approximately $14 million, lower loan fees of $8 million and lower loan balances resulting in an additional $8 million reduction to NII. Net interest margin also reflected a 4-basis-point reduction due to the increases in our liquidity position. Moving on to Slide 10. We have continued to see growth in our fee-based businesses. Non-interest income was $738 million for the first quarter of 2021 compared to $477 million for the year-ago period and $802 million in the fourth quarter. Compared to the year-ago period, non-interest income increased 55%. We had a record first quarter for investment banking and debt placement fees, which reached $162 million driven by broad-based strength across the platform. This quarter, both debt and equity markets were especially strong. Record mortgage originations drove mortgage -- consumer mortgage fees this quarter, which were up $27 million or 135% from the first quarter of '20. Cards and payments income also increased $39 million related to higher prepaid card activity from state government support programs as well as the growth in the core platform. Other income in the year-ago period included $92 million of market-related valuation adjustments. Compared to the fourth quarter, non-interest income decreased by $64 million. Largest driver of the quarterly decrease was seasonality in our investment banking line coming off an all-time high record quarter. This was partially offset by the strength in trust and investment services income and cards and payments income. I'm now on Slide 11. Total non-interest expense for the quarter was $1.071 billion compared to $931 million last year and $1.1 billion in the prior quarter. The increase from the prior year is primarily in personnel expense related to higher production-related incentive compensation, which increased $58 million and the increase in our stock price resulting in a $36 million increase compared to last year. Employee benefit costs also increased $15 million. Year over year, payments-related costs reported in other expense were $32 million higher, driven by higher prepaid activity. Computer processing expense this quarter was elevated related to software investments across the platform, accounting changes and timing differences. Compared to the prior quarter, non-interest expense decreased $57 million. The decline was largely due to lower production-related incentives and severance costs. Moving now to Slide 12. Overall, credit quality continues to outperform expectations. For the first quarter, net charge-offs were $114 million or 46 basis points of average loans. Our provision for credit losses was a net benefit of $93 million. This was determined based on our continued strong credit metrics as well as our outlook for the overall economy and loan production. Non-performing loans were $728 million this quarter or 72 basis points of period-end loans, a decline of almost $60 million from the prior quarter. Additionally, criticized loans declined and the 30- to 90-day delinquencies also improved again quarter over quarter with a 5-basis-point decrease, while the 90-day plus category remain relatively flat. Now on to Slide 13. Key's capital position remains an area of strength. We ended the first quarter with a common equity Tier 1 ratio of 9.8%, which places us above our targeted range of nine to nine and a half perccent. This provides us with sufficient capacity to continue to support our customers and their borrowing needs and return capital to our shareholders. Importantly, we continue to return capital to our shareholders in accordance with our capital priorities. Our board of directors approved a first-quarter dividend of $0.185 per common share. We also repurchased $135 million of common shares under the share repurchase authorization we announced in January of up to $900 million. This leaves us with a capacity of up to $765 million for the next two quarters. On Slide 14, we provide our full-year 2021 outlook, which we've adjusted to reflect our strong start to the year, positive momentum in our business and more favorable revenue outlook. Consistent with our prior guidance, we expect to deliver positive operating leverage for the year. Average loans are expected to be relatively stable, reflecting continued momentum in our consumer areas, the impact of PPP and stronger commercial growth in the second half of the year. The first quarter should be the low point of the year with expected growth from here. We expect deposits to be up mid-single digits and that we will continue to benefit from our low-cost deposit base. Net interest income should be up low single digits. Our net interest income will benefit from higher loan fees related to PPP forgiveness and continued deployment of some of the excess liquidity, offset by the ongoing impact of low rates. non-interest income should be up mid-single digits, reflecting the growth in most of our core fee-based businesses. Non-interest expense should be relatively stable, reflecting higher production-based incentives related to our improved revenue outlook. Our continuous improvement efforts and branch consolidation plans remain on track and will help support our ongoing investments in talent and to stay at the forefront of our digital offerings. Moving on to credit quality. We have reduced our net charge-off guidance, which is now expected to be in the 35 to 45-basis-point range for the year. This reflects the quality of our portfolio and our current outlook. And our guidance for our GAAP tax rate remains unchanged at around 19% for the year. Finally, shown at the bottom of the slide are our long-term targets, which remain unchanged. We expect to continue to make progress on these targets by maintaining our moderate risk profile and improving our productivity and efficiency, which will drive returns. Overall, it was a good start to the year, and we remain confident in our ability to deliver on our commitments to all of our stakeholders. ","compname reports record q1 2021 net income of $591 million, or $.61 per diluted common share. compname reports record first quarter 2021 net income of $591 million, or $0.61 per diluted common share. taxable-equivalent net interest income was $1.0 billion for q1 versus taxable-equivalent net interest income of $989 million. average loans were $100.7 billion for q1 of 2021, an increase of $4.6 billion compared to q1 of 2020. qtrly net loan charge-offs $114 million versus $84 million. qtrly provision for credit losses was net benefit of $93 million versus an expense of $359 million in q1 2020. " "I'm pleased to report that Korn Ferry once again achieved all-time financial performance highs. Revenue was up 47% and our diluted and adjusted diluted earnings per share were $1.38 and $1.53, respectively. And our adjusted EBITDA margin was 21.1%. I think our performance over recent quarters has reached a new level of scale and it speaks to the resiliency and agility of our colleagues, as well as our operational excellence, amid a time of enormous transition and secular change. And this aligns with our businesses. Today, wherever and whenever strategy meets talent, Korn Ferry is at that cross section, enabling agility in a world that will undoubtedly be in transition for the next several years. Our strategy in the New Year will be to continue to innovate, replicate, and scale, allowing people and organizations to exceed their potential in this rapidly changing world. Elements of our strategy will include driving a top-down go-to-market strategy, through our Marquee and Regional Accounts, which represent about 36% of our portfolio and that not only facilitates growth and enduring partnerships, but is also key to more scalable and durable revenues. For example, in the quarter, about 30% of our revenue was driven by cross referrals within our firm, demonstrating the effectiveness of our go-to-market strategy. Although our search businesses, both Pro Search and Executive Search combined represent about 45% of our revenue, we believe there is still substantial market opportunity ahead, given the acceleration of an increasingly nomadic labor market. It's one of the reasons we acquired the Lucas Group during the quarter, a move that adds breadth and depth to Korn Ferry's search portfolio. Looking at our digital and consulting businesses, we will continue to innovate, marrying Korn Ferry's capabilities with tomorrow's opportunities. From ESG to DE&I to M&A services and we're also going to further push the monetization of our IP and move more of our digital business to a subscription offering. We're going to also scale our learning development outsourcing or LDO capabilities, leveraging our Korn Ferry Advance platform, in which we now have completed 50,000 development and coaching sessions. And lastly, we're going to deploy a balanced capital allocation strategy, including a disciplined approach to M&A. Looking ahead, I truly feel we have the strategy, the people, the diversity of solutions and expertise to help our clients drive performance in this new world and our results clearly reflect this reality. We look forward to keeping up the momentum in the New Year ahead. And with that, I am joined by Bob Rozek and Gregg Kvochak. Let me start with a few comments before I jump into the second quarter results. So, I've always felt that the best way to measure success is through performance and if you look at our performance coming out of the COVID recession, it's really been and continued to be exceptional and that's reflected in our Q2 results. There's no doubt that the world we live in has changed for good. Today, more than ever, our clients are facing unprecedented organizational and human capital challenges as workforces are transformed and digitized, as corporations are called upon to have greater environmental, social and governance responsibilities, as organization strive to have work environments that are inclusive and free from bias, so even as companies are challenged to grow in a post-COVID environment. These are real secular changes, creating real and challenging business issues for companies across the globe and it's a fact that no business issue has ever been solved without the involvement of people and that's really where Korn Ferry comes in. I mean that's our sweet spot, right. Our core and integrated solutions line up perfectly with the secular changes that companies across the globe are wrestling with today, whether it's finding the right talent in a dislocated labor market to accelerating the top line growth or to even keeping employees engaged, motivated, appropriately rewarded and retained in this new and evolving work and social environment. As these forces continue to shape the workplace, our clients, in growing numbers, continue to recognize the role that our people and our solutions play in helping them solve their most pressing business issues through their most precious asset, their people. I would also say that this is not our 15 minutes of fame. I mean these secular changes that we're all feeling are real and they are here to stay. In my view, I think, I really believe that we're in the first inning of a long ball game. Now just as market demand has been strong, our execution has been stronger, driving our fee revenue, earnings and profitability to new all-time highs. Now I'm going to turn to Q2 results. So as Gary mentioned, fee revenue in the second quarter grew $204 million or 47% year-over-year and $54 million or 9% sequentially, reaching an all-time high of $639 million. Fee revenue growth in the quarter for our consolidated Executive Search business was up 59% year-over-year and up 9% sequentially while our RPO and Professional Search business was up 76% year-over-year and 8% sequentially. Growth for our Consulting and Digital businesses was also very strong. Consulting grew 30% year-over-year and 11% sequentially, while Digital was up 18% year-over-year and 10% sequentially. Turning to earnings and profitability, they also grew to new highs in the quarter. Our adjusted EBITDA grew $69 million year-over-year and $13.5 million or 11% sequentially to $135 million with an adjusted EBITDA margin of 21.1%, both are new quarterly highs. Our earnings and profitability continue to benefit from both higher consultant and execution staff productivity and lower G&A spend. Adjusted fully diluted earnings per share also advanced to a new high in the quarter, improving to a $1.53, which was up $0.99 compared to adjusted fully diluted earnings per share in the second quarter of fiscal '21 and actually up $0.16 or 12% sequentially. When you compare our business today through the first six months to the same period in fiscal year '20 and that's the pre-pandemic period just two years ago, both our scale and our profitability are up dramatically. Our firm's fee revenue for the fiscal year '22 Q2 year-to-date period is up 25% with double-digit growth in every line of business. Our adjusted EBITDA over the same comparison period is up 67%, that's nearly 3 times greater than fee revenue growth and our adjusted EBITDA margin is up 530 basis points to nearly 21%. Our earnings power has never been higher. As I look at new business, that also accelerated in the quarter, reaching new highs for each of our lines of business. On a consolidated basis, new business awards, excluding RPO, were up 40% year-over-year and up approximately 8% sequentially. RPO new business was also extremely strong with a record $136 million of total contract awards. This consolidated record level of new business across the -- all of our business lines in the second quarter really provides us with a very solid backlog, entering the fiscal third quarter. Our investable cash position also remained strong. At October 31, the end of the second quarter, cash and marketable securities totaled $997 million. Now, when you exclude amounts reserved for deferred compensation arrangements and accrued bonuses, our global investable cash balance at the end of the second quarter was approximately $591 million and that's up about $133 million or 29% year-over-year. It should be noted that this investable cash position includes approximately $90 million that was used to acquire the Lucas Group on November 1. We continue to take our balanced approach to allocation of capital. In addition to the Lucas Group and investing in the hiring of additional fee earners and execution staff, year-to-date, we've repurchased approximately $14 million of our stock and have paid cash dividends of approximately $14 million as well. With that -- excuse me. I'm going to start with KF Digital. Global fee revenue for KF Digital was $88.6 million in the second quarter, which was up 18% year-over-year and up 10% sequentially. The subscription and licensing component of KF Digital fee revenue grew to $26 million in the second quarter, which was up 16% year-over-year and up 7% sequentially. Additionally, global new business for KF Digital in the second quarter grew 29% year-over-year to a new high of $114 million with $44 million or 39% related to subscription and license services. Earnings and profitability also continued to grow for KF Digital in the second quarter with adjusted EBITDA of $28.6 million and a 32.2% adjusted EBITDA margin. Now turning to Consulting. In the second quarter, Consulting generated $164.9 million of fee revenue, which was up approximately $38 million or 30% year-over-year and $16 million or 11% sequentially. Fee revenue growth continued to be broad-based across all solution areas and strongest regionally in North America, which was up over 43% year-over-year. Consulting new business also reached a record high in the second quarter, growing approximately 17% year-over-year and 2% sequentially. Regionally, new business growth was also broad-based in the second quarter with continued strength in North America and improving trends in EMEA and APAC. Adjusted EBITDA for Consulting in the second quarter improved to $30.1 million with an adjusted EBITDA margin of 18.2%. Growth for RPO and Professional Search continued to improve in the second quarter. Globally, fee revenues grew $150.4 million, which was up 76% year-over-year and up approximately $11 million or 8% sequentially. Both RPO and Professional Search continued to take advantage of post-recession dislocation in the labor market for skilled professionals. RPO fee revenue grew approximately 69% year-over-year and 10% sequentially, while Professional Search fee revenue was up approximately 88% year-over-year and 5% sequentially. Sequentially, both the number of new search assignments and the average fee per assignment were up double digits for Professional Search. New business wins for both RPO and Professional Search were also extremely strong in the second quarter, reaching new all-time highs. Professional Search new business was up 13% sequentially and RPO was awarded a record $136 million of new contracts, consisting of $28 million of renewals and extensions and $108 million of new logo work. Adjusted EBITDA for RPO and Professional Search continued to scale with revenue improving to $36.3 million with an adjusted EBITDA margin of 24.1%. Finally, in the second quarter, global fee revenue for Executive Search reached another new all-time high of $235 million, which was up 59% year-over-year and up 9% sequentially. Growth was also broad-based and led by North America, which grew 74% year-over-year and over 14% sequentially. Fee revenue in our international regions remained steady in the second quarter. EMEA and APAC were up approximately 34% and 36%, respectively, measured year-over-year, and essentially flat sequentially. We continue to invest in expanding our team of consultants in the second quarter. The total number of dedicated Executive Search consultants worldwide at the end of the second quarter was 570, up 58% year-over-year and up 5%, sequentially. Annualized fee revenue production per consultant in the second quarter improved to a record $1.66 million and the number of new search assignments opened worldwide in the second quarter was up 37% year-over-year and 5% sequentially to a new all-time high of 1,830. In the second quarter, global Executive Search adjusted EBITDA grew to approximately $66 million, which was up $38 million year-over-year and up $4.5 million or 7% sequentially. Adjusted EBITDA margin in the second quarter was 28.1%. As I mentioned earlier, new business in the second quarter grew to a new all-time high and it actually accelerated each consecutive month in the quarter and that positions us with a very strong backlog entering our third fiscal quarter. In fact, as we ended the quarter, October and September were our first and second highest new business months ever. While our third quarter is usually our most seasonal quarter as both our clients and colleagues take time off during the year and holiday seasons. However, November was also an excellent month for new business, actually eclipsing September as the second highest month ever, and that was up 37% year-over-year. Now if monthly trends in each of our lines of business are consistent with our historical patterns and the market conditions remain strong, we would expect December to be seasonally slower than November with demand accelerating and peaking at a quarter high in January. Additionally, we will continue to make investments in consultants and execution staff to fuel future growth, and we expect employee productivity to remain strong and G&A spend to remain at current levels in the third quarter, keeping both earnings and profitability strong. Now assuming no new major pandemic-related lockdowns or changes in worldwide economic conditions, financial markets, and foreign exchange rates, and including fee from the Lucas Group, we expect our consolidated fee revenue in the third quarter of fiscal '22 to range from $640 million to $660 million and our consolidated adjusted diluted earnings per share to range from $1.42 to $1.58 while our GAAP diluted earnings per share should range from $1.38 to $1.56. As we look ahead to the New Year, we see a great opportunity to continue to build on our strong financial performance. Based on the strength or I should say the continuing strength of our new business trends, it is evident to us that our portfolio of solutions will have a continuing relevance as companies address the secular changes I previously discussed. We will continue to execute at a high level and there is little doubt that we are well positioned to take more than our fair share of the growing market. Korn Ferry has never been better positioned to serve all of its constituencies; colleagues, clients, candidates and shareholders for years to come. With that, we would be glad to answer any questions you may have. ","q2 earnings per share $1.38. fee revenue of $639.4 million in q2 fy'22, an increase of 47%. q3 fy'22 fee revenue is expected to be in range of $640 million and $660 million. qtrly adjusted diluted earnings per share was $1.53. q3 fy'22 diluted earnings per share is expected to range between $1.38 to $1.56. q3 fy'22 adjusted diluted earnings per share is expected to be in range from $1.42 to $1.58. " "That release has further information about these adjustments and reconciliations to comparable GAAP financial measures. Let me start with the headlines for the quarter. Organic sales increased 3% with good underlying momentum and benefits from increased demand related to COVID-19. We significantly increased our growth investments and improved our market positions. We had another strong quarter of achieving cost savings and returning cash to shareholders. And finally, while earnings were down as expected, we are increasing our full-year outlook. Now let's look at the details of our results, starting with sales. Our third quarter net sales were $4.7 billion. That's up 1% from year ago and includes a two-point drag from currency rates. Volumes were up 2% and the combined impact of changes in net selling prices and product mix increased sales by 1%. By segment, organic sales rose 10% in Consumer Tissue and 5% in Personal Care, but declined 15% in K-C Professional. Mike will talk more about our top-line and our market share performance in just a few minutes. Moving on to profitability. Third quarter adjusted gross margin was 36.2%, up 40 basis points year-on-year. Adjusted gross profit increased 2%. We had excellent cost savings performance in the quarter. Combined savings from our FORCE and restructuring programs totaled $140 million, including continued strong productivity improvements. Commodities were a benefit of $25 million in the quarter driven by pulp and other raw materials. Other manufacturing costs were higher year-on-year that included incremental costs related to COVID-19. Foreign currencies were also a headwind reducing operating profit by a high single digit rate in the quarter. Moving further down the P&L. Between the lines spending was 18.9% of sales. That's up 180 basis points and driven by a big step up in digital advertising. G&A also increased including capability-building investments and higher incentive compensation expenses. We expect between the lines spending will rise further sequentially in the fourth quarter. Our SG&A spending is typically high in the fourth quarter and this year we'll also have project activities that were temporarily delayed because of COVID-19. All in all, for the fourth quarter-for the third quarter, sorry, adjusted operating profit was down 6% and operating margin was 17.2%, down 130 basis points versus year ago. By segment, operating margins were up in Consumer Tissue and Healthy and Personal Care. K-C Professional margins were down significantly, including an approximate 600 basis-point drag from fixed costs under absorption. On the bottom-line, adjusted earnings per share were $1.72 in the quarter, compared to $1.84 in the year-ago period. Turning to cash flow and capital efficiency. Cash provided by operations in the third quarter was $559 million compared to $886 million in the year-ago quarter. The decrease was as expected and driven by the timing of tax payments and higher working capital. We continue to allocate capital in shareholder-friendly ways. Third quarter dividends and share repurchases totaled approximately $560 million. And for the full year, we expect the total will be $2.15 billion. So let me now turn to the full year. The overall headline is that we're raising our top and bottom-line outlook. On the top-line, we now expect organic sales growth of 5% compared to our prior target of 4% to 5%. Through nine months, organic sales are up nearly 6% and we expect a solid fourth quarter. On average, we expect slightly less headwinds from currency rates than previously anticipated. In addition, we'll begin consolidating the Softex Indonesia business into our results on November 1 on a one-month lag. All in all, we expect net sales will grow 2% to 3% this year. That's one point better than our previous estimate. On the bottom-line, our new outlook is for adjusted earnings per share of $7.50 to $7.65. That represents year-on-year growth of 9% to 11%. Our prior outlook was for adjusted earnings per share of $7.40 to $7.60. The increase in our outlook is driven by improved top line, partially offset by higher incentive compensation expense and other manufacturing costs. Overall, I'm encouraged that we're improving our near-term outlook and investing significantly in the business for longer-term growth. I'll begin by reinforcing that we remain focused on three near-term priorities that we established since the outbreak of COVID-19. First, we're focused on protecting the health and safety of our employees and our consumers. Second, we're proactively managing our supply chain to ensure supply of our essential products. And third, we're prudently managing the business through near-term volatility, while continuing to strengthen the long-term health of Kimberly Clark. Our 40,000 employees continue to do heroic work in this COVID environment. Our supply chain operations have remained online with strong productivity gains and fewer COVID-related disruptions over the last three months. The environment is still dynamic and we're closely monitoring virus hotspots. And thus far, our supply chain has been resilient and our teams have done a great job overcoming daily challenges. Now turn to our results focusing on organic sales category conditions and our market shares. As Maria mentioned, organic sales increased 3% in the quarter. In North American consumer products, organics sales rose 8%. Now within that Personal Care grew 6% driven by broad-based volume growth in baby and child care. We improved our market shares on diapers, baby wipes, and in child care. In late July, we launched Pull-Ups New Leaf training pants which features super-soft natural materials and is our most premium training pants. This is another example of our elevate the core strategy and action. And New Leaf is off to a very good start. In North American consumer tissue, organic sales increased to 11% and that reflects strong demand due to the COVID-19 work from home environment and strong momentum on Kleenex facial tissue. Bathroom tissue shipments benefited from our efforts to restore customer inventory levels. In the fourth quarter, we expect more benefit from those efforts and from people continuing to spend more time at home. Our market share performance in North American consumer products was strong in the third quarter; shares were upper even in six of eight categories. Turning to K-C Professional North America, organic sales declined 15%. Sales were down about 35% in washroom products. And as you'd expect, the category has been significantly impacted. There are fewer people working in offices and lower levels of business activity, including in travel and lodging. Sales were a bit better in September, but we're planning for only a modest near-term improvement in the environment. On the other hand, KCP sales were up double digits in wipers, safety and other products. Our efforts to expand our face mask business by leveraging our superior non-wovens technology is off to a good start. We're also expanding our wipers line-up with Scott 24-Hour, which delivers long-lasting surface protection from bacteria. Moving to D&E markets, organic sales were up 2% that was driven by 7% growth in Personal Care. In terms of key personal care markets, organic sales were up mid-teens in China, mid-single digits in both Latin America and Eastern Europe and strong double-digits in India. Organic sales were down mid-single digits in ASEAN. We also improved our market shares in many countries in the quarter. And that includes Brazil, China, throughout Eastern Europe, India, and Peru. While category conditions remain difficult in many D&E countries, government restrictions on social mobility and store operations have eased somewhat since the last quarter. Finally, in developed markets, organic sales were up 3% driven by strong growth in consumer tissue. Looking ahead, we're launching Kleenex Proactive Care in the UK and other markets in EMEA. This lineup includes hand towels, anti-bacterial hand and face wipes, sanitizing gel, and face masks. Now in terms of market share performance, we continue to make good progress. We're on track to grow or maintain share in approximately 60% of the 80 category/country combinations that we track. This is a result of higher investment levels, innovations, and strong in-market executions. Our capabilities are driving our results and our investments are working hard for us. Through nine months, I'm very encouraged with our performance, how we're navigating this environment and how our teams are taking care of each other and our customers. Before closing, I'd like to comment on our recent acquisition of Softex. This transaction is a strong strategic fit with our focus on accelerating growth in personal care in D&E markets. Softex expands our presence in a high-growth market where we had limited exposure. The diaper market in Indonesia is already the sixth largest in the world, and that's projected to nearly triple in size over the next decade. Our Softex team has built a strong business with deep local market knowledge, excellent brands and market positions and strong profitability. This transaction improves our underlying growth prospects, and we're looking forward to leveraging our combined strengths in innovation, marketing, and go-to-market. In conclusion, we're managing through the COVID environment safely and effectively. We remain optimistic about our opportunities to generate long-term growth and create shareholder value. We're investing in our brands and improving our market positions. We are raising our full-year outlook and are on track to achieve excellent financial results. And we continue to operate our business with a balanced and sustainable approach as we execute K-C strategy 2022. ","compname announces q3 adjusted earnings per share $1.72. q3 adjusted earnings per share $1.72. q3 sales $4.7 billion versus refinitiv ibes estimate of $4.59 billion. sees fy 2020 adjusted earnings per share $7.50 to $7.65. now targeting full-year 2020 organic net sales growth of 5 percent and adjusted earnings per share of $7.50 to $7.65. q3 personal care segment sales of $2.3 billion increased 1 percent. delivered solid organic sales growth in q3, with good underlying performance and increased demand because of covid-19. q3 consumer tissue segment sales of $1.6 billion increased 9 percent. qtrly consumer tissue segment sales of $1.6 billion increased 9 percent. sees fy adjusted operating profit growth of 8 to 10 percent. outlook continues to assume no significant impact from potential supply chain disruptions as a result of covid-19. sees fy net sales increase of 2 to 3 percent. " "We will be referring to that slide deck throughout today's call. I'm Kelly Boyer, Vice President of Investor Relations. Joining me on the call today are Chris Rossi, President and Chief Executive Officer; and Damon Audia, Vice President and Chief Financial Officer. And as such, involve a number of assumptions, risks and uncertainties that could cause the company's actual results, performance or achievements to differ materially from those expressed in or implied by such statements. Risk factors and uncertainties are detailed in Kennametal's SEC filings. In addition, we will be discussing non-GAAP financial measures on the call today. Reconciliations to GAAP financial measures that we believe are most directly comparable can be found at the back of the slide deck and on our Form 8-K on our website. I'll start today's call with some general comments on our strong results this quarter and some recent strategic wins as well as our expectations for Q2 and the full year. We posted strong results this quarter by successfully executing our commercial and operational excellence initiatives as underlying demand continued to improve. Our sales performance was in line with our expectations, increasing 19% organically year-over-year and outpacing our normal quarter-over-quarter seasonal trend. Year-over-year, we experienced growth in all regions and end markets due to our strategic initiatives and improvement in underlying demand. Within our end markets, the strongest performance was in general engineering, energy and aerospace, with aero returning to growth this quarter after eight quarters of decline. Transportation increased as well with 14% growth year-over-year and outpaced the normal sequential decline. That said, increasing production cuts due to chip shortages and other supply chain challenges limited transportation customer demand in the quarter. Our strong operating leverage resulted in adjusted EBITDA margin improving significantly by 730 basis points to 18.6%, demonstrating the benefits of the investments we have made over the last few years. Operating expense as a percentage of sales decreased year-over-year to 21% and sequentially was flat on lower sales. Our target for operating expense remains at 20%. Adjusted earnings per share improved significantly to $0.44 compared to $0.03 in the prior year quarter. Free cash flow was approximately breakeven, which is significantly better than our typical Q1 use of cash. As a reminder, cash flow in the first quarter of the fiscal year is affected by the payment of performance-based compensation. We also began our recently announced share repurchase program, buying back $13 million of shares in the quarter, reflecting the high level of confidence we have in our growth and margin improvement initiatives and free cash flow generation. Looking ahead, we believe the underlying market demand is strong. However, some customers' production levels in the near-term are being affected to varying degrees by supply chain bottlenecks and other uncertainties. For example, there's not yet been a notable improvement in the supply of semiconductor chips, which affects the metal cutting operations of our transportation and associated general engineering customers. And although we do not expect the situation to get worse, we believe it is likely to continue to constrain customer production levels in Q2. However, public comments for auto companies suggest the situation may start to improve in the second half of fiscal year 2022. So, we expect revenue growth in transportation and associated general engineering to improve when our customers are able to increase production to meet the pent-up demand. Another source of uncertainty is related to potential power disruptions in certain regions like China, where they are rationing power to varying degrees in some provinces, which could affect customer production levels. Thus far, we've not seen a material effect on customer demand, but it is a source of uncertainty going forward. Nevertheless, despite the production slowdowns related to the chip shortages and other uncertainties, we expect Q2 sales to be up 9% to 14% year-over-year and in line with the normal sequential growth pattern of 1% to 2%, which highlights the relative strength of our other end markets outside of transportation. Now, as it relates to our own operations, inflation, supply chain bottlenecks and other uncertainties are presenting some challenges, but we believe to a far lesser extent than some of our customers and other manufacturers. We're benefiting from our in-region/for-region local supply chain setup and inventory planning geared toward increasing on-time performance and availability levels. And our proactive pricing approach, we believe, will continue to be effective in dealing with inflationary pressures. So, as always, we'll continue to focus on what we can control. And despite the existing market and supply chain uncertainties, we remain confident in driving strong underlying operating leverage for the full year. We've always had world-class application engineering expertise and product innovation, and we continue to leverage these core strengths to win with customers. In addition, the investments we've made over the last few years have improved quality and delivery performance, resulting in higher levels of customer service. As you can see from the slide, our commercial excellence initiatives continue to deliver. Through our innovation and leadership in machining electric vehicle components, we continue to win business with auto manufacturers as they add more hybrid and electric vehicles to their product portfolios. Our focus on channel access and fit-for-purpose video brand tooling, we have seen success in displacing competitors at aero tier suppliers in Asia Pacific. We continue to deliver innovative solutions for machining components and renewable energy equipment like wind turbines, where we provided a new drilling solution, improving productivity by 200% and extending tool life by 700%. Finally, we continue to drive share gains through our focus on expanding our wear-resistant solutions to mining adjacencies like surface mine. So, collectively, our product innovations and commercial and operational excellence are a winning value proposition, driving share gains and strong operating leverage. I will begin on slide four with a review of Q1 operating results on both the reported and adjusted basis. As Chris mentioned, we leverage our modernizes footprint to drive strong results this quarter. Sales increased by 21% year-over-year and 19% on an organic basis with foreign currency contributing 2%. On a sequential basis, sales declined only 6%, which is less than our normal Q4 to Q1 seasonal decline. Adjusted gross profit margin increased 650 basis points to 33.5%. Adjusted operating expense as a percentage of sales decreased 210 basis points year-over-year to 21.2%, approaching our target of 20%. Adjusted EBITDA and operating margins were up significantly by 730 and 870 basis points, respectively. The strong year-over-year margin performance was due to significantly higher volume and associated absorption as well as strong manufacturing performance, including some simplification/modernization carryover benefits. Price and mix were also positive contributors. These factors were partially offset by the removal of $15 million of temporary cost control actions taken in the prior year and a slight headwind from higher raw material costs beginning to flow through the P&L. The adjusted effective tax rate in the quarter of 26.9% was lower year-over-year, primarily as a result of higher pre-tax income. We reported GAAP earnings per share of $0.43 versus an earnings per share loss of $0.26 in the prior year period. On an adjusted basis, earnings per share was $0.44 per share versus $0.03 in the prior year. The main drivers of our improved adjusted earnings per share performance are highlighted on the bridge on slide five. The effect of operations this quarter were $0.33, which included approximately $0.04 of simplification/modernization carryover benefits and the negative effect of approximately $0.12 from temporary cost control actions taken last year. The factors contributing to a substantial improvement are the same as the drivers of our strong margin performance this quarter that I just reviewed. Taxes and currency contributed $0.04 and $0.02, respectively. Slide six and seven detail the performance of our segments this quarter. Metal Cutting sales in the first quarter increased 19% organically year-over-year compared to a 23% decline in the prior year period. A foreign currency benefit of 2% was partially offset by fewer business days, which amounted to 1%. All regions posted year-over-year sales growth with the Americas leading at 22%, followed by EMEA at 21%. Asia Pacific posted more modest growth at 7%, reflective of the timing of the economic recovery from the pandemic, reduced government subsidies for wind energy year-over-year as well as lower industrial activity, mainly in transportation. Year-over-year, all end markets also posted gains this quarter with general engineering, leading with strong growth of 23%. Aerospace grew 19% year-over-year and transportation, 14%. Energy grew 1% year-over-year. Adjusted operating margin increased substantially to 10.2%, a 920 basis point increase over the prior year quarter. The increase was driven by higher volume, mix, favorable pricing versus raw material increases and manufacturing performance, including benefits from simplification/modernization carryover. These were partially offset by temporary cost control actions taken in the prior year. Turning to slide seven for Infrastructure. Organic sales increased by 19% year-over-year compared to a decline of 18% in the prior year period. A foreign currency benefit of 3% was partially offset by fewer business days of 1%. Again, all regions were positive year-over-year, with the Americas leading at 28%, EMEA at 8% and Asia Pacific at 7%. The strength in the Americas was driven mainly by the improvement in the U.S. oil and gas market as seen in the continued increase in the U.S. land only rig count. By end market, energy was up 37% year-over-year and general engineering was up 23%. Earthworks was also up 3%, but down sequentially, reflecting the typical seasonal decline we experienced in Q1 related to the traditional road construction season. Adjusted operating margin improved by 760 basis points year-over-year to 14.1%. This increase was driven by higher volume, favorable pricing exceeding raw material increases and manufacturing performance, including some simplification/modernization carryover benefits, partially offset by temporary cost control actions taken last year. Now, turning to slide eight to review our balance sheet and free operating cash flow. We continue to maintain a strong liquidity position, healthy balance sheet and debt maturity profile. At quarter end, we had combined cash and revolver availability of $807 million and we're well within our financial covenants. Primary working capital decreased year-over-year to $608 million and was effectively flat on a sequential basis. On a percentage of sales basis, primary working capital was 32.1%, a decrease both year-over-year and sequentially. Net capital expenditures were $17 million, a decrease of approximately $22 million from the prior year. We continue to expect fiscal year '22 capital expenditures to be in the range of $110 million to $130 million. Our first quarter free operating cash flow was negative $2 million, an improvement of $27 million from the prior year quarter, reflecting the strong sales and operating performance this quarter. We also paid the dividend of $17 million in the quarter. And finally, as Chris noted, we repurchased $13 million of shares during the quarter under our recently announced repurchase program. The full balance sheet can be found on slide 14 in the appendix. Starting with the second quarter, we currently expect sales to be up approximately 9% to 14% year-over-year and in the range of $480 million to $500 million. As Chris mentioned, this implies sequential growth in line with our normal seasonality of around 1% to 2%, reflecting the challenges in the transportation end market and continued uncertainty in the general macro environment, offsetting strength in aerospace, energy and general engineering. At the midpoint, we've assumed transportation sales to be approximately flat sequentially, given the continued production challenges our customers are dealing with due to the chip shortage. Additionally, we do not expect disruptions due to supply chain or energy issues to worsen. Lastly, given that we believe customers will continue to maintain their cautious behavior, we aren't forecasting meaningful restocking. Adjusted operating income is expected to be a minimum of $46 million, implying continued strong operating leverage year-over-year, excluding $10 million of temporary cost actions taken last year. Sequentially, higher raw material costs will begin to flow through the P&L as expected. When coupled with the timing of annual merit increases and incremental D&A, the sequential increase in costs will be approximately $10 million. Lastly, for Q2, we expect the adjusted effective tax rate to remain in the range of 25% to 28% and free operating cash flow to be positive. Turning to slide 10 regarding the full year. We believe the recovery is still underway, but the uncertainties we discuss make the pace and trajectory difficult to forecast. That said, we expect sales in the second half to exceed normal sequential patterns, assuming that transportation starts to recover in Q3 and other market uncertainties do not worsen. On that basis, as Chris mentioned, we expect year-over-year growth and strong operating leverage on an annual basis, excluding temporary cost control headwinds from the prior year. In terms of the sequential cadence, we continue to expect operating leverage to be more favorable in the first half due to the timing of strong net price versus raw material benefits and simplification/modernization carryover benefits. On a year-over-year basis, the second half will be affected by the above normal leverage we saw in the fourth quarter last year due to net price versus raw material benefits. The second half will also be affected by other inflationary pressures. Nevertheless, we remain committed to driving strong operating leverage for the full year. The above average leverage in the first half and these effects in the second half serve as a reminder of the unevenness that can occur in year-over-year operating leverage comparisons from quarter-to-quarter. This is why, as we've discussed, looking at leverage over a longer time frame, such as the full year, is more representative of the underlying performance of the business. Moving on to other variables, they are essentially unchanged from last quarter. This includes depreciation and amortization increasing $15 million to $20 million year-over-year to a range of $140 million to $145 million, capital expenditures to be in the range of $110 million to $130 million and working capital to trend toward our 30% goal by fiscal year-end. Together, over the full year, these assumptions translate to free operating cash flow generation at approximately 100% of adjusted net income, in line with our long-term target, further demonstrating our progress transforming the company. Turning to slide 11. Let me take a few minutes to summarize. We posted an excellent quarter and is demonstrated by our strong operating leverage, simplification/modernization investments are contributing to improved financial performance. Furthermore, our product innovations and commercial and operational excellence initiatives have well positioned us to drive share gain and improve margins as markets continue to recover. And although supply chain bottlenecks and other uncertainties are limiting visibility, we currently expect to exceed normal sequential quarterly growth patterns in the second half of fiscal year 2022 and are confident in driving strong full year operating leverage. Strength of our balance sheet and free operating cash flow gives us the flexibility to both continue investing in our strategic initiatives and optimize capital allocation. And I remain fully confident we will meet our adjusted EBITDA profitability target of 24% to 26% when sales reached the range of $2.5 billion to $2.6 billion. ","q1 adjusted earnings per share $0.44. q1 earnings per share $0.43. q1 sales rose 21 percent to $484 million. sees q2 sales up 9 to 14 percent. q2 sales expected to be up 9 - 14 percent compared to prior year quarter. " "We will be referring to that slide deck throughout today's call. I'm Kelly Boyer, Vice President of Investor Relations. Joining me on the call today are Chris Rossi, President and Chief Executive Officer, and Damon Audia, Vice President and Chief Financial Officer. These risk factors and uncertainties are detailed in Kennametal's SEC filings. In addition, we will be discussing non-GAAP financial measures on the call today. Reconciliations to GAAP financial measures that we believe are most directly comparable can be found at the back of the slide deck and on our Form 8-K on our website. I'll start today's call with some general comments and a brief review of the quarter, and then discuss our expectations for Q3 and strategic initiatives. These solid results were driven by improving sequential sales, reflecting both market improvement and growth from our strategic initiatives, as well as increasing benefits from simplification/modernization. Sales this quarter increased sequentially by 10%, outpacing the 1% to 2% increase from Q1 to Q2 that we typically see. Transportation and General Engineering end-markets, although still declining year-over-year, continued to show the highest levels of recovery. As a reminder, those two end-markets totaled more than 65% of our sales. Energy and Aerospace, as you know, continue to be challenged. On a year-over-year basis, organic sales declined 14% on top of a 12% decline in the prior year. However, through disciplined execution of our strategic initiatives and cost control actions, we were able to improve profitability despite the drop in volume and associated under-absorption. Adjusted EBITDA margin improved by 160 basis points to 13% versus 11.4% in the prior year quarter. The year-over-year improvement in EBITDA margin was driven by lower raw material costs, increasing benefits from simplification/modernization, and effective cost control actions. Operating expense as a percentage of sales increased year-over-year to 22% due to lower sales, however, in dollar terms, decreased 9%. Our target for operating expense remains at 20%. Adjusted earnings per share of $0.16 was essentially flat versus $0.17 in the prior year quarter, reflecting the factors I just mentioned. Looking ahead, visibility in this environment continues to be limited; however, there are some reasons for optimism, such as recent end-market momentum and some modest indications of restocking, as well as the early stages of the vaccine rollout. Nevertheless, with possible additional shutdowns being contemplated in some regions due to recent spikes in COVID-19 cases, it remains difficult to forecast how end-markets and our customers will be affected. Therefore, similar to the last couple of quarters, we will not be providing a full-year outlook for fiscal year '21. However, I will provide some color on what we expect in the third quarter. Based on monthly sales in Q2, early indications from our January sales and assuming that there are no additional significant COVID-19 related shutdowns in the quarter, we expect Q3 sales to see mid to high-single digit growth sequentially with part of the sequential sales growth coming from FX. We expect the underlying organic growth, excluding the effect of FX, to be in the mid-single digits, which is modestly above our typical sequential growth pattern of 3% to 4%. Regardless of the pace and trajectory of the recovery, we will continue to focus on the things we can control, such as executing our operational and commercial excellence initiatives to gain share and improve profitability levels throughout the economic cycle. On the operational excellence side, simplification/modernization initiatives delivered $23 million this quarter, a 117% year-over-year increase and are on track to deliver approximately $80 million in benefits this year as expected. As a reminder, we expect to complete our original footprint rationalization activities with the closure of the Johnson City, Tennessee plant, and downsizing the Essen, Germany plant, by the end of this fiscal year. Total cumulative savings from inception of the program are expected to be $180 million by the end of this fiscal year, which is within the original target range we laid out in December 2017 and will be achieved despite much lower volume levels than originally planned. This is a major accomplishment and sets us up well for the recovery. Capital spending associated with simplification/modernization is essentially complete, and as such, will result in more normalized capex levels going forward. Total capex is expected to be between $110 million and $130 million this year, a 50% reduction year-over-year. Free operating cash flow was $29 million for the quarter, bringing the year-to-date figure to approximately breakeven. This was excellent performance by the team as they remained focused on working capital without compromising customer service. Based on the year-to-date performance and current second half outlook, we now expect positive free operating cash flow for the second half and total year, which Damon will go into more detail on. As you recall, at the end of fiscal year '20, we announced two important changes as part of our commercial excellence strategy. First, the combination of our two Metal Cutting business segments to better direct our commercial resources, products and technical expertise on capturing a larger share of wallet. And second, repositioning the Widia brand and portfolio to address the multibillion-dollar fit-for-purpose application space within Metal Cutting that we had not previously focused on. This approach opens up a 40% increase in served market opportunity while offering better service in tooling options for our customers. Overall, progress on these initiatives is tracking with our expectations. And I'm very encouraged by the wins we are seeing in fit-for-purpose applications as we roll the program out globally. We presented this slide on the last earnings call and have updated the graphs to reflect this quarter's results. As a reminder, the last time the Company experienced a sales decline close of the one we are currently experiencing was during The Great Recession in 2009. Graph show trailing 12 month sales on the left and the corresponding adjusted operating margin on the right. As you can see, we have been able to maintain significantly higher levels of profitability throughout this downturn. And in this quarter, the 12 month profitability level is approximately the same, but on a much lower revenue. This is due to the benefits of simplification/modernization that we have already captured combined with stronger and more timely cost control actions. Two additional points to note. First, the present day numbers do not yet include the full run rate effect of simplification/modernization. We are anticipating an additional approximately $40 million in savings by the end of this fiscal year. And secondly, we have not yet exited the downturn. The previous downturn lasted about five quarters. This downturn has already lasted seven quarters, and we are just now starting to see early signs of recovery. In summary, I'm very encouraged by these results. We have maintained higher profitability throughout this downturn and are well positioned to outperform as markets recover due to the initiatives we've executed over the last several years. I will begin on Slide 4 with the review of Q2 operating results, both on a reported and an adjusted basis. As Chris mentioned, the sequential performance of our sales outpaced our expectations and the typical seasonal pattern. On a year-over-year basis, total sales declined 13% and 14% organically. Foreign currency and business days each contribute approximately 1% and a business divestiture had a negative effect of 1% in the quarter. Adjusted gross profit margin of 28.2% was up 140 basis points year-over-year. Adjusted operating expenses of $98 million were down $10 million or 9% year-over-year. Adjusted EBITDA margin of 13% was up 160 basis points from the previous year quarter. Sequentially, despite rolling back many temporary cost control actions in the quarter, which should amounted to close to $10 million, our adjusted EBITDA margin improved by 170 basis points due to the improving market conditions and continued simplification/modernization savings. Adjusted operating margin of 5.3% was up 50 basis points year-over-year and 240 basis points sequentially. The improved year-over-year performance in our margin was primarily due to the positive effect of raw materials as expected, which contributed approximately 590 basis points, incremental simplification/modernization benefits, and temporary cost control actions, partially offset by lower volumes and associated under-absorption. The adjusted effective tax rate in the quarter of 24.7% was lower year-over-year due to the effects of higher pre-tax income and geographical mix. Our current expectation is for the adjusted effective tax rate for the fiscal year to be approximately 30%. Longer-term, we continue to expect our adjusted effective tax rate to be in the low 20% range as profitability levels increase beyond fiscal year '21. We reported a GAAP earnings per share of $0.23 versus an earnings per share loss of $0.07 in the prior year period. On an adjusted basis, earnings per share was $0.16 per share versus $0.17 in the prior year. The main drivers for our adjusted earnings per share performance are highlighted on the bridge on Slide 5. Effective operations this quarter amounted to negative $0.20. This compares positively to both the negative $0.62 in the prior year quarter and the negative $0.28 last quarter. The largest factor contributing to the $0.20 was the effect of lower volumes and associated under-absorption, partially offset by positive raw materials of $0.25 and temporary cost control actions. The negative effect of operations this quarter was basically offset by $0.19 or $23 million of benefits from simplification/modernization, a significant increase from $0.10 in the prior year quarter. This brings the cumulative benefits of simplification/modernization to $145 million since inception. As Chris mentioned, our expectation continues to be that simplification/modernization benefits for the total year will be approximately $80 million, driven by actions already taken or announced, bringing the total expected cumulative savings to $180 million by the end of fiscal year 2021. Slide 6 and 7 detail the performance of our segments in this quarter. Metal Cutting sales in the quarter declined 14% organically on top of a 10% decline in the prior year period. All regions posted year-over-year sales decreases with the largest decline in the Americas at negative 20%, followed by EMEA at 12%, and Asia-Pacific at 6%. Sequentially, however, we saw improvement across all regions. The performance in Asia Pacific relative to other regions reflects more positive economic activity led by China, which was flat year-over-year and an improvement in India, which was down low-single digits. From an end-market perspective, we experienced the best performance in Transportation and General Engineering, which declined 4% and 12%, respectively. Energy declined 18% year-over-year with the declines in the oil and gas portion of the Energy end-market more than offsetting continued strength in renewable energy, mainly in Asia Pacific. Aerospace continues to be our most challenged end-market with sales down 43% in Q2 as COVID-19 continues to affect production levels and air travel. Sequentially, the increase in Metal Cutting was mainly driven by the Transportation and associated General Engineering end-markets. Adjusted operating margin of 6.1% was down 280 basis points year-over-year, but well above the 1% we experienced in the first quarter. Year-over-year decrease was primarily driven by a decline in volume and mix, partially offset by incremental simplification/modernization benefits, temporary cost control actions, and raw materials that contributed 230 basis points. Turning to Slide 7 for Infrastructure. Organic sales declined 14% on top of a 14% decline in the prior year period. Other factors affecting Infrastructure sales were divestiture of 1%, partially offset by a benefit from business days of 1% and FX of 1%. Regionally, again, the largest decline was in the Americas at 18%, then EMEA at 12%, followed by 1% growth in Asia Pacific. By end-market, the results were primarily driven by Energy, which declined 24% year-over-year, due mainly to the roughly 60% decline in the US land only rig count. Sequentially, our sales in the Energy end-market improved as customers increased their orders with the increasing rig count. Earthworks was down 10% year-over-year driven by underground mining and construction weakness in the US. General Engineering was down 7% year-over-year, an improvement from the 14% decline we experienced in Q1. Adjusted operating margin of 4.4% was up 620 basis points year-over-year. This increase was mainly driven by favorable raw materials, which contributed 1,230 basis points as expected, simplification/modernization benefits, and temporary cost control actions, partially offset by lower volumes and associated under-absorption. Our expectation is that raw materials will be neutral year-over-year for Q3 and Q4 given the tungsten prices have been relatively stable for around six quarters. Now turning to Slide 8 to review our balance sheet and free operating cash flow. We continue to believe that maintaining a conservative financial profile is appropriate to ensure the Company has ample liquidity, particularly in this environment, as well as the ability to continue to execute on our strategy. Our current debt profile is made up of two $300 million notes, maturing in February of 2022 and June of 2028, as well as the US $700 million revolver that matures in June of 2023. At quarter end, we had $25 million outstanding on the revolver with combined cash and revolver availability of approximately $780 million and we were well within our financial covenants. Primary working capital decreased year-over-year to $638 million, given our continued focus on inventory. On a percentage of sales basis, primary working capital increased to 37.3% as sales remained depressed. Our target primary working capital to sales ratio remains 30%. Capital expenditures were $29 million, a decrease of $46 million from the prior year as expected, as our capital spending on simplification/modernization is substantially complete. Year-to-date, we have spent $69 million and continue to expect capital expenditures for the year to be in the range of $110 million to $130 million. Free operating cash flow for the quarter improved year-over-year to $29 million. Sequentially, free operating cash flow also improved due to lower capex and stronger profitability. Year-to-date, our free operating cash flow is approximately breakeven and $59 million more favorable compared to last year. Consistent with prior quarters, we paid the dividend of $17 million. The full balance sheet can be found on Slide 13 in the appendix. As a reminder, this slide details how we expect key factors to affect earnings per share and free operating cash flow. The slide has been updated to show how these factors will affect the second half on a year-over-year basis and highlights meaningful sequential differences where appropriate. Starting with simplification/modernization, as we already mentioned, we expect to achieve benefits of approximately $80 million in FY '21, which implies around $40 million of incremental year-over-year savings in the second half. Temporary cost control actions, unlike in the first half, will be a significant year-over-year headwind of $50 million to $55 million, with $40 million to $45 million in the fourth quarter. These headwinds are reflective of the aggressive cost control actions implemented last year that are not expected to repeat this year. Given the phase out of cost control actions in the second quarter, Q3 will face a sequential headwind of approximately $10 million relative to Q2. Due to the significant level of temporary cost control actions in place last year in the second half, year-over-year leverage will be distorted and not accurately reflect the underlying improved operational performance. Based on current material prices, particularly tungsten, we do not expect raw materials to have a material effect either year-over-year or sequentially in the second half. Although depreciation and amortization were only modestly higher year-over-year in the first half, we still expect them to be approximately $10 million higher for the full year as new equipment comes online. Lastly, for the earnings per share drivers, we have lowered our adjusted effective tax rate expectations for fiscal year '21 to approximately 30% from our previous estimate of 33%, which was also the effective tax rate last year. This improvement is reflective of the higher pre-tax income and geographical mix. In terms of free operating cash flow drivers, as Chris and I already mentioned, capital spending for the year is expected to be in the range of $110 million to $130 million. This implies lower capex both year-over-year and sequentially in the second half. We expect cash restructuring to be slightly higher both year-over-year and sequentially in the second half. And we now expect the full year cash restructuring to be higher by $20 million to $25 million versus the approximate $40 million spent in FY '20. This represents a modest decrease versus our original expectation. Given our strong inventory reductions year-to-date and continued improving market conditions, we now expect working capital to be a modest use of cash in the second half. With our focus on working capital, combined with improved market conditions, we now expect free operating cash flow to be positive in the second half and the full year. Finally, as it relates to Q3, as Chris mentioned, we expect sales to be up mid to high-single digit sequentially with part of the sequential sales growth coming from FX. We expect the underlying organic growth, excluding the effect of FX, to be in this mid-single digits and above our typical sequential growth pattern of 3% to 4%. Turning to Slide 10, let me take a few minutes to summarize. I'm encouraged by our results this quarter despite the ongoing challenges in our end-markets. Our commercial excellence initiatives are progressing well to drive growth and market share gain, and our operational excellence initiatives are on track with simplification/modernization nearing completion. The strength of our balance sheet and cash flow allows us to continue to optimize capital allocation, while further improving profitability and customer service throughout the economic cycle. ","compname reports q2 earnings per share $0.23. q2 earnings per share $0.23. will not be providing an fy21 outlook at this time, outside of capital spending, which is unchanged. " "I'm Quynh McGuire, Vice President of Investor Relations. You may access this announcement via our website at www. As indicated in our announcement, we've also posted materials to the Investor Relations page of our website that will be referenced in today's call. References may also be made today to certain non-GAAP financial measures. Joining me for our call today are Leroy Ball, President and CEO of Koppers; and Mike Zugay, Chief Financial Officer. I'll now turn over this discussion to Leroy. As the pandemic continues, I hope that you and those you care about remain safe and healthy. And I'd also like to wish all of you a happy healthy and prosperous 2021. Our next call will be on February 24th, to report final 2020 results and provide our view into 2021 at that time. As the starting point for today is shown on Slide 4, Koppers has continued to retain its designation as an essential business as determined by the U.S. Cybersecurity and Infrastructure Security Agency or CISA within the Department of Homeland Security. I mean, we've been able to continue operating during the pandemic to transport critical goods, provide power and connectivity to homes and businesses, and keep our infrastructure running reliably. We at Koppers, take great pride in carrying out this critical responsibility. In many ways, last year, seemed like a whirlwind of activity as we work to adapt to the many changes brought on by the pandemic while serving our essential customer base with critical products and services. Through a different lens, there were also periods where it seems the time stood still as many team members adjusted to the different stress points of working virtually. Collectively, we're all happy to move past 2020 and step closer to seeing return to our new normal. Same time there is a lot to look back on fondly, as it relates to Koppers' performance last year, and I'd be remiss if I didn't point out some of the highlights. So let's move to Slide 6. As I usually do, I'd like to start with an update on a number of achievements related to our Zero Harm culture. I'm proud to announce that operationally, we finished 2020 with our lowest total recordable rate for any 12-month period in our company's history. We have been successfully holding firm and emphasizing the importance of leading activities such as hazard identification to driving down exposure in injury rates. Throughout 2020, we saw a 30% increase in leading activities and a corresponding 20% decrease in recordable cases, which is quite significant. In November, we held a modified virtual version of our Leadership Forum with key team members worldwide who are responsible for the care and well-being of our team members. Koppers' primary focus was on aligning the expectations of leadership at Koppers to ensure we are working toward a safer, stronger, and more inclusive workplace. In December, we held our annual safety, health, and environmental coordinator conference also virtually, providing interactive training on best practices to reduce harm to the environment and better protect our people. Despite what has been a chaotic year due to the unexpected challenges associated with COVID-19, these accomplishments prove that our team is not slowing down our efforts to ensure safety, but rather figuring out new and innovative ways to keep us pushing down the path to zero. On the financial side of things, we also expect to finish the year on a positive note in spite of much in our world being turned on its head. Our consolidated sales for the year at $1.67 billion represents a new high in the fourth consecutive year of growth when we exclude KJCC from prior results. Now, while not yet final, we do expect to finish the year with a new high for operating profit of approximately $161 million, which would represent a 28% increase from 2019. 2020 will also represent a new-high watermark for adjusted EBITDA excluding KJCC as we expect to finish between $211 million and $212 million. Now this compares to $201 million earned in 2019 and exceeds both our recent guidance range of $204 million to $210 million and even more incredibly exceeds our original pre-pandemic guidance for the year of $200 million to $210 million of EBITDA. That level of EBITDA equates to a margin of 12.6% to 12.7%, which will be our highest margin since 2017. It will also be the fifth straight year with adjusted EBITDA margins between 12% and 14% after seven straight years with margins hovering between 8% and 11%, just another indication of how we have truly transformed our business model. For the year, we expect adjusted earnings per share to be between $4.10 and $4.20 per share, which again would represent a new high for Koppers beating our previous high of $3.68 per share back in 2017. 2020's expected result would represent an approximate 30% increase over 2019 adjusted earnings per share of $3.18. Finally, we will have saved approximately $9.5 million in SG&A cost compared to 2019. That's about $2.5 million shy of our original goal of $12 million, which was primarily due to our better-than-expected performance resulting in higher bonus accruals, and special bonuses paid out to our team members at year-end for their extraordinary efforts in extraordinary times. Our balance sheet and cash flow perspective is outlined on Slide 7. In addition to receiving $65 million of net proceeds from selling our KJCC coal tar distillation facility in China at the end of September, we also had one of our strongest cash flow years generating over $120 million of cash, which will go down as our second-best cash flow year ever. Now, doing so enabled us to reduce net debt by $131.5 million, which represents our largest net-debt reduction in any given year in our public company history. Finally, the combination of the higher EBITDA generation and strong-debt reduction allowed us to reduce our net leverage ratio to 3.5 as of year-end compared to 4.3 at the end of 2019. This is the first year-end since 2017 that we finished the year with net leverage below 4 times as we continue to remain focused on reducing leverage to average between 2 and 3 times. We spent just under $70 million of capital for the year, which was near the high-end of our most recent guidance and was primarily due to the treatment expansion project North Little Rock. On a final note, the book value per share of our equity has never been higher as we finish out 2020. It was truly an extraordinary year for Koppers in 2020. We look forward to providing more insight into what we expect in 2021 on our February call coming up in less than a month. Until then, I'll update you briefly on a number of other things going on at Koppers before handing it over to Mike to review the quarterly results in more details. Moving to Slide 9, currently, we have 20 employees or about 1% of our total employee population self-quarantining for the coronavirus. To date, we have had 232 employees worldwide, or 11%, who'd have tested positive. And on a cumulative basis, we've seen close to 2,000 occurrences of employees testing positive or having -- of employee testing positive or quarantining, many of them more than once. Consistent with national worldwide trends, we have seen an increase in cases throughout the last quarter and early part of 2021. And while we continually reinforce the importance of practicing safe behaviors and are diligent in ensuring the proper safety measures like thoroughly cleaning and disinfecting any affected areas, the virus has proven to be a formidable obstacle to overcome in our operating environment. Face coverings are required at all North American facilities and we provided these to our employees. Our strict protocols governing personal protection into processes such as social distancing and diligent hygiene have also continued and includes using rapid self-administered saliva testing kits at our locations in North America. We also recently began using a pool-testing method to screen all U.S.-based plant employees on a periodic basis as that is the employee base where 99% of our infections have come from. In the screenings done to date, we've identified multiple asymptomatic employees and we're able to mitigate the potential spread of infection at those plants by keeping the virus outside of our fence lines. Given the importance of effectively addressing COVID, Koppers has established a new life-saving role that's designed to raise awareness of infection hazards, bind more discipline to our routines and identify job tasks that have higher risk. For the higher-risk job tasks, we'll require more stringent standards of respiratory protection which include N95 masks and advanced level respirators. Regarding our communications efforts, we began holding our quarterly all-employee meeting in three time zones to better accommodate our employees in the U.S. and Europe, and in Australia, New Zealand. The new format has encouraged discussion of topics most relevant to each geographic region. Beyond that, we continue to hold virtual chat with employees in our plants and those working remotely, and also I continue to provide updates and encouragement to our employees worldwide through weekly videos, which were also posted on Koppers' Facebook and LinkedIn pages. Looking at our operations continuity on Slide 11, we see that all worldwide Koppers manufacturing facilities remain operational with no furloughs or layoffs. Travel continues to be restricted to essential business only. We continue to carefully evaluate potentially holding a limited number of in-person facility visits, but only if necessary in order to reinforce health and safety goals. Our office employees are strongly encouraged to keep working remotely with a return to the office postponed until April 1st of '21 at the earliest. Now, of course, anyone working on site is required to follow all face-covering and other COVID-prevention protocols. And on the vaccines front, we do not plan to require employees to be vaccinated to enter our facilities but we are strongly encouraging it to the extent that we plan to offer financial incentives through our employee-wellness program to those that supply proof of their vaccination. Getting as many of our employees through the vaccination process is the quickest way for us to move forward without the specter of COVID-19 and its effects hanging over us. Now, as another example of technology enabling us to run our business even better, we recently implemented a fleet safety dashboard in order to improve the safety and efficiency of our trucking operations. Also, we're deploying new visitor management system at our facilities to help with keeping our employees and visitor safe. We also continue to leverage every available technology to conduct meetings, make virtual facility visits, conduct virtual training programs, and conduct virtual ISO audits. Slide 13 illustrates our continuing efforts to engage employees in meaningful ways. Three of our female members of Koppers' leadership council were featured in the first installment of an empowerment series for employees, which was held virtually in the fourth quarter. As we hired our Chief Sustainability Officer, Stephanie Apostolou, our General Counsel and Corporate Secretary, and Quynh McGuire, our Vice President of Investor Relations participated in a panel discussion that covered topics such as carving their path to success, discovering their individual leadership styles, building their support networks, and managing their work-life balance. Hosted by LINKwomen, one of our employee resource groups, the event was well attended and will serve as a model for similar programs to be held in the future. In the fourth quarter, we launched our annual global employee engagement survey, which gives everyone the chance to provide me and our leadership team with open, honest, and confidential feedback about what it's like to work at Koppers and how we can further enhance the employee experience. We've been parsing through the results, and we'll shortly be implementing certain changes to better address areas where we fall short. It remains a core commitment to create positive change based on employee input. We strive to differentiate Koppers as an employer of choice and to use that as a competitive advantage in an environment where talent is at a premium. Slide 15 shows two tangible examples of our employees caring for the environment. During our 2019 safety, health, and environmental conference, participants traveled to our Newsoms, Virginia facility to create floating wetlands or man-made rafts that float on the water surface and house native wetland plants, providing homes to beneficial water cleaning microorganisms. A year later, our team checked in during the fourth quarter of 2020, and the wetlands are growing well to successfully do their job. Our facility in Stickney, Illinois, employees recently planted hardwood to enhance soil quality and create a more attractive green space for the community at a neighboring terminal, where we began a phytoremediation project in 2019. Photos show the new hardwoods, along with the growth of many other plants since the start of the project. Going to Slide 17, here are some of the examples of how Koppers' teams are serving our neighbors. For the fifth year, Koppers Railroad Structures participated in the Leukemia & Lymphoma Society's virtual Light The Night event in Madison, Wisconsin, bringing its cumulative impact to more than $91,000 in donations. Additionally, Vice President of Railroad Structures, Mike Tweet, a bone marrow recipient, has worked with the University of Wisconsin in Madison to support Be The Match, which brings donors and recipients together. Our utility and industrial products group continued with deploying its storm response teams in August, restoring power to 25 million utility customers affected by devastating winds sweeping across Iowa. In November, our UIP team again implemented its 24/7 storm recovery program to help those in Georgia, affected by Hurricane Zeta. At roughly the same time, our UIP crews also responded to a major ice storm in Oklahoma, supplying more than 3,500 poles and crossties to aid in post-storm recovery. The feedback that we've received from key municipal and utility customers has been uniformly positive and highly appreciative. Over the holidays, at year-end, Koppers' employees across our worldwide footprint continue making a difference by reaching out to those in need, as shown on Slide 18. Those at our Ashcroft, British Columbia facility donated 600 pounds of food to the Ashcroft community food bank, 150 pounds of household items to The Equality Project, and funds to the Jackson House Assisted Living facility. Our Rock Hill employees donated more than 300 pounds of canned goods to their local food pantry and supported the local Toys for Tots campaign. And at our Queen City facility, employees donated gently used clothing to a local shelter as part of clean out your closets for the homeless. Our people and our company have been making headlines over the past quarter, as seen on Slide 20. In November, our Performance Chemicals business purchased land adjacent to its plant in Rock Hill, South Carolina to be used for future expansion. The announcement led to local Rock Hill Herald to write a feature on plant manager, Ida Luchey, about the expansion in her career as one of the few female chemical manufacturing plant managers in the industry. Also, I'm proud to say that Koppers was recently named the Newsweek Magazine's listing of America's Most Responsible Companies for 2021, placing among the top half, number 179 of 400 companies selected and ranking 30th overall in the social category, which scored us on items, including Board diversity, employee engagement, and community giving. Newsweek and Statista compiled the list based on a rigorous vetting process. This recognition stands as a testament to the incredible work that our employees have done to exemplify our sustainability mindset and our Zero Harm culture of putting the care of people, environment, and communities first, while providing safe and responsible solutions to our customers. This financial discussion is based on these preliminary results. On Slide 22, consolidated sales were $393 million, an increase of $11 million from sales of $382 million in the prior-year quarter. Sales for RUPS were $168 million, flat as compared to the prior-year quarter. PC sales rose to $130 million from $105 million, and CM&C sales came in at $95 million, down from $108 million. On Slide 23, adjusted EBITDA for RUPS was $10 million, which was the same as the prior year. EBITDA for PC increased to $23 million from $14 million. CMC EBITDA was $14 million compared with the prior year of $16 million. Moving on to Slide 24, sales for RUPS were $168 million, relatively flat again year-over-year. This was primarily due to lower crosstie volumes, offset by higher utility pole demand in the U.S. as well as Australia. We also saw increased maintenance-of-way projects in the United States. On Slide 25, adjusted EBITDA for RUPS was $10 million, also flat for the -- from the prior-year quarter, but which is in line, however, with the expected year-end slowdown in crosstie treating demand. This is reflect -- this reflects our ability to main profitability due to increased pole demand and favorable conditions in our maintenance-of-way businesses. Sales for the PC segment, as shown on Slide 26, were $130 million compared to sales of $105 million in the prior year. This reflects continued strong demand for copper-based preservatives in the U.S., also driven by a strong housing market and higher demand in home remodeling and the increased use of discretionary funds for home improvement projects. Overseas, reopening markets also helped PC sales through increased industrial and agricultural demand. Adjusted EBITDA for PC on Slide 27 was $23 million compared with $14 million in the prior-year quarter. Higher sales volumes, a favorable product mix, and better absorption on higher production volumes all contributed to these positive results. Moving on to Slide 28, as this shows CM&C sales at $95 million compared to sales of $108 million in the prior-year quarter. Sales were lower in every region, except Europe, but were in line with overall expectations. The pandemic has meant lower average oil prices and a general market slowdown, which translates into lower pricing for carbon pitch globally and weaker U.S. demand for phthalic anhydride, which was partially offset by improved demand for carbon pitch in Europe and for carbon black feedstock in Australia. On Slide 29, adjusted EBITDA for CM&C was $14 million compared to $16 million in the prior-year quarter, reflecting an expected decline due to the ongoing weak-end market demand. However, Q4 performance reflects continued margin recovery, year-to-date adjusted EBITDA margins were only 7.5% at June 30th but as we predicted CM&C margins rebounded strongly in the second half of the year and year-to-date margins for the full year increased to 11.7%, reflecting a very, very strong second half of 2020. Now let's review our debt and liquidity. As seen on Slide 31, at the end of December, we had $737 million of net debt, with $346 million in available liquidity. We reduced net debt by $131.5 million in 2020, which included the proceeds received from the KJCC divestiture. We also remain in compliance with all debt covenants and do not have any significant debt maturities until 2024, when our revolver matures. As of December 31, 2020, total debt was at $784 million. In summary, I'm proud to say that every indication shows that Koppers will meet or exceed all major goals that we had set for 2020 prior to the pandemic. Due to all the hard work and dedication of our global workforce, we are on track to achieve a new high of profitability post KJCC to surpass the high-end of our initial 2020 earnings target, to exceed our original net-debt reduction objective of $120 million, and to reduce our net leverage to 3.5, below our pre-pandemic 2020 goal of 3.6 to 3.8. These 2020 achievements are all the more impressive given that our people had to deal with the pandemic and all that came with it and yet they dug deep and persevered. More than ever, we're confident that placing people first leads to a stronger commitment to our customers, which in turn leads to success in all aspects of our business. Even with everything that was going on in 2020, we improved our underlying safety rates to an all-time best performance, initiated our sustainability journey, strengthened our inclusion and diversity focus, and supported our team members and communities during a shared crisis. Taken together, it makes for a truly historical year. We are also on a curveball in 2020 but faced with such an unusual an unanticipated set of circumstances, at Koppers, we're still able to deliver strong performance while also working on pushing forward several initiatives focused on the future growth and success of the business in 2021 and beyond, which I look forward to sharing with you in a month's time. With that, I'd like to open it up for any questions. ","expects to invest $105 million to $115 million in capital expenditures in 2021. in 2021, koppers plans to reduce debt by approximately $30 million. " "At the outset, I need to say that some of the information we will be discussing is forward looking in nature. John will start the call with an update on our market conditions and review our operational and strategic activities. I will discuss third quarter financial results and provide you with updated earnings guidance for 2021. I'll start with some macroeconomic comments before getting into our leasing and capital allocation. It's been just over 1.5 years since the pandemic began, and we are really starting to see the revitalization of cities across the West Coast. City drillers are returning to their urban apartments and once again embracing city life. After a tough 2020, residential net absorption is approaching 100,000 units in our five markets driven in large part by high density areas like Hollywood, South of Market, Downtown Seattle and Downtown Austin. Restaurants, bars, coffeehouses are full, concerts and sporting events have returned and slowly but surely, more companies are coming back to the office. The recent easing of the San Francisco mask mandate is another step in the right direction that we believe will continue to encourage more infers and gatherings and collaborations. The technology and life science companies that make up so much of our portfolio continue to thrive. Stock prices are near all time highs and VC fundraising is on track for a record year, which is translating into a war for talent, growth in job postings and additional real estate procurement. Improving market conditions helped to drive a strong and productive leasing quarter for Kilroy. We signed more leases in the third quarter than the first two quarters of 2021 combined. Since the second quarter, we have signed just under 600,000 square feet of development, new and renewal leases. For the 510,000 square feet in the stabilized portfolio that were signed, GAAP rents were up on average 26% and cash rents were up 14%. Additionally, we have a number of leases under documentation. And in Austin, we're very encouraged with the market and our early stage lease negotiations. A few facts according to recent reports about Austin, there are 185 people moving to Austin on average each day, and interest among companies wanting to move to Austin and those that want to expand in Austin is above pre-pandemic levels. Let's look at some of these transactions. In the office sector, we signed a long-term 71,000 square foot lease in the UTC submarket of San Diego. The lease is for a new development projects, which we commenced construction on just last month. So now it's 100% leased just a month after starting construction. The competition between technology tenants and life science tenants remains healthy. Both sectors continue to grow and seek more modern, efficient work environments. In life science, the third quarter was particularly active for us. We signed three leases totaling 330,000 square feet of headquarters space with publicly traded companies in San Diego, including Tandem Diabetes Care, DermTech and Sorrento Therapeutics. The mark to market rent increases on these three leases were approximately 45%, with an average term of approximately 12 years. In residential, we now have fully leased all 608 units in our One Paseo project at rent levels that have increased 25% since the beginning of the year. Jardine, our Hollywood luxury tower that was completed last quarter is now more than 60% leased, well ahead of projections. With respect to leasing, I'd like to highlight the following trends, which we feel bode well for the future of our enterprise. Sentiment among corporate real estate executives is more positive than it has been in the past 18 months. We're experiencing significantly more tours and requests for proposals within our portfolio. This is both for existing and development projects, rental rates and strategically located modern buildings are on the rise as the result of tenants seeking the best space in the market. Vibrant and distinctive office, curated retail and residential experiences are drawing a talented labor force back to metropolitan areas. Moving to our capital allocation activities. We made two significant announcements during the quarter. First, in September, we completed the off-market acquisition of West 8th in the Denny Regrade submarket of Seattle for $490 million. West 8th is a 539,000 square foot lead platinum office tower situated on a full city block just steps from Amazon's five million square foot headquarters campus. We like the opportunity for a number of reasons. The location is terrific with unmatched transit access and proximity to numerous retail amenities, rents continue to increase in this submarket, and we see significant rental upside. And given the quality and condition of the building, we expect limited capital investment in any releasing scenario. year to date, this brings our total acquisitions to $1.2 billion, which have been funded by our $1.1 billion dispositions. The second announcement relates to our continued allocation of capital to our life science platform. Earlier this year, we commenced construction on the second phase of our approximately 50 acre, three million square foot Oyster Point project, which is a life science campus in South San Francisco. KOP 2, which totals just under 900,000 square feet across three buildings will be a home to numerous amenities that will serve all phases. We are particularly excited about phase two, given the strong demand, rising rental rates and timing. No other competitive project will be delivering in this time frame. We are in early discussions with multiple prospective tenants interested in securing major portions of the project and expect even more interest in the buildings once construction goes vertical in the first quarter of next year. In addition to KOP, we are expanding our San Diego life science significantly. Availability for top-tier space in the region's most sought after life science submarkets is essentially nonexistent. Barriers to entry are high and rental rates are at historic levels. And we are capitalizing on these dynamics in Del Mar, UTC and the I-56 corridor, where we have modern, highly convertible assets and a land pipeline. In the UTC and Del Mar submarkets, as I noted in my earlier remarks, we signed 330,000 square feet of pre-leases across three buildings, which will be converted to life science use. And just a few miles east on the 56 corridor, we expect to commence construction next year on the first of two phases of our Santa Fe Summit project. Each phase consists of approximately 300,000 square feet. To summarize, we will deliver 2.5 million square feet of state of the art life science facilities over the next 30 months. And over time, the three future phases of Kilroy Oyster Point will expand our life science portfolio by another 1.5 million to two million square feet. When completed, we have assembled a best in class life science portfolio in the strongest locations, which will total 5.5 million square feet with an average age under five years. With full buildout, life science and healthcare tenants will be 25% to 30% of our NOI. Lastly, delivering our in-process development and positioning our future development projects remain a high priority in our capital allocation strategy. We have $2.6 billion of in-process projects on track for completion over the next two years. This pipeline is 52% leased and 74% leased when excluding the just commenced KOP 2, which we started five months ago. They will generate approximately $170 million in incremental cash NOI when stabilized, which will grow our current annual NOI by more than 20%, all else being equal. The cost is fully funded through the year end 2022. I'll wrap up with a few final observations. In nearly every conversation we were having these days with our tenants and potential tenants, one big theme emerges, companies want a work environment that attracts, excites and motivates their workforce. They want location, scale, a contemporary design, a healthy environment and relaxed ambience that will draw people in and support their creativity and productivity. This is the most profound impact the pandemic has had on the office sector, and we think KRC is well positioned to capitalize on these conditions. Over the last 10 years, we created the youngest best in class platforms across office, life science and residential and we are poised to deliver strong growth and value creation over the coming decade. We're more encouraged every day about our market's recoveries. The reopening is going to happen in fits and starts, but it is happening. And a final comment on sustainability. In GRESB rankings, we have been named number one in sustainability across all publicly traded companies across all asset classes in the Americas for the eighth year running. That completes my remarks. FFO was $0.98 per share in the third quarter. Quarter over quarter, the $0.10 increase was largely driven by the acquisitions to date, NOI contribution from our One Paseo office and our residential projects as well as $0.015 of lease termination fees. On a year over year basis, as a reminder, the sale of the exchange had an impact of approximately $0.13 of FFO per share. On a same store basis, third quarter cash NOI was up 16.6%, reflecting strong rent growth and a $17 million cash termination payment. GAAP same store NOI was up 3.2%. This termination payment is related to the new 12 year lease we executed at 12400 High Bluff for 182,000 square feet of space. On an earnings basis, approximately $7 million, which is a net amount after lease write offs, will be amortized over the next three years. $700,000 of it was included in the third quarter. Adjusted for termination payments, same store cash NOI was 3.7% and same store GAAP NOI was up 2.2%. At the end of the third quarter, our stabilized portfolio was 91.5% occupied and 93.9% leased. Third quarter occupancy was down 30 basis points from the prior quarter, driven by approximately 90,000 square feet of move outs, offset by the West 8th acquisition and the Cytokinetics lease at KOP 1, which was added to the stabilized portfolio at the end of the quarter. Revenue recognition for 100% of this 235,000 square foot building commenced October first. Turning to the balance sheet. After funding the West 8th acquisition for $490 million, issuing $450 million of green bonds, which closed October seven and the redemption of $300 million of 3.8% bonds, which was completed earlier in the week, our liquidity today stands at approximately $1.5 billion, including $390 million in cash and full availability of the $1.1 billion under the revolver. We have no material debt maturities until December 2024. Our net debt to Q3 annualized EBITDA was 6.7 times, pro forma for the bond activities noted above, which should decline as we continue to deliver our lease development projects, all else being equal. Lastly, our expirations over the next five years remain modest with an annual average expiration of 7.2%, excluding any impact from DIRECTV. We do not have an update to provide on the DIRECTV matter at this time. In 2022, we only have one lease expiration greater than 100,000 square feet in San Diego. This tenant is likely to, this tenant is expected to vacate in early 2022. To begin, let me remind you that we approach our near term performance forecasting with a high degree of caution, given all the uncertainties in today's economy. Our current guidance reflects information and market intelligence as we know it today. Any COVID-related restrictions or significant shifts in the economy, our markets, tenant demand, construction costs and new supply going forward could have a meaningful impact on our results in ways not currently reflected in our analysis. Projected revenue recognition dates are subject to several factors that we can't control, including the timing of tenant occupancies. With those caveats, our assumptions for 2021 are as follows. Cap interest is expected to be approximately $80 million. Same store cash NOI growth is expected to be between 5% and 5.5% for the year. We expect year end occupancy of approximately, sorry, of approximately 91.5% for the office portfolio and north of 80% for residential. Our guidance does not assume a material increase in transient parking. But as we've noted on prior calls, we expect to pick up $1 million a month when we get back to pre-COVID levels. With respect to the three San Diego life science transactions, we will be adding them to the redevelopment portfolio and capping interest in phases as follows. On average, we are modeling six to nine months of redevelopment, which are estimates based on what we know today and could be impacted by a variety of factors, including tenant modifications. At 12340 El Camino Real, which is 100% leased to DermTech, we expect to add this 96,000 square foot building to the redevelopment pipeline this quarter. At 12400 High Bluff, which is approximately 85% leased to Tandem Diabetes, we expect to add 75% of this 182,000 square foot lease to the redevelopment pipeline in late 1Q next year. At 4690 Executive Drive, which is 100% leased to Sorrento Therapeutics, we expect to add this 52,000 square foot lease to the redevelopment pipeline in two phases, half in late 1Q next year and the remainder in early 2023. We do not have any additional acquisitions in our forecast. Taking into account all these assumptions, we project 2021 FFO per share to range between $3.74 to $3.80 with a midpoint of $3.77. This updated midpoint is the same as our prior guidance, even after including the debt redemption costs of $0.115 in the fourth quarter. This is largely driven by the acquisition of West 8th, which contributed $0.06 to our results and earlier revenue recognition of Cytokinetics and better operating results, including $0.015 of lease termination fees, all totaling 5.5%, $0.55. Excluding the $0.115 of debt redemption cost, the midpoint of our guidance would have been up 3% or $3.89 of FFO per share. That completes my remarks. ","q3 ffo per share $0.98. " "Such risks and uncertainties include, but are not limited to, those that are described in Item 1A in Kohl's most recent annual report on Form 10-K and as may be supplemented from time to time in Kohl's other filings with the SEC, all of which are expressly incorporated herein by reference. 2021 was a pivotal year for the company. We achieved record earnings per share and successfully launched several key strategic initiatives that position us to drive growth for years to come. I am proud of how our team has remained agile and focused in a challenging environment during the past couple of years. We've proven that Kohl's is an incredibly strong and resilient company and has a very bright future. During today's call, I want to leave you with three things. First, we have fundamentally restructured our business to be more profitable. In 2021, we delivered an all-time record adjusted earnings per share of $7.33, eclipsing our previous high of $5.60 in 2018. And our operating margin of 8.6% exceeded our goal of 7% to 8% two years ahead of plan. Second, our strategy is building momentum. Sephora is driving impressive results, which gives us a lot of confidence as we expand the partnership to more than half of our store base this year. We are also pleased with the ongoing strength in our active business, which grew more than 40% relative to last year. And third, we are returning a significant amount of capital to shareholders. We continue to see a lot of value in our company and are reinforcing our commitment to driving shareholder value in 2022. The board has approved a 100% increase in our dividend, which equates to an annual dividend of $2 per share. In addition, the board has authorized a $3 billion share repurchase program, and we plan to repurchase at least $1 billion this year, of which $500 million is expected to be repurchased through open market transactions or an accelerated share repurchase program executed in Q2 2022. In addition, we are focused on running our business the right way. We have a long-standing commitment to ESG stewardship, including a strong environmental platform, diversity and inclusion strategy and focus on giving back to communities. We continue to raise the bar in all of these areas and look forward to releasing our 2021 ESG Report in the spring, which will include details on our ESG goals, progress to date and SASB and TCFD reporting. We remain extremely confident in driving profitable future growth and cash flow generation, and we look to build on this past year's success in 2022 and beyond. I'll start by adding more color to our Q4 results. We drove strong margin improvement and delivered fourth-quarter earnings per share ahead of expectations. Following a strong sales start to the quarter, we experienced significant additional inventory receipt delays and were unable to fulfill all of the customer demand during this critical holiday time. We estimate that our sales growth was impacted by approximately 400 basis points as a result of the worsening of supply chain disruption to our business. We also experienced a softening in-store traffic in January due to omicron. Our ability to navigate these challenges and still report strong earnings is a testament to how we fundamentally restructured our business to be more profitable, with an assortment that has a higher margin profile and an expense structure that is more efficient. In terms of the top line, Q4 sales increased 6% to last year, led by a double-digit increase in-store sales. We saw the best performance in categories where we had sufficient inventory, such as active, and conversely, weaker results in areas with inventory challenges, like women's. This gives us confidence that as we improve our inventory position in 2022, we will be able to better capture customer demand and drive sales growth. Stores remain extremely important to our business. The vast majority of our customers shop our stores, and the stores play a central role in our omnichannel model. During the fourth quarter, more than 40% of digital sales were fulfilled by stores. As it relates to digital, sales increased 21% to the same period in 2019 and were down 1% to 2020. As a percentage of total sales, digital sales were 39% in the quarter. For the year, relative to 2019, digital sales increased 30% and accounted for 32% of total sales. From a category perspective in Q4, active continues to be a key growth driver of our business, with sales increasing more than 25% to both last year and on a two-year basis. Kohl's continues to assert itself as a leading destination for the overall active category, including performance, athleisure and outdoor, through its differentiated portfolio of national and private brands. We saw strength across all active categories in Q4: women's, men's, and children's apparel as well as in footwear. From a brand perspective, our key active national brands of Nike, Under Armour, adidas, and Champion all experienced exceptional growth. In addition, our national brands of Levi's, Vans, Ninja, Koolaburra by UGG, LEGO, and Hurley also outperformed. From a private brand standpoint, we saw strength in brands like Tek Gear, Sonoma and SO. Jill will share more color on the quarter in a moment. Let me now provide an update on our strategy and key 2022 initiatives. We made important progress in our pursuit of becoming a leading destination for the active and casual lifestyle in 2021. Core to this strategy is our product, building a meaningful beauty business, continuing to grow our active category, improving women's and introducing iconic relevant brands to further differentiate our brand portfolio. Many of these major initiatives were launched late in 2021 and are just starting to scale, with most of the upside opportunity still ahead of us. Let me start with our game-changing partnership with Sephora. As we've shared before, this introduction will propel Kohl's into a leading beauty destination. It also is a great example of how we are investing in profitable future growth by elevating our product assortment and the overall experience. Sephora drove significant beauty sales in its first holiday season at Kohl's. We are continuing to see increased levels of traffic and a mid-single-digit sales lift in the first 200 stores that have Sephora as compared to the balance of the chain. We continue to see strong new customer acquisition in our Sephora stores who are younger and more diverse. New customers represent more than 25% of Sephora at Kohl's shoppers. Customers are shopping across a wide range of price points and categories such as makeup, skincare, and fragrance. Some of the top-selling brands during the holiday season included Sephora Collection, Fenty, Too Faced, Charlotte Tilbury, OLAPLEX, and tarte. Sephora at Kohl's customers are also shopping across the store. More than half are attaching at least one other category in their purchase, with women's, accessories, and active being the most prevalent. The frequency of customer return trips is also building the longer the Sephora shops have been opened. Sephora will be a key driver of our growth in 2022 with the opening of another 400 new shops, reaching half of our store base. And in 2023, we will open another 250 Sephora shops. We are working closely with Sephora to test and launch additional opportunities to grow our collective business. We look forward to highlighting some of these at next week's Investor Day. In conjunction with the Sephora openings, we are also investing to elevate the overall store environment. We are repositioning categories to deliver against our new strategy, such as moving active to the front of the store. We continue to improve our merchandising efforts and offer an ongoing pipeline of newness and discovery. By the end of 2022, more than half of our store base will have Sephora and the new elevated experience, which is an important milestone in our evolution. In addition to moving active to the front of the store, we will be driving growth through further expansion in our assortment and elevated merchandising across all of our key national brands. We're also growing our outdoor business. Following the successful launch of Eddie Bauer, we will expand the brand offering from 500 stores to all stores in 2022. We will also increase distribution of Under Armour Outdoor from 400 stores to all stores and remain committed to growing our business with Columbia and Lands' End. And we're focused on further growing our plus size and big and tall businesses, which continue to resonate with our customers. In addition to Sephora and active, let me share some of our other key initiatives, starting with men's. Our men's business has continued to be a strong performer and benefit from our recent brand introductions of Tommy Hilfiger, Calvin Klein, and Hurley. We look to build on this momentum in 2022 by dedicating more space and expanding each of these brands. Let me now turn to women's, which is an important business for Kohl's. As you know, we have taken a number of steps to reposition the women's business. We entered 2021 with a conservative plan given the uncertainty of the year ahead and the significant transformation of that business. As the macro environment improved, we were challenged to sufficiently replenish our inventory levels given the worsening supply chain disruption. As a result, the core women's business operated with an average inventory down nearly 45% to 2019 during the fourth quarter. While 2021 included many challenges, the women's business delivered multiyear highs for sell-through, turn, and margins. You'll hear more about our women's strategy at next week's Investor Day. We are also focused on other initiatives across the business. We will inject more discovery into our stores with more frequent use of capsules such as: Draper James RSVP, a collection from the brand founded by Reese Witherspoon; and a premium denim offering, including Buffalo and Levi's SilverTab. Leveraging the reach of our strong omnichannel platform, we will also be introducing dozens of emerging products and brands on a rotating basis, including brands such as Colors for Good and Love Your Melon that have a philanthropic mission. Let me now provide a quick preview of what to expect at next week's Investor Day event. We are looking forward to sharing with you how we are evolving Kohl's into a focused lifestyle concept with a clear mandate on driving profitable growth. In addition to Jill and I, several other members of our executive leadership team will join us to discuss key initiatives across merchandising, marketing and technology. We will also review our long-term financial plan and highlight our ESG efforts. Before I hand it off to Jill, let me briefly summarize my comments today. 2021 was an important and pivotal year for Kohl's. We accomplished a great deal strategically and financially as we've highlighted today. Given the strong growth initiatives in front of us, we have great confidence in the future. We are focused on driving shareholder value and are reinforcing our commitment to returning capital to shareholders. We are doubling our dividend, and our Board has approved a $3 billion share repurchase authorization, with a plan to repurchase at least $1 billion in shares in 2022. As we close out this important year for the company, I want to express my sincerest gratitude to all of our associates across the country for their tremendous commitment and hard work. It has been an extraordinary couple of years, and this team continues to foster a strong culture, deliver exceptional service to our customers and create a bright future for Kohl's. I want to start by reiterating the three key takeaways from today's call: one, we have fundamentally restructured our business to be more profitable, and this is showcased by a record year of EPS; two, our strategy is building momentum, and this will continue in 2022; and three, we are reinforcing our commitment to driving shareholder value, doubling our dividend and planning to repurchase at least $1 billion in shares in 2022. For today's call, I'm going to review our fourth-quarter results, discuss our capital allocation plans and then provide details on our 2022 guidance outlook. For the fourth quarter, net sales increased 6% to last year, and other revenue, which is primarily credit revenue, also increased 6%. As Michelle indicated, following a strong start to the quarter, the sales trend worsened due to inventory receipt delays and the spread of omicron. We estimate that our sales were impacted by approximately 400 basis points in the fourth quarter as a result of supply chain challenges. Turning to gross margin. Q4 gross margin was 33.2%, up 124 basis points from last year, driven primarily by higher inventory turns and regular price selling, reduced sourcing costs, and pricing and promotion optimization strategies. This was partially offset by higher transportation costs as freight expense was more than 140 basis point headwind to gross margin in Q4 and was $40 million higher than we expected. Now let me discuss SG&A. In Q4, SG&A expenses increased 5% to $1.7 billion, driven principally by our top-line growth. As a percentage of revenue, SG&A expenses leveraged by 15 basis points to last year, with improved store labor productivity and lower technology expenses more than offsetting increased wage investments across our stores and fulfillment centers. Depreciation expense of $207 million was $11 million lower than last year due to lower capital spend. In total, our Q4 operating margin was 6.9%, representing an increase of 172 basis points to last year. Last, let me touch on some additional financial items. Interest expense was $5 million lower than last year due to lower average debt outstanding during the quarter based on steps we took in 2021 to return our balance sheet to its healthy prepandemic debt structure. Net income for the quarter was $299 million, and earnings per diluted share was $2.20. This compares with last year's adjusted earnings per share of $2.22, which included $1.15 of tax benefits. As evident in our performance during 2021, our strategic actions over the past 18 months to enhance our gross margin and improve the efficiency within our expense structure are working. For the full year, we achieved a gross margin of 38.1%, which exceeded our 36% target, and we have managed expenses tightly, lowering marketing and technology spend each by more than $100 million since 2019. These were key drivers in our ability to deliver an operating margin of 8.6% in 2021, exceeding our 2023 target of 7% to 8% two years ahead of plan. And we reported an all-time record earnings per share of $7.33, well ahead of our prior high of $5.60 in 2018. Turning to the balance sheet. We continue to be in a strong financial position. We ended the quarter with $1.6 billion of cash and cash equivalents. As it relates to inventory, we continue to deliver very strong inventory turnover in Q4, resulting in a 4.1 times turn for the year, achieving our goal of four times or more. Our inventory balance at year end was 13% lower than 2019. However, this was not reflective of our position during the holiday period. We entered the quarter with inventory trending down 25% to 2019 and slightly worse on an available-for-sale basis, and we expect it to maintain this level through the holiday. However, a strong start to November, coupled with unexpected receipt delays, led to significantly less inventory in stores than planned during the key shopping weeks. Average available-for-sale inventory was down nearly 40% to 2019 during November and December, and our position in stores was even worse than this. In assessing our results, it was clear that our challenged inventory position hindered our ability to drive the intended sales. We saw a distinct correlation between inventory and sales growth across our store base and across our categories. Our inventory position began improving in January as receipts began arriving, though was still down approximately 30% on average during the month. Looking ahead, we feel good about our overall inventory composition. Although certain receipts were late, we don't believe we have a margin liability as we will continue to work through inventory in Q1 in core merchandise items like fleece and use pack and hold strategies on seasonal goods such as sleep sets and pajamas. And we've taken additional proactive steps to ensure we are better positioned. Turning to cash flow. We continued our strong cash flow generation with $497 million of operating cash flow and $296 million of free cash flow in Q4. For the full year 2021, we generated operating cash flow of $2.3 billion and free cash flow of $1.6 billion. Capital expenditures for the year were $605 million, driven mainly by Sephora build-outs, refreshes, and fixtures for new brand launches as well as the completion of our six e-commerce fulfillment centers. For 2022, we are planning capital expenditures of approximately $850 million. This is higher than 2021 due to our continued investment in enhancing our store experience, including 400 Sephora build-outs and store refreshes as well as five new stores and four relocations. Now let me discuss our capital allocation actions. During the fourth quarter, we further accelerated our share repurchase activity, buying over 10 million shares for $548 million. For the full year, we repurchased 26 million shares for $1.35 billion and ended the year with approximately 131.3 million shares outstanding. As it relates to our dividend, we paid $147 million to shareholders in 2021. In total, we returned $1.5 billion to shareholders in 2021. The board has approved a 100% increase in our dividend, which equates to an annual dividend of $2 per share, and a $3 billion share repurchase authorization. In 2022, we plan on repurchasing at least $1 billion, illustrating the confidence we have in our business and in our key strategic initiatives. Now let me provide details on our outlook for 2022. As you've heard today, we are confident in our strategies to continue our growth in 2022. Our guidance assumes that our business will strengthen as the year progresses, given the timing of our key strategic growth initiatives, specifically the rollout of our 400 Sephora shops. For the full year, we currently expect net sales to increase 2% to 3% versus 2021; operating margins to be in the range of 7.2% to 7.5%; and earnings per share to be in the range of $7 to $7.50, excluding any nonrecurring charges. Let me share some additional guidance details and notes. We are expecting higher G&A and interest expense in 2022 due to lease accounting. As we have stepped up our investment in stores with Sephora and refreshes, it has resulted in a number of leases being reclassified to finance leases from operating leases. Accounting treatment for finance leases recognizes expense in G&A and interest expense rather than rent expense. As a result, we expect G&A to be approximately $860 million and interest expense of approximately $300 million in 2022. And lastly, we expect a tax rate of approximately 24%. I want to highlight some additional guidance items. First, from a net sales perspective, we expect Sephora to be a key driver of our growth in 2022 with the opening of another 400 new shops. Given the timing of the Sephora store openings and inventory flow normalizing, we are expecting sales growth to build as the year progresses, with the second half stronger than the first half. Second, we are expecting significantly higher freight and product cost inflation in 2022. While we will benefit from our ongoing sourcing initiatives and some pricing actions, we do not expect to fully mitigate the headwind. As a result, we are planning gross margin to contract by approximately 100 basis points in 2022 relative to 2021. Third, from an SG&A expense perspective, we are planning expenses to be higher in Q1 and Q2 driven by the opening of 400 Sephora stores and the related store refresh costs. And fourth, our guidance assumes our plan to repurchase at least $1 billion of shares in 2022, of which $500 million is expected to be repurchased through open market transactions or an accelerated share repurchase program executed in Q2 of 2022. For modeling purposes, please note that we ended 2021 with 131.3 million shares. In summary, our business remains financially strong. We delivered record earnings per share in 2021 and returned $1.5 billion in capital to shareholders. We will build on this performance in 2022 as we scale key initiatives and improve our inventory positions. I will now hand it back to Michelle. Before we move to Q&A, I want to address some of the uninformed and inaccurate commentary regarding the Board's openness to maximizing value. We have a strategic and financial plan that will deliver substantial value. The board is testing and measuring that plan against other alternatives. As we announced on February 4, the company retained Goldman Sachs to engage with interested parties. That effort continues and has included engaging with unsolicited bidders as well as proactive outreach. Engagement with those parties is ongoing. Our proxy, when filed, will provide more detail. The board is committed to fulfilling its fiduciary duties and will choose the path it believes will maximize the value to shareholders. So contrary to what others might say, the Board's approach is robust and intentional. We won't be commenting further on this topic during today's call. ","q4 earnings per share $2.20. sees fy earnings per share $7.00 to $7.50 excluding items. sees fy sales up 2 to 3 percent. " "Joining me virtually today, as we are all working from home, are Mary Hall, our CFO; Robert Traub, our General Counsel; and Shane Hostetter, our Head of Finance and Chief Accounting Officer. We have slides for our conference call. You can find them in the Investor Relations section of our website at www. A great deal has changed in the world with the COVID-19 pandemic since our last quarter's conference call. For us, our top priority is to protect the health and safety of our employees and our customers, while ensuring our business continuity to meet our customers' needs. All of our 34 plants around the world are operating and we are meeting our customers' needs. I am very proud of what the Quaker Houghton team has done to continuing servicing our customers as well as continuing with our integration, which has not missed a beat. In our last conference call, we knew China was being impacted by COVID-19, which really started impacting us in February. But in the second half of March, we began experiencing impacts everywhere around the world. And toward the end of March, many of our customers had significantly reduced production or shut down altogether, especially in the automotive sector. Overall, we estimate that COVID-19 impacted our sales by about 4% in the first quarter. We were also impacted by Boeing temporary halting the 737 MAX production, which impacted sales by approximately 1%. These were the two main drivers of our volume decline in our pro forma comparisons. We have gone through a customer-by-customer analysis to see what our gains and losses and market share were at the customer and product levels. This analysis continues to show that we took share in the marketplace as we estimate total organic volume growth due to net share gains was approximately 2% in the first quarter of this year versus the first quarter of last year. Concerning gross margins, you may recall from our comments in the past that the combined gross margins of Quaker Houghton were expected to be about 1% lower than stand-alone Quaker. In the first quarter comparison, you can see this difference is only 0.5 percentage point. This is indicative of our raw material savings from our integration starting to come through. While crude was also decreasing during this period, we do not see any material benefits from this as of yet, as our raw material costs were relatively stable. So overall, the first quarter results were somewhat better than expected when considering the COVID-19 impact. Our first quarter pro forma adjusted EBITDA grew 10% versus last year due to our integration savings, the impact of the Norman Hay acquisition last quarter, and the additional cost control measures we put in place to combat the global effect of COVID-19 on our volumes. This event has been similar in many ways to what we went through in late 2008. Just like then, we took fast action to save cost in numerous ways. Essentially, all discretionary expenses have been eliminated. We stopped new hires, executive pay cuts were implemented, some positions were furloughed, and our planned capital expenditures have been cut by over 30%. And very importantly, we reviewed our integration's synergy plans in light of this situation and took additional actions as well as accelerated other synergies where possible. We have now increased our guidance on synergy achievement. For 2020, our new estimate is $53 million of cost synergies achieved versus our previous estimate of $35 million. And the total synergies that we estimate will be achieved by 2022 have been raised from $60 million to $75 million. One question we have been asked about is if this pandemic has impacted our integration. And the answer is that it really hasn't negatively impacted our integration in any way, especially in the timing. I give our people a tremendous amount of credit for being able to do plant shutdowns, product manufacturing site transfers, and ERP implementations during these challenging work conditions that we're currently operating under. For instance, we successfully implemented our [Indecipherable] at two sites recently and has done such all remotely due to the current working conditions. Our two years of planning are paying off and we're fortunate that we had this integration execution ongoing during this period of time to help us offset the volume impacts that we're experiencing. Even with these additional cost synergies, we have not done anything that will impact our business execution or strategic initiatives, including our ability to service our customers well, continue to grow above the market into the future, and further develop and execute on our strategic platform. Looking forward to the rest of the year, we expect the second quarter to be the most challenging quarter. Many of our customers has significantly reduced production or shut down. For example, our April revenues were down in the order of 30%. We do anticipate that in the second half of the year, we will begin to see a gradual sequential improvement in business through the rest of the year. However, we do not expect our business to return to the levels expected pre-COVID-19 by the end of the year. Given how clouded the economic environment is to the COVID- 19, we will not be providing specific guidance at this time. However, in order to try to give some direction for the remainder of the year, I can say that we're currently see that the second quarter's adjusted EBITDA could be down by nearly half of the first quarter's adjusted EBITDA. For the full year, we expect our adjusted EBITDA to be more than $200 million. And we do not expect to have any liquidity or bank covenant issues. Overall, our higher expected synergies, additional cost saving actions, the improvement in our gross margins, and the expected release in cash via working capital reductions are expected to continue to help us during this period of time when our volumes are down. And if we look forward to 2021 and 2022, I continue to be optimistic in our future, and I do expect us to achieve significant increases in our adjusted EBITDA, as we complete our integration cost synergies, continue to take share in the marketplace, and benefit from a projected gradual rebound in demand in our end markets over this period of time. I am so proud of how our team has performed in servicing our customers, meeting their needs, and successfully continuing on with our execution of our integration, which is so critical for us this year. People are everything in our business and by far our most valuable asset, and ensuring their safety and well-being is and will continue to be a priority for us. I'm very happy with our Quaker Houghton team and what we have and will be able to accomplish for our customers, both now and going forward. I will now hand it over to Mary so that she can review some of the key financials for you for the quarter. These are available on our website. Please also note that we updated the risk factors in yesterday's first quarter 10-Q to address COVID-19-related issues and these risk factors should be reviewed along with those in our 2019 Form 10-K. Reconciliations are provided in the appendix of this investor deck. We followed a similar review format for this deck as the one we used for our last couple of calls post Combination, where our comparison periods show actual and non-GAAP results as well as pro forma sales and pro forma adjusted EBITDA as if we've been combined with Houghton throughout the periods presented. So please see Slides 6 and 7 and also the chart on Slide 8, while I review some highlights. When we had our Q4 earnings call in early March, we noted that we continued to face strong headwinds from global automotive and general industrial weakness that surfaced the latter half of 2019, as well as a stronger U.S. dollar. COVID-19 at that point was generally considered a China issue. As March unfolded, COVID-19 became a global pandemic as Mike noted, significantly exacerbating the auto and industrial weakness already seen. So, while our actual sales are up significantly to $378.6 million in Q1, this is due to the inclusion of Houghton and Norman Hay. On a pro forma basis, as if Houghton was also in Q1 of 2019, net sales were down 3%, which reflects negative impacts from lower volumes and foreign exchange, partially offset by additional sales from Norman Hay. Despite the challenges we faced in Q1, the Company generated good cash flow and adjusted EBITDA, which was up 10% on a pro forma basis and non-GAAP earnings per share of $1.38 was well above consensus of $1. Gross margin of 35.4% for Q1 was down from 35.9% Q1 of last year, which is in line with our expectations and communication. We previously noted that somewhat lower gross margins in the legacy Houghton business due in part to the accounting treatment for Fluidcare, the chemical management business. If Houghton was included in the prior year, we estimate that our prior year gross margin would have been approximately 1% lower. This indicates improvement in the current quarter's gross margin, which largely reflects the procurement savings related to the combination that Mike mentioned. In the table on Slide 8, you can see a reported operating loss of $12.4 million in the GAAP section but in non-GAAP operating income of $36 million in the middle section. The main non-GAAP adjustments are combination and restructuring charges totaling about $10 million and a $38 million non-cash impairment charge in Q1 to reflect the writedown of our Houghton trademark indefinite-lived intangible assets to their estimated fair value. These were recorded at fair value at close of the Combination on August 1, 2019 and tested for impairment during the fourth quarter of 2019. However, given the recent changes in business conditions as a result of COVID-19, we determined that these assets needed to be tested again and confirm their carrying value exceeded their current estimated fair value by approximately $38 million. As we noted in our 10-Q, as business conditions evolve, we will continue to reevaluate all our long-lived assets as necessary. In non-operating items, we reported a non-cash charge of $22.7 million for final settlement and termination of legacy Quaker's U.S. defined benefit pension plan, a process we previously disclosed. The offset is reflected in the accumulated other comprehensive income/loss account in the equity section of the balance sheet. Concurrent with this termination, the Company paid approximately $1.8 million, subject to final adjustment. Our reported effective tax rate was a benefit of 31.1% in Q1 2020 versus an expense of 26.8% in Q1 of last year. Adjusting for all one-time charges and benefits, we estimate our ETR would have been 22% this Q1 and 24% in Q1 last year. We currently expect our full-year ETR, excluding all one-time charges and benefits, to be between 22% and 24%. Our non-GAAP earnings per share of $1.38 is down from $1.41 in Q1 last year, due primarily to the additional shares issued in the Combination, partially offset by the inclusion of Houghton and Norman Hay. Sequentially, non-GAAP earnings per share is up from $1.34 in Q4 of 2019, which included Houghton and Norman Hay and the additional shares. On Slide 9, we show the trend in pro forma trailing 12 months adjusted EBITDA, which reached $239 million as of Q1, up from $234 million at the end of 2019. This increase reflects the strong adjusted EBITDA performance in Q1 of $60 million, up 10% from pro forma Q1 last year of $55 million due to the inclusion of Norman Hay and the benefits of cost savings realized in the quarter from the Combination. On Slide 10, we provide an update on our leverage and liquidity. Please note that we drew down most of the available liquidity on our revolving credit facility in March in an abundance of caution as COVID-19 went global and created significant uncertainty and volatility in all global markets. This drop was leverage neutral as the additional cash in our balance sheet is a direct offset to our debt. In fact, our reported net debt to adjusted EBITDA declined to 3.40 times from our year-end level of 3.47 times as a result of good cash flow and the cost savings mentioned earlier. Our bank covenant ratio also improved from about 2.94 at year-end to 2.76 at the end of this quarter per the definitions in our borrowing agreement. We expect to continue to be in compliance with our bank covenants and we have strong liquidity to support these uncertain times. Our capital allocation decisions reflect these priorities, including an approximately 30% reduction in previously planned capex. As you know, we have a very asset-light business model and we also expect a release of working capital at sales decline to generate good cash flow similar to the global crisis in 2008/2009. Our cost of debt continues to benefit from declining interest rates and was estimated at approximately 2.4% at March 31 versus about 3% at year-end. As Mike mentioned, we're encouraged by the additional cost synergies realized to date and expected to be achieved overall. The increase in expected realized synergies this year from $35 million to $53 million in addition to the cost reduction actions we have taken to address the global crisis and our history of generating good cash flow in downturn all give us confidence in our ability to weather this storm. ","q1 non-gaap earnings per share $1.38. q1 sales $378.6 million versus refinitiv ibes estimate of $362.8 million. quaker chemical - qtrly net sales negatively impacted by volume declines due to boeing's decision to temporarily stop production of 737 max aircraft. qtrly net sales also negatively impacted by volume declines primarily attributed to initial impact of covid-19. expects to realize combination cost synergies of $53 million in 2020, $65 million in 2021 and $75 million in 2022. expect our q2 adjusted ebitda to be down by nearly half of q1 adjusted ebitda. expect full year adjusted ebitda to be more than $200 million. expects reductions in headcount and site closures to continue to occur during 2020 and into 2021 under restructuring program. currently does not expect to see significant net cash outflows for 2020. has no material debt maturities until august 1, 2024. as we look forward to 2021 and 2022, we expect to achieve significant increases in our adjusted ebitda. " "We have slides for our conference call, you can find them in the Investor Relations section of our website at www. A great deal has changed over the past year with the COVID pandemic for us. Our top priority is and has been the protect the health and safety of our employees and our customers, while ensuring our business continuity to meet our customers' requirements. All of our plants around the world are operating and we are continuing to meet our customers' needs. Despite the challenging conditions caused by COVID as well as the current year global supply chain pressures that have impacted raw material availability. I'm very proud of what the Quaker Houghton team has done the continue to service our customers, as well as continue our integration. Our results for the second quarter were stronger than we expected. This was primarily being driven by continued strong sales. While sales volumes were down 3% from the first quarter, the first quarter was unusually strong as we believe some of our customers were replenishing their inventories. If we compare our second quarter sales to the fourth quarter of 2020, which was another strong quarter for us, our current quarter sales volumes were up 4%. You can see from chart 8 where we show our sales volume trends that our sales volumes were up 35% from the second quarter of last year and has sequentially improved at a steady rate since then with the first quarter being unusually high as I mentioned earlier. Overall, our top line revenue was up 52% from the second quarter of 2020 with all segments showing strong growth since 2020 was particularly hard-hit from COVID. On a sequential basis sales were up 1% from the first quarter with 3 of our 4 segments showing growth, but our Asia Pacific segment was down 5%. Overall sales were great for Asia Pacific continue to be strong, but did sequentially declined compared to the first quarter due to unusually strong demand in the first quarter in our China metalworking business, but this is largely due to certain customers replenishing their supply chain in the first quarter. We are also seeing higher selling prices, which we estimate increased an overall 6% in the quarter, with increases in all 4 segments. I also want to point out that our ability to gain new pieces of the business and take market share also contributed to the strong performance as our analysis shows, we had total organic sales growth due to net share gains of approximately 4% in the second quarter of 2021 versus the second quarter of 2020. So we continue to feel good about our ability to deliver on our historical performance of consistently growing 2% to 4% points above the market due to our share gains. And looking forward, we continue to feel good about these levels of share gains given the opportunities we have recently won or or actively working on. While strong sales were a positive for us in the quarter, a clear negative was the continued increase in our raw material costs. While we knew raw material costs we're increasing the last time we talked, the increases have continued longer and at a higher level than we expected. Overall, our cost of raw materials have increased an additional 10% since our last call in May when our original expectation was that it will begin to stabilize in June. This has not been the case, there is tremendous stress on the supply chain of raw materials and logistics. Further, the availability of raw materials has impacted us at times for I'm proud to say that we've navigated this so far and have ensured that all our customers' businesses continue to operate. The increase in raw material costs did put downward pressure on our gross margin in the second quarter and this increase in raw materials will continue into the 3rd quarter, just given the sheer magnitude and duration of the additional increases and the lag effect we experience between the time raw material cost increase and the time we have to fully implement price increases to offset them. So overall, we're very pleased with the quarter given the raw material issues we are facing as we achieved our second highest quarterly adjusted EBITDA ever. Our trailing 12-month adjusted EBITDA is now $277 million compared to the $222 million in 2020. So we are already experiencing the step change we projected in our profitability. Synergy achievement also was a factor in our results as we achieved $18.5 million in the current quarter compared to $12.5 million last year. Related to our liquidity. We did increase our net debt in the quarter due to increases in our working capital related to raw material costs and availability. However, our leverage ratio of net debt to adjusted EBITDA continued to improve from 3.1 at the end of the first quarter to 2.7 now. As we look forward to the 3rd quarter, we expect short-term headwinds from higher raw material costs and additional impacts in the automotive market due to the continued semiconductor shortage and some typical seasonality impacts. I do now see the 3rd quarter as our lowest quarter of the year, both in terms of gross margin and profitability. However, we do expect our margins and profitability to sequentially improve in the 4th quarter. We expect raw material prices to stabilize by the end of the 3rd quarter and we expect our product margins to get back to their targeted levels as we exit the year. As I think about our full year, we are continuing with our previous guidance, which is the floor or the low end of our expected adjusted EBITDA. However, a more optimistic on the year than I was several months ago, while we may end up the year in the same place or slightly better based on our strong first half. That the shape of our years expected profitability trend has changed. Essentially, we are seeing higher demand for the year but greater margin pressures in the near term, which is expected to be largely offset this higher demand. However, the margin pressures are expected to be short-term in nature once our price increases are fully implemented. So we are currently expect to exit the year at a better-than-expected demand for our products and our product margins largely returning to our expected levels. So, we now expect the year's profitability to be in a similar or slightly better place compared to our previous expectations. I feel better about the scenario than the already positive one I envisioned a few months ago. We will have a step change in our profitability essentially complete our integration cost synergies continue to grow above the market by taking share and reach our targeted net debt to adjusted EBITDA leverage of 2.5%. I'm so proud how our team has performed in servicing our customers, meeting their needs and successfully continuing with our integration execution, which is both critical and difficult for us given the conditions we face. People are everything in our business and by far and was valuable asset and ensuring their safety and well-being is and will continue to be a top priority for us. So I can't help but reemphasize my pride for our Quaker Houghton team and what we have and will be able to accomplish for our customers and investors both now and going forward. Looking at our second quarter performance, we had another strong quarter. And as Mike mentioned, it was really the story of a positive solid top-line performance but tempered by a negative higher input cost due to the global supply chain disruption that we and the rest of the world are currently facing. As I begin to discuss our quarterly performance, I'll point you to Slide 6, 7 and 8 in our call charts, which provide a further look into our financials. And also I want to remind everyone that our prior year comparison was heavily impacted by COVID-19 hitting us the hardest. In the second quarter of 2020. Our record net sales of $435.3 million increased 52% from the prior year and this was driven by 35% higher volumes, 8% from foreign exchange, 5% percent from acquisitions and 4% from price and mix. When looking sequentially, we were up 1% from the first quarter as increases from our pricing initiatives offset about 3% lower volumes quarter-over-quarter. As the first quarter enjoyed some additional volumes due to customers replenishing their inventories. Turning to our gross margin trend, our second quarter margin ended at 35.5% which as we expected, was down roughly 1% sequentially due to the pricing lag that Mike previously discussed. That said we did show improvement compared to 34% in the prior year, but this 1.5% improvement year-over-year is really due to the impact of fixed manufacturing costs on prior year volume levels as well as the benefit of strong execution of integration synergies, which offset higher raw material costs in the current quarter. We expect 3rd quarter gross margin to be at or somewhat below our second quarter level before beginning to increase in the 4th quarter. As we exit the year, we do expect our product pricing to catch up to the current year raw material increases. However, the impact of price increases to our top line will naturally impact our overall gross margin levels as we priced to ensure we retain our product margins, at least on a per-kilo basis to ensure we maintain our levels of gross profit in dollars rather than percent. SG&A was up $22 million compared to the prior year quarter as we had additional direct selling costs due to our increase in sales, higher labor and other costs that were directly impacted by COVID last year. Additional costs associated with our recent acquisitions, and higher SG&A due to the impact of foreign exchange, which were partially offset by additional savings from integration cost synergies. The net of this performance resulted in our second highest ever adjusted EBITDA of $70.1 million for the quarter, up 118% compared to the prior year COVID impacted, $32 million. As you could see in chart 9, this increased our trailing 12-month adjusted EBITDA to a record $277 million. From a segment perspective, these results were really driven by higher operating earnings in each of the company's segments year-over-year. This was certainly attributable to the prior year weak performance due to COVID but this quarter also benefited from recent acquisitions higher integration cost synergies as well as the market share gains Mike previously mentioned. When looking at our segment's sequential performance each segment's top line was above the first quarter as global pricing initiatives offset some volume decline quarter-over-quarter with the exception of Asia Pacific, who had a decline in sales as they experienced a very strong first quarter specifically in certain China metalworking markets. Each segment's top line performance drove their sequential operating performance to be relatively consistent compared to the first quarter in the Americas, EMEA and GSP. As the pricing initiatives largely offset lower volumes and the impacts of higher raw material costs. Whereas, Asia Pacific did have a sequential decline in earnings, which was largely due to the exceptional first quarter that I previously mentioned. From a tax perspective, we had an effective tax rate of 32.2% in the quarter compared to 57.9% in the prior year. Excluding various one-time items in each period, our tax rate would have been 24% for the current quarter compared to 18% in the prior year, which was a bit low due to the impacts from COVID on our effective tax rate. To note, we do expect both our 3rd quarter and full-year effective tax rates will be in the range of 24% to 26%. Our non-GAAP earnings per share of $1.82 grew over 700% compared to the prior year as our strong operating earnings, coupled with over $1 million of interest savings due to lower borrowing rates or partially offset by slightly higher tax expense. As we look to the Company's liquidity summarized on chart 10, our net debt of $759.2 million increased about $9 million in the quarter, which is primarily driven by $7.1 million of dividends paid, $6 million of additional investments in normal CapEx as well as a small acquisition, which were partially offset by $3 million of operating cash flow. The quarter's low operating cash flow was driven by further investment in the company's major working capital requirement. Specifically, the company had considerable increases in the inventory, which were due to higher raw material costs, restocking of low levels given past impacts of COVID as well as bulk purchases to ensure safety stock given the disruption in our global supply chain. Looking ahead to the second half of the year we believe our operating and free cash flow will return to the typical levels we've demonstrated in the past, as we don't believe we will have such dramatic increases in working capital to sustain our day-to-day operating requirements. Despite an increase in net debt, the company was able to significantly improved our reported leverage ratio to 2.7 times as of Q2 2021 compared to 3.1 times at the end of March. Overall, I want to emphasize we are committed to prudent allocation of our capital. This includes prioritizing debt reduction, while continuing to pay our dividends, which we just to get out the 5% increase as well as investing in acquisitions that provide growth opportunities which make strategic sense. And all while remaining committed to reducing our leverage, which we still expect to be at our target of 2.5 times by the end of the year. So, to summarize Quaker Houghton had another strong quarter that was above our expectations due to continued strength in demand, and good market share gains, which partially offset higher input costs. Our liquidity remains very healthy, and we remain committed to our overall capital allocation and deleveraging strategy. That concludes my remarks. ","q2 non-gaap earnings per share $1.82. q2 sales $435.3 million versus refinitiv ibes estimate of $392 million. " "This is Devan Bhavsar, and joining us today from Kennedy-Wilson are Bill McMorrow, Chairman and CEO; Mary Ricks, President; Matt Windisch, Executive Vice President; and Justin Enbody, Chief Financial Officer. Please see the Investor Relations website for more information. I'm very pleased with our strong third quarter results, which saw EBITDA -- adjusted EBITDA increased over 165% compared to Q3 of 2020 and the record results we have posted for the first nine months of the year. Adjusted EBITDA totaled $741 million thus far in 2021, compared to $261 million for the first nine months of 2020. We've made tremendous progress this year on our two key initiatives, growing our in-place annual NOI and growing our fee-bearing capital. We had a very active quarter, completing $1.8 billion of investment transactions, bringing our year-to-date total to $4.4 billion. Our assets under management has grown by 17% in 2021 to a record $20.5 billion, from $17.6 billion at the end of 2020. We have a strong pipeline of new transactions that we expect to close by the end of the year, which would further increase our AUM and result in a record year of capital deployment for KW. I'd like to start by providing some perspective on what we are seeing in our markets, as real estate fundamentals continue to improve in the quarter. Global transaction volumes remain healthy, with Q3 volumes in the U.S. increasing 150% from last year's levels, according to Real Capital Analytics. Institutional demand for real estate remains high, with trillions of dollars of capital globally that continue to search for sound risk-adjusted returns. 2021 operating metrics continue to improve for us. In our U.S. market, we saw continued impressive apartment rent growth, with rents increasing at one of the fastest rates in recent memory across all our regions. Investor demand for high-quality rental housing remained very strong and has resulted in cap rate compression and further increases to the value of our real estate portfolio. Our Mountain West apartment portfolio, which is our largest region, with almost 11,000 units, outperformed once again, driven by very attractive migration trends and relative affordability. We also saw significant improvements in our Pacific Northwest and California portfolio, as pandemic-related moratoriums began to burn off, and we expect meaningful rent growth in all of these areas over the next 15 months. In Europe, we saw outstanding performance in our U.K. and Dublin properties. On July 19, the U.K. removed all COVID restrictions. And in Dublin, essentially all travel reopened on July 26, and we saw a gradual return to office that we expect will accelerate over the next six months and have a positive impact on our portfolio. Strong leasing demand in our Dublin multifamily portfolio resulted in occupancy growing by over 400 basis points in Q3 to 96.6 occupancy. The key acquisitions in the quarter were three wholly owned with multifamily assets totaling 879 units that we acquired for a total of $399 million. Two of these assets are located in suburban Seattle, and the third asset is located in suburban Denver. We look forward to implementing our value-add programs at these communities, which has consistently shown our ability to drive outsized returns. Our multifamily portfolio globally grew to a record 33,400 units at quarter end, including almost 5,000 units under development, which we expect to complete at yields well above current market cap rates. We're on track to increase our global unit count to 35,000 by year-end. Mary will speak later on the impressive growth of our European logistics portfolio. Our Q3 transactions grew estimated annual NOI to $413 million, an increase of $19 million in the year, and we increased our fee-bearing capital to $4.8 billion, representing a 23% growth year to date. I'm also pleased to announce that yesterday, our board of directors authorized a 9% increase to our quarterly dividend, which now annualizes to $0.96 per share. Looking ahead, I believe the key drivers of our business will be -- are well positioned with our multifamily portfolio, the reopening of our European markets, the growth of our investment management platform, and the completion of our development projects. Before we discuss these initiatives in more detail, I'd like to pass the call over to our CFO, Justin Enbody, to highlight our Q3 financial results. In Q3, we had GAAP earnings per share of $0.47 per diluted share, compared to a loss of $0.18 in Q3 of last year. Adjusted net income in the quarter grew to $112 million, compared to $27 million last year. And adjusted EBITDA grew to $203 million in the quarter, compared to $76 million in 2020. For the year, we've had GAAP earnings per share of $1.96 per share, adjusted net income of $424 million, and as Bill mentioned, adjusted EBITDA of $741 million, representing record results for the first nine months of the year. In our co-investment portfolio, which includes our unconsolidated funds and joint ventures, we continue to see appreciating asset values, driven by strong NOI growth and further cap rate compression. This strong performance led to $79 million in gains and $46 million of accrued performance fees in the quarter. For the quarter, including promotes, total adjusted fees were $56 million, up from $8 million in Q3 of last year. Turning to our balance sheet, in August, we issued $600 million of unsecured bonds maturing in 2030. The proceeds were used to fully pay off our line of credit, as well as the remaining $296 million of our KWE bonds due in 2022, which was completed in October. We have significantly improved our maturity schedule, with no unsecured debt maturities until 2025 and nothing outstanding on our $500 million revolving credit facility. Our debt has a pro forma average interest rate of 3.6% and a weighted average maturity of 6.5 years, which has improved by 2.5 years since the beginning of the year. During the quarter, we bought back $25 million of stock at an average price of $21.55. Since the beginning of 2018, we've now returned $750 million, or approximately $5.40 per share, to shareholders in the form of dividends or share repurchases, which includes repurchasing 15.7, million shares or approximately 10%, of our outstanding share count. We still have $213 million on our $500 million buyback authorization remaining, a portion of which was utilized in October. Our global multifamily portfolio continues to outperform, due to our market selection and our hands on asset management style. Our assets are experiencing improving market conditions, lower delinquencies and increasing rents. Positive migration trends and affordability continue to create outsized demand, in particular for our Mountain West portfolio, which saw same-property revenues grow by 11% and NOI grew by 15%. We think there remains strong upside in our Mountain West portfolio, where average rents are $1,366 per month, and as people continue to seek a higher quality of life and migrate out of higher rent, higher tax states. We are also starting to see improving trends from our Pacific Northwest and our California assets. Offices began to reopen, which has been a positive for renter demand. Rent concessions in the U.S. were down 63% in Q3 compared to Q3 of 2020, and we saw leasing spreads average a record 27% on new leases across our U.S. portfolio. We also continue to work with our tenants and take advantage of the rent relief measures that are available. The combination of these factors resulted in robust same-store revenue growth across our U.S. market rate multifamily portfolio of 8% and NOI growth of 12% versus Q3 of 2020. This represents our best quarter of NOI growth in the last five years. Sequentially, from Q2 of this year, revenues grew by an impressive 6% and NOI by 8%. In-place rents in our U.S. portfolio are now 6% above pre-pandemic levels. And with an average loss to lease of 15%, we believe our portfolio is set up for strong growth in 2022 and beyond. Similarly, at our Dublin apartment portfolio, we continue to see strong demand, as people begin returning to the city. This led to Clancy Quay being stabilized in Q2. And currently, Capital Dock is 77% leased and on track to be stabilized in Q4. Overall occupancy is now returning to pre-pandemic levels in Dublin. In addition to the mega-cap tech companies that have been large employers in Dublin for many years, other high-growth tech companies are looking to expand their presence in Dublin, such as Stripe, TikTok, ServiceNow, and First Data. We continue to believe in the long-term prospects of the Irish apartment market, driven by a young and growing population. Additionally, there are a large number of multinational companies with their European headquarters in Dublin, with a workforce that is more likely to rent than buy. Turning to our office portfolio, as tenants begin to return to the workplace, we are seeing improvements in the operational environment, including a growing number of firm requirements, requests for tours, and deals being executed. Quality in both design and construction and staff wellness continues to be an important factor as tenants are drawn toward amenity-rich buildings with ESG credentials. Thematically, we continue to focus on office tenants in high-growth and essential business sectors, including life sciences, media, and technology. When you include our suburban apartment and growing logistics assets, we believe this thematic approach positions our overall portfolio well for future cycles. A great recent example is at one of our largest office assets, 111 Buckingham Palace Road in London, where by October, we transacted on approximately 100,000 square feet of lease transactions, including 20,000 square feet under offer, which in total represents 45% of the building. These transactions will improve the occupancy significantly, from 80% to 100% in Q4, deliver 26% growth above in-place rents and 40% of the income at pre-COVID top rents in excess of GBP70 per square foot, compared to 15% in Q3 of 2020. Major tech firms represented 80% of the new leases, illustrating that top tenants are active in the market and willing to make decisions for the right space. 71% of our office NOI is from our European portfolio, which saw Q3 same-property revenue grow by 4% and NOI grow by 5%. These results were driven by strong rent collections, lower bad debt, and the burn-off of free rent in the quarter. With an even larger focus on employee retention, large corporate tenants are taking advantage of the benefits of modern, low-rise suburban offices, such as affordability, shorter commute times, and outdoor amenities. We continue to see this play out in our own portfolio, with approximately 90% of the NOI from low and midrise properties. We completed 585,000 square feet of leasing in the quarter, bringing our year-to-date total to 1.5 million square feet, with a WALT of 7.6 years. Our leasing pipeline remains strong, with 152,000 square feet of leasing completed thus far in Q4 and another 600,000 square feet in legals that we're actively working on closing out, giving us good momentum heading into next year. Turning to our investment management platform, we continued to see strong growth in the quarter, with our fee-bearing capital growing to $4.8 billion. This has now increased over 160% since the beginning of 2018. Our fast-growing global credit platform continued to lead the charge in Q3. In July, we announced a new GBP500 million commitment focused on European loans, bringing total global commitments to $3 billion. In Q3, we completed $440 million of loan investments, including our first loans in Europe on a few large industrial portfolios. Our debt platform grew by 24% to $1.4 billion in loans outstanding, with $140 million in future unfunded commitments. We've been able to attract institutional-quality borrowers with high-quality assets to our debt platform, with an average loan size of $70 million and weighted average maturity of four years. We continue to see a strong macroeconomic environment in the European logistics sector. Occupational demand has driven vacancy to an all-time low in the U.K. of 3.4%, and yields continued to compress across Europe, due to accelerating rent growth. Our thesis from the start when we launched this platform was that last-mile logistic properties in close proximity to transit centers would have strong demand, as they allow for companies to get their products to the end customer in an efficient manner. COVID has accelerated the thesis, as online sales penetration continues to grow, with online sales making up 28% of total retail sales in the U.K. Our industrial portfolio has grown rapidly, and including assets under offer, our portfolio has a gross value of approximately $1.1 billion today across 59 assets, with KW's share at approximately 20%. We look forward to further growing both our debt platform and our logistics platform in the fourth quarter and continued expansion of our investment management business, which has, in total, $2.1 billion in future commitments from our various strategic partners. Another important area of growth for KW will be the completion of our development and lease-up projects, where we continued to make progress throughout the pandemic. Our developments, totaling $2.7 billion at cost, are being delivered with strong sustainability credentials, with environmental improvements and tenant wellness at the center of our focus. Once these assets are completed and stabilized, we expect an incremental $105 million of estimated annual NOI to KW, which represents an initial yield on cost of approximately 6%. We are nearing completion of two office properties in the heart of Dublin, Hannover Quay and Kildaire Street, which total 134,000 square feet that are expected to complete in Q4 and Q1, respectively. We remain on track to complete the majority of our construction projects in 2023 and 2024, on time and on budget. Last month, we announced a new project that we are extremely excited about in a public-private partnership with Cal State Channel Islands. We are going to develop 589 residential units as part of a master-planned community in Camarillo, California. The project will have 310 wholly owned market-rate units, 170 affordable units built through our vintage housing joint venture, and 109 for-sale townhomes sold by Comstock Homes. This development sits adjacent to a 386-unit wholly owned community, which we acquired in 2016. A project of this nature was a natural fit for KW, given our broad multifamily expertise in developing both market-rate and affordable units. We are aiming to complete construction in 2024 and look forward to breaking ground in Camarillo later this month. With that, I'd like to pass it back to Bill. As you can see that we have a combination of ways to further drive earnings and cash flow growth at Kennedy-Wilson. As I mentioned on the last call, we have a clear path to grow our stabilized NOI at the rate of 10% to 15% a year over the next three years, driven by strong organic NOI growth, new acquisitions, and the completion of our construction. We also plan to grow our fee-bearing capital and resulting fees by 15% to 20% per year over the next three years. The combination of these factors should lead to significant growth in both our net asset value per share and our assets under management. As we look ahead to 2022, I'm very optimistic in our ability to continue expanding our business for a number of reasons. First, business conditions have rebounded as economies reopen, and we have a very healthy transaction and financing market, perhaps the strongest we've seen in the last decade. Second, over the last 18 months, we either grew or establish new investment platforms with well capitalized, extremely liquid, global strategic partners who have a keen desire to expand their relationship with Kennedy-Wilson. We can now creatively allocate capital across the entire capital structure and in a wide range of asset classes. Finally, our global investment team remains intact, and our global communication has never been better. I'm very pleased with the progress our team has made not only in Q3, but over the course of 2021. I'm also reminded of the importance of long-term relationships, both internally and externally to KW. Although I'm biased, we have an exceptional global team that has been working together for decades and our internal communication, as I mentioned, is the best it's ever been. This fact, combined with very high-quality properties in the right product category, located in diversified and growing markets, has set up KW for excellent long-term growth. And with that, Daven, I'd like to open it up to any questions. ","kennedy-wilson holdings inc - qtrly earnings per share $0.47. " "I am Alexandra Deignan, the company's Head of Investor Relations and Corporate Sustainability. Today's discussion also includes certain non-GAAP financial measures that we believe are meaningful when evaluating the company's performance. Hosting our call today are Kenneth Jacobs, Lazard's Chairman and Chief Executive Officer; and Evan Russo, Chief Financial Officer. Evan will start the discussion with an overview of our financial results, then Ken will provide his perspective on the outlook for our business. After that, we'll open the call to questions. Today, we reported record operating revenue for the second quarter and first half of 2021, driven by strong results across the firm. Second quarter revenue was a record $821 million, up 51% from a year ago, and first half revenue was a record $1.5 billion, up 33% from a year ago. Revenue for the last 12 months was a record $2.9 billion. This high performance underscores the strength of our franchise and the breadth and depth of our business. In financial advisory, record second quarter revenue of $471 million increased 61% from last year's period, reflecting broad based activity across sectors, market cap and regions. M&A completions in the second quarter increased substantially in the Americas, Europe and Asia as did private equity transactions. Our advisory revenue reflects a growing percentage of financial sponsor activity. Our Global Private Capital Advisory franchise also had a strong quarter serving financial sponsors with new fundraising and innovative secondary market solutions. Our second quarter restructuring revenue was down from last year's elevated level, and we expect lower levels of restructuring to continue in the second half of the year, given the strong liquidity across markets. Our sovereign and capital markets businesses continue to be active, advising governments and corporations on financing strategy and capital raising. Overall, our advisory business is experiencing unprecedented activity levels. Assuming current macroeconomic conditions, as we said last quarter, we expect that our Financial Advisory revenue in the second half of 2021 will be higher than the first half. Asset Management operating revenue reached an all time high for the quarter and first half of the year with second quarter revenue of $343 million, up 40% from a year ago. This reflected management fees on a larger base of assets under management, as well as strong incentive fees, primarily from European equity strategies. Average AUM for the second quarter reached a record high of $276 billion, 32% higher than a year ago and 6% higher on a sequential basis. As of June 30th, we reported AUM at a quarter end record level of $277 billion, 29% higher than last year's period and 5% higher on a sequential basis. The increase was primarily driven by market appreciation and positive foreign exchange movement with $0.8 billion of net outflows. The quarter's net outflows were limited to our equity platform, particularly in emerging markets. These were partly offset by net inflows in our fixed income and alternatives platforms. Gross inflows continue to be healthy across our platforms. As of July 23rd, AUM increased to approximately $278 billion driven primarily by market appreciation of $2.5 billion, partly offset by negative foreign exchange movement of $1.3 billion and net outflows of approximately $1 billion. We continue to see demand for global and international equities as well as our quantitative and fixed income strategies. We are investing for growth across the firm. In Asset Management, we continue to invest in people, technology and our distribution effort, as well as the development of new and existing funds and the scaling up of our platforms. In the second quarter, we launched an investment grade convertible bond fund, our fifth long only strategy in the convertible space, an area where we are gaining significant traction. In addition, this week we announced the senior hire to build and launch an investment strategy focused on sustainable private infrastructure. We continue to see substantial opportunities to recruit talented investment teams adding strategies that are complementary to our existing platforms. In financial advisory, we are driving growth with an elevated pace of strategic recruiting. Year to date, we have made more than a dozen senior hires, including several high level senior advisors to increase the firm's breadth of revenue sources and connectivity. Now turning to expenses, even as we invest for growth, we are maintaining our cost discipline. Our adjusted non-compensation ratio for the second quarter was 14.5%, compared to 18.3% in last year's second quarter. Non-compensation expenses were 19% higher than the same period last year, reflecting increased business activity over the last year's depressed levels. We continue to accrue compensation expense at a 59.5% adjusted compensation ratio in the second quarter. Regarding taxes, our adjusted effective tax rate in the second quarter was 25.2%. For the first half of the year, it was 26.7%. We continue to expect this year's annual effective tax rate to be in the mid 20% range. Lazard continues to generate strong cash flow, which supports return of capital to shareholders. In the second quarter, we returned $161 million, which included $111 million in share repurchases. We expect to continue our share repurchase program utilizing our cash flow from operations. Our total outstanding share repurchase authorization is now approximately $339 million. Ken will now provide perspective on our outlook. The global macroeconomic environment continues to strengthen and market conditions remain excellent for both our businesses. Even if the course of the pandemic remains uncertain, business conditions in most of the developed world are normalizing. Economic recovery continues to be underpinned by unprecedented support from central banks and fiscal policy. As CEOs, Boards and investors look past the short-term uncertainties, they are increasingly confident in the longer-term outlook. The forces driving global strategic activity remain in place. Technology driven disruption continues to be a catalyst for M&A across industries. The global push to lower carbon emissions is an emerging catalyst. The pandemic is driving structural changes in the real economy. Shareholder activism continues to evolve globally and there is an abundance of private capital being put to work alongside strategic capital and specs. Our advisory business is in high demand in this environment. We are serving clients with the most sophisticated capabilities and deep insights into local markets, reinforced by expertise from global sector and specialty teams. In Asset Management, we entered the second half of the year with a record level of assets under management. Low interest rates continue to drive demand for risk assets including equities and corporate and emerging market debt as well as alternative investments. Institutional investors continue to seek sources of differentiated alpha. Our Asset Management business is especially well positioned in this environment with a diverse array of innovative strategies and solutions for a sophisticated client base. We see significant opportunities for productive growth across our businesses, and we continue to invest in people, capabilities, technology infrastructure to enhance our competitive edge. We remain focused on serving our clients well, while managing the firm for profitable growth and shareholder value over the long-term. Lazard's people are returning to the office and meeting clients in person with greater regularity, which is boosting spirits across the firm. Even as we hope for a continued lifting of quarantines and travel restrictions, we have proven our ability to serve clients in both fully remote and hybrid environments. They are serving our clients with outstanding financial advice and solutions and they continue to be remarkably productive. They are improving day in and day out that Lazard's greatest asset is our people. Now, let's open the call to questions. ","q2 revenue $821 million versus refinitiv ibes estimate of $660.5 million. average assets under management (aum) for q2 of 2021 was $276 billion. qtrly financial advisory operating revenue was $471 million, 61% higher than q2 of 2020. aum as of june 30, 2021, was $277 billion. " "Presenting today are Ray Scott, Lear President and CEO; and Jason Cardew, Senior Vice President and CFO. Other members of Lear senior management team have also joined us on the call. The agenda for today's call is on Slide 3. First, Ray will review highlights from the quarter and provide a business update. Jason will then review our third quarter financial results and our full-year 2021 outlook. Finally, Ray will offer some concluding remarks. Now I'd like to invite Ray to begin. The third quarter was marked by the continuation of supply chain challenges the auto industry has been facing. Our financial results were negatively impacted not only by significant volume reductions versus last year but also by low visibility from our customers leading to short notice production shutdowns. Slide 6 highlights numerous achievements in the quarter, including innovation, quality, awards, and strategic investments in both business segments. In the third quarter, Lear's sales growth outpaced the market by 9 percentage points with strong growth over market in both Seating and E-Systems, continued new business wins as well as products that are favorably aligned with the industry shift to electrification are expected to deliver continued growth above market over the next several years. Last week, we announced the acquisition of substantially all of Kongsberg Automotive Interior Comfort Division, which will further strengthen our industry-leading Seating business. On the E-System side, we announced agreements to form two separate joint ventures, which will further enhance our capabilities in electrification. The joint venture with Hu Lane, which we expect will close later this year will further enhance our growing portfolio of connectors capabilities for both high voltage and low voltage applications. This joint venture -- The joint venture with Shinry, when agreed on complementary portfolios of advanced onboard chargers from Lear and Shinry and increased access to a broad range of customers. We also continue to be recognized across both of our business segments for excellence and innovation and quality. We won our third consecutive Automotive News PACE award and two PACEpilot awards, more than any other supplier. Lear has long been known as a leader in Seat quality and this year we won more than twice as many Seat Quality awards from J.D. Power as any other company. We increased cash returns to shareholders in the quarter by doubling our dividend and buying back more stock. In total, we returned $100 million to shareholders during the quarter. We also increased our credit agreement to $2 billion and extended the maturity to 2026. With respect to capital allocation, we continue to follow a balanced plan that includes organic investment, inorganic investment, and returning excess cash to our shareholders. Turning to Slide 7, our seating business continues to grow faster than the market, reflecting our strong position in SUVs, CUVs in luxury vehicles. In the third quarter seating growth over market was 8 percentage points, reflecting new business and the Ford Bronco and Bronco Sport, the Hyundai Tucson and strong performance on the luxury brands in Europe, the seating also benefited from strong demand from GM's full size SUVs. During the quarter, we were awarded key programs with GM, BMW, Stellantis, Nio and Great Wall. And there are additional programs we expect to be sourced prior to the year-end. We also received a new development award for our award winning configure plus product. This award is with the European OEM and is expected to launch in 2026. Customer interest in our patent protected configure plus product remains very high. We continue to move forward on key launches in the quarter, including a new plant in Canada to supply seats for GM's large pickup trucks, at the reopened Oshawa plant. Other key ongoing launches are highlighted on this slide. A few weeks ago, we broke ground on our new energy-efficient jet facility in Detroit to supply seats for GM battery electric truck programs. I've already touched on the Innovation and Quality awards we received in Seating, but I want to spend a little bit more time explaining the PACEpilot award for thermal comfort. This new product that was developed jointly with Gentherm integrates, intelligent climate control software into a complete seating system. The algorithms and software controls were developed by Lear. They use a combination of occupant temperature data, seat position and cabin temperature to optimize energy usage within the vehicle and keep passengers at an optimal temperature. Kongsberg is a recognized automotive supplier specializing in luxury comfort seating solutions, with strong market positions in massage, lumbar, seat heat and ventilation systems, comfort features continue to be of increasing importance as automakers look to improve the driving experience through product differentiation in Increased efficiency and improved performance, especially in luxury SUV in electric vehicle segments. The company has almost 50 years of experience in seating comfort solutions. Technical centers and sales offices in three different continents, and an experienced and dedicated team with approximately $300 million of annual revenue. Kongsberg has well-balanced customer portfolio built on long-standing relationships with leading premium automakers. Kongsberg is a global leader in-seat massage and he has a number 3 position in lumbar and adjustable comfort. The company is a technology leader with expertise in Pneumatic Comfort Systems and patented technology that enables superior performance, weight reduction in packaging flexibility In addition to performance benefits, there also much player, which is even more important in electric vehicles where noise will be much more noticeable. Kongsberg also has a strong market position as the number 2 player Heat Mats and the number 4 player in Vent Systems for thermal comfort. On Slide 9, I will highlight how Kongsberg will enhance our competitive advantage in Seating. This acquisition is consistent with other acquisitions we have made over the past decade to enhance our vertical integration capabilities. These moves have enhanced growth in margins and extend our market leadership in luxury and premium seating. This acquisition extends our capabilities in Comfort Systems Solutions. Further, solidifying our position is the most vertically integrated seating supplier while bringing additional price of a content to our offerings. It strengthens our ability to serve EV, luxury, SUV customers and to provide them with the next level vertically integrated design solutions. Integrating Kongsberg in Lear's operations solidifies our strategy to offer a complete suite of luxury comfort seating solutions to our OEM customers and ultimately to the consumer. This combination will enable Lear to improve overall seat system performance by offering more efficient, lower weight, and flexible packaging design solutions. The total addressable market for massage, lumbar heat, ventilation products is estimated at $2.5 billion to $3 billion. IHS trend data indicates this market will grow about 2 percentage points faster than the vehicle production over the next five years. Based on our assessments of industry, mega trends, we expect the market to grow even faster in that timeframe and beyond. Customers are looking for features to improve the driving experience. As cars become smarter, a higher emphasis is being placed on interior comfort. We are already seeing this with luxury in EV customers. And we anticipate this trend and focus on interior comfort to further increase when a autonomous cars come to market. We also expect increased adoption of seating comfort products beyond the luxury segments into higher volume vehicle segments. In addition, we believe that by creating a more efficient packaging solution, we will see more proliferation of seating comfort systems in the rear seats. And perhaps the biggest opportunity which will unfold over a longer term will come with the acceleration in electrification, which requires more efficient, heating and cooling systems in the cabin. Our expertise in software and algorithms combined with heating and cooling products from Kongsberg and our other partners will position us as one of the leaders in this area. Slide 10 highlights Lear's leading performance in the latest J.D. Power US seat quality of sales section study. For years, Lear has consistently been recognized is by the industry experts and our customers as a leader in seat quality. In the latest J.D. Power seat quality survey, Lear was the only seat supplier to win two first-place awards. We also won five additional awards and more than twice as many total awards as any other seat supplier. Our leadership in luxury and SUVs was evident by the multiple awards in both categories. The bread of our wins was notable as well, with awards for products with six different OEMs and in six of the seven different categories. In the third quarter, new system sales grew 9 percentage points faster than the market, reflecting new business on the Ford Bronco Sport in the Mustang Mach-E in North America and strong performance in connection systems in Europe and with Geely and the Great Wall in China. We have one -- over $1 billion in business awards so far this year. Over 80%, which are new for Lear. Based on awards to date, our 2022 to 2024 backlog is expected to be higher than our prior three-year backlog. We will update and provide details on our backlog in our next earnings call. With the momentum of new business wins, we expect our E-Systems business to continue to grow faster than market for the next several years. Despite the industry slowdowns, we remain busy executing launches with Mercedes, Volvo, Jaguar among others. We also are launching our initial programs with GM and Audi on our recent award-winning battery disconnect unit and our first to market 5G Telematics Control Unit. Our Connection Systems Business is on track to grow to approximately $600 million next year. Growing this part of our business is part of our strategy to increase the size and strength of our Electrical Distribution Systems business and increase our margins. In addition to organic investments, we are entering into joint ventures and partnerships and making acquisitions to enhance our capabilities in connection systems. We already are seeing benefits from our M&N acquisition, and our developing new high-speed connectors with IMS. And we are looking forward to closing the whole lane joint venture by the end of the year, which will increase our presence in connector catalogs. We're also making progress in our plan to grow our connection systems business to $900 million to $1 billion by 2025. We will continue to identify and pursue additional acquisitions or partnerships to accelerate this growth. On the power electronics side joint venture announced yesterday was Shinry will expand our capabilities to improve manufacturing and design efficiencies for onboard chargers. They are, one our third consecutive Automotive News PACE Award for the battery disconnect unit we designed for GM, this product controls all power switching in and out of the battery pack. Our design incorporates breakthrough thermal management innovations, which improves the efficiencies of large and high performance electric vehicles. We will be supplying this part on the GMC Hummer EV, the Chevrolet EV Silverado and other vehicles on GM battery electric truck programs. We also are pursuing opportunities on strategic EV platforms with other customers. We also won a PACEpilot Award for our 5G V2X Telematics Control Unit. A single state of the art installation featuring nine antennas integrated onto one printed circuit board to support all next-generation wireless technologies. Our design removes the Shark Fin external antenna required on many vehicles today, reducing complexity in improving styling capabilities in aerodynamics, which is particularly important for EV's were every element that increases range is critical. We have received interest from numerous customers to commercialize this technology. We also have been recognized by our customers for quality. A few weeks ago, we received the World Excellence Award from Ford for our plant in particular Argentina and earlier this year, we received two Plant Quality Award from General Motors. And now, I'd like to invite Jason to review our third quarter financial results and full-year outlook. Slide 14 shows vehicle production and key exchange rates for the third quarter. The impact of continuing component shortages led to a significant reduction in global industry production in the third quarter particularly in our two largest markets North America and Europe. As a result, global vehicle production in the third quarter decreased by 19% compared to 2020 and on a Lear sales weighted basis global production declined by approximately 25%. From a currency standpoint, the U.S. dollar continued to weaken against the Euro and RMB compared to 2020. Slide 15 highlights Lear's growth over market in the third quarter. Overall company growth over market was a strong 9 percentage points with E-Systems growing nine points and seating growing eight points above market respectively. Growth over market in North America of 12 points reflected the benefit of new business in both segments and strong production on GM's full-size SUVs as well as Mercedes SUVs. In Europe, growth over market of five points was driven primarily by new businesses while strong performance in the luxury segment and seating. Increased business in connection systems in Europe also contributed to the growth over market performance. In China growth over market of four points resulted from strong production on BMW programs and seating and new business with GLE and Great Wall and E-Systems. Year-to-date Lear's sales have grown faster than the market by nine points that was above market growth in both segments. Slide 16 highlights our financial results for the third quarter of 2021 compared to 2020. Our sales declined 13% year-over-year to $4.3 billion. Excluding the impact of foreign exchange, commodities, and acquisitions sales were down by 16% primarily reflecting lower production and Lear platforms partially offset by the addition of new business. Semiconductor shortages in the quarter negatively impacted our revenue by approximately 24%. Core operating earnings were $98 million compared to adjusted operating earnings of $327 million last year. The reduction in earnings resulted from the impact of lower production volumes and higher commodity costs partially offset by positive operating performance in addition of new business. Adjusted earnings per share were $0.53 as compared to $3.73 a year ago. Third quarter free cash flow was negative $157 million compared to $474 million in 2020. Free cash flow was negatively impacted by lower earnings, higher capital expenditures, and an increase in working capital. Working capital was higher in the quarter as volatility and customer production schedules resulted in elevated inventory levels. Slide 17 explains the third quarter year-over-year variance in sales and adjusted operating margins in the seating segment. Sales in the quarter were $3.2 billion, a decrease of $526 million or 14% from the third quarter of 2020. Excluding the impact of foreign exchange, acquisitions and commodities sales were down 16% reflecting lower production partially offset by the benefit of new business. In seating production downtime in the third quarter related to semiconductor shortages reduced our sales by approximately $1.1 billion or 25%. Core operating earnings were $144 million, down $142 million from the third quarter of 2020. Lower volume on their platforms and higher commodity costs partially offset by positive net operating performance in margin accretive backlog. Slide 18 provides details for the third quarter year-over-year variance in sales and adjusted operating margins in our E-Systems segment. Sales in the third quarter were $1.1 billion, a decrease of 9% from the third quarter of 2020. Excluding the impact of foreign exchange, acquisitions and commodities, sales were down 15% driven primarily by lower volumes somewhat offset by a strong backlog. In E-Systems production downtime in the third quarter related to semiconductor shortages reduced our sales by approximately $300 million or 21%. Core operating earnings were $23 million or 2.1% of sales compared to $93 million in 2020. The decline in earnings resulted primarily from lower volumes, higher commodity costs, and semiconductor and COVID related premium cost, the decline was partially offset by margin accretive backlog and positive net performance. Last week our treasury team took advantage of favorable market conditions and our strong financial position to opportunistically increase and extent our revolving line of credit. The credit agreement was increased to $2 billion and the maturity was pushed out by more than two years to October of 2026. Our strong balance sheet supports investments in innovation and growth and positions Lear to quickly execute bolt on acquisitions such as the pending acquisition of Kongsberg Automotive's Interior Comfort Division expected to close in the first quarter of 2022. We continue to analyze additional organic and inorganic investments to strengthen both of our business segments. At the same time, we remain fully committed to returning excess cash to shareholders. In the third quarter we returned $100 million through continued share repurchases and the doubling of our quarterly dividend of $0.50 per share. Slide 20 provides the assumptions for global vehicle production volumes and currencies that form the basis of our 2021 full year outlook. We've based our production assumption on several sources, including internal estimates, customer production schedules, and IHS forecasts. Due to the ongoing supply disruptions we expect full year 2021 global vehicle production to be roughly the same as 2020 and generally in line with the most recent IHS forecast. From a currency perspective, our 2021 outlook assumes an average Euro exchange rate of $1.19 per Euro, and an average Chinese RMB exchange rate of RMB6.46 to the dollar. Slide 21 compares our updated outlook to our prior outlook for sales and core operating earnings. We are reducing our outlook to reflect the impact of significant additional reductions in customer production schedules that have resulted from continuing component shortages. We are forecasting sales in the range of $18.8 billion to $19.2 billion and operating income in the range of $750 million to $850 million. Our 2021 outlook for core operating earnings at the midpoint was down $215 million to $800 million, primarily reflecting lower volumes and modestly higher commodity costs partially offset by net performance improvements. Slide 22 highlights a more detailed view of our updated financial outlook. Despite the reduction to our revenue outlook, we are projecting the company to deliver full year growth over market of approximately eight percentage points. This reflects both the strength of our new business backlog, as well as our strong customer program and product portfolio. Adjusted net income is expected to be in the range of $420 million to $500 million, down $180 million at the midpoint from our prior guidance reflecting lower sales. Our outlook for free cash flow for the year is expected to be approximately $175 million, which is lower than our prior outlook by $250 million reflecting both lower earnings and higher working capital. Full year free cash flow could be further impacted by continuing production disruptions, which may lead to temporarily higher working capital. While our outlook reflects our best insight into customer production plans for the remainder of the year, the production environment remains volatile. As we've done in the past, we plan to provide an update on our financial outlook during an investor conference in early December, reflecting new developments and industry conditions. While it's too early to provide guidance for next year, we thought this slide might be a little bit helpful to indicate what trends we are tracking. There are many positive drivers as we head into next year and beyond, most importantly, customer demand is strong and dealer inventories are extremely low. This positions the industry for a strong recovery once we get beyond the short-term supply constraints. We have a strong product lineup, which is driving new business wins. We are laser-focused on driving operational excellence and improvements that we have made in both business segments this year will support margin improvements going forward. The challenges are very similar to those we've faced over the last few quarters; limited visibility on production schedules, commodity and labor inflation, and supply chain disruptions are expected to continue to impact the auto industry into 2022. While no one in the industry is immune and it is difficult to predict when production volumes will normalize, I know that we have the right team and we have the right strategy in place to capitalize when the industry conditions do improve. The strength of our balance sheet, along with the cash-generating capabilities of our business will continue to provide us with financial flexibility to support investments in our business while returning capital to our shareholders. In closing, I want the team to know how proud I am of their performance and for focusing on the things we can control. ","q3 adjusted earnings per share $0.53. q3 sales fell 13 percent to $4.3 billion. lear - at midpoint of fy guidance range, have assumed that global industry production will be roughly in-line with 2020, lower than prior guidance. sees fy capital spending about $600 million. " "Earlier today, we reported strong first quarter results, building on last year's progress with solid execution across all financial metrics. Organic revenue is up approximately 2% with mid-single-digit growth in our core government businesses, partially offset by COVID-related impacts of about three points from our commercial businesses, consistent with our expectations. This should be the last quarter of tough compares due to the pandemic, which our team has managed incredibly well, and we anticipate more stability in the affected businesses ahead. Margins expanded a robust 140 basis points to 18.9%, resulting in earnings per share of $3.18, up 14% and ahead of internal targets. Free cash flow was $630 million supported shareholder returns in excess of $900 million, including repurchases of $700 million from our recently authorized $6 billion program, with a balance from dividends following our 20% increase in March. Before handing over to Chris, with the transition occurring as planned on June 29, this quarter marks my 38th and final earnings call leading Harris and L3Harris as CEO. It's been rewarding nearly 10 years with the hard work and dedication of our employees. Harris grew from a small, niche, defense company to a leading mission solutions defense prime post the acquisition of Exelis and the merger with L3 with revenue today of over $18 billion. I'm especially proud of the people at L3Harris who work hard every single day to support our customers' critical missions and deliver value to shareholders. The performance culture and the work environment we created is really special, and we recently were recognized for it by Fortune as a 100 best company to work for in 2021 and earlier this year as a world's most admired company. As you know, I'll continue as exec Chair of the Board for another year, working closely with Chris as he becomes CEO. Last week, the independent directors of the Board unanimously endorsed the transition occurring as planned in the merger agreement, indicating their confidence and mind in Chris' ability to lead this company going forward. The results today speak to the momentum we have in the company and the strong foundation we've built for the future. And I'm excited and optimistic about what L3Harris can accomplish in its next phase under Chris' leadership. As you heard at our investor briefing last month, we're excited about the potential for the company and the value creation opportunities in front of us. The strategic priorities we develop together, as shown on Slide three, are the foundations on which we'll deliver sustainable top line growth, steady margin expansion and robust free cash flow with industry-leading capital returns. All areas where we showed great progress in the first quarter. In terms of the top line, our Q1 results, coupled with the Biden administration's announcement that the defense budget will continue to grow in FY '22, about 1.5 points versus FY '21, reinforces our optimism for growth. We are encouraged by the continued focus on National Security and support for our military within the budget and believe L3Harris is well aligned with priorities that emphasize the return to peer competition and operations in increasingly contested environments. This backdrop provides us opportunities to offer our advanced and affordable solutions across all domains. We're watching closely for more details in the coming months and expect to consistently grow through our strong DoD portfolio, revenue synergies and international expansion, which stem from our R&D investment. In the first quarter, we gained traction as we grew 4.8% in our core government businesses with international up double digits, driven by solid growth in aircraft ISR and Tactical radios. Turning to revenue synergies. We received eight new awards, maintaining our healthy win rate of about 70% with total awards to date of approximately $400 million. We anticipate sustaining our momentum given notable prime level awards across all domains that represent multibillion-dollar opportunities. On the space side, in addition to our recently highlighted HBTSS Responsive Satellite award with the Missile Defense Agency, our five decades of experience building space-based imaging systems has led to our down-select for the initial concept and design of next-generation weather imagers. This award supports NOAAs future satellite system recapitalization. The administration's focus on climate initiatives, supported by a nearly 30% FY '22 budget increase for NOAA, reinforces the opportunity set for L3Harris as we are a leader in weather payload and ground systems, creating an opportunity of $3 billion over the next decade. On the air side, we had strong orders on both new platforms such as the F-35 and legacy platforms, including the F-18 and F-16. In particular, we leveraged our experience with providing F-16 systems and our expertise in software-defined open systems architecture to secure a contract to develop the next-generation electronic warfare suite on international aircraft. We can further expand our global footprint with opportunities in more than a dozen countries in the Middle East, Asia and Europe. This adds to our recent success with the U.S. Navy's Next Generation Jammer Low-Band award, for the EA-18G Growler. We're quickly establishing ourselves as a global leader in electronic warfare and aircraft survivability. We also closed on the ISR aircraft contract with the NATO customer to missionize a series of G-550s that was still pending parliamentary approval last quarter, and we continue to work on similar opportunities for other customers, which when combined with the NATO award demonstrates our ability to expand our international footprint and represents over $3 billion in potential value over the next several years. Moving over to the land side. We continue to make progress supporting modernization efforts on both the domestic and international fronts, including a follow-on production order under SOCOM's $255 million multichannel manpack IDIQ contract. We also received orders for our advanced radio and night vision products from Western Europe, the Middle East and Central Asia, further strengthening our international leadership. And finally, in the sea and cyber domains, our maritime team was successful in winning two new prime level programs to provide imaging systems on submarines for international customers. These strategic wins highlight our ability to expand our global maritime solutions to new customers with additional follow-on opportunities to come. And while limited in what we can say due to its classified nature, our $1 billion intel and cyber business received a follow-on order to provide end-to-end mission solutions within its ground-based adjacency franchise as we continue to deliver against our customers most challenging cyber requirements. These wins provide long-term visibility and support for our funded book-to-bill of 1.10 in the quarter. Our total backlog remains above $21 billion, up 6% year-over-year when adjusted for divestitures. In addition, with considerable recent bid and proposal activity, we're aggressively going after our three-year $125 billion pipeline to deliver sustainable top line growth. Shifting over to margins. This quarter, we saw the healthiest results since the merger at nearly 19%, which puts us in a strong position to meet the upper end of our full year guidance. Cost synergies of $33 million, primarily attributable to supply chain and facilities consolidation, put us well on track to deliver up to $350 million of cumulative net benefits in 2021, a year ahead of schedule. Our E3 program also gained traction through strong program performance, factory productivity and supply chain savings, and we continue to believe that there is considerable potential beyond this year to enable another phase of cost opportunities to sustain margin expansion for L3Harris. Lastly, we're maximizing cash flow through continued working capital and capex discipline, driving shareholder-friendly capital deployment. And while we're holding off on updating our $2.3 billion share repurchase target for the year based on our announced and potential divestitures, we still see considerable upside to the plan. As an update on portfolio shaping, we've recently cleared the U.S. antitrust waiting period on both the previously announced military training and combat propulsion systems divestitures and are on track to close in the second half of the year. We're progressing on other portfolio shaping opportunities, and we'll provide more details over the coming months. And to reiterate, inclusive of divestitures, we remain on track to deliver on our $3 billion free cash flow commitment in 2022, along with double-digit cash growth on a per share basis, excluding potential tax policy impacts. So we're pleased with the execution against our strategic priorities and progress we've made at the start of the year, which gives us confidence to raise the bottom end of our earnings per share guidance. So with that, I'll hand it over to Jay. First, let me begin with a brief recap of the quarter before I get into segment results. Organic revenue was up about 2% as growth in IMS, SAS and CS was partially offset by the expected decline in AS due to the pandemic. Overall, our core government businesses were up 4.8% reduced by about three points of COVID-related impacts in our commercial businesses. Margins expanded 140 basis points to 18.9%, with expansion in all four segments, primarily from operational excellence, integration benefits and cost management. We did better-than-expected in the quarter from stronger E3 and cost synergies of roughly 70 basis points as well as some timing benefits from lower R&D and program mix of approximately 50 basis points. This, along with share repurchase activity led to earnings-per-share growth of 14% or $0.38 to $3.18, as shown on Slide six. Of this growth, synergies and operations contributed $0.34, along with a lower share count, pension and interest totaling $0.23, which more than offset divested earnings and headwinds from pandemic-impacted end markets. Free cash flow of $630 million was the result of solid net income drop-through as well as capex and working capital discipline, with days roughly steady at 55. And shareholder returns of $909 million were comprised of $700 million in share repurchases and $209 million of dividends. Integrated Mission Systems revenue was up 5.9%, with growth in all three businesses. Double-digit growth in maritime from a ramp on manned platforms, including the Columbia class submarine in Constellation-class Frigate, was complemented by growth in ISR from the NATO award carryover from last year and an Electro Optical from deliveries of our WESCAM airborne turrets to the U.S. Army. Operating income was up 19%, and margins expanded 180 basis points to 16.5% from cost management, integration benefits and operational excellence. Funded book-to-bill was impressive at over 1.3 in the quarter. In Space and Airborne Systems, organic revenue increased 4.1%. From responsive programs, including SDA tracking in HBTSS, driving high single-digit growth in space, as well as growth from the F-35 platform in mission avionics and double-digit classified growth in Intel and cyber. The strength was partially offset by program timing and electronic warfare. Operating income was up 8.6%, and margins expanded 90 basis points to 19.4% from cost management including R&D timing, operational excellence and higher pension income. Funded book-to-bill was a solid 1.15 for the quarter from strong bookings in our Space and Electronic Warfare businesses. Next, Communication Systems organic revenue was up 2.9% with high single-digit growth in Tactical Communications, primarily from the continued ramp in U.S. DoD modernization. That also drove integrated vision solutions and global communication solutions up double digits. Conversely, volume was lower on legacy unmanned platforms within broadband due to the transition from permissive to contested operating environments. And within public safety, due to anticipated COVID-related impacts, they are now showing signs of stabilization. Operating income was up 12%, and margins expanded 240 basis points to 25.3% from operational excellence, cost of management and integration benefits. Funded book-to-bill was 0.92 for the quarter. Finally, in Aviation Systems, organic revenue decreased 8.3%, primarily driven by COVID-related impacts in our commercial aviation business, consistent with expectations and from program timing in military training. High single-digit growth in mission networks from higher FAA volume paired with fusing and ordinates growth in defense aviation helped to offset these effects. As we move past the first quarter, we're anticipating a return to growth in this segment as we lap COVID effects while our combined government businesses continue to grow. Operating income was down 13%, primarily from the sale of our airport security and automation businesses. Margins expanded 120 basis points to 15.7% is operational excellence, cost management, including R&D timing and integration benefits more than offset COVID-related headwinds. Funded book-to-bill was 0.84 for the quarter. Let's shift over to 2021 guidance. We're off to a strong start with our first quarter results and performance, and we're confident in our integration and operating expectations, as well as our top line growth of 3% to 5%, supported by a solid 1.10 book-to-bill this quarter. This puts us in a position to raise the bottom end of our full year earnings per share guidance by $0.10 inclusive of announced divestiture impacts. We'll provide a more comprehensive update later in the year. In the interim, I'll provide some color now on the moving pieces, specifically on margins, portfolio shaping and capital returns. On margins, this strong start will likely push us toward the upper end of our range of 18% to 18.5%. We do expect margins to normalize for the balance of the year due to increases in R&D, and stronger growth in new programs with lower initial margins. Overall, the expected upside for the year from our prior midpoint is due to strong program execution and cost performance, and will be a key factor in our 2021 earnings strength. On portfolio shaping, we now expect about $0.10 of dilution from announced divestitures net of buybacks from proceeds. And there are a few remaining businesses that are in various stages of the divestiture process, which could have a modest incremental earnings per share impact for the year. Lastly, as highlighted at our investor briefing. We have another significant year planned for capital returns. Embedded in our guidance is $2.3 billion of share repurchases from cash generation, which will be further augmented by over $1 billion in net divestiture proceeds. So overall, for 2021, we're confident in delivering on our commitment of double-digit annual growth in earnings and free cash flow per share. ","q1 revenue fell 1.3 percent to $4.6 billion. qtrly adjusted earnings per share $3.18. sees 2021 revenue $18.5 billion - $18.9 billion, excluding effect of divestitures, up organically 3.0% - 5.0%. sees about $2.3 billion in share repurchases in 2021, excluding use of divestiture proceeds. " "Some of these factors are set forth in detail in our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q and in the company's other filings with the SEC. At Labcorp, we continue to leverage innovation, science and technology to accelerate our strategy as we work to improve health and improve lives around the world. We serve as a trusted source of health information that helps customers advance healthcare and guide medical decisions. At the same time, we've remained focused on helping the world through the pandemic. In the third quarter, we delivered strong results. Revenue totaled $4.1 billion, adjusted earnings per share reached $6.82, and free cash flow was $650 million. As a result of our strong performance and our improved outlook, we're raising full year guidance for revenue, adjusted earnings per share and free cash flow. Glenn will cover those in more detail in a few minutes. The Base Business for both Diagnostics and Drug Development performed well with 10% and 22% growth, respectively. We saw consistent recovery across both businesses. In Diagnostics, we experienced broad geographic recovery in our Base Business and across our testing portfolio. Esoteric and routine testing demonstrated solid year-over-year growth for the quarter. The trailing 12-month net book-to-bill for Drug Development remains strong at 1.34. Drug Development continues to recover with nearly 85% of sites now open. The business also saw decentralized trials increasing by more than 50% versus prior year. Now I'd like to turn to our ongoing role in the pandemic response. Labcorp continues to support the fight against the pandemic in every way possible through both our diagnostic and our drug development capabilities. We experienced greater-than-anticipated COVID testing volumes in the quarter, although levels were below the same period last year. Time to results for COVID test remains an average of one to two days, with results typically available within one day. PCR testing volume averaged 85,000 per day in the quarter, up from 54,000 per day in the second quarter. We averaged 114,000 tests per day in September, with volumes declining week-over-week since that time. We will continue to break out COVID testing from Base Business revenue and volume as it remains difficult to forecast. We will also continue to maintain high capacity levels to be prepared for potential future scenarios. We also had another successful quarter of bringing new innovations to market. Notably, we recently received Emergency Use Authorization for a combined COVID and flu-at-home collection kit. With flu season upon us, the kit offers a convenient way to test for both viruses. This new offering will be available for adults and children ages two and over and no upfront cost for those who meet clinical guidelines. In addition, we collaborated with AstraZeneca on both a COVID prevention and treatment trial of its new long-acting antibody combination. In the trial, the investigational antibody combination demonstrated statistically significant benefit in preventing symptomatic COVID and in reducing severe COVID or death in outpatients with mild to moderate COVID, promising milestones in the development of new treatments. Also earlier this month, Merck filed for FDA Emergency Use Authorization for its investigational oral antiviral medicine for the treatment of mild to moderate COVID in at-risk adults, a treatment that we supported through Phase I, Phase II and Phase III clinical trials. I'll now discuss progress on our strategy, and I'll start with oncology. The OmniSeq integration is going as planned, and their leading pan-cancer diagnostic capabilities extend our portfolio of solutions in this area. Additionally, we launched clonoSEQ, the first and only FDA-cleared test for monitoring residual blood cancer. As part of our efforts to address healthy equity -- health equity issues, we recently partnered with the Community Clinical Oncology Research Network to assess social and economic impacts of cancer care disparities. And we also recently began work with Pillar Biosciences to enhance our next-generation sequencing and plan to offer a specialty oncology assay. During the quarter, we advanced our commitment to intensifying our customer focus and embedding technology and data throughout our business. We acquired Ovia Health, a leading digital platform trusted by millions of women for family planning, pregnancy and parenting support. Ovia Health extends our position as a go-to source for women's health insights through our deep expertise in diagnostic, genetic and specialty testing. Additionally, we are working with several organizations to begin deploying Labcorp Diagnostic Assistant, which delivers comprehensive lab results and clinical insights directly to the point of care. We're also using technology to improve health for low-income individuals and families. We partnered with Medical Home Network to incorporate lab testing results into the records of Medicaid safety net patients. And lastly, through a collaboration with Medidata, we are utilizing digital biomarkers with drug, vaccine and device trials to enhance our decentralized clinical trialing offers. Pursuing opportunities with long-term, high-growth potential remains a focus. Our recent acquisitions, including OmniSeq, Myriad's Vectra test for rheumatoid arthritis and Ovia Health advance our position in key growth markets. Our M&A pipeline remains robust. We expect continued activity on this front for the balance of fourth quarter and into the first quarter of 2022. Importantly, Labcorp continues to be recognized for the significant work we do. Just this month, we were named by Forbes as one of the world's best employers in 2021. In addition, Informa Pharma Intelligence selected Labcorp as a finalist for Best Contract Research Organization of the Year. Lastly, I'd like to provide a brief update on the Board and management team's ongoing assessment of the company's structure and capital allocation strategy. We remain committed to ensuring Labcorp is best positioned to unlock shareholder value while offering patients and customers the support that they've come to expect. Working closely with our advisors, we have made significant progress on assessing both our capital allocation and our structure. And as previously shared, we expect to update you on our conclusions in this quarter. To summarize, our Base Business in both Diagnostics and Drug Development had a strong third quarter and is well positioned for continued success. We remain dedicated to the fight against COVID, all while delivering on our strategy and carrying out our mission. I'm excited by the progress we've made and for what lies ahead. With that, Glenn will take you through the details of our third quarter results. I'm going to start my comments with a review of our third quarter results, followed by a discussion of our performance in each segment and conclude with an update on our full year guidance. Revenue for the quarter was $4.1 billion, an increase of 4.3% over last year due to organic growth of 3.4%, acquisitions of 0.4% and favorable foreign currency translation of 50 basis points. The 3.4% increase in organic revenue is driven by a 10.2% increase in the company's organic Base business partially offset by a 6.8% decrease in COVID testing. Operating income for the quarter was $767 million or 18.9% of revenue. During the quarter, we had $92 million of amortization and $48 million of restructuring charges and special items. Excluding these items, adjusted operating income in the quarter was $907 million or 22.3% of revenue compared to $1.2 billion or 29.7% last year. The decrease in adjusted operating income and margin was due to a reduction in COVID testing as well as higher personnel costs resulting from increased Base Business demand and a tight labor market as the company continues to invest in its workforce. Partially offsetting these headwinds were the benefit from organic Base Business growth and LaunchPad savings. The tax rate for the quarter was 23.5%. The adjusted tax rate, excluding restructuring charges, special items and amortization, was 24.4% compared to 25.7% last year. The lower adjusted rate was primarily due to the geographic mix of earnings. We continue to expect our full year adjusted tax rate to be approximately 25%. Net earnings for the quarter were $587 million or $6.05 per diluted share. Adjusted EPS, which exclude amortization, restructuring charges and special items, were $6.82 in the quarter, down from $8.41 last year. Operating cash flow was $767 million in the quarter compared to $786 million a year ago. The decrease in operating cash flow was due to lower cash earnings partially offset by favorable working capital. Capital expenditures totaled $118 million or 2.9% of revenue compared to $77 million or 2% of revenue last year. As a result, free cash flow was $650 million in the quarter compared to $709 million last year. During the quarter, we used $300 million of our cash flow for our share repurchase program and invested $292 million on acquisitions. Now I'll review our segment performance, beginning with Diagnostics. Revenue for the quarter was $2.6 billion, a decrease of 3.2% compared to last year due to organic revenue being down 3.9%, partially offset by acquisitions of 0.4% and favorable foreign currency translation of 30 basis points. The decrease in organic revenue was due to a 9.7% reduction from COVID testing partially offset by a 5.8% increase in the Base Business. Relative to the third quarter of 2019, the compound annual growth rate for Base Business revenue was 4.7%, primarily due to organic growth. Total volume increased 0.2% over last year as acquisition volume contributed 0.2% and organic volume decreased by 0.1%. The decrease in organic volume was due to a 5.9% decrease in COVID testing partially offset by a 5.9% increase in the Base Business. As a reminder, we do not include hospital lab management agreements in our volume, which would have added approximately 1.1% to our organic Base Business volume growth. Price/mix decreased 3.4% versus last year due to lower COVID testing of 3.8% partially offset by currency of 0.3% and acquisitions of 0.2%. Diagnostics organic Base Business revenue growth was 9% compared to its Base Business last year, with 7.7% coming from volume and 1.3% coming from price/mix, which was primarily due to an increase in test per session. Diagnostics adjusted operating income for the quarter was $775 million or 29.6% of revenue compared to $1 billion or 37.1% last year. The decrease in adjusted operating income and margin was primarily due to a reduction of COVID testing and higher personnel costs partially offset by organic Base Business growth and LaunchPad savings. Relative to the third quarter of 2019, Base Business margins were down slightly due to the negative impact from PAMA. Diagnostics three year LaunchPad initiative remains on track to deliver approximately $200 million of net savings by the end of this year. Now I'll review the performance of Drug Development. Revenue for the quarter was $1.5 billion, an increase of 17.5% compared to last year due to organic Base Business growth of 19.9%, acquisitions of 0.4% and favorable foreign currency translation of 100 basis points. This was partially offset by lower COVID testing performed through its central lab business of 3.5% and divestitures of 0.3%. Drug Development's Base Business benefited from broad-based growth across all businesses, including COVID vaccine and therapeutic work. Relative to the third quarter of 2019, the compound annual growth rate for Base Business revenue was 11.4% primarily driven by organic growth. Adjusted operating income for the segment was $226 million or 15.5% of revenue compared to $210 million or 16.9% last year. The increase in adjusted operating income was primarily due to organic Base Business growth and LaunchPad savings partially offset by lower COVID testing and higher personnel costs. The decline in adjusted operating margin was due to lower COVID testing. Excluding the impact from COVID testing, operating margins would have been up compared to last year. For comparability to peers, Drug Development earnings exclude $36 million of expense related to the enterprise component of its bonus, which is included in unallocated corporate expense. We expect full year margins to be up over 2020, which were up over 2019. For the trailing 12 months, net orders and net book-to-bill remained strong at $7.8 billion and 1.34, respectively. During the quarter, orders were negatively impacted by approximately $150 million due to a significant scope change, which decreased the book-to-bill. Backlog at the end of the quarter was $14.4 billion, an increase of 15.4% compared to last year. We expect approximately $4.9 billion of this backlog to convert into revenue over the next 12 months. Now I'll discuss our 2021 full year guidance, which assumes foreign exchange rates effective as of September 30, 2021, for the remainder of the year. We are raising our full year guidance to reflect the company's strong third quarter performance and improved outlook for the remainder of the year. We expect enterprise revenue to grow 13% to 14% from prior guidance of 6.5% to 9%. This includes the benefit from foreign currency translation of 90 basis points. This guidance range also includes the expectation that the Base Business will grow 18.5% to 19.5%, while COVID testing is expected to be down 11% to down 6%. We are raising our expectations for revenue to grow in Diagnostics by 8% to 10% from prior guidance of minus 1% to plus 2%. This guidance range includes the expectation that the Base Business will grow 16% to 17%, while COVID testing revenue is expected to be down 11% to down 6%. We're also raising our growth expectations for revenue in Drug Development to 19.5% to 20.5% from prior guidance of 17% to 19%. Our current guidance includes the benefit from foreign currency translation of 170 basis points. This guidance range also includes the expectation that the Base Business will grow 21.5% to 22.5%. Given the improved top line growth expectations, we are raising our adjusted earnings per share guidance to $26 to $28, up from prior guidance of $21.5 to $25. Free cash flow is now expected to be between $2.45 billion to $2.6 billion, up from prior guidance of $1.95 billion to $2.15 billion. For additional comparison purposes, we've also included in the supplemental deck on our Investor Relations website a view of 2021 third quarter results and full year guidance compared to 2019 results. In summary, the company had another quarter of strong performance. We remain focused on performing a critical role in response to the global pandemic while also growing our Base Business. We expect to drive continued profitable growth in our Base Business, while COVID testing volumes are expected to decline through the remainder of the year. We expect to continue to use our free cash flow generation for acquisitions that supplement our organic growth while also returning capital to shareholders through our share repurchase programs. Operator, we will now take questions. ","q3 earnings per share $6.05. q3 adjusted earnings per share $6.82. q3 revenue $4.1 billion. revenue: q3 of $4.1 billion, versus $3.9 billion last year. company raises full-year guidance. qtrly diagnostics revenue for quarter was $2.62 billion, a decrease of (3.2%). drug development revenue for quarter was $1.46 billion, an increase of 17.5% over $1.24 billion in q3 of 2020. qtrly drug development revenue was $1.46 billion, an increase of 17.5%. diluted eps: q3 of $6.05, versus $7.17 last year. " "Please read the forward looking statement disclosure on page two of the slides and note that it applies to all statements made during this teleconference. Linde employees delivered another solid quarter, continuing Q2's record earnings per share performance, despite increasingly challenging market conditions. Operating cash flow and return on capital reached record levels, and our project backlog nearly doubled, providing a strong foundation for high quality, long term growth. We also stepped up our commitment to reducing our greenhouse gases emissions footprint, and Sanjiv will share that road map with you. But frankly, this isn't something new. It's what we committed to our shareholders since the merger and had been delivering on ever since, irrespective of the macro environment. Most of you know this, but I think it bears repeating: our operating culture runs deep at Linde, our people take great pride in demonstrating continuous improvement across the key operating metrics in their business. The best day of the month for our management team is when we review the operating performance of each of our regional business units. This is what we do for fun in Danbury, among other things. While I'm sure you've seen the announcement earlier this week where I will become the Chairman of the Board, and Sanjiv will become CEO effective March first. His appointment is the culmination of a diligent three year succession planning process, in which Sanjiv clearly demonstrated he was the right choice to lead this company going forward. I will continue to provide guidance, both from the perspective of a Director and a significant shareholder. But my primary responsibility shifts to chairing the Board of Directors, while Sanjiv takes over day to day management of the company. Supporting Sanjiv is a highly capable and experienced leadership team. I have been CEO for 15 years, and I have never felt better about how the company is positioned. Obviously, our strategy is working well and the team is executing at a high level. Some say we are a well oiled machine. We are a company for all seasons, and I'm confident Linde's best days lie ahead. I'll now hand the call over to Sanjiv. I'm honored to be given the opportunity to lead this outstanding company into the future. I appreciate your confidence and support over the years. Before I jump into the slides, I wanted to build on Steve's comment of a seamless leadership transition. Here at Linde, we are proud of our industry leading performance, which starts with living our core values while maintaining a disciplined execution culture. As CEO, I fully intend to build upon our foundation. My focus will be on areas that are aligned with the interest of our shareholders: profitable growth, optimize the business, cash generation and, of course, the truth serum for our industry, ROC. Linde will remain focused on the things that create value for Linde owners such as strong pricing and productivity culture, an active commitment to sustainability, a disciplined investment philosophy, a shareholder friendly capital policy, and of course, pursuing high quality and sustainable growth initiatives with emphasis on ROC. Ultimately, it's about being the best performing industrial gases and engineering company in the world. Stated differently, you can expect a seamless transition with minimal change. Now with that said, let's move on to slide three for an update on our growth initiatives. Last quarter, I mentioned some key growth drivers, including the secured project backlog, accretive base capex investments and the strength of our growth in low capital intensity areas such as healthcare, food and beverage, engineering and our packaged gas business. Today, I'm happy to report that our project backlog has increased from $7.5 billion to $13.4 billion or up 81% sequentially from the last quarter. You will recall, this backlog only includes contractually secured incremental growth with fixed payments to ensure targeted returns. We're also beginning to see a return of the capital cycle, especially in upstream operations, such as natural gas production that bodes well for our overall pipeline of opportunities. On top of that, the electronics sector continues to be very active. We recently announced a $600 million investment, sale of gas investment indeed to supply a world class fab in Phoenix, Arizona. This will supply only the first phase of this project, and we expect to see further opportunities as that area builds out. Overall, I'm pleased to see how the entire Linde team has come together and is leveraging our combined strengths to secure high quality growth opportunities through our leading high density industrial gas network combined with the world class engineering capabilities. This backlog, combined with our supply network density, enables profitable and secured growth for years to come. Now before moving to the quarterly results, I want to update you on Linde's new and more ambitious greenhouse gas emission goals. A good way to stop this is to first explain the role our products play in people's lives and the overall economy. You'll find this on slide four. We make products that are critical for society, products such as medical oxygen for hospitals, ultra high purity nitrogen for semiconductors, liquid nitrogen for food freezing, krypton to insulate windows and hydrogen to produce cleaner fuels to give you just a few examples. In order to make these products, we expect to have a total of 39 million metric tons of Scope one and Scope two emissions this year. As you know, the production of gases require significant amounts of electricity. When such electricity is generated using hydrocarbons, we're penalized for those indirect emissions called Scope two emissions. We also have Scope one emissions, which are significantly lower than our Scope two emissions, but are significant nonetheless. Now these emissions are largely as a result of using natural gas to make hydrogen, which is used by refiners to produce cleaner fuels. Our gases play a critical role in the economy. In addition to saving lives, improving energy efficiency, increasing shelf life, our products also help our customers eliminate or reduce greenhouse gas emissions. In 2020, we generated a total of 37 million metric tons of emissions to make products that helped our customers avoid more than twice our emissions or 85 million metric tons of CO2 equivalent. In other words, without Linde's products, there would be significantly higher net carbon emissions in our world. At Linde, we have been doing our part to support our planet for many decades, but we know we need to do more. In 2019, we set a goal to reduce the carbon intensity of Linde 35% by 2028. We are well ahead of that goal and expect to exceed it, which is, of course, good news. But an intensity goal doesn't fully address the absolute Scope one and Scope two emissions. So we are determined to continue on our mission of making our world more productive, enabling our customers to decarbonize and commit to reducing our own carbon footprint. With that in mind, I'd like to announce Linde's new medium and long term emission goals, which you will find on slide five. The first goal is to achieve a 35% reduction in our Scope one and Scope two emissions by the year 2035 or simply 35 by 35. To achieve this goal, we must materially reduce our Scope one emissions, which are driven by hydrogen production. We will do this by focusing our efforts on carbon capture and sequestration, developing blue and green hydrogen production and progressively transitioning to a zero emission fleet. Our Scope two emissions are related to electricity consumption. Today, we consume approximately 45 terawatt hours of power, a 1/3 of which is from renewable and low carbon sources. In order to achieve the 35 by 35 goal, we will triple, triple our renewable and low carbon power sourcing by 2035 through new PPAs and by supporting renewable energy projects with offtake agreements and even co-investment. To put this goal in perspective, the amount of renewable energy we were planned to purchase is equivalent of all the power consumed annually in New York City. That's a big number. Of course, in addition to that, we will continue improving the energy efficiency of our plants as well. These goals are being embedded across the entire global organization, being reviewed as part of our operating rhythm and will be incorporated into our annual variable compensation. This is what gives me the confidence in our ability to deliver these goals, which is no different than how we would approach anything of importance in our company. Now in addition to the 35 by 35 goal, we are also committed to pursuing our goal of becoming climate-neutral by 2050. We will do our part to achieve this goal, but we also need strong policy support and regulatory support. Let me summarize this journey on slide six. We have defined a road map to reach climate neutrality. The road map is underpinned by numerous initiatives and milestones, which will be embedded into our operating system, providing us the greatest opportunity for success. Going forward, we will continue to share our progress, ensuring accountability and transparency for our stakeholders. Sales of $7.7 billion increased 12% over last year, and 1% from the second quarter. Cost pass through, which represents the contractual billing of energy cost variances, primarily in the on site business, rose 3% over last year and 2% sequentially. Recall that cost pass-through has no effect on profit dollars, but will impact profit margins as we gross up or down sales and variable costs. Foreign exchange was a 2% tailwind versus prior year, but a 1% headwind sequentially, as most currencies have recently devalued against the U.S. dollar. Excluding these items, underlying sales grew 11% over prior year and 1% sequentially. The 8% volume increase over last year was broad based across all geographies and end markets, as we continue to see recovery from the pandemic. Sequentially, volumes are flat as contribution from project start-ups were mostly offset by lower volumes in China. Pricing levels are up 3% from last year and 1% from the second quarter, as we continue to adjust merchant and packaged gas product pricing in line with local inflation. Note that some of these contracts have lagging recovery mechanisms, which may not take effect for two to six months, depending upon the terms and conditions. Operating margin of 23.6% is 150 basis points above 2020, but 60 basis points below the high mark set in the second quarter. Excluding the impact of cost pass-through, operating margin would have increased 220 basis points above last year and had a negligible decline sequentially. As mentioned, merchant and package cost recovery can lag one to two quarters. So going forward, I expect continued pricing momentum. EPS of $2.73 is up 27% over last year from higher volumes and price over a relatively stable cost base. As both Steve and Sanjiv mentioned, Linde has a strong productivity culture, which enables consistent profit growth, irrespective of the economic climate. This is also evident in the 16.7% return on capital, which represents another record as profit continues to grow double digit percent over a flat capital base. The reason we've been able to maintain such a steady capital base is due to a combination of disciplined capital management and healthy cash generation, which I'll cover on slide eight. You can see to the left, our operating cash progression resulting in a record level of $2.6 billion in the third quarter. The three main drivers are stronger earnings, timing benefits from last quarter and engineering contract prepayments. In light of the record sale of plant backlog, I anticipate further project repayments into the next few quarters. As far as how we allocated year to date cash, the pie chart to the right shows $2.3 billion invested into the business and $4.8 billion distributed back to shareholders through dividends and stock repurchases. Note that investments exclude sale of plant since we are paid in advance for engineering projects, which means that we are committing much larger amounts toward contractually secured growth than what's shown on this chart. In addition to generating significant surplus cash we have access to very attractive capital through the debt markets. In September, we issued almost EUR two billion at five, 12 and 30 year maturities, with all-in coupons of 0%, 0.38% and 1%, respectively. Overall, the combination of excess cash generation and low cost incremental debt gives us a high degree of confidence to maintain shareholder friendly allocation policies over the long term. I'll wrap things up with guidance on slide nine. The fourth quarter earnings per share guidance range of $2.60 to $2.70 is 13% to 17% above last year and 38% to 43% above 2019. Consistent with prior quarters, we believe it's important to distinguish true multiyear growth from mere recovery of 2020 recessionary conditions. Versus the third quarter, this range represents a sequential decrease due to normal seasonal declines plus an estimated 1% foreign currency headwind. Underlying volumes are assumed to be roughly in line with the third quarter, but if current conditions hold, I'd expect to be at the upper end of this range. This quarterly update results in a new full year guidance of $10.52 to $10.62, which represents a growth rate of 28% to 29% over 2020 and 43% to 45% over 2019. In summary, another solid quarter despite some challenging conditions. And regardless of the macro, we remain confident in Linde's ability to continue delivering industry-leading performance. ","increased full-year 2021 adjusted earnings per share guidance to $10.52 - $10.62, representing 28% to 29% growth. q3 operating profit margin 16.8%; adjusted operating profit margin 23.6%, up 150 basis points. q3 sales $7.7 billion, up 12% versus prior-year quarter. q3 operating cash flow $2.6 billion, up 36%. outlook 2021: has updated its adjusted diluted earnings per share guidance to be in range of $10.52 to $10.62, up 43% to 45% versus 2019 and 28% to 29% versus prior year. outlook 2021: guidance assumes 3% currency tailwind versus 2020. " "Anatol Feygin, Executive Vice President and Chief Commercial Officer; and Zach Davis, Senior Vice President and CFO. And actual results could differ materially from what is described in these statements. In addition, we may include references to certain non-GAAP financial measures, such as consolidated adjusted EBITDA and distributable cash flow. As part of our discussion of Cheniere's results, today's call may also include selected financial information and results for Cheniere Energy Partners LP, or CQP. We do not intend to cover CQP's results separately from those of Cheniere Energy, Inc. the call agenda is shown on slide three. Jack will begin with operating and financial highlights, Anatol will then provide an update on the LNG market, and Zach will review our financial results and guidance. Before covering our results and outlook, I want to spend a minute addressing winter storm Uri and its impact on Cheniere. As we described back in February, we were impacted by the widespread power outages in Texas, which resulted in our Corpus Christi facility being down for a few days. I'm extremely proud of our operating personnel at both Sabine Pass and Corpus Christi for rising to yet another weather challenge and working so diligently to manage our operations smoothly throughout the freeze event. From hurricanes to fog to now historic freezes, the Cheniere platform has withstood whatever mother nature throws our way and our focus on safe and reliable operations continues to benefit our customers, shareholders and other stakeholders. As a result of the winter storm, there was no material impact on our assets or operations, and we were able to fill some cargoes at Sabine Pass and restore Corpus Christi to normal operating levels quickly to mitigate impacts on our delivery obligations. We did recognize a financial benefit as a result of some optimization activity in the period leading up to the storm. But the magnitude of that benefit is not material, which to our expected full year 2021 financial results. More importantly, the global LNG market has recovered significantly for 2021 and beyond as demand has outstripped supply, resulting in higher prices even during the shoulder and summer months. I continue to believe in the long-term viability and sustainability of LNG as an essential fuel source in the low-carbon future. After delivering on our 2020 guidance, despite a myriad of challenges, we continued our momentum into the first quarter and are off to a fast start. Now full year 2021 is looking even better for us than it did on our last call in February. For the first quarter, we generated approximately $1.5 billion of consolidated adjusted EBITDA, approximately $750 million of distributable cash flow and almost $400 million in net income on revenue of approximately $3.1 billion. We've often described 2021 as Cheniere's cash flow inflection point, and you can see progress on that early in the year in our first quarter financial results. Zach will cover these numbers in more detail in a few minutes. During the first quarter, we exported a quarterly record of 133 cargoes of LNG from our two facilities, with production incentivized by strong global LNG margins during the quarter, and we had the benefit of Corpus Christi Train three commissioning volumes. This record production is also despite Corpus being down a few days as a result of the winter storm in February. A sustained stronger LNG margin environment, together with our results for the first quarter, contribute to our ability to raise our full year 2021 financial guidance for the second consecutive quarter. Our outlook for the balance of the year has improved since our last call in February, with a slightly higher production forecast, augmenting the impact of the improved LNG margins we see throughout the balance of the year. We now forecast consolidated adjusted EBITDA of $4.30 to $4.6 billion, and distributable cash flow of $1.60 to $1.9 billion for the full year 2021. Near the end of the quarter, Train three at Corpus Christi achieved substantial completion within budget and in line with the accelerated time line we've previously communicated, with the completion of train three, the Cheniere and Bechtel relationship has now delivered eight LNG trains ahead of schedule and within project budgets, which is truly world class execution. And that execution excellence continues with our ninth Train. As construction on Train six at Sabine Pass continues to progress against accelerated schedules. The estimated substantial completion timeline has accelerated once again. Substantial completion is now projected to be achieved in the first half of next year. The carbon offsets covered full life cycle emissions. From the wellhead through consumption, with Cheniere delivering the cargo to Shell FOB at Sabine Pass and Shell delivering the cargo to a our European regasification facility. This first carbon neutral cargo is another step in Cheniere's environmental efforts I've discussed over the past several months. Our efforts emphasize enhanced transparency as a critical step toward improving environmental performance, and maximizing the benefits of our LNG for Cheniere, our customers and our value chain partners. Today's carbon neutral cargo announcement follows our February announcement of cargo Emissions Tags development. The response to our CE tax from current and prospective customers has been extremely positive and has spurred further engagement. Our focus is to ensure the long-term benefits of natural gas as an affordable, reliable and clean energy source for the world. Turn now to slide six. Where I'll discuss what I'm seeing in the market today and why I'm so optimistic about Cheniere's future prospects. In the short term market, we're beginning to see the impact of the structural shift to natural gas as a primary energy source for the world, as evidenced by the global LNG demand growth we saw in 2020 despite the pandemic. There was constructive LNG demand tension between Europe and Asia earlier this year that left some countries short of natural gas. In addition, South America is entering its winter demand month and is contributing to the tightness in the global LNG market. With natural gas storage below normal levels in Europe and precious little new supply entering the market this year, we also have a constructive backdrop in the LNG market for the balance of this year and into next year in 2023. With Corpus Christi Train three completed very early and the completion time line for Sabine Pass Train six recently accelerated again to the first half of next year. We are ideally positioned to benefit from these near-term market dynamics. In the longer term, the supply and demand fundamentals in the global LNG market are even stronger and reinforce our confidence in the value of our existing platform and in our ability to commercialize our Corpus Christi Stage III expansion project. In the four year period from 2017 to 2020 and the global LNG market added almost 120 million tons of capacity, an average of almost 30 million tons per year. In the subsequent four year period, that average is expected to drop to approximately 11 million tons a year, a significant slowdown in supply growth, which will be amplified by output declines from older legacy projects. On the demand side, the structural shift to gas on a global basis is evidenced by the near-term doubling of LNG importing nations in the last 10 years, and hundreds of billions of dollars of natural gas oriented infrastructure being built around the world today. LNG consumers recognize and value LNG's flexibility, reliability, affordability and the critical role natural gas plays in improving environmental performance and achieving decarbonization goals. We forecast that global LNG trade will approximately double, expanding by approximately 350 million tons per annum to over 700 million tonnes per annum by 2040, which would support additional, approximately 225 million tons per annum of incremental global supply. Our constructive long-term view on the LNG market was recently reinforced for the results of a comprehensive climate scenario analysis we conducted with a leading global management consulting firm. We published this analysis last month, and it's available on our website. This study analyzed Cheniere's business over the long-term under various energy transition scenarios and concluded that even under the most aggressive energy transition scenario analyzed. Demand for LNG and natural gas is expected to grow for decades to come. In that not only are Cheniere's existing assets well positioned to take advantage of that, but new LNG capacity will be needed to meet that demand. With regard to Cheniere specifically, our accomplishments and progress over the past five years of LNG operations have been nothing short of transformative and position the company to take full advantage of the constructive market we see in front of us. We have established ourselves as a premier LNG operator, demonstrating LNG buyers worldwide the reliability and certainty associated with a long-term supply agreement with Cheniere. In addition, our continuous improvement efforts have yielded efficiency gains and debottlenecking has unlocked a significant amount of extremely cost-effective volume across our projects, which further improves our competitive position and increases financial returns. As construction ramps down, the long-awaited financial results of our multiyear capital programs are bearing fruit as evidenced by today's results. This year, we expect to generate well over $1 billion of free cash flow, and we are quickly approaching our expected run rate metrics. Our run rate forecast of $11 per share and distributable cash flow not only has a high degree of visibility but also empowers us to execute on an all of the above strategy for capital allocation, which includes achieving investment-grade credit metrics, funding a significant portion of Corpus Christi Stage three with cash flow after that project is commercialized and returning significant capital to shareholders via buybacks and dividend. Zach and his team and I are working diligently with the Board and the rest of management on our detailed capital allocation plans, which we will communicate to you later this year. I'm excited about what we are seeing in the LNG market, how Cheniere is positioned to capitalize with our portfolio volumes, a shovel-ready brownfield expansion project commercial offerings tailored to customers' needs and an improving credit and cash flow profile. The global LNG market exited 2020 on a positive note as cold weather across Asia and continued economic expansion in China helped contribute to an increase in Asian LNG imports in Q4. As non-U.S. supply was slow to respond, markets tightened as Asia pulled cargoes from Europe, a trend which continued in Q1 of 2021. The in the first quarter, global LNG supply showed positive year-on-year growth for the first time since the first quarter of 2020, but net growth was modest as a healthy 17% growth in U.S. exports was largely offset by declines at several LNG facilities around the globe, which were either shut down or underperforming, including facilities in Norway, Nigeria, Australia, Trindad, Tobago and Russia. Extreme cold weather in Asia and then Europe during the first quarter, combined with the supply constraints and a tight shipping market, caused unprecedented price spikes in JKM in the early part of the quarter to all-time highs of over $30 in January. Since then, extreme temperature conditions have passed and JKM prices have moderated. However, price levels are still well above where they were a year ago with March JKM settling at $8.26 and June trading above $9 currently. Well above prices around the $2 in MMBtu level a year ago, indicating an underlying structural tightening of the market, supported by strengthening demand fundamentals. As I just mentioned, in Asia, LNG imports were very strong in Q1, up over seven million tons or 11% year-on-year. China added nearly five million tons of LNG demand despite robust domestic gas production and increased Russian pipeline gas imports. Early reports of total gas demand in China show an increase of approximately 15% year-on-year in Q1. Weather, continued coal-to-gas switching and a remarkable over 18% increase in Q1 GDP drove the demand increase. In the Japan, Korea, Taiwan area, LNG imports increased 8% or three million tons year-on-year due partly to scheduled nuclear and coal outages. From a structural demand level, 10 years after the Fukushima earthquake, most Japanese nuclear plants remain offline with only nine units, totaling 9.1 gigawatts resuming operation as of Q1 '21 compared with 42 gigawatts in 2010, solidifying LNG as a critical fuel for the stability of the energy system in Japan and in the region as a whole. In Europe, gas demand in major markets rose by 9% year-on-year during Q1 and stronger heating and gas-fired power demand. Significant drawdowns from storage through winter and into April has left European storage approximately 34 bcm or around 50% lower than the prior year by the end of April and approximately 11 bcm or approximately 375 Bcf below the five year average. To attract LNG volumes away from Asia to help replenish storage, TTF prices remain elevated. April TTF settled higher than JKM at $6.46 an MMBtu that was 13% higher on the month and up almost 200% year-on-year. Current prop margins are in the $3 range, inclusive of a dramatic upward shift in charter rates from the $30,000 a day range well above the $80,000 a day range today. Based on these demand fundamentals, although specific conditions during the first quarter led to some dramatic LNG price volatility, we believe we have also seen indications that the structural tightening that we've been predicting for some time is now under way. As such, we have continued to transact incremental volumes aligned with our midterm strategy. The team has secured an additional approximately 1.7 million tons, locking in over $200 million in fixed fees across 2022 and '23. We see strong appetite for midterm agreements as both intermediaries and end users add diversity, security and flexibility to their portfolios. Turning now to slide nine, where I will discuss some longer-term aspects of the market. We've discussed over the last few years that we viewed 2021 as a transition year to a tight market. And as we just described, that has played out so much faster than we expected. Forward margins today during the Northern Hemisphere Spring shoulder season, are higher than they have been at any point for this season since we began operating just over five years ago. A number of market conditions that have been headwinds to entering into long-term commitments have more recently become tailwinds. And such as oil price, prompt margins and forward supply growth, just to name a few. We remain quite sanguine on the long-term contracting market for our products over the coming quarters and years as the demand for LNG will continue to increase over time with many current markets expanding and new markets continuing to be added. Specific to Asia, along with China and India, markets in South and Southeast Asia have shown keen interest in expanding their natural gas infrastructure. From pipelines to power plants to support their rapidly growing economies. In power generation, forecast suggests that gas is expected to be the second highest growth segment after renewables in terms of capacity additions. The need to expand access to reliable energy across the region means that natural gas is expected to play a crucial role in ensuring sustainable economic growth while reducing emissions intensity. Of the roughly 3,000 gigawatts of forecast incremental power generation capacity in Asia by 2040, over 300 gigawatts is expected to be gas fired. Just for reference, a gigawatt of combined cycle natural gas generation operated as baseload, requires approximately one million tons of LNG per annum. A significant portion of that sum will be in China, but almost half of it is expected to satisfy growth in South and Southeast Asian countries, such as India, Indonesia, Bangladesh, Vietnam and the Philippines. Some of these countries are already well-established gas users with indigenous resources, which are mature and declining. Data from Wood Mackenzie suggest that the region could lose more than 20 Bcf a day of domestic output by 2040, and while current upstream developments are considered unlikely to offset more than just a small fraction of that decline. In addition, gas demand in the region is currently expected to grow by at least 18 Bcf a day during the period to 2040, creating a gap of more than 35 Bcf a day of gas, which we expect to be satisfied in large part by LNG. Again, for reference, 35 Bcf a day is equivalent to approximately 250 million tons per annum of LNG. LNG demand growth across the various markets of South and Southeast Asia is in aggregate very significant. LNG demand growth in South and Southeast Asia is expected to accelerate and potentially grow fivefold by 2040, adding between 160 million and 200 million tons to global trade. We believe that over the next two decades, over 20% of the growth in Asian demand will come from China, and approximately 70% will come from South and Southeast Asia as these countries prioritize gas over coal to secure economic growth and meet their climate goals. This region consumed over 17% of global coal and was responsible for more than 1/3 of global greenhouse gas emissions in 2019. While most net zero pledges came from outside the region, we believe that nations in South and Southeast Asia have been increasingly determined to improve environmental performance and find ways to fuel growth in a more environmentally sustainable manner. We see Cheniere's LNG as a secure, reliable and cost-effective fuel for the region and which, along with renewables, will displace more polluting fuels. Jack already touched on our leadership and initiatives in ESG and I'll just add that we are seeing increasing interest and engagement from both existing and potential customers on the environmental opportunities we are developing. Cheniere stands ready to work with customers in the region and all over the world to create practical solutions that fit their commercial needs and satisfy global environmental imperatives. We believe our low emitting LNG standards will play a role in supporting the region's environmental goals and its energy priorities. I'm pleased to be here today to review our first quarter financial results and key financial updates as well as our increased 2021 guidance. Turning to slide 12. For the first quarter, we generated net income of $393 million, consolidated adjusted EBITDA of approximately $1.5 billion and distributable cash flow of approximately $750 million. Our financial results for the first quarter were positively impacted by increased global LNG prices and margins, particularly margins realized on spot and short-term cargoes sold through our marketing affiliate and a higher-than-normal contribution from LNG and natural gas portfolio optimization activities due to significant volatility in LNG and natural gas markets during the quarter. As we have discussed in prior quarters, our IPM agreements, certain gas supply agreements and certain forward sales of LNG qualify as derivatives and require mark-to-market accounting meaning that from period to period, we will experience noncash gains and losses as movements occur in the underlying forward commodity curves. The impact of shifts in these curves on the fair value of our commodity and FX derivatives, during first quarter 2021 was a net loss of approximately $120 million, which was substantially all noncash. For the first quarter, we recognized an income 456 TBtu of physical LNG, including 442 TBtu from our projects and 14 TBtu from third parties. 84% of these LNG volumes recognized in income were sold under long-term SPA or IPM agreements. During and after this winter storm, we were able to work with our long-term customers on cargo schedules as well as shift some volumes from Corpus to Sabine, leading to no material impact to our production for the quarter. We received no cargo cancellation notices and had no revenue related to cargo cancellations in the first quarter. However, we previously recognized $38 million of revenues during fourth quarter 2020 and related to canceled cargoes that would have been lifted in the first quarter. Commission activities for Corpus Train three went well, as Jack discussed, and we received $191 million related to sales of commissioning cargoes in the first quarter, corresponding to 25 TBtu of LNG. As a reminder, amounts received from the sale of commissioning cargoes are offset against LNG terminal, construction and process, net of the costs associated with production and delivery of those cargoes. six TBtu of LNG-related to commissioning activities was on the water at the end of the first quarter and will be recorded as an offset to construction in process upon delivery. Turning to the balance sheet. We prioritized debt reduction since raising the Cheniere loan to refinance convertible notes last year and have committed to pay down at least another $500 million of outstanding debt in 2021. The we made good progress toward that goal during the first quarter when we paid down $148 million in outstanding borrowings under the Cheniere term loan. I'll provide some additional color in a few moments. But we are in an excellent position to reach, and likely surpass, our minimum debt reduction target this year. In February, we locked in an approximately $150 million private placement of long-term amortizing fixed rate notes at SBL that are committed to fund in late 2021. And at a rate of 2.95%, the lowest yielding bond ever secured across the Cheniere complex. In March, CQP opportunistically issued $1.5 billion of 4% senior notes through 2031, the proceeds of which, together with cash on hand, were used to extend the maturity and accretively refinance all of CQP's 5.25% senior notes due 2025. Our efforts on execution, performance and prudently managing the balance sheet throughout the Cheniere structure continue to be recognized by the credit rating agencies. As we mentioned on our last call, in February, Fitch revised the outlook of SPL's senior secured notes rating to positive from stable while reaffirming its existing BBB minus investment-grade rating. In April, S&P revised the outlook of both Cheniere Engineered Partners BB ratings to positive from negative, a signal that ratings upgrades may be coming. In addition, S&P's commentary indicated a leverage level of 4.5 to five times on a debt-to-EBITDA basis in the next couple of years could be consistent with an investment-grade rating. Commentary, which is in line with, and supportive of, our deleveraging plan and goal of investment-grade credit metrics throughout the structure. Turning now to slide 13. As Jack mentioned, today, we are again increasing our guidance ranges for full year 2021 consolidated adjusted EBITDA and distributable cash flow by $200 million, bringing total increases to $400 million above the original ranges we provided in November of last year. Our revised guidance ranges are $4.30 to $4.6 billion in consolidated adjusted EBITDA and $1.6 to $1.9 billion in distributable cash flow. Today's increase in guidance is largely driven by our strong results in the first quarter. The continued improvement in global LNG market pricing and our ability to execute additional higher-margin forward sales into the stronger pricing. Since the last call, we have continued to lock in additional volumes for the remainder of the year. Though those sales have been offset by an upwardly revised production forecast driven by maintenance optimization, some favorable weather and a much faster than expected ramp-up to steady Train three volumes. We currently forecast that a $1 change in market margin would impact EBITDA by approximately for full year 2021. As we have now sold almost all of our production for the remainder of the year and have completed and placed Corpus Spring III into service, in line with our previously forecasted timing. Our remaining exposure this year is not material, and we only plan to provide another update if that were to change. We are confident in our ability to deliver results within these upwardly revised guidance ranges for the full year. With Train three now in operation, we've also now passed the free cash flow inflection point we have long discussed with our stakeholders. We expect to generate meaningful free cash flow this year for the first time in Cheniere's history of well over $1 billion. We originally committed to $500 million in debt reduction this year, but we now think $500 million is conservative due to our strong performance and cash flow generation year-to-date and the forward sales of LNG we have executed in a strong LNG market. We are continuing to work on our long-term capital allocation strategy with our Board, and we anticipate communicating this multiyear plan to you in the second half of the year. Including more comprehensive plans for the remainder of free cash flow this year after meeting our initial 2021 debt reduction goal of $500 million. ","cheniere increases full year adjusted ebitda guidance. cheniere energy - increasing 2021 consolidated adjusted ebitda guidance to $4.3 - $4.6 billion and 2021 distributable cash flow guidance to $1.6 - $1.9 billion. " "Total revenues for the third quarter of fiscal 2021 of $161.9 million increased $38.8 million or 32% compared to $123.1 million in the same quarter last year. Net earnings for the quarter were $17.8 million or $1.61 per diluted share compared to net earnings of $10.1 million or $0.93 per diluted share in the prior year. Irrigation segment revenues for the third quarter of $140.2 million increased $44.7 million or 47% compared to the same quarter last year. North America irrigation revenues of $87.4 million increased $24.5 million or 39% compared to the same quarter last year. The increase resulted from a combination of higher irrigation equipment sales volume and higher average selling prices. This increase was partially offset by lower engineering services revenue of approximately $4.5 million related to a project in the prior year that did not repeat. In the international irrigation markets, revenues of $52.8 million increased $20.2 million or 62% compared to the same quarter last year. The increase resulted primarily from higher irrigation equipment sales volumes in most international markets. There was also a favorable foreign currency translation impact of $2.3 million compared to the prior year. Total Irrigation segment operating income for the third quarter was $23.9 million, an increase of $8.5 million or 55% compared to the same quarter last year. And operating margin improved to 17.1% of sales compared to 16.1% of sales in the prior year. Improved margins were supported by higher irrigation equipment sales volume and was partially offset by the continuing impact of higher raw material and other costs. In North America, margin headwinds are diminishing as multiple price increases implemented over the past several months are being realized. However, as Randy mentioned, we have also experienced significant cost increases in Brazil that have compressed margins and will continue to do so as we work through a large backlog of orders. We expect this margin pressure to continue through the first quarter of fiscal 2022 until price increases are fully realized. Infrastructure segment revenues for the third quarter of $21.8 million decreased $5.8 million or 21% compared to the same quarter last year. The decrease resulted from lower Road Zipper system sales, which were partially offset by higher Road Zipper lease revenue and increased sales of road safety products. The current quarter did not have any significant Road Zipper sales, while the prior year included over $9 million in revenue related to the Highways England project and Japan order. Infrastructure segment operating income for the third quarter was $3.8 million compared to $8.2 million in the same quarter last year. And operating margin for the quarter was 17.3% of sales compared to 29.5% of sales in the prior year. Current year results reflect lower revenues, coupled with a less favorable margin mix compared to the prior year. ","q3 earnings per share $1.61. q3 revenue $161.9 million versus refinitiv ibes estimate of $146.4 million. expect raw material inflation and supply chain challenges to persist through balance of our fiscal year. remain optimistic about outlook for co's infrastructure business. " "My name is Aaron Howald, and I'm LP's Director of Investor Relations. All these materials are available on LP's Investor Relations website, www. Rather than reading those statements, I will refer to you to those supplemental materials. Robust customer demand for all of LP's products has continued, driven by ongoing strength in homebuilding and remodeling, resulting in an outstanding quarter for LP. SmartSide net sales grew by nearly 50% versus Q1 of last year to $283 million and EBITDA more than doubled to $90 million. Smooth and ExpertFinish volumes more than doubled, with those innovative products reaching 8% of total SmartSide volume. OSB prices continued to climb throughout Q1, with the result that LP's OSB segment generated extraordinary cash flow. LP's South American segment also had a very strong quarter, with 50% more sales and 3 times more EBITDA than the first quarter of last year. As a result, LP exceeded $1 billion in sales, generated $461 million in EBITDA and $314 million in operating cash flow and earned $3.01 per share, all of which are quarterly records. Last quarter, we announced a phased integrated capacity expansion plan that included converting our mill in Houlton, Maine from LSL and OSB to SmartSide, the restart of our Peace Valley OSB mill in Fort St. John, British Columbia, and plans to convert our OSB mill in Sagola, Michigan Society. Let me briefly update you on those projects. Houlton conversion is under way and on schedule despite some expected difficulties with travel and contractor access presented by COVID. We expect to begin SmartSide production at Houlton less than a year from now in late Q1 of next year. We are excited about the capacity expansion of these investments in Houlton represent, and we are gratified by the enthusiastic responses from local and regional suppliers and community stakeholders. Given the strength of SmartSide demand, we are exploring options to accelerate the conversion of Sagola. We're also evaluating and prioritizing subsequent projects to add capacity by conversion and/or expansion of existing facilities as well as growing prefinishing capacity. SmartSide has a long runway for growth ahead as we innovate, capture share, expand addressable markets and execute an aggressive capacity expansion strategy. Process to resume OSB reduction in Peace Valley is also going quite well. I want to complement the small containment has maintained the mill since we idled it in the summer of 2019. They have kept the equipment in excellent condition, and we anticipate minimal impediments to an efficient restart. Last quarter, I spoke about the challenges presented by shortages of MDI, the resident use and manufacture of SmartSide and OSB. MDI availability has improved significantly, and we are essentially back to normal levels of supply with OSB mills once again using planned levels of MDI. This episode has highlighted the strategic value of having Siding and OSB integrated in LP's portfolio. SmartSide uses MDI exclusively, but OSB can use alternate rests. When supply has become constrained, we were able to allocate scarce MDI from OSB to Siding. Without which Siding, we have struggled to achieve another outstanding quarter of growth. While the MDI supply has improved, global shortage of vital asset tape-based adhesives has forced decreased production of TechShield, LP's Radiant Barrier sheeting product in the second quarter. The vinyl acetate supply situation is improving, and we expect to be back to normal levels of textile production by the end of the quarter. However, as COVID subsides in North America and the broader county rebounds a tremendous supply chain disruptions and type logistics availability are likely to present challenges going forward. We recognize the difficulties this creates for LP's customers, particularly in an environment with such strong demand. We're doing everything we can to mitigate the impact of these issues through strategic sourcing and network optimization, and we are adding SmartSide and OSB capacity as safely, efficiently and quickly as possible. Finally, I'm happy to announce that LP is in the initial phases of returning to our national headquarters after more than a year of working from home. And while COVID-19 vaccines are now widely available in the U.S. and Chile, vaccination rates continue to lag in Canada and Brazil. The situation is improving, but we are not out of the woods yet. Ongoing diligence in care exercised by LP's pandemic response team and mill employees are helping minimize operational impacts from COVID, enabling LP to supply our customers the products they need to build and renovate homes. I encourage all of them and all of you on the call to continue to exercise appropriate precautions and get vaccinated as soon as possible. LP had a remarkable first quarter. And while challenges remain, very strong housing in RNR markets resulting in intense demand for SmartSide and OSB, keeping our near-term outlook exceptionally positive. Slide six shows summarized results for the quarter, which, much like the fourth quarter, are clean and straightforward with ongoing SmartSide growth and higher OSB prices as the most significant drivers. Compared to the first quarter of last year, net sales increased by 74% to just over $1 billion, driven by 49% growth in SmartSide and over $330 million of significantly higher OSB prices. The resulting EBITDA of $461 million is more than 5 times last year's result. We generated $314 million of operating cash flow, including increased capital investments and heavy spending on logs, common practice for LP in the first quarter. The $3.01 per share of adjusted earnings is 10 times that in the first quarter last year. In terms of capital allocation, we paid $17 million in dividends in the first quarter and spent $122 million to repurchase 2.4 million shares. We've continued buying back shares through the second quarter and as of the close of business yesterday, had just $32 million remaining of our existing $300 million buyback authorization. All else equal, that remaining authorization will be exhausted by the end of this week. I'm therefore, delighted to report that LP's Board of Directors has authorized a further $1 billion of share repurchases, which we plan to launch immediately. LP's Board also declared a dividend of $0.16 per share payable on June 1. Slide seven highlights the cleanliness of the quarter from a reporting perspective. Continued SmartSide growth and OSB price appreciation resulted in $93 million and $333 million, respectively, of incremental revenue for the quarter, compared to which everything else is really just a rounding error. All $333 million of the incremental OSB pricing and 55% of the incremental SmartSide revenue translated into EBITDA, with everything else aggregating to a net negative of $6 million. Slide eight provides an update on our transformation. On a trailing 12-month basis, SmartSide revenue grew at twice the rate of single-family housing starts. Consequently, and as the table on the right shows, SmartSide growth dominates the first quarter, accounting for $53 million or $65 million transformation in the quarter. The resident substitution, which Brad referenced earlier, accounts for the negative $4 million in efficiency. Given that SmartSide growth contributes the lion's share of our transformation dollars in the quarter, Slide nine looks a little deep into that growth. The bar chart on the left is not repeat of Slide 8. This chart shows SmartSide revenue growth for just the quarter relative to single family starts. The pie chart on the right provides more resolution of the also SmartSide growth. While total volume grew by 39%, the volume of the more innovative smooth prefinished and shrink products grew to 140%. As such, their share of the total volume increased under 5% to just over 8%. The substantially higher average selling prices of these new products also contributed one point to overall price growth in the fourth quarter. The waterfalls on Slides 10 and 11 show year-over-year revenue and EBITDA growth in the Siding and OSB segments for the quarter. Slide 10 covers Siding. The 49% revenue growth for SmartSide is the result of 39% volume growth compounded by 7% price growth and at $93 million in sales and $51 million in EBITDA, for an incremental EBITDA margin of 55%. OEE and sales and marketing efficiencies offset increased costs for freight and the dwindling nonrecurrence of fiber sales reduced revenue by $20 million and EBITDA by $2 million. The resulting Siding segment EBITDA of $19 million on $285 million of revenue, yields an EBITDA margin of 32%. Slide 11 shows the quarter in more detail for OSB and is dominated by ongoing record high OSB prices. We estimate the impact of MDI scarcity and alternate resin substitution at roughly 80 million square feet or 7% of volume due to reduced operating efficiency for OEE. And as Brad said, the supply chain for that resin seems to have stabilized. We will, of course, continue to monitor that situation and other potential supply chain interruptions closely. LP's ability to substitute alternate resins for OSB production and therefore, to be able to strategically allocate all available MDI to the Siding was a unanticipated benefit of having these segments under the LP umbrella. OSB prices will continue to grab headlines for sure, but OMP's results this quarter are no small measure of testament to the agility of the Siding and OSB operations team and LP's strategic sourcing team as they collaboratively navigated the MDl shortage. And this is almost entirely the result of OSB prices raising accounts receivable balances and the normal seasonal accumulation of logs I mentioned earlier. The bridge from the $314 million of operating cash flow to the net change in cash is similarly uneventful. With buybacks, capex, dividends and payments associated with refinancing, our long-term debt as the only material items. Reconciliations of net income to both adjusted EBITDA and adjusted income are also straightforward with depreciation and a rather large but appropriately proportional provision for taxes as the only items I've not already mentioned. Slide 12 provides updated guidance for capital expenditures for the year. As Brad said, we are exploring opportunities to accelerate our siding capacity expansion. The Houlton conversion, restarting Peace Valley, other growth capital and the basis of sustaining maintenance, altogether, bring our capital expenditures for the full year in the range of $230 million to $250 million. In other words, we're raising our tax guidance by about $10 million. And with extremely robust housing and repair and remodel markets, fueling intense demand for SmartSide and OSB, our order files give us some visibility into the remainder of the second quarter. For the OSB segment, prices continue to climb, with the result that we believe OSB revenue will be at least 30% sequentially higher in the second quarter than in the first. We also expect another strong quarter of SmartSide growth with revenue for the second quarter, at least 30% higher than last year, which would mark the fourth consecutive quarter of growth above 20%. Assuming the Siding and OSB scenarios I just detailed and given all the usual caveats about certain demand shocks or other unforeseeable events, we expect EBITDA for the second quarter to be at least $580 million, another quarter of record results and outstanding cash flow generation. Before handing the call over for Q&A, I do want to discuss our expectations for full year revenue growth for SmartSide. Demand continues to be very strong, and we expect to continue running our mills at or near capacity at for the remainder of the year. Also, ExpertFinish, Smooth and Shakes, should continue to grow as a percentage of total Smartside volume and revenue. However, given the acceleration of growth in the second half of last year, we simply cannot increase year-over-year revenue by much more than 10% in the second half of 2021. So all said, this would bring full year SmartSide growth to roughly twice our previous long-term guidance of 10% to 12% per year. ","compname announces an additional $1 billion share repurchase authorization. compname reports first quarter 2021 results, provides second quarter outlook, and announces an additional $1 billion share repurchase authorization. q1 sales rose 74 percent to $1.0 billion. q1 adjusted non-gaap earnings per share $3.01. sees adjusted ebitda for q2 2021 to be greater than $580 million. sees q2 smartside sales to be more than 30% higher than last year. osb sales in q2 2021 to be sequentially higher than q1 2021 by more than 30%. " "We all appreciate what a difficult year this has been. Even in the face of this incredible adversity, Stride has been able to thrive. We've only been able to do so because of the commitment of our thousands of team members. These folks have been dedicated to our customers and the families that need an alternative approach to education, now more than ever before. This is also a year in which the country and the world took notice of online and distance learning in a mainstream way, but the experience is not always positive. Across the country, many schools struggled with uncertainty and inconsistency for students and families, as they vacillated between online and in-person instruction. Our teachers, platforms, content and curriculum are all developed to meet this need. [Technical Issues] many have not embraced it. Others realize its potential if done the right way. We stand-alone, having served millions of students in our online bundle. And while many schools struggled with learning loss and deteriorating test scores, our result outpaced them in the phase of on-boarding a record number of families for our programs. I will get to how we are turning to this formula. First, I am going to review some of our fiscal 2021 accomplishment. By almost any measure, we had a record year, by a long-shot. We helped over a quarter of a million full-time learners and millions of other users became interested in our programs. Learning loss became the norm, except in the schools we managed. No wonder the national data showed an overall enrollment decline of [Technical Issues]. We published our first ever ESG report backed by a number of key initiatives. A new partnership with National Association of Black Male Educators designed to increase the diversity of teachers across the country. A program with Teach for America to share practical online experience to student and teachers. Our We Stand Together College Scholarship, a $10 million multi-year commitment to support underrepresented students. But we are not relying on the tailwinds of the pandemic to set our long-term path forward. We rebranded our company from K12 to Stride to ensure that our name better reflects the commitment to providing educational opportunities for learners of all levels. We acquired two high growth, higher margin companies to expand our adult Career Learning offers. We held an Investor Day to outline our strategy and growth trajectory through fiscal year 2025, a trajectory that I believe we are well on track to hit and we raised almost $360 million through a convertible note offering to facilitate further investment in both organic and inorganic growth. In our General Education business, we saw student enrollment increase by almost 50%. With all the uncertainty this past year, we saw dramatic improvements in retention, in both our General Education as well as our Career Education business. And we did not see the mass withdrawal of students in the second half of the school year, as many states began to reopen their brick and mortar schools. This is a testament to the stickiness and value propositions of our programs. As we've mentioned previously, students who enrolled in our Career Learning programs tend to retain at a higher level than our General Education students and we believe this trend will continue. We also had a record number of reregistration families, indicating that they will be returning for the fall. Our Career Learning business finished the year with over $250 million in revenue. This is an increase from less than $10 million just four years ago, a 150% compounded annual growth. This year, we saw a growth of over 125% to almost 30,000 students. These programs offer a career path without the need for expensive college degree. And we're increasing the programs from our MedCerts acquisition that we will offer the high school students the certificates in the healthcare industry. Both our MedCerts and Tech Elevator acquisitions continue to grow and contribute to the bottom line and are exceeding our expectations from when we purchased. They are high growth, high margin market opportunity platforms for us that we will continue to leverage into other areas of our business, particularly our high school programs. We will continue our focus on IT and healthcare training because these industries are projected to add more than 2.5 million new positions in the US by 2029. On the other hand, our Galvanize acquisition has not performed according to our plan. We've restructured this business and believe we now have a glide path to both renewed growth and profitability heading into next year. We will also look for ways to invest behind and expand our adult learning offerings with a lens for making Career Learning a $1 billion plus business. In June, we released our inaugural ESG initiatives report. As an Education and Career Learning company, we have a significant opportunity to help achieve global education, workforce and diversity and inclusion goals. All of our ESG initiatives are based on the four cornerstones; extending lifelong learning for today's competitive workforce; supporting racial and socio-economic equity and inclusion; fostering transparent leadership, governance and professional development; and contributing to a more sustainable world. For me, our focus on learning outcomes is the most important aspect of all our ESG efforts. Stride is in a unique position to influence the lives of millions of students of all ages. Not many of our companies have that kind of impact or carry that responsibility. We don't take that responsibility lightly. By now, everyone is aware of the significant shortages impacting the workforce. Stride is well-positioned to help alleviate that shortage. To that end, we have set 10-year goals that are driven by learner outcomes. So by 2030, our goals are to graduate over 100,000 students from our Stride career high school program, to graduate hundreds of thousands of students from our adult programs, and to achieve leading graduation of learning growth rates for over a million students. Our report contains a lot more specific information on our ESG efforts. I encourage everyone to read it. Now I want to turn to fiscal year '22. The long-term trends, prospects for our General Education and Career Learning businesses, both remain tremendous. The COVID-19 pandemic has raised consumer awareness around the need for and the benefits of online education in grades K through 12 and in adult learning. While it doesn't work for everyone, many students and families have realized that online learning and the flexibility it provides is a preferred alternative. Increased awareness and openness to different options to meet educational needs fundamentally provides for a long-term tailwind for all aspects of our business. As we do every year, we will try to provide formal fiscal '22 guidance during our first quarter earnings call in October. So while we're not providing guidance right now, I do want to provide some insights into how the current enrollment season is trending. Even now in August, we're still less than halfway through the volume of our typical enrollment season. And this means that these trends could shift in the coming weeks. Additionally, the pandemic has increased uncertainty around all these metrics, so please do not extrapolate what I am about to say. We have not seen the massive return to brick and mortar school [Technical Issues]. We are currently exceeding the number of reregistrations that we saw during fiscal '21 and in previous years. Right now, we're well ahead of where we would be normally in enrollments versus pre-pandemic levels. Awareness for our offerings is at an all-time high, the pandemic helped to drive awareness [Technical Issues] and now they just need to choose. Conversion rates from our new leads are an all-time high. So when families seek us out, they're more likely to enroll. We believe that health and safety continue to be top priority for families and we're seeing that and we're seeing even stronger demand in states where the Delta variant has surged. Our goal is clear, is to grow every year and importantly, we remain on track to achieving the long-term revenue and profitability targets that we outlined during the Investor Day last fall. We still anticipate achieving revenue of $1.9 billion to $2.2 billion, adjusted operating income of $250 million to $350 million by the year 2025. Now I'll hand the call over to Tim to discuss our full year 2021 results. First, let me recap our reported results. Revenue for the full fiscal year 2021 was $1.54 billion, an increase of 48% over the prior fiscal year. Adjusted operating income was $161.4 million, up 160% compared to the prior year. Capital expenditures were $52.3 million, an increase of $7.3 million over last year. In each case, these results met or beat the expectations we provided in our guidance last quarter. The outperformance was primarily driven by favorable revenue for enrollment and retention. Looking ahead to fiscal 2022, it is still too early to confidently forecast our current date enrollments for the reasons James just outlined. Given where we are in the process, there remains variability around two key factors; firstly, ongoing reregistration and new enrollments and secondly, the retention of these enrollments once school starts and through the month of September. Now here's what I can say today about fiscal year 2022. We expect to grow adjusted operating income and adjusted EBITDA year-over-year compared to our strong fiscal year 2021 results. Furthermore, we believe that the increased awareness and acceptance of online and hybrid education accelerated by the COVID-19 pandemic has sustainably reset the baseline for the General Education business. Therefore, we are confident that General Education revenue in fiscal year 2022 will be significantly larger than it was in fiscal year 2020. As we have done in the past, we will refrain from providing guidance until we report our first quarter fiscal 2022 results in October. By that time, we will have much greater visibility into enrollments for the new school year. Returning to our results for fiscal year 2021. Revenue from our General Education business increased $346 million or 37% to $1.28 billion. This is due primarily to higher enrollments, partially offset by lower revenue per enrollment. General ed enrollments rose 45% year-over-year to more than 156,000, while revenue per enrollment declined 5%. The decline in revenue per enrollment was due primarily to state budgetary pressures, resulting from COVID-19 and a higher mix of lower funded states. As we stated last quarter, we expect revenue per enrollment to improve next year, given what we know today about state budgets and policy. Career Learning revenue rose to $256.6 million in FY '21, an increase of 140%. This growth was driven by significantly higher volumes in our Stride Career Prep Programs, as well as organic growth and new acquisitions in our adult learning businesses. We expect to continue growing our Stride Career Prep Programs in FY '22 with plans to open four new programs and expand eight existing programs in FY '22. Gross margins were 34.8%, up 140 basis points compared to fiscal 2020, driven by an increased contribution from the higher margin adult learning businesses and lower costs from efficiencies and automation initiatives. We expect margin improvement to continue into fiscal 2022. We are confident that we will achieve our 36% to 39% gross margin targets much sooner than fiscal 2025, which was our original target communicated during our November 2020 Investor Day. Selling, general and administrative expenses were $424.4 million, up 35% from fiscal 2020. The increase in SG&A was driven primarily by higher costs associated with our enrollment growth and increase in stock-based compensation expense and the annualization of expenses for our adult learning businesses. Adjusted EBITDA of $239.9 million reflects an increase of 87% over FY '20. Adjusted EBITDA margin improved 400 basis points from 12% of revenue in FY '20 to 16% in FY '21. The margin improvement and growth in adjusted EBITDA are driven by higher revenue and improved operating leverage. Stock-based compensation expense came in at $39.3 million, up 67% year-over-year, driven by the timing of certain stock-based grants tied to our Career Learning business. We currently expect stock-based compensation expense to decline to a range of $30 million to $34 million in FY '22. Interest expense totaled $18 million for fiscal 2021, in line with the expectations we provided last quarter. This consisted of approximately $5 million in cash interest and $13 million in non-cash amortization of the discount in fees on our convertible senior notes. In the first quarter of fiscal 2022, we early adopted new accounting guidance related to our convertible notes. This will result in the elimination of the non-cash debt discount expense among other impacts. As such, we expect our interest expense in FY '22 to be materially lower and more in line with the cash interest we recognized in FY '21. Our full year tax rate for FY '21 was 26%, below the guidance range we provided last quarter. We had some positive tax benefits related to stock-based compensation and had the effect of lowering our tax rate for the year. In FY '22, we anticipate an increase in non-deductible compensation that will cause our tax rate to be closer to the 28% to 30% range. Capital expenditures for the year totaled $52.3 million, up 16% from the prior year, due mainly to higher capitalized software development costs associated with adult learning, automation and improvements to our platforms. Capex, as a percent of revenue was 3.4% and that is lower than our historical average of approximately 4% to 5% over the past few years. Free cash flow defined as cash from operations less capex totaled $81.9 million for FY 2021. This was approximately $45 million below the expectations provided at Investor Day last November due entirely to the timing of receipts, which drove lower than expected cash from operations. Some of the timing issues were associated with our growth in states that regularly pay in the following year and some were related to delayed payments due to COVID. In fiscal 2022, we expect to have significantly higher free cash flow, reflecting these timing issues from fiscal 2021. Finally, we ended the year with cash and cash equivalents of $386.1 million, an increase of $173.8 million compared to the same period a year ago. We believe that our strong free cash flow generation and liquidity will continue to provide the financial flexibility to fund our existing operations and pursue strategic acquisitions. To summarize, fiscal 2021 was a landmark year for Stride. We saw record enrollments in both our General Ed and Career Learning businesses, which drove double-digit growth in revenue, adjusted operating income, and adjusted EBITDA. Our Career Learning assets, which accounted for less than $7 million of revenue four years ago, generated over a quarter billion dollars in revenue during the year, a sign of the tremendous demand for Career Education offerings, and Stride's innovation and leading position within this market. In addition, we continue to improve our margin profile and bolster our cash and liquidity position while maintaining a low level of indebtedness. As James mentioned, we could not be more excited about the prospects for our business and we'll continue to execute on our high growth, career learning strategy and margin expansion initiatives. ","compname posts career learning revenue of over $250 million. " "Lexington believes that these statements are based on reasonable assumptions. Any references in these documents to adjusted company FFO refers to adjusted company funds from operations available to all equity holders and unit holders on a fully diluted basis, operating performance measures of an individual investment are not intended to be viewed as presenting a numerical measure of Lexington's historical or future financial performance, financial position or cash flows. Executive Vice Presidents Lara Johnson and James Dudley will be available during the Q&A portion of our call. 2020 was an outstanding year for Lexington and our fourth quarter results were excellent across all our business lines. In the fourth quarter, we generated adjusted company funds from operations of $0.19 per diluted common share to end the year at $0.76 per diluted common share, the high end of our guidance range. Following a robust quarter of $182 million of industrial purchases and $292 million of sales, our industrial exposure increased to 91% of our gross real estate assets excluding held for sale assets. Portfolio operations have been very strong during the pandemic with fourth quarter cash base rent collections averaging 99.8%. Also during the quarter, leasing volume was healthy at 1.7 million square feet, consolidated same-store NOI was up 1.6% and industrial cash renewal rents increased 3.4% with overall fourth quarter cash renewal rents down roughly 2.5%, due to office lease renewal roll downs. We recently announced a dividend increase of 2.4%, supported by our positive results throughout the year, which equates to an annualized dividend of $0.43 per common share. Our plan is to continue growing our dividend annually. Our company has evolved considerably over the last five years and we have mostly transitioned out of the office sector into the industrial sector, an asset class that we believe, continues to have strong fundamentals and an expanding opportunity set. Along the way, we disposed of 127 consolidated non-industrial assets for $2.5 billion and purchased 60 industrial assets for approximately the same amount. Throughout this transition, our investment strategy has targeted purchases, build-to-suits and select development opportunities in primarily warehouse and distribution assets in markets across the Sunbelt and lower Midwest. We had an active year on the investment side, purchasing $612 million of primarily Class A industrial assets and investing $60 million into development projects. As we near completion of our portfolio transition, we will continue to focus on acquiring and developing primarily single-tenant Class-A warehouse and distribution properties in our target markets. While we expect to be active in the purchase market, we intend to allocate more capital to development opportunities in 2021 relative to 2020. In our view, this is the best way to achieve higher returns without compromising on quality when it comes to building characteristics, markets and locations. Just to highlight a couple of recent successes on the development side, during the fourth quarter, we had value creation events in our first two development projects located in the Columbus, Ohio market. These included selling a land position in one of our Etna parcels to Kohl's department stores and executing a full-building lease on our Rickenbacker project, these are two great outcomes for us and we're excited about the opportunities in our development pipeline going forward, which Brandan will discuss in more detail later in the call. Moving to sales, 2020 volume totaled $433 million of predominantly non-core assets at average GAAP and cash-cap rates of 5.8% and 5% respectively. An excellent result that was consistent with our prior disposition plan forecast. We were particularly pleased with the sale outcome of our Dow Chemical office building in the fourth quarter as we retired a substantial amount of secured debt and de-leveraged the balance sheet. Additionally, we sold two office properties in January for approximately $20 million, while the office sales market continues to be impacted by the pandemic, we remain committed to selling our remaining office properties in an orderly manner and we'll continue to give regular updates on our progress in the forecasted sales results. The remaining office and other asset portfolio consists of 18 properties, which generated 2020 NOI of approximately $33.5 million. We expect to market for sale most of this portfolio in 2021, which we currently value at around $300 million. Turning to leasing, we leased over 5.2 million feet during 2020 and at year-end, our portfolio was 98.3% leased, representing a slight decline compared to the previous quarter, primarily as a result of a year-end lease expiration in our Statesville in North Carolina, industrial facility. We were very pleased with industrial cash base renewal rents in 2020, which increased 17.5%. At year-end we had 3.7 million square feet of space expiring in our single-tenant industrial portfolio in 2021, of which we expect at least a third to be renewed with the expiring rents below market, on average. Of the remaining leases, the two most significant expirations are our Olive Branch Mississippi facility occupied by Hamilton Beach through June 2021 and our lower-end South Carolina facility occupied by Michelin through November 2021. The Laurens location has multiple prospects interested in the property for either lease or sale, including the potential for further extension with Michelin. Additionally, the Olive Branch location is experiencing significant leasing interest from full building users, which could result in minimal downtime. Our balance sheet remains in excellent shape, with leverage at 4.8 times net debt to adjusted EBITDA at year-end. Our strong cash position forward ATM contracts, retained cash flow and proceeds from dispositions provide us considerable capacity to fund future growth initiatives. In 2020, we began building-out an ESG platform for our operations. We understand the importance in doing so and have begun to establish a program that is appropriate for our portfolio given the limited control we have over many of our properties due to their net lease single-tenant nature. Our 10-K and website will contain a summary of our initiatives, goals and performance and we expect to report on ESG matters going forward, as our platform evolves. To conclude, we were very pleased with our fourth quarter and 2020 results. We have succeeded in monetizing much of our office portfolio while constructing a high quality industrial platform. Our focus remains on acquiring and developing well-located warehouse and distribution assets and disposing of our remaining non-core assets. While we will continue to experience some near-term dilution as we sell these assets, we believe that industrial property is demonstrably superior in terms of long-term cash flow growth. We had another active year on the investment front, acquiring 16 industrial properties totaling 6.6 million square feet or $612 million at average GAAP and cash cap rates of 5.4% and 5% respectively. These assets have an average age of two years and an attractive weighted average lease term of 8.3 years, with average annual rental escalations to 2.3%. Our overall industrial portfolio continues to be shaped with a focus on building quality, age and user versatility, and targeted growing industrial logistics markets in the Sunbelt and lower Midwest. Fourth-quarter purchase activity was consistent with these attributes end markets and comprised of four warehouse distribution properties totaling 1.4 million square feet and two Dallas-Fort Worth logistics submarkets, as well as submarket in Phoenix and Greenville, Spartanburg. These properties all feature modern specs, good highway access and ample trailer parking, with an average lease term of 9.4 years and annual rental escalations of 2% or higher. During the quarter we also closed on and began funding a build-to-suit industrial project in Phoenix, which we expect to be completed in the third quarter of 2021. Subsequent to year-end, we purchased three recently constructed Class A warehouse distribution facilities for approximately $51 million, totaling 520,000 square feet, further adding to our holdings in the Indianapolis and Central Florida markets. We are currently reviewing over $600 million of existing deals in the market. Pricing continues to be very competitive. And as evidenced by our 2020 purchases, cap rates have compressed from a year ago. While the industrial market opportunity is vast, we are unlikely to compromise on asset quality and save our current return. Our increased development focus with long-standing development partners will allow for potentially greater value creation compared to purchases and complements our existing industrial portfolio. Will mentioned earlier, that we have secured a full-building lease at our 320,000 square foot Rickenbacker project in Columbus late in the fourth quarter with a subsidiary of PepsiCo for three years. The base building was substantially completed this quarter. Our expected development cost basis in the fully completed project is estimated to be about $20 million. We were pleased that pre-lease for full building prior to completion at an attractive development yield, with anticipated stabilized GAAP and cash cap rates of 7.8% and 7.6% respectively. Also in the fourth quarter at our ETNA West development site in Columbus, we sold the ground position under the 1.2 million square foot e-commerce distribution center leased to Kohl's department stores, which exercised its two-year purchase option for $10.6 million. This transaction resulted in a gain on sale of $5.9 million. Our Shugart Farms development projects, a Class A 910,000 square foot distribution center in the I-85 South submarket of Atlanta, is slated for substantial completion around the end of the first quarter of 2021 and is currently available for lease. Market absorption in the Atlanta industrial market in 2020 exceeded total absorption in both 2018 and 2019 and remains market with high user demand. Lastly, our future pipeline includes three development projects in which we are in late-stage negotiations and due diligence. These projects are in Indianapolis, Central Florida and Phoenix, target markets where we intend to continue building a larger presence. Adjusted company FFO for the fourth quarter was approximately $55 million or $0.19 per diluted common share. We achieved the high-end range of our 2020 adjusted company FFO guidance at $0.76 per diluted common share. Our 2020 adjusted company FFO payout ratio was 55.6% and continues to provide us ample retained cash flow. We generated revenues of approximately $83.3 million in the fourth quarter, which represented a slight increase compared to the same-time period in 2019. Overall, in 2020, gross revenues increased $4.5 million year-over-year. This increase was primarily attributable to new acquisitions, partially offset by sales. Property operating expenses was relatively flat year-over-year. However, tenant reimbursements increased to 84% for 2020, compared to 72% for 2019. Our 2020 G&A of $30.4 million was in line with our revised target range of $30 million to $31 million, and we expect 2021 G&A to be within a range of $31 million to $33 million. Same-store NOI increased 1.6%, primarily as a result of a 2% increase in same-store industrial NOI. Year-over-year, our consolidated same-store leased portfolio decreased 140 basis points to 97.6%, primarily due to the year-end lease expiration of our Statesville, North Carolina property. At year-end approximately 86% of our industrial portfolio had escalations with an average rate of 2.1%. Our 2020 rent collections were among the best in the REIT sector. We collected 99.8% of cash base rents throughout the year, and as of the end of 2020, we'd only granted two rent relief requests in our consolidated portfolio, which we have discussed on previous calls. Bad debt expense was minimal during the fourth quarter, with only $212,000 of bad debt expense incurred. Capital markets activity during the quarter included the sale of an additional 1.1 million common shares under the forward delivery feature of our ATM program. These shares increased our forward sales contracts to 5 million common shares for the year, with an aggregate settlement price of $55 million as of year-end 2020. Our balance sheet remains exceptionally strong with leverage at a low 4.8 times net debt to adjusted EBITDA at year-end. We had substantial cash of $179 million on the balance sheet at year-end and nothing outstanding on our unsecured revolving credit facility. In connection with the sale of the Dow Chemical office building, we satisfied $178.7 million of secured debt with an interest rate of 4%. This contributed to an increase to our unencumbered NOI to over 89% at year-end. At year-end, our consolidated debt outstanding was approximately $1.4 billion with a weighted average interest rate of approximately 3.3% and a weighted average term of 6.9 years. ","q4 revenue $83.3 million versus $83 million. qtrly adjusted company ffo $0.19 per diluted common share. estimates adjusted ffo for year ended december 31, 2021 will be within expected range of $0.72 to $0.76 per share. " "I'm joined today by Bob Patel, our Chief Executive Officer; and Michael McMurray, our Chief Financial Officer. The pass code for both numbers is 13723396. During today's call, we will focus on third quarter results, the current environment, our near-term outlook and provide an update on our growth initiatives. Before turning the call over to Bob, I would like to call your attention to the noncash lower of cost or market inventory adjustments, or LCM, that we have discussed on past calls. These adjustments are related to our use of last in, first out or LIFO accounting and the volatility in prices for our raw material and finished goods inventories. During the third quarter of 2020, we recognized a non-cash impairment of $582 million that reflected our expectation for reduced profitability from our Houston refinery. I'm pleased to join for my 28th and last earnings call as CEO of LyondellBasell. Per our usual practice, we will review our results from the quarter. As I prepare to leave the company at the end of the year, I've taken some time to reflect on the strong company we have built and our outlook for the future. Without a doubt, LyondellBasell's future is very bright. Because of the efforts of our incredibly talented and hard-working global team, we've built a company that has proven it can perform under a range of conditions. During an event like a global pandemic, that no one could have predicted or imagined, we were able to fund our dividend with cash from operations and grow our company through accretive M&A. I'm confident that LyondellBasell will continue to deliver for its stakeholders in the future. This is a company that is focused on building value for the long term and one that is built to stand the test of time. With that said, let's review our third quarter results. LyondellBasell's businesses are continuing to benefit from robust global demand and tight market conditions. In the third quarter, our company delivered $5.25 per share of earnings, more than 4 times higher than the same quarter last year. EBITDA was approximately $2.7 billion, a year-over-year quarterly improvement of $1.8 billion. Efficient cash conversion generated $2.1 billion in cash from operating activities, a new quarterly record for our company. These results are indicative of strong markets, the discipline with which we approach running our business and the increased earnings power from our value-driven investments and accretive growth over the past several years. We remain focused on improving LyondellBasell's cash generation through all stages of the business cycle. While our portfolio delivered $2.7 billion of EBITDA, this quarter's results reflect a sequential decline of 11%. Increased costs for natural gas, ethane, naphtha and butane compressed margins for many products from the highs seen in the second quarter. This, however, does not change how we see the future. We continue to see very solid demand for our products and remain highly constructive on the outlook for our businesses as global reopening continues to play out over the coming quarters. We expect a combination of a well-funded economy and pent-up consumer demand for durable goods as well as the nondurable goods associated with travel, leisure and other in-person activities will continue to underpin attractive markets. In short, we remain confident that a reopening global economy and eventual normalization of global supply chains will support continued growth for our businesses over the coming quarters. Our year-to-date total recordable incident rate for employees and contractors rose to 0.24 during the third quarter. Much of this increase is associated with the tragic incident at our acetyls facility in La Porte, Texas, during July. We remain committed to learning from this incident and incorporating the learnings from the investigations to help prevent such tragedies from ever happening again. Looking more closely at the chart, we are encouraged by the notable improvement in chemical industry safety performance during 2020. We are watching to see if this is a durable trend or perhaps a onetime benefit from reduced in-person work hours during the height of the pandemic. At LyondellBasell, continuous learning and a self-improving culture are key focus areas in our pursuit of GoalZERO safety performance for both our employees and our contractors. On slide six, I would like to highlight LyondellBasell's increased commitments to help address the global challenge of climate change. In late September, we announced accelerated targets and a goal to achieve net zero Scope one and Scope two greenhouse gas emissions from our global operations by 2050. We now aim to reduce absolute emissions from our global operations by 30% relative to a 2020 baseline. We plan to achieve these goals by advancing progress on several fronts. First, we are improving energy efficiency in all our plants and reducing our need for high carbon content fuel sources, such as coal. We are already moving on this front. In September, we announced our plan to phase out coal from the power plant at our site in Wesseling, Germany. Second, we intend to procure at least 50% of our electricity from renewable sources by 2030. Third, we are focusing on minimizing flare emissions from our clients, particularly during shutdowns and start-up events. In addition, we're evaluating a portfolio of technology options across the company's manufacturing footprint, including sustainable hydrogen increased electrification and carbon capture for storage or reutilization in our processes. We believe this strategy puts us on an achievable pathway toward our net zero goal. In the near term, we do not expect significant increases in our overall capital budget as reduced spending associated with the completion of our PO/TBA project in 2022 will be offset by an increasing share of climate-related investment. Before I begin, I would like to share my sincere gratitude to Bob for his tireless work, inspirational energy and thought partnership in leading and growing LyondellBasell for nearly 12 years. We are all sad to see you go, Bob, but we will be eagerly watching your progress and wishing you continued success. In the third quarter, LyondellBasell generated a record $2.1 billion of cash from operating activities that contributed toward the $5.4 billion of cash generated over the last 12 months. Our free operating cash flow for the third quarter improved by more than 10% relative to the second quarter, and our free operating cash flow yield was 15% over the last 12 months. We expect this chart will continue to improve during the fourth quarter as 2020 results drop off from our trailing performance. As I have mentioned during previous calls, we are highly focused on shareholder returns. A strong and progressive dividend plays a fundamental role in our capital deployment strategy. In addition to our dividend, we also resumed share repurchases during the third quarter and reduced our share count by approximately one million. We continue to invest in maintenance and growth projects with more than $500 million in capital expenditures. Strong cash flows supported debt reduction of nearly $700 million, bringing our year-to-date debt reduction to $2.4 billion. We closed the third quarter with cash and liquid investments of $1.9 billion. In July, S&P Global Ratings recognized the improvement in our balance sheet by upgrading our credit ratings and indicating a stable outlook. During the fourth quarter, we expect that robust cash generation and an anticipated tax refund will enable continued progress on our goal to reduce debt by up to $4 billion during 2021, and further strengthen our investment-grade balance sheet. After the quarter closed, we repaid an additional $650 million of bonds in late October. We do not foresee the need for additional debt repayment in 2022. Confidence around our deleveraging targets enabled us to resume share repurchases in September, and we continued to opportunistically repurchase shares during October. As of October 22, we have repurchased a total of 1.6 million shares. Now I would like to highlight the results for each of our segments on slide nine. In the third quarter of 2021, LyondellBasell's business portfolio delivered EBITDA of $2.7 billion. Our results reflect strong margins supported by robust demand for our products and tight market conditions, offset by higher costs, primarily in our O&P Europe, Asia, international segment and our I&D segment. Let's begin the individual segment discussions on slide 10 with the performance of our Olefins and Polyolefins-Americas segment. Robust demand drove EBITDA to about $1.6 billion, slightly lower than the second quarter. Olefins results decreased approximately $75 million compared to the second quarter due to lower margins and volumes. Despite relatively stable benchmark ethylene margins, our margins declined as we purchased ethylene to supplement production and meet strong derivative demand. Volumes decreased due to unplanned maintenance, resulting in a cracker operating rate of 89%. Polyolefins results increased more than $75 million during the third quarter as robust demand in tight markets drove spreads higher with polyolefin prices increasing slightly more than monomer prices. In fact, our polypropylene spreads reached a historic high. We continue to see strong demand for our products as we begin the fourth quarter. However, higher energy and feedstock costs, along with typical seasonality demand softness toward the end of the year are likely to compress margins for our O&P-Americas businesses. Higher feedstock cost and lower seasonal demand during summer holidays reduced margins and volumes in our EAI markets resulting in a third quarter EBITDA of $474 million, $234 million lower than the second quarter. Olefins results declined about $50 million as margins decreased driven by higher feedstock costs despite the higher ethylene and co-product prices. We operated our crackers at a rate of 92% of capacity due to planned maintenance. Combined polyolefin results decreased approximately $120 million compared to the prior quarter. Lower seasonal demand drove declines in polyolefin price spreads relative to monomer cost and reduced volumes. Declining polyolefin spreads also affected our joint venture equity income by about $35 million. During the fourth quarter, we expect to see further margin declines from higher energy and feedstock costs along with end-of-year seasonality. Our ethylene volumes are expected to decline due to planned maintenance. Rising feedstock and energy costs drove margin declines in most businesses resulted in third quarter EBITDA of $348 million, $248 million lower than the prior quarter. Results were impacted by approximately $25 million due to site closure costs associated with the exit of our ethanol business. Third quarter propylene oxide and derivatives results decreased about $15 million as margins declined slightly from the historical highs of the second quarter. Durable goods demand remained strong, resulting in increased volumes. Intermediate Chemicals results decreased approximately $140 million. Margins declined in most businesses, primarily styrene and volumes decreased as a result of downtime in our acetyls business. Oxyfuels and related products results decreased about $40 million as increased butane feedstock prices more than offset the increased volume from improved gasoline demand. In the fourth quarter, we expect volumes to increase with the restart of our La Porte acetyls facility and continued strength and demand for durable goods. Margins are likely to moderate with fourth quarter seasonality and higher raw material costs for our I&D segment. Now let's move forward and review the results of our Advanced Polymer Solutions segment on slide 13. Customer supply chain constraints continue to hinge results with third quarter EBITDA of $121 million, $8 million lower than the second quarter. Compounding and solutions results were relatively unchanged. Margins were higher but partially offset by a decrease in volume due to restricted production in downstream markets, including the automotive sector, appliance manufacturing and other industries affected by semiconductor shortages. Advanced Polymer results decreased about $10 million driven by lower margins and volumes primarily due to plant maintenance. We expect results will be similar in the fourth quarter as it will likely take several quarters before supply chain constraints begin to improve. Margins improved significantly in the third quarter, resulting in an EBITDA improvement of $122 million to a positive $41 million. In the third quarter, prices for byproducts increased, costs for renewable identification number credits, or RINs, decreased and the Maya 2-11 benchmark increased by $1.65 per barrel to $23.11 per barrel. The average crude throughput at the refinery increased to 260,000 barrels per day, an operating rate of 97%. Improved demand from increasing mobility should be supportive for our refining margins and could enable continued profitability during the fourth quarter. Let's finish the segment discussion on slide 15 with the result of our Technology segment. Increased licensing revenue drove third quarter EBITDA to a record $155 million, $63 million higher than the prior quarter. We expect that fourth quarter profitability for our technology business will return to similar quarterly levels as the first half of this year based on the anticipated timing of licensing revenue and catalyst demand. Our approach is to pursue prudent and accretive investments that chart a clear path for increasing EBITDA. In 2018, we expanded our compounding business by acquiring A. Schulman and forming the Advanced Polymer Solutions segment from both legacy and acquired businesses. With integration complete, we have a solid platform for future growth and synergies should become increasingly visible as volumes recover in the markets served by this segment. In the second quarter of 2020, we started a 500,000 ton per year polyethylene plant in Houston, utilizing our next-generation Hyperzone HDPE technology. At full nameplate capacity and average margins from 2017 to 2019, we estimate this asset is capable of generating $170 million of annual EBITDA. In September of 2020, we established a new integrated cracker joint venture in Northeastern China. This investment is capable of generating $150 million of annual EBITDA for our company, again based upon full capacity and historical industry margins. In December of 2020, we closed the transaction for the integrated polyethylene joint venture in Louisiana. At full capacity and historical margins, this investment is capable of contributing $330 million in EBITDA for our company. In our Intermediates and Derivatives segment, the combination of two new propylene oxide investments in China and Houston starting in 2022 and 2023 could together add almost $500 million of annual estimated EBITDA. Taken together, we estimate these initiatives could add up to $1.5 billion of EBITDA to our mid-cycle earnings. Slide 17 provides a historical view of LyondellBasell's profitability over the course of the first complete business cycle for our company. Over the period from 2011 to 2019, we delivered a little over an average of $6.5 billion of EBITDA, excluding LCM and impairment. In fact, we reached $8.1 billion in 2015 during my first year as CEO of our company. In today's strong market and with many of our growth initiatives providing strong contributions, our last 12-month performance was $8.6 billion, exceeding our previous record and reaching nearly 30% above the historical average. While no two cycles are exactly alike, our performance during prior business cycles provides valuable context on how these growth initiatives might perform and reposition LyondellBasell during the next cycle with a larger asset base. Let me summarize our view of current conditions and the outlook for our business with slide 18. In the near to midterm, further progress with vaccination rollouts should continue to support solid demand and margin for our products. With seven billion doses of vaccines administered worldwide, approximately 1/2 of the world's population has now received at least one dose of a COVID vaccine. New cases in the U.S. have fallen to less than half the level seen during the delta-driven spike of August and September. We are keeping a watchful eye on rising case rates in the U.K. and parts of Europe, but most virus indicators are trending in the favorable direction. Over the coming months, margins are expected to face headwinds from typical fourth quarter seasonality and combined with increasing feedstock and energy prices, we anticipate some margin compression, but expect markets to remain relatively strong. Logistics constraints and the pace of vaccination are currently hindering demand. Eventually, consumers will have more options when purchasing a new car, back order furniture will become available, and all of us will find a way to resume traveling, whether for business or leisure. Pent-up demand is tangible and consumers have ample liquidity to drive purchases of both services and manufactured goods. Monetary stimulus may taper but the unprecedented levels of stimulus deployed during the pandemic will have lasting effects that are typically supportive for commodities. Let me close with slide 19. As I think about the coming weeks and prepare to pass the baton to the next leader of LyondellBasell, I draw comfort from the knowledge that the broader team we have in place is incredibly talented and has created great momentum that will endure for many years. In the end, our assets don't run themselves and decisions don't get made by spreadsheets. I'm confident that this remarkable team will continue to take our company to greater heights. Our company has never forgotten our core values built upon safety, reliability and cost efficiency. These attributes form the basis for leading and advantaged positions in our industry. With these strong foundations in place, we are deploying our business model across a larger asset base with embedded growth through projects such as our PO/TBA facility and further expansions of our global joint venture partnerships. In tandem with our investment to reduce carbon emissions, we are also building innovative business models that will increase our utilization of plastic waste as a circular feedstock. My belief is that over the next decade, LyondellBasell will become a global market leader in the exciting and rapidly growing market for sustainable plastics. With strong markets and new sources of EBITDA, our team works diligently to maximize cash conversion and we have taken care to reinvest that hard-earned cash into accretive investments that add value and drive future growth. All of this work is underpinned by a disciplined financial strategy. We stand by our dual commitments to a growing dividend and an investment-grade credit rating through cycles. We are confident that we can complete our deleveraging and achieve our target of reducing debt by $4 billion before the end of this year. With strong cash flows and no need for further debt reduction, we expect to continue reinvesting in our company through the opportunistic repurchase of LyondellBasell shares. I hope you share my sincere enthusiasm about the future of our company. ","compname reports q3 earnings per share $5.25. q3 earnings per share $5.25. lyondellbasell - expect strong demand for co's products to continue as roll out of vaccines drives improvement in economic activity around the world. lyondellbasell - third quarter results reflect robust demand for lyondellbasell products and tight market conditions. " "Melinda will open and close the call, and Bob will speak to segment performance and the financials midway through. We'll then open the call to questions. Although we believe these statements to be reasonable, our actual results could differ materially. The most significant risk factors that could affect our future results are described in our annual report on 10-K -- on Form 10-K. We encourage you to review those risk factors as well as other key information detailed in our SEC filings. With that, I'll now turn over the call to Melinda Whittington, La-Z-Boy's President and Chief Executive Officer. Across the La-Z-Boy enterprise, we delivered all-time record high sales of $525 million, making and selling more furniture in the quarter than we ever have in modern history, even with production running only 12 weeks in the quarter, due to our annual one week maintenance shutdown in July, versus 13 weeks in most quarters. Demand across all businesses also remained high and backlog remains at record levels. Written same-store sales for the La-Z-Boy Furniture Galleries network increased 10% versus the prior year quarter, and has grown at a compounded annual growth rate of 13% across the last two years since pre-pandemic, demonstrating the continued strength of demand for our La-Z-Boy branded products. Written same-store sales for our Company-owned Retail segment increased 22% versus the prior year period, and at a compounded annual growth rate of 16% over the last two years. And Joybird continued on its strong growth journey writing 31% more business than in last year's first quarter and growing at a compounded annual growth rate of 35% across the last two years. On the manufacturing front, we continued to increase capability to build and deliver more furniture to better service continued strong demand, and are in the process of increasing our cell count across the La-Z-Boy branded business. And also during the quarter, we continued to return value to shareholders with a dividend payment and $36 million of share repurchases, and we've recently expanded our repurchase authorization. At the same time, we are experiencing challenges in our wholesale business. We continue to have inefficiencies at the plant level, as we open additional upholstery capacity and hire, train and work to retain what is currently about one-third more workers versus pre-pandemic. And we are continuing to invest to increase flexible capacities due the remainder of this fiscal year in order to work through our backlog. Also, as expected, we experienced significant short term margin compression on the wholesale business, primarily due to higher raw material and freight costs, which have risen at unprecedented rates and speed over an extended period. As we've talked previously, we made the decision to not take action on the backlog with our first four rounds of price increases since the pandemic began. With wait times extending up to seven months for the La-Z-Boy branded business, that has resulted in delayed recognition of those price increases until they work their way through to our delivered sales. But looking to the future, during the quarter, we also made several strategic decisions to take us through this unprecedented period and ensure we emerge stronger, post pandemic. Recognizing the commodity prices are expected to remain at the highest levels in recent history, in July, we took our fifth price increase since the pandemic began, but this time also took a surcharge on our backlog. Given the unparalleled nature of rising material costs, we are asking our business partners to share in the financial impact during a period where we are all experiencing record demand. Since our first price increase last October, cumulative price increases and surcharges, now add up to the high-teens versus pre-pandemic. Second, on the practical side, our procurement team has significantly increased inventory for key component parts to minimize future supply disruptions and ensure a steady stream of furniture is manufactured and delivered. Third, we launched Project Century [Phonetic], our long-term strategic path for strong growth and profitability as we head toward our centennial anniversary in 2027. At a high level, key components include a focus on growing market share for our strong consumer brands, specifically La-Z-Boy and Joybird. In an extremely fragmented industry, the iconic La-Z-Boy brand enjoys an unparalleled identity for comforting quality, while being a leader in motion. We believe we can fully leverage these attributes to grow our business, and will invest to expand our reach to a broad range of consumers including younger consumers through consumer insights, product innovation, new experiences and messaging. At the same time, we will continue to expand and strengthen our omnichannel presence. We will offer a state-of-the-art e-commerce experience and a strong brick and mortar footprint to ensure we easily reach consumers wherever they prefer to shop. And now that we have a sustainably profitable direct to consumer model with Joybird, we'll increase investment to expand consumer awareness and accelerate profitable growth. At the same time, we'll enhance Joybird's omnichannel offering by opening additional small footprint brick and mortar stores in high traffic urban areas. Our first three stores in Brooklyn, Chicago and Washington DC have met with great success, and there is exciting potential for additional stores, including one in Los Angeles planned to open in the fall. As the final pillar of Project Century, we'll enhance our corporate capabilities and leverage the balance of the enterprise portfolio to efficiently support these initiatives and over time enable the potential for tack-on acquisitions that can benefit from our supply chain expertise and accelerate the La-Z-Boy Incorporated growth story. With these initiatives in place, over time, we envision sales growth outpacing industry averages while delivering industry-leading margins as we complete our first century in 2027. As a reminder, we present our results on both a GAAP and non-GAAP basis. On a consolidated basis, fiscal '22 first quarter sales increased 84% to a record $525 million, reflecting strong demand, capacity increases, and a comparison to the fiscal '21 first quarter when we restarted our plants at reduced capacity after a month-long shutdown and most retailers were closed for a portion of the quarter due to COVID-19. Sequentially, from fiscal '21 Q4, first quarter sales increased even with our annual one week maintenance shutdown in July. Compared with the pre-pandemic fiscal '20 first quarter, sales increased 27% for a compounded annual growth rate of about 13%. Consolidated GAAP operating income increased to $34 million and non-GAAP operating income increased to $35 million. Consolidated GAAP operating margin was 6.5% and non-GAAP operating margin was 6.6% reflecting expected significant short-term pressure on wholesale margins as the realization of previously announced pricing actions trailed escalating input costs, and we continue to invest in capacity expansion. GAAP diluted earnings per share was $0.54 for the fiscal 2022 first quarter versus $0.10 in the prior quarter. Non-GAAP diluted earnings per share was $0.55 in the current year quarter versus $0.18 in last year's first quarter. My comments from here will focus on our non-GAAP reporting unless specifically stated otherwise. I will now turn to a result -- to a review of our results by segment. Demand for product across all businesses remains robust. Starting with our wholesale segment, delivered sales for the quarter grew 76% to $393 million compared with the prior year period, compared with the pre-pandemic fiscal '20 first quarter, sales were 23% higher for a compounded annual growth rate of 11%. Non-GAAP operating margin for the wholesale segment was 4.7%, reflecting expected gross margin pressure as raw material and freight cost increases outpaced the realization of previously announced pricing actions and we continue to invest in bringing online new capacity. Now let me turn to the retail segment, which produced excellent results. For the quarter, delivered sales doubled, increasing 100% to our first quarter record of $182 million and delivered same-store sales increased 92% versus the year ago quarter, which was impacted by COVID. Compared with the pre-pandemic fiscal '20, first quarter, sales increased 27% for a compounded annual growth rate of 13%, reflecting strong execution at the store level. Non-GAAP operating margin increased to 11.2%, another first quarter record, driven primarily by fixed cost leverage on the higher delivered sales volume. Last year's first quarter margin was negative 6.8% with the period marked by a significant reduction in delivered sales due to delays in product deliveries and COVID-related manufacturing shutdowns in April as well as retail closures, with some stores closures extending into June. As Melinda noted, we are continuing to invest in the La-Z-Boy Furniture Gallery store system with new stores, remodels and relocations. We have approximately 25 project scheduled this fiscal year for the Company-owned stores, out of a total of approximately 35 projects across the network. Additionally, we are pleased to announce that earlier this week, we closed on the acquisition of three stores on Long Island, New York and look forward to expanding and strengthening the business there. Sales for Joybird which was reported in corporate and other, increased 188% to $39 million, almost tripling from the prior year first quarter. From the pre-pandemic fiscal '20 first quarter, delivered sales increased 125% for a compounded annual growth rate of about 50%, reflecting Joybird's strong positioning in the direct-to-consumer marketplace as well as excellent end-to-end execution by the team. For the period, Joybird increased its gross margin primarily from higher sales volume, product pricing actions, and increase in average ticket, and synergies due to its integration into our broader supply chain. It also experienced increased conversion on the website and a significant increase in retail store traffic. We have achieved sustained, structural profitability at Joybird, and will continue to increase our marketing spend to expand awareness, improve customer acquisition and accelerate growth. Pulling all this together, consolidated non-GAAP gross margin for the fiscal '22 first quarter decreased 270 basis points versus the prior year quarter, primarily driven by significant increases in commodity and freight costs, in addition to start-up costs associated with the expansion of our manufacturing capacity and labor challenges on our wholesale businesses. These items were partially offset by changes in our consolidated sales mix driven by the faster growth of retail and Joybird which carry a higher gross margin than our wholesale businesses, and from an improved gross margin performance at Joybird. Consolidated SG&A as a percentage of sales for the quarter decreased 620 basis points, primarily reflecting fixed cost leverage on the higher sales volume, mainly in our retail segment. Our effective tax rate on a GAAP basis for the fiscal '22 first quarter was 25.9% versus 19.8% in the first quarter of fiscal 2021. The increase in our effective tax rate for this year's first quarter versus last year's first quarter was primarily due to additional tax benefits from stock compensation in fiscal 2021 which did not occur in fiscal 2022. Absent discrete adjustments, our effective tax rate would have been 25.3% and 26.1% in the first quarters of fiscal 2022 and 2021 respectively. We expect our effective tax rate for the full fiscal 2022 year to be between 25.5% and 26.5%. Turning to cash, we generated $6 million in cash from operating activities in the quarter. We invested $39 million in higher inventory levels to protect against supply chain disruptions and support increased production in delivered sales. Additionally, during the quarter, we made seasonal incentive compensation payments related to the last fiscal year. We also spent $19 million in capital, primarily related to improvements to our retail stores, upgrades at our manufacturing and distribution facilities, new upholstery manufacturing capacity in Mexico, and technology upgrades. We ended the period with $336 million in cash and no debt compared with $337 million in cash at the end of fiscal 2021 first quarter, which included $50 million in cash proactively drawn on our credit facility. In addition, we held $33 million in investments to enhance returns on cash, compared with $16 million last year. Regarding cash returned to shareholders, during the quarter we continued to aggressively buy back shares, spending $36 million repurchasing more than 900,000 shares of stock in the open market under our existing, authorized share repurchase program. Over the past two quarters, we have returned $79 million to shareholders via share repurchase. We also paid $7 million in dividends to shareholders in the last quarter. Earlier this week, demonstrating its confidence in the Company's ability to grow profitably and continue to generate strong cash flow from operations, the Board of Directors approved an increase of 6.5 million shares to the Company's existing share repurchase authorization, with a 2.5 million shares available for repurchase under the program as of the end of the fiscal 2022 first quarter. This increase brings the total share repurchase authorization to $9 million, representing approximately -- I'm sorry, 9 million shares, representing approximately 20% of shares outstanding. This equates to approximately $320 million at Monday's closing stock price. The Company expects to execute the repurchase program over a three year to four year period, subject to market conditions, operational performance, cash flow from operations, cash balances, potential M&A activity and other business investments. Additionally, the Board approved a dividend of $0.15 per share to shareholders of record as of September 2nd, 2021. As we look to the future, from a capital allocation perspective, over the long term, we will target to invest approximately half of operating cash flow back into the business primarily via capex and M&A, and return the remainder to shareholders via dividends and share repurchases. Before turning the call back to Melinda, let me highlight several important items for the remainder of fiscal 2022. As noted, demand trends remained strong across the business and remain significantly higher than pre-COVID levels. With robust written order trends, our backlog remains at a record level setting us up for a strong year of shipments as we continue to increase production capacity sequentially each quarter. We improved product mix capability and worked through our wholesale and retail backlogs. While raw material and freight cost prices remain high and global supply chain disruptions continue, pricing actions taken to date including the recent surcharge on our backlog will begin to flow through our numbers in Q2. As a result, we expect to finish the fiscal year with a consolidated full year non-GAAP operating margin at or near double digits, more consistent with our performance in the fiscal 2021 fourth quarter. Finally, as we make investments in the business to strengthen the Company for the future, we expect capital expenditures to be in a range of $65 million to $75 million for fiscal 2022. Spending will support updating our La-Z-Boy Furniture Gallery stores, updates to our plants and distribution facilities in Neosho, Missouri, new upholstery manufacturing in Mexico and investments in technology solutions across the organization. We continue to operate in a very volatile environment with COVID uncertainties, high input costs, ongoing supply chain disruptions and continued strong demand curves. Our team is doing an outstanding job of managing the competing priorities of our various stakeholders, including our customers, shareholders and employees. We expect capacity expansion efforts will enable strong business growth as we move forward, and we are focused both on near-term tactics while designing our future for our 100th year and beyond. I believe the best is yet to come for La-Z-Boy Incorporated. We'll will begin the question-and-answer period now. Terran, please review the instructions for getting into the queue to ask questions. ","la-z-boy q1 adj earnings per share $0.55. q1 non-gaap earnings per share $0.55. qtrly written same-store sales in company-owned retail segment increased 22%. q1 gaap earnings per share $0.54. co's board of directors approved an increase of 6.5 million shares to its existing share repurchase authorization. expects to execute repurchase program over a three-to-four-year period. " "regional and global economy, and the financial condition and results of operations of the company and its tenants. Joining us today are Tom O'Hern, chief executive officer; Scott Kingsmore, senior executive vice president and chief financial officer; and Doug Healey, senior executive vice president, Leasing. We had releasing spreads of 5% and occupancy at nearly 91%. At the end of the third quarter, most of our town centers were open with only our three closed centers in Los Angeles remaining closed by government mandate. Those centers reopened in early October. So as of today, all of our centers are open and our tenants are eagerly planning for a busy holiday season. Most of the results were better than the second quarter, but we were obviously adversely impacted in the quarter due to COVID in general and specifically due to the protracted California and New York City closures. I'm very appreciative of the entire Macerich team that did a tremendous job of getting our centers reopened safely in some cases for a second time. Some of the self-health and safety measures we took went way beyond CDC recommendations that included significantly upgrading our air filtration systems to include hospital quality air filtration with [Inaudible] filters; engage the clinical head of Infectious Disease at UCLA Medical Center to review and advise us on our protocols and policies. We hired a nationally renown engineering firm to advise us on advanced HVAC systems and protocols. We implemented modified hours, increased cleaning and sanitizing protocols, CDC guidelines, and approved products that are baseline for our services. In terms of rent collections, we are much better off in the third quarter compared to the second quarter. During the third quarter, our average rent collections were 80%. October is trending above 80%. For most of the tenants not paying rent during the closure period, we would generally come to terms with them. In general, we agreed to rent relief usually in the form of deferred rent for the closure months with repayment in 2021. In many cases, in exchange for landlord-favorable amendments to leases. There were some large reserves for uncollectible rents in the quarter, which Scott will comment on. Cash flow continues to improve by the month as we move into the fourth quarter, and I expect that to continue. As of today, we have significant liquidity and currently have approximately $675 million of cash on the balance sheet. The tenant reactions to reopening has been good. Our tenants, almost without exception, were eager to get reopened. By October, for centers opened at least eight weeks, sales were up to 90% of pre-COVID levels. The consumer is shopping with a purpose and there has been pent-up demand. Our second quarter was more about getting centers opened and getting our tenants open safely and less about leasing. The focus in the third quarter was collecting past due rents and started to shift back to leasing. Looking at traffic, in general, it's running about 80% compared to a year ago. Some of that has to do with capacity limits, particularly for restaurants and also for having no seating in the food court. Sales, on the other hand, are running on average 90% of a year ago, which means there, I'd say, higher capture rate. This year will be a different holiday season. We believe it's going to start earlier. Operating hours will be shorter. There will be capacity limits. With consumers not spending money on vacations and entertainment during COVID, most of our consumers in our markets have money to spend this holiday season. Top categories are expected to be fitness and wellness, home furnishings, electronics and athletic leisure. There will be [Inaudible] but with lots of social distancing. We've got a number of questions about potential for property tax increases in California, although small in the political scheme of things. There was a proposition in California that would have increased property taxes on commercial property. It is known as Proposition 15. That proposition would have removed the protection of Prop 13 from commercial properties in California. For us, generally, we structure our leases to pass-through taxes to the tenant as a recoverable expense with a significant bottom line impact that the [Inaudible] shows Prop 15 passing. As of today, it is trailing. The yes votes stand at 48.7%, the no are at 51.3%. So hopefully, that means no increase for commercial taxes in California. Looking at the balance of 2020. The pandemic has shown that good retail is not going away, especially in A quality centers. Digitally native brands appreciate, more than ever, the profitability of their physical stores. Big format retailers got active again in the third quarter, and you'll hear some of the specifics from Doug. Although we are still in the midst of COVID, our centers are operating at 90% capacity, sales levels of 90% pre-COVID. And even if you look at one of the more challenging categories, restaurants, in our portfolio, we have 247 restaurants and 94% of those are open today. The second quarter was an extremely unique quarter and some of the second quarter challenges carried into the third quarter and may even carry partially into the fourth quarter. But many metrics got better in the third quarter, specifically collections. And the number of tenants opened and the progress we are making on leasing activity. The impact on reserves for adoption accounts was less than 20 — second quarter of '20, but still much higher than normal. We expect to gradually improve to a more normal level in the first quarter of '21. Although there are still too many uncertainties to give guidance, we expect the fourth quarter of 2020 and the year 2021 to be much better than the second and third quarters of 2020. Disruption from COVID-19 continued to severely impact 2020 results in the third quarter. Funds from operations for the third quarter was $0.52 per share, down from the third quarter of 2019 at $0.88 per share. Same-center net operating income for the quarter was down 29%, and year to date, it was down 17%. Changes between the third quarter of 2020 versus the third quarter of 2019 were driven primarily by the following factors and the numbers I'm going to cover [Inaudible] for the company: One, $20 million — $21 million in bad debt allowance in the form of the $14 million of increased net debt expense versus the third quarter of 2019, coupled with $7 million of lease revenue reverse for tenants, that are accounted for on a cash basis per GAAP within the third quarter; two, over $20 million of short-term nonrecurring rental assistance; three, a $9 million decline in common area and ancillary revenue as well as percentage rents; four, a $4 million decline in parking income driven by protracted property closures and reduced parking utilization at our urban centers in New York City and Chicago primarily; five, interest expense increased $4 million due to a decline in capitalized interest; six, net operating income declined from the Hyatt Regency Hotel [Inaudible], it was about a $2 million decline; seven, a negative $0.03 per share dilutive impact from shares issued in the second quarter relating to our stock dividend issued in the second quarter. These factors were all offset by increased lease termination income of $7 million and land sale gains totaling $11 million net impact. Revenue declines from occupancy loss also contributed to declines in both net operating income and FFO for the third quarter. As Tom mentioned, we are not providing updated 2020 earnings guidance given continued uncertainties. We do anticipate continued volatility operating results in the fourth quarter. While we're not providing guidance for 2021, as we mentioned last quarter, we still believe that 2020 will be a trough in the company's operating results including primarily to the following factors: The pandemic has effectively accelerated the financial troubles with numerous [Inaudible], resulting in a wave of bankruptcy filings that were funneled and due 2020. We do not anticipate this volume to recur in 2021. The majority of the filings have resulted in reorgs and not full fleet liquidations. We do expect approximately a 3% cumulative drop in occupancy from lease rejections, approximately half of which is already embedded within the 90.8% reported occupancy [Inaudible] third quarter, and the balance of these stores will close within the fourth quarter. Year to date, we have reported $57 million in additional bad debt reserves versus 2019, including $50 million of bad debt expenses and $7 million of lease revenue reversals for tenants accounted for on a cash basis. Similar levels of reserves are certainly not anticipated going forward. We've recorded well over $20 million in nonrecurring short-term rental assistance year to date and we expect those to continue into the fourth quarter of 2020. And then lastly, we anticipate increases to transit revenue line item going forward into 2021, namely the percentage rent, temporary tenant income, parking garage revenue, advertising, sponsorship, vending and other ancillary property driven revenue. We look forward to providing 2021 guidance on our typical cadence this time next quarter. Given the continued improvement in rent collections of 80% in the third quarter and over 80% in October, liquidity continues to improve. Cash on hand has increased from $573 million at June 30 to $630 million at September 30. And as Tom noted, liquidity continues to improve to this day. This improved liquidity is solely due to improved operating cash flow and is a testament to the herculean efforts by our people to both secure the right to open all of our properties and to negotiate thousands of agreements with our retailers. With continued progress in these negotiations, which Doug will soon elaborate upon, we anticipate further improvement to operating cash flow throughout the year. We are closing on a 10-year $95 million financing on Tysons Vita, the residential tower at Tysons Corner. The loan will have a fixed rate of 3.3% and will include interest-only payment during the entire loan term. This will provide approximately $47 million of liquidity to the company, and we expect the loan closing to occur within the next several weeks. We secured a short-term extension on Danbury Fair through April 1, 2021. The loan amount and interest rate remain unchanged following that extension. We have agreed to terms with the loan servicer for a three-year extension on Fashion Outlets of Niagara, which will extend the loan maturity through October of 2023. We expect the loan amount and interest rate also to be unchanged following that extension. And then lastly, we continue to work with our lenders to secure loan extensions for the nonrecourse mortgages on each of FlatIron Crossing, Green Acres Mall and the power center adjacent to that Green Acres Commons, and we anticipate securing extended term within the coming weeks. Like the second quarter, the majority of our efforts in the third quarter involved getting our retail partners open as quickly and as safely as possible once our centers were allowed to reopen. To date, all of our properties are open, and I'm happy to report that 93% of the square footage that was opened pre-COVID is now open today. As I discussed on our last call, it has been the case in the third quarter, much of our time and energy was spent working with those retailers that did not have the ability to pay rent while closed. And we've made great progress. In fact, as we look at our top 200 rent paying retailers, we've either received full rent payment or secured executed documents with 147 and are in LOI with another 23, all of which totals approximately 93% of the total rent these top 200 pay. Consequently, collections continue to improve. Third quarter saw an average collection rate of 80%, that's compared to 61% in the second quarter. And as of today, as Tom mentioned, our collection rate for October stands at about 81%. But the third quarter wasn't all about collection. As our centers continue to open and as our retailers opened and were able to trade with some consistency, the leasing climate began to improve. Retailers began executing leases that have been out since before COVID. But most importantly, the retailers began committing to new deals again. A true sign that for the first time in months, we're now looking forward rather than solely focusing on the past. I'll expand on this in a moment, but first, let's take a look at some of the third-quarter metrics. Portfolio-related sales for the third quarter were $718 per square foot, and that's computed to exclude the period of COVID closures for each tenant. The $718 is down from $800 per square foot at the end of the third-quarter 2019. For centers opened the entire month, sales in September were actually 92% of what they were a year ago, once we exclude Apple and Tesla. Occupancy at the end of the third quarter was 90.8%. That's down 50 basis points from last quarter and down 3% from a year ago. This is primarily due to store closures for bankruptcies and from our local tenants that couldn't survive the pandemic. Temporary occupancy was 5.7%, that's down 70 basis points from this time last year. Trailing 12-month leasing spreads were 4.9%, that's down from 5.1% last quarter and down from 8.3% in Q3 2019. Average rent for the portfolio was $62.29, down from $62.48 last quarter, but up 1.8% from $61.16 one year ago. As I mentioned earlier, the leasing environment continues to improve. In the third quarter, we signed 120 leases to 342,000 square feet. This is over 3x the number of deals and square footage that was signed in the second quarter, and these stats do not include any COVID workouts. Some leases signed in the third quarter of note include Gucci, Fashion Outlets of Chicago, Ducati Paris at Scottsdale Fashion Square; Kids Empire and State 48 Brewery at SanTan; Barbarie's Grill at Danbury Fair; Starbucks at Fashion District Philadelphia; Madison Reed at 29th Street; Polestar at The Village at Corte Madera; finally, Lucid Motors at Scottsdale Fashion Square and Tysons Corner. Both Lucid and Polestar are new additions to the electronic car category and first to the Macerich portfolio. As we head toward the end of the year, much of our focus is on our 2021 lease expiration and finalizing deals in order to secure as much expiring square footage in 2021 as possible. At this point in time, by virtue of COVID workouts and through the normal course of leasing, we have commitments on 26% of our 2021 expiring square footage with another 67% in the LOI stage. This brings our total leasing activity on 2021 expiring square footage to just over 90%. Turning to openings in the third quarter. We opened 44 new tenants and 276,000 square feet, resulting in total annual rent of $11.3 million. This represents 65% of the openings we had at the same quarter last year, but with 15% more square footage and virtually the same total annual rent. Given the conditions our industry has faced over the last several months, I think this speaks volumes to the strength of the leasing pipeline we had pre-pandemic. Notable openings include adidas and Tory Burch at Fashion Outlets of Niagara Falls; Aerie at Vintage Faire; West Elm at La Encantada; and Golden Goose, Capital One Cafe and a new Levi's store at Scottsdale Fashion Square. In the large-spread — in the large-format category, we opened Dick's Sporting Goods at Deptford Mall, in a portion of a former Sears store; Saratoga Hospital at Wilton Mall, also in a former Sears store; a new and spectacular looking restoration hardware gallery at The Village at Corte Madera. And all of this was in the third quarter. In October, we finished the repurposing of Sears at Deptford with the opening of Round One. And also in October, we remained active with Dick's Sporting Goods, opening them at Vintage Faire in a portion of Sears, and at Danbury Fair in the former Forever 21 box. The digitally made of and emerging brands continue to expand their omnichannel presence by opening stores. And the third quarter was no exception. We opened Amazon 4-Star and Indochino at Scottsdale; two Warby Parker stores at Scottsdale and 29th Street, along with Amazon Books and Tempur-Pedic at FlatIron Crossing. And our pipeline remains strong. At this point, we have signed leases with 190 retailers scheduled to open throughout the remainder of 2020 and into 2021. This totals 1.7 million square feet for a total annual rent of $63 million. And since the pandemic, only nine of these retailers with signed commitments have informed us that they won't be reopening — they won't be opening. Total impact of this is only 60,000 square feet of the 1.7 million square feet and only $3 million of the $63 million in total rent. Lastly, I want to address the issue of traffic. There's been a ton of focus on traffic and the fact traffic is down compared with last year, and it is. There's no arguing that. However, I struggle with the notion that traffic seems to be perceived as the sole means to a retailer's success. Why aren't we talking more about conversion or sales or the combination of both? Despite less traffic, the Macerich portfolio is seeing tremendous success in the reopening of stores that were forced to close due to COVID, like Primark at Danbury, being the No. 1 store in its region since reopening; or like Bath & Body Works at Freehold, beating last year's sales three months in a row with capacity limited to 50%; or HomeGoods at Atlas Park, outperforming last year by 15% while also at 50% capacity; or Burlington, reopening at Kings Plaza and selling through inventory that took a month to replace; or Sephora at Broadway Plaza, is currently ranked as one of the top stores in the company by virtue of conversion rates that are 20% to 30% higher than last year; or Round One at Deptford and Valley River, operating at full capacity with hour-long waits at night and on weekend; luxury retailers at Scottsdale Fashion Square such as Gucci, Louis Vuitton and Golden Goose, all exceeding planned by 25% to 40%; or North Italia, a restaurant at La Encantada, back to pre-COVID sales even at 50% occupancy; and Tillys at Arrowhead, reported double-digit sales increases since reopening in May and is expecting their best holiday season ever at this location. And the list goes on and on. Unfortunately, these success stories are too often overshadowed by the overwhelming focus on the effect this pandemic has had on traffic in the short-term and pre-vaccine. Make no mistake, traffic is important. There's no denying that. However, I do think it's time we stop thinking so one dimensionally and focus on other metrics in addition to simply traffic. And when we do, I think we'll all find that we are in a much better place than many think. ","macerich q3 ffo per share $0.52 excluding items. q3 ffo per share $0.52 excluding items. mall portfolio occupancy, including closed centers, was 90.8% at september 30, 2020, compared to 91.3% at june 30, 2020. " "I will start by going through some of the highlights of the quarter, and Jack will go through the second quarter results and guidance for the third quarter. I will then share some concluding thoughts before we start our Q&A session. But before we proceed, Jack will now cover the safe harbor language. These statements are based on management's current expectations or beliefs. Halfway through 2021, I am increasingly optimistic about the strength of the global recovery. As vaccine rollouts gain momentum and lockdown restrictions ease, we're seeing dramatic increases in hiring optimism. The pace of the recovery is strong, with the hiring intent picking up much faster than after the previous economic downturn. And although the recent infection increases are concerning, we do not believe they will materially impact the positive recovery trajectory. I spent a considerable amount of time during the second quarter in Europe with our market leaders, teams and clients. This included time with our French team at Viva Tech, one of the world's largest technology conferences in Paris, which I will talk about later as part of our innovation update. And together with other global leaders, I also spent time with President Macron and his government at the Choose France event. I believe that the future for France looks bright as the government continues on its path to make France more competitive, and our business is very well positioned to benefit as their economy grows. It is clear from my discussions with clients that demand is coming back very strongly for our services across all of our brands. This is evidenced in temporary and permanent placement activity as well as demand for workforce solutions. Companies increasingly need our help in finding and reskilling talent to enable them to leverage the fast-improving economic recovery and accelerate the digital transformation to emerge stronger post-pandemic. Turning to our financial results. In the second quarter, revenue was $5.3 billion, up 31% year-over-year in constant currency. We grew revenue significantly in our key markets, and this resulted in better-than-expected financial performance. Our operating profit for the quarter was $170 million, Operating profit was up significantly as we anniversary the depth of the pandemic's financial impact. Operating profit margin was 3.2%. And after excluding special charges in the prior year, operating profit margin increased 260 basis points. Earnings per diluted share was $2.02. Our most recent talent shortage survey of 42,000 employers in 43 countries found that 69% of employers globally, a 15-year high, are reporting difficulties hiring skilled workers across many industries. Although vaccinations are more widespread, workers are still dealing with issues created by the pandemic, such as healthcare and child care concerns. Unemployment benefits and related programs are also having a lingering effect on worker supply. We expect the pandemic-related talent shortages to ease over the coming quarters. But over the medium- to- long-term, the impact of digitization and other structured labor market changes are here to stay. This means hiring of skilled talent and supporting people to reskill and upskill for growth roles will be a driver of demand into the foreseeable future. It is a workers market right now. And as a result, we're also beginning to see employers respond to what workers want: wage increases in places, more flexibility, skills development and a clear commitment to ESG, especially clarity around an organization, social and climate impact. Revenues in the second quarter came in at the high end of our constant currency guidance range. Gross profit margin came in well above our guidance range. Operating profit was $170 million, representing a significant increase from the prior year period, which was heavily impacted by the pandemic. Operating profit margin was 3.2%, which was 80 basis points above the midpoint of our guidance. Breaking our revenue trend down into a bit more detail, after adjusting for the positive impact of currency of about 10%, our constant currency revenue increased 31%. As the impact of net dispositions and slightly more billing days was very minor, the organic days-adjusted revenue increase was also 31%. Comparing to pre-pandemic revenues, our second quarter revenues were below 2019 levels by 4% on an organic days-adjusted constant currency basis, representing a 1.5% improvement from the first quarter trend on the same basis. Turning to earnings per share bridge on Slide 4. Earnings per share was $2.02, which significantly exceeded our guidance range. Marking from our guidance midpoint, our results included improved operational performance of $0.55, slightly higher than expected foreign currency exchange rates, which had a positive impact of $0.03, and slightly better than expected effective tax rate that added $0.02, and favorable other expenses which added $0.02. Looking at our gross profit margin in detail. Our gross margin came in at 16.3%. Staffing margin contributed 60 basis point increase, which included 20 basis points related to direct cost accrual adjustments in France, representing a 40 basis points underlying improvement in staffing margin. Permanent recruitment contributed 50 basis point GP margin improvement as hiring activity was strong across our largest markets. Our Experis Managed Services business in Europe contributed 10 basis point margin improvement. These increases were partially offset by other business mix factors, primarily involving a lower mix of Right Management career transition business. Next, let's review our gross profit by business line. During the quarter, the Manpower brand comprised 64% of gross profit. Our Experis Professional business comprised 21% and Talent Solutions comprised 15%. During the quarter, our Manpower brand reported an organic constant currency gross profit year-over-year growth of 51%. Our Manpower business experienced the biggest decline a year ago, and as a result, experienced the biggest increase this period in the recovery. Compared to pre-pandemic levels, this represented a decrease of 4% from the second quarter of 2019 on an organic constant currency basis. Gross profit in our Experis brand increased 23% year-over-year during the quarter on an organic constant currency basis. This represented a decrease of 1% from the second quarter of 2019 on an organic constant currency basis. Talent Solutions includes our global market-leading RPO, MSP and Right Management offerings. Organic gross profit increased 27% in constant currency year-over-year. This represented an increase of 12% from the second quarter of 2019 on an organic constant currency basis. Our RPO business posted double-digit GP growth during the quarter on significant growth and hiring activity. Our MSP business, which has performed well for several quarters, continued to experience double-digit growth in gross profit in the quarter. Our Right Management business continues to see a runoff in outplacement activity as the recovery strengthens and experienced a reduction in gross profit of about 9% year-over-year. Our SG&A expense in the quarter was $690 million and represented a 10% increase on a reported basis from the prior year. Excluding goodwill and other impairment charges in the prior year, SG&A was 17% higher on a constant currency basis. This compares to an increase in gross profit of 40% in constant currency and reflects balanced investment, allowing for strong gross profit flow-through during the quarter. Operational costs increased by $96 million and net dispositions represented $1 million reduction. Currency changes reflected an increase of $42 million. SG&A expenses as a percentage of revenue represented 13.1% in the second quarter, representing ongoing improvement in our efficiency as revenue recovers. The Americas segment comprised 20% of consolidated revenue. Revenue in the quarter was $1 billion, an increase of 23% in constant currency. OUP was $56 million. Excluding impairment costs in the prior year, OUP increased 116% in constant currency and OUP margin increased 230 basis points to 5.4%. The U.S. is the largest country in the Americas segment, comprising 60% of segment revenues. Revenue in the U.S. was $629 million, representing 22% increase compared to the prior year. Adjusting for franchise acquisition in days, this represented a 21% increase. Excluding impairment charges in the prior year, OUP for our U.S. business increased 149% year-over-year to $38 million in the quarter. OUP margin was 6%. Within the U.S., the Manpower brand comprised 35% of gross profit during the quarter. Revenue for the Manpower brand in the U.S. increased 36% during the quarter. While the U.S. Manpower business continues to recover, we have noted softness in candidate supply during the second quarter and expect this to continue during the summer months. The Experis brand in the U.S. comprised 32% of gross profit in the quarter. Within Experis in the U.S., IT skills comprise approximately 80% of revenues. Experis U.S. revenues grew 5% during the quarter. We are encouraged by the current trends in our U.S. Experis business and anticipate continued improvement into the third quarter. Talent Solutions in the U.S. contributed 33% of gross profit and experienced revenue growth of 14% in the quarter. This was driven by RPO, which experienced dramatic revenue growth as hiring programs continued to strengthen. MSP business continued to perform well and experienced double-digit revenue growth in the quarter. In the third quarter, we expect ongoing underlying improvement in revenue growth for the U.S. in the range of 11% to 15% year-over-year. Comparing estimated third quarter revenues to precrisis levels in constant currency, this represented a 2% decline compared to 2019 levels in the third quarter using the midpoint of our guidance. Our Mexico operation experienced revenue growth of 6% in constant currency in the quarter. On April 23, the Mexican government passed labor legislation that will prohibit certain types of temporary staffing not considered specialized services beginning on July 23. As such, companies operating in Mexico will be prohibited from using temporary staffing for functions that are already deemed to be in-house core competencies of their workforce. We have been working with our clients as the market absorbs this legislation and anticipate that we will have a reduction in revenues in our Mexico business beginning in the third quarter as clients navigate through the legislation and shift their workforce strategies accordingly. Although this will result in revenue reductions over the next few quarters, we believe the mix shift toward more specialized staffing will improve the margin profile of our Mexican business. We also believe there may be additional revenue opportunities over time as clients adjust their workforce strategies. Although it is difficult to forecast based on how quickly the legislation is being enacted, we are currently estimating a revenue decrease for the Mexican business in the third quarter in the range of minus 28% to minus 32% in constant currency. Mexico represented 2.8% of our 2020 revenues. Revenue in Canada increased 22% in days-adjusted constant currency during the quarter. Revenue in the other countries within Americas increased 40% in constant currency. This was driven by significant constant currency revenue growth in Argentina, Colombia, Peru and Chile. Southern Europe revenue comprised 46% of consolidated revenue in the quarter. Revenue in Southern Europe came in at $2.4 billion, growing 51% in constant currency. This reflects ongoing improvement driven by France and Italy. OUP equaled $115 million and OUP margin was 4.8%. France revenue comprised 56% of the Southern Europe segment in the quarter and increased 67% in days-adjusted constant currency. Compared to the same period in 2019, France revenues were down 12%. Although restrictions had an impact on the rate of revenue improvement during the quarter, the French business continued to perform well in a challenging environment, and we expect ongoing improvement now that the majority of the restrictions have been lifted. OUP was $66 million in the quarter and OUP margin was 4.9%. As previously referenced, direct cost accrual adjustments, representing approximately $10 million, benefited France's results. As we begin the third quarter, we are estimating a year-over-year constant currency increase in revenues for France in the range of 12% to 16%. Comparing estimated third quarter revenues to precrisis levels in constant currency, this represents a 5% decline compared to 2019 levels in the third quarter using the midpoint of our guidance. Revenue in Italy equaled $469 million in the quarter, reflecting an increase of 57% in days-adjusted constant currency. Through the second quarter, revenues in Italy continued to exceed 2019 levels. OUP equaled $32 million and OUP margin was 6.8%. We estimate that Italy will continue to perform very well in the third quarter with year-over-year constant currency revenue growth in the range of 20% to 24%. Revenue in Spain increased 12% in days-adjusted constant currency from the prior year, and revenue in Switzerland increased 33% in days-adjusted constant currency. Our Northern Europe segment comprised 22% of consolidated revenue in the quarter. Revenue increased 23% in constant currency to $1.2 billion, driven by all major markets. OUP represented $18 million and OUP margin was 1.5%. Our largest market in the Northern Europe segment is the U.K., which represented 37% of segment revenues in the quarter. During the quarter, U.K. revenues grew 30% in days-adjusted constant currency, which included significant new business. The U.K. continued to perform above 2019 levels in the second quarter. We expect continued strong growth in the 34% to 38% constant currency range year-over-year in the third quarter. In Germany, revenues increased 9% in days-adjusted constant currency in the second quarter. Although Germany continues to be a difficult market for our industry, we expect to see ongoing revenue improvement in Germany in the third quarter. In the Nordics, revenues grew 17% in days-adjusted constant currency. Revenue in the Netherlands increased 9% in days-adjusted constant currency. Belgium experienced days-adjusted revenue growth of 24% in constant currency during the quarter. Revenue in other markets in Northern Europe grew 41% in constant currency in the quarter. This was driven by strong revenue growth in Poland, Russia and Ireland. The Asia Pacific Middle East segment comprises 12% of total company revenue. In the quarter, revenue grew 6% in constant currency to $620 million. OUP was $22 million and OUP margin was 3.6%. Revenue in Japan grew 10% in days-adjusted constant currency, which represents an improvement from the 6% growth rate in the first quarter. Our Japan business continues to lead the market in revenue growth, and we expect ongoing mid- to high single-digit revenue growth in the third quarter. Revenues in Australia were down 11% in days-adjusted constant currency. Revenue in other markets in Asia Pacific Middle East grew 9% in constant currency. I'll now turn to cash flow and balance sheet. During the first six months of the year, free cash flow equaled $171 million compared to $577 million in the prior year quarter, reflecting significant accounts receivable declines in the prior year period. At quarter-end, days sales outstanding decreased year-over-year by almost two days to 56 days. Capital expenditures represented $12 million during the quarter. During the second quarter, we purchased 432,000 shares of stock for $50 million. Our year-to-date purchases stand at 1.5 million shares of stock for $150 million. As of June 30, we have 1.9 million shares remaining for repurchase under the 6 million share program approved in August of 2019. Our balance sheet was strong at quarter-end with cash of $1.46 billion and total debt of $1.09 billion, resulting in a net cash position of $368 million. Our debt ratios at quarter-end reflect total gross debt to trailing 12 months adjusted EBITDA of 1.79 and total debt to total capitalization at 31%. Our debt and credit facilities did not change in the quarter. In addition, our revolving credit facility for $600 million remained unused. Next, I'll review our outlook for the third quarter of 2021. Our guidance continues to assume no material additional lockdowns or business restrictions impacting our clients in any of our largest markets beyond those that exist today. On that basis, we are forecasting earnings per share for the third quarter to be in the range of $1.86 to $1.94, which includes a favorable impact from foreign currency of $0.04 per share. Our constant currency revenue guidance growth range is between 12% and 16%. The midpoint of our constant currency guidance is 14%. A minor decrease in billing days in the third quarter and the slight impact of net dispositions impact the growth rate slightly, resulting in an outlook for organic days adjusted revenue growth of 15% at the midpoint. Adding the context of comparisons to precrisis activity levels, this would represent a third quarter organic constant currency range of 1% to 3% compared to 2019 revenues. We expect our operating profit margin during the third quarter to be up 50 basis points at the midpoint compared to the prior year. This reflects another quarter of continued strong sequential underlying improvement. We estimate the effective tax rate in the third quarter will be 33%. Based on our improved earnings mix, we are now estimating the full year effective tax rate will approximate 33%, a 1% improvement from our previous estimate of 34% provided last quarter. As usual, our guidance does not incorporate restructuring charges or additional share repurchases, and we estimate our weighted average shares will be 55.2 million. We continued to invest in technology and are making great progress on our acceleration plans to diversify, digitize and innovate. We've been recognized again for our award-winning RPO business within our Talent Solutions brand, scoring highly for our strong tech ecosystem, our consulting capabilities, data-driven solutions and business intelligence. This is the 11th year we have been named a global leader in RPO in the Everest Group PEAK Matrix Assessment. We've also just been named MSP leader for the eighth consecutive year by Everest, recognizing us at the top in market impact. They also recognized our global leadership and tech as well as our workforce strategies, data-driven approach and scope of solutions, including Right Management and our consulting capabilities. I congratulate our Talent Solutions colleagues for our leadership in the RPO and MSP space, which is an important component of our diversification strategy to grow higher-margin value business. We continue to rapidly execute our technology and web transformation. Our power suite tech stack is helping us to grow our competitive advantage as we shift to cloud platforms, improving our customer experience while streamlining our candidate management. Our approach ensures we're always current, able to plug in with the best tech and the capability to scale while turning our data into a key asset. We continue to move at speed. 19 market deployments have been completed and another 16 are in flight. We look forward to providing a further update on this at year-end. We're also making great progress in innovation. In June, we joined the biggest names in tech at the World Famous Viva Technology Conference in Paris. As the conference is only HR partners since its launch five years ago, this is a great opportunity for us to showcase our newest innovation and work with more than 30 HR start-ups on how we're using AI, machine learning and data-driven predictive performance tools, together with our human expertise to upskill people at speed and scale and match people to jobs with better accuracy and speed than either humans or machines could do on their own, building a better, brighter future of work across bold, disruptive ideas and collaboration across business, government and education. This is how we will create sustainable skills, resilient communities and greater prosperity for all. I'd now like to open the call for Q&A. ","manpowergroup sees q3 total revenue up 14% to 18%. manpowergroup in - sees q3 total revenue up 14%-18% - presentation. manpowergroup inc - sees q3 americas revenue up 9%-13% - presentation. manpowergroup inc - sees q3 northern europe revenue up 28%-32% - presentation. compname reports q2 earnings per share $2.02. sees q3 earnings per share $1.86 to $1.94. q2 earnings per share $2.02. q2 revenue $5.3 billion versus refinitiv ibes estimate of $5.14 billion. financial results in quarter were impacted by weaker u.s. dollar relative to foreign currencies compared to prior year period. " "After the market closed yesterday, we issued and posted several items on our websites, including our financial results, 10-K, quarterly operating supplements, and statutory financial statements for both MBIA Insurance Corporation and National Public Finance Guarantee Corporation. We also posted updates to the listings of our insurance portfolios. Regarding today's call, please note that anything said on the call is qualified by the information provided in the company's 10-K and other SEC filings as our company's definitive disclosures are incorporated in those documents. We urge investors to read our 10-K as it contains our most current disclosures about the company and its financial and operating results. The definitions and reconciliations of the non-GAAP terms included in our remarks today are also included in our 10-K as well as our financial results report and our quarterly operating supplements. Now, I'll read our safe harbor disclosure statement. Risk factors are detailed in our 10-K, which is available on our website at mbia.com. For our call today, Bill Fallon and Anthony McKiernan will provide some introductory comments and then a question-and-answer session will follow. Now, here is Bill Fallon. Remediating our Puerto Rico credits continues to be our main priority. During the 2019, we were able to resolve and then fully extinguish our Puerto Rico sales tax bond or COFINA exposure. Our COFINA exposure accounted for approximately one half of our total insured Puerto Rico debt service. As a result of the restructuring and the extinguishment of our COFINA exposure, along with claims payments that we have made on our other insured Puerto Rico exposure, our total insured debt service on Puerto Rico bonds has declined from $7.9 billion at year-end 2018 to $3.3 billion at the end of 2019. Our remaining Puerto Rico exposure is largely comprised of three Puerto Rico credits: the Commonwealth pre-2011 General Obligation PBA bonds; the Puerto Rico Electric Power Authority or PREPA; and the Puerto Rico Highways & Transportation Authority or HTA. At year-end 2019, our exposure to the General Obligation and PBA bonds was about $655 million of gross par or about $833 million of total debt service. Our PREPA exposure was just under $1 billion of gross par or $1.3 billion of total debt service. And our HTA exposure was about $600 million of gross par or $1 billion of total debt service. At this time, there is a restructuring support agreement for the PREPA bonds that has been approved by the Federal Oversight Management Board in over 90% of the PREPA creditors. The court hearing for the related 9019 motion is scheduled for June. Governor Vazquez and the Puerto Rico Legislature have stated publicly that they do not support the agreement. There is also a planned support agreement between the Oversight Board and a group of Commonwealth bondholders, representing approximately 54% of the par amount. We and the other monolines do not support the proposed agreement and neither does the Commonwealth government. As yet, there are no specific agreements related to the HTA debt. The GO plan of adjustment does include some proposed payments to the credit, such as HTA, that have callback rights against the Commonwealth but we believe that the amount allocated for these rights understates what HTA is entitled to. We'll pursue these rights through the court process. The other credit in National's insurance portfolio continue to perform in line with our expectations, and the outstanding par of the insured portfolio continues to reduce each quarter. National's insured portfolio declined to $49 billion of gross par outstanding, down $9 billion or 15% from year-end 2018. National's leverage ratio of gross par to statutory capital declined to 21 to one, down from 23 to one at year-end 2018. During the fourth quarter, National purchased 800,000 shares of MBIA common shares at an average price of $9.25 per share. common stock at an average price of $9.12 per share. Subsequent to year-end, through February 20, National purchased an additional 3 million shares at an average price of $9.18 per share. We continue to believe that repurchasing our shares at attractive prices is an effective way to increase long-term value for our shareholders. As of February 20, 2020, we had approximately $74 million remaining under our existing share repurchase authorization. Now, Anthony will cover the financial results. I will begin with the review of our fourth-quarter 2019 and full-year 2019 GAAP and non-GAAP results, then cover the holding company balance sheet, and lastly walk through our statutory results for National and MBIA Insurance Corp. The company reported a consolidated GAAP net loss of $243 million or a negative $3.21 per share for the quarter ended December 31, 2019, compared to a consolidated GAAP net loss of $7 million or negative $0.08 per share for the quarter ended December 31, 2018. The results for the quarter were driven by several factors: increased loss and loss adjustment expense at National related to its remaining Puerto Rico exposures, reflecting both views of the credits and the effect of higher discount rates on the present value of estimated future recoveries; increased loss and loss adjustment expense at MBIA Corp. , primarily due to a reduction in expected recoveries on claims paid on the Zohar CLOs; net investment losses due to the impairment of a legacy remediation municipal security, which was subsequently sold in January; fair value VIE loss related to the accelerated $66 million payoff of the remaining COFINA trust certificates, which also eliminated our remaining COFINA exposure. That fair value loss was equity neutral as losses were reclassified from other comprehensive income into earnings, and higher operating expenses due to legal expenses associated with National's litigation filed in 2019 against a number of investment banks that underwrote Puerto Rico debt. The tax expense for the quarter reflects the early adoption of a new tax accounting guidance, which removed the requirement to allocate taxes between earnings from continuing operations and other comprehensive income and which is equity neutral. Going forward, GAAP quarterly tax expense should be negligible, reflecting the full valuation allowance against our deferred tax asset. These negative earnings impacts were somewhat offset by higher gains on financial instruments at fair value due to higher interest rates benefiting the swaps associated with the GIC book of business and VIE gains due to an increase in our estimate for our RMBS putback recoveries from Credit Suisse. Also, in the fourth quarter of 2018, there were elevated realized losses related to the deconsolidation and termination of five second-lien RMBS VIEs. For the 12 months ended December 31, 2019, the company reported a consolidated GAAP net loss of $359 million or a negative $4.43 per share, compared to a consolidated GAAP net loss of $296 million or negative $3.33 per share for the year ended December 31, 2018. The results for the year were also driven by several factors: increased loss and loss adjustment expense at MBIA Corp. , primarily related to a reduction in expected Zohar recoveries and increased first lien RMBS losses; lower premium earnings due to the continued reduction of the insured portfolio; the previously mentioned muni legacy credit net investment losses and higher operating expenses. These negative impacts were somewhat offset by higher gains on financial instruments at fair value due to the sales of uninsured PREPA and new COFINA bonds during the year, net mark-to-market gains on insured derivatives, and higher total VIE gains related to the consolidated COFINA trusts, higher estimated Credit Suisse RMBS recoveries and elevated realized losses for 2018 due to the deconsolidation and termination of second lien RMBS VIEs. The company's adjusted net loss, a non-GAAP measure, was $95 million or negative $1.25 per share for the fourth quarter of 2019, compared with adjusted net income of $106 million or $1.20 per share for the fourth quarter of 2018. The unfavorable change was primarily due to the loss and loss adjustment expense at National in Q4 2019 compared to a loss and loss adjustment expense benefit in Q4 2018, which were both related primarily to National's insured Puerto Rico exposures. For the year ended December 31, 2019, the company's adjusted net loss was $17 million or negative $0.21 per share, compared with an adjusted net loss of $38 million or negative $0.42 per share for the year ended December 31, 2018. The favorable change for the year was primarily due to the lower loss and loss adjustment expense at National in 2019. Book value per share decreased to $10.40 as of December 31, 2019 versus $12.46 as of December 31, 2018, primarily due to the net loss for the year, partially offset by unrealized gains on investments and 10 million fewer net shares outstanding due to share repurchases. I will now spend a few minutes on the corporate segment balance sheet and the insurance companies. The corporate segment, which primarily includes the activity of the holding company, MBIA Inc., had total assets of approximately $1 billion as of December 31, 2019. Within this total are the following material items: unencumbered cash and liquid assets held by MBIA Inc. totaled $375 million as of year-end 2019 versus $457 million at December 31, 2018. The decrease year-over-year was primarily due to the voluntary call at par in August of $150 million of MBIA Inc.'s 6.4% notes due in 2022. In the fourth quarter of 2019, MBIA Inc. received as-of-right dividends from National totaling $134 million, with $110 million paid in October and another $24 million paid in November. The additional $24 million resulted from excess as-of-right dividend capacity under regulatory guidelines, measuring a three-year look back of dividends paid versus investment income. Due to the November 5th filing of our Q3 2019 financials versus the three-year look back start date of November 8, 2016, we were able to dividend an additional quarter of investment income. We do not expect this scenario to recur for the foreseeable future and the 2020 as-of-right dividend will now be paid in November. There were approximately $490 million of assets at market value pledged to the GICs and the interest rate swaps supporting the GIC book. And as of December 31, 2019, there were $61 million of cumulative front contributions remaining in the tax escrow account, which represented National's 2018 and year-to-date 2019 tax payments. In January of 2020, due to a full-year 2019 tax loss at National, MBIA Inc. returned National's 2019 tax deposits of $7 million and $26 million of National's 2018 tax year deposits. Following the returns, $28 million remained in the tax escrow account. The holding company is not expected to receive meaningful liquidity from any future distributions. Turning to the insurance company's statutory results, National reported statutory net income of $4 million for the fourth quarter of 2019, compared to net income of $9 million for the prior year's comparable quarter. The unfavorable result was primarily due to higher loss in LAE, somewhat offset by a tax benefit generated in December of 2019 when National elected to prepay our remaining insurance obligation with respect to our COFINA exposure in the amount of $66 million, thus reducing the trust obligations to 0. In fiscal year 2019, in addition to the prepayment of our COFINA exposure, National paid $393 million of Puerto Rico-related insurance claims on a gross basis related to the January and July scheduled debt service payments. In January of 2020, National paid $59 million in gross Puerto Rico-related claims, which brings inception-to-date gross claims to $1.2 billion. As of December 31, 2019, National's total fixed income investment portfolio, including cash and cash equivalents, had a book adjusted carrying value of $2.5 billion. Statutory capital was $2.4 billion and claims paying resources totaled $3.5 billion. Insured gross par outstanding reduced by $2.3 billion during the quarter, and now stands at $48.9 billion. Turning to MBIA Insurance Corp. , the statutory net loss was $73 million for the fourth quarter of 2019, compared to statutory net income of $13 million for the fourth quarter of 2018. The unfavorable result was primarily due to higher loss in LAE related to the Zohar credits in the current-year quarter. As of December 31, 2019, the statutory capital of MBIA Insurance Corp. was $476 million versus $555 million as of December 31, 2018. Claims paying resources totaled $1.2 billion and cash and liquid assets totaled $124 million. 's insured gross par outstanding was $10 billion at year-end 2019. ","compname reports qtrly loss per share $3.21. mbia inc qtrly loss per share $3.21. mbia inc - book value per share was $10.40 as of december 31, 2019 compared with $12.46 as of december 31, 2018. mbia inc qtrly adjusted net loss $1.25 per share. mbia inc - as of december 31, 2019, mbia inc.’s liquidity position totaled $375 million. mbia inc qtrly premiums earned (net of ceded premiums of $1, $1, $5 and $5) $20 million versus $24 million. " "At this time, all participants are in a listen-only mode. Please note that this conference is being recorded and will be available for replay. For information on how to access the replay, please visit our website at mdcholdings.com. These and other factors that could impact the company's actual performance are set forth in the company's first quarter 2021 Form 10-Q, which is expected to be filed with the SEC today. It should also be noted that SEC Regulation G requires that certain information accompany the use of non-GAAP financial measures. MDC Holdings delivered another quarter of strong profitability in the first quarter of 2021 generating net income of $111 million or $1.51 per diluted share. Our teams did an excellent job executing in their respective markets, leading to double-digit year-over-year increase in closings, orders and quarter-end backlog for our company. We also expanded our home sales gross margins by 200 basis points and improved our SG&A leverage by 180 basis points. These results are a testament to the favorable housing fundamentals that exist today as well as the strategic focus of our company, which targets the more affordable segment of the market and adheres to a build-to-order operational model. We ended the quarter with 7,686 homes in backlog, a 65% increase over the first quarter of 2020. On a dollar value basis, our backlog stood at $3.9 billion and represents the highest quarter end backlog value in our company's history. This gives us great visibility into our closings for the remainder of the year and allows us to focus more on our efforts to maximize profitability with our existing sales efforts. The demand for new homes during the quarter remained strong and continued to be broad-based in nature as we witness positive trends across the number of markets and price points. Our unit orders increased 34% year-over-year, mainly due to the acceleration in orders per community, which averaged 5.6 per month in the quarter. This figure could have been even higher were not for our efforts to balance orders and pricing to best manage our backlog. We continue to see particular strength at our more affordably priced communities as homebuyers from all demographic segments look for alternatives to the lack of availability in the high cost of existing homes in most markets. This has been a focus for ours for the last several years and the response has been incredible. Today's homebuyers are looking to get more out of their homes than ever before. They want something that is tailored to suit their needs, whether it be a home office, a place to exercise or an entertainment venue. Our home offerings are intended to cater to the desire for personalization and our home galleries provide even more options for our buyers. We believe this approach leads to a higher customer satisfaction and better results for our company over time. Another benefit to our build-to-order model is that it's more consistent and stable to run the business. Building out speculative inventory can be lucrative during periods of heightened demand, but it can also be a result in a glut of completed homes and a lack of pricing power when the market turns. We feel a more prudent strategy is to start the build process once the contract is in hand. This is part of our ongoing strategy to be a builder that operates through housing cycles rather than is consistently chasing market then. Another way in which we operate in housing cycles is by maintaining a strong balance sheet. Our total availability liquidity at the end of the first quarter was over $1.9 billion, with cash and cash equivalents representing over $750 million of that figure. Our debt-to-capital ratio was 38.6% and our net debt-to-capital ratio was 22.3%. Recently, S&P, a global rating, recognized this financial strength as well as our consistent operational performance by upgrading our credit rating to investment-grade. Having access to low cost capital is a key ingredient for success in our industry. And the fact that we are one of the few builders with an investment-grade rating is a competitive advantage. Our strong balance sheet also gives us the ability to pay out an industry-leading quarterly dividend of $0.40 per share, which is up 31% from the first quarter of last year. Returning capital to shareholders via dividends has been a hallmark for our company for years now and we believe it is a great way to attract and reward long-term shareholders. We ended the first quarter with the largest backlog on a dollar value basis in our company's history, giving us great visibility into the remainder of the year and supporting our decision to make significant investments in land that will serve as a foundation for the growth in the coming years. We delivered another quarter of strong profitability generating net income of $111 million or $1.51 per diluted share. This represented a 201% increase from the first quarter of 2020. Home sale revenues grew 49% year-over-year to over $1 billion, while homebuilding operating margin improved by 380 basis points from the prior-year quarter. The growth in home sale revenues and margin expansion resulted in a 129% increase in pre-tax income from our homebuilding operations to $113.5 million. In addition, our financial services pre-tax income increased to $30.8 million compared to a loss of $1.1 million in the first quarter of 2020. The increase was driven by our mortgage business, which continues to benefit from the increased volume generated by our homebuilding operations. Our mortgage business further benefited from a year-over-year improvement in capture rate and profit margin on loans originated. Additionally, our financial services pre-tax income in the first quarter of 2020 was negatively impacted by $13.9 million of unrealized losses on equity securities, whereas no such loss was incurred in the first quarter of 2021. Our tax rate decreased from 24.3% to 23.3% for the 2021 first quarter. The decrease in rate was primarily due to an increase in the estimated amount of energy tax credits to be recognized during the year. For the remainder of the year, we currently estimate an effective tax rate of 24%, excluding any discrete items and not accounting for any potential changes in tax rates or policy. Homes delivered increased 41% year-over-year to 2,178, driven by an increase in the number of homes we had in backlog to start the quarter. This was slightly below our previously estimated range of 2,200 to 2,400 closings. From a construction standpoint, we completed enough homes to reach the top end of our range. However, with cycle times extending by about two weeks from the fourth quarter, we had an unusually high volume of closings for the final week of March that caused a delay in the timing of certain pre-closing activities. As a result, we moved some of our expected first quarter closings into the month of April. In spite of these minor delays, we remain confident in reaching our full-year target range for closings of between 10,000 and 11,000 units. For the second quarter, we are anticipating home deliveries to reach between 2,500 and 2,700 units. We continue to see lower backlog conversions year-over-year as a result of considerable year-over-year increases in net orders and, to a lesser extent, increased cycle times. We believe that cycle times could increase further due to longer lead times for various building products and high demand for labor required to build homes. The average selling price of homes delivered during the quarter increased 6% to about $478,000. This increase was the result of price increases implemented across the majority of our communities over the past 12 months as well as a shift in the mix of homes closed from Arizona and Florida to Southern California and the Mid-Atlantic. We expect the average selling price for our 2021 second quarter unit deliveries to approximate $500,000. Gross margin from home sales improved by 200 basis points year-over-year to 21.9%. We experienced improved gross margin from home sales across each of our segments on build-to-order and spec home deliveries, driven by price increases implemented across nearly all of our communities over the past 12 months. Gross margin from home sales also benefited from a 40-basis-point improvement in our capitalized interest in cost of sales as a percentage of the home sale revenues, which is a great example of how our business continues to benefit from increasing scale. We continue to closely monitor building costs, which have increased as a result of the pandemic. However, we have been successful to this point in offsetting most of these increased costs through home price increases. Gross margin from home sales for the 2021 second quarter is expected to be approximately 22.5%, assuming no impairments or warranty adjustments. We continued to benefit from improved operating leverage during the first quarter as our SG&A expense as a percentage of home sale revenues decreased 180 basis points year-over-year to 11%. General and administrative expenses increased $12.1 million due to increases in compensation-related expenses, including higher average headcount during the quarter. For each of the remaining quarters of 2021, we currently estimate that our general and administrative expense to be at or above the $57 million we just recognized during the first quarter. Marketing expenses increased $4.3 million due to variable marketing costs such as deferred selling amortization and master marketing fees as well as increased online advertising costs. Our commission expenses as a percentage of home sale revenues decreased 20 basis points as we have taken steps to control these costs during this period of strong demand for new housing. As previously mentioned, our homebuilding operating margin, defined as gross margin from home sales, minus our SG&A rate, grew by 380 basis points year-over-year to 10.9%. On the strength of this improvement, as well as the success of our mortgage operations, our last 12 months pre-tax return on equity increased by more than 1,000 basis points year-over-year to 27.6%. Let's look at our net new home order information for the quarter on Slide 9. The dollar value of our net orders increased 50% year-over-year to $1.64 billion and unit net orders increased by 34%, driven by a 30% increase in our monthly absorption rate to 5.6. As David mentioned, demand continued to be broad based in nature with particular strength at our more affordably priced communities. Also, as previously noted, our net new home orders for the first quarter could have been even higher were it not for our efforts to balance orders and pricing to best manage our backlog. The average selling price of our net orders increased by 12% year-over-year, driven by price increases implemented over the past 12 months as well as decreased sales incentives. We ended the quarter with 186 active subdivisions and expect this number to remain relatively consistent throughout the second quarter before seeing growth in our active subdivision count during the second half of the year. The average selling price of homes in backlog increased 9% due to price increases implemented over the past 12 months, decreased incentives and a shift in mix to California. These factors were slightly offset by a shift in mix to lower-priced communities, consistent with our ongoing strategy of offering more affordable home plans. I will turn now to land activity on Slide 11. We approved 4,347 lots for acquisition during the quarter, a 108% increase from the prior-year, reflecting our confidence in market conditions and our focus on continued growth. We acquired 3,231 lots during the quarter across 60 subdivisions, which is a 90% increase from the prior year. This included the acquisition of our first lots within our newly formed division in the Boise market. Land acquisition and development spend for the quarter totaled $358.7 million. As a result of our recent land acquisition and lot approval activity, our total lot supply to end the quarter exceeded 32,000 lots, representing an 18% increase from the prior-year. We believe that this lot supply, combined with continued lot approval and acquisition activity, provides us with a solid platform to meet our growth targets. In summary, we are pleased with our start to 2021 and believe that housing backdrop remains favorable as we look forward to the rest of the year. We are mindful that there are many risks to achieving our goals for 2021. With that said, we are confident that our talented employees across the country will continue to be successful in mitigating these risks as we work to execute our strategic plan. With respect to the pandemic, we are encouraged by the increase in vaccinations occurring in the United States and other parts of the world. However, we are keenly aware that much uncertainty remains. As such, we remain firmly committed to ongoing safety protocols that keep our customers, subcontractors and employees safe. ","q1 earnings per share $1.51. qtrly home sale revenues grew 49% year-over-year on a 41% increase in closings and 6% rise in average selling prices. qtrly home sale revenues increased 49% to $1.04 billion from $697.1 million. sees home deliveries for 2021 q2 between 2,500 and 2,700. sees average selling price for 2021 q2 unit deliveries of approximately $500,000. sees full year 2021 home deliveries between 10,000 and 11,000. " "[Operator Instructions] For information on how to access the replay, please visit our website at mdcholdings.com. These and other factors that could impact the company's actual performance are set forth in the company's second quarter 2020 Form 10-Q, which is expected to be filed with the SEC today. It should also be noted that SEC Regulation G requires that certain information accompany the use of non-GAAP financial measures. The combination of low interest rates, constrained existing home supply and a heightened interest in single-family home ownership has resulted in a very favorable environment for our industry. Following a steep decline, marked by slower traffic and increased cancellations at the outset of the pandemic, we began to see order activity return to pre-COVID levels in May. This momentum continued into June, with net orders eclipsing last year's June totals by 53%. For the quarter, net orders were up 5%, given the uncertainties and sales obstacles we faced at the end of the first quarter. The strong demand trends we experienced in the quarter were broad based, both from a buyer segment and a geographic standpoint. The strongest part of the market continues to be at the more affordable price points, which has been a strategic focus of ours for some time now. We're seeing an increased number of millennials who are entering their prime home-buying years, and this trend has only been accelerated by the pandemic. The new home industry is also benefiting from market share gains versus the existing home market, as the combination of low existing supply and the increased preference for new construction has served as tailwinds. Another driver of our order success has been our continued focus on a build-to-order model. Even with a heightened sense of urgency to own a home, many homebuyers continue to prefer the flexibility of personalization that comes in a home built with their preferred finishes and selections. We believe this is especially true for our core buyer demographic, who are looking not only for value but also a home that fits their needs. The benefits of this strategy for MDC are that it allows for higher-margin revenues from our home galleries, reduced volatility in our results and proves a competitive advantage relative to spec-focused builders. Our build-to-order operating model is also limits the need to use price discounts or heavy incentives. In fact, in most markets, we have been actively raising prices and scaling back incentives due to the strong demand we've experienced. Our homebuilding gross margin in the quarter increased to 20%, reflecting this pricing discipline. In addition to maintaining price discipline, with respect to our homes, we also exercised cost discipline across our organization during the quarter, leading to a 90 basis points year-over-year improvement in our SG&A ratio. This improvement can be attributed to the higher revenue we generated in the quarter, as well as certain cost reduction measures taken during this period of uncertainty. In summary, I'm very pleased with our results this quarter, particularly in light of all that has transpired over the last four months. Order activity improved as the quarter progressed, and we posted significant increases to both revenues and profits relative to last year. Given these favorable market conditions, we are now targeting 8,000 home deliveries for the 2020 full year. In addition, we ended the current quarter in great financial shape, giving us the financial flexibility to continue to invest in our business and pay the industry-leading dividend. The current pandemic has far-reaching impact on how we live and work. And I could not be more impressed on how our team members have adopted to and excelled in this new environment. I am truly appreciative of all of their efforts. Now I'd like to turn over to Bob Martin for more detail on the results of this quarter. As you can tell from Larry's comments, we were pleased with our performance during the second quarter as the initial shock of the pandemic in March and April gave way to a renewed consumer interest in homeownership in May and June. The combination of our diverse selection of affordable homes, combined with our increasingly distinct build-to-order business model, has proven to resonate with homebuyers. Before getting into more detail on current market conditions and order trends experienced during the quarter, I would like to provide some commentary on what was ultimately a very resilient second quarter. Net income increased 55% to $84.4 million or $1.31 per diluted share for the second quarter of 2020. Both our homebuilding and financial services businesses contributed to these year-over-year improvements as pre-tax income from our homebuilding operations increased $23.3 million or 38%, and our financial services pre-tax income increased $14 million or 110%. The increase in homebuilding pre-tax income was the result of a 21% increase in home sale revenues and a 160 basis point improvement to our homebuilding operating margins. The increase in financial services pre-tax income was due to our mortgage business, which experienced higher interest rate lock volume, an increased capture rate and increased net interest income on loans originated during the quarter. Our tax rate decreased from 26.6% to 24.4% for the 2020 second quarter. The decrease in rate was primarily the result of a windfall benefit on equity awards as well as energy tax credits related to homes closed during the quarter. For the third and fourth quarters, we currently estimate a 25% tax rate, excluding any discrete items. Homes delivered increased 25% year-over-year to 1,900, driven by an increase in the number of homes we had in backlog to start the quarter. The increase was slightly offset by a decrease in our backlog conversion rates due to construction delays in certain markets as a result of the pandemic. The increase in units delivered was slightly offset by a 4% decrease in our average selling price to about $467,000. This decrease was in line with our strategic focus on affordability as a percentage of our deliveries for more affordable product collections rose to 54% for the second quarter of 2020 versus 44% for the same period a year ago. We are anticipating home deliveries for the third quarter of 2020 to be between 1,902 and 2,100. Backlog conversion for the third quarter may be slightly lower than the third quarter of 2019 as a result of the significant increase in June orders compared to the prior year, which we are unlikely to deliver in the third quarter. For the full year, we are estimating to deliver between 7,700 and 8,000 homes. As previously mentioned, our gross margin from home sales improved by 70 basis points year-over-year to 20.2%. Gross margins increased on both build-to-order and speculative home deliveries, driven by price increases implemented across the majority of our communities over the past 12 months. It should be noted that during the second quarter of both 2020 and 2019, we recorded decreases to our warranty accrual, which positively impacted gross margins by 20 basis points in each period. Gross margin from home sales for the 2020 third quarter is expected to again approximate 20%, excluding impairments and warranty adjustments, consistent with the 2020 second quarter. We demonstrated solid operating leverage for the quarter as our SG&A expense as a percentage of home sale revenues decreased 90 basis points year-over-year to 10.4%. Our total dollar SG&A expense for the 2020 second quarter was up $9.6 million year-over-year, mostly due to variable selling and marketing expenses that increased in line with the 21% increase in home sale revenues during the period. Our general and administrative expense was up only modestly for the second quarter as increases in stock-based compensation and bonus expense, driven by strong operating results during the quarter, were partially offset by cost reduction measures implemented at the outset of the pandemic. For the third and fourth quarter of 2020, we may see a significant increase to our general and administrative expense relative to the $40.4 million expense we just recognized in the second quarter. This would be, in large part, related to an increase in stock-based compensation expense for performance share units, if market conditions and our performance remain strong. We saw this type of increase in 2019 from the second to the third quarter based upon a significant acceleration in net order activity. We may also see salaries and other compensation-related expenses rise based on additional headcount that may be necessary to facilitate growth. The dollar value of our net orders increased 8% year-over-year to $1 billion. Unit net orders increased by 5%, driven by a 2% increase in our monthly absorption rate to 4.2%, and a 2% year-over-year increase in average active subdivisions. The average selling price of our net orders increased by 3% year-over-year, driven by price increases implemented over the past 12 months as well as a shift in mix to California, which has our highest average price. On the next slide, we've provided some detailed information on the monthly pace of sales and cancellations during the second quarter. As Larry noted earlier, we experienced a sharp rebound in order activity during the latter part of the second quarter, culminating with June net new home orders increasing 53% year-over-year. We also saw the rate of cancellations decrease as the quarter progressed. Some of the improvement is likely the result of pent-up demand after stay-at-home orders kept many buyers away from our communities. However, other favorable demand drivers, such as low interest rates and constrained existing home supply, have played an equally important role. We believe that these factors, combined with the recent migration away from expensive high-density urban areas, will continue to provide a tailwind for demand as we head into the second half of the year. To that end, our third quarter sales have already started strong. Based on the activity we've seen to date, we expect our July 2020 net orders to exceed our July 2019 orders by at least 50%. We ended the quarter with an estimated sales value for our homes in backlog of $2.4 billion, which was up 23% year-over-year. The average selling price of homes in backlog increased 3% due to price increases implemented over the past 12 months, decreased incentives and a shift in mix to California. These factors were slightly offset by a shift in mix to lower-priced communities, consistent with our ongoing strategy of offering more affordable home plans. With the uncertainty created by COVID-19, especially during the first half of the quarter, we approved only 1,244 lots for purchase during the second quarter of 2020. This was a significant drop from each of the past four quarters. However, even with the drop in lot approvals, our lot supply to end the quarter was 6% higher than at the same point in 2019. Additionally, given the strong demand that we have seen in recent months, we have significantly accelerated our lot approval activity to start the third quarter. We recognize that there are many uncertainties with regard to the pandemic and its ultimate impact on the U.S. economy, which have the potential to cause future disruption to our industry. However, we believe that our strong balance sheet is built to counter such disruptions, if they do occur. That said, we believe that MDC is well positioned for strong results in the second half of 2020, given an improved backlog, favorable industry trends and a strong strategic positioning. Our build-to-order business model will remain a key fixture for our value proposition, providing a competitive advantage with homebuyers looking for a quality home, personalized to their unique preferences. Most importantly, we remain committed to the safety of our employees, customers and subcontractors as we work to provide much-needed housing supply to families in the markets we serve. ","compname announces q2 earnings per share $1.31. q2 earnings per share $1.31. qtrly home sale revenues increased 21% to $886.8 million. qtrly average selling price of deliveries down 4% to $466,700. qtrly dollar value of net new orders increased 8% to $1.04 billion. sees home deliveries for 2020 q3 between 1,900 and 2,100. sees full year 2020 home deliveries between 7,700 and 8,000. qtrly dollar value of ending backlog up 23% to $2.37 billion. " "I'm Ryan Weispfenning, Vice President and Head of Medtronic Investor Relations. Joining me are Geoff Martha, Medtronic's, Chairman and Chief Executive Officer; and Karen Parkhill, Medtronic's Chief Financial Officer. Geoff and Karen will provide comments on the results of our second quarter, which ended on October 29th, 2021, and our outlook for the remainder of the fiscal year. Today's event should last about an hour. Unless we say otherwise, all comparisons are on a year-over-year basis and revenue comparisons are made on an organic basis. Second quarter organic revenue comparisons adjust only for foreign currency, as there were no acquisitions or divestitures made in the last four quarters that had a significant impact on total Company or individual segment quarterly revenue growth. References to sequential revenue changes compared to the first quarter of fiscal '22 and are made on an as reported basis. And all references to share gains or losses refer to revenue share in the third calendar quarter of 2021 compared to the third calendar quarter of 2020 unless otherwise stated. And finally, our earnings per share guidance does not include any charges or gains that would be reported as non-GAAP adjustments to earnings during the fiscal year. With that, let's head into the studio and get started. Obviously, our end markets were impacted by the COVID-19 resurgence and the healthcare system staffing shortages, particularly in the US, which affected our quarterly revenue growth. Procedure volumes were lighter than expected in markets, where our technology is used in more deferrable procedures like our spine business or those that require ICU bed capacity like TAVR. Yet in markets, where procedures are less deferrable like pacing, we experienced stronger growth. While the US market was a headwind, many of our international markets were much stronger. We delivered 6% revenue growth outside the US, including mid teens growth in emerging markets. And our emerging market growth is up 9% versus pre-pandemic levels in Q2 fiscal '20. In the midst of these market headwinds, we focused on managing what was in our control and executed to advance our pipeline, launched new products and win share. And when you look at our sequential revenue performance, our 2% decline was slightly better than most of our large cap medtech competitors. While the pace of the recovery from pandemic headwinds is hard to predict, our markets will recover, and as that happens, Medtronic is one of the best-positioned companies in healthcare. The underlying health of our business is strong,and it's getting stronger. We have an expansive pipeline of leading technology, a robust balance sheet and an expanding roster of proven top talent. Coupled with our revitalized operating model and new competitive mindset, we remain poised to accelerate and sustain growth. As I've done in prior quarters, let's start with a look at our market share performance. Year-over-year market share is an important metric that our teams are evaluated against in their annual incentive plans, along with revenue growth, profit and free cash flow. And right now, the majority of our businesses are winning share, driven by our innovation and increased competitiveness. And this is exactly the sort of market share performance that gives us confidence in the deep strength of our businesses. And to avoid any confusion about how we're performing when we talk about our share dynamics, we'll refer to revenue share in the third calendar quarter to keep it directly comparable to our competition. Share momentum in our three largest businesses continued. In the Cardiac Rhythm Management business, we extended category leadership, adding over a point of share year-over-year, driven by our differentiated Micra family of pacemakers, Cobalt and Crome high power devices and our TYRX antibacterial envelopes. In surgical innovations, we outperform competition with strong performances in endo stapling and sutures, and our Signia powered stapling system, and Tri-Staple technology continues to see great market adoption. In Cranial & Spinal Technologies, we're winning share and launching new spine implants that enhance the overall value of our ecosystem of preoperative planning software, imaging, navigation and robotic systems, and powered surgical instruments, which is transforming care in spine surgery. Our new implants also go directly at the competition. Starting this past quarter with our Catalyft expandable interbodies to specifically attract Globus users. In addition to our three largest, a broad array of our other businesses have increased their competitiveness, are launching new products and winning share in their end markets. So for example in patient monitoring, we're winning share with our Nellcor pulse oximetry sensors and our monitors. In respiratory interventions, we picked up four points of share in premium ventilation, due to our ability to respond quickly to spikes in demand from COVID resurgence. And in neuromodulation, we won share across our product lines, including pain stim and DBS, as we continue to launch new products. In pain stim despite the sequential slowdown in the market, we're gaining share with our Intellis with DTM technology and our Vanta recharge-free system. In DBS, we had a very strong quarter, winning over six points of share. We're executing on the launch of our Percept neurostimulator with brain sense technology paired with our SenSight Directional Lead, and we continue to be the only company with sensing capabilities. Since launching SenSight in the US earlier this fiscal year, we surged ahead of the competition in new implant share. Sensing has redefined what it takes to compete in DBS. Our competitors don't have it, and as a result, we're expecting a long runway of share gains, as we build upon our category leadership. Now, while the majority of our businesses are winning share, we do have a few businesses that are flat or losing share, and we're focusing our efforts and our investments to grow above the market. In cardiac diagnostics, we're focused on improving supply to reverse share declines, and we're investing in new indications and novel AI detection algorithms to expand the market and drive growth. In cardiac ablation solutions, we expect to win share, as we expand the rollout of our DiamondTemp RF Ablation System and drive awareness and adoption of our Arctic Front Advance Pro cryoablation, as a first line treatment for paroxysmal AF. In diabetes, while we lost share again this quarter, we remain pleased with the momentum we're building outside the US, not only with the 780G insulin pumps, but also with the positive customers' feedback we've heard on our extended infusion set and fingerstick free Guardian Sensor 4. And we expect our US results to turnaround, as we launch these new products. Next, let's turn to our product pipeline. I've already talked about the impact, our strong flow of new products is having in the market. We've launched over 180 products in the US, Western Europe, Japan, and China in the last 12 months. At the same time, we continue to advance new technologies that are in development. We're heavily investing in this pipeline with a targeted R&D spend of over $2.7 billion this fiscal year, which is an increase of over 10%, the largest dollar increase in our history. We're expecting these investments to create new markets, disrupt existing ones and accelerate the growth profile of Medtronic. Let's start with our Symplicity Renal Denervation procedure for hypertension. While we weren't able to end our ON MED study early, we remain confident in our program, in our ability to serve the millions of patients, who make up this multi-billion dollar opportunity. As a reminder, our previous three sham-controlled simplicity studies, all reached statistical significance, including the pivotal OFF MED study. And the ON MED study remains powered to detect a statistically significant and clinically relevant benefit at the final analysis. We expect that ON MED follow-up will complete in the second half of next calendar year, and then, we'll submit the PMA to the US FDA for approval. When we think about renal denervation, let's start with the patients, who have indicated that they want options like the simplicity blood pressure-lowering procedure to treat their hypertension, as confirmed by our patient preference study presented earlier this month at TCT. We believe demand will be high and we continue to expect this to be a massive opportunity that we will lead. Another opportunity for Medtronic is surgical robotics, where we are entering the soft tissue robotics market, as a second meaningful player. We achieved a major milestone when we received CE Mark for Hugo last month, and we also completed our first procedures with Hugo in our Asia-Pacific region at Apollo Hospitals in India. The first surgeons to use Hugo in the clinical setting have told us they believe Hugo addresses the cost and utilization barriers that have held back the growth of robotic surgery. Look, demand is high, and we're building a long list of hospitals that want to join our partners and possibility program and be among the first in the world to use Hugo and participate in our global registry, which will collect clinical data to support regulatory submissions around the world. Our robotic program is making progress toward a broader launch, and we remain well-positioned in this critical field relative to every other potential new entrant. As we prepare for this broader launch, we're working hard to ensure an outstanding customer experience. We're also focused on optimizing our supply chain, manufacturing and logistics to prepare for scaling this business. We're making steady progress on these activities, but not at the pace that we had originally planned. And as a result sales this fiscal year are likely to come in below our $50 million to $100 million target. Now, that said, we still expect double digit millions in sales this fiscal year, and we continue to expect a strong ramp in FY '23. We're off schedule, but we're not off track. And while we're disappointed in the revenue push out for this important program, we're confident that we have line of sight to the solutions we need to be successful and to optimize the customer experience. Demand remains high, surgeons continue to do cases, our order pipeline continues to build, and we're looking forward to starting our US IDE soon. We remain confident in the success of this program, and we believe that we're poised to meaningfully expand the soft tissue robotic market and drive growth for years to come. In Cardiac Rhythm, we just launched our Micra AV leadless pacemaker in Japan earlier this month. We also completed the US pivotal study enrollment for our EV ICD, which follows our CE Mark submission in Q1. Just as we disrupted the pacing market with Micra, we intend to do the same in the implantable defibrillator space with our EV ICD. Our device can both pace and shock without any leads inside the heart and veins, and it does this in a single device that is the same size, as a traditional ICD. In structural heart, we're starting the limited US launch of our next-gen TAVR system, the Evolut FX this month with a full market launch planned for fiscal Q4. Evolut FX enhances ease of use with improvements and deliverability, implant visibility and deployment stability. We're also making progress on our transcatheter mitral program. At TCT earlier this month, we presented very encouraging early data of our transfemoral delivery system for our intrepid mitral valve, and we will be rolling that system into our APOLLO pivotal trial. In diabetes, our MiniMed 780G insulin pump combined with our Guardian 4 sensor continue to be under active review with the FDA. When approved and launched in the US, we expect the 780G system to drive growth, as it will be highly differentiated and further address the burden of daily diabetes management. And for the first time ever, is helping hard to manage pediatric and adolescent patients achieve outcomes mirroring well-controlled adults. The user experience has also improved markedly, and these outstanding results were achieved with our 780G paired with our Guardian 3 sensor. So we expect the experience will be even stronger with Guardian 4. And the value of our offering will be further enhanced when we bring our Synergy sensor, which is now called Simplera [Phonetic] to market. It's easier to apply and half the size of Guardian 4, and we expect to submit it to FDA later this fiscal year. In pelvic health, we're awaiting FDA approval for our next-gen InterStim recharge-free device, which we expect in the first half of next calendar year. With its best-in-class battery, constant current, and full-body MRI compatibility at both 1.5 and 3 Tesla, we expect this device will extend our category leadership in this space. In neuromodulation, we recently submitted our ECAPs closed-loop spinal cord stimulator to the FDA. We're calling this device Inceptiv SCS, and we expect it to revolutionize SCS with closed-loop therapy to optimize pain relief for patients. We also continue to make progress on expanding indications for SCS into non-surgical refractory back pain, painful diabetic neuropathy and upper limb and neck chronic pain. Finally in DBS, we continue to enroll patients in our ADAPT-PD trial studying our closed-loop adaptive DBS therapy in patients with Parkinson's. We're expecting enrollment in the trial to complete later this fiscal year. Medtronic is advancing a pipeline of meaningful innovation that we believe will not only enhance our competitiveness, but will accelerate our total Company growth going forward. Our second quarter organic revenue increased 2%, reflecting the market impact of COVID and health system staffing shortages on procedure volumes, primarily in the United States. Despite the softer end markets, our team executed to deliver strong margin improvement and earnings growth. In fact, our adjusted earnings per share increased 29% significant growth, reflecting the pandemic impact last year, and our adjusted earnings per share was $0.03 better than consensus with $0.02 from stronger operating profit and a penny [Phonetic] from a lower than expected tax rate. Our second quarter revenue growth came in lower than we were expecting back in August. We did see improving trends in our average daily sales each month of the quarter, as COVID hospitalizations declined. That said, the bounce back in the US wasn't as fast as we had expected or had seen in prior waves. We've recognized many of our customers are dealing with staffing shortages on top of increased COVID patients, and we believe that had an increasing effect on procedure volume. Looking down our P&L, we had strong year-over-year improvement in our margins, 360 basis points on gross margin, as we continue to recover from the significant impacts from COVID last year and 470 basis points on operating margin, given savings from our simplification program tied to our operating model. Converting our earnings into strong free cash flow continues to be a priority. Our year-to-date free cash flow was $2.4 billion, up 58% from last year, and we continue to target a full year conversion of 80% or greater. Turning to capital allocation, we continue to allocate significant capital to organic R&D, and we continue to seek attractive tuck-in acquisitions to enhance our businesses. For example, Intersect ENT, we announced our intent to acquire back in August. Intersect's assets complement our own and are accretive to our WAMGR, plus, we believe we can accelerate their growth around the globe. We're also returning capital back to our shareholders with a commitment to return greater than 50% of our free cash flow, primarily through our dividend. Year-to-date, we paid $1.7 billion in dividends. And as a dividend aristocrat, our attractive and growing dividend is an important component of our total shareholder return. Looking ahead, although, the environment remains fluid, we are seeing some improvement in procedures and our average daily sales in the first few weeks of November. So we're encouraged that the negative impact of the pandemic and healthcare system staffing shortages on our markets could be moderating. And while our operations team has done a terrific job managing our supply chain to-date like other companies, we are dealing with an elevated risk of raw material supply shortages. As a result of these potential headwinds and given we're only mid way through our fiscal year, we believe it is prudent to update our fiscal '22 organic revenue growth guidance to 7% to 8% from the prior 9%. If recent exchange rates hold, foreign currency would have a positive impact on full year revenue of $0 million to $50 million, down from the prior $100 million to $200 million I gave last quarter. By segment, we expect Neurosciences to now grow 9% to 10%, Cardiovascular and Medical Surgical to grow 7.5% to 8.5%, and Diabetes to be down low single digits, all on an organic basis. Despite the headwinds, we face on revenue, we will manage well what we can control, which includes expenses not directly tied to our future growth. We will continue to invest heavily in R&D and market development. And on the bottom line, we reiterate our non-GAAP diluted earnings per share guidance range of $5.65 to $5.75. This continues to include a currency benefit of $0.05 to $0.10 at recent rates. For the third quarter, we're expecting organic revenue growth of 3% to 4% year-over-year. This assumes no real pickup in organic comp adjusted growth versus pre-pandemic levels from what we saw in the second quarter despite the improving trends we saw in September and October. While we are encouraged by those trends and by what we're seeing in November, we wanted to err on the side of caution with near term guidance given the dynamic macro environment. At recent rates, we're expecting a currency headwind on third quarter revenue of $80 million to $120 million. By segment, we expect Cardiovascular to grow 5% to 6%, Neuroscience 4% to 5%, Medical Surgical 2% to 3%, and Diabetes to be down mid single digits, all on an organic basis. We expect earnings per share between $1.37 and $1.39, with a currency tailwind of $0.02 to $0.04 at recent rates. While we expect our markets will continue to be affected by the pandemic in the back half of our fiscal year, we remain focused on delivering solid revenue growth, strong earnings growth, and investing in our pipeline to fuel our future. We also remain confident about the underlying strength and competitiveness of our business and our ability to accelerate revenue growth ahead. I also want to recognize a new member of our team, who many of you know. We couldn't be more excited to have Bob Hopkins, the top rated medtech analyst over the past three years join our team, as Head of Strategy. And we look forward to a strong contribution and influence in the years ahead. Back to you, Geoff. And yes, it is great to have Bob here at Medtronic. For the last few quarters, I've been closing by commenting on the progress the Company is making in various areas of ESG, our environmental social and governance impacts. Part of the S in ESG is our focus on inclusion, diversity and equity and high employee engagement, which I discussed last quarter, and this makes Medtronic, an attractive destination for top talent. In the release we issued last week, you read about how Bob Hopkins and other highly sought-after world-class leaders chose to join Medtronic and drive our transformation to become the undisputed global leader in healthcare technology. It's very important for our culture that we're bringing in new ideas and diverse perspectives to add to those of our talented leadership and employees across the Company. On the E front of ESG, as you know, we set an aggressive goal last year to be carbon-neutral in our operations by the end of the decade. And two weeks ago, we upped our game announcing our ambition to achieve net-zero carbon emissions by FY '45 across our value chain. This ambition outlined in our FY '45 decarbonization roadmap will focus on operational carbon neutrality, supply chain greenhouse gas emissions reductions and ongoing logistics improvements. To support our progress, as well as progress across our entire industry, we joined the International Leadership Committee for a net-zero NHS in the UK, and we're taking a leadership role with the US National Academy of Medicine action collaborative to decarbonize the US healthcare sector. Our ESG efforts are gaining recognition, as last week, Medtronic was elevated from being a constituent of the Dow Jones Sustainability North America Index to joining a select group of companies in the Dow Jones Sustainability World Index. Look, we are really proud of this achievement. In addition, I hope, many of you were able to watch our inaugural ESG Investor Briefing last month, and if you haven't, I encourage that you watch the replay on our Investor Relations website. Now, let me close on this note, the lingering effects of the pandemic combined with healthcare system staffing shortages impacted our Q2 revenue more than we originally anticipated. We have both puts and takes on the timing of our pipeline and the supply chain dynamics pose near term challenges, but our challenges will be manageable. Our pipeline is delivering, and we're poised to deliver more innovation over the coming quarters and the next several years. We have to show you that we can deliver, but robotics is coming, RDN is coming, closed-loop SCS is coming and our diabetes turnaround is coming and Evolut FX and mitral and EV ICD, and the pending acquisition of Intersect ENT, these are all coming. We're ready to execute and capitalize on these opportunities. We're in good markets, and we're focused on innovating, winning share and maintaining and/or achieving true category leadership across our businesses. I know we have more to prove, but I'm confident that our organization, our talented and dedicated 90,000 plus global employees are up for the challenge. We're focused, we're hungry and ultimately we're going to deliver on these opportunities to accelerate our growth. And as always, we remain deeply committed to creating value for you, our shareholders. And with that, let's now move to Q&A. Now, we're going to try to get as many analysts as possible, so we ask that you limit yourself to just one question. And if you have additional questions, you can reach out to Ryan and the Investor Relations team after the call. With that, Wynne, [Phonetic], can you please give the instructions for asking a question. ","reaffirms fy non-gaap earnings per share view $5.65 to $5.75 including items. market procedure volumes impacted by covid-19 resurgence. q2 revenue results reflect unfavorable market impact of covid-19 and health system labor shortages on medical device procedure volumes. qtrly revenue of $7.8 billion increased 3% reported. qtrly cardiovascular revenue of $2.827 billion increased 4% as reported and 3% organic. expect markets to continue to be affected by pandemic in second half of our fiscal year. excluding impact of ventilator sales declines, qtrly medical surgical revenue increased 6% organic. qtrly neuroscience revenue of $2.136 billion increased 4% as reported and 3% organic. " "In today's remarks by management, we will be discussing non-GAAP financial metrics. In fact, in the second quarter, patient volumes across our total span of services has now exceeded pre-pandemic levels. On a same-unit basis, total volume was up 1.3% versus the second quarter of 2019 with hospital-based services up by 10 basis points and office-based services up by 5.2%. I'll add that other key metrics that were particularly volatile through last winter continued to show stable improving trends coming into the summer. Payer mix remained favorable on a year-over-year basis for the second consecutive quarter and the rate of admission into our NICU did so as well. As a result, our revenue for the quarter of $473 million was above our internal expectations, as was our adjusted EBITDA of $66 million. There are, of course, the risks that we face, most importantly, the recent rise in COVID-19 cases driven by the Delta variant. But that said, our updated view for the full year includes our experience to date. Looking forward beyond 2021 and count for the same risks, there are a number of factors that give me increased confidence that we'll see additional growth in adjusted EBITDA in 2022 that will get us pass the $270 million run rate we achieved pre-COVID. I'll expand on these in three areas. First, we're building momentum in our core. While demand has recovered faster than we had anticipated earlier in the year, we are also helping to drive additional growth across our practices. I talked earlier this year about the investments we've made in improving patient access, better scheduling and a drive for increased pace and efficiency. Q2 is the first quarter where we can estimate the impact of these initiatives, and we think we've just begun by adding roughly $2 million to the top line in the quarter. I'm very confident that this is just the beginning of a long-term payoff. And please remember that we call this initiative patient access because it's really just that. We want to make sure that patients that need our care receive our care as soon as possible. Our reengineered and focused sales efforts are accelerating our pipeline of organic growth. We have such a superb focused and organized team that make this a reality. Halfway through this year, our new business bookings and by that, I mean new contract sales have already approached our total bookings for 2020. Our win rate has increased. Our time to close has decreased, and our pipeline remains robust and diversified across multiple specialties. Our M&A pipeline also continues to build with several acquisitions of important specialty groups completed for the year-to-date. As an example, last week, Child Neurology Consultants of Austin joined the MEDNAX family. This group of 12 physicians and three nurse practitioners are among the premium groups of neurologists in the country. The lack of local neurology coverage is a major reason in time to transfer the way from the birth hospital. This is the most recent example of investing to further support our hospital-based practices with subspecialty consultation to allow infants to stay near their homes. But we believe this is also a plan for growth, both geographically and via telehealth. Second, we're still in the early stages of building our presence in children's primary and urgent care. Following our acquisition of NightLight, we're now in the planning stages for new clinic openings outside of NightLight's hometown of Houston. We're also working on additional investments and initiatives for primary urgent care that we believe will meaningfully accelerate this expansion. We also believe that our breadth and depth in women's and children's health will enable us to actually change nationally many aspects in pediatric care. I look forward to doing the calls to cataloging our progress. Third, we're making significant progress on improving the efficiency of our practice support infrastructure. Mark Richards will detail some of this progress, but I'll highlight our previously announced agreement with R1 to transfer our RCM operations to them, which not only gives us immediate G&A savings, but also enables improved bottom line results that I'm certain would not have been possible had we continued on our own. To put these things together, I think you should view our expectations for 2021 as far from the finished products. Beyond this year, we believe the full benefit of our efficiency improvements will be paired with our ongoing and compounding growth initiatives that today are only just beginning to bear incremental fruit. These factors together support our confidence that in 2022 we can achieve adjusted EBITDA above the $270 million that I just referenced. Of course, none of this is possible without the strength in our core and a singular unwavering focus on our top priority, taking great care of the patients. It's so timely to me to reiterate this to you today. But the fact is that in talking to our clinicians and clinical leadership, it's becoming clear that as the country continues to evolve through this pandemic period, the need for many, many of the highly specialized services our doctors provide is only increasing, which makes it that much more important that these doctors are able to operate as part of a highly integrated collaborative network in order to ensure that patients have access to the services they need exactly at the time they need them. That's why I'll ask Mack, who is a longtime neonatologist and pediatrician, to talk about the why behind the resurgence in volumes we've seen across many specialties as well as the why behind the importance of having access to the full continuum of care for expecting parents, newborns and children. I'll start with what we're seeing across the country today. And then for the benefit of all of our stakeholders, give some thoughts about what we truly are as a national medical group, and how MEDNAX is uniquely positioned to address this current and future environment. I would describe the market trends we see today as twofold. First, as isolation measures became less restrictive, our pediatric specialists are seeing a surge in respiratory illnesses during the summer, illnesses that we typically see during the winter months. We've also seen a significant number of behavioral health issues that have resulted in both pediatric intensive care and pediatric hospital service admissions. In addition to that, the American Academy of Pediatrics now recommends that any child with COVID has a cardiac evaluation prior to returning to sports. Our pediatric cardiologists, hospitalists, critical care physicians, surgeons, urgent care physicians and other pediatric specialists are all seeing the near- and long-term consequence of COVID-19. Regardless of the immediate rate of infection in our communities, we believe the consequence of isolation and delayed healthcare will continue to require access to the entire spectrum of our pediatric specialty services. These services are scarce national resources and access to them is filed for the health of the children and our communities. Second, alongside the significant increases in total births and NICU admissions we reported this quarter, our maternal fetal medicine volumes have now far surpassed pre-pandemic levels. Here, too, for at least the near term, it's clear that trends in pregnancies and deliveries have turned upward. And across the country, access to highly trained obstetrical specialists is vital for the health of expecting parents facing a high-risk pregnancy. And in fact, a number of states have highlighted the risk of higher child-work complications that can result from insufficient access to proper care. And all the payers we work with, both commercial and governmental, stress the importance of access to high-quality maternal care. To put some statistics behind these two phenomena, I'll point out that compared to the second quarter of 2019 on a same-unit basis, volumes in our pediatric intensive care units were up 11.5% and pediatric hospitalist volumes were up 4%. On the office space side, pediatric surgery volumes were up 8% and maternal-fetal medicine was up 9%. Pediatric cardiology volume is still down slightly by 2%, but we anticipate that, that could increase as we move into the fall. All of these statistics went to the breadth of specialty services provided across our organization and across the country, and the demand for these services has been increasing in this rapidly evolving environment. But beyond these numbers, I'll speak to you now as a physician who's been fortunate to have been a leader of MEDNAX for many years. There's a broad spectrum of care that is absolutely essential for prenatal, newborn and pediatric populations. And that is exactly what our pediatrics at Stafford's medical groups provides every day of every year. We are far more than a collection of practices and clinicians to ensure our clinicians trust for lives of thousands of women and children every year. But more than that, we are a highly integrated group of affiliated maternal pediatric practices that work together to deliver care across the whole spectrum of pregnancy, childhood and in some cases, even adulthood. This includes maternal-fetal medicine doctors, or the hospitalists and neonatologists, all working closely to provide diagnostic care to mothers who are at risk of the complicated pregnancy and to provide routine and emergency triage evaluation and care to pregnant patients presenting to the hospitals as well as to provide a complete inpatient spectrum of maternal in the neonatal care. It includes pediatric hospitalist to cover smaller community pediatric services to large tertiary referral services, emergency medicine physicians who see patients in dedicated pediatric emergency departments, and pediatric critical care physicians who care for severely ill children and adolescence with a large range of medical and surgical problems, including patients requiring cardiac surgery. With the addition of NightLight Urgent Care, it now includes pediatric urgent care clinicians who see pediatric patients at a time and place convenient for parents in an environment that's the right place for their child. As Mark spoke to earlier, we see an enormous opportunity at MEDNAX to change the way pediatric primary and urgent care is practiced in our country, and this is totally complementary to our core business. It includes developmental medicine specialists who evaluate and treat disorders of development and you see many of our former NICU patients. It includes pediatric cardiologists who evaluate and treat the entire spectrum of childhood cardiac disease as well as adult congenital heart disease patients, and additionally support both neonatology and hospitalized pediatric patient population, including intensive caring cardiac intensive care patients. We continue to add multiple other pediatrics specialties, include neurology, endocrinology, gastroenterology, hematology and infectious disease to better serve our patients and their families. And this includes rapidly growing pediatric surgical services across general surgery, urology, ophthalmology, orthopedics, E&T and plastic surgery. Each of these represents a scarce and highly specialized surgical specialty that's very important to our pediatric communities in their own right, but are also supportive to our inpatient services. I hope all of this can help you appreciate how interconnected our organization is. It is this network of care from pregnancy to delivery to childhood and sometimes even beyond that makes what we do special and, in fact, essential. And of course, we do this in a very close partnership with our hospitals. When they choose us, the vast majority of the time they stay with us because of our shared commitment to our patients, because of our work to maintain strategic alignment with them, and because they rightly expect and demand the robust resources we at MEDNAX provide to our affiliated clinicians everyday. Rather than going through each line of our P&L, I'm going to focus today on our G&A restructuring and stabilization efforts during the quarter and our expectations as we move through the second half of this year. And then, I'll touch on our financial position as it stands today. We had a lot of activity during the quarter that I'll globally describe as the culmination of efforts to refine our support services and create efficiency going forward, all while keeping a priority on service to our practices. First, as previously disclosed, in May, we finalized an agreement with R1 to transition our RCM functions to them. This agreement followed a thorough decision-making process, from which we concluded that R1's scale, technology investments and dedicated focus on revenue cycle can give our affiliated clinicians capabilities we would never match. Under the terms of our agreement, we realized near-term G&A savings. And we also expect to benefit over time from future improvements in RCM performance, yield and revenue enhancements. In terms of the impact of this transition on our P&L for the second quarter, it was a net savings to our G&A. But as with any major transformational project, we did record certain onetime expenses within our transformational and restructuring line item, primarily related to expected terminations of other existing third-party RCM contracts. In addition to this agreement, we passed two other important milestones related to information technology and infrastructure modernization. We completed a significant data center consolidation, and we went live on our Oracle ERP solution that represents a far more advanced financial platform. The planning and implementation of both of these have been in the works for some time. But we did incur a surge of IT-related spend in the second quarter to bring all of this over the finish line, which all sized, is roughly $3 million to $4 million over the year-over-year increase in our total G&A when compared to last year. Third, we have substantially completed the support services related to the PSA arrangement attached to last year's sale of our anesthesia organization and plan to wind down any remaining services through Q3. As I noted in the past couple of quarters, there will still be some period of time when we're still incurring some of those expenses, but not being reimbursed for them. Finally, we sold a secondary corporate office building in Florida during the quarter. We received $25 million in cash proceeds and recorded a $7 million gain on the sale. And on a go-forward basis, we'll realize approximately $2 million to $3 million in annual G&A savings from the building sale. With all of these actions moving toward in our rearview mirror, we expect our dollar G&A spend for the second half of this year to be below $137 million we incurred during the first half. I'll finish with a comment on our financial position. We generated a strong $70 million in operating cash flow for the second quarter. We ended up the quarter with $338 million in cash, up from $270 million at the end of the first quarter, and net debt of $662 million, implying leverage of less than three times. In addition, you'll see on our balance sheet that we also have a $29 million income tax receivable primarily related to the tax elections made with respect to the sale of our Anesthesiology Medical group last year, and we anticipate receiving that cash sometime in late '21 or early '22. Based on our expectations of second half adjusted EBITDA and cash flow, this tax receivable and normal uses of cash for capex and M&A, we would expect to end this year with leverage below 2.5 times. We are ready to respond to any questions. ","q2 revenue $473 million versus refinitiv ibes estimate of $448.9 million. " "In today's remarks by management, we will be discussing non-GAAP financial metrics. Total births at the hospitals where we provided NICU services were up 2.8% on a same-unit basis, and our NICU days were up 5.6%. Key metrics such as payer mix and rate of admissions continue to be favorable compared to last year. In fact, for MEDNAX as a whole, our patient volumes, revenue and adjusted EBITDA were all ahead of the same period in 2019, which suggests that at this time, our business has more than recovered from the significant negative impact to the COVID-19 pandemic that we experienced in 2020 and earlier this year. Mark will give some details of our comparisons to pre-pandemic levels. Our revenue for the quarter of $493 million was above our internal expectations as was our adjusted EBITDA of $73 million. Based on our results, we now expect that our 2021 adjusted EBITDA will exceed our prior internal expectation of being above $240 million, and we now expect 2021 adjusted EBITDA of at least $250 million. We also fully expect adjusted EBITDA next year to exceed $270 million, absent any major external events. This is still a preliminary view into 2022, and we'll be in a better position to provide a more specific outlook after we finish our budgeting process, but I believe we're building momentum in our business. Demand for the critical services that our affiliated clinicians provide not only recovered from last year's disruptions, but continues to grow. We also estimate that the broader growth efforts we have in place have supplemented this demand so far in 2021. I'll give some detail here as we see our growth concentrated in several areas. First, we target opportunities to expand practices or add practices and enhance our hospital relationships and also directly improve care through the coordination of different subspecialties that many patients need to access. Second, in our daily operations, we strive to provide the best 24/7 support possible to our practices, which combines our patient service access initiatives, improving technology support, improving revenue cycle management efficiency, recruiting the best talent and old-fashioned focused managerial actions. And third, we look for acquisition opportunities where we see a clear combination of bolstering hospital relationships, adding to our patient care and support and a demonstrable growth path within that acquisition. Acquisitions haven't been a major part of our activity so far this year, but they could play just as important role as organic growth when we do see them strategically. The sum of these efforts is continuing to ramp up post-COVID. And importantly, after all of our reorganization activities, pre-COVID. For the 2021 year-to-date, we estimate that we have added approximately three percentage points to our adjusted EBITDA growth versus 2020, over and above the pure same-store growth that our affiliated practices have experienced. In addition to all this activity, we recently announced our investment in Brave Care, and I want to explain why this is actually a very key piece of our growth plan. We again believe that we are totally uniquely positioned to grow in the combined pediatric and primary emergent care space. In our major markets, MEDNAX, under our pediatrics brand alone has the concentration of pediatrician population density, hospital relationships and partnerships and an enormous and growing base of vital patient relationships and our market managerial support that's already in place in our major markets. With our NightLight acquisition in place and in fact, thriving, we have a nucleus from which recent growth. But for this to grow, we needed the engine and the talent to enable building something really meaningful. Brave Care brings scalable internal controls and patient-facing technology, systems and protocols that will otherwise take us years to create. The proprietary technology systems and operating platform that Brave's team has built over a two-plus-year period gives patients and their parents a truly seamless experience when they visit. It also gives great remote connectivity to clinicians through an extremely user-friendly remote mobile app, so parents always have a resource at their fingertips. Brave Care systems are integrated with all facets of clinical operations. And my view of the power of the Brave system is not theoretical. It's proven and up and running in their existing clinics in the Northwest. Our investment in Brave the company by an operating partnership agreement that provides Brave a long-term incentives to help us plan, develop, equip and open pediatric clinics over the coming years. The clinic will be ours, and will be led and managed by our team working alongside the Brave team. At a high level, looking at our geography of existing services, we believe that there's an opportunity for us to open more than 100 pediatric clinics across our footprint within a few years. And as we move forward, we'll share with you how this will materialize. We believe that our growth will include both De novo development and acquisitions, and we're already in discussions with certain existing platforms that we think overlap well with us and they can integrate into our strategic growth. In summary, looking at all these factors, strength in our core of amazing patient relationships served by our sector leading clinicians, strength in our balance sheet, our growth efforts, efficiency and a smart strategic expansion into primary urgent care that together gives me confidence in our diversified growth potential in '22 and beyond. Now, Mark will provide additional details on our third quarter activity. I'll begin by providing some detailed volume comparisons to 2019 to flesh out Mark's earlier comments. I'll then walk through where we stand on the number of projects we've discussed so far this year and how they flow through the income statement and finish with our financial position as it stands today, and how we're looking at our capital structure as we look forward. Compared to 2019 on a same unit basis for the quarter, our hospital volumes were up 4.4%, and office-based volumes were up 2.8%. Within hospital-based services, our NICU days were up 1.4%, pediatric intensive care was up 42% and pediatric hospitalist volumes were up 14%. On the office-based side, maternal fetal medicine volume was up 8.6%, while pediatric cardiology was down 9%, with this decline likely reflecting some deferrals of appointments during the quarter due to the surge in Delta cases. Turning to G&A, our overall spend in Q3 was down about $4 million sequentially. This primarily reflects sequential reductions in certain operating and legal expenses as well as RCM savings related to our agreement with R1, which should increase further in Q4. In terms of the transition of our revenue cycle activities to R1, to date, our metrics reflect that there hasn't been any disruption in service to our practices. DSOs and cash collection activity in the third quarter were in line with our expectations and with the prior quarter. I'll also reiterate that under the terms of our agreement, we realized near-term G&A savings, which are reflected in our current P&L. And we also expect to benefit over time from future improvements in RCM performance, yield and revenue enhancements. During the third quarter, we also completed the support services related to the PSA arrangement attached to last year's sale of our anesthesia organization. Our Q3 G&A still reflects a comparable run rate of cost to what we were incurring previously, and we'll refine our views on an appropriate G&A level as we finish up our budgeting for '22. But you'll see that our reimbursement for those costs in Q3, which we record in our investment in other income line, declined substantially. It was $0.5 million this quarter versus about $9 million in a year ago period. However, the strength of our core operations more than offset this decline, and in fact, enabled both year-over-year and sequential growth in adjusted EBITDA. Finally, our transformational and restructuring expense in Q3 was $4.2 million, which predominantly reflects the cost of terminating other third-party agreements as part of the R1 transition. All told, within our updated internal expectation of 2021 adjusted EBITDA, we expect our fourth quarter G&A expense to be flat to down compared to third quarter, based largely on our expectation of RCM cost savings. This reinforces our prior view that the second half G&A will be lower than the $137 million we incurred in the first half of the year. Turning to our capital structure, we continue to improve our leverage position in the third quarter. We generated $67 million of operating cash flow, which exceeded the investments we made in capex, acquisitions and our Brave Care transaction. Based on 9/30 debt of $642 million and our 2021 adjusted EBITDA expectation, net leverage stands at about 2.5 times. And we would anticipate that to decline by year-end based on fourth quarter cash flows. During the quarter, we also reduced our revolving credit facility capacity from $1.2 billion to $600 million, all of which is currently available to us with no remaining covenant restrictions. As most of you know, we have $1 billion in outstanding 6.25% coupon senior notes due 2027, making our debt structure fairly inefficient given our cash position and current net leverage. Given that our notes are callable in January of '22, we will be reviewing the best debt structure for our size, profitability and growth in capital plans. While we haven't made any determinations yet, I anticipate that we'll be able to achieve meaningful savings and interest expense once we determine the most appropriate capital stack for our business as it exists today,and in the foreseeable future. ","q3 revenue $493 million. " "These types of statements are subject to various known and unknown risks, uncertainties, assumptions, and other factors, including those described in MFA's annual report on Form 10-K for the year ended December 31, 2019, and other reports that it may file from time to time with the Securities and Exchange Commission. Before we begin, I want to again recognize our entire MFA team. 2020 was obviously a very challenging year on many levels, and our team powered through the adversity and persevered. There is no quit in this group. And I think we made extraordinary progress in the second half of 2020 and particularly in the fourth quarter. So the fourth quarter of 2020 on a macro level was very much an extension of the third quarter. Interest rate volatility was again muted, and accommodative Fed monetary policy continued to provide support for risk assets with little indication that this will change materially in 2021. The short end of the curve remains firmly anchored, consistent with the lower for longer narrative. Two-year rates inched into the high teens very briefly in mid-November, but are barely in double digits so far in 2021. The yield curve does continue to surreptitiously steepen as the 10-year backed up 23 basis points in the fourth quarter and another almost 45 since year end. With two 10s at approximately 125 basis points, this hardly qualifies as a steep yield curve by historical standards, but it has steepened by about 45 basis points since the end of the year. This is not surprising in light of political developments as the expectation of additional stimulus will continue to raise concerns about inflation. I do have to smile a little when I hear this recent chatter about higher rates, however, with 10s yielding 135 as 10s were above 3% less than two and a half years ago. Yes, we're off the lows at least for 10 years, but let's not kid ourselves. We are still in an extraordinary and unprecedented low-interest rate environment. Agency origination crowded out nonconforming production for much of 2020. But with even a modest increase in agency eligible mortgage rates, we've seen an increase in production from non-QM and business purpose loans in recent months, with rates at particularly low levels and credit spreads very tight, suffice to say there are no cheap assets out there. However, these same market conditions have pushed yields on issued securities to all-time lows. So while it is a difficult period for assets, it's an extremely attractive one for liabilities. And MFA has taken advantage of this opportunity to lock in low-cost, term, nonrecourse debt, which will substantially reduce interest expense in the future. In addition, a strong housing market, together with our ability to actively manage residential mortgage credit assets, has also been reflected in our financial results as we have achieved better-than-expected results on credit-sensitive assets resulting in reversals of prior credit reserves and sales of REO properties at attractive levels. Please turn to Page 4. We reported GAAP earnings of $0.08 per share in the fourth quarter. These results were driven by continued price appreciation of loans held at fair value and by further improvement in credit leading to credit loss reserve reversals. On the other hand, fourth-quarter earnings were reduced by expenses related to the acceleration of discount in connection with our payoff of the $500 million, 11% Apollo/Athene senior note in September and October. We also closed out the outstanding warrant position of Apollo/Athene during the fourth quarter through straight warrant repurchases and a warrant exercise via a combination of cash and cashless exercise. There are no more outstanding warrants. And the overall dilution associated with these transactions was less than 4%. Obviously, our GAAP book value would have been up by approximately 2.4% for the quarter had it not been for these warrants. Economic book value also negatively impacted by 3.9% by the warrants was nevertheless unchanged at $4.92 during the fourth quarter as our loans held at carrying value appreciated further. We repurchased 14.1 million common shares for an aggregate purchase price of a little over $50 million during the quarter at an average price of less than 80% of September 30 GAAP book value and less than 75% of economic book value. We viewed these purchases as among the best available investments in the fourth quarter. Our leverage declined modestly over the quarter to 1.7:1, primarily due to the payoff of the Apollo/Athene debt. And we paid $0.075 dividend to shareholders on January 29. Please turn to Page 5. Our net interest income for the fourth quarter nearly doubled versus the third quarter, despite slightly lower overall interest income as our interest expense reductions began to meaningfully drive results. Interest expense reductions are due to some repo borrowing cost spread reductions, securitizations, which replaced repo and non-mark-to-market financing with substantially cheaper funding and the payoff of the Apollo/Athene note. The impact of these efforts was not fully reflected in the fourth quarter, as they were all done at varying points within the quarter. We also took advantage of a strong housing market to opportunistically liquidate REO properties, which we own mostly through resolution of nonperforming loans purchased years ago. These sales totaled over $270 million for the year and were executed at prices well above our carrying value. We believe that the hard work that we've done since emerging from forbearance at the end of June has benefited stockholders as our total shareholder return was 62% from June 30 to December 31. Clearly, we still have wood to chop, but we are committed to continuing to rebuild shareholder value. We illustrate our investment portfolio and summarize our asset-based financing on this slide. The investment portfolio has not changed materially since September 30. We did add $111 million of loans in the fourth quarter. Just to review this pie chart, the loans held at carrying value on our balance sheet are represented in three slices of the pie chart. The purple section, PCD, or purchased credit deteriorated loans, this is accounting speed for reperforming loans and other loans are seasoned performing loans. The gray section, business purpose loans, are fix-and-flip and single-family rental loans. And the red section is the non-QM loans. On the financing side, you can see that 67% of our asset-based financing is non mark to market. With the SFR securitization that we closed at the beginning of February, this is now over 70%. Please turn to Page 7. Again, continuing the theme of aggressively taking advantage of available market opportunities, we've executed three additional securitizations on $1.2 billion of UPB at successively tighter levels. As you can see on this page, AAA yields on bonds sold on the most recent two deals were below 1%, and the blended cost of debt sold was in the low ones and was in some cases almost 200 basis points lower than the cost of borrowing we replaced. Also noteworthy is that while some of the financing that we replaced with these securitizations was non mark to market, the securitized debt is similarly non mark to market, nonrecourse, and term. So we actually increased the amount of this more durable financing, while substantially lowering the cost. Bonds sold generated cash of between 91% and 94% of UPB, which also produced approximately $250 million of additional liquidity. Please turn to Page 8. Page 8 provides the details of the repurchase and exercise of the previously outstanding warrant position. Through a straight repurchase of warrants on December 10 for $33.7 million. In an exercise through a combination of cash and cashless exercise on December 28, we were able to limit the dilution of warrants granted, which was 7.5% at the time of grant to less than 4%. Apollo/Athene holds 12.3 million shares or about 2.7% of outstanding shares, and we continue to maintain a strong partnership with both Apollo and Athene. That said, we think that the elimination of any uncertainty around an outstanding warrant position should have a positive impact on our stock. Please turn to Page 9. We announced on our third-quarter earnings call that our board had authorized a $250 million stock repurchase program and we executed this during the open-window period in the fourth quarter by purchasing 14.1 million shares at an average price of $3.61, which was accretive to GAAP and economic book value by $0.03 and $0.04, respectively. In addition, the $33.7 warrant repurchase was included under this plan. So, all in, we deployed almost $85 million during the quarter and still have $165 million available under this authorization. Please turn to Page 10. We announced the redemption of our $100 million 8% senior notes due in 2042. These $25 par bonds were issued in 2012. This redemption, which was completed shortly after year end will save $8 million in annual interest expense. We did book a noncash charge of $3.1 million in the fourth quarter for unamortized issuance expenses. These $25 par bonds were sold primarily to retail investors, similar to 20 firms, and hence, the relatively high issuance expense. Please turn to Page 11. So in the feel-good department and just to demonstrate that it's not solely about the numbers, I'm happy to report two significant accolades for MFA. For the second year in a row, MFA was included in the Bloomberg Gender Equality index. We were recognized as one of 380 public companies across 44 countries and regions for our commitment to and support of gender equality. Additionally, MFA has been certified as a Great Place to Work by the Great Place to Work Institute. This award is based on anonymous employee feedback through an engagement survey that we conducted through this organization. This important validation of our culture is a testament to our people. Management does not make MFA a Great Place to Work, our people do. If management has a role, it's simply to hire great people, and our team collectively creates our culture. In today's work-from-home world, this recognition is also an important distinction for us for hiring as almost all recruitment is virtual these days. While we have certainly appreciated the support of Apollo, Athene, and our other financing counterparties during the challenging times of forbearance and over the past six months, we are pleased to close out 2020 with a significantly more durable mix of financing and having paid off most of our higher-cost debt. Further, the execution of the warrant transactions has eliminated with a relatively modest solution, a potential source of uncertainty in our future results. 2020 was certainly a year of significant and unusual items, and while earnings have become more stable since June, there were some residual nonrecurring items in Q4 that I will discuss further shortly. MSA entered 2021 with all significant items related to forbearance period financing effectively behind us. Our continuing efforts to pursue securitization and other forms of non-mark-to-market financing have lowered our cost of funds and generated liquidity while maintaining relatively low leverage. These efforts are already meaningfully benefiting net interest spreads, and we expect it to continue for at least the short to medium term. Moving now to the detail of our Q4 results. Net income to common shareholders was $37.6 million or $0.08 per share. Net income includes $25.3 million or $0.06 per common share of expenses recognized on the repayment of the senior secured term loan from Apollo/Athene. Recall that as we elected to account for this financing at fair value, GAAP required us to allocate a portion of the day 1 loan-to-value or approximately $14 million of the associated warrants. This was recorded in shareholders' equity, while the residual loan value of approximately $481 million is recorded on our balance sheet as a liability. Due to changes in interest rates and market spreads, the fair value of this liability declined in Q3. However, as the loan was repaid at par, rather than at fair value, expenses are recorded on payoff related to the reversal of prior unrealized gains and the difference between par and the previously recorded carrying value. The subsequent execution of the associated warrant transactions did not impact earnings directly, but they did result in modest book value dilution, as Craig has already discussed. Away from the impact of the repayment of the senior secured debt and warrant transactions, our results for the quarter primarily reflect the ongoing recovery in residential mortgage asset valuations, a net reduction in our CECL credit loss reserves, and the previously mentioned improvement in net interest income. Specifically, the key items impacting our results are as follows: net interest income for Q4 was $19.4 million, almost double Q3, and it reflects the following. Firstly, higher net interest spreads, primarily on our residential whole loan portfolio as the impact of financing initiatives start to take hold. The payoff of the senior secured debt resulted in high net interest income by approximately $12 million. And as Craig noted, we redeemed our 8% senior notes early in January '21. Q4 net interest expense includes a noncash charge of $3.1 million for unamortized deferred expenses that we incurred when this debt was originally issued in 2012. In addition, future quarterly interest expense will be $2 million lower as a result of this note redemption. I would also note that since exiting forbearance in June, we have lowered our cost of funds across our entire portfolio by 140 basis points to 3.1% December 31, 2020, and this falls even further to 2.9% with the senior note redemption. Also, we reduced our overall CECL allowance in our current value loans to $86.8 million, primarily reflecting lower estimates of future unemployment used for credit loss modeling purposes, but also partially due to lower loan balances. This reversal and other net adjustments to our CECL reserves positively impacted net income for the quarter by approximately $16 million. After the initial significant increase in CECL reserves taken in Q1 and uncertainty related to COVID-19 economic impacts were at the highest, we have reduced our CECL reserves by almost $60 million in the past three quarters. Actual charge-off experience to date remains very modest, with less than $2.5 million of net charge-offs taken in 2020. Nonetheless, we continue to take a cautious approach in making our estimates for credit losses given uncertainty in the U.S. economic outlook as the time line to a post-COVID-19 impacted economy remains unclear and given the current political environment. Once again, our loans at fair value performed strongly this quarter. Net gains of $49.8 million were recorded, including $30.9 million of market value increases and $18.9 million of interest payments, liquidation gains, and other cash income. By the end of 2020, our fair value loan portfolio recovered all of the market value declines that were recorded in the first quarter. Finally, our operating and other expenses were $20.4 million for the quarter. This reflects a lower run rate than we would normally expect primarily due to adjustments to lower incentive compensation accruals that were finalized in the fourth quarter. We continue to estimate that annualized G&A expenses to equity should run at about 2% each quarter. Turning to Page 13. The fourth quarter for the non-QM space was a continuation from where the third quarter left off. Origination volume increased over the quarter, and loan premiums paid have risen to levels seen prior to the pandemic. We were able to purchase approximately $80 million in the fourth quarter and are on track to purchase over $100 million in the first two months of 2021. We saw prepayment speeds increase over the quarter as mortgage rates for non-QM loans have come down in recent months. The reduction in rates lagged conventional loans as non-QM originators had to rebuild capacity after reducing staff at the onset of the pandemic. We closed on a minority investment in one of our origination partners in the quarter, providing the needed capital for them to be able to grow originations. We believe the strategy of aligning our interest with select origination partners will allow us to effectively grow our portfolio over time, while ensuring loan quality. We executed on two additional securitizations in the fourth quarter, bringing the amount of collateral securitized in 2020 to approximately $1.25 billion. As Craig mentioned previously, the securitizations have lowered our financing costs and at the same time have provided additional stability to our borrowings. Securitization, combined with non-mark-to-market term -- a non-mark-to-market term facility, has resulted in over 75% of our non-QM portfolio financed with non-mark-to-market leverage. And we expect to continue to be a programmatic issuer of securitizations. Turning to Page 14. A significant percentage of our borrowers in our non-QM portfolio have been impacted by the pandemic. Many of our borrowers are owners of small businesses that were affected by shutdowns across the nation. We instituted a deferral program at the onset of the pandemic in an effort to help our borrowers manage through the crisis. Through our services, we granted almost 32% of the portfolio temporary payment relief, which, we believe, helps put our borrowers in a better position for long-term payment performance. Subsequent to June, we reverted to a forbearance program instead of a deferral as the economy opened up. Forbearance program instituted are largely now determined by state guidelines. For clarity, the deferral program, tax on the payments missed to the maturity of the loan has a balloon payment. Forbearance requires the payments missed to be repaid at the conclusion of the forbearance period. If those amounts are unable to be paid in one month, we allow for the borrower to spread the amounts owed over an extended period of time. Over the fourth quarter, we saw an improvement in delinquencies compared to the third quarter as 60-plus day delinquencies dropped almost a full percentage point. In addition, approximately 30% of delinquent loans made a payment in December. The current state of affairs is unique as although we have seen economic stress and increase unemployment levels, home values have been improving, as low levels of supply combined with low mortgage rates have supported the market. In addition, our strategy of targeting lower LTV loans should mitigate losses under a scenario with elevated delinquencies. In many cases, borrowers, which no longer had the ability to afford their debt service, will sell their home in order to get the return of their equity. Turning to Page 15. Our RPL portfolio of $1.1 billion has been impacted by the pandemic but continues to perform well. 81% of our portfolio remains less than 60 days delinquent. And although the percentage for the portfolio 60 days delinquent in status is 19%, over 24% of those borrowers continue to make payments. Prepayment speeds in the fourth quarter continued to rise as mortgage rates continue to be historically low. And while 30% of our RPL borrowers were impacted by COVID, we have worked with our servicers to provide assistance to borrowers and have seen improvement in delinquency levels over the quarter. Turning to Page 16. Our asset management team continues to drive performance of our NPL portfolio. The team has worked through the pandemic in concert with our servicing partners to maximize outcomes on our portfolio. This slide shows the outcomes for loans that were purchased prior to the year ended 2019, therefore, owned for more than one year. 36% of loans that were delinquent at purchase are now either performing or paid in full. 45% have either liquidated or REO to be liquidated. We have significantly increased our activity, liquidating REO properties, selling 87% more properties as compared to a year ago. 19% are still in nonperforming status. Our modifications have been effective as almost three-quarters are either performing or have paid in full. We are pleased with these results as they continue to outperform our assumptions at the time of purchase. Turning to Page 17. The fourth quarter saw a continuation of the trend we have experienced in 2020 of large principal paydowns in our fix-and-flip portfolio. A strong housing market, supported by record-low mortgage rates and limited housing inventory has allowed many of our borrowers to successfully complete the projects and sell quickly into a strong market. This, combined with the seasoned nature of our portfolio, currently at weighted average loan rates of 17 months, led to us receiving $141 million of principal payments in the fourth quarter and a total of approximately $650 million for all of 2020. We expect this trend to continue in 2021. MSA's fix-and-flip portfolio declined $118 million to $581 million in UPB at the end of the fourth quarter. Principal paydowns were $141 million, which is equivalent to a quarterly paydown rate of 59 CPR on an annualized basis. We advanced about $11 million of rehab draws and converted $3 million to REO. We began purchasing fix-and-flip loans again in the fourth quarter and acquired approximately $15 million UPB of new loans in the quarter. The average yield for the fix-and-flip portfolio in the fourth quarter was 5.97%. All of our fix-and-flip financing is non-mark-to-market debt with the remaining term of 18 months. After declining by approximately $40 million in the third quarter, the total amount of seriously delinquent fix-and-flip loans increased $19 million in the fourth quarter to $162 million. So far in the first quarter, delinquency trends have been good, and we've seen delinquencies trend down again closer to third-quarter levels. Similar to the third quarter, improved economic expectations and a strong housing market contributed to a decline in fix-and-flip loan loss reserves. Loan loss reserves declined by $4 million to approximately $18 million at the end of the fourth quarter. Turning to Page 18. Seriously delinquent fix-and-flip loans increased $19 million in the quarter to $162 million at the end of the fourth quarter. In the quarter, we saw $25 million of loans paid off in full, $3 million cured to current of 30 days delinquent pay status, and $3 million of loans converted to REO, while $50 million became new 60-plus day delinquent loans. Despite the increase in delinquency in the quarter, we are pleased that delinquency levels have declined from the high levels we saw in the second quarter of 2020 and with the continued robust level of full payoffs we've seen from loans in serious delinquency. As mentioned previously, we have seen delinquencies trend down in the first quarter, closer to the third-quarter delinquency loans. Approximately two-thirds of the seriously delinquent loans are either completed projects or bridge loans where limited or no work is expected to be done, meaning these properties should be in generally salable condition. In addition, approximately 15% of the seriously delinquent loans are already listed for sale potentially shortening the time until resolution. When loans pay off in full from serious delinquency, we often collect default interest, extension fees, and other fees of payoff. For loans, where there's meaningful equity in the property, these can help. Since inception, we have collected approximately $2.6 million in these types of fees across our fix-and-flip portfolio. We believe that our experienced asset management team gives us a tremendous advantage in loss mitigation and the term non to market -- non-mark-to-market financing of our fix-and-flip portfolio allows us to efficiently work through our delinquent loans. We believe that recent economic trends, in particular, the strong housing market with robust home price appreciation, combined with our loss mitigation efforts, can lead to acceptable outcomes on our delinquent loans. Turning to Page 19. Our single-family rental loan portfolio continued to perform well in the fourth quarter. The portfolio yielded 5.27% in the quarter. That number does not include prepayment penalties with our feature of almost all of our rental loans and are recorded in other income. When including those, the SFR portfolio yield was 5.99% in the fourth quarter. Prepayments increased in the quarter to a three-month CPR of 33%. This was primarily due to payoffs on some of our three-year balloon loans that were approaching maturity. So far in Q1, prepayments have trended back down to mid-teen CPR loans. 60-plus state delinquencies increased modestly in the quarter to 5.6%. We resumed our acquisition of rental loans in the fourth quarter and purchased $12 million of loans in the quarter. As Craig mentioned earlier, we closed our first securitization consisting solely of business purpose rental loans in the first week of February. Approximately $218 million of loans were securitized. We sold approximately 91% of the bonds at a weighted average coupon of 106 basis points. This transaction lowers the funding rate of the underlying asset by over 150 basis points and increases the percentage of SFR financing that is non mark to market to 77%, up 54% from 23% at the end of the fourth quarter. I believe that MFA has made great strides since July 1st of last year. Significant asset price appreciation drove earnings and book value. We made substantial progress in moving our asset-based financing from expensive durable debt to equally durable, but materially cheaper securitized debt, paying off other expensive debt, repurchasing MFA common stock at material discounts to book, and most recently, the settlement and elimination of the outstanding warrant package. Considerable market uncertainties still exist as the country and the world continues to face challenges around the pandemic, politics, and monetary and fiscal policy, but MFA is well-positioned to weather these uncertainties, respond to opportunities as they arise, and we are taking proactive steps to further position our company to thrive in the future. ","q4 earnings per share $0.08. " "Financial Inc., which reflect management's beliefs, expectations and assumptions as to MFA's future performance and operations. These types of statements are subject to various known and unknown risks, uncertainties, assumptions and other factors, including those described in MFA's annual report on Form 10-K for the year ended December 31, 2020, and other reports that it may file from time to time with the Securities and Exchange Commission. The fourth quarter of 2021 was a stark wake up call for the fixed income market. After languishing in a 15 basis point to 25 basis point range for nearly 18 months since late March of 2020, 2-year treasuries rose 50 basis points from the end of September to the end of December, and the curve flattened significantly as 10 years ended the quarter, essentially unchanged from September 30. The first six weeks of 2022 have been even more volatile, with 2s higher by 75 basis points, 5s by 55, and 10s by 40. The rate environment had an inevitable negative impact on our fair value assets. But MFA nevertheless turned in a respectable fourth quarter in a very strong 2021. We added so for interest rate swaps in the fourth quarter and have continued to manage our duration exposure into this year. We are certainly not immune to interest rate risk. We're still waiting for that vaccine, but between a relatively short duration assets or successful execution of $2.6 billion of securitizations last year, and our nimble hedging response to a dramatic rate moves more recently, we think we've weathered the storm reasonably well. That said, this is no time for complacency. With inflation seemingly raging, the Fed on the move in a very tense geopolitical environment, making it impossible to predict interest rate movements, particularly in the short-term. Away from rates, MFA focus on residential mortgage credit serves as a terrific offset to interest rate risk. As continued, very strong housing trends bolster the value of the underlying assets, securing the mortgages we own and lower LTVs. Robust housing prices have also created a strong tailwind for delinquent mortgages and REO properties. As these trends lead to improved resolutions and outcomes. Please turn the Page 4. We reported GAAP earnings of $35.9 million dollars, or $0.08 per share for the fourth quarter. These results were driven largely by $42.6 million of unrealized and non-cash net losses on fair value loans. Lima One had a strong contribution to our earnings for the second consecutive quarter. Despite the volatile quarter, book value was relatively stable, with GAAP book value down less than 1%, an economic book value down less than 2%. Economic return for the quarter was 1.5% for GAAP and essentially flat on economic book value. Please turn to Page 5. We acquired $1.4 billion of loans in the fourth quarter, and we grew our loan portfolio by $830 million to$7.9 billion after portfolio runoff. These purchases included $950 million of non-QM loans and $500 million of business purpose loans. We completed 3 securitizations totaling $937 million during the fourth quarter, including two agency eligible investor loan deals and one-single family rental loan deal, or net interest income increased versus Q3 by 13% to $70.1 million in the fourth quarter. We continue to make excellent progress in liquidating REO properties as we capitalize on strong housing trends, selling over $50 million of REO properties for a net gain of over $10 million. And finally, we've opportunistically continued to repurchase MFA common shares, adding $8.5 million shares at an average price of $4.42 during the fourth quarter. Please turn to Page 6. To briefly review the full year 2021, we achieved extraordinary portfolio growth, particularly considering the paucity of investments available in the early part of the year. Our purchase of Lima One was a transformational, and timely transaction as we fortified our ability to source attractive assets. We completed 8 securitizations totaling $2.6 billion, locking in very attractive fixed rate term financing. As we pointed out every quarter, we continued to grow our net interest income, increasing this important and reliable earnings driver by 47% for the year to $242 million and $70 million in the fourth quarter. Mortgage investors rarely talk about let alone brag about their REO portfolios, but we sold almost $190 million of REO properties in 2021 for a net gain of $23.5. As a rule, REO property resolutions tend to be the least desirable and profitable outcomes when working out non-performing loans, but our asset management team turn this into a profit generating enterprise in 2021. Our book value increased by about 5% during the year 2021, despite a rough fourth quarter in rates in our economic returns for the year, we're also very respectable. We also purchased just over $20 million shares during the year at an average price of $4.26. Please turn to Page 7. This slide illustrates the components of our investment portfolio, and also the nature of our asset based financings. While the liability pie chart shows $2.6 billion of mark-to-market borrowing, about half of this borrowing is that a significant discount to our available borrowing amount. This under levering, creates a cushion that increases the amount of asset price decline that would need to occur before we receive a margin call. So while this borrowing is technically mark-to-market or conservative borrowing practice produces a considerable synthetic margin buffer. Please turn to Page 8. So finally, in the feel good department and just to demonstrate that it's not solely about the numbers, I'm happy to report three significant accolades for MFA. For the third year in a row, MFA was included in the Bloomberg Gender-Equality Index. We were recognized as one of 418 public companies across 45 countries and regions for our commitment to and support of gender equality. Additionally, MFA has been certified for the second consecutive year as a great place to work by the Great Place to Work Institute. This award is based on anonymous employee feedback through an engagement survey that we conducted through this organization. This important validation of our culture is a testament to our people. Management does not make MFA a great place to work or people do. If management has a role, it's simply to hire great people, and our team collectively creates our culture. In today's work from home world, this recognition is also an important distinction for hiring, as recruitment is virtually all virtual these day. And lastly, MFA has again been recognized by 50/50 women on boards, and we have achieved their highest rating level for gender balance. MFA's results for the fourth quarter was solid overall, particularly given the challenging rate environment. We continue to see the impact of the successful execution of our asset aggregation strategy and financing initiatives with another quarter of loan portfolio and net interest income growth. In addition, second consecutive record quarter for originations at Lima One resulted in another meaningful contribution to our overall results. Earnings of $0.08 per common share were impacted by valuation changes on loans, partially offset by gains on hedges and securitized debt held at fair value, as well as a significant gain on a minority investment. After removing the impact of these items from the quarterly results, the residual net income of $47.3 million, or $10.8 per common share, is in line with our fourth quarter dividend of $0.11 per common share. I will now provide some additional details for the key components of our Q4 results, which include; Net interest income of $70.1 million was $8.3 million, or 13% higher sequentially; Residential whole loan net interest income again increased this quarter by 7%, again, reflecting portfolio growth and the ongoing impact of securitizations, which has lowered the cost of financing; And net interest spread came in at 2.98% unchanged from the prior quarter. Our overall CECL allowance and our carrying value loans decreased for the seventh quarter in a row and at December 31, was $39.5 million down from $44.1 million at September 30 and less than half where it began the year. The decrease reflects continued run off of our carrying value loan portfolio, and adjustments to macroeconomic and loan prepayment speed assumptions used in our credit loss modeling. This reversal and other net adjustments to [Inaudible] some reserves positively impacted net income for the quarter by $3.5 million. Actual charge-offs experience continues to be relatively low. For the full year, charge-offs for $3.4 million. In 2020, charge-offs were $2.4 million. Pricing across our residential whole loan portfolio was impacted by the volatile rate environment. For loans held at fair value, net losses of $42.6 million were recorded. It should be noted that for the full year, loans held at fair value generated $16.7 million of net gains. Further, in the fourth quarter, unrealized losses on the fair value loan portfolio were partially offset by $7.2 million of gains on TBAs, swap hedges, and securitized debt held at fair value. Included in this quarter results is a $24 million gain on a minority investment in one of our residential whole loan origination partners. During the quarter, this company successfully completed a capital transaction with a third party unaffiliated to MFA. As a result of this transaction, GAAP required that we revisit the carrying value of our minority stake. We recorded a significant impairment write-down and investment back in Q1 of 2020, when COVID related uncertainties were very high and in origination companies were essentially shut down. Based on the terms of this new capital investment, which included a $4 million principal repayment to MFA, we adjusted the carrying value of our investment to the fair value implied by the transaction. This resulted in a significant reversal of the prior impairment, as well as a gain for the amount of principal repayment received. Lima One also contributed $13 million of origination, servicing, and other fee income during the quarter, reflecting a second consecutive record quarter for origination volumes. Gudmundur will discuss this in more detail shortly. Finally, our operating and other expenses excluding amortization of Lima One intangible assets, were $41 million for the quarter. This includes approximately $13.7 million of expenses, primarily compensation related at Lima One. Lima utilizes a sales commission structure where incentives increase as cumulative production targets are achieved. This will typically result in higher incentive compensation in Q3 and Q4 each year, particularly given the record production volumes achieved by Lima since acquisition. MFA only G&A expenses were approximately $15 million for the quarter, which is in line with the prior quarter. Other loan portfolio related costs, meaning those not related to Lima One loan origination and servicing, were $12.3 million, which is higher than a typical quarterly run rate, as it includes approximately $5.2 million of securitization deal related expenses. Because we have elected the fair value option on recently completed securitization deals, GAAP does not permit us to capitalize these costs. Turn to Page 10. 2021 was one of the hottest years for home prices in over two decades. Prices increased year-over-year rate of almost 20%, fueled by historically low rates, coupled with limited supply. In recent months, we have seen rates move higher with the 30-year conforming mortgage rate hovering around 4%. Increased mortgage rates should have a dampening effect on home prices. However, the severe lack of supply may still continue to push prices higher, albeit at a reduced rate. Labor market is strong. Unemployment is at 4%, and wages are rising at some of the fastest levels in recent history. MFA is focused on mortgage credit, continues to perform well and benefits from the current economic tailwinds. Turning to Page 11. MFA was active in the fourth quarter, adding $950 million of nine-term loans to the portfolio. We grew our base of originators over the quarter and strengthened existing relationships. Currently in the market with securitization and although we have seen widening in spreads, we expect to continue to be a programmatic issuer of securitizations as it is still the most efficient form of non-mark-to-market term financing. The credit on our portfolio has improved significantly from the onset of COVID in 2020. 60 plus day delinquencies are now down to 3.5%. We have yet to suffer a credit loss on our non-QM portfolio, as a few loans taken to REO were subsequently sold for gains. Many loans that experienced delinquencies end up getting paid in full as our borrowers have equity in the property to sell their property themselves. The weighted average original LTV for borrowers that are 90 plus days delinquent is 65, and that does not account for any potential home price appreciation post origination. Turning to Page 12. After September's announcement from the FHFA and Treasury to suspend the 7% cap on investor loan purchases for Fannie Mae and Freddie Mac for at least one year. Pricing for agency investor loans became less attractive and we significantly slowed purchases in the fourth quarter. We utilize TBA hedges against his portfolio, which helps protect against rate moves and spread widening over the quarter. We executed on our second securitization of this collateral in the fourth quarter of 2021, and expect to execute a third in the coming months. We do not expect further growth to this segment of the portfolio out of more favorable environment relating to loan pricing and or securitization execution. Turning the Page 13. Our REO portfolio of approximately $900 million continues to perform well, 81% of our portfolio remains less than 60 days delinquent. And although the percentage of the portfolio 60 days delinquent and status was 19%, almost 30% of those borrowers continue to make payments. Prepay speed in the fourth quarter increased further to a three month CPR of 18%, combination of the length of time our borrowers have remained current on their mortgage and home price appreciation and unlocked refinancing opportunities for many of our borrowers. We have a small amount of borrowers still receiving COVID assistance and believe that any impact from COVID will be minimal on the retail portfolio going forward. Turning to Page 14. Our asset management team continues to drive strong performance of our NPL portfolio. The team has worked in concert with our servicing partners to maximize outcomes on our portfolio. 38% of loans that were delinquent at purchase are now either performing or paid in full. 49% have either liquidated or REO to be liquidated. Our sales of REO properties have continued at an accelerated pace at advantageous prices. Over the quarter, we again sold almost 3 times as many properties as the number of loans converting to REO. 13% still a non-performing status. Our modifications have been effective, It's almost three quarters are either performing or have paid in full. We are pleased with these results as they continue to outperform our assumptions at the time of purchase. Turning to Page 15. We closed the acquisition of Lima One on July 1, 2021, and realized an immediate impact on MFA's results in the second half of the year. As Lima One originated approximately $1 billion of high yielding business purpose loans in the second half of 2021, all of which were absorbed MFA's balance sheet. Fourth quarter activity was particularly robust, with over $600 million originate and in the fourth quarter, a 50% increase, over third quarter origination, and a record quarter for the company. First quarter is usually the slowest month in the BPO space, but we maintain strong momentum into 2022 with approximately $200 million originated in January. A key benefit of the acquisition is Lima's ability to provide MFA with a reliable flow of high quality, high yielding asses, that are difficult to source in the marketplace. When we announced the transaction in May, we mentioned that we believe that Lima had the potential to grow substantially beyond the run rate at the time of $1.2 billion in annual origination, that has played out faster than we expected as Lima originated over $1.6 billion in 2021, about 33% more than we expected at the time of acquisition. This tremendous result is in many ways due to the time and energy we spent around the deal closing to develop a clear strategic plan for Lima One business, including short and long-term goals for the management team, as well as exceptional execution by the management team throughout the second half. We have improved financing costs, and expanded financing options by adding multiple new warehouse lines and issuing securitizations. We passed some of those efficiencies onto Lima's borrowers in more competitive pricing across most of Lima's product offerings. This is a lot of Lima to be more competitive, and grow volumes across all of our loan product offerings. With Lima track record, increased volume, and strategic marketing efforts, we continue to see Lima's brand in the BPO space grow. They're widely recognized as one of the nation's leading BPO lenders, and uniquely offer a diverse set of BPO products for short and long term investment strategies. The increased volume would not be possible without the strong operational infrastructure Lima One has built, which has shown an impressive ability to scale up origination volume quickly while maintaining origination quality. We are excited about the progress we have made this year with Lima One, and continue to see great opportunities to grow their origination footprint and gain market share. As you mentioned earlier, the first quarter is off to a great start, and we expect origination volume in 2022 to exceed 2021. In addition to the benefit of adding assets to our balance sheet, Lima has a profitable company. The amount generated $10.2 million of net income from origination and servicing activities in the quarter, representing an annualized return on allocated equity of approximately 30%. And finally, we closed our second business purpose master loan securitization in the fourth quarter, with approximately 90% of the collateral consisting of Lima One originated loans. With increased rental loan acquisition volume from the Lima One acquisition, we expected to our third business purpose rental loan securitization in the first half of 2022. Turn to Page 16. Here we will discuss the fix and flip portfolio. The portfolio grew by $137 million, or 23% in the quarter. Loan acquisition activity rate remained elevated due to Lima One acquisition as we added approximately $220 million UPB with over $370 million max loan amounts in the fourth quarter, and have added over $110 million max loan a month in January. As a reminder, fix and flip loans financed the acquisition, rehabilitation, and construction of homes. Typically, a certain amount of the loan is held back in the form of a construction hold back, which explains the difference between UPB on day one and the max loan amount, which represents a fully funded loan at the completion of projects. With a persistent increase in fix and flip acquisition activity, we are actively exploring securitization options for our fix and flip portfolio, and expect to make securitization a consistent part of our fix and flip financing strategy. The UPB of 60 plus days delinquent loans were relatively unchanged at $109 million in the fourth quarter, but declined significantly in 2021 as it dropped by over $50 million. 60 plus days delinquency as a percentage of UPB declined 3% to 15% at the end of the fourth quarter. A few things to note here is that, all the loans that are 60 plus days delinquent except one were originated prior to April 2020, and are simply working their way through the appropriate loss mitigation activities. And, Lima one originated fix and flip loans held by MFA have only about 4% 60 plus days delinquency, speaking to the quality of the origination and servicing. The strong housing market, generally favorable economic conditions, and the efforts of our BPO and asset management teams have led to good progress and seriously delinquent loans. We continue to see a sizable amount of loans pay off and full out of serious delinquency. And loans payoff in full from serious delinquency, we often collect default interest, extension fees, and other fees of payoff. For loans where there's meaningful equity in the property these can add up. Since inception, we have collected approximately $6.5 million in these types of fees across our fix and flip portfolio. Turning to Page 17. Our single-family rental loan portfolio continues to deliver attractive yields, and accepted strong credit performance, with 60 plus day delinquencies declining 90 basis points in the quarter to 2.6%, and fourth quarter portfolio of 5.16%. Purchase activity remained elevated in the fourth quarter as we added approximately $250 million of single family rental loans in the quarter. As a result, our portfolio grew by 29% in the quarter to over $920 million at the end of the year. Acquisition activities have remained robust in the first quarter, as we've already added over $80 million in the month of January. The acquisition of Lima One has significantly boosted our ability to source single family rental loans, and we believe that we will continue to grow our single family rental loan portfolio in the near future. We issued our second rental on securitization in the fourth quarter. The deal was backed by approximately $284 million of loans, we sold bonds representing about 91.5% of loan UPB with the weighted average coupon of approximately 2.15%. Approximately 75% of our single family rental portfolios financed with non-mark-to-market financing almost 60% through securitizations. We've done two single family rental securitization, and expect to continue to programmatically execute securitizations to efficiently finance our single family rental loss. We believe that we produced solid results in a difficult fourth quarter of 2021, and we're very pleased with our results and the successful execution of our strategic initiatives for the year. Our portfolio growth coupled with securitization financing, should enable us to continue to produce consistent net interest income. A thriving Lima One will continue to provide us with the means to generate high quality assets at attractive yields. And MFA's focus on residential mortgage credit should position us well as we enter a year that will surely challenge investment strategies that are dependent solely on rates. ","q4 earnings per share $0.08. qtrly net interest income increased on a sequential quarterly basis to $70.1 million. " "As with last quarter, let me first begin with some comments on the current state of the market and what we've seen so far and briefly update you on the actions that Mistras has taken to keep our employees, customers and partners safe while simultaneously mitigating these challenging conditions. First, let me say that I'm extremely proud of how our team has responded to current conditions. They have remained focused on the safety and well-being of our associates, clients, and partners. They are continuing to deliver outstanding services which is helping our clients best manage through these unprecedented times, all the while positioning Mistras to emerge from this global pandemic stronger and better prepared to further our industry leadership. In the first quarter, we posted solid operating results with revenues better than forecasted and our asset-light business model has continued to generate positive cash flow for which we have become well-known. We have achieved this despite a quarter that experienced the dual impacts of a weak energy market continuing from late last year and the global pandemic that began to take root toward the end of the first quarter. As it became clear that we were entering a period of incredible uncertainty, we took immediate action to adjust to these new realities. The immediate focus was on things that we could control, with our goal being to preserve and protect our reputation and to reinforce our position as our customer's preferred partner. So we doubled down our efforts to provide our customers with the high quality of service in which they have come to rely upon from Mistras. We found innovative new uses for our technology. MISTRAS Digital to help customers lower their cost and this is currently getting a high level of interest. We believe this dedication to the needs of our clients not only enhances our franchise today but establishes a solid foundation on which to build upon the market’s eventual recovery. At the same time, we took decisive actions in response to this new business environment. We have significantly reduced cost, we've cut capex in line with revenue expectations and are more effectively managing working capital to maintain and enhance our positive cash flow. We have accelerated some of the structural changes to improve margins while deploying technology to further improve productivity. I and other members of the executive team along with nearly all salaried employees have taken pay cuts and our Board has also forgone some of their compensation. Additionally, we have made adjustments to our variable headcount and broadly rationalize our assets to align with anticipated future levels of activity. We are taking these actions while maintaining our commitment to delivering superior services which help our customers increase their efficiency, reduce their costs, and improve their outcomes. Consequently, we continue to forge ahead in areas that offer the greatest returns. For instance, customers are anxious to adapt digital technology that will help them improve efficiencies, as well as transition to more predictive solutions. In this respect, we continue to work with our customers to leverage our MISTRAS Digital solution that helps reduce non-productive time and improve labor and asset efficiency. Complementary to MISTRAS Digital is our industrial Internet of Things offerings such as remote sensor monitoring where we are having great success as our MISTRAS Digital ruggedized tablets are that are revolutionizing field reporting and we are seeing a steady increase in our mechanical work. All of these actions and initiatives are helping diversify our revenue streams and significantly strengthen our foundation for long-term growth and profitability. And while our customers in the energy industry are trying to stretch their dollars just like everyone else's, they nevertheless have an obligation to keep their facilities in compliance with regulations and operating at top efficiency. So we are sensing new opportunities in even this environment of demand contraction. We believe the second quarter should represent the largest deviation with our revenues potentially down as much as the high 30% range from a year ago. April looks like it should be a peak revenue decline as we are already sensing that May will be better and June could potentially see further improvement if oil prices continue to recover and states continue to relax shelter-in-place orders. The third quarter and fourth quarter will then be expected to rebound nicely. Given the impact of COVID-19 to our business, we did perform an assessment of the carrying value of goodwill and other intangibles in the first quarter of 2020 and the result was that we recorded non-cash impairment charges of $106 million. Ed will go through the details. With our expectation of positive operating cash flow, each quarter this year, limited capital expenditure needs and our amended credit agreement, we have sufficient liquidity to support our operations and this would be while simultaneously reducing outstanding debt by the end of the year, including $4.5 million already paid down in the second quarter. Our job is to build on the legacy Mistras has created over the years and it is our vision to take Mistras to the next level through more integrated programs and more predictive intelligence that will define our industry in the future. First quarter revenues were somewhat better than expected, down a little less than 10% from a year ago. As anticipated, our oil and gas revenues in our Services segment saw the largest decline, which was somewhat offset by nearly $2 million improvements in domestic aerospace and defense. Conversely, revenues in our International segment were impacted by a decline in European aerospace revenues where production at our large facility in France was hampered by that country's complete shutdown, as well as a continued run-off of the staff leasing business in Germany. Gross profit for the quarter was $40.6 million or 25.5% with margins down from a year ago, mostly due to underutilization resulting from the decrease in revenues. To a much lesser extent, margins reflected a somewhat tighter pricing environment. On a segment basis, both Services and International revenues were down. Services primarily due to the weakness in energy markets, while International experienced a decrease in aerospace revenues, driven by the wind-down of staff leasing and the adverse foreign currency translation impact. Gross margins were also down from a year ago, consistent with the decrease in revenues. Selling, general and administrative expenses decreased from a year ago despite the addition of New Century's overhead to this year's cost. Early in the second quarter of 2020, we initiated a cost reduction and efficiency program, which should reduce the run rate of overhead by approximately 10% beginning in the second quarter, a reduction we believe is consistent with our outlook for the year. This program includes temporary adjustments to capital spends, reduction in travel and certain R&D, limiting of new hires, and the scaled reduction for salary expenses for essentially all overhead positions. Also, note that all non-employee members of our Board also took a reduction in their compensation during the second quarter. We typically review goodwill for impairment each October 1 or whenever events or changes in circumstances indicate that the carrying value of goodwill and intangibles may not be recoverable. COVID-19 and the related impact to crude oil prices was deemed to be a triggering event requiring us to perform an interim assessment. As a result, we recorded a non-cash charge of $106.1 million for permits in the first quarter of 2020, comprised of $77.1 million related to goodwill and $29 million related to primarily intangible assets. On an after-tax basis, this was $92.1 million or $3.18 per diluted share exclusive of a $0.02 per diluted share benefit from other special items or $3.16 per diluted share on a net basis for all special items. Although we were in compliance with our bank covenants as of March 31, 2020, we nevertheless executed an amendment effective May 15, 2020, to gain additional covenant flexibility. We maintained the remaining maturity of our existing credit agreement through December 2023, including a $93.75 million term loan, but we reduced our revolving credit line to a maximum of $175 million to save cost related to the unused commitment, while ensuring a sufficient level of liquidity to fund our business. We additionally maintained a $100 million uncommitted accordion within the amended credit agreement for potential expansion in the future. Our net debt, total debt less cash, and cash equivalents was $241 million at March 31, 2020, compared to $239.7 million at December 31, 2019. Gross debt increased by $3.3 million during the first quarter of 2020 from $254.7 million at the end of the year to $258 million at March 31, 2020. As Dennis mentioned, we have already paid down an additional $4.5 million of debt in the second quarter of 2020. Reiterating one of our key themes. Our business has historically generated strong cash flow. In the first quarter of 2020, we further enhanced that reputation with cash from operating activities of $6.1 million. We did utilize a little over $4 million for capital expenditures in the first quarter, in line with our goal to reduce total capex this year from our typical run rate, in line with revenue expectations. We recorded a net loss of $98.5 million for the first quarter of 2020 compared with a net loss of $5.3 million in the prior-year period, due primarily to the aforementioned non-cash impairment charges. But we did nevertheless generate adjusted EBITDA of $5.4 million for the second quarter of 2020 and our goal remains to maintain adjusted EBITDA as well as positive operating cash flow in each quarter of this year. Ongoing macro concerns attributable to the impact of COVID-19 coronavirus continue to put crude oil prices under intense pressure. Given the continuing economic uncertainty, we are not providing guidance for the full year of 2020. We do anticipate revenues for the second quarter of 2020 to decrease up to a high 30% range from the prior-year period level although cash from operations and adjusted EBITDA are expected to remain positive. While it is extremely difficult to forecast with any degree of certainty at this time, we are optimistic that consolidated revenue in the second half of 2020 will be higher than that of the first half of 2020 with corresponding improvements in both cash flow and adjusted EBITDA. This outlook is contingent on continuing macroeconomic improvements, including stabilization in crude oil prices and relaxing of certain stay-at-home mandates. We are confident in our sustainable business model and we remain firmly committed to carrying on our strategy today and over the long term. Mistras is essential to global energy infrastructure as well as to the aerospace, alternative energy, and other industries whether at our facilities or those of our customers' our teams are hard at work ensuring the safety and security of valuable assets, while observing today's coronavirus inspired rules of engagement. We are far from out of the woods. We intend to keep a consistent eye on our expected revenues and be sure we match our resources accordingly. The crude oil prices have recently stabilized and are beginning to improve and more states around the country are beginning to relax some stay-at-home restrictions. Conversations with our customers have become more constructive. These are all positive signs and much different than the signals we were hearing in mid to late March. Mistras intends to emerge from this pandemic stronger, determined and prepared to capitalize on the opportunities, which we believe exist within our industry. Customers know they can count on Mistras to be there when they need us. We have deep relationships built over years of dedicated service delivering on time and on budget and we are developing new age tools that customers know they're going to need as budgets shrink and we all have to learn how to do more with less. We are excited about Mistras's future and are committed to our success. Our industry is under intense pressure to optimize the efficiency of their assets and to continue to comply with increasingly complex safety, environmental, and other regulations. This is creating a growing demand for our services. In the short run, that trend may be disrupted, but over the long-term, we think these factors will drive growth in our markets and we intend to outpace that growth. Our utmost concern remains safety of our employees as well as those of our customers and the many other Mistras associates. Let me again state my deep appreciation for the hard work all the Mistras technicians and professionals are doing to keep our customers' assets safe while facing all the challenges, they must endure to get the work done. Let me also commend all the administrative and management Mistras folks for finding a way to make this new normal work for us. Our focus on cash generation, collection, and normal administrative processes has not diminished one bit and we are as strong and nimble as we ever have been. I also want to sincerely recognize the patience of our long-term shareholders who continue to support us through this journey. Gigi, please open up the phone lines. ","mistras group not providing guidance for full year 2020. strategic actions implemented to lower costs further in 2020. covid-19 and related impact on crude oil prices trigger non-cash impairment charges of $106.1 million in quarter. not providing guidance for full year 2020. does anticipate revenues for q2 to decrease up to high 30% from prior period level. optimistic that consolidated revenue in h2 of 2020 will be higher than h1 of 2020. " "Please remember that such statements are only predictions. Actual events and results may differ materially as a result of risks we face, including those discussed in Item 1A of our annual report on Form 10-K. Management uses this information in its internal analyses of results and believes this information may be informative to investors in gauging the quality of our financial performance, identifying trends in our results and providing meaningful period-to-period comparisons. And with that, I'll hand the call over to Rick. The company's operating income margin was 11.8% for the quarter. Our better-than-expected results were driven by the high level of COVID response work revenue in the U.S. segments and employment services work in Australia, which experienced higher-than-expected volumes of activities. Since our February 4th call, we have continued to win a substantial amount of new work as MAXIMUS plays an integral role helping government customers serve their citizens during the pandemic. Our revenue attributable to COVID response activities, such as contact tracing, unemployment insurance, CARES Act communications and vaccine communications were $242 million for the second quarter and $402 million year-to-date. We project COVID response revenue will now range between $800 million and $850 million for the full fiscal year. Our Australia Employment Services business achieved a high level of performance in the quarter as job seekers were able to find and sustain work as the Australian economy opened up. The performance on this contract has improved faster than we projected, resulting in higher second quarter revenue and profit for our Outside the U.S. segment. The organic growth rate for the second quarter of fiscal 2021 was 12.8% or 29% excluding the census contract revenue reduction. Results for the quarter included one month of Attain operations from the acquisition date of March 1st, which added approximately $20 million of revenue and $3 million of operating income after the expense related to amortization of intangible assets. I will now take you through our segment results, starting with U.S. Services. Second quarter fiscal 2021 revenue in the U.S. Services segment increased to $448.2 million, driven by an estimated $175 million of COVID response work. The segment operating income margin was 18.5% and reflects better-than-expected operating results for the COVID response programs that offset the significant revenue and profit headwinds to some core programs related to the pandemic. The segment continues to be affected by the pause in eligibility redeterminations for Medicaid and the timing of some core programs returning to pre-pandemic levels remains uncertain. I would like to emphasize that we cannot predict the relationship between core program improvement and the conclusion of the COVID response work. Our full year expectations for the U.S. Services segment remain unchanged with a 17% to 18% full year operating margin predicted. Revenue for the second quarter of fiscal 2021 for the U.S. Federal Services segment decreased to $330 million due to the conclusion of the census contract, which contributed $133 million less revenue this quarter as compared to the prior year period. As I mentioned earlier, segment results included a 1-month contribution from Attain of approximately $20 million. Excluding census, organic growth for the segment was 13% and driven by an estimated $56 million of COVID response work revenue. COVID response work continues to backfill some of the temporary pandemic related shortfalls created by reduced volumes, revenue and profit from accretive performance-based contracts in this segment. The operating income margin for U.S. Federal was 7%. We announced two acquisitions in the quarter for U.S. Federal services. As we disclosed on March 1st, Attain is estimated to contribute $120 million to $140 million of revenue for the seven months of the fiscal year. The pro forma trailing 12-month adjusted EBITDA for Attain is approximately $32 million, which indicates Attain is expected to be accretive in fiscal 2021. We present adjusted EBITDA in the management's discussion and analysis section of our Form 10-Qs and 10-Ks. The full year segment operating income margin expectations for the U.S. Federal Services segment has improved from 6% to 7% previously forecasted to approximately 8%. This is before including the acquisition of Veterans Evaluation Services or VES that we announced on April 21st, with an expected close date in our third fiscal quarter. Due to their fixed price nature, the VES contracts will naturally carry an operating income margin that is greater than our U.S. Federal historical average over the past three years. Adding NBES, our full year fiscal 2021 guidance for the U.S. Federal Services segment improved to between 9% and 10% for segment operating income margin. Turning to Outside the U.S. segment, revenue for the first quarter of fiscal 2021 was $180.9 million. This segment experienced the most pronounced negative impacts from the pandemic, and last year's second quarter resulted in an operating loss of $26.7 million. This year, the segment's second quarter operating income was $15.1 million, and the margin was 8.3%. As I mentioned, the better-than-expected results for the Outside the U.S. segment were largely due to Australia, where market conditions continue to create and sustain job opportunities in conjunction with our team, pushing performance and efficiency initiatives. On our February four call, we noted that there was strong demand for employment services in the Outside the U.S. segment. Our employment services contracts typically experience start-up losses in the early phases of their operations, and our prior guidance included our best estimate at that time. Since then, we have won more new employment services work than we projected. On April 26, we announced a significant win in the U.K. on a program named U.K. Restart, where we secured two of our preferred regions. In addition to this win, the Outside the U.S. segment has exciting new employment services programs in Saudi Arabia, Sweden, South Korea and Italy. Due to the start-up nature of these contracts, there will be start-up losses incurred in the third and fourth quarters in the Outside the U.S. segment as revenue ramps into the next fiscal year. The U.K. Restart is responsible for the largest share of the incremental start-up loss. These start-up losses are more heavily weighted to the fourth quarter of fiscal 2021. The profitability of all of these Outside the U.S. start-up contracts is expected to exceed 10% over the life of the contracts, given their performance-based nature and the strong demand for employment services. These contracts range in length from one year to six years. We expect significant improvement to the financial contribution from these contracts in fiscal 2022. With the start-up losses, the fiscal 2021 full year margin for Outside the U.S. is expected to be in the low single digits, with the fourth quarter swinging to a loss as activity picks up on the U.K. Restart program. Let me turn to cash flow items and the balance sheet. At March 31, 2021, we had $240 million of borrowings on our $400 million corporate credit facility. We had cash and cash equivalents of $101.7 million. DSO was 70 days at March 31, 2021, including Attain on a pro forma basis. This compares to 75 days at December 31, 2020, and 72 at March 31, 2020. Cash flows were strong in the quarter, with cash from operations of $181.6 million and free cash flow of $167.1 million for the three months ended March 31, 2021. Given the two significant acquisitions we recently announced, I will expand on my usual capital allocation remarks. The financing required for the VES transaction will result in initial leverage estimated to be approximately 2.7 times debt over pro forma adjusted EBITDA. Pro forma adjusted EBITDA is calculated by using the last 12 months of EBITDA for MAXIMUS in accordance with our existing credit facility, plus estimated EBITDA for Attain and for VES, assuming the acquisitions were included in our operating results for the entire trailing 12-month period. Traditionally, MAXIMUS has maintained low leverage. We strive to be good stewards of shareholder capital and believe that we are appropriately selective in the acquisitions we pursue, focusing on those that we believe are both consistent with our strategy and will enable us to drive future organic growth. On the April 21st VES announcement call, I indicated that we would pause significant M&A activity while we integrate Attain and VES. We want to prioritize integrating these two respected companies. Accordingly, we'll use most of our free cash flow for the next several quarters to pay down debt. Our aim is to maintain our leverage ratio below 2.5 times. We have long-term contracts and longer-term relationships with customers, solid rebid win rates and satisfactory new work win rates to assure reasonable and stable operating cash flows in the future. Our expected future cash flows permit us to comfortably pay the debt service, to execute selective tuck-in M&A transactions, to invest in our business organically, and to pay the quarterly dividend, which we evaluate each quarter. We will continue to search for and execute tuck-in transactions that are accretive, deliver good value and have a strong potential to drive future organic growth. Guidance for the remaining half of fiscal 2021 is complicated by four factors. One, the nature and longevity of COVID response work that we have been winning and performing. Two, the two acquisitions we announced. Three, the impact of the significant start-up contracts Outside the U.S. And four, the negative impact of the COVID pandemic on some of our core programs. Let me address these factors in that order. First, the COVID response work we have earned to date and project to earn in fiscal year 2021 is much greater than anticipated when we communicated our first quarter results on February 4th. I as I mentioned, we are now forecasting $800 million to $850 million of COVID response work in the full fiscal year 2021. We expect this work to diminish over time and accordingly, project a drop in the fourth quarter as compared to the third quarter. Second, we have included the acquisition of VES in our guidance, assuming the transaction closes in the beginning of June. When we announced the deal on April 21st, we disclosed the estimated revenue from June through September to be $160 million to $175 million. There are one-time expenses of approximately $13 million for the VES transaction. There is interest expense tied to the term loan borrowings that we will use to finance the acquisition. We are still finalizing the intangible valuation. But based on what we are seeing today, the VES acquisition will be slightly dilutive to earnings per share for the remainder of fiscal 2021. Third, we have start-up losses planned Outside the U.S. with a more meaningful effect felt in the fourth quarter. Fourth, we are assuming the negative impacts related to the public health emergency persist through the remainder of the fiscal year 2021, as signaled by the January 22nd letter from the then Secretary of the Department of Health and Human Services to the U.S. governors. We are assuming the public health emergency will continue past our fiscal 2021 yearend. All of that together, we now expect total company revenue to be in the range of $4 billion to $4.2 billion for fiscal '21, and our estimated diluted earnings per share to be in the range of $4.20 to $4.40 per share. Cash from operations is expected to be between $400 million and $450 million and free cash flow is expected to be between $360 million and $410 million. The guidance range is wider than typical at midyear, but is necessary to account for the volatility in the COVID response work. The midpoint of our guidance range for revenue indicates an expected organic growth rate of 9.9% for fiscal '21 as compared to fiscal '20. We also considered the impact of the COVID response work and the census contract and calculated an expected adjusted organic growth rate of approximately 6% for fiscal '21. Our effective income tax rate should be in the range of 26% to 27% for the full fiscal year 2021 and weighted average shares outstanding in the range of 62.2 million and 62.3 million shares. Our effective income tax rate is being impacted by the high level of income in Australia and the reduced income in the U.K. caused by the start-up contracts. The $4.30 midpoint of updated guidance implies reduced earnings in the second half of fiscal 2021 as compared to the first half. We anticipate a step down of third quarter earnings compared to second quarter results, which is primarily driven by some one-time costs for the VES transaction. We anticipate an additional step down of fourth quarter earnings compared to the third quarter created by the increased impact of the start-up contracts in the Outside the U.S. segment and the reduced forecasted levels of COVID response work. Let me make a few comments as we consider fiscal 2022. The amount of revenue we expect from the two acquisitions is estimated to be between $700 million and $750 million. While we do expect some of the COVID response work to continue into fiscal year 2022, it is extremely difficult to predict. Equally hard to predict is the timing and impact of the public health emergency on Medicaid redeterminations and the resulting increase to MAXIMUS revenue. Our forecasting precision remains limited due to ongoing volatility created by the pandemic as you see with the results announced today as compared to our estimates three months ago. Bruce and I are grateful to our busy and hard-working teams around the world. We are responding quickly to customers needing help with vaccine administration, working hard on large scale, existing and new employment services programs and beginning to integrate two important acquisitions with valued team members. Since I transitioned into the CEO role in 2018, I've spoken about our 3-pronged strategy to accelerate our progress and drive the next phase of our growth through first, digital transformation within the Government Services market, enabling new solution offerings to address the mission requirements of our customers and improve overall service delivery across our operations. This began with improved tools for citizen engagement and process automation and is evolving to include new capabilities in artificial intelligence and machine learning, natural language processing and advanced analytics to enhance our competitive position. Second, clinical evolution to address long-term macro trends driving demand for independent and conflict-free business process management, or BPM services, with a more clinical dimension, while maintaining the foundational elements of our business, operating customer engagement centers and providing case management services. And third, market expansion as we evaluate adjacent and emerging markets, organically grow the portfolio and acquire capabilities and contracts to establish a foothold in these markets. We also consider our customers' longer-term visions for reengineering social program delivery models and, of course, macro trends. We aim for expansion that's a natural complement to our core services globally. Today, I will focus on how recent efforts are aligning with these three strategic priorities, including the two acquisitions, recent wins and COVID-19 implications. As you know, in March we announced the acquisition of the federal business of Attain, furthering two of our primary strategic pillars. By first, accelerating our digital transformation by strengthening our technology capabilities in application development and modernization, enterprise business solutions, cybersecurity and the data sciences, including advanced analytics and machine learning. These capabilities address federal IT spending imperatives and priorities while also being applicable to our BPM solutions. And secondly, expanding further in the U.S. Federal market into new departments and agencies, such as the Securities and Exchange Commission and Department of Homeland Security as well as within our common clients such as the Department of Health and Human Services. While our integration is still in its early days, already I'm pleased to see how our teams are working together to address pipeline opportunities with our strongest capabilities and to share experience and skills to improve the solutions we're delivering to our federal customers. As I spoke of briefly when we first announced the transaction, Attain brings innovation and experience in many competencies that are in greatest demand in federal, while MAXIMUS brought scale in highly desirable contract vehicles like Alliant 2. Together, we can now address opportunities where neither company would have previously been competitive. Further executing on our strategy, we most recently announced an agreement to acquire privately held Veterans Evaluation Services or VES, a premier provider of medical disability examinations, or MDEs, to the U.S. Department of Veterans Affairs, the VA. This significantly advances our strategic aim of clinical evolution while meaningfully expanding our presence in the VA. As Rick stated, we expect to close this transaction in the third quarter. While our independent clinical assessments business has been growing at the U.S. state level through our 2016 acquisition of Ascend and subsequent organic growth primarily in Medicaid related long-term care assessments, VES' expertise will create an opportunity for such growth at the federal level. As a result, the independent health and disability assessments and appeals portion of our business will comprise a larger share of our overall portfolio and pipeline, lending further credibility to our organic growth efforts with other federal departments and in nonfederal markets. The acquisition comes at an important time for the VA as the Veterans Benefits Administration, or VBA, has been focused on reducing the inventory of exams that naturally has grown during the pandemic, while preparing for the future needs of veterans with qualifying conditions. To that end, and as they've done periodically in the past, the VBA recently launched a market assessment to better understand industry capacity and capabilities. Through our combination, we believe MAXIMUS and VES bring the credibility and quality of an established partner and ability to rapidly add clinical capacity and invest in technology innovation that will benefit veterans and the VBA. Our goal is to both contribute to the timely reduction of pandemic related inventory and be the partner of choice as the MDE program continues to develop. Our acquisitions of Attain and VES as well as Acentia in 2015 and Citizen Engagement Center Operations from GDIT in 2018 help us play a more meaningful role in the U.S. Federal market as we build scale, expand and diversify our customer base and improve our competitive advantage. Concurrent with these acquisition efforts, we continue to win COVID-19 related work at the state and federal level, as Rick discussed in his remarks. This includes the recently posted CDC Vaccination Hotline Award, illustrating the trust that government places in MAXIMUS based on our historical performance. While COVID-19 work is generally planned to be shorter-term in nature, we remain well positioned to adjust as the pandemic related needs of our customers continue to evolve. These efforts also allow us to meet new customers, expand into new areas of service with existing customers, and increase our impact on their behalf. Through this work, we build longer-term references and past performance credentials that are advantageous in future bidding. For instance, in areas like unemployment insurance, the demonstrated value of our model is creating opportunity for longer-term relationships with state Departments of Labor as they see the benefits of the flexibility and accountability we can provide in delivering outcomes that matter in more routine program areas. Further, our ability to stand up solutions quickly during challenging times, using effectively our modular capabilities, makes event-driven work, a beneficial element of our business model in response to less predictable but regularly recurring government needs. Our investment in the digital transformation of Citizen Services, coupled with our decades-long experience, have been recognized by our government customers during this pandemic as we responded to real-time requests to quickly deliver support and services. Our Outside the U.S. teams are securing some exciting new wins as well. As Rick mentioned, in the United Kingdom, we were recently awarded two prime contracts in our preferred regions to deliver the Restart program, which provides 12 months of tailored and community-based support for people that have been unemployed long-term and directly impacted by the pandemic. This contract was procured through the CARES framework, which I mentioned in my remarks in the fourth quarter of the last fiscal year, and is used for contracting national employment support programs. Adding emphasis to Rick's earlier point, start-up costs are typical with significant new contracts like this one. Therefore, we anticipate Q3 and then Q4 earnings will step down sequentially as a result, followed by a subsequent rebound driving earnings estimates upward in fiscal year 2022. These programs create long-term shareholder value and will operate within our expected corporate range of profitability. This is not the first time we've accepted start-up losses for a longer-term and more significant future benefit. In total, the two contracts, the maximum that could be won by a single provider, are valued at more than USD960 million, GBP690 million over the base and option periods totaling six years. MAXIMUS U.K. will be recruiting more than 1,500 people to deliver the program. We have a long history of supporting workforce services in the U.K., establishing our foothold in the U.K. employment and training marketplace in 2008 during the economic recession. This solid platform, history of excellent performance and strong client relationships have provided the necessary credentials to expand employment focused programs, as illustrated by this award. While this new work has provided some positive offset, our core operations in the U.K. continue to face disruption as a result of the pandemic. This negative impact continues to be driven by temporary volume and revenue declines as well as a pause on face-to-face assessments. Although we continue to face decreased volume across some of our geographies, in Australia we are seeing strong volumes as the economy reopens. Demand is holding more than we anticipated during the holiday season and serves as an example of anticipated volume return as certain countries slowly begin to emerge from the pandemic. All in all, we will remain dedicated to addressing COVID-19 implications with our customers while driving organic growth opportunities across the business. In that spirit, I will now turn to new awards and pipeline as of March 31st. As of the second quarter of fiscal 2021, signed awards were $1.11 billion of total contract value at March 31st. Further, at March 31st, there were another $1.28 billion worth of contracts that have been awarded but not yet signed. I should note that the CDC Vaccination Hotline and U.K. Restart contract awards were subsequent to our March 31st cutoff. Let's turn our attention to our pipeline of addressable sales opportunities. Our total contract value pipeline at March 31st was $35.6 billion compared to $31.6 billion reported in the first quarter of fiscal 2021. Of our total pipeline of sales opportunities, 67.4% represents new work. The hardest thing to get right in any integration is culture, and we've been very focused as an integrated leadership team on getting that right for all employees. Our goal for our colleagues from both Attain and VES is that you will have more opportunities to take on new challenges to advance your careers and to be rewarded for quality work. We have been fortunate to have been well positioned to respond to the needs of government at a very challenging time. This has been possible only through the efforts of more than 35,000 colleagues worldwide and tens of thousands of delivery partner staff. And with that, we will open the line for Q&A. ","anticipates fiscal 2021 revenue will range between $4.0 billion and $4.2 billion. anticipates fiscal 2021 diluted earnings per share will range between $4.20 and $4.40 per share. for fiscal 2021, cash from operations expected to range between $400 million and $450 million and free cash flow between $360 million and $410 million. " "I'd like to remind everyone that a number of statements being made today will be forward looking in nature. Please remember that such statements are only predictions. Actual events and results may differ materially as a result of risks we face, including those discussed in Item 1A of our most recent Forms 10-Q and 10-K. Management uses this information internally to analyze the results and believes that may be informative to investors in gauging the quality of our financial performance, identifying trends and providing meaningful period-to-period comparisons. And with that, I'll hand the call over to Rick and David. As we announced in January, I will retire at the end of this month and David Mutryn will become the Chief Financial Officer on December 1. I am confident that David is the right person to succeed me as CFO to help guide Maximus in the future. It has been a privilege to be the CFO for Maximus and a great place to finish my career. I am proud of all that we accomplished together as a team during my time here. While we have been diligently reporting our contributions to shareholders, we have not discussed in this forum, the substantial commitments to ESG and our accomplishments in this area over the last five years. Maximus is a unique company dedicated to delivering better than average returns to all stakeholders, while simultaneously aligned with core ESG principles by making vital government services more accessible to millions of people. If you look at our progression on the MSCI framework, we began with a B rating in 2016 and currently hold a BBB rating for 2021. While BBB is a good score, we believe there is more progress to be made. Our commitment to ESG is a journey of continuous improvement. We view our ISS governance score of 2 as solid and we are quite pleased with our latest ISS social score of 1, both as of October 2021. Our recent ESG report includes our updated ESG materiality assessment and ongoing commitment to provide essential services to the most vulnerable citizens in the communities we serve. Fiscal year 2021 was the dynamic here with the COVID pandemic creating both challenges and opportunities. Maximus accomplished significant milestones this year, including winning and operating over $1 billion of COVID response work and closing two large and strategic acquisitions. We completed another significant acquisition in early October with the student loan servicing business for $5.6 million U.S. Department of Education owned borrower accounts, which we have branded as Aidvantage. The revenue increase was primarily attributable to COVID response work, which grew about $0.9 billion year-over-year and totaled approximately $1.1 billion for the year. Revenue also increased as a result of the Attain Federal and VES acquisitions, which together contributed $323 million of revenue in the year. On the bottom line, our full year operating income margin was 9.6% and diluted earnings per share were $4.67. As you know, operating income margin is calculated after the expense for amortization of intangible assets, which increased significantly due to the two acquisitions that closed during the year. Excluding the amortization expense, our operating margin would be 10.6% and our adjusted diluted earnings per share would be $5.19. Let me point out a few items specific to fourth quarter results. Number one, as expected, short-term COVID response work declined and totaled $225 million in the fourth quarter, which is $246 million less than in the third quarter. Number two, the fourth quarter included a write-off of fixed assets, leased assets and deferred contract costs pertaining to a contract in its start-up phase in the U.S. Services segment. While there are often puts and takes in our results, this was a $12 million detriment to pre-tax earnings or $0.14 diluted EPS, and the most significant reason, our results were below the midpoint of our guidance range. Number three, implied in our previous guidance was the low fourth quarter tax rate, but our tax expense was slightly more favorable. And number four, adjusting for COVID response work and revenue from the Census contract, our fourth quarter revenue showed normalized organic growth of 3.4% over the comparable prior year period. I'll now take you through segment fiscal 2021 results. For the U.S. Services segment, revenue increased to $1.66 billion as compared to $1.33 billion in the prior year. The segment experienced strong demand for COVID response work, which contributed an estimated $618 million of revenue to the segment in fiscal 2021 compared to an estimated $129 million of this type of work in the prior year. The segment operating income margin was 15.3% for the full year and 12.2% in the fourth quarter, which fell short of our expectations, due primarily to the single contract write-off I mentioned earlier. Excluding the write-off, the U.S. Services margin would be 16% for the full year and 15.2% in the fourth quarter. The segment's COVID response work helped offset the negative operating income impact on core programs, most notably, the pause in Medicaid redeterminations. The public health emergency has had multiple extensions, most recently of which occurred on October 15 and will remain in effect for 90 days. Despite the prolonged negative impact, the guidelines for assuming this work, as communicated by the Centers for Medicare and Medicaid Services, give us confidence that redetermination activities should resume in fiscal 2022. For the U.S. Federal Services segment, fiscal 2021 revenue increased 15.9% to $1.89 billion. The segment benefited from COVID response work and the two acquisitions, partially offset by the lower revenue due to the end of the Census contract. COVID response work contributed an estimated $466 million of revenue to the segment in fiscal 2021 compared to an estimated $71 million of this type of work in the prior year. As I mentioned, the two acquisitions contributed $323 million this year. The Census contract contributed $448 million less revenue than in the prior year. The operating income margin for U.S. Federal Services was 10% in fiscal 2021 as compared to 8.1% in the prior year. The segment's fourth quarter margin was 9.2% and fell short of our estimates. This was driven by several non-recurring investments made in the quarter that are expected to benefit our future operating results. The Outside the U.S. segment experienced strong demand for employment services in fiscal 2021 as it rebounded from the most pronounced impacts of the pandemic. Revenue for this segment increased approximately $200 million or 40% to $699 million. Operating income was positive $20 million or a 2.9% margin compared to a $34 million operating loss in the prior year. As we noted on the August earnings call, the fourth quarter of fiscal 2021 realized anticipated start-up losses, most notably, due to the U.K. restart program ramping. Let me turn to the balance sheet and cash flow items. As of September 30, 2021, we had gross debt of $1.52 billion and we had unrestricted cash and cash equivalents of $135 million. The ratio of debt net of allowed cash to pro forma EBITDA for the full year ended September 30, 2021, as calculated in accordance with our credit agreement is 2.3 times. This compares to 2.4 times at June 30, 2021. As we stated on our third quarter call, we used our free cash flow in the fourth quarter to reduce our debt. Cash flows from operations totaled $517 million and free cash flow was $481 million for fiscal 2021 as compared to $245 million and $204 million respectively for the prior year period. In addition to improved earnings, strong cash flows resulted from the decrease in the investment and working capital of more than $100 million. This was driven by good collections combined with advanced payments on new work and deferral of payroll taxes as permitted by the U.S. government. Pro forma DSO was 68 days at September 30, 2021 compared to 77 days for the same day last year. Our DSO target remains 65 to 80 days. Turning to fiscal year 2022 guidance. Revenue is projected to be between $4.4 billion and $4.6 billion. Diluted earnings per share is projected to be between $4 and $4.30. The midpoint of this guidance implies an operating income margin of 8.4%, which includes approximately $90 million of estimated amortization expense. Excluding the amortization expense yields adjusted diluted earnings per share of $5.07 to $5.37 and the implied operating income margin excluding amortization expense is 10.4%. We expect cash flows from operations to range between $275 million and $325 million and free cash flow between $225 million and $275 million. We are projecting that the investment in working capital will increase in fiscal 2022 as the payroll tax deferral is eliminated and the new work matures. We expect interest expense to be between $30 million and $33 million and the effective income tax rate assuming no change in U.S. federal rates should be between 25% and 26%. Absent share purchases, we would expect the weighted average shares to be between 62.5 million and 62.6 million. Turning to segment margins. We expect our U.S. Services segment to be between 13% and 14% for the year. We expect the U.S. Federal Services margin to be in the 10% to 11% range. This expectation includes the Aidvantage program, which we expect to deliver margins in line with similar BPO contracts in our federal portfolio over time. However, as with many of our contracts, we expect the Aidvantage contract to start with lower margins and increase as the program matures. Finally, we expect Outside the U.S. operating income margins in the 3% to 5% range. Let me provide some commentary on the guidance. On our top-line, the first notable item is COVID response work, which began winding down in the later stages of fiscal year 2021 and is currently expected to contribute about $250 million of revenue in fiscal 2022. COVID response work is predominantly tied to unemployment insurance support and vaccine administration with shorter periods of performance. It is important to note the relationships that began with COVID work are now leading to some longer term work, particularly related to unemployment insurance support. The second item is the start-ups Outside the U.S., including U.K. Restart. We forecast that these start-ups will add $150 million of revenue to fiscal 2022, which is unchanged from our thinking on the prior earnings call. The third item is acquisition. There will be full period revenue contributions from the Attain Federal, VES and the Aidvantage acquisitions. Combined, these three acquisitions make up approximately $1 billion of our forecasted fiscal 2022 revenue. If you separate out the COVID work, the acquisitions and a small amount of Census contract revenue in fiscal 2021, our top-line guidance reflects normalized organic growth of 18% with a profile that increases over the course of the year. This demonstrates that our core business growth engine is accelerating driven by new contract awards in fiscal 2021. We were successful in winning new work awards in the year with a total contract value of $3.5 billion. Of that, less than $1 billion was associated with COVID response work. Our largest single award was the U.K. Restart Programme with a total contract value of more than $960 million over six years. In addition, the U.S. segments were awarded several new contracts, all of which are longer term work. On the bottom line, we anticipate a slow start to fiscal 2022, but also a solid line of sight to a strong second half. There are two primary factors causing this. Number one, the continued delays in our core programs returning to pre-pandemic levels creates depressed earnings in the first half of fiscal 2022. As a reminder, we previously noted that the COVID work may decline before we see the corp programs return, which is what we are now experiencing. Number two, the start-up contracts in the Outside the U.S. segment, most notably U.K. Restart, will continue to ramp with operating losses in the first half of fiscal 2022. We continue to anticipate these programs will achieve breakeven by the midpoint of the year and significant financial improvement in the back half with performance in our corporate guideposts of 10% to 15% operating income margins over their lives. The start-up contracts are progressing well and are currently meeting our expectations. To quantify the steeper ramp in earnings, we forecast 60% to 65% of our operating income and earnings to be realized in the second half of fiscal 2022. While our earnings profile suggests a valley for the first half of the fiscal year, we anticipate exiting the year at a strong run rate. I noted the expected segment margin ranges earlier. The margins in all three segments are expected to improve over the course of the year as the quarterly revenue profile is expected to be less deep than earnings. We do not provide quarterly guidance, but I will share that the first quarter of fiscal 2022 is forecasted to look similar to the fourth quarter of fiscal 2021 after normalizing for the lower tax rate in the fourth quarter. Our guidance does reflect our expectation that the public health emergency will conclude and that redeterminations will restart in our third fiscal quarter. The Outside the U.S. start-ups are ramping up, and we have other portions of the fiscal 2021 new work awards that are scheduled to begin generating revenue in fiscal 2022. Delays to any of these items, many of which are outside our control, may cause revenue and earnings to move to the right and to potentially fall short of guidance for fiscal 2022. In closing, Bruce, Rick and I, along with the broader leadership team, are proud of how Maximus rose to overcome the unique challenges in the last two years and emerge a stronger company. We are pleased to see the underlying organic growth improving as we come out of the pandemic and our recent acquisitions performing well. On behalf of the management team, we offer Rick our deep appreciation for your leadership. You have led Maximus through many accomplishments during your tenure as CFO, including leading our M&A strategy development with six major acquisitions, beginning with Acentia in April 2015; closing a new corporate credit facility and funding the VES acquisition through new debt sources for the company; helping navigate our international growth into new geographies as we grew from four countries to nine; pushing us to think and operate as a company at scale, including maturing our corporate back office capacity, which proved vital to supporting our inorganic and organic growth; mentoring and sponsoring many of our rising stars and building a talent pipeline not only in the finance division, but across the company at large; and championing our ESG strategy development and advancements. I should note that when we ended fiscal year 2014, we had revenues of $1.7 billion and diluted earnings per share of $2.11. Today, we are reporting $4.25 billion in revenue and diluted earnings per share of $4.67, a compound growth rate of 14% and 12% respectively. Your expertise helped us continue our growth as a leading partner to government in the delivery of critical programs on a global scale. Since the beginning of fiscal year '21, Maximus has completed four acquisitions, realized several large wins, transitioned leadership in our U.S. Federal segment and more. I will spend my time today talking about the progress we've made toward executing the strategy I have articulated since April 2018, how these four acquisitions support those goals and some refinements we're making to that strategy. On October 6, we closed a contract innovation with Navient Corporation, which the Department of Education Federal Student Aid or FSA approved on October 20 to begin servicing student loans in January 2022 under the new brand name Aidvantage. As a long-term partner and provider of consumer engagement services to government, Maximus will focus on the end-to-end borrower experience and help fulfill FSA's mission, while remaining independent and conflict-free as we do not and will never provide loan origination, consolidation or collection services. We view student loan servicing as an opportunity to apply our insights, expertise and quality-driven approach through support of both the FSA and the agency's customers, student borrowers. Aidvantage is an extension of a long-standing partnership to support FSA and is in line with our core business. This development demonstrates the availability of increased scope for companies that can successfully manage citizen interactions at scale and our ability to build on trusted relationships with government, a core component of our business model. As you may recall, we have a position on the FSA NextGen contract vehicle to which this work will likely transition in future contract periods. Our immediate priority is to successfully transition the 5.6 million Navient borrower accounts to provide stability and high quality service as student loan repayment obligations resume on February 1, 2022. We subsequently will focus on the FSA's stated goals of improving the borrower experience through improved performance, transparency and accountability under the loan servicing contract. To that end, our plan includes implementing best practices and continuous review, performance management and quality monitoring to promote greater transparency and maintain compliance. Again, our role is solely to support student borrowers as they navigate repayment, and for many, options related to available authorized loan forgiveness programs. As an independent and conflict-free partner to FSA, we will not own, consolidate or originate loans. Meanwhile, the integration of our VES and Attain acquisitions are going as planned, operating as expected and delivering financial results that are consistent with our acquisition analysis. To provide a bit more color, I'm particularly proud of our Attain colleagues' recent success, including securing the rebid and expansion of critical work for the Securities and Exchange Commission and supporting the U.S. customs and immigration services client at a critical juncture in their mission. Likewise, our VES colleagues have achieved record volumes recently in scheduling veterans for critical disability benefit evaluations as that program moves closer to its pre-pandemic operating model. As for our fourth acquisition in the United Kingdom, I'm pleased to share that Connect Assist, a market-leading provider of citizen engagement centers and digital services has joined Maximus U.K. This combination strengthens our program administration capabilities and enables our expansion into adjacent markets. As we previously lacked contact center capabilities in country, a pre-requisite for many government procurements. Maximus now employees more than 4,500 people in the United Kingdom, including approximately 1,400 healthcare professionals across more than 270 locations, serving as one of the largest providers of employment, health and disability support program administration in the country. The tireless work of our team this past year resulted in several new contracts and opportunities across the segments. This includes approximately $1.1 billion of COVID response work to help governments respond to the pandemic. Our ability to respond quickly and effectively for our clients has provided the proof points and enhanced our relationships now driving additional work opportunities such as unemployment insurance program support services for several states beyond the pandemic. This fiscal year, we won more new employment services start-up work outside the U.S. than we projected. This includes the notable U.K. Restart Programme where Maximus provides tailored support to help people back into work. Thus far, thousands of people have been supported by our delivery of the Restart Programme with nearly 1,500 people finding sustainable employment since we began delivery at the end of June 2021, tracking very favorably against our forecast. Turning to new awards and pipeline as of September 30. For the fourth quarter of fiscal year 2021, full fiscal year signed awards were $5.62 billion of total contract value at September 30. Further, at September 30, there were another $721 million worth of contracts that have been awarded but not yet signed. Of the $5.6 billion of signed work, $3.5 billion represents new work awards with less than $1 billion associated with COVID response work, illustrating a healthy level of new work in our core business. Let me turn our attention to our pipeline of addressable sales opportunities. Our total contract value pipeline at September 30 was $33.9 billion compared to $33.6 billion reported in the third quarter of fiscal 2021. The September 30 pipeline is comprised of approximately $8.8 billion in proposals pending, $1.4 billion in proposals and preparation and $23.7 billion in opportunities tracking. Of the total pipeline, 69% represents new work opportunities. It has been 20 long months since the start of the Public Health Emergency or PHE. We anticipate that PHE will expire at the end of the first calendar quarter of 2022. With this in mind, as David noted, we expect a solid second half of FY '22, which means, we should exit the year at a strong run rate. Taken together, our view is that the market and company operating dynamics anticipated in the second half of FY '22 create a positive environment and momentum for the business. These dynamics include not just the anticipated conclusion of the PHE and resumption of pre-pandemic activities, including redeterminations, but also the start-up contracts exiting that phase, new organic wins in U.S. Services coming online, the FY '21 acquisitions maturing in their integration and contribution and the benefits of a substantial new work pipeline. I also want to address an area that has received national attention. In September, President Biden signed an executive order requiring U.S. based employees or federal government contractors to be fully vaccinated against COVID-19 with limited exemptions for medical and religious reasons. Earlier this month, per the President's direction, OSHA also mandated vaccination or weekly testing for employers with 100 or more employees, which goes into effect in January 2022. We are planning for implementation of these requirements, which includes extensive employee education and resources, paid time off to receive a vaccination and frequent reminders regarding timelines and options. As we have throughout the pandemic, we have prioritized employee safety and well being, and we actively monitor guidance and update our procedures accordingly. Demand for talent is highly competitive. Our implementation of these requirements may result in some workforce attrition and difficulty meeting our existing or future hiring needs. That being said, Maximus has a strong talent brand that was if anything strengthened as a key differentiator over the past 20 months with the many benefits and programs we quickly implemented to support and protect our people. During FY '21, we hired more than 42,000 employees around the world. To support the training and development of our employees, over 165,000 online learning resources and tools are available, in addition to other development opportunities. We continue to operate in a hybrid environment, recognizing that some employees are required to be on site due to customer requirements. We are imagining new ways of working that put us in an even better position over the long-term to attract the necessary talent for our business through workplace flexibility and outside of historical geographical bounds. On a final note, I am pleased that our execution on our three-pronged strategy of expanding our clinical business, driving digital transformation for our customers and the citizens we serve and expanding to adjacent markets has successfully led to balanced organic and inorganic growth since I became CEO and set the table for future organic growth in our expanded core and new markets. With this as the backdrop and our current focus on delivering shareholder value through our FY '21 acquisitions, we have concurrently kicked off a three to five year strategy refresh initiative with participation from across the business. Not only do we seek to define what the next phase in our clinical and technology journey will look like, but we are looking further over the horizon than we would in our annual planning process. I'm excited about the energy and ideas that this collaborative process has already yielded and look forward to sharing more formal insights with our shareholders and the analyst community during our planned Investor Day in 2022. And with that, we will open the line for Q&A. ","sees fy earnings per share $4.00 to $4.30. sees fy revenue $4.4 billion to $4.6 billion. in fy 2022, excluding amortization, diluted earnings per share is expected to range between $5.07 and $5.37. " "We advise listeners to review the risk factors discussed in our Form 10-K annual report for the 2020 year filed with the SEC as well as the risk factors listed in our Form 10-Q and our Form 8-K filings with the SEC. [Operator Instructions] Lastly, we want to invite you to attend our Virtual 2021 Investor Day meeting scheduled for Friday, September 17, where we will share more about our future growth plans and longer-term strategy. Today, we will provide you with updates on several topics. We will present our financial results for the second quarter 2021. We will update our 2021 guidance, and we will summarize the status of our growth initiatives and outlook for the future. Let me start with the second quarter highlights. Last night, we reported adjusted earnings per diluted share for the second quarter of $3.40, with adjusted net income of $199 million and premium revenue of $6.6 billion. The 88.4% medical care ratio demonstrates solid performance while managing through pandemic-related medical cost challenges that increased the ratio by 110 basis points. The net effect of COVID decreased net income per diluted share by approximately $1. We managed to a 6.9% adjusted G&A ratio, reflecting continued discipline in cost management, which allowed us to harvest the benefits of scale produced by our substantial growth. We produced an adjusted after-tax margin of 2.9%, meeting our second quarter expectations. Our six month year-to-date performance, highlighted by an 87.6% MCR, a 7% adjusted G&A ratio and a 3.4% after-tax margin were all squarely in line with our year-to-date expectations. This allowed us to produce, as projected, 60% of our full year earnings guidance in the first half of the year. And we accomplished all of this as we generated approximately 50% year-over-year premium revenue growth and successfully integrated businesses, representing approximately $5 billion in annual revenue. In summary, we are pleased with our second quarter performance. We executed well, delivered solid operating earnings and continue to drive our growth strategy. Let me provide some commentary highlighting our second quarter performance. First, I note that year-over-year comparisons are less meaningful than they would be in a typical year. The second quarter of last year was the first full quarter of the COVID pandemic and was distorted by the significant positive net effect of COVID that characterized that early phase of the crisis. In contrast, the current quarter was negatively impacted by the net effect of COVID. In the second quarter, we produced premium revenue of $6.6 billion, a 4% increase over the first quarter of 2021, reflecting increased membership across our portfolio. We ended the quarter with approximately 4.7 million members, an increase of 91,000 members over the first quarter of 2021. Our Medicaid enrollment at the end of the quarter was approximately 3.9 million members, an increase of 69,000 over the first quarter of 2021. This increase was due primarily to the continuing suspension of Medicaid redeterminations, although this growth catalyst seems to have moderated. Our Medicare membership was 130,000 at the end of the quarter, an increase of 4,000, and in line with our growth plan. Our Marketplace membership were 638,000 at the end of the quarter, representing growth of 18,000 over the first quarter of 2021 due to lower-than-expected attrition rates and membership additions during the extended open enrollment period. Turning now to our medical margin performance in the second quarter by line of business. Our Medicaid business achieved a medical care ratio of 89%. While we are dealing with the impacts of the pandemic on utilization and medical cost, as well as the continuing temporary impact of the risk corridors, we continue to execute on the underlying fundamentals. Our well-diversified portfolio of state contracts across all dimensions of the Medicaid product suite is performing well. We continue to deliver high-quality care at a reasonable cost, particularly to high acuity populations. The underlying rate environment is stable. Our hallmark medical management capabilities continue to deliver appropriate clinical outcomes for our members, while achieving strong financial results. Our Medicare results were excellent, having posted a medical care ratio of 87.6%. We continue to produce excellent MCRs and margins in this portfolio of high-acuity lives in both our D-SNP product and the MMP programs. Although our results were moderately depressed due to COVID utilization and despite the temporary risk score softness for the current year, the underlying results were squarely in line with our expectations. Our Marketplace results have been significantly impacted by direct cost of COVID-related care as we posted a medical care ratio of 84.8% in the quarter. Many of the new members we attracted were in regions disproportionately affected by COVID, including California, Michigan, Texas and Washington. With nearly 500 basis points of pressure on the MCR in each of the first two quarters, we can and should achieve mid-single-digit pre-tax margins as the pandemic subsides. In short, our second quarter and first half results across the entire portfolio continue to demonstrate our ability to produce excellent margins while growing top line revenue and successfully managing through the ongoing clinical and financial impacts of the pandemic. Turning to our 2021 guidance, beginning with premium revenue. For 2021, we now project premium revenue to be more than $25 billion, a 37% increase over the full year 2020 and a $1 billion increase from our previous guidance. Specifically, our premium revenue guidance now includes Medicaid enrollment benefiting from the expected extension of the public health emergency period, and the associated pause on membership redeterminations, which we are now projecting through the end of the fourth quarter. Recall, that for each month the public health emergency has extended, beyond the month of September, it increases our full year revenue outlook by $150 million. Our updated guidance also contemplates the impact from retaining pharmacy-related premium revenue in California, New York and Kentucky due to postponement of, and changes to their respective pharmacy carve-out initiatives, and updated Marketplace revenue reflecting the strong enrollment and retention performance mentioned previously. We expect to end 2021 with approximately 590,000 marketplace members. We have excluded from our premium revenue guidance any impact of the Affinity and Cigna acquisitions. We expect the Affinity acquisition to close in the fourth quarter, representing upside to our premium revenue guidance in 2021, and we expect the Cigna acquisition to close in January 2022. Turning now to earnings guidance. We are raising our full year 2021 earnings guidance and now expect to end the year with adjusted earnings of no less than $13.25 per share, an increase from our prior guidance of no less than $13 per share. We remain on track for full year after-tax margins of at least 3%. Specifically, the increase to our 2021 earnings guidance reflects our underlying outperformance, the increase in our revenue guidance and the associated margin, offset by a $1 increase in the net cost of COVID, which we now expect to be $2.50 per share for the full year. We have been cautious in projecting our back half earnings due to a variety of exogenous factors. The delta variant adds variability to any utilization forecast. While highly contagious, the Delta variant disproportionately affects the unvaccinated. Older and more vulnerable population cohorts have significantly higher vaccination rates. As a result, the Delta variant cases result in proportionately fewer hospital admissions and lower per admission costs, moderating the potential impact. In addition, it remains unknown how quickly and to what extent utilization will return to normal levels. This will depend upon the strength of the economy, consumer behavior, provider capacity and the emergence of any new COVID variants. There is an inherent level of uncertainty with regard to new marketplace member acuity levels and their susceptibility to COVID infection and the COVID-related risk-sharing corridors create an added element of variability. Turning now to an update on our growth initiatives. We continue to see many actionable opportunities in our acquisition pipeline, which remains an important aspect of our growth strategy. Our M&A team is fully deployed and is working an active list of health plan targets in our core businesses. Our acquisition strategy remains focused on buying stable membership and revenue streams, particularly focused on underperforming properties. Our M&A integration team is also fully deployed and successfully migrating our acquired properties to Molina operating infrastructure and cost structure to ensure we deliver the earnings accretion we expected. To date, we are on track to meet or exceed our earnings accretion commitments. We continue to pursue to new Medicaid procurement opportunities. We have contract winning capabilities, an aggressive in-state ground game and a winning proposal writing platform. We are confident that we will continue to win new contracts that will contribute to our growth trajectory in 2022 and 2023. Finally, some comments about the longer-term outlook for our business. The current rate environment is stable and rational. We now have confirmed data points to support the continued belief that the Medicaid risk sharing corridors, related to the declared public health emergency, will be eliminated as the COVID pandemic subsides. Pandemic-related corridors have already been eliminated for the 2022 state fiscal years in California, New York, South Carolina and Michigan, with momentum toward similar outcomes in other states. The current Medicare risk score shortfall phenomenon is temporary as our 2022 bids did fully account for the current assessment of next year's risk scores. We continue to be bullish about the performance of our acquired businesses. The operational integrations are proceeding as or better than planned, and we have high confidence in achieving our original accretion estimates and possibly even exceeding them. In the context of the pandemic subsiding and our acquisitions maturing, the incremental embedded earnings power of the business as it exists today is meaningful. With the increased outlook for the net negative effect of COVID, our incremental embedded earnings power is now more at $5 above our 2021 adjusted earnings per share guidance. In short, our pro forma run rate after the natural relaxation of these temporary constraints would produce adjusted earnings per share comfortably in the mid-teens and an after-tax margin of approximately 4%. I look forward to sharing more about our future growth plans and longer-term strategy at our Investor Day on September 17. At our Investor Day, we will provide you with an initial 2022 revenue outlook. We will also provide you with an updated view of our long-term targets for revenue growth for our three lines of business, operating metrics for our three lines of business and enterprise margin, net income and earnings per share expectations. And, as importantly, as has been our hallmark style, we will provide you with our detailed playbook for achieving those results. We will continue not just to declare our goals, but to show you the transparency and specificity how we will achieve them. Suffice it to say, we are an inherently high-growth businesses and have demonstrated an ability to grow the top line and maintain an attractive margin profile even during a global pandemic. The political legislative and regulatory environments are all positive catalysts, and the social demographic profile of the U.S. population remains in significant need of the social safety net we manage. As I conclude my remarks, I want to express my gratitude to our management team and our nearly 13,000 Molina colleagues. Their skill, dedication and steadfast service continue to form the foundation for everything we have achieved and everything we will achieve in the years to come. beginning with some detailed commentary about our second quarter results. The net effect of COVID negatively impacted second quarter results by $77 million or approximately $1 a share. This increased the second quarter MCR by 110 basis points to 88.4%. The impact was higher than our expectations and negatively affected all three lines of business. We experienced high COVID-related inpatient costs early in the quarter, which tapered off as the quarter progressed. We also saw increases in professional and outpatient costs, which we attribute to what may be the return to normal pre-COVID utilization patterns. In Medicaid, the net effect of COVID was a cost of approximately $25 million and accounted for a 40 basis point increase that is included within our reported 89% MCR. The first quarter Medicaid MCR had a 150-basis-point benefit due to COVID, which substantially explains the sequential increase in MCR. We continue to expect the full year Medicaid MCR to be in the high 80s. In Medicare, the net effect of COVID was a cost of approximately $17 million, increasing the MCR by 200 basis points to 87.6% in the quarter. The first quarter, Medicare MCR was increased by 400 basis points due to COVID. Sequentially, the MCR improved driven by this lower net effect of COVID and improved underlying performance compared to the first quarter. We anticipate a full year Medicare MCR in the high 80s. In Marketplace, the net effect of COVID was a cost of approximately $35 million, increasing the MCR by 480 basis points. The first quarter Marketplace MCR included a similar impact from the net effect of COVID, which increased the first quarter MCR by approximately 500 basis points. The resulting sequential increase in MCR versus the first quarter reflects the normal seasonality associated with members reaching their policy deductible limits. Due to the higher-than-expected impact from the net effect of COVID in the first half of the year, we now expect Marketplace pre-tax margins to moderate to low single digits. We expect that when the COVID pandemic subsides, our Marketplace pre-tax margin will be squarely on target with our mid-single-digit pre-tax margin expectations. Turning now to our balance sheet. We received $145 million of subsidiary dividends in the quarter, which brought our parent company cash balance to $564 million at the end of the quarter. We have ample capacity to fund the announced acquisitions. At our current margins, we generate significant excess cash and additional debt capacity. After funding our announced pending acquisitions, we will have year-end acquisition capacity of over $1.4 billion. At the multiples we have paid in recent transactions, this gives us the ability to drive $3 billion to $4 billion in annualized revenue growth. More importantly, at our current level of performance, this level of acquisition capacity is generated each year. Our reserve approach remains consistent with prior quarters, and our reserve position remains strong. Days in claims payable at the end of the quarter represented 48 days of medical cost expense, unchanged from the first quarter. Prior year reserve development in the second quarter of 2021 was modestly favorable, but any P&L impact was mostly absorbed by the COVID-related risk corridors. Debt at the end of the quarter is 2.2 times trailing 12-month EBITDA. Our debt-to-cap ratio was 50%. However, on a net debt basis, net of parent company cash, these ratios fall to 1.7 times and 43%, respectively. These metrics reflect a conservative leverage position. A few additional comments related to our earnings guidance. We raised full year 2021 adjusted earnings per share guidance to be no less than $13.25 per share, which reflects the following: our underlying outperformance, an increase in our revenue guidance and the associated margin, the net effect of COVID expectations, which has increased by $1 per share and is now expected to be approximately $2.50 per share for the full year, and continued caution in forecasting utilization trends in the remaining six months of the year due to the COVID pandemic. In a typical year, the seasonality of utilization and timing of open enrollment periods resulted in third quarter earnings being higher than fourth quarter earnings. However, this year, we expect second half earnings to be distributed more evenly between the quarters due to the net effect of COVID and particularly the impact of risk sharing corridors. As Joe discussed, we believe the incremental embedded earnings power of the company is in excess of $5. This is composed of several items. The increased net effect of COVID, which is now expected to create a $2.50 per share decrease that should dissipate as the pandemic subsides. Medicare risk score disruption that created approximately $1 a share overhang; and as we obtain our target margins on Magellan Complete Care and Kentucky, and once Affinity and Cigna acquisitions are closed and synergized, we expect to achieve additional adjusted earnings per share of at least $2. This embedded earnings power does not represent 2022 guidance, but rather an accounting of the dynamic impacts that are temporarily depressing our earnings profile. There are many other items that will affect our actual earnings guidance for 2022, including several possible scenarios for the impact of Medicaid membership redeterminations. In short, our 2021 earnings jump-off point into 2022 is very strong. Operator, we are now ready to take questions. ","q2 adjusted earnings per share $3.40. sees fy adjusted earnings per share $13.25. premium revenue was approximately $6.6 billion for q2 of 2021, an increase of 51% compared to q2 of 2020. " "During our call today, unless otherwise stated, we're comparing results to the same period in 2020. Future dividend payments and share repurchases remain subject to the discretion of Altria's board. Altria reports its financial results in accordance with U.S. generally accepted accounting principles. Today's call will contain various operating results on both a reported and adjusted basis. Adjusted results exclude special items that affect comparisons with reported results. Finally, all references in today's remarks to tobacco consumers or consumers within a specific tobacco category or segment refer to existing adult tobacco consumers 21 years of age or older. In the third quarter, Altria continued to balance maximizing profitability from our core tobacco businesses with investing to realize a vision of responsibly leading the transition of adult smokers to a smoke-free future. Our tobacco business has performed well against difficult year-over-year comparisons, and we are encouraged by the significant retail share growth from on! in the third quarter. We also continue to reward shareholders with a strong and growing dividend and announced today the expansion of our share repurchase program to $3.5 billion. Both Altria and the tobacco industry are evolving and with transformation comes opportunity. It also brings uncertainty and adversity, including the recently International Trade Commission decision related to IQOS. We knew our journey to a smoke-free future would not be easy, but our determined and talented employees have demonstrated they are up to the challenge. The pursuit of our vision is not based on a single brand or product platform. Our vision is built on our understanding of tobacco consumers, their capabilities as a leading tobacco company and a portfolio of smoke-free brands and product formats. We make progress through the performance of our current smoke-free portfolio and advancements in regulatory sciences, data analytics and a robust consumer engagement system. Our tobacco businesses remain strong, and our vision keeps us focused and guides us forward. Let's now turn to our business results. Altria grew its third quarter adjusted diluted earnings per share, 2.5% despite a backdrop of challenging comparisons and unfavorable year-over-year trade inventory movement. For the first nine months of the year, adjusted earnings per share grew 4.5%, primarily driven by the strong financial performance of our tobacco businesses and higher ABI adjusted earnings. Our smokeable products segment continues to generate significant cash and return -- return to shareholders in fuel or vision. Third quarter adjusted operating company's income decreased 2.2%, reflecting the impact of trade inventory swings, but grew 2.6% to $7.9 billion for the first nine months, while Marlboro remained strong. The oral tobacco product segment continued to deliver robust profit margins, while Copenhagen maintained its leadership position. In all nicotine pouches, we have accelerated investment behind Helix and believe that the on! portfolio is well positioned in this fast-growing category. We're advancing the sophistication of our analytics across our companies. The Helix team uses this capability to evaluate the impact of promotional tools on tobacco consumers and understand what actions effectively drive trial, repeat purchase and adoption. retail share of oral tobacco increased a full share point sequentially, reaching 3 share points for the third quarter and nearly tripling since the end of last year. These strong results were driven by increased smoker trial and repeat purchase from existing on! We're excited by the performance of on! during the first nine months of the year and believe consumer insights, disruptive retail executions and consumer engagement will continue to fuel its growth. Last year, we submitted premarket tobacco applications to the FDA for the entire on! While the FDA has made substantial progress in reviewing millions of PMTAs they received, our applications for on! A week ago, the FDA authorized the marketing of four of our oral nicotine products, Verve discs and Verve chews in the flavors of green mint and blue mint and determined that the marketing of these products is appropriate for the protection of public health. This is the first flavored product authorization issued by the FDA for newly deemed tobacco products. While our Verve products are not currently in market, we believe the learnings we gained from developing our Verve submission were critical in filing compelling and timely submissions for on! , which we completed in only nine months after closing the on! We're also actively working on modified risk product applications for on! We believe an MRTP would be an impactful point of differentiation for the brand and an important tool in educating and ultimately transitioning smokers to less harmful products. In e-vapor, we estimate that the total category volume increased 17% versus the year ago period and increased 2% sequentially as a result of continued elevated levels of competitive activity. While we had hoped for clarity on the category's outlook as manufacturers receive PMTA decisions, the future of e-vapor is still uncertain. For most of the leading e-vapor products, the applications are still pending, including those submitted by JUUL. Moving forward, we expect e-vapor volume trends to be influenced by regulatory activity, which has the potential to impact the degree of cross-category movement. Recently, the CDC published an update from their National Youth Tobacco Survey. While caution is warranted when comparing results year-over-year due to the impact of the pandemic on the surveys methodology, underage e-vapor use, including use of JUUL, shows continued signs of decline. We're encouraged by the progress, but more still needs to be done, and we remain committed to continuing our work to drive down underage use. Turning to heated tobacco. The IQOS team continued to refine its go-to-market approach for new and innovative products. Across the four states where IQOS is available, total Marlboro HeatSticks volume continue to grow, with repeat purchase accounting for approximately 85% of sales. According to IQOS consumers, our IQOS experts program played a significant role in their repeat purchases. The program offers smokers personalized support and encouragement through consistent tailored engagements. In the Northern Virginia lead market device penetrations as a percent of the smoker population continue to exceed the performance of previous rollouts. In the last four weeks of the third quarter, Marlboro HeatSticks achieved a cigarette category retail share of 1.8% in Northern Virginia stores with distributions. As we mentioned earlier, the International Trade Commission recently imposed an importation ban and issued season desist orders on IQOS, Marlboro HeatSticks and infringing components. We're disappointed in this decision as IQOS is the only inhalable tobacco product to have received FDA authorization as a modified risk tobacco product. The ITC's importation ban will make the product unavailable for all consumers have switched to IQOS, reduce the options for over 20 million smokers looking for alternatives to cigarettes and ultimately is detrimental to public health. We continue to believe the plaintiff's patents are invalid and that IQOS does not infringe on those patents. The ITC's decision is currently under 60-day review by the administration's U.S. Trade Representative. In the event that the administration does not reject the decision, we're preparing to comply with the order. We've been focused on our contingency plans surrounding sales and distribution and have been in communication with PMI on their domestic manufacturing plans. We view the ITC's decision as a frustrating obstacle, but we are not deterred from the work required to realize our vision. We remain committed to the heated tobacco category and believe it can play an important role in transitioning smokers to a smoke-free future. Going forward, we expect to apply the knowledge and capabilities we gained from introducing and responsibly marketing a brand-new product category. For example, we've learned how to blend behavioral science, data insights and consumer engagement to support smokers on their smoke-free journey, leverage MRTPs to educate consumers on the benefits of reduced risk products and establish a robust post-market surveillance system as required to monitor FDA-authorized products. I'm optimistic about the future for tobacco harm reduction in the U.S. We have an unprecedented opportunity to lead the way in shifting millions of smokers away from cigarettes if we follow the science and foster innovation with the support of reasonable regulation. Let's turn to our financial outlook. We're raising the lower end of our full year 2021 guidance and now expect to deliver adjusted diluted earnings per share in a range of $4.58 to $4.62. This range represents a growth rate of 5% to 6% from a $4.36 base in 2020. They bring significant combined expertise in operations, business strategy, consumer insights, and public policy and will be tremendous assets as we pursue our vision. I'd like to begin by discussing the macroeconomic factors we believe influence the tobacco consumer. We believe rising gas prices, inflation and the conclusion of COVID-19 relief programs led to a decrease in disposable income versus the previous quarter. In addition, increased consumer mobility offer consumers more options for their discretionary spending. At retail, trends were unchanged sequentially. We estimate that compared to pre-pandemic levels, the number of tobacco consumer trips to the store continue to be depressed, but tobacco expenditures per trip remained elevated. We continue to monitor tobacco consumer behaviors and will provide our insights on the factors impacting those behaviors as we move forward. Moving to our businesses. The smokable products segment expanded its adjusted OCI margins to 58%, an increase of 0.5 percentage point for the third quarter and more than 1 percentage point for the first nine months. This performance was supported by strong net price realization of 11.3% in the third quarter and 9.2% for the first nine months. Smokeable segment reported domestic cigarette volumes declined 12.9% in the third quarter and 8% in the first nine months. We believe reported volumes reflect an absolute wholesale inventory swing of 1.5 billion sticks as wholesalers build inventory in the third quarter of last year, but depleted inventories this quarter. When adjusted for trade inventory movement, calendar differences and other factors, domestic cigarette volumes for the third quarter and first nine months declined by an estimated 7% and 5%, respectively. At the industry level, we estimate that adjusted domestic cigarette volumes declined by 6.5% in the third quarter and by 5% in the first nine months. Marlboro remains strong and resilient despite a widening price gap in a dynamic macroeconomic environment. In the third quarter, Marlboro retail share of the total cigarette category was unchanged, both sequentially and versus the year ago period at 43.2%. And in discount, total segment retail share in the third quarter continued to fluctuate, increasing 0.3 percentage points sequentially to 25.3%. In cigars, we continue to believe Black & Mild is the most profitable brand in the large mass machine-made cigar category. Reported cigar shipment volume increased by 2.7% in the first nine months of 2021. Turning to the oral tobacco products segment. Adjusted OCI and adjusted OCI margins contracted for the third quarter and first nine months primarily due to increased spending behind on! and shifting mix between MST and oral nicotine pouches. We're pleased with the strong overall margins for the segment and continue to be excited about the opportunity for on! in the oral nicotine pouch category. Total reported oral tobacco products segment volume decreased by 3.8% for the third quarter and by 0.5% for the first nine months. When adjusted for trade inventory movement in calendar differences, segment volume decreased by an estimated 2.5% for the third quarter and 0.5% for the first nine months. Oral tobacco products segment retail share for the third quarter was sequentially unchanged as strong share gains for on! offset declines in MST. The segment declined 2.2 percentage points versus the third quarter last year due to the continued growth of the oral nicotine pouch category. Looking ahead, we're monitoring several factors as we move toward the end of this year and into the next. Many industries are experiencing rising input costs and supply chain disruptions. For Altria, we foresee modest inflation in the year ahead. This could have some impact on the input costs and the inflation adjustment to our Master Settlement Agreement payments. However, our tobacco businesses remain strong, and we are confident in our ability to manage through short-term economic challenges. As a reminder, we contemplate an array of scenarios in our financial forecast and intend to incorporate these factors into our 2022 earnings per share guidance, which we expect to provide in January. Turning to our investment in ABI. The five-year lockup on our restricted shares expired earlier this month. We've been an investor in the beer category since 1970 and our original investment of $230 million has served us extremely well over the past half century. In fact, since 2003, our beer investment has served as a diverse income stream that contributed over $12 billion of adjusted equity earnings, contributed over $10 billion of cash from both dividends and 2016 merger proceeds and strengthened our balance sheet. We've performed rigorous analyses regarding the ABI investment. First, as part of the preparation of our third quarter financial statements; and second, in anticipation of the expiration of the lockup. In preparing our third quarter financials, we assessed the latest outlook for ABI's business under the applicable accounting guidance and recorded an impairment to the asset. While we continue to believe ABI's share price will recover, we now do not expect it to fully recover to its carrying value as soon as previously expected. As a result, we have written our investment in ABI down to its September 30 market value of $11.2 billion. Regarding our decisions around the lockup, we view our ABI stake as a financial investment, and our goal is to maximize the long-term value of the investment for our shareholders. We consider several factors as we analyze the investment, including the strategic rationale of continuing as a long-term investor in the beer category. ABI's share price, which has declined by more than 30% since October 2019, due in large part to impacts of the COVID pandemic. Our expectations of ABI's business, alternative uses of capital and tax considerations. We have determined that selling our ABI investment at this time would not maximize long-term shareholder value. Therefore, we continue to plan to maintain our ABI investment. We continue to have confidence in ABI's long-term strategies, premium global brands, experienced management team and capability to successfully navigate near-term challenges. We will continue to monitor and evaluate market conditions and the analytical factors mentioned previously on a regular basis, consistent with our goal of maximizing the long-term value of this investment for our shareholders. We remain committed to creating long-term shareholder value through the pursuit of our vision and our significant capital returns, which we demonstrated in the third quarter by paying approximately $1.6 billion in dividends and raising the dividend for the 56th time in 52 years, selling Ste. Michelle Wine Estates and expanding our share repurchase program from $2 billion to $3.5 billion and repurchasing 6.7 million shares totaling $322 million. We have approximately $2.5 billion remaining under the newly expanded $3.5 billion share repurchase program, which we expect to complete by December 31, 2022. With that, we'll wrap up. We've also posted our usual quarterly metrics, which include pricing, inventory and other items. Let's open the question-and-answer period. Operator, do we have any questions? ","qtrly total cigarette shipment volumes $24.05 billion (not $24.50 billion), down 12.9%. raises fy adjusted earnings per share view to $4.58 to $4.62. narrows its 2021 full-year adjusted diluted earnings per share (eps) guidance. altria narrows its guidance for 2021 full-year adjusted diluted earnings per share to be in a range of $4.58 to $4.62. altria group -continue to monitor impact of covid-19 on juul’s business, including near-term supply chain constraints and component part shortages. altria group - during 2020 and the first nine months of 2021, cronos has been adversely impacted by the covid-19 pandemic. " "Those documents can be found on our website at marathonoil.com. We'll also hear from Dane and Mike today before we go to our question-and-answer session. Not only have our teams continue to manage through the COVID-19 pandemic as critical essential infrastructure providers, they also successfully overcame the challenges of Winter Storm Uri during first quarter, maintaining their focus on safety while still delivering on all of our core operational and financial objectives. Though 2020 was a challenging year for our industry, it also brought with it opportunity. And Marathon Oil chose to leverage the supply demand crisis to further optimize and enhance our business model. We high-graded and focused our capital program. We lowered our cost structure, and we further improved our financial strength and flexibility. As a result, we have dramatically enhanced the resilience of our company, driving our free cash flow breakevens consistently below $35 per barrel WTI and building on a multiyear trend of sustainable free cash flow and getting that cash back in the hands of our investors. And we have dramatically enhanced our ability to sustainably deliver robust financial outcomes. Financial outcomes that can compete with any sector in the S&P 500 and do so across a much broader and lower range of commodity prices. We recognize that given the inherent volatility of our commodity business that we must offer outsized free cash flow generation, coupled with investor-friendly actions to make a compelling investment case. To that end, first-quarter '21 results are a testament to the strength of our business model and how we have positioned our company for success. During first quarter, we generated over $440 million of free cash flow. Despite the challenges associated with Winter Storm Uri, production volumes were in line with the midpoint of our full-year 2021 guidance, and we are fully on track to meet the annual production, capex, and cost guidance we provided at the beginning of the year. And we are on track to exceed our free cash flow objectives. For $1 billion of capital spending, we now expect to generate $1.6 billion of free cash flow at $60 per barrel WTI, up from the prior guidance of around $1.5 billion. This corresponds to a free cash flow yield approaching 20% and a sub 40% reinvestment rate. All at an assumed oil price that is below the current forward curve. We remain committed to our $1 billion capital program. There will be no change to our capital budget even if oil prices continue to strengthen. We will simply generate more free cash flow and further solidify our standing as an industry leader when it comes to capital discipline, a hard-earned reputation we have established over multiple years. We have accelerated our balance sheet and return of capital objectives, the specifics of which Dane will cover in just a few minutes. Importantly, everything that we are doing is sustainable. Our peer-leading capital efficiency, our outsized free cash flow generation, our competitive cost structure, our investment-grade balance sheet, and our rising return of capital profile. The proof point for this sustainability is our five-year benchmark maintenance scenario that can deliver around $5 billion of free cash flow from 2021 to 2025 and a flat $50 per barrel WTI price environment or closer to $7 billion of free cash flow at the current forward curve, along with a corporate free cash flow breakeven of less than $35 per barrel throughout the period. And the foundation for these differentiated financial outcomes is our multi-basin U.S. portfolio with well over a decade of high-return inventory, complemented by our integrated gas position in EG. Finally, we are leading the way in our approach to ESG excellence and are committed to continually enhancing all elements of our company's ESG performance. Safety remains our top priority, we are building on the record safety performance we delivered last year with a very strong start to 2021, as measured by total recordable incident rate. Best-in-class governance remains at the forefront of everything we do. We have appointed two new directors to the board this year and remain committed to ongoing refreshment, independence, and diversity. We also reduced and redesigned executive and board compensation for improved alignment with investors, as I highlighted early this year. And last but not least, we remain committed to reducing our greenhouse gas emissions intensity. We made tremendous strides during 2020, reducing our overall GHG intensity by approximately 25%. We are hard at work to achieve our GHG intensity-reduction target of 30% in 2021, a metric hardwired into our compensation scorecard, as well as our goal for a 50% reduction by 2025, both relative to our 2019 baseline. And we have included $100 million of investment over the five years of the benchmark scenario to support this goal. At the center of our capital allocation and reinvestment rate framework is our objective to return at least 30% of our cash flow from operations back to our investors. Our capital return strategy prioritizes balance sheet enhancement through gross debt reduction and direct return of capital to equity holders through our base dividend and over time, likely through other return vehicles as well. We have a strong track record of generating free cash flow and directing that cash back to our investors, are fully committed to this model, and are well-positioned to meaningfully beat our objectives in 2021. When considering our updated debt-reduction target on recent base dividend increase, we're actually on track to return well over 40% of our cash flow back to investors this year. First, we accelerated our 2021 gross debt-reduction objective of $500 million, fully retiring our next significant maturity and we're now targeting at least another $500 million of gross debt reduction, bringing our total 2021 debt-reduction target to $1 billion. Reducing our gross debt is entirely consistent with our goal to further enhance our balance sheet, our investment-grade credit rating. More specifically, our goal has been to reduce our net debt-to-EBITDA to below 1.5 times, assuming more of a mid-cycle $45 to $50 per barrel WTI environment. We're making rapid progress toward achieving this milestone by the end of the year. And in parallel, our aim is to significantly reduce our gross debt moving toward a $4 billion gross debt level. Beyond the obvious benefit to our financial flexibility, the interest expense reductions associated with the structural gross debt reduction have the added potential to fund future dividend increases at no incremental cost to the company, thereby preserving our very competitive post-dividend corporate free cash flow breakeven. Along with reducing our gross debt, we also raised our quarterly base dividend by 33%. Our objective is to pay a base dividend that is both competitive relative to our peer group in the S&P 500 and sustainable throughout commodity price cycles. Our decision to raise our dividend is a sign of our confidence in the strength and sustainability of our financial performance, and we see potential for disciplined, sustainable, and competitive base dividend growth over time. We're targeting up to 10% of our cash flow from operations toward the base dividend, assuming $45 to $50 price environment, and we currently have ample headroom to progress under this framework. And to ensure sustainability through the price cycle, we're focused on maintaining our post-dividend breakeven well below $40 a barrel WTI. In fact, even with the recent dividend increase, our post-dividend free cash flow breakeven currently sits around $35 per barrel of WTI. In summary, we are well-positioned this year to return over 40% of our cash flow to investors through gross debt reduction and our base dividend, our top near-term priorities. As we make significant progress toward our $4 billion gross debt objective, we will likely take the balance of 2021 to accomplish. And as we continue to advance further base dividend growth in line with our framework, we'll look to transition toward simply retiring debt as it matures and focusing more on alternative shareholder return mechanisms, including share buybacks or variable dividends, all funded through sustainable free cash flow generation. We are not a cash taxpayer in the U.S. this year. cash federal income taxes until the latter part of this decade. This holds true even if the tax rules for intangible drilling costs or IDCs are changed or if the corporate tax rate has increased. We have significant tax attributes in the form of net operating losses, approximately $8.4 billion on a gross basis, in addition to foreign tax credits of over $600 million. These attributes will be used to offset future taxes. Neither of these items is energy sector-specific, so we don't expect any new tax legislation to threaten them. The bottom line is we don't expect to be a U.S. cash taxpayer until the latter part of this decade. My key message today is that we're on track to achieve all of our 2021 operational objectives that we set at the beginning of the year, including our $1 billion capital program, and that we are on track to exceed the free cash flow objectives. Our strong performance is due to tremendous execution from our asset teams during first quarter, despite the significant challenges associated with Winter Storm Uri. Flat quarter on quarter, total oil production of 172,000 barrels per day was quite an accomplishment in light of the operational challenges we experienced and the impact to production you've seen reported by peer companies. Our teams did an exceptional job keeping our volumes online and delivering much-needed production at a time when utilities and households were in critical need. Our success began with extensive preplanning efforts and continued with a hands-on approach to managing our operations throughout the storm. We did not proactively shut in our volumes as a preventative measure, rather we fully leveraged our digital infrastructure to prioritize protecting our highest volume, highest rate wells, intelligently routing operators to our highest-priority locations. All the while, we kept the safety of our people as our top priority. Our hands-on approach clearly paid off, and our operational and financial results speak for themselves. Our capital spending during 1Q came in slightly below expectations, reflecting solid well-cost execution but also the shift in timing of some capital from first to second quarter largely due to storm-driven delays. Looking ahead to 2Q, we expect a slight sequential decline in our oil production, the result of fewer wells to sales in the first quarter, particularly in the Bakken. This is simply a function of the timing of our wells to sales, reflecting a natural level of quarter-to-quarter variability. We will continue to prioritize maximizing our capital efficiency and free cash flow generation sustainably over time, not the production output of any individual quarter. We do expect the significant increase in our second-quarter wells to sales to translate to an improving production trend as we move into third quarter. With the increase in wells to sales and shifting capital from 1Q to 2Q, we expect 2Q capex to rise to the $300 million range, likely representing the peak capex quarter for the year. Still, our capital program is fairly well-balanced and ratable, split almost 50-50 between the first half and second half of the year. More importantly, our full-year capital spending and production guidance remain unchanged. As the most capital-efficient basins across the Lower 48, the Bakken and Eagle Ford will still receive approximately 90% of our capital this year. However, both our Oklahoma and Permian assets have high-return opportunities that can effectively compete for capital today. Both assets provide capital allocation optionality, commodity diversification, and incremental high-quality inventory. Consistent with what we previously disclosed in our five-year maintenance case and our plan entering the year, our objective is to reintroduce a disciplined level of steady-state activity back into Oklahoma and the Permian by 2022 at 20% to 30% of the total capital budget. When we do, our expectation is that both assets will support accretive corporate returns and incremental free cash flow to the enterprise. I will now pass it back to Lee, who will provide a few more comments before we move to Q&A. I would like to briefly put the 2021 capital program, Mike just discussed, into context by comparing our capital efficiency, our cost structure, and our free cash flow generation to peer disclosures from the fourth-quarter earnings season. As highlighted by Slide 10 in our earnings deck, our 2021 capital program is among the most capital-efficient and free cash flow generative of any company in our peer space. The top two graphics summarize peer reinvestment rate normalized to a $50 and $60 WTI price environment. As you can see, our reinvestment rate, which is a reasonable proxy for both operating and capital efficiency in a maintenance or flat production scenario is among the lowest in our peer group. For every dollar of capital we are spending, we are delivering more cash flow than virtually any of our peers. Similarly, our 2021 capex per barrel of production on either an oil or oil equivalent basis is among the lowest in our space. In the current more disciplined environment, operating and capital efficiency are paramount and, in fact, represent our competitive differentiators. Most importantly, as shown by the bottom right graphic, our free cash flow generation relative to our current valuation remains compelling and outsized against our peers and the broader market with a free cash flow yield approaching 20%. We continue to believe that we must deliver outsized free cash flow generation relative to the S&P 500 to effectively compete for investor capital. This is why we remain so focused on sustainably reducing our corporate free cash flow breakeven, now an integral part of our compensation scorecard, and continuing to optimize our cost structure. With a free cash flow breakeven comfortably below $35 per barrel, we can generate free cash flow yield competitive with the S&P 500, assuming an annual oil price down to approximately $40 per barrel WTI. We never rest when it comes to our structure. In a commodity business, the low-cost producer wins, and Slide 11 provides additional details around our ongoing efforts and reinforces our multiyear track record of cash cost reductions. We have opted to use an all-in cost basis that normalizes peer-reported data and avoids the challenges of how each operator categorizes their respective cost. As you can see from the data, our all-in 2020 unit cash costs are well below the peer average. On a more apples-to-apples comparison basis, our all-in unit cost are top-quartile among our direct multi-basin peers. Specific cost-reduction actions already taken this year are broad-based, including a 25% reduction to CEO and board compensation, a 10% to 20% reduction to other corporate officer compensation, a workforce reduction to more appropriately align our headcount with a lower level of future activity, a full exit from corporate-owned and leased aircraft, and various other cost-reduction initiatives. Finally, I would like to again underscore the sustainability of all that we are doing. The sustainability of our sector-leading capital efficiency and free cash flow generation is underscored by the financial strength of our previously disclosed five-year benchmark maintenance capital scenario. And our maintenance scenario is underpinned by well over a decade of high-quality inventory that competes very favorably in the peer group as validated by credible third-party independent analysis shown on Slide 13. The quality and depth of our inventory, in combination with our reinvestment rate capital allocation approach, provides us with visibility to continued strong financial performance. Further, we have a demonstrated track record of ongoing organic enhancement and inventory replenishment. Even in our maintenance scenario, we continue to direct capital toward resource play exploration and targeted organic enhancement initiatives, including our redevelopment program in the Eagle Ford. In conclusion, I truly believe our combined actions have positioned Marathon Oil for success not only relative to our E&P peer group but relative to the broader S&P 500 as well. And our long-term incentives now reflect that conviction explicitly. Our company was among the first to recognize the need to move to a business model that prioritizes returns, sustainable free cash flow, balance sheet improvement, and return of capital. We also led the way in better aligning executive compensation to this new model and with investor expectations. We are positioned to deliver both financial outcomes and ESG excellence that are competitive, not just with our direct E&P peers but also the broader market. With that, we can now open up the line for Q&A. ","q1 oil production of 172,000 net bopd and q1 oil-equivalent production of 345,000 net boed. no change to 2021 production guidance. now targeting at least $500 million of additional gross debt reduction, bringing total debt reduction target to at least $1 billion in 2021. minimal production impact from winter storm uri in q1. " "Joining me on the call today are Nish Vartanian, Chairman, President and CEO; and Ken Krause, Senior Vice President, CFO and Treasurer. These risks, uncertainties and other factors are detailed in our Form 10-K filings with the SEC. Yesterday, I reviewed our annual employee engagement scores and was really pleased to see the overall scores improved from our high levels a year ago. The connection our associates have with our mission was a highlight of the survey. Today, I'll provide a quick overview of the quarter then I'll highlight three areas that give me confidence in our business. Beginning with the quarter. It was a challenging start to the year. Quarterly revenue was down 10% from a year ago. Keep in mind, Q1 2020 reflects a pre-pandemic environment for MSA. So it's a challenging comparison. In addition, our business is seasonally lower in Q1. Economic conditions and COVID impacts created additional pressure. We saw that pressure in January and February, followed by a strong recovery in March. I'm optimistic that recent trends in our order book support a much brighter outlook and also recognize the road to recovery might not be a straight line. Based on economic stimulus and vaccine deployment, the U.S. is leading the recovery in our business. At the same time, the situation remains challenging in Europe, Latin America and some other smaller markets with COVID lockdowns. That said, on the whole, we're optimistic that the worst is behind us from a demand perspective. We're staying close to the challenges associated with the supply chain. We expect resin supply to improve in Q3 and anticipate continued challenges with electronic components throughout the year. We've managed through effectively with limited constraints in production. We recognize this as an evolving situation, and we've experienced inflation in these areas, and we'll manage that effectively. As macroeconomic conditions become more favorable, I'm very confident in our position to create value for all of our stakeholders. As you've heard me say before, there are three key areas that continue to support my confidence in the future of MSA. We've made progress in each of these areas in the first quarter. First, MSA's innovation engine is stronger than ever. In Q1, we continue to launch technologies that solve our customers' toughest safety challenges. Second, our continuous improvement culture positions us to achieve our long-term margin aspirations as revenue growth returns. We've made some nice progress with our manufacturing footprint. Third, we're using our balance sheet to make strategic acquisitions that strengthen our position in key markets. In Q1, we closed the acquisition of Bristol and the integration work is on track, and our M&A pipeline remains healthy. Starting with the first area. MSA's innovation engine and R&D pipeline, which is really the lifeblood of our business. Our engineering excellence has never been more evident than our breakthrough innovations in connected firefighter technology and connected industrial technology. I'm pleased to report that our team has celebrated exciting milestones in both of these areas. On the fire service side, we launched the LUNAR firefighter location system. It's a big accomplishment for teams of associates across MSA that worked on this system and it's the most technologically advanced product and software system that we've ever unveiled. LUNAR is a handheld device that uses cloud technology to deliver fire scene management capabilities for incident commanders. It also helps search and rescue teams locate a separated firefighter, and it's a thermal imaging camera. I know the fire service is excited about this product. It will help them tremendously with their work. Our connected platform also provided competitive advantage in industrial markets. We recently began delivery to supply one of the largest utilities in the U.S. with connected gas detection, utilizing our cloud-based grid software. This customer is now able to use databased insights to manage their gas detection program with greater effectiveness. They ordered thousands of ALTAIR 5 timesR portable gas detectors with safety IO subscriptions. Over the next few years, this will result in a total order value of over $5 million. These are just some of the indicators I'm seeing in Q1 that our innovation engine is running strong, achieving the milestones we've expected. Long-standing investments in connected technology position us to deliver new to world products for our customers. This is timely as the pandemic has accelerated connected applications that will help workers become safer and more efficient. Our team is always striving to drive higher levels of productivity and efficiency throughout the organization. Along those lines, we continue to execute our gas detection manufacturing consolidation project. As we announced in 2020, we're making capex investments to expand our Cranberry township gas detection center of excellence. Consolidation -- production -- consolidating production will help with inventory management and having our engineering and operations teams under one roof will certainly drive greater effectiveness and efficiency, which will improve margins. As part of the program, we remain on track to close a manufacturing operation in California in the third quarter of this year. As you know, I worked with the team out there when we acquired General Monitors, and I'm very proud how our associates have managed through this process. The third area I want to discuss today is using our balance sheet to make strategic acquisitions that strengthen our leadership position in key markets. At the start of the quarter, we closed the acquisition of Bristol Uniforms. Our integration plans are off to a good start. We've spoken before about the U.K. fire service market being a potential growth opportunity for MSA. We're investing organically and inorganically to penetrate this opportunity. Both the recent launch of the M1 SCBA and now Bristol are great examples of the investments we've made. And will see benefits across the entire international fire service market by having a greater range of head to toe solutions for our customers. In addition to having strengthened our balance sheet, we continue to move forward with an M&A pipeline focused on evaluating assets that align with our safety mission. So to summarize, there are three key areas that give me confidence in MSA's future: First, MSA's innovation engine is stronger than ever; second, our continuous improvement culture is positioning us for long-term success; and third, we're effectively using our balance sheet to grow our business. I'll start the discussion with financial highlights centered on revenue, profitability and cash flow. First, looking at revenue. We expected the first quarter to present challenges versus the record quarter a year ago. We also talked about COVID lockdowns pressuring demand in Europe and labor constraints in certain factories due to precautionary contact tracing. With that, I am pleased to say that our order pace strengthened in March and into April. Fire service order activity is healthy, and the order pace in industrial-related markets started to show year-over-year growth in March. That strength has continued into April, and that gives us good momentum moving into Q2. Second, our profitability was pressured based on the lower revenue and trends that unfolded within gross profit, and I'll provide more detail on that shortly. And third, I continue to be pleased by our cash flow performance. We generated cash flow conversion in excess of 100% of net income. The strength of our balance sheet positions us very well to pursue additional growth opportunities across the portfolio. Now let's take a closer look at the financial results in the first quarter, and let's start with a focus on revenue. Quarterly revenue of $308 million was down 10% from a year ago or 11% in constant currency. In constant currency, revenue in the Americas was down about 9%, while international was down 16%. The more severe international decline partially reflects the impact of COVID lockdowns in key geographies like France and Germany. Expanding on my earlier comment, we saw challenging comparisons in three key areas: FGFD, industrial PPE products and respiratory protection. First, our FGFD business declined 16% compared to our very strong Q1 of last year, while much of this business is project-based and will respond slower to economic recovery. We are seeing good growth opportunities with orders up in April. The business trends in this area take time to ship and while one month is not indicative of a longer-term trend. I am encouraged by the uptick in orders in April and pipeline of new opportunities. Second, we knew industrial PPE revenue in the quarter would provide a challenging comparison. We did not start to see the impact of the pandemic until April a year ago in the industrial PPE lines. Turning to page and looking at the first quarter of this year, we had a slow start in January and February but we saw return to growth in March and April. Orders across these areas were up 9% in March and were up double digits in April versus a year ago. We know the pace of deliveries and revenue performance could be impacted by the challenges in our supply chain but I am especially encouraged by the improvement in demand levels across our international or -- I'm sorry, our industrial-related products. And third, our air purifying respirators presented another tough comparison due to the initial pandemic surge last year. This landscape continues to evolve as stimulus packages are allocated to enhance PPE supplies for workers. While the pace of incoming business in 2021 has been a bit disappointing thus far, we continue to stay ready to supply these products when called upon, consistent with the MSA mission. Touching on fire service, backlog remains very healthy in this area. It was also encouraging to see that funding allocated to our first responders and municipalities was included in the U.S. stimulus packages. This funding and the mission-critical nature of our products provides a healthy outlook for the fire service business. Gross profit declined 240 basis points from a year ago. The decline is related to three primary areas: first, lower demand led to lower throughput in our factories, which drove inefficiencies and inventory charges. The inventory charges were primarily related to lower demand for respiratory protection. Second, a less favorable product mix and higher input costs impacted margins. We've made adjustments to certain pricing actions already, and we will continue to evaluate additional pricing opportunities as we navigate the inflationary pressures. And last, our Bristol turnout gear business was about 50 basis points dilutive to overall gross profit. Gross margins for turnout gear are lower than our corporate average. And that said, we expect to improve Bristol margins as we execute our integration plans. Now I'll shift to SG&A expense. Our expense of $75 million was down 6% or about $5 million from a year ago, and this includes $2 million of costs associated with the recent acquisition of Bristol. We delivered $7 million to $8 million of savings from restructuring programs and discretionary cost savings associated with reduced travel, controlled hiring, professional services and other costs. About half of these savings are temporary, and I expect these will return to some extent as the business improve and travel opens up. The other half, however, of the savings are structural in nature. Overall, I remain confident in our ability to deliver the cost savings we've committed to for 2021 across the income statement. In the second quarter, we will continue to manage our cost structure very closely. However, we expect the year-over-year SG&A comp to become more difficult. I say that because our SG&A in the second quarter of 2020 was $69 million, and that number reflects the initial cost reduction activities that occurred at the onset of the pandemic. Our quarterly adjusted operating margin was down 330 basis points on the gross profit headwinds and overall lower revenue volume. Looking at our segment performance, International margins were down 270 basis points to about 8.8% of sales. What we're seeing here is the impact of the lower revenue. Our cost reductions and pricing programs remain very much on track. But it's difficult to get leverage on the double-digit sales decline. Bristol, which is our operating -- which is in our International reporting segment, was dilutive to the international margins by about 120 basis points. And looking ahead, I know we remain well positioned in this area. I say that because I believe we will see continued margin expansion in the international segment as the volume comes back online and COVID lockdowns ease. Americas margins were down about 420 basis points to 21.7%. The gross profit challenges that I mentioned previously drove this decline. We are focused on driving improvements in our Americas segment margin performance, and I am confident in our ability to drive improvements in this area going forward. From a cash flow and capital allocation perspective, quarterly free cash flow conversion was about 100% of net income. In fact, operating cash flow was up more than 200% compared to a year ago. We generated strong cash flow despite the P&L challenges, and I'm encouraged by the strong performance across working capital, which declined about 100 basis points as a percentage of sales from year-end without the impact of Bristol. As I've noted on many different occasions, growth continues to be a top priority in our capital allocation strategies. We deployed $63 million for the Bristol acquisition in the first quarter, and leverage remains very healthy at 0.7 times EBITDA on a net basis. We remain active in pursuing M&A opportunities as well as funding organic projects that drive long-term growth for MSA. As we look ahead, we're operating in a very dynamic environment. There are a number of evolving factors that will continue to influence our revenue outlook. These factors include, among other things, the effectiveness of the vaccine rollout, risk of additional COVID lockdowns, industrial employment rates, the pace of economic recovery and the extent of supply chain challenges as economies open back up. Collectively, all of these variables make the outcome very hard to predict, but we know our order trends have improved in March and April, and they've improved across a number of key areas in our business. So today, I do have a greater sense of confidence heading into the second quarter. To wrap up, my optimism is based upon our March and April order book performance. While near-term supply chain challenges could impact revenue performance, demand levels are improving. Our market positions have never been stronger, and we continue to invest in growth and productivity programs across our business. Further, I remain confident that the steps we're taking to improve our competitive position and our business model will be beneficial for MSA as conditions continue to improve. While it was a challenging start to the year, the improving order book in March and April provides more optimism for the second quarter and beyond. I'm very confident that our long-term focus areas will position MSA for success in the years ahead. At this time, Ken and I will be glad to take any questions you may have. Please remember that MSA does not give guidance. ","q1 revenue fell 10 percent to $308 million. " "Greg and Jason will review our results along with commentary, and Jack and Mahesh will join for Q&A. These materials include GAAP to non-GAAP reconciliations for your reference. These statements are based on current expectations and assumptions that are subject to a variety of risks and uncertainties. Information about factors that could cause such differences can be found in today's earnings news release and the comments made during this conference call, in the Risk Factor section of our 2020 annual report on Form 10-K and in our other reports and filings with the SEC. I'm going to start off by sharing a few thoughts about the overall business before Jason takes us through our results and our outlook. First, Q3 results highlight the continued strong demand we're seeing across the business. We grew revenue 13%, earnings per share 21% and expanded operating margins by 150 basis Additionally, we ended the quarter with a record Q3 backlog of $11.4 billion, up 7% from last year. Second, we saw strong growth in all three technologies during the quarter. In LMR, revenue was up 11% while navigating a very challenging supply chain environment and video security and access control revenue was up 26%, driven by strong broad-based demand for both our fixed and mobile video offerings. And in Command Center Software revenue was up 13% as we continue to expand within our existing installed base and win new customers. And finally, based on our strong Q3 results and our expectations for the remainder of the year, we're again raising our full year guidance for both sales and EPS. Our Q3 results included revenue of $2.1 billion, up 13%, including $15 million from acquisitions and $25 million from favorable currency rates. GAAP operating earnings of $451 million and operating margins of 21.4% compared to 18.9% in the year ago quarter. Non-GAAP operating earnings of $555 million, up $92 million or 20% from the year ago quarter and non-GAAP operating margins of 26.3% of sales, up from 24.8%, driven by higher sales, higher gross margins and improved operating leverage in both of our segments. GAAP earnings per share of $1.76 compared to $1.18 in the year ago quarter. The increase was primarily due to higher sales, higher gross margins and improved operating leverage as well as a loss related to the refinancing of long-term debt that occurred in the third quarter of 2020. Non-GAAP earnings per share of $2.35 compared to $1.95 last year, primarily due to higher sales, higher gross margin and improved operating leverage again in both segments. Opex in Q3 was $496 million, up $41 million versus last year, primarily due to higher compensation related to incentives and higher expenses related to acquisitions. Turning to cash flow. Q3 operating cash flow was $376 million compared with $392 million in the prior year, while free cash flow was $315 million compared with $343 million in the prior year. The decrease in cash flow was primarily due to an increase in working capital, inclusive of our higher inventory, partially offset by higher earnings. Year-to-date operating cash flow was $1.1 billion, up $225 million compared with last year, and free cash flow was $959 million, up $201 million over last year. The increase in cash flow year-to-date was primarily driven by higher earnings, partially offset by higher cash taxes paid during this year. Our capital allocation in Q3 included $137 million in share repurchases at an average price of $234.18, $120 million in cash dividends and $61 million of capex. Additionally, during the quarter, we closed the acquisition of Openpath, a leader in cloud-based access control solutions for $297 million, we invested $50 million in equity securities of Evolv, whose technology powers our concealed weapons detection solution. And subsequent to quarter end, we acquired Envysion, a leader in enterprise video security and business analytics for $124 million net of cash. Moving next to our segment results. Q3 Products and Systems Integration sales were $1.3 billion, up 14%, driven by strong growth in LMR and video security. Revenue from acquisitions in the quarter was $12 million. Operating earnings were $273 million or 20.6% of sales, up from 18.9% in the year prior on higher sales, higher gross margins and improved operating leverage. Some notable Q3 wins and achievements in this segment include $72 million of P25 orders from a large U.S. federal customer, a $70 million TETRA order from the German Navy, a $45 million TETRA upgrade from a large EMEA customer, a $43 million P25 order from a large North America customer, a $22 million P25 upgrade from Metro Sao Paulo in Brazil. And also during the quarter, we grew our Video Security and Access Control product revenue by 23%. Moving to the Software and Services segment. Q3 revenue was $782 million, up 11% from last year, driven by growth in LMR services, video security and command center software. Revenue from acquisitions in the quarter was $3 million. Operating earnings were $282 million or 36% of sales, up 140 basis points from last year, driven by higher sales, higher gross margins and improved opex leverage. Within this segment, some notable Q3 wins included a $41 million command center software contract with a large U.S. state and local customer, $31 million P25 multiyear extension with a customer in North America, a $17 million push-to-talk over broadband multiyear renewal with a large U.S. customer, a $7 million Command Central suite and video security order with the city of Yonkers, New York, which expanded off of a prior body-worn camera win. During the quarter, we grew our video security and access control software revenue by 32%. Additionally, we launched the M500, the first in-car video system enabled by artificial intelligence. Moving next to our regional results. Q3 North America revenue was $1.4 billion, up 14% and growth in LMR, video security and command center software. International Q3 revenue was $658 million, up 10%, also driven by LMR, video security and command center software. We saw strong growth in EMEA and Latin America during the quarter, while in Asia Pac, we continue to experience headwinds related to COVID-19 lockdowns in various countries. Ending backlog was a Q3 record of $11.4 billion, up $710 million compared to last year, driven primarily by growth in North America. Sequentially, backlog was up $144 million, also driven primarily by growth in North America. Software and Services backlog was up $6 million compared to last year, driven by a $479 million increase in multiyear services and software contracts, partially offset by revenue recognition on Airwave and ESN over the last year. Sequentially, backlog was down $112 million, driven primarily by revenue recognition for Airwave and ESN during the quarter, partially offset by growth in services and software contracts in North America. Products and SI backlog was up $704 million compared to last year and $256 million sequentially, driven primarily by LMR growth in both regions. Turning next to our outlook. We now expect full year sales to be up 10% to 10.25% compared to prior guide of 9.5% to 10%. And we now expect full year earnings per share between $9 and $9.04 per share, up from our prior guide of $8.88 to $8.98 per share. This increased outlook includes the video security and access control technology growing greater than 30%. It also includes our current view of supply chain conditions, FX at current spot rates and an effective tax rate of 21.5%, along with a diluted share count of 174 million shares. And finally, we now expect full year opex to be $1.95 billion, inclusive of our two latest acquisitions, Openpath, and Envysion, and we expect full year operating cash flow to be approximately $1.825 billion, up $25 million from our prior estimate. First, our results for the quarter were outstanding, and I'm extremely proud of how the team is executing through a very tough supply chain environment. We achieved record Q3 sales, operating earnings and earnings per share and expanded operating margins by 150 basis points and finished the quarter with a record Q3 ending backlog. Second, I want to share some color on what we're actually seeing in the two segments. In Products and SI, demand for both our LMR and video security remained robust, highlighted by the strong revenue growth in Q3 and record ending backlog. Supply chain constraints continue to impact our LMR business and in particularly, our PCR business as demand outpaced our ability to obtain supply in Q3, and we expect we'll continue to do so in Q4. In software and services, we continue to see strong demand, which is driving revenue growth and improved profitability. In fact, as we finish the year, we now expect operating margin to increase by 200 basis points year-over-year for the segment. Our customers continue to increase their investment in our value-added services. And in software, while we now expect Command Center Software revenue growth to be low double digits, our video security and access control software revenue growth will likely be greater than 35% this year and is the fastest growing area within our software portfolio. Finally, as I look ahead, I'm encouraged by how we're positioned. Our strong Q3 backlog in both segments provides us with significant demand visibility. We're expanding our relationships within our existing installed base to provide more software and services. The customer funding is as good as I've seen it. And our NDAA compliant manufacturing in North America is providing a key differentiator for our fixed video solutions. And while we expect the challenging supply chain environment to be with us through at least the first half of next year, we're still planning for another year of strong revenue, earnings and cash flow growth in 2022. [Operator Instructions] Operator, would you please remind our callers on the line how to ask a question. ","compname posts q3 sales of $2.1 billion. sees fy revenue up 10 to 10.2 percent. q3 sales rose 13 percent to $2.1 billion. qtrly gaap earnings per share (eps) of $1.76. qtrly non-gaap eps* of $2.35. raises full-year revenue and earnings per share guidance again. sees fy non-gaap earnings per share $9.00 to $9.04. sees fy revenue growth of 10% to 10.25%. " "Erik Gershwind, our chief executive officer; and Kristen Actis-Grande, our chief financial officer, are both on the call with me. As we continue working remotely at MSC, please bear with us if we encounter any technical difficulties. For many years, the concept of doing the right thing has driven everything we do in all of our stakeholder interactions at MSC. I invite you to learn more about our community relations, diversity and inclusion, corporate governance, and environment and sustainability efforts by visiting our website. This is only the very beginning of our ESG journey, but we are committed to progress and continually striving for excellence. Let me reference our safe harbor statement under the Private Securities Litigation Reform Act of 1995. These risk factors include our comments on the potential impact of COVID-19. I hope you enjoyed your holiday weekend. I'm excited to update you today on our progress this quarter. We are seeing the benefits of the strategic pivot that's been made by our company over the past few years. We made significant investments across the organization to transition from a leading spot-buy provider to a mission-critical partner on the plant floor augmented by our spot-buy capabilities. With the bulk of the less visible changes completed, we outlined our plan to return to historic levels of revenue and earnings growth, consistent with the legacy of our company. Mission Critical is our program to translate those investments into superior financial performance. And we shared with you two goals that underpin our efforts: first, to accelerate market share capture with a target growth rate of at least 400 basis points above IP by the end of our fiscal 2023; second, to return ROIC into the high teens powered not only by leveraging growth, but also by structural cost takeout of 90 to $100 million also by the end of fiscal 2023. This year, our fiscal 2021 began our proof of concept with our fiscal third quarter serving as the latest encouraging data point. With respect to revenues, we committed to achieve a minimum of 200 basis points of positive spread versus the IP by our fiscal fourth quarter. Q3 is muted by PPE comps, but the non-safety and non-janitorial business grew about 21% year over year, and we expect our total company growth to meet or exceed our fiscal Q4 commitment. This year, with the help of numerous structural cost reductions, we increased our customer-facing sales headcount and will continue doing so into fiscal 2022. We've grown share in metalworking through investment and innovation that improve our customers' businesses. At the tail end of fiscal 2021 and into fiscal '22, we're implementing improvements in e-commerce. We started with a new production information system earlier this year and are now rolling out enhanced search capabilities, new user interfaces for both desktop and mobile, a new transactional engine, and overall improved functionality. We've committed to maintaining our gross margin through a series of initiatives, and excluding the writedown for PPE, we have done so. The macro environment is driving price increases. And given our inventory turns and innovative merchandising and pricing programs, we expect strong realization to continue. Finally, we've picked up the pace on structural cost takeout. We've already exceeded our $25 million cost takeout goal for fiscal 2021 for the full year. Looking ahead, fiscal 2022 is setting up even better than the current year. We will build on our momentum and continue making progress toward our goal of 400 basis points or more of market outgrowth as measured against the IP index. On the gross margin line, we expect inflationary pressures to continue. While purchase cost increases are beginning to make their way into our P&L, they will be offset by ongoing price realization, yielding a stable gross margin outlook year over year. On the structural cost front, we'll deliver roughly $20 million of incremental savings on top of that, which has been achieved over the past two years. And that will include benefits from existing initiatives, which will deliver incremental savings during the first half of '22 plus benefits in the second half from new initiatives that we have yet to execute, along with a handful of more transformational projects that will deliver additional savings in '23 and beyond. We will once again reinvest a portion of these incremental savings into our five growth initiatives to build upon market share capture. Nonetheless, we expect incremental margins at/or above 20%. How far north they go will be a function of how high we can get revenue growth and how much price realization we see. With all of this as the backdrop, I'll now turn to the specifics of the quarter beginning with the external landscape. The economic environment improved significantly. Most of our manufacturing end markets turned positive during the quarter, and this evidenced itself in IP readings that turned to double-digit growth in April and May and in sentiment readings, such as the MBI index, which are at very high levels. All of this is supported by our customers' outlooks, which are robust. At the same time, the industrial economy is experiencing very real supply chain shortages and disruptions. These disruptions are evidencing themselves in product scarcity, freight delays, and extreme labor shortages that are resulting in significant availability and inflationary pressures. And we are certainly not immune to these challenges. And in fact, we're seeing them play out. That said, we are very well-positioned to navigate the current environment, particularly when compared to the local and regional distributors who make up 70% of our market. MSC's broad multi-brand product assortment, our high inventory levels, strong supplier relationships, and next-day delivery capabilities position us well to accelerate market share capture. Additionally, the supply chain challenges are resulting in significant and growing inflation that is producing the most robust pricing environment we've seen in years. Turning now to our performance. You can see our reported numbers on Slide 4 and adjusted numbers on Slide 5. Revenues were up 2.2% on an average daily sales basis as we're seeing continued sequential improvement in our sales levels. Most notably, non-safety and non-janitorial product lines improved through the quarter from mid-single-digit declines in our second quarter to 21% growth in our third quarter. Sales of safety and janitorial products, as expected, given the significant surge during the pandemic last year, declined just over 40% for the quarter. Looking at our performance by customer type and excluding for a moment, the safety and janitorial product lines, all of our customers, all types, were up strong double digits. However, including all product lines and given the extremely difficult comparisons, government sales declined nearly 40%. National accounts returned to growth by posting a low single-digit increase, while our core customers improved and grew in the mid-teens. CCSG grew mid-single digits. June showed continued improvement with total company year-over-year growth estimated at 15.4%. Our non-safety and non-janitorial growth is estimated at roughly 20%, while safety and janitorial are estimated to be down roughly 10% against last year's continued PPE surge. We expect strong growth rates in non-safety and non-janitorial products for the balance of the fiscal year. On the pricing front, we've seen solid realization of the March price increase that we mentioned last quarter. And as a result, we saw a sequential lift in gross margin from our fiscal second quarter's adjusted rate of 42%. Since that last call, we've seen continued significant pricing activity from our suppliers. And as a result, we've implemented a June price increase. This is earlier than normal but certainly warranted given the environment. We will not hesitate to move again if suppliers continue raising their prices. Beyond the numbers, we had a couple of positive developments during the quarter. One was the recovery of the nitrile glove impairment, which Kristen will touch on in just a bit. The other was the acquisition of a majority stake in the William Hurst Company in June. Hurst is a metalworking distributor based in Wichita, Kansas with a heavy focus on the aerospace sector, and this deal is meaningful to MSC in several ways. Hurst goes to market with a highly specialized and highly technical sales force. It fills out a geography in which MSC was underpenetrated and, more importantly, brings technical capabilities that we can leverage across the entire MSC business. Aerospace is roughly 10% of total MSC sales today. It's an industry that is poised for strong growth coming out of the pandemic, and the Hurst platform will considerably enhance our effectiveness in serving and growing that portion of our business. Hurst has been led by CEO, John Mullen, who remains at the helm and retains a meaningful ownership stake in the business. I'll now turn things over to Kristen to cover the financials and our mission-critical progress. I'll begin with a review of our fiscal third quarter and then update you on the progress of our mission-critical initiatives. Slide 5 reflects our adjusted results. Our third-quarter sales were 866 million, up 3.8% versus the same quarter last year. We had one more selling day this year in our third quarter. So on an average daily sales basis, net sales increased 2.2%. Erik gave some details on our sales growth, but I'll just reiterate that our non-safety and non-janitorial sales grew 21% in the quarter, while our safety and janitorial sales declined 42%. Moving to gross margins. Execution and realization on our midyear price increase was solid. Our gross margin for fiscal Q3 was 42.3%, up 30 basis points sequentially after adjusting our inventory writedown from last quarter and down just 10 basis points from last year. Looking ahead, we took our summer increase in early June in response to the continuing inflation we are seeing from our suppliers. We expect the recent trending to continue and aim to achieve a gross margin for fiscal 2021 that is flat with fiscal 2020. Operating expenses in the third quarter were 257.3 million or 29.7% of sales versus 242.8 million or 29.1% of sales in the prior year. Our third quarter includes just 400,000 of legal costs associated with the loss recovery, which I'll discuss shortly. So OPEX as a percent of sales, excluding those costs, was the same as the GAAP figure or 29.7%. Let me share a few more details on our third-quarter OPEX. As I mentioned on our last call, we expected OPEX to increase sequentially from our second quarter, not only by the variable operating expenses associated with higher sales but also due to expected higher incentive compensation, as well as growth investments related to Mission Critical. Recall that our adjusted OPEX for Q2 was 244 million. A 90 million increase in sales means roughly 9 million of variable-related OPEX. The remainder of the increase was primarily related to higher incentive compensation. While mission-critical growth investments did increase sequentially, this was offset by an increase in mission-critical savings, which I'll speak to in more detail in a few moments. We're pleased to report that last month, we received a 20.8 million loss recovery of the original 26.7 million impairment loss recorded in Q1. That recovery is below the operating expense line in the P&L, but it does increase our GAAP operating income such that our GAAP operating margin for the quarter was 14.8%. Excluding the 20.8 million loss recovery and associated legal fees, as well as restructuring charges during the quarter of 1.3 million, our adjusted operating margin was 12.6%, down 70 basis points from the prior year. GAAP earnings per share were $1.68. Adjusted for the loss recovery, as well as restructuring and other charges, adjusted earnings per share were $1.42. Turning to the balance sheet and moving ahead to Slide 7. Our free cash flow was 3 million in the third quarter, as compared to 49 million in the prior year. The largest contributors were our increasing inventory and accounts receivable balance as our sales picked up significantly in the quarter. I would also note that we repurchased 47 million of stock during the quarter or about 507,000 shares at an average price of 92.92 per share. This underscores our ongoing commitment to a balanced capital allocation philosophy and our goal to maximize total shareholder returns. In fact, to date in our fiscal Q4, we repurchased another 229,000 shares at an average price of $89.07. Lastly, when it comes to cash flows, please note that the 20.8 million loss recovery was received in June and will therefore be reflected in our fiscal fourth-quarter cash flows. As of the end of fiscal Q3, we were carrying 598 million of inventory, up 66 million from last quarter. We're actively managing inventory levels to ensure we can support our customers as sales continue accelerating. Therefore, inventory levels are likely to continue climbing in the fourth quarter. We still expect capital expenditures for the fiscal year of approximately 55 million, and we still expect our cash flow conversion or operating cash flow divided by net income to be above 100% for fiscal 2021. Our total debt as of the end of the third quarter was 759 million, reflecting a 75 million increase from our second quarter. Roughly two-thirds of that increase was used to repurchase shares under our ongoing share repurchase program. As for the composition of our debt, 187 million was on our revolving credit facility. About 200 million was under our uncommitted facilities, 20 million was short-term fixed-rate borrowings, and 345 million was long-term fixed-rate borrowings. Cash and cash equivalents were 27 million, resulting in net debt of 732 million at the end of the quarter. Let me now provide you with an update on our Mission Critical productivity goals. On Slide 8, you can see our original program goals of 90 to a hundred million of cost takeout through fiscal 2023, and that is versus fiscal 2019. Our cumulative savings for the first half of fiscal '21 were 17 million, and we saved another 12 million in our third quarter bringing our year-to-date savings to 29 million against our goal of 25 million by the end of this year. We also had invested roughly to 7 to 8 million in the first half of fiscal '21, and we invested another $7 million in our third quarter, bringing our total year-to-date investments to 15 million, which compares to our original full-year target of 15 million. Given the success of the program through the first three quarters, we now expect to achieve savings for fiscal 2021 of roughly 40 million. Regarding total investments for fiscal '21, we now expect roughly 25 million, which would result in net savings of 15 million for this year. With respect to sales, the difficult safety and janitorial comparisons will ease in our fiscal fourth quarter and into fiscal '22. We expect double-digit growth rates for the total business in our fiscal fourth quarter and continued strength into fiscal '22. For fiscal '21, we expect a low single-digit total company growth, and we aim to achieve gross margins that are flat with fiscal '20. In terms of adjusted operating expenses, sequentially from our third to fourth quarters, we will see a decline due to volume-based expenses from sequentially lower sales dollars and lower incentive compensation. With that in mind, we remain on track with our adjusted annual operating framework for fiscal 2021, which you can see on Slide 9. Furthermore, and as Erik mentioned earlier, we expect to achieve 20% or higher incremental margins in both fiscal '22 and fiscal 2023. Fiscal 2021 is finishing on a high note, and we expect that momentum to continue into fiscal '22. We are gaining steam internally, and our end markets are strengthening as evidenced by IP readings. The inflationary environment, along with our ongoing price realization should continue to support gross margins. On the structural cost front, we've made strong progress on our Mission Critical program and will deliver further savings over the next two years and beyond. All of that should translate into incremental margins at/or above 20% for the next two years. ","q3 earnings per share $1.68. quarterly adjusted diluted earnings per share $1.42. " "Erik Gershwind, our chief executive officer; and Kristen Actis-Grande, our chief financial officer, are both on the call with me. As on our last call, we are all remote, so bear with us if we encounter any technical difficulties. The risk factors include our comments on the potential impact of COVID-19. And let me start by saying that I hope everyone remains safe and healthy. After that, we're going to look forward and we're going to look forward to the next three years to discuss what is the next stage of our transformation journey. We've completed the heavy lifting of our sales force transformation and are now focused on accelerating market share capture and improving profitability. This is a companywide effort that we're calling Mission Critical. And Mission Critical is more than just a project name, it's reflective of our business strategy of serving as a mission-critical partner to our customers on their plant floors. And it also reflects the fact that accelerating market share capture and improving profitability and doing so with urgency is mission critical for our organization and our stakeholders. A lot more is coming on this shortly, but I'll first turn to the quarter, and we've provided some highlights on Slide 3. Our fiscal fourth-quarter financial results continue to reflect solid execution in a tough environment. Versus the prior year period, overall sales were down 11.3% or 12.7% on an average daily sales basis. Gross margin was down 40 basis points and operating margin was 9.8% as compared to 10.7% in the prior year. Excluding one-time adjustments, our operating margin was 11.2%, down just 30 basis points from 11.5% in the prior year due to implementing effective cost controls. This all resulted in solid earnings for the quarter. As we noted in our August sales release, sales of our nonsafety and nonjanitorial product lines have continued to improve sequentially through the quarter. Sales of safety and janitorial products also continued growing, with year-over-year growth of roughly 20% each month on average and for the quarter. Looking at our performance by customer type. National Accounts declined slightly more than 20%, while our core customers declined mid-teens and CCSG was down in the low double-digits. Government sales and that's both state and federal, were up significantly due to the surge in large safety and janitorial orders, partially offsetting the declines in the other customer types. All of this shows that sales levels have continued to lift and have seen a slight increase in the rate of improvement over the past couple of months. Most manufacturing end markets, while showing sequential improvements in the quarter, are still soft. Many national accounts are running one shift as opposed to the two or three shifts they were running pre-pandemic. Our job shop and machine shop customers continue carrying smaller-than-normal backlogs. These customers remain cautious about spending and they're burning off inventory as much as possible, given continued uncertainty. The persistence of COVID-19 and its potential for future surge is certainly playing a role in all of this. And this caution is reflected in recent sentiment indices, such as the MBI, which remains negative on a rolling 12-month average. That said, the readings have improved over the past couple of months and actually reached neutral territory in September. Should this improvement continue, it would bode well for our business and should translate into continued sequential lift in our revenues. In terms of end markets, the softness in industrial demand was broad-based, with acute weakness in heavily metalworking-centric end markets such as aerospace and oil and gas. There are some pockets of strength in certain areas, but not in our core end markets which remain suppressed. We continue to hear that local distributors are suffering. And the longer that the weak conditions persist, the more pressure they're coming under. This continues to create market share capture opportunities and we are focused on capitalizing on them. Moving now to gross margins. I remain pleased with our performance. In particular, we're executing well on both the pricing and the purchase cost fronts. We're seeing strong realization from our annual price increase and we're continuing to benefit from supplier programs on the purchase cost line. You'll note that our sequential drop from the third quarter to the fourth quarter in gross margin was on the higher side of the typical seasonal decline. This was strictly the result of mix and, in particular, the sale of PPE-related SKUs. Absent this headwind, we maintained underlying gross margin stability. September and October gross margins continued our recent trending. Price and costs are performing well, but will likely have continued PPE mix pressure in the first quarter, similar in size to that of our fourth quarter. Looking beyond the first quarter, as we move past the PPE-related mix noise, we expect gross margins to remain at levels close to or at prior year. Cash flow in the quarter remained strong and allowed us to repay a significant amount of debt. He and the team did an exceptional job over the past few months, particularly during the COVID crisis. We're grateful, Greg, for your hard work. And of course, you continue to be an integral part of our future efforts. It's great to be here, and I am looking forward to the work ahead of us. Over the coming months, hopefully, I'll have an opportunity to meet those of you on the phone who I haven't met already, although that will probably be virtual, of course. As Erik mentioned, I'm going to run us quickly through the numbers for our fiscal fourth quarter and then, we'll devote time to discussing Mission Critical. Our fourth-quarter sales were $748 million, a decline of 11.3% versus the same quarter last year. Our average daily sales in the fiscal fourth quarter were $11.7 million, a decrease of 12.7% on an ADS basis versus the same quarter last year. Our operating margin was 9.8% compared to 10.7% in the same period last year. Excluding severance and other costs, our adjusted operating margin was 11.2% versus an adjusted 11.5% in the prior year. Within our operating profits, Erik touched on the items impacting our gross margin, which was 41.6% or 40 basis points below the prior year. So I'll go a little deeper now into our operating expenses. Total operating expenses in the fourth quarter were $238 million or 31.9% of sales versus $263 million or 31.2% of sales in the prior year. This also includes about $11.2 million of costs related to severance and the review of our operating model mentioned on previous calls. You'll see a sizable drop in our total company headcount in our operating statistics. This was the result of actions tied to our structural cost initiative and explains the severance costs in the quarter, which were $8.1 million of the $11.2 million. Excluding those costs, operating expenses as a percent of sales were 30.4% in the prior year, excluding $6.7 million of costs related to severance, operating expenses were also 30.4% of sales. Our results for the quarter reflect the swift cost containment measures we implemented due to COVID-19, including temporary reductions in variable hours, in executive and management salaries, temporary suspension of our 401(k) match, a hiring freeze, and virus-related travel restrictions. We've now reversed some, but not all of these temporary actions. For example, in our fiscal first quarter, we restored our 401(k) match. All of this resulted in earnings per share of $0.94. And adjusted for severance and other costs, earnings per share was $1.09. Turning to the balance sheet on Slide 7. We achieved strong free cash flow of $171 million in the fourth quarter. A key driver was the $32 million decrease in inventory from last quarter to $543 million. This reflects typical contraction in a soft environment, but also maintains levels that support share capture. We also benefited from a large reduction in receivables. We continue to manage our liquidity very closely. Given the stabilizing environment, we paid down over $300 million of our revolving credit facility in August, as well as, $20 million of maturing private placement debt. Our total debt as of the end of the fourth quarter was $619 million, comprised primarily of a $250 million balance on our revolving credit facility, $20 million of short-term fixed rate borrowings, and $345 million of long-term, fixed-rate borrowings. Cash and cash equivalents were $125 million, so our net debt was $494 million. In September and October, we deployed our strong cash flow by paying down another $120 million of our revolving debt. Overall, our balance sheet and liquidity remain very healthy. Turning to Slide 8. Many of you know that over the past couple of years, we've been working hard to reposition MSC from a spot-buy supplier to a mission-critical partner on the plant floor of our industrial customers. Our focus now turns to implementing Mission Critical to deliver reaccelerated market share capture and a step change in improving profitability over the next three years. We plan to do so with the same sense of urgency that we demonstrated during the pandemic. I'll start with reaccelerating market share capture, which is on Slide 9. Our target is to outgrow the markets in which we compete by at least 400 basis points over the cycle. This market share growth capture is indexed against industrial production or the IP Index. Our analysis shows that IP is highly correlated with our growth rate over a cycle and it's a good proxy for the relative health and performance of the end markets that we serve. This is shown on Slide 10. IP is not perfect over shorter timeframes as the aggregate IP Index includes some of our noncore end markets as well. Nonetheless, we're going to use it going forward as our primary benchmark, as it gives us the opportunity to better measure our performance over time. This does not mean that sentiment indices, such as the MBI, are no longer important indicators to gauge the state of our markets. They are, but they're less indicative of outgrowth or share capture since they're purely sentiment service. Competitor and supplier growth rates also remain relevant, but differences in end market and product line exposure result in different levels of market growth for each of us. Spread above IP over a cycle is, we believe, the best gauge for outgrowth of our markets. Looking over extended periods of time, average IP growth is in the 2% to 3% range. So this implies MSC growth of at least 6% to 7% over a cycle. We believe that the actions we've taken recently, and those that we're taking now and into the near future, build to this level of outperformance over time. At the same time, we think that we can outgrow the market over the nearer term as well. And so our goal is to exit fiscal 2021 at roughly 200 basis points above IP. Most forecasts indicate a return to low single-digit positive growth for IP and during calendar 2021. Adjusting for our fiscal calendar, and assuming that these forecasts are accurate, it would mean that we would expect to be growing in the mid single-digits in our fiscal fourth quarter. But that would still be slightly down for the full fiscal '21, taking into account the PPE headwind that we will face primarily in our fiscal third quarter. There are five growth priorities that will deliver this above-market growth. And none of these should surprise you, given that they're aligned with the work that I've spoken about pre -- previously. What you should take away from this discussion, though, is the details within each and the specific actions and investments that we're making to produce measurable returns. Let me spend a moment on each one. This is the core of our business, a position where we have leadership today and where we think we can widen our lead. We will do this by building on our talented team of metalworking specialists through hiring and training. We've begun this effort in earnest and plan to add about 25% to our metalworking specialist team over the course of the year. We'll also continue adding to our industry-leading product and supplier portfolio, and we'll introduce value-added services to our customers such as MSC MillMax, an exclusive technology that we just brought to market. It's a proprietary product that, with a simple tap on a machine, uses data and analytics to optimize our customers' machining operations. Early customer response has been very good. And more importantly, MSC MillMax is delivering improvements to their operations. We're now making it available to all of our customers. The second lever, selling the strength of our broad portfolio. This encompasses investing in our CCSG or Class C consumables business, leveraging the cross-selling that results from it, and leveraging the programs that we've put in place with those supplier partners who have recently invested with MSC and stepped-up programs. Our joint opportunity funnels are growing nicely along each of these dimensions and we are focused on converting those into new business. The third lever, expanding our solutions footprint and that includes: vending, VMI, and our growing implant solutions program. We're finding that bringing these solutions to our customers consistently produces higher growth, better retention rates, and stronger lifetime value. As a result, we're increasing investments into each of them and we're raising our performance expectations. Our goal for implant solutions program sales is to double them over the next three years. Our fourth lever is digital. E-commerce has long been a strength of ours and represents roughly 60% of our sales today. However, standing still is not an option and so we're raising the bar on ourselves to produce a better experience for our customers. We have hired a new leader, who is staffing a new team with deep digital expertise. Their focus will be on our website and on other digital tools that bring us closer to our customers and build higher levels of loyalty and retention. This will include a new product information system, a new search engine, a new user experience, and the new front-end transactional engine. The fifth lever is diversified customer end markets. While the core of the business is selling into durable metal-cutting manufacturers, we're also focused on building scale in other areas that are countercyclical and that still leverage many of our strengths. Government is a good example of this. It's no secret that we had some execution issues there a couple of years back. We've worked hard to rebuild our team and our business, and we're seeing the payoff in the form of accelerated growth rates, which of course, have been aided by COVID relief. We plan to continue building on this momentum. Towards that end, we'll be adding hunter roles that are specific just to government. I'll now turn to our second goal, as summarized on Slide 11, to deliver ROIC, return on invested capital, in the high teens within the next three years. This would imply profit growth of at least the high single digits and it would also imply incremental margins in the high teens. Again, all of this assumes that IP grows in the ranges that I mentioned earlier on. We launched an operational cost and productivity initiative to deliver on this goal back in fiscal 2020. As you've heard me mention, we expect this initiative to deliver about 200 basis points in cost down on an operating expense-to-sales ratio basis over the next three years. I'm going to now turn things over to Kristen, who will give you more details on the actions that will define our productivity runway. As Erik mentioned, a significant part of the Mission Critical program is to reduce operating expenses as a percent of sales. The cost takeout is going to come from an assortment of programs aligned to three separate tracks. So the first is sales and service, the second is supply chain, and the third is general and administrative costs. Erik covered some of the sales and service initiatives, so I'll elaborate a little bit more on supply chain and the G&A tracks. Let me first say that the productivity comes from a number of projects and we are tracking each of them closely, with several already announced or even executed. For example, under supply chain, we recently announced that we will be closing one of our smaller distribution centers located in Dallas and moving the service to the remainder of our distribution network. We are also stepping up our use of automation and robotics at several of our customer fulfillment centers for packaging. This was started last year in Harrisburg and is now being expanded to Elkhart. These moves will improve our productivity and allow associates to perform greater value-added services. We have also renegotiated our freight contracts and will realize significant savings over the next three years. When it comes to G&A, in our fiscal fourth quarter, we completed a process redesign of our talent acquisition function, which resulted in outsourcing that function. This is allowing us to find talent at a faster pace and reduced cost. Another example is the voluntary retirement program we offered in our fourth quarter. The take-up on the program was very good, as is evidenced by the significant headcount drop in our fiscal fourth quarter. While we will likely reinvest some of these cost savings over time into the five growth initiatives that Erik mentioned earlier, the program will still produce meaningful overall cost reduction. We've also revised our travel policy such that a significant portion of the COVID-related temporary travel cost savings will become permanent. And finally, we're renegotiating indirect spend contracts, where we'll see an opportunity for further savings. Stepping back from these examples, just kind of thinking about the overall operating expense dollars. In fiscal '20, we reported operating expenses of $993 million. In fiscal '21, the add-back of costs associated with the temporary cost reduction measures roughly offsets the reduction in variable costs from slightly lower sales. As Erik mentioned, Mission Critical includes growth investment, and that will be in the range of about $15 million in our first year of the growth program which is 2021. This will be more than offset by total structural Mission Critical savings in 2021 in the range of $25 million. And by the way, this is in addition to approximately $20 million of savings that we've already achieved in 2020. Putting all of this together means that we would expect operating expenses to be slightly down if sales are flat to slightly down in fiscal '21. Now let's dig into 2021 a little bit more to supplement what Erik mentioned earlier on the growth line. On gross margin, we expect the full year to be flat to down 50 basis points year over year. An operating margin framework is shown on Slide 13 for GAAP and 14 for adjusted figures. Operating margins will naturally vary based on the sales level. If sales are down slightly on an adjusted basis, we would expect operating margin to be in the range of 11.2%, plus or minus 20 basis points. If sales are flat, we would expect operating margin to be in the range of 11.4%, plus or minus 20 basis points. And finally, if sales are slightly up, we would expect operating margin to be in the range of 11.7%, plus or minus 20 basis points. Over the next three years, we are implementing a change equation that we believe will accelerate market share capture and improve profitability. On the growth side of that equation, we're targeting growth rates of at least 400 basis points above market over the cycle by investing in the five growth levers I described earlier. Our investments will be funded by costs being taken out of the business and we're looking to grow profits faster than sales. This will enable us to improve returns on invested capital into the high teens. All of this is aligned with our ongoing work to reposition MSC from a spot-buy supplier to a mission-critical partner on the plant floor of our industrial customers. The results will not come overnight, particularly, given that we're still dealing with the uncertainty being driven by COVID-19. However, you saw some early actions being taken in the fiscal fourth quarter and more is to come. As we move into fiscal 2021, despite the uncertain environment, we're going to press ahead with urgency. This is going to be a year of taking measurable action to change the course of this business over the long-term. It will be a year of investment, investment that will be more than funded through cost savings. 2021 is also going to be a year about recommitting to our values: doing the right thing, being humble, putting our customers first, embracing differences, being transparent, transforming, and most importantly, delivering results. ","compname reports q4 adjusted earnings per share $1.09. q4 adjusted earnings per share $1.09. q4 earnings per share $0.94. quarterly net sales of $747.7 million, decrease of 11.3% yoy. " "I'm excited to have Kirsten Lynch, our current chief marketing officer and incoming chief executive officer, joining Michael Barkin, our chief financial officer, and me on the call today. We undertake no duty to update them as actual events unfold. Today's remarks also include certain non-GAAP financial measures. So with that said, let's turn to our fiscal 2021 and fourth-quarter results. Given the continued challenges associated with COVID-19, we are pleased with our operating results for the year. Our results highlighted our data-driven marketing capabilities, the value of our pass products, the resiliency of demand for the experiences we offer throughout our network of world-class resorts, and our disciplined cost control. Results continued to improve as the 2020-2021 North American ski season progressed, primarily as a result of stronger destination visitation at our Colorado and Utah resorts. Excluding Peak Resorts, total skier visitation at our U.S. destination mountain resorts and regional ski areas for fiscal 2021 was down only 6% compared to fiscal 2019. and the resort closing earlier than expected on March 30, 2021, following a provincial health order issued by the government of British Columbia. Whistler Blackcomb's total skier visitation for fiscal 2021 declined 51% compared to fiscal 2019. Our ancillary lines of business were more significantly and negatively impacted by COVID-19-related capacity constraints and limitations throughout the 2020-2021 North American ski season. We generated a resort reported EBITDA margin of 28.5%, driven by our disciplined cost controls, as well as a higher proportion of lift revenue relative to ancillary lines of business, compared to prior periods. For the fourth quarter, we are pleased with the strong demand across our North American summer operations, which exceeded our expectations, and we believe, highlights our guests' continued affinity for outdoor experiences. In Australia, we experienced strong demand trends at the beginning of the 2021 Australian ski season. However, subsequent COVID-19-related stay-at-home orders and temporary resort closures negatively impacted financial results for the fourth quarter by approximately $8 million relative to our guidance expectations issued on June 7, 2021. Fourth-quarter results were also negatively impacted relative to our June 7, 2021, guidance by a one-time $13.2 million charge for a contingent obligation with respect to certain litigation matters. I am pleased to be joining our earnings call today and look forward to speaking more regularly with our investors and analysts as we move toward the CEO transition on November 1. We are pleased with the results of our season pass sales to date, which continue to demonstrate the strength of our data-driven marketing initiatives and the compelling value proposition of our pass products, driven in part by the 20% reduction in all pass prices for the upcoming season. Pass product sales through September 17, 2021, to the upcoming 2021-2022 North American ski season increased approximately 42% in units and approximately 17% in sales dollars as compared to the period in the prior year through September 18, 2020, without deducting for the value of any redeemed credits provided to certain North American pass holders in the prior period. To provide a comparison to the season pass results released in June, pass product sales through September 17, 2021, for the upcoming North American ski season increased approximately 67% in units and approximately 45% in sales dollars as compared to sales for the 2019-2020 North American ski season through September 20, 2019, with pass product sales adjusted to include Peak Resorts pass sales in both periods. Pass product sales are adjusted to eliminate the impact of foreign currency by applying an exchange rate of 0.79 between the Canadian dollar and U.S. dollar in all periods for Whistler Blackcomb pass sales. We saw strong unit growth from renewing pass holders and significantly stronger unit growth from new pass holders, which includes guests in our database who previously purchased lift tickets or passes, but did not buy a pass or a lift ticket in the previous season; as well as guests who are completely new to our database. Our strongest unit growth was from our destination markets, including the Northeast. And we also had very strong growth across our local markets. The majority of our absolute unit growth came from our core Epic Pass and Epic Local Pass products. And we also saw even higher percentage growth from our Epic Day Pass products. Compared to the period ending September 18, 2020, effective pass price decreased 17% despite the 20% price reduction we implemented this year and the significant growth of our lower-priced Epic Day Pass products, which continue to represent an increasing portion of our total advanced commitment product sales. We are very pleased with the performance of our pass product sales efforts to date, which exceeded our original expectations for the impact of the 20% price reduction, particularly in the growth of new pass holders and in trade-up, as we are seeing from pass holders, into higher-priced products. As we enter the final period for pass product sales, we feel good about the current trends we are seeing. However, it is important to point out that we know a portion of the growth we have seen to date represents certain pass holders purchasing their pass earlier in the selling season than in the prior-year period. And we saw strong growth in the late fall in the prior-year period due to concerns about COVID-19, including questions about our resort access as a result of our reservation system. Given these factors and the other changing economic and COVID-related dynamics, it is difficult to provide specific guidance on our final growth rates, which may decline from the rates we reported today. As Rob mentioned, we're pleased with our results for fiscal-year 2021. As a reminder, in the prior year, we announced the early closure of the 2019-2020 North American ski season for our ski areas, lodging properties, and retail and rental stores as a result of the COVID-19 pandemic beginning on March 15, 2020. These actions had a significant adverse impact on our results of operations for fiscal-year 2020. Additionally, the ongoing COVID-19 pandemic and the resulting limitations and restrictions on our operations continued to have an adverse impact on our results for fiscal-year 2021, including the early closure of Whistler Blackcomb on March 30, 2021, and stay-at-home orders and periodic resort closures impacting our ski areas in Australia. Net income attributable to Vail Resorts was $127.9 million or $3.13 per diluted share for fiscal-year 2021, compared to net income of $98.8 million or $2.42 per diluted share in the prior fiscal year. Resort reported EBITDA was $544.7 million for fiscal-year 2021, an increase of $41.3 million compared to fiscal-year 2020. Fiscal 2021 includes the impact from the deferral of $118 million of pass product revenue and related deferred costs from fiscal 2020 to fiscal 2021 as a result of the credits offered to 2020-2021 North American pass product holders, a one-time $13.2 million charge for a contingent obligation with respect to certain litigation matters and approximately $2 million of favorability from currency translation from Whistler Blackcomb, which the company calculated on a constant-currency basis by applying current period foreign exchange rates to prior period results. Moving now to our fiscal 2022 outlook. We're encouraged by the robust demand from our guests, the strength of our advanced commitment product sales, and our continued focus on enhancing the guest experience while maintaining our cost discipline. Our guidance for net income attributable to Vail Resorts is estimated to be between $278 million and $349 million for fiscal 2022. And we estimate Resort reported EBITDA for fiscal 2022 will be between $785 million and $835 million. Using the midpoint of the guidance range, we estimate Resort EBITDA margin for fiscal 2022 to be approximately 32.1%, which is negatively impacted as a result of COVID-19 impacts associated with Australia in the first quarter of fiscal 2022 and the anticipated slower recovery in international visitation and group and conference business. The guidance assumes normal weather conditions, a continuation of the current economic environment, and no material impacts associated with COVID-19 for the 2021-2022 North American ski season or the 2022 Australian ski season other than an expected slower recovery for international visitation, which is expected to have a disproportionate impact at Whistler Blackcomb and group and conference business, which is expected to have a disproportionate impact in our Lodging segment. At Whistler Blackcomb, we estimate the upcoming winter season will generate approximately $27 million lower Resort reported EBITDA relative to the comparable period in fiscal 2019, primarily driven by the anticipated reduction in international visitation. Fiscal 2022 guidance includes an expectation that the first quarter of fiscal 2022 will generate a net loss attributable to Vail Resorts between $156 million and $136 million and Resort reported EBITDA between negative $118 million and negative $106 million. We estimate the negative impacts of COVID-19 in Australia and the associated limitations and restrictions, including the current lockdowns, will have a negative Resort reported EBITDA impact of approximately $41 million in the first quarter of fiscal 2022 as compared to the first quarter of fiscal 2020. We are providing guidance for the first quarter of fiscal 2022 as a result of these negative impacts of COVID-19 in Australia, and we do not intend to provide quarterly guidance on a go-forward basis. Despite the significant investment we made by increasing our minimum and entry wages this year and the headwinds that we expect to face from Australia, Whistler Blackcomb, and our group and conference business, we are expecting to drive margin expansion in fiscal 2022 through continued cost discipline, including significant cost savings that are a continuation of our focus on operating as efficiently as possible coming out of COVID-19. Our liquidity position remains strong, and we are confident in the free cash flow generation and stability of our business model. Our total cash and revolver availability as of July 31, 2021, was approximately $1.9 billion, with $1.2 billion of cash on hand, $418 million of revolver availability under the Vail Holdings Credit Agreement, and $195 million of revolver availability under the Whistler Blackcomb Credit Agreement. As of July 31, 2021, our net debt was three times trailing 12 months total reported EBITDA. Given our strong balance sheet and outlook, we are pleased to announce that the company plans to exit the temporary waiver period under the Vail Holdings Credit Agreement effective October 31, 2021, and declared a cash dividend of $0.88 per share payable in October 2021. The dividend payment equates to 50% of pre-pandemic levels and reflects our continued confidence in the strong free cash flow generation and stability of our business model despite the ongoing risks associated with COVID-19. Our board of directors will continue to closely monitor the economic and public health outlook on a quarterly basis to assess the level of our quarterly dividend going forward. As previously announced, we are on track to complete several signature investments in advance of the 2021-2022 North American ski season. In Colorado, we are completing a 250-acre lift-served terrain expansion in the signature McCoy Park area of Beaver Creek, further differentiating the resort's high-end family focused experience. We are also adding a new four-person lift at Breckenridge to serve the popular Peak 7, replacing the Peru lift at Keystone with a six-person high-speed chairlift and replacing the Peachtree lift at Crested Butte with a new three-person fixed-grip lift. At Okemo, we are completing a transformational investment, including upgrading the Quantum lift to replace the Green Ridge three-person fixed-grip chairlift. In addition to these investments that will greatly improve uphill capacity, we are continuing to invest in companywide technological enhancements, including investing in a number of upgrades to bring a best-in-class approach to how we service our guests through these channels. We are encouraged by the outlook for our long-term growth and the financial stability we have created. The success of our advanced commitment strategy, the expansion of our network, and our focus on creating an outstanding guest experience remain at the forefront of our efforts. Toward that end, we are launching an ambitious capital investment plan for calendar year 2022 across our resorts to significantly increase lift capacity and enhance the guest experience as we drive increased loyalty from our guests and continuously improve the value proposition for our advanced commitment products. These investments are also expected to drive strong financial returns for our shareholders. The plan includes the installation of 19 new or replacement lifts across 14 of our resorts and a transformational expansion at Keystone, as well as an additional -- as well as additional projects that will be announced in December 2021 and March 2022. All of the projects in the plan are subject to regulatory approvals. At Keystone, we are planning a significant terrain expansion into Bergman Bowl, which will create an incremental 555 acres of lift-served terrain and provide a significant capacity increase to the resort with a new six-person high-speed lift. We are also planning the renovation and expansion of the Outpost restaurant with an incremental 300 indoor seats and 75 outdoor seats. At Vail, we plan to significantly upgrade the capacity and experience for guests in the legendary Back Bowls. We plan to replace the existing four-person high-speed Game Creek Bowl lift with a new six-person high-speed lift. And we also plan to install a new four-person high-speed Sun Down Express lift. These investments will provide guests with better circulation and an additional lift to move between the Back Bowls and the front side of the mountain with better access to the lines at base area. At Whistler Blackcomb, we plan to meaningfully increase capacity and circulation from the Creekside base area by replacing the six-person Creekside Gondola with a new eight-person gondola and replacing the existing four-person high-speed lift with a new six-person high-speed lift. At Park City, we plan to significantly enhance capacity at the Park City base area and improve mid-mountain capacity and circulation. We plan to install our first eight-person high-speed lift, replacing the current six-person Silverlode lift. We also plan to install a new six-person high-speed Eagle lift, replacing two existing lifts to significantly improve the guest experience from the Park City base area for beginners and for our ski school guests. At Breckenridge, we plan to replace the existing three-person fixed-grip Rip's Ride lift with a new four-person high-speed lift. This upgrade will improve the beginner and ski school experience at Peak 8 with increased out-of-base circulation capacity, along with easier loading and unloading. We expect our capital plan for calendar year 2022 will be approximately $315 million to $325 million, excluding any real estate-related capital or reimbursable investments. This is approximately $150 million above our typical annual capital plan based on inflation and previous additions for acquisition and includes approximately $20 million of incremental spending to complete the one-time capital plan associated with the Peak Resorts and Triple Peaks acquisition. Given our recent financing and strong liquidity, the outlook for our business, driven by the growth of our advanced commitment strategy and the tax benefit in 2022 from additional accelerated depreciation on U.S. investments, we believe this is the right time for our company to make a significant investment in the guest experience at our resorts and expect this one-time increase in discretionary investments will drive an attractive return for our shareholders. We also intend to return our capital spending to our typical long-term plan and our calendar year 2023 capital plan with the potential for reduced spending, given the number of projects we will complete in calendar year 2022. We will be providing further detail on our capital plan in December 2021. We are incredibly grateful for the collective efforts of the firefighters, first responders, community members, and our employees who worked tirelessly to protect our Tahoe resorts and surrounding communities. We remain focused on the safety and wellbeing of our employees as we support the recovery effort of the greater Lake Tahoe area. This will be my 63rd and final earnings call, and I could not be prouder about where the company stands today and how it's positioned for the future. Throughout my time as CEO, one of my top priorities has been to identify and prepare a CEO for the next chapter in the company's growth and success, and I'm fully confident that Kirsten is that person. As Chief Marketing Officer for more than 10 years, Kirsten has been responsible for the transformation and success of Vail Resorts' data-driven marketing efforts and is a primary driver of the company's growth, stability, and value creation. Kirsten is also an incredibly skillful leader and developer of talent and has had an amazing track record of building very strong teams. With our company just having navigated the most challenging period in its history and coming out stronger than when it began, this is the right time for me to take a step back and play a different role at Vail Resorts and the right time for Kirsten to step into the CEO role to continue driving the strategy and growth of the company. I'm very excited to remain fully active and engaged in Vail Resorts' key strategic decisions and activities as Executive Chairperson. And I'm very proud that we are continuing to focus on our strategy of internal leadership development across all levels of the organization. I am fully confident in the depth of our entire management team, and I'm very excited for this next chapter in the company's success story. It has been an honor to be a part of an incredible group of leaders across all levels and locations of our company. When I look across the company and see how much has changed and how much we have accomplished, it reminds me what an incredible journey it has been, a true experience of a lifetime. ","announced a $315 million to $325 million capital plan for calendar year 2022. sees q1 of fiscal 2022 net loss attributable to co between $156 million and $136 million. there continues to be uncertainty regarding the ultimate impact of covid-19 on business results in fiscal year 2022. net income attributable to vail resorts, inc. is estimated to be between $278 million and $349 million for fiscal 2022. " "I'm Monica Vinay, Vice President of Investor Relations and Treasurer at Myers Industries. If you've not yet received a copy of the release, you can access it on our website at www. MyersIndustries.com, it's under the Investor Relations tab. These comments are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and involve risks, uncertainties, and other factors, which may cause results to differ materially from those expressed or implied in these statements. Further information concerning these risks, uncertainties and other factors is set forth in the company's periodic SEC filings and may be found in the company's 10-K and 10-Q filings. First, I want to say how proud I am of our employees, especially how they pulled together to deliver solid results during a challenging quarter while also staying safe. Due to the focus and dedication of our teams, we were able to deliver sales and operating results that were better than we had originally expected. As we noted in today's release, our businesses performed well during the quarter. We continue to meet our customers' needs, we delivered higher than anticipated sales despite challenges the complexities resulting from the COVID-19 crisis. Sales in our consumer end market increased significantly year-over-year as a result of higher demand for our fuel containers. We were also encouraged by the increase in demand that took place in our auto aftermarket sector, once stay at home restrictions were lifted and more vehicles returned to the road. Our businesses delivered gross margin expansion again this quarter. Adjusted gross profit margin increased to 36% in the second quarter of 2020 compared with 35% a year ago. This was due to solid operational execution and favorable price-cost margin, which more than offset the lower sales volume during the quarter. As a result, of the gross margin expansion and SG&A cost reductions, our operating margin was flat during the quarter despite the 12% decline in sales. We're also pleased that we generated positive free cash flow of $3.7 million during the quarter. As a result, our balance sheet remains strong and we continue to have significant liquidity to support our operations and our growth initiatives. Our entire team remains dedicated to staying safe while meeting our customers' needs and profitably growing our businesses. We remain confident that our company has the financial strength, a high-quality product, and the right growth strategies to emerge as a stronger organization in the future, once this crisis subsides. Most importantly, our second-quarter performance-as our second quarter performance demonstrates we have an industry-leading team capable of generating strong results even in the most challenging of circumstances. Net sales for the second quarter were $118 million, a decrease of 12% compared with the second quarter of 2019. The increases we saw from the fuel container sales in the consumer end market, and the Tuffy acquisition in the distribution segment were more than offset by sales decreases across the rest of our end markets. Gross profit margin increased 100 basis points to 36%, this was primarily due to favorable price-cost margin and lower operating costs. Our adjusted operating income decreased 14% to $12.3 million for the quarter. The adjusted operating income margin was flat despite the lower sales volume. This was the result of the higher gross profit margin, as well as lower adjusted SG&A expenses year-over-year due primarily to lower variable compensation and cost reductions. Adjusted diluted earnings per share were $0.23 compared to $0.27 for the second quarter of 2019. In the Material Handling segment, net sales decreased by 15.7%. As anticipated the challenging business environment led to sales declines in the Food and Beverage, vehicle, and industrial end markets. These declines more than offset large sales increase in the consumer end-market. However, the lower overall sales volume was partially offset by favorable price-cost margin, a positive sales mix, and lower operating costs. As a result, the segment's adjusted operating income margin increased to 19.5% compared with 18.3% for the second quarter of last year. In the Distribution segment, sales decreased 2.2% as the incremental sales from the August 2019 acquisition of Tuffy Manufacturing partially offset a decline in sales across the remainder of the segment. As Mike mentioned earlier, demand in this end market improved throughout the quarter as stay at home restrictions were lifted, closures eased and more vehicles were on the road. Consequently, sales during the quarter were better than we had anticipated. Distribution's adjusted operating income decreased to $1.6 million for the second quarter of this year, compared with $3.3 million a year ago, primarily due to unfavorable sales mix. This was the result of two factors. First, an unfavorable product mix due to higher sales of equipment versus consumables during the quarter. And second, an unfavorable mix of acquisition versus base sales volume. As a result, the segment's adjusted operating income margin was 4.4% compared with 8.7% for the second quarter of 2019. Turning to slide six, I'll review our balance sheet and cash flow. For the second quarter of 2020, we generated free cash flow of $3.7 million compared with $9.4 million last year. Working capital as a percent of sales at the end of the second quarter was 9.9%, which was higher than in previous quarters. The increase in working capital was primarily due to higher accounts receivable and inventory balances due to strong sales in June, and strategic investments in inventory to protect our supply chain during the crisis. We expect working capital to return to normal levels by the end of the year. Cash on the balance sheet at the end of the second quarter was $72 million and our debt to adjusted EBITDA ratio was 1.2 times, which is consistent with previous quarters. It's important to note that this outlook is based on current and projected market conditions, and there is still a lot of uncertainty around these projections. For the full year, we now anticipate a percentage sales decline in the mid to high single-digit range, which is a slight improvement from our previous expectation of an approximate 10% decline year-over-year. Now let's review our current outlook for each of the end markets. Starting with our consumer end market, the increase in demand during the second quarter was even greater than what than we had anticipated. As a result, we now expect the sales increase in the mid-single digits for the year in this market compared with our previous outlook about low single-digit increase. In our Food and Beverage end-market we continue to anticipate a mid-single-digit increase in revenue for the full year. Because last year's demand for seedboxes was unfavorably impacted by a late spring season and customer consolidations. We anticipate improved demand in the upcoming season which as a reminder, will occur in the fourth quarter of 2020 and first quarter of 2021. Turning to our vehicle end market while demand in the RV market has begun to improve, we do not anticipate that the second half improvement will be enough to offset the decline in sales that we experienced during the first half of the year. Additionally, demand in the automotive end market continues to be soft, therefore, as a result of the anticipated full-year decline in both RV and automotive customer sales, we continue to expect vehicle end-market sales to be down double-digits for the full year 2020. In our industrial end market, we continue to expect a soft demand environment in industrial manufacturing throughout the remainder of the year. As a result, we have maintained our industrial end market outlook of our percentage to be pretty in the low teens for the full year. And finally, in our auto aftermarket, because demand begin improving more quickly than we had anticipated once stay at home restrictions were lifted, we are now forecasting sales to decline in the low single-digit range, compared with our previous outlook of our high single-digit decline. Turning to slide eight, you can see our guidance for 2020. As I just discussed, we anticipate sales for the full year will be down mid to high single digits, which is a slight improvement over our previous forecast of an approximate 10% decline. We continue to expect depreciation and amortization to be approximately $21 million, net interest expense to be $4 million, a diluted share count of approximately 36 million shares, and capital expenditures to be roughly $15 million. Lastly, we anticipate an effective tax rate of 26%, which is slightly lower than our previous guidance of 27%. And before we take questions, I'd like to close with a few comments. In the coming months, we'll have a sharp focus on delivering profitable growth and increasing shareholding value. In our Material Handling segment, we intend to use a disciplined M&A process to acquire businesses that build on our technological strength in plastics manufacturing. In addition to M&A, we aim to grow organically, building out our commercial, sales, and marketing capabilities. We are strengthening our teams and our focus in these areas and expect to see positive results in the future. In Distribution, we will continue to execute our transformation and continuous improvement initiatives. These include winning new business, growing key accounts, enhancing and expanding our e-commerce platform, and optimizing our supply chain to lower costs, while improving service level. Focusing on our strategy and driving an execution mindset, we will continue to deliver solid results into the future. I'm excited to be on this journey and I believe our teams are well-positioned for growth. ","compname reports q2 adjusted earnings per share $0.23 from continuing operations. q2 adjusted earnings per share $0.23 from continuing operations. q2 gaap earnings per share $0.23 from continuing operations. provides slightly improved 2020 revenue outlook. myers industries - for full-year total revenue, now expects a percentage decline in mid-to-high single digits. " "I am Monica Vinay, Vice President of Investor Relations and Treasurer at Myers Industries. If you have not yet received cast on our website and will be archived along with the transcript of the call shortly after this event. These comments are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management's current expectations and involve risks, uncertainties and other factors which may cause results to differ materially from those expressed or implied in these statements. Further information concerning these risks, uncertainties and other factors is set forth in the company's periodic SEC filings and may be found in the company's 10-K and 10-Q filings. I am pleased to share that we had another quarter of strong sales growth and continue to make good progress in advancing our long-term vision. The second quarter was defined by continued recovery across our key end markets and strong operational execution in a challenging environment. On top of that, earlier this week, we announced the acquisition of Trilogy Plastics, which marks our second acquisition in the last nine months and another proof point in the execution of Horizon one of our long-term strategy. The acquisition of Trilogy continue to grow our rotational molding platform, and we have included a slide in the appendix of our slide deck today with more background for you. I will review Trilogy and provide some additional updates on our strategy in my closing remarks. Continued strong demand across our Material Handling and Distribution segments drove a 58% year-over-year growth in sales, and we delivered a second consecutive quarter of year-over-year revenue growth in excess of 20% on an organic basis, with all end markets supplying solid growth. Demand from our customers is strong and looks to continue. We have the leading market share of high-quality, well-regarded products, and we have seen that the demand for these products is durable and lasting, even in a pandemic. I am pleased with our niche market focus and approach. It provides us a solid foundation on which to build and grow Myers. Despite our exciting long-term vision, however, we have had some short-term headwinds, increasing raw material prices and other inflationary pressures continued throughout this quarter. And in some cases, were more than we anticipated. While we expect them to be temporary in nature, the short-term raw material issues around supply and cost escalations have been unprecedented. We have taken swift action, announcing and implementing price increases in March and April and again in July. Unfortunately, our finished good prices were not able to keep up with the pace of cost increases, and we experienced margin compression during the quarter. As we have said before, we are committed to restoring and expanding our margins across the enterprise. This is one of the key objectives of the self-help component of Horizon 1. Like many companies, we are also seeing tightness in the labor market. And while we are working to mitigate the impact, labor cost increases and scarcity have been a headwind in 2021 that will likely persist in the near-term. Over the coming months, we remain diligent in monitoring and adjusting our actions to mitigate the impact of inflation. We are working to ensure we strike a fair, long-term mindset with our customers, doing our best to ensure they have supply, while ensuring our products are priced appropriately for the value they provide. Our self-help efforts are delivering results, and were headed in the right direction strategically and operationally. We are transforming Myers and are successfully executing against our long-term vision and strategy. Let us begin with a review of our second quarter financial results on slide four. Net sales were up $69 million, an increase of 58%. Excluding the impact of the Elkhart acquisition, organic net sales increased 26% due primarily to higher volume mix. Favorable price contributed 5% and FX 1%. Sales increased in both our Material Handling and Distribution segments in all key end markets. Adjusted gross profit was up $12.5 million, while gross margin decreased from 36% in the prior year to 29.4% in the quarter. Margin was negatively impacted by higher raw material costs, primarily resin, which continued to increase sequentially during the quarter. These costs were not fully offset by higher prices, which led to an unfavorable price to cost relationship. Adjusted operating income increased $2.80 million to $15.1 million. The increase in gross profit was mostly offset by higher SG&A expenses, driven by the addition of Elkhart, higher salaries and incentive compensation costs and higher legal fees. Adjusted EBITDA was $20.5 million, an increase of $2.4 million compared to the prior year, and adjusted EBITDA margin was 10.9%. And lastly, adjusted earnings per share was $0.29, an increase of $0.06 or 26% compared to the prior year. Turning now to slide five for an overview of segment performance. Beginning with material handling, net sales increased $56 million or 70%, including the Elkhart acquisition. On an organic basis, material handling net sales increased 24% due to strong volume mix. We gained an additional 6% due to favorable price and 2% in FX. Material handling adjusted operating income increased approximately 8% to $17 million, driven by higher volume mix and the addition of Elkhart, which were partially offset by an unfavorable price to cost relationship due to escalating raw material costs and higher SG&A expenses. The increase in SG&A expenses was primarily due to the addition of Elkhart, higher salaries and incentive compensation costs, increased travel cost and legal fees. In the Distribution segment, sales increased $12.6 million or 34%, driven by both equipment and consumable sales. Distribution's adjusted operating income more than doubled from the prior year to $4.2 million. The growth was driven by higher volume mix that was partially offset by higher incentive compensation costs. Turning to slide six. Free cash flow was $11.7 million in the quarter, an increase of $8.1 million over the prior year, driven by higher cash from comps. On a year-to-date basis, free cash flow was $13.1 million. Cash on hand at quarter end was $13.5 million. Our balance sheet remains strong. At the end of the second quarter, leverage was one times. Our capital structure continues to provide the flexibility needed to execute our growth strategy. And on July 30, we utilized our revolving credit facility to finance the Trilogy acquisition. Turning to slide seven. Before providing an update on guidance, let me take a moment to discuss the ongoing macroeconomic environment. As Mike mentioned, and similar to many other industrial manufacturers, we are facing what we believe are temporary disruptions in the supply chain, which have led to unprecedented increases in raw material costs this year. We have continued to take pricing actions to mitigate these significant increases. But due to a lag in price realization, we have not been able to keep up with the pace of cost increases. As a result, we expect to remain in an unfavorable price to cost position for the third quarter. We believe many factors, including additional supplier capacity should result in resin costs moderating and potentially easing as we continue through the year. As such, we expect our price to cost relationship to turn favorable in the fourth quarter. Let me now provide an update on our outlook for fiscal 2021, which includes expected results of the Trilogy acquisition completed on July 30. Reported net sales are anticipated to increase in the mid-40% range. Our previous sales guidance was in the high 30% range. Note that a little more than half of the expected increase over the prior year is due to the impact of both the Elkhart and Trilogy acquisitions. Elkhart's annual net sales at the time of acquisition were approximately $100 million. And Trilogy's annual net sales are roughly $35 million. We are reaffirming our 2021 outlook for adjusted earnings per share of $0.90 to $1.05 per share. Our guidance reflects a weighted average share count of 36.5 million shares. And also note that Trilogy is expected to be slightly accretive to earnings per share in the current fiscal year. Other key modeling assumptions include depreciation and amortization expenses of approximately $23 million and capex of approximately $15 million to $18 million. capex is expected to trend higher than past years with our renewed focus on investing in our facilities and improving our capacity, along with the addition of Elkhart and Trilogy. Interest expense is forecasted to be between four and $4.5 million, and the effective tax rate is forecasted to be 26%. In closing, while the short-term is being pressured by significant inflationary headwinds, our long-term fundamentals are intact. We continue to manage cost increases through pricing actions, while balancing the potential impact on volume. Our teams are working extremely hard in this dynamic environment, and we appreciate all of their efforts. I introduced our long-term road map in October of last year. In a short period of time, we have made meaningful progress against the current phase of this road map Horizon one and our transformation of Myers is well underway. We have a shareholder focused, value-creating vision for our company. I believe we have the right team in place with the right strategic plan and the right focus on execution to make it a reality. We are off to a strong start, and we continue to execute against our goal of transforming our Material Handling segment into a high-growth business that's a true innovator of engineered plastic solutions, while we also continue to grow and optimize our Distribution segment. Horizon one of our strategy is rooted in the execution of three areas: number one, self-help initiatives, which includes improvements in purchasing, value-based pricing and SG&A optimization. number two, organic growth fueled by sales and commercial excellence, and one important component of which is to build out our e-commerce channel. And number three, bolt-on M&A to build out our existing businesses. Continued execution across these three elements will propel us into Horizon two, where we plan to use our cash flow and knowledge gained from Horizon one to pursue enterprise level M&A in North America. The focus on Horizon three will be to pursue enterprise level M&A on a global scale. This vision and roadmap is supported by our four strategic pillars outlined in slide nine. Because I have described each pillar in detail on previous calls, I will move to slide 10 and give an update on the recent progress we have made with respect to each. On the organic growth front, we continue to make headway in implementing our improved commercial structure that standardizes and strengthens our focus in sales, marketing and product management. We are installing a world-class commercial organization at Myers. And while this will take some time, we are moving the needle with new additions and new training. Examples of our areas of focus include improving our capability and processes and account planning and account management and demand planning and in optimizing how we run our supply chain and planning processes. Additionally, through critical investments in talent and infrastructure, including the summit we held last quarter, we have fortified a stand-alone e-commerce organization, and we are seeing good traction with that group. On Pillar two, as it relates to M&A, we are very pleased to have closed our second bolt-on acquisition to supplement our plastics business. Trilogy Plastics is well aligned with our strategic objectives and culture and has an exemplary track record of providing high-quality products to its customers with superior service and on-time delivery. We are targeting approximately $1 million of annual cost synergies, which we expect to realize by the end of 2022. Most of this will be through supply chain cost reductions. This is on top of the $4 million to $6 million of cost synergies we expect from Elkhart. In addition to these cost synergies, we are seeing growth opportunities and synergies with Elkhart, and we expect the same from Trilogy. As expected, and as part of our Horizon one approach, as we pursue more acquisitions our organization is learning. We are fine-tuning our playbook and our capabilities to identify and complete deals as well as to integrate and obtain synergies. This plan and approach are working. We are gaining capability and speed as we move forward. Trilogy was an important step in our journey, and we continue to seek opportunities to acquire complementary businesses, and we currently have numerous actionable targets in our pipeline. Moving on to operational excellence. This pillar has been integral to our growth over recent quarters. In the midst of global supply chain issues, our newly centralized procurement team has done a good job sourcing the necessary raw materials to meet most of our customers' needs. The last several months have been a challenge on raw material cost and availability. Jeff Baker and his team in procurement and supply chain have done a nice job on both issues. Over the past months, we positioned Myers as a value-added solutions provider. We have made thoughtful decisions on price and supply to ensure we create long-term goodwill and value for our customers as well as all of our stakeholders. As you may have seen, Myers recently unveiled its new brand identity logo website. We consider this new visual identity to be much more than aesthetic change, but rather strategic choice to reflect our One Myers vision and reinforce our key values of integrity, optimism, customer focus and a can-do attitude. We are changing signs, business cards, the website, name badges, all to a single one team mindset. We are no longer a collection of smaller brands, we are coming together as one company. We have more critical mass, more capability to serve our customers and our employees. With that, I will turn to our fourth pillar, which is our high-performance culture. In order to execute and achieve breakthrough performance, we need to have a high performing culture. To that end, we recently launched our new Learning Management System, which is comprised of live and online classes to help drive growth, improvement and continuity in our employee base. We see that this -- we see that LMS will help us win the war on talent. Our employees see that we are investing in them, in their careers and in their development. We want our employees to grow here at Myers. We are creating a culture of employee success within the company. This includes the type of training and employee development programs in career and succession planning typically found at larger world class companies. We seek to replicate that here. Our people are and will be a key competitive advantage. We are serving our customers in this very fast-paced economic environment, while managing quality and service. Our long-term strategy is gaining considerable momentum. It is producing tangible results that we believe will create significant long-term value for our customers, our employees, our communities and our shareholders. ","q2 adjusted earnings per share $0.29. myers industries -sees 2021 net sales growth in mid 40% range, with about half due to elkhart and trilogy acquisitions. sees fy 2021 adjusted earnings per share $0.90 to $1.05. " "Joining me on the call today are Mike Hayford, president and CEO; Owen Sullivan, COO; and Tim Oliver, CFO. I will begin with some of my views on the business, including an update on the Cardtronics transaction and the LibertyX acquisition we announced yesterday. Tim will then review our financial performance and an outlook into the second half of 2021. Let's begin on Slide 4 with some highlights from the second quarter. NCR delivered strong performance that included accelerated revenue growth, significant margin expansion and strong cash flow production. The team drove solid execution across all segments and we are continuing to build momentum in our NCR-as-a-Service strategy. In the second quarter, we delivered 13% total revenue growth. This includes 11% growth for NCR stand-alone and an incremental 2% growth for the 10 days following the close of the Cardtronics transaction. NCR stand-alone recurring revenue growth grew 11% over second quarter of 2020. Adjusted EBITDA increased 40%, while adjusted EBITDA margin expanded 330 basis points to 16.8%. We delivered strong free cash flow. We generated $142 million of free cash flow in the quarter. This is the fifth consecutive quarter of positive free cash flow. And finally, we closed the Cardtronics transaction and announced a definitive agreement to acquire LibertyX, a leading cryptocurrency software provider. The combination of NCR, Cardtronics and LibertyX will accelerate our digital-first strategy and enable NCR to offer a digital currency solution to our customers. Now moving to Slide 5. I want to provide an update on the Cardtronics transaction. Although the transaction closed on June 21, it is still as we expected under U.K. antitrust regulatory review. While under review, we are required to operate independently. And although integration activities have been planned, execution of these integration activities will not start until we have received CMA approval. We remain very excited about the transaction as the addition of Cardtronics will accelerate our NCR-as-a-Service strategy and is expected to be accretive to non-GAAP earnings per share for the first full year by 20% to 25%. It will enhance our scale and cash flow generation while advancing our 80/60/20 strategic target by roughly two years. We believe the combination of NCR and Cardtronics will drive significant value for our customers and our shareholders. In the second quarter, Cardtronics contributed $32 million of revenue and $8 million of adjusted EBITDA to NCR results for the 10 days following the close of the transaction. Tim will provide more color on Cardtronics performance during his remarks. Now moving to Slide 6. The second-quarter execution was strong, both tactically and strategically as we executed on our financial objectives while continuing our strategic progress toward NCR-as-a-Service. As we enter the second half of the year, we have strong momentum across all segments. In banking, our digital banking platform signed eight new deals in the second quarter, including a long-term agreement with TruMark Financial, a leader in the credit union industry with $2.7 billion in assets. We also had success cross-selling new products to existing clients, including digital business banking and online digital account opening. With digital account opening, which we obtained through the acquisition of Terafina in the first quarter, NCR can now onboard a broad array of accounts across multiple channels. During the second quarter, Terafina signed the largest deal in its history and also won the 2021 Javelin Research Award for best-in-class business account opening. In retail, we continue to gain traction with our NCR Emerald offering, which is our next-gen cloud-based retail point-of-sale solution. We have positive momentum in winning upgrade imperative for retail POS software. We recently signed a new NCR Emerald deal with a top five U.S. grocer. This is our largest Emerald deal to date and includes POS software, self-checkout, NCR Commerce platform API module for pharmacy and the NCP API module for fuel. During the quarter, we signed 13 contracts where our digital-first retail front-end app, Freshop, which we also acquired in the first quarter of this year. In self-checkout, we are also seeing continued adoption of our market-leading solutions. We are experiencing demand across customers and geographies driven by labor shortages, wage pressures and changing consumer preferences. In hospitality, the momentum of Aloha Essentials, which bundles software, services, hardware and payments into a single offering, continued in the second quarter. This model is proving itself in our ability to attract new customers and better service existing customers. During the second quarter, we increased the number of restaurant payment processing sites by 50% from the first quarter. Our strategy to run the restaurants saw a significant win with Firehouse Subs recently entering into a five-year contract for NCR support Firehouse Subs across 1,100 locations with subscription-based point-of-sale software, consumer marketing software and end-to-end managed services. As we focus on executing our NCR-as-a-Service strategy and drive business transformation, we will strive to become an even more efficient steward of our resources. We continue to focus on taking care of our customers and advancing our product capabilities with investments in our strategic growth platforms. In addition, we will continue tuck-in acquisitions like LibertyX, Terafina and Freshop, which strengthened our digital engagement with creating better consumer experiences for our clients. With that, let me pass it over to Tim. As Mike mentioned, our second-quarter results are reflective of strong operational execution, accompanied by significant strategic progress. We closed the Cardtronics transaction on June 21. We In the 10 days that followed, Cardtronics contributed $32 million of revenue and $8 million of adjusted EBITDA that is included in our Banking segment. While our financial results will only include those 10 days for context, where Cardtronics have reported a stand-alone second quarter on their historical basis, they would have described a very successful quarter with approximately 26% revenue growth and 77% EBITDA growth year over year. They would have reported gross margin of more than 40% and record EBITDA margins of 28%. My first slide is Slide 7, which presents a top level overview of our second-quarter financial performance. So starting in the top left. Consolidated revenue was $1.68 billion, up $193 million or 13% versus the 2020 second quarter, driven by very strong growth in both our retail and Hospitality segments and more modest growth in Banking. Our software and services businesses grew in the high single digits, while hardware paced by SCO and POS grew faster than that for the quarter. Revenue was up $133 million or 9% sequentially. On an NCR stand-alone basis, revenue increased 11% year over year and 7% sequentially. Importantly, our strategy to shift to recurring revenue streams again accelerated. Recurring revenue was up 11%, calculated on a stand-alone basis, and comprised 55% of our revenue in the quarter. In the top right, adjusted EBITDA increased $80 million or 40% year over year to $281 million, including $8 million from Cardtronics. Adjusted EBITDA margin rate expanded 330 basis points to 16.8%. This improvement is a direct result of the more than $150 million in recurring cost savings executed at the end of 2020. Direct cost productivity from cost reductions and volume leverage together allowed us to more than offset significant cost inflation related to materials, labor and freight, all caused by the strained global supply chain. Reductions in indirect costs were more than sufficient to offset the dramatic short-term actions that we launched in the depths of the pandemic-induced uncertainty in the year-ago quarter. Similar to the discussion on revenue, we are driving improved linearity in profitability. Adjusted EBITDA was up 9% sequentially and adjusted EBITDA margin expanded 10 basis points. In the bottom left, non-GAAP earnings per share was $0.62, up $0.35 or 130% from the prior-year second quarter. NCR's stand-alone non-GAAP earnings per share was $0.02 higher at $0.64. The tax rate of 26.6% is in line with our full-year guidance of 26%. And finally, and maybe most importantly, we delivered another strong quarter of free cash flow with generation of $142 million adjusted for the effects of the closing process. This compares to $160 million in the second quarter of 2020, which benefited from the cash preservation actions we put in place at the beginning of the pandemic and an insurance payment from the Nashville tornado last year. Consistent with our goal to drive modest sequential improvement and more linear free cash flow production, our free cash flow was up from $93 million in the first quarter of '21. And free cash flow during the first six months of 2021 is up more than 60% over 2020 results. Moving to Slide 8 for our Banking segment results, which includes 10 days of Cardtronics operations. Banking revenue increased $46 million or 6% year over year, with Cardtronics comprising $32 million or 4% of that increase. On a stand-alone basis, software and services revenues both increased in the high single-digit percentages to more than offset the decline in ATM hardware revenue. We continue to successfully replace our one-time revenue that was traditionally recognized with the sale of ATM hardware with more durable, predictable and valuable software and services revenue streams. Subscription total contract value signed in this segment more than doubled from the prior year with significant increases in both annual value and duration. Banking adjusted EBITDA increased $21 million or 16% year over year with Cardtronics adding $8 million. Adjusted EBITDA margin rate expanded by 170 basis points to 18.7%. On a sequential basis, revenue was up 7%, while adjusted EBITDA decreased 2%, and the adjusted EBITDA margin rate declined 170 basis points against the extremely strong Q1. The sequential decline was driven by a less favorable mix of hardware, by geography and by customer, as well as escalating supply chain costs. The bottom of the slide shows our key metrics for the Banking segment. On the left, while current-quarter wins have a typical lag to conversion and eventual revenue generation, prior-period wins at Digital Banking drove an 8% year-over-year growth rate in the second quarter. The rate of growth in Digital Banking has accelerated in the last several quarters. We expect Digital Banking to generate roughly 8% revenue growth in the second half of 2021 and to exit the year at double-digit revenue growth rates as we lap most of the attrition caused by the 2019 customer losses. Digital Banking registered users increased 11% compared to Q2 of 2020, and we are seeing commensurate growth in recurring revenue, which increased 12% year over year and 4% sequentially. Moving to Slide 9, which shows our retail segment results. Retail revenue increased $93 million or 19% year over year, driven by strong self-checkout and point-of-sale solutions revenue. Retail adjusted EBITDA increased $43 million or 88% year over year, while adjusted EBITDA margin rate expanded by 590 basis points to 16%. The second-quarter performance demonstrates the power of double-digit revenue, growth accompanied by cost absorption and control. Incremental EBITDA conversion was $0.46 on every dollar. Lower on the page, we depicted the three key metrics for retail. Self-checkout revenue increased 42% year over year to $273 million, with particular strength in hardware due to a customer request to accelerate an order that would otherwise have been delivered in Q3. For the full year, we expect low double-digit growth for SCO with revenue split almost evenly between hardware and the accompanying software and services. Platform lanes increased 63% compared to the prior-year second quarter, and we expect this rate of growth to continue to accelerate in the second half. And importantly, recurring revenue in this business increased 14% versus the second quarter of last year. Slide 10 shows our Hospitality segment results, which is participating fully in the recovery of the restaurant industry. Hospitality revenue increased $55 million or 34% as restaurants reopen, rework existing locations and expand. Our signed subscription total contract value in this business tripled from the year-ago second quarter. Our sales pipeline is getting stronger, and we continue to hire to increase our feet on the street and catalyze growth. Second-quarter adjusted EBITDA increased $30 million, double from the second quarter of last year. While adjusted EBITDA margin rate expanded by 460 basis points to 14%, this improved profitability was driven by higher revenue and lower operating expenses. Hospitality's key metrics on the bottom of this slide include Aloha Essentials sites and recurring revenue. Aloha Essentials sites grew 88% when compared to the prior-year second quarter and grew 18% sequentially. We expect this rate of growth to also accelerate in the second half of the year. In the graph at the bottom right, recurring revenue increased 7% from last year and 5% sequentially. Turning to Slide 11. We provide our second-quarter results for 80/60/20 strategic targets. Note that this is the last time we will present these metrics as NCR stand-alone as next quarter, we will reflect our combined results, including Cardtronics. First, we strive to generate 80% of our revenue from software and services or less than 20% of our revenue from discrete hardware sales. In the second quarter, software and services represented 69% of our revenue, which is a modest decrease from the 72% in the year ago driven by SCO and POS hardware revenue this year. The pandemic-induced spending pause in 2020 was particularly severe in hardware, and similarly, the recovery is heavy in pent-up demand for that same hardware. We aim for 60% of our revenues to be recurring to drive more resilient, more predictable and more valuable revenue. Recurring revenue represented 55% of total revenue this quarter, flat compared to last year's second quarter. Our recurring revenue streams outpaced growth during the pandemic, and the growth rates are now converging as hardware spending returns. And we aspire to a 20% adjusted EBITDA margin rate. We made significant progress in this metric with an adjusted EBITDA margin of 16.6%, compared to 13.5% in the second quarter of 2020. On Slide 12, we present free cash flow, net debt and adjusted EBITDA metrics to facilitate leverage calculations. We continued the trend of strong, more linear free cash flow. We generated total free cash flow of $142 million, including 10 days from Cardtronics and excluding the items associated with the closing of that transaction. From a working capital perspective, versus Q2 of 2020, all categories of inventory were down in aggregate 11%, with days on hand down 11 days. NCR stand-alone receivables were down 5%, with an eight-point improvement in those longer than 90 days, and days sales outstanding improved by 11 full days to 65 days. This slide also shows our net debt to adjusted EBITDA metric with a pro forma leverage ratio of 4.2 times. We are pleased to report that our pro forma leverage is well below the 4.5 we estimated when we announced the Cardtronics transaction due to higher-than-forecasted cash generation by both companies. We ended the second quarter with $449 million of cash and remain well within our debt covenants, which include a maximum pro forma leverage ratio of 5.5 times. We have significant liquidity with over $1 billion available under our revolving credit facility. And my last slide is Slide 13, which provides an outlook for the second half of '21 for both NCR stand-alone and Cardtronics, and then I combine them. Remember that both NCR and Cardtronics suspended guidance during the pandemic. While Cardtronics is currently operating separately and independently from NCR, pending the completion of the merger review by the U.K. Competition and Markets Authority, we have received sufficient information from them to provide an outlook for Cardtronics. For revenue, we expect NCR stand-alone of $3.43 billion to $3.48 billion, representing 6.5% to 7.5% year-over-year growth. This growth rate is negatively impacted by about a point and a half due to the elimination of revenue for sales from NCR to Cardtronics. Cardtronics operations are expected to generate revenue of about $600 million, representing approximately 8% year-over-year growth for them. Total company revenue then is expected to be $4 billion to $4.1 billion, including intercompany eliminations. For adjusted EBITDA margin, we expect NCR stand-alone rate of approximately 16%, slightly below the rate we demonstrated from our very hot start to the first half, anticipating higher second-half supply chain costs. And we expect Cardtronics rate of approximately 28%, very similar to their historically high Q2 level. Total company adjusted EBITDA is then expected to be between $700 million and $750 million. For EPS, we expect a range of $1.30 to $1.50, which includes the immediate accretion for Cardtronics of more than 10%. That accretion will increase to our targeted 20% to 25% within the first full year of the combination. We expect strong free cash flow generation in the range of $325 million to $375 million. This performance should allow us to reduce leverage more quickly than our plan at the time of the acquisition. To calculate this guidance, we have assumed a few things. First, OIE of approximately $150 million, a tax rate of 26%, and a share count of 148 million shares. This share count is higher due to the conversion of shares owned by Cardtronics employees. The recently announced LibertyX transaction could put a little more upward pressure on share count. Both of these uses of equity will align and retain key employees in these two very important strategic acquisitions. I do want to highlight some assumptions as outlook around some obvious risk factors. First, we've assumed that we will continue to prioritize customer delivery and revenue growth over temporal cost increases from supply chain challenges in materials, labor and freight. While we absorbed about $20 million of premium costs in the first half, we were able to meet customer commitments or even accelerate delivery on request. We expect $40 million of further escalation in these same costs in the second half as we continue to maintain availability and meet customer needs. We are hopeful that further productivity efforts, strong vendor relationships and price increases can help offset some of the impact to both profit and cash flow. Second, it's not lost on any of you that there remains uncertainty regarding the pace of the global post-pandemic recovery. Each new cycle brings more discussion of regional challenges, vaccination efficacy and uptake and consumer disposition. We are assuming that the current state of play in the U.S. remains as is and that other key markets like Canada and the U.K. begin to reopen as is currently scheduled. By this time next quarter, we expect to be more articulate on the combined entity, have a more integrated outlook and have more to say about the progress of the integration effort and its synergy execution. Now turning to Slide 14. I want to provide an update on the definitive agreement to acquire LibertyX, which is a software-based cryptocurrency solution. This is a unique opportunity that will enable NCR to provide a complete digital currency solution, including the ability to buy and sell cryptocurrency, conduct cross-border remittance and accept digital currency payments across digital and physical channels. LibertyX has one of the largest deployment footprint through partnerships with ATM operators like Cardtronics at physical locations including convenience stores, pharmacies and supermarkets. Our key markets are very complementary and will help both companies grow. This acquisition continues our strategy to digitally engage with consumers and provide retailers and banks additional solutions for their customers to pay, transact and remit. Now turning to Slide 15. Looking forward, our key priorities are clear. First, we are eager to capitalize on the opportunities that Cardtronics brings us. We are excited to leverage Cardtronics to accelerate ATM as a Service, broaden our retail business and increase our payment offerings. Second, we will expand our solution portfolio to include a complete cryptocurrency offering. Our digital currency platform will allow consumers to buy and sell cryptocurrency across digital and physical channels. Increasingly, retailers are looking for a broader set of financial transaction capabilities, which we are uniquely positioned to deliver on financial kiosks and ATMs. Third, we will continue to allocate capital to the highest growth and return opportunities with the goal of driving free cash flow and increasing returns for our shareholders. Fourth, we will continue to focus on customer satisfaction initiatives. Since I arrived at NCR three years ago, we have been keenly focused on improving customer satisfaction with the simple belief that happy customers will buy more. We strive to garner a larger share of wallet with the mission to help our customers run the store, run the restaurant and run self-directed banking. Our focus is paying dividends as our Net Promoter Score saw significant improvement last year and we continue to strive for further improvements. And lastly, I'd like to extend an invitation to each of you to participate in our Investor Day, which is scheduled for December 9, 2021. We are looking forward to the event and intend to take a deep dive into our strategy and update on our strategic goals. And operator, please open the line. ","q2 non-gaap earnings per share $0.62. compname says in second half of 2021, expects revenue to be $4.0 billion to $4.1 billion. compname says in second half of 2021, expects non-gaap earnings per share of $1.30 to $1.50. " "As a reminder, Gulf Power legally merged into Florida Power & Light Company effective on January 1, 2021. Gulf Power will continue as a separate reporting segment within Florida Power & Light and NextEra Energy through 2021, serving its existing customers under separate retail rates. NextEra Energy delivered strong second quarter results and is well positioned to meet its overall objectives for the year. Adjusted earnings per share increased more than 9% year-over-year, reflecting continued strong financial and operational performance across all of the businesses. FPL increased earnings per share by $0.04 year-over-year, driven by continued investments in the business. FPL's major capital initiatives remain on track and FPL's focus continues to be on identifying smart capital investments to lower costs, improve reliability and provide clean energy solutions for the benefit of our customers. In June, FPL demolished its last coal-fired plant in Florida, with plans to replace it with more clean emissions-free solar energy facilities. During the quarter, FPL also successfully commissioned approximately 373 megawatts of new solar, including the FPL Discovery Solar Energy Center at Kennedy Space Center. With these new additions, FPL surpassed 40% completion of its groundbreaking 30x30 plan to install 30 million solar panels by 2030. FPL expects to have installed more than 15 million panels by early 2022, which would put the company more than 50% on the way toward completing a 30x30 plan and just over three years since the initial announcement. To support its solar build-out, FPO recently began installing the first components of the world's largest integrated solar-powered battery system, the 409-megawatt FPL Manatee Energy Storage Center, which is expected to begin serving customers later this year. Gulf Power also continued to execute on its growth initiatives during the quarter with its strong financial performance driven primarily by continued investment in the business and further improvements in operational cost effectiveness. Excluding the COVID-19-related expenses, which were subsequently reversed and booked into a regulatory asset in the third quarter of 2020, Gulf Power's year-to-date O&M costs declined by approximately 9% versus the prior year comparable period and have now declined by approximately 31% relative to 2018. Gulf Power's operational performance metrics also continued to improve, with the reliability of the generation fleet that we operate and service reliability, improving by 71% and 63%, respectively, year-to-date versus the first half of 2018. We continue to expect that the cost reduction initiatives and smart capital investments that we've previously outlined will generate significant customer and shareholder value in the coming years. At Energy Resources, adjusted earnings per share increased by more than 7% year-over-year. The Energy Resources team continues to capitalize on the terrific market opportunity for low-cost renewables and storage, adding approximately 1,840 megawatts to its backlog since the last earnings call. This continued origination success is a testament to Energy Resources' significant competitive advantages, including our large pipeline of sites and interconnection queue positions, strong customer relationships, purchasing power and supply chain execution, best-in-class construction expertise, resource assessment capabilities, cost of capital advantages and world-class operations capability. Moreover, Energy Resources, advanced data analytics and machine learning capabilities allow us to utilize the nearly 40 billion operating data points, our fleet provides every single day for predictive modeling, further extending our best-in-class O&M and development capabilities. We continue to believe that no company is better positioned than Energy Resources to capitalize on the best renewables development period in our history. We are pleased with the progress we've made at NextEra Energy so far in 2021 and headed into the second half of the year, we are well positioned to achieve the full year financial expectations that we've previously discussed, subject to our usual caveats. Now let's look at the detailed results beginning with FPL. For the second quarter of 2021, FPL reported net income of $819 million or $0.42 per share, which is an increase of $70 million and $0.04 per share, respectively, year-over-year. Regulatory capital employed increased by approximately 10.7% over the same quarter last year and was the principal driver of FPL's net income growth of more than 9%. FPL's capital expenditures were approximately $1.6 billion in the second quarter, and we expect our full year capital investments to total between $6.6 billion and $6.8 billion. Our reported ROE for regulatory purposes will be approximately 11.6% for the 12 months ended June 2021. During the quarter, we utilized $100 million of reserve amortization to achieve our target regulatory ROE, leaving FPL with a balance of $473 million. As a reminder, rather than seek recovery from customers of the approximately $240 million in Hurricane Dorian storm restoration costs, in 2019, FPL utilized its available reserve amortization to offset nearly all of the expense associated with the write-off of the regulatory asset related to Dorian cost recovery. Earlier in the year, FPL and Office of Public Counsel entered into a settlement regarding the prudence of FPL's Hurricane Dorian storm restoration costs and activities, which was approved by the Florida Public Service Commission in May. We are pleased by the commission's determination that all of FPL's Hurricane Dorian restoration costs were prudently incurred and we believe the settlement agreement fairly and reasonably balances the interest of FPL and its customers. Earlier this month, FPL responded to Tropical Storm Elsa with a restoration workforce of approximately 7,000 FPL employees and contractors. FPL safely and quickly restored power to nearly 100,000 customers who were impacted by Elsa as the hardening and automation investments that FPL has made since 2006 to build a stronger, smarter and more storm-resilient energy grid continued to benefit customers. Elsa was the earliest that a fifth named storm has formed in the Atlantic Basin, and we remain prepared in advance of what is forecasted to be another active hurricane season in 2021. Let me now turn to Gulf Power, which reported second quarter 2021 net income of $63 million or $0.03 per share. During the quarter, Gulf Power's capital expenditures were approximately $150 million and we expect its full year capital investments to be between $800 million and $900 million. All of the major capital -- the Gulf Power capital projects, including the North Florida Resiliency Connection that is expected to be in service in mid-2022, continue to progress well. And Gulf Power's regulatory capital employed grew by approximately 17% year-over-year as a result of these smart capital investments for the benefit of customers. Gulf Power's reported ROE for regulatory purposes will be approximately 10.3% for the 12 months ended June 2021. For the full year 2021, we continue to target a regulatory ROE in the upper half of the allowed band of 9.25% to 11.25%. Earlier this month, Florida Public Service Commission also approved a settlement agreement between Gulf Power and the Office of Public Counsel for cost recovery of the approximately $13 million in COVID-19-related expenses, primarily reflected in incremental bad debt and safety expenses as a result of the pandemic. We are pleased with this outcome and believe it demonstrates the continued constructive regulatory environment in the state of Florida as we work to improve Gulf Power's value proposition of low cost, high reliability, excellent customer service and clean energy for our customers. As we anticipated, Florida's economic activity has rebounded since the onset of the COVID-19 pandemic last year as reflected by a wide range of positive economic indicators. Florida's current unemployment rate is 5%, which remains well below the national average. Rolling three-month average of new building permits are up approximately 46% year-over-year, which is the highest growth rate in nearly eight years and are the second highest new building permits in the nation. As another indicator of health in Florida's economy, Florida's retail sales index was up over 40% versus the prior year. The Case-Shiller seasonally adjusted index for South Florida home prices is up over 14% on an annual basis. Recent population growth estimates indicate that Florida remains one of the top destinations for relocating Americans, with Florida adding nearly 330,000 new residents between April of 2020 and April of 2021. We expect this trend to continue with Florida's population projected to grow at an average annual rate of 1% through 2023; and FPL, including Gulf Power, forecasts adding almost 500,000 new customer accounts from 2018 through 2025. During the quarter, FPL's average number of customers increased by approximately 70,400 from the comparable prior year quarter driven by continued solid underlying population growth. FPL's second quarter retail sales increased 0.1% from the prior year comparable period. Partially offsetting customer growth was a decline in weather-related usage per customer of approximately 2.8%. On a weather-normalized basis, second quarter sales increased 2.9%, with continued strong underlying usage contributing favorably. For Gulf Power, the average number of customers grew roughly 1.5% versus the comparable prior year quarter. And Gulf Power's second quarter retail sales decreased 1% year-over-year as strong customer growth was more than offset by an unfavorable weather comparison relative to 2020. As we previously stated, on March 12, we initiated Florida Power & Light's 2021 base rate proceeding. The four-year base rate plan we have proposed has been designed to support continued investments in clean energy generation, long-term infrastructure and advanced technology, which improves reliability and keeps -- helps to keep customer bills low. Today, FPL's typical residential bills remain well below the national average and the lowest among the top-20 investor-owned utilities in the nation. With the proposed base rate adjustments and current projections for fuel and other costs, FPL's typical residential bill is expected to be approximately 20% below the projected national average and typical Gulf Power residential bills are projected to decrease approximately 1% over the four-year rate plan. As always, we are open to the possibility of resolving our rate request through our care settlement agreement and our core focus remains on pursuing a fair and objective review of our case that supports continued execution of our successful strategy for customers. Energy Resources reported second quarter 2021 GAAP losses of $315 million or $0.16 per share. Adjusted earnings for the second quarter were $574 million or $0.29 per share. Energy Resources adjusted earnings per share in the second quarter increased more than 7% versus the prior year comparable period. The effect of mark-to-market on nonqualifying hedges, which is excluded from adjusted earnings, was the primary driver of the difference between Energy Resources second quarter GAAP and adjusted earnings results. Contributions from new investments added $0.04 per share versus the prior year and primarily reflects growth in our contracted renewables and battery storage program. Adjusted earnings per share contributions from existing generation and storage assets increased $0.01 year-over-year, which includes the impact of unfavorable wind resource during the second quarter. And NextEra Energy transmissions adjusted earnings per share contribution also increased $0.01 year-over-year. Our customer supply and trading business contribution was $0.03 lower year-over-year, primarily due to unfavorable market conditions. All other impacts decreased results by $0.01 per share versus 2020. The Energy Resources development team continues to capitalize on what we believe is the best renewables development environment in our history during the second quarter, with the team adding approximately 1,840 megawatts of renewables and storage projects to our backlog. Since our last earnings call, we've added approximately 285 megawatts of new wind and wind repowering, 1,450 megawatts of solar and 105 megawatts of battery storage to our backlog of signed contracts. With nearly 3.5 years remaining before the end of 2024, we have already signed more than 75% of the megawatts needed to realize the low end of our 2021 to 2024 development expectations range. Since the last call, we have also executed a 310-megawatt build-owned transfer agreement, which is not included in our backlog additions. Our customer intends to use the solar plus storage project to replace existing coal generation and we are excited to be able to continue supporting the industry's transition away from old and efficient forms of generation into clean, reliable and low-cost renewables and storage. Our engineering and construction team continues to perform exceptionally well, commissioning approximately 330 megawatts during the quarter and keeping the backlog of wind, solar and storage projects that we expect to build in 2021 and 2022 on-track. We are well positioned to complete our more than $20 billion capital investment program at Energy Resources for 2021 and 2022. Last month, the IRS extended safe harbor eligibility on production tax credits and investment tax credits, providing projects that began construction between 2016 and 2019 with six years to complete construction and projects that started construction in 2020 with five years to achieve their in-service dates and qualify for federal tax credits. We believe the extension reflects the strong support of the Biden administration for new renewables and may enable an incremental 1 to 1.5 gigawatts of new wind and wind repowering opportunities. We now have more than $2.2 billion of safe harbor wind and solar equipment, which could support as much as $45 billion of wind, solar and battery storage investments across all of our businesses from 2021 to 2024. Turning now to the consolidated results for NextEra Energy. For the second quarter of 2021, GAAP net income attributable to NextEra Energy was $256 million or $0.13 per share. NextEra Energy's 2021 second quarter adjusted earnings and adjusted earnings per share were $1.4 billion and $0.71 per share, respectively. Adjusted earnings from Corporate and Other segment were roughly flat year-over-year. Over the past few months, NextEra Energy issued nearly $3.3 billion in new financings under its innovative new NextEra Green bond structure. Funds raised with NextEra Energy -- NextEra Green bonds are designated for specific renewable energy and store projects under development across our businesses. And if funds are not used to bring the renewable projects online within two years, there is a step-up in the interest rate on the debt. Our inaugural NextEra Green issuance was 4.5 times oversubscribed, priced at a premium to the market and was well received by investors. We believe that NextEra Green will set a new standard for green issuances moving forward. NextEra Energy has raised more than $9 billion in new capital year-to-date on very favorable terms as we continue to execute on our financing plan for the year. Finally, in June, S&P affirmed all of its ratings for NextEra Energy and lowered its downgrade threshold for its funds from operation or FFO to debt metric from the previous level of 21% to the new level of 20%. We believe this favorable adjustment reflects the strength of our business as well as recognition of NextEra Energy's leading position in the utility and renewable energy sectors on environmental, social and governance, or ESG factors. I believe that this is the first time that S&P has formally recognized the benefits to business risk profile related to ESG factors by allowing more constructive financial metrics since it began its practice of identifying the specific ESG metrics that drive a company's overall credit position. Notably, S&P also revised NextEra Energy's management and governance assessment from ""Satisfactory"" to ""Strong"", to reflect its views on our comprehensive enterprisewide risk management standards and successful track record of consistently implementing our strategic planning efforts. Our long-term financial expectations through 2023 remain unchanged. For 2021, NextEra Energy expects adjusted earnings per share to be in a range of $2.40 to $2.54. For 2022 and 2023, NextEra Energy expects to grow 6% to 8% off of the expected 2021 adjusted earnings per share. And we will be disappointed if we are not able to deliver financial results at or near the top end of these ranges in 2021, 2022 and 2023, while at the same time, maintaining our strong credit ratings. From 2018 to 2023, we continue to expect that operating cash flow will grow roughly in line with our adjusted earnings per share compound annual growth rate range. We also continue to expect to grow our dividends per share at roughly 10% rate per year through at least 2022 off of a 2020 base. As always, our expectations assume normal weather and operating conditions. Let me now turn to NextEra Energy Partners. NextEra Energy Partners portfolio performed well and delivered financial results generally in line with our expectations after accounting for the below-average renewable resource. On a year-to-date basis, adjusted EBITDA and cash available for distribution have increased by roughly 9% and 11%, respectively, versus 2020. This strong operational and financial performance highlights that NextEra Energy partners remains well positioned to continue to deliver on its outstanding growth objectives. Yesterday, the NextEra Energy Partners Board declared a quarterly distribution of $0.6625 per common unit or $2.65 per common unit on an annualized basis, up approximately 15% from a year earlier. Inclusive of this increase, NextEra Energy Partners has now grown its distribution per unit by more than 250% since the IPO. Further building on that strength, today, we are announcing that NextEra Energy Partners has entered into an agreement to acquire approximately 590 net megawatts of geographically diverse wind and solar projects from NextEra Energy Resources. I will provide additional details on the transaction in a few minutes. NextEra Energy Partners also completed multiple financings during the second quarter to secure funding for its recently announced 2021 acquisitions and further enhance its financing flexibility. In June, NextEra Energy Partners raised approximately $500 million in new 0% coupon convertible notes and concurrently entered into a capped call structure. It is expected to result in NextEra Energy Partners retaining the upside from up to 50% appreciation in its unit price over the three years associated with the convertible notes. NextEra Energy Partners also drew the remaining funds from its 2020 convertible equity portfolio financing, which was upsized by approximately $150 million during the quarter, evidencing continued investor demand for exposure to the high-quality, long-term contracted renewables projects and the underlying portfolio of assets that was established last year. Finally, NextEra Energy Partners has successfully completed the sale of approximately 700,000 NEP common units year-to-date through its recently expired at the market or ATM program, raising roughly $50 million in proceeds. Going forward, we will continue to seek opportunities to use the ATM program depending on market conditions and other considerations. And in the near term, NextEra Energy Partners intends to renew the program for up to $300 million in issuances and over the next three years to permit additional financing flexibility. As a result of these financings and the strong cash flow generation of its existing portfolio, NextEra Energy Partners ended the quarter with more than $2.2 billion in liquidity, which includes funds raised in the second quarter financing activities and existing partnership debt capacity to support its ongoing growth initiatives, including the acquisition of the approximately 590 net megawatts of renewables from Energy Resources as well as previously announced acquisition of approximately 400 megawatts of operating wind projects, both of which are expected to close later this year. Let me now review the detailed results for NextEra Energy Partners. Second quarter adjusted EBITDA of $350 million was roughly flat versus the prior year comparable quarter, driven by favorable contributions from the approximately 500 megawatts of new wind and solar projects acquired in 2020. Weaker wind and solar resource in the second quarter, which reduced this quarter's adjusted EBITDA contribution from existing projects by roughly $22 million was partially offset by positive contributions to adjusted EBITDA from last year's repowerings and the Texas pipelines. Wind resource for the quarter was 93% of the long-term average versus 100% in the second quarter of 2020. Cash available for distribution of $151 million for the second quarter was also reduced for existing projects due to the distributions for the convertible equity portfolio financing entered into late last year. As a reminder, this convertible equity portfolio financing recapitalize NextEra Energy Partners existing Genesis Solar project and other assets and the proceeds were used to fund last year's acquisition from Energy Resources. Additional details of our second quarter results are shown on the accompanying slide. We remain on-track for the strong full year growth consistent with our long-term growth objectives of 12% to 15% distribution per unit growth through at least 2024. As I previously mentioned, we continue to execute on our plan to expand NextEra Energy Partners portfolio with an agreement to acquire assets in a diverse portfolio of long-term contracted wind and solar projects from Energy Resources. The portfolio consists of approximately 830 megawatts of renewables, of which NextEra Energy Partners will be acquiring an approximately 590-megawatt net interest. NextEra Energy Partners interest in the portfolio will consist of approximately 510 megawatts of the universal scale wind and solar projects and approximately 80 megawatts of distributed solar projects, which is NextEra Energy Partners first acquisition of distributed generation assets. The portfolio to be acquired by NextEra Energy Partners has a cash available for distribution, weighted average contract life of approximately 17 years and a counterparty credit rating of Baa1 at Moody's and BBB+ at S&P. Energy Resources currently owns the country's largest portfolio of distributed generation assets with commercial and industrial customers and expects to triple its capital investment in distributed generation from 2020 through 2024. NextEra Energy Partners expects to benefit from this expansion over the coming years through future acquisitions from Energy Resources. NextEra Energy Partners expects to acquire the portfolio for a total consideration of $563 million, subject to working capital and other adjustments. NextEra Energy Partners share of the portfolio's debt and tax equity financing is estimated to be approximately $270 million at the time of closing. The acquisition is expected to contribute adjusted EBITDA of approximately $90 million to $100 million and cash available for distribution of approximately $41 million to $49 million, each on a five-year average annual run rate basis beginning on December 31, 2021. The purchase price for the transaction is expected to be funded with existing liquidity and the transaction is expected to close prior to year-end and be immediately accretive to LP distributions. NextEra Energy Partners continues to expect to be in the upper end of our previously disclosed year-end 2021 run rate adjusted EBITDA and CAFD expectation ranges of $1.44 billion to $1.62 billion, and $600 million to $680 million, respectively. As a reminder, all of our expectations are subject to our normal caveats and include the impact of anticipated IDR fees as we treat these as an operating expense. From the base of our fourth quarter 2020 distribution per common unit at an annualized rate of $2.46, we continue to see 12% to 15% growth per year in LP distributions as being a reasonable range of expectations through at least 2024. We expect the annualized rate of the fourth quarter 2021 distribution that is payable in February of 2022 to be in the range of $2.76 to $2.83 per common unit. In summary, we remain as enthusiastic as ever about the long-term growth prospects both NextEra Energy and NextEra Energy Partners. At NextEra Energy, we were honored to be named on Time Magazine's first-ever list of top-100 most influential companies, which highlights businesses making an extraordinary impact around the world. We are proud to be leading the clean energy transformation in our sector and remain focused on executing upon the opportunities presented by the significant growth in wind, solar and various forms of energy storage in the U.S. over the coming decades. At FPL, including Gulf Power, that means continuing to deliver on our best-in-class customer value proposition of low bills, high reliability and clean energy solutions. At Energy Resources, our competitive advantages position us well to capture a meaningful share of the significant and expanding market for renewables. And at NextEra Energy Partners with its continued access to low-cost capital and accretive acquisition opportunities is well positioned as ever to take advantage of the clean energy transformation reshaping the energy industry. ","compname says second-quarter adjusted earnings were $0.71 per share. reported 2021 second-quarter net income attributable to nextera energy on a gaap basis of $0.13 per share. on an adjusted basis, nextera energy's 2021 second-quarter earnings were $0.71 per share. for 2021, nextera energy expects adjusted earnings per share to be in the range of $2.40 to $2.54. " "As a reminder, Gulf Power legally merged into Florida Power & Light Company effective on January 1, 2021. Gulf Power will continue as a separate reportable segment within Florida Power & Light and NextEra Energy through 2021, serving its existing customers under separate retail rates. NextEra Energy delivered strong third quarter results with adjusted earnings per share increasing by approximately 12% year-over-year. Both the principal businesses executed well on major initiatives and we continue to advance our opportunity set for new renewables and storage. Building upon the solid progress made in the first half of the year, NextEra Energy is well positioned to meet its overall objectives for 2021 and beyond. Earlier this month, we were honored to be named on Fortune's 2021 Change the World list, the only electric utility in the world to be recognized. This recognition is a testament to NextEra Energy's best-in-class position in the renewable energy sector and our continued commitment to the customers and communities that we serve. At FPL, net income increased approximately 10% versus the prior-year comparable period, reflecting contributions from continued investment in the business. Most notably, during the quarter, we reached what we believe is a fair and constructive long-term settlement agreement with a number of intervenors in our rate case, continuing a long history of negotiated outcomes that benefit both customers and shareholders. We believe the agreement, if approved, should enable us to continue to focus on operating the business efficiently while investing in the future to ensure resilience, reliability, affordability and clean energy for generations to come in Florida. We expect the Florida Public Service Commission to vote on our agreement at its agenda conference on October 26, and I'll provide more details on the proposed agreement in a few minutes. FPL's major capital initiatives continue to progress well, including what will be the world's largest integrated solar power battery system, the 409-megawatt FPL Manatee Energy Storage Center that is now 75% complete and on track to begin serving customers later this year. Gulf Power also had a great quarter of execution, and its strong year-to-date financial performance is attributable to continued successful implementation of the cost reduction initiatives and smart capital investments that we previously outlined. Gulf Power's year-to-date net income contribution increased approximately 14% versus the prior-year comparable period. And we remain focused on improving Gulf Power value proposition by providing lower costs, higher reliability, outstanding customer service and clean energy solutions for the benefit of our customers. At Energy Resources, adjusted earnings for the quarter increased by approximately 12% year-over-year. Our development team had another terrific quarter of new renewables and storage origination, adding approximately 2,160 megawatt to our backlog since the last earnings call, marking the best quarter of overall origination and the best quarter of new wind additions in Energy Resources' history. These backlog additions include approximately 225 megawatts of combined solar and storage projects and a 500 megawatt wind project that is intended to power an adjacent new green hydrogen facility, which I'll provide some additional details on in just a few minutes. We continue to expect that our competitive advantages will drive meaningful growth in renewables and various forms of energy storage at Energy Resources in the coming years, as the trend toward broad decarbonization across many facets of the US economy takes hold. Overall, with three strong quarters complete in 2021, we are pleased with the progress we are making at NextEra Energy, and we are well positioned to achieve the full-year financial expectations that we have previously discussed subject to our usual caveats. Now, let's look at the detailed results, beginning with FPL. For the third quarter of 2021, FPL reported net income of $836 million or $0.42 per share, which is an increase of $79 million and $0.04 per share, respectively year-over-year. Regulatory capital employed increased by approximately 10.5% over the same quarter last year and was the principal driver of FPL's year-over-year net income growth of approximately 10%. FPL's capital expenditures were approximately $1.5 billion in the third quarter and we expect its full-year capital investments to total between $6.6 billion and $6.8 billion. Our reported ROE for regulatory purposes will be approximately 11.6% for the 12 months ended September 2021. During the quarter, we restored $124 million of reserve amortization, leaving FPL with a balance of $597 million. As you know, much of the East Coast of the US was recently impacted by Hurricane Ida, which made landfall on the Gulf Coast as a Category 4 hurricane and also caused catastrophic flooding across the Northeastern US. Our deepest sympathies are with those that have been impacted by Ida's widespread destruction. We value deeply the industry's commitment to mutual assistance and we were fortunate to be in a position to assist other utilities this year. As part of our assistance efforts, we sent more than 1,250 of our employees and contractors as well as transmission equipment and other supplies to help rebuild the grid to support the restoration efforts of the impacted utilities. Let me now turn to Gulf Power, which reported third quarter 2021 net income of $91 million or $0.05 per share. Gulf Power's third quarter earnings per share contribution was flat versus the prior-year comparable quarter. As a reminder, the third quarter of 2020 benefited from the reversal of COVID-19 related expenses that had occurred earlier in that year. During the quarter, Gulf Power's regulatory capital employed grew by approximately 13% year-over-year. Gulf Power's capital expenditures were approximately $200 million during the third quarter and we expect its full-year capital investments to be roughly $800 million. For the full year 2021, we continue to expect Gulf Power's regulatory ROE to be in the upper half of the allowed band of 9.25% to 11.25%. All of our major capital initiatives at Gulf Power are progressing well. Gulf Power anticipates bringing approximately 150 megawatts of cost effective zero emission solar capacity online within the next six months. The North Florida Resiliency Connection, which among other things, will allow customers to benefit from greater diversity in solar output across the two different time zones, is expected to be in service in mid-2022. These continued smart capital investments in renewables and core infrastructure are expected to drive customer benefits for many years to come. During the quarter, Gulf Power was impacted by Tropical Storm Fred, which experienced an unexpected change in path before striking the service territory. Through a restoration workforce of roughly 1,700 personnel, Gulf Power was able to restore its service to essentially all of the approximately 20,000 customers impacted by Fred in Northwest Florida in less than 24 hours. Moreover, the average customer outage was restored in less than 2 hours. Our culture of preparation, including our annual storm drills and the team's focused execution helped ensure an efficient, timely and safe response to the tropical storm. The economy in Florida continues to grow at a healthy pace and remains among the strongest in the nation. Florida's labor force participation rate has recovered to its highest level in nearly 18 months reflecting the ongoing recovery, following the onset of the COVID-19 pandemic last year. The real estate sector in Florida also continues to grow with a three-month average new housing starts up over 40% year-over-year. In August alone, there are -- there were twice as many new housing starts in Florida than in the average over the last 10 years. Florida building permits, a leading indicator of residential new service accounts, are up 47% year-over-year and have outpaced the nation's quarterly growth by 32%. As another indicator of Florida's economic health, Florida's retail sales index is up nearly 60% versus the prior year. During the quarter, FPL's average number of customers increased by approximately 77,500 or 1.5% from the comparable year prior quarter driven by continued solid underlying population growth. FPL's third quarter retail sales decreased 1.4% from the prior-year comparable period. A decline in weather related usage per customer of approximately 2.7% offset the benefits of customer growth. On a weather-normalized basis, third quarter sales increased 1.3% with continued strong underlying usage contributing favorably. For Gulf Power, the average number of customers grew 1.6% versus the comparable prior-year quarter. And Gulf Power's third quarter retail sales increased 0.6% year-over-year with strong usage from increased customer growth contributing favorably. As a reminder, on March 12th, we initiated Florida Power & Light's 2021 base rate proceeding for rate relief beginning in January of 2022. After months of negotiation, we reached a proposed settlement agreement in early August with a number of intervenors in the proceeding. The Office of Public Counsel, The Florida Retail Federation, The Florida Industrial Power Users Group, The Southern Alliance for Clean Energy, Vote Solar, The CLEO Institute and The Federal Executive Agencies all joined the agreement, reflecting a broad set of constituents across our customer base. The four-year proposed agreement, which begins on January 2022 provides for retail base revenue adjustments as shown on the accompanying slide and allowed regulatory return on equity of 10.6% with a range of 9.7% to 11.7%, and no change to FPL's equity ratio from investor sources for the combined system. Should the average 30-year US Treasury yields be 2.49% or greater over any consecutive six-month period during the term of the agreement, Florida Power & Light's allowed regulatory ROE would increase to 10.8% with a range of 9.8% to 11.8%. Additionally, if federal or state permanent corporate income tax changes become effective during the term of the proposed agreement, Florida Power & Light would be able to prospectively adjust base rates after review of the impacts on base revenue requirements. The proposed agreement also includes flexibility over the four-year term to amortize up to $1.45 billion of depreciation reserve surplus. Consistent with the rate plan filed in March, the proposed settlement agreement would unify the rates and tariffs of FPL and Gulf Power by implementing a five-year transition rider and credit mechanism to address the initial differences in cost of serving the existing FPL and Gulf Power customers. Additionally, the proposed settlement agreement also provides for Solar Base Rate Adjustments or SoBRA, upon reaching commercial operations of up to 894 megawatts annually of new solar generation in each of 2024 and 2025, subject to a cost cap of $1,250 per kilowatt and showing an overall cost effectiveness for FPL's customers. FPL would also be authorized to expand its SolarTogether voluntary community solar program by constructing an additional 1,788 megawatts of solar generation through 2025, which would more than double the size of our current SolarTogether program and is expected to save our customers millions of dollars over the lifetime of the assets. In addition to solar energy, the settlement agreement would support FPL's green hydrogen pilot project in Okeechobee County. This innovative technology could one day unlock 100% carbon-free electricity that's available 24 hours a day. The proposed settlement agreement also introduces several electric vehicle programs and pilots designed to accelerate the growth of electric vehicle adoption and charging infrastructure investment across Florida with a total capital investment of more than $200 million. Under the proposed agreement, FPL would continue to recover prudently incurred storm costs consistent with the framework in the current settlement agreement. Future storm restoration costs would be recoverable on an interim basis beginning 60 days from the filing of a cost recovery petition, but capped at an amount that could produce a surcharge of no more than $4 for every 1,000 kilowatt hour of usage on residential bills in the first 12 months of cost recovery. Any additional costs would be eligible for recovery in subsequent years. If storm restoration costs were to exceed $800 million in any given calendar year, FPL could request an increase to the $4 surcharge. We believe the proposed settlement is fair, balanced and constructive and supports our continued ability to provide highly reliable, low cost service for our customers through the end of the decade. FPL's typical resident bill is lower today than it was 15 years ago and is well below the national average. The proposed agreement would keep typical residential bills well below the national average and among the lowest in Florida through 2025. Let me now turn to Energy Resources, which reported third quarter 2021 GAAP losses of $428 million or $0.22 per share. Adjusted earnings for the third quarter were $619 million or $0.31 per share, which is an increase of $68 million and $0.03 per share, respectively year-over-year. The effect of mark-to-market on non-qualifying hedges, which is excluded from adjusted earnings, was the primary driver of the difference between Energy Resources' third quarter GAAP and adjusted earnings results. Contributions from new investments added $0.03 per share relative to the prior year comparable quarter, primarily reflecting continued growth in our contracted renewables and battery storage program. The contribution from existing generation assets increased $0.01 per share year-over-year. Our customer supply and trading business contribution was $0.02 higher year-over-year due to favorable market conditions in our retail supply and power marketing businesses. All other impacts decreased results by $0.03 per share versus 2020, driven primarily by miscellaneous tax items. As I mentioned earlier, Energy Resources' development team had a record quarter of origination success, adding approximately 2,160 megawatts to our backlog. Since our last earnings call, we have added approximately 1,240 megawatts of new wind projects, 515 megawatts of new solar projects and 345 megawatts of new storage assets to our renewables and storage backlog. In addition, our backlog increased by Energy Resources' share of NextEra Energy Partners' planned acquisition of an approximately 100 megawatt operating wind project that the partnership is announcing today. Through the three -- first three quarters of 2021, we have added more than 5,700 megawatts to our renewables and storage backlog. Energy Resources' backlog of signed contracts now stands at approximately 18,100 megawatts. At this early stage, we have made terrific progress toward our long-term development expectations with more than 7,600 megawatts of projects already in our post 2022 backlog. Our backlog additions for the third quarter include a 500 megawatt wind project, the majority of which is contracted with a hydrogen fuel cell company. The project's customer intends to construct a nearby hydrogen electrolyzer facility that will use the wind energy production to supply up to 100% of the facility's load requirements. The hydrogen manufactured by the facility would enable commercial and industrial end users to replace their current gray hydrogen and fossil fuel purchases with emissions-free green hydrogen, further accelerating the decarbonization of the industrial and transportation sectors. Energy Resources also add nearly 300 megawatts of battery storage projects in California, and we continue to experience significant demand from California based utilities and commercial and industrial customers for reliable energy storage solutions. We are currently developing nearly 2,400 megawatts of additional co-located and stand-alone battery storage projects in California with the potential to be deployed in 2023 and 2024, to enhance reliability and help meet the state's energy storage capacity requirements and ambitious clean energy goals. More than 30 years, we have been investing in clean energy in California and are proud to help the state lead the country to a carbon-free sustainable future. Consistent with our focus on growing our rate regulated and long-term contracted business operations, during the third quarter, Energy Resources entered into an agreement to acquire a portfolio of rate regulated water and wastewater utility assets in eight counties near Houston, Texas. The proposed acquisition expands our regulated utility business in an attractive market with significant expected customer growth and furthers our strategy to build a world class water utility in the coming years. Subject to regulatory approvals, the acquisition is expected to close in 2022. Energy Resources is also currently in construction on an innovative water reuse and reclamation project that would help our customer achieve significant savings on its water supply needs and make its operations more efficient and sustainable while at the same time, delivering attractive returns to Energy Resources. While the roughly $45 million total equity investment for these transactions is small in context of our overall capital program, we are optimistic about the strong growth anticipated in this new market and the potential for clean water solutions to generate additional contracted renewables opportunities going forward. Turning now to the consolidated results for NextEra Energy. For the third quarter of 2021, GAAP net income attributable to NextEra Energy was $447 million or $0.23 per share. NextEra Energy's 2021 third quarter adjusted earnings and adjusted earnings per share were $1.48 billion and $0.75 per share, respectively. Adjusted results from corporate and other segment increased by $0.01 year-over-year. Our long-term financial expectations through 2023 remain unchanged. For 2021, NextEra Energy expects adjusted earnings per share to be in the range of $2.40 to $2.54 and we would be disappointed not to be at or near the high-end of this range. While we are pleased with our year-to-date results, which have exceeded the top end of our growth rate expectations so far for the year, we expect the fourth quarter results to include impacts from certain liability management activities that we are currently reviewing to take advantage of the low interest rate environment. These initiatives could generate negative adjusted earnings per share impacts of as much as $0.08 to $0.10 in the fourth quarter before translating to favorable net income contributions in future years and an overall improvement in net present value for our shareholders. Looking further ahead, for 2022 and 2023, NextEra Energy expects to grow 6% to 8% off of the expected 2021 adjusted earnings per share, and we would be disappointed if we are not able to deliver financial results at or near the top-end of these ranges in 2022 and 2023. Our earnings expectations are supported by what we believe is the most attractive organic investment opportunity set in our industry. From 2018 to 2023, we continue to expect that operating cash flow will grow roughly in line with our adjusted earnings per share compound annual growth rate range. We also continue to expect to grow our dividends per share at roughly 10% rate per year through at least 2022 off of a 2020 base. As always, our expectations assume normal weather and operating conditions. Let me now turn to NextEra Energy Partners, which performed well and delivered third quarter results generally in line with our expectations. Yesterday, the NextEra Energy Partners Board declared a quarterly distribution of $0.685 per common unit or $2.74 per common unit on an annualized basis, continuing our track record of growing distributions at the top-end of our 12% to 15% per year growth range. Inclusive of this increase, NextEra Energy Partners has now grown its distribution per unit by more than 265% since the IPO. NextEra Energy Partners continues to execute against its growth initiatives during the quarter. Since the last earnings call, NextEra Energy Partners closed on its previously announced acquisitions of approximately 400 megawatts of operating wind projects from a third party and approximately 590 net megawatts of geographically diverse wind and solar projects from Energy Resources. In addition, today, we are announcing an agreement to acquire an approximately 100 megawatt operating wind asset in California from a third party to further expand NextEra Energy Partners portfolio and enhance its long-term growth visibility. The project is located in a strategic market with strong expected growth in renewables demand, and it also offers significant optionality to NextEra Energy Partners in terms of operational savings and long-term value creation. NextEra Energy Partners intends to purchase the asset for a total consideration of approximately $280 million, subject to closing adjustments, which includes the assumption of approximately $150 million in existing project finance debt estimated at the time of closing. NextEra Energy Partners expects to recapitalize this project finance debt in 2022 as it executes on its overall financing plan for the year. We expect to fund the approximately $130 million balance of the purchase price using existing debt capacity. Subject to regulatory approvals, the acquisition is expected to close later this year or in 2022. Following the project debt paydown next year, the asset is expected to contribute adjusted EBITDA and unlevered cash available for distribution of approximately $22 million to $27 million, each on a five-year average run rate -- annual run rate basis beginning December 31, 2022. NextEra Energy Partners continues to leverage its competitive advantages to be successful in third-party M&A and extend its long runway of growth. Consistent with our long-term growth prospects, today, we are also introducing year-end 2022 run rate expectations, which are built upon its strong existing portfolio cash generation and continued ability to access low cost capital to acquire accretive renewable energy projects. Overall, we are pleased with the year-to-date execution at NextEra Energy Partners and we believe we are well positioned to continue delivering LP unitholder value going forward. Now, let's look at the detailed results. Third quarter adjusted EBITDA was $334 million, up approximately 7% from the prior year comparable quarter due to growth in the underlying portfolio. New projects, which primarily reflect the asset acquisitions that closed at the end of 2020 and the recently closed acquisition of 391 megawatts of operating wind assets from a third party, contributed $23 million. Existing assets contributed $7 million, primarily driven by the wind repowerings that occurred in the fourth quarter of last year and an improvement in wind resource. Wind resource for the third quarter was 101% of the long-term average versus 96% in the third quarter of 2020. These favorable impacts were partially offset by lower solar resource in the third quarter of this year. Cash available for distribution of $158 million for the third quarter declined by $4 million versus the prior year, primarily as a result of lower year-over-year PAYGO payments after a weaker wind resource period in the second quarter of this year. As a reminder, NextEra Energy Partners recapitalized its Genesis Solar project and other existing assets at the end of last year and the impact of this new project level financing cost versus the prior year was offset by an associated reduction in corporate level interest expense as reflected in our other category. Additional details of our third quarter results are shown on the accompanying slide. On a year-to-date basis versus 2020, adjusted EBITDA and cash available for distribution have increased by roughly 9% and 6%, respectively. And NextEra Energy Partners remains well positioned to continue to deliver on its outstanding growth objectives. We continue to expect NextEra Energy Partners portfolio to support an annualized rate of fourth quarter 2021 distribution that is payable in February of 2022 to be in the range of $2.76 to $2.83 per common unit. From a base of our fourth quarter 2020 distribution per common unit at an annualized rate of $2.46, we continue to see 12% to 15% growth per year in LP distributions as being a reasonable range of expectations through at least 2024. NextEra Energy Partners continues to expect to be in the upper end of our previously disclosed year-end 2021 run rate adjusted EBITDA and cash available for distribution expectation ranges of $1.44 billion to $1.62 billion and $600 million to $680 million, respectively. We expect to achieve our 2022 distribution growth of 12% to 15% while maintaining a trailing 12-month payout ratio in the low 80% range. By year-end 2022, we expect the run rate for adjusted EBITDA to be in the range of $1.775 billion to $1.975 billion and run rate for cash available for distribution to be in the range of $675 million to $765 million. At the midpoint, these revised expectations ranges reflect estimated growth in adjusted EBITDA and cash available for distribution of roughly 23% and 13%, respectively, from the comparable year-end 2021 run rate expectations. These growth rates are supported by our strong execution against our long-term growth objectives in 2021, including opportunistic third-party transactions that were not previously in our plan. As a reminder, all of our expectations are subject to our normal caveats and include the impact of anticipated IDR fees as we treat these as an operating expense. Finally, during the quarter, S&P updated its ratings methodology for NextEra Energy Partners. And in particular, it will now evaluate NextEra Energy Partners debt metrics on a funds from operations or FFO to debt basis with a downgrade threshold of 14% instead of a debt-to-EBITDA basis. We believe that the combination of S&P's updated methodology, its assessment of NextEra Energy Partners improving diversity and its use of less conservative assumptions in the portfolios and renewable generation cash flows will allow for several hundred million dollars more of financing flexibility relative to our previous assumptions, providing the partnership with even greater flexibility going forward to finance accretive acquisition for the benefit of our unitholders. In summary, we continue to believe that both NextEra Energy and NextEra Energy Partners have some of the best opportunity sets and execution track records in the industry and we remain as enthusiastic as ever about our future prospects. ","compname says qtrly gaap earnings per share $0.23. qtrly adjusted earnings per share $0.75. compname says for 2021, expects adjusted earnings per share to be in the range of $2.40 to $2.54. announcing agreement to acquire about 100-mw operating wind asset in california from a third party. sees 2022 run-rate expectations, of roughly 23% & 13% growth, respectively, from 2021 run-rate adjusted ebitda, cafd midpoints. intends to purchase an about 100-mw operating wind asset for total consideration of about $280 million. continues to expect to be in upper end of previously disclosed year-end 2021 run-rate adjusted ebitda, cafd expectations ranges. " "With us on the call from National Fuel Gas Company are Dave Bauer, President and Chief Executive Officer; Karen Camiolo, Treasurer and Principal Financial Officer; and John McGinnis, President of Seneca Resources. We may refer to these materials during today's call. While National Fuel's expectations, beliefs and projections are made in good faith and are believed to have a reasonable basis, actual results may differ materially. National Fuel's first quarter was a great start to our fiscal year, with operating results up 5% year-over-year. Operationally, we had a really strong quarter, particularly at Seneca and NFG Midstream, where in spite of 4 Bcf of pricing-related curtailments, production and the associated gathering throughput was up 36% over last year. Most of that growth was the result of last year's Tioga County acquisition, which continues to trend better than our initial expectations. The team has been focused on high-grading our consolidated development program, optimizing our firm sales and transportation portfolio and driving down unit costs. You can see our success in Seneca's updated guidance. We increased the midpoint of our production range and lowered our forecasted unit costs, all while holding our capital range constant. Seneca added a second drilling rig in January, with first production permit scheduled to come online in early fiscal 2022. The goal is to fill our Leidy South capacity as soon after it goes in service, and thereby, capture the premium winter pricing in the East Coast markets. The second rig will focus principally on Tioga County. We're at $2 netback prices, our consolidated returns on Utica wells are north of 65%. Looking beyond fiscal 2022, absent new firm takeaway capacity, Seneca's program will likely average between 1.5 and 2 rigs, which will keep our production flat to slightly growing. Our focus will be on generating free cash flow. As you can see from our updated slide deck at a $2.75 NYMEX price, we expect our Upstream and Gathering businesses will generate approximately $115 million to $125 million in free cash flow in 2021. As our production grows in 2022 and 2023, we expect this level of free cash flow to similarly increase. Obviously, our ability to generate cash is heavily dependent on the direction of commodity prices. As you know, we have an active hedging program and continue to methodically layer in hedges with the goal of protecting our investment in PDPs and locking in the strong rates of return generated by our unique integrated development program. Switching gears, our FERC-regulated pipeline businesses had a great quarter, with earnings up nearly 25%. This was driven by the Supply Corporation rate case settlement that went into effect last February, coupled with the new revenues from our Empire North expansion project that was placed in service at the end of fiscal 2020. Our FM100 expansion and modernization project is on track to continue this momentum into fiscal 2022 and 2023. As a reminder, this project will add $50 million in annual revenue, once it goes in service, which I expect will occur late in this calendar year. We're waiting on a few remaining state permits, which we anticipate receiving in the next few weeks. All of the necessary federal permits have been received. We've awarded the job to contractors in order for the necessary long lead time items, including pipeline and compressor units. Once all permits are in hand, we'll file for our notice to proceed with FERC and start construction shortly thereafter. With respect to the recent change in leadership at FERC, we don't see any cause for concern on FM100. As you know, FM100 is a companion project to Transco's Leidy South expansion. And though the latter project is a little ahead of ours in the permitting process, FERC views them as essentially one project. Just last week, Transco received the notice to proceed from FERC for a portion of their project, which gives us confidence that ours will receive similar treatment when we file for our notice to proceed in the next few weeks. Switching to the Utility, warmer-than-normal weather and the impact of the pandemic on our operating costs weighed on earnings for the quarter. These were somewhat offset by the continued growth in revenues from our New York jurisdiction's system modernization tracking mechanism. As we continue to face the COVID pandemic, the safety and well-being of our employees, customers and communities are our highest priorities. We remain focused on business continuity and providing the safe and reliable service our customers expect. With the change in administration in Washington, there has been increased focus on the role of natural gas in the nation's energy complex. Natural gas has already played a significant role in the decarbonization of the economy. The displacement of coal-fired power generation and fuel switching for residential heating drove a 12% reduction in total US greenhouse gas emissions since 2008. The importance of natural gas to the economy cannot be understated. For example, in our New York utility service territory, nearly 90% of households use natural gas to heat their homes. And on a day like today, nearly 50% of New York State's electricity is being generated using natural gas. In the near-term, that role is not going to change overnight. But longer-term, it's clear we're moving toward a lower carbon world. I firmly believe the cost and reliability advantages provided by natural gas will ensure it has a future serving the energy needs of the country. Heating a home in the Northeast using natural gas costs less than half of what it would using electric heat. And LDCs are incredibly reliable. This past winter, natural gas service at our Utility was available 99.9% of the time. It makes little sense to forfeit these benefits in favor of more expensive, less reliable alternatives. But to make sure we have a place in the energy complex, we must dramatically lower our emissions footprint and National Fuel is committing to do so. How will we get there? On my view, there are three main avenues to pursue. First is improving the emissions profile of our operations. We've already made great progress here. For example, through our modernization program, greenhouse gas emissions on our utility system have dropped by more than 60% from 1990 levels. But we're not done. At the current pace of the program, we expect a more than 80% reduction by 2040. We have to encourage our customers to use less. Our conservation incentive program has resulted in end-use emissions reductions of over 1.3 million metric tons since its implementation in 2007. And lastly, we need to embrace technology across all aspects of our business, including our own operations, the equipment used by our customers and alternative fuels like RNG and hydrogen. We're proud to be an anchor sponsor of the Low-Carbon Resources Initiative, which is researching new technologies that lower the carbon footprint of pipelines, LDCs and their customers. I'm excited for the future of natural gas. We have some work to do. But at the end of the day, I'm very confident natural gas will have a prominent role in meeting our country's energy needs, and that National Fuel's operations, from the wellhead to the burner tip, will remain an important part of the energy solution. In closing, National Fuel had a great first quarter. As I've said on prior calls, fiscal '21 should be a big growth year for us. The first quarter delivered on that expectation, and the outlook for the remainder of the year continues to be strong. Gas prices have been volatile, but our strong hedge book helps protect from those swings. As we look toward '22 and beyond, we're well positioned for both growth and meaningful cash flow generation, a combination that many of our peers cannot match. Our balance sheet is in great shape. And our integrated, yet diversified business model, provides a level of downside protection to help us navigate the ebbs and flows that we'll inevitably face. As you've probably seen, John McGinnis is retiring effective May 1 of this year. Over the course of his 14 years with the Company, John has been instrumental in the growth of Seneca, taking it from a small conventional operator that produced less than 50 Bcfe annually to the key player in the Appalachian Basin that Seneca has become. Also, John Pustulka, our Chief Operating Officer, is retiring effective May 1. There isn't an individual that I've met who has been more dedicated to the Company and the industry. Over his 47-year career, he led by example and was a main driver of our corporate culture, particularly as it relates to employee safety. I wish them both the best in retirement. While they'll be missed, I'm certain the Company won't miss a beat under the leadership of Ron Kraemer, who will assume the role of COO; and Justin Loweth, who will become the new President of Seneca. Seneca had a strong first quarter. We produced a Company record, 79.5 Bcfe, despite approximately 4 Bcf of price-related curtailments in October and early November. Our nearly 40% production increase in Appalachia was largely due to the Company's fourth quarter fiscal 2020 acquisition of upstream assets in Tioga County, as well as production from our ongoing development program. We continue to see the benefits of our recent acquisition, with increased scale and operational synergies driving a collective $0.10 per Mcfe decrease in G&A and LOE expenses from the prior year's first quarter. With about six months of operations now under our belt, we are seeing additional cost reductions above our initial expectations. As an example, LOE reductions of over $50,000 a month have been realized by releasing unneeded equipment rentals and contract services on the acquired assets. Additionally, we achieved between $300,000 to $500,000 per well in reduced water cost on our recent Tioga 007 pad completions through the use of acquired water withdrawal points and storage facilities. In line with our plans discussed on last quarter's call, we added a second drill rig in early January, which will focus on our EDA assets, including the deep inventory of acquired Utica locations in Tioga. This activity will allow Seneca to bring online additional volumes in early fiscal '22, commensurate with the expected availability of our capacity on the Leidy South project, reaching premium markets during the winter heating season. We expect Seneca's other rig to remain focused in the WDA, maintaining relatively balanced activity between these two operating areas longer term. Although pricing in fiscal '21 has not been as strong as we initially projected during this winter, the supply and demand fundamentals, whether notwithstanding, remain constructive over the next 12 to 18 months. Looking out beyond the current year, the fiscal '22 strip is around $2.80 an Mcf, a price where we realized strong returns from our Appalachia program. As always, we have maintained our disciplined approach to hedging and are already well positioned in fiscal '22, with over 180 Bcf of fixed price firm sales, NYMEX swaps and costless collars in place. This provides Seneca with downside protection, but leaves the potential to generate significant additional free cash flow, should prices move up. We'll keep a close eye on pricing dynamics and look for opportunities to layer in additional hedges as we move through this fiscal year, closer to the in-service date of Leidy South. We are maintaining our fiscal '21 capex guidance, which remains in the $350 million to $390 million range. Based on our strong first quarter well results and solid execution by our operations team, we are revising our production guidance to range -- to a range of 310 Bcfe to 335 Bcfe, a 2.5 Bcfe increase at the midpoint. Most of our production growth in fiscal '21 should occur during the first half of the year, with flat to slightly declining production during the back half as we defer completion and flowback activity until the winter season when our new FT capacity is targeted to be in service. For the remainder of the fiscal year, we have 186 Bcf or around 80% of our East Division gas production locked in physically and financially. We have another 30 Bcf of firm sales providing basis protection, so over 90% of our forecasted gas production is already sold. We currently estimate that we'll have around 17 Bcf of gas exposed to the spot market. So, as always, these volumes are potentially at risk for curtailment. And in California, we have around 67% of our remaining oil production, is hedged at an average price of around $57 per barrel. Justin Loweth, our Senior VP of Seneca, will be promoted to President. Justin has been with Seneca for 10 years and has been instrumental in much of our success over the past decade, and I am confident in his ability to lead the Company forward. We pay a lot of attention to our succession planning across the organization, and I am pleased to be leaving Seneca with an experienced and strong management team. National Fuel's first quarter GAAP earnings were $0.85 per share when you back out items impacting comparability, including a ceiling test charge and the impact of a gain related to the sale of our timber properties, operating results were $1.06 per share. This increase of 5% over last year was on the strength of our Pipeline & Storage segment results, as well as the impact of the Upstream and Gathering acquisition in Appalachia. Dave and John already hit on the high-level drivers, so I'll focus on a few other details from the quarter and discuss our outlook for the remainder of the year. First, in line with our expectations, we closed on the sale of our timber properties in December, receiving net proceeds of $105 million after closing adjustments. As a result, we recorded an after-tax gain of $37 million. We made the decision to divest substantially all of these properties to fund a portion of our Appalachian acquisition. The timing of the sale allowed us to structure the transaction as a like kind of exchange, which defers a relatively sizable tax gain over the life of the Appalachian reserves that we acquired last year. The other large item impacting comparability during the quarter was the $55 million after-tax non-cash ceiling test charge. Given where prices are today, we would not expect to record another ceiling test impairment in the fiscal year. Moving to operating results for the quarter. John and Dave hit the high points in our Upstream and Pipeline businesses, so let me touch briefly on earnings at the Utility, which were down $3.5 million versus last year's first quarter. Warmer weather, particularly in our Pennsylvania service territory and an additional accrual for bad debt, likely to result from the pandemic, impacted this business during the quarter. While we haven't witnessed a material deterioration and customer payment trends, we are in the midst of the winter heating season, and customers are only just beginning to see larger monthly bills. As a result, we continue to conservatively accrue additional expense to reserve against the potential for increased bad debts, and would expect to do so at least through the remainder of the winter. Switching to our outlook for the rest of the year, we've revised our guidance range higher, now projecting earnings to be between $3.65 and $3.95 per share, a $0.10 increase at the midpoint. This increase was driven by strong results during the first quarter, modest decreases in Seneca's cash unit costs and a reduction in our expected DD&A rate as a result of the additional ceiling test charge and reserve bookings during the first quarter. These are expected to be somewhat offset by revisions to our commodity price assumptions for the remaining nine months of the year, with our NYMEX natural gas guidance decreasing to $2.75 per MMBtu and WTI guidance increasing to $52.50 per barrel. With respect to consolidated capital spending, all of our segment ranges remain the same, and we are still projecting between $720 million and $830 million for the fiscal year. At the midpoint of our guidance ranges, we'd expect funds from operations to exceed our capital spending by approximately $50 million for the year. Incorporating that with the proceeds from the sale of our timber properties, we expect to be able to cover our dividend without any material incremental short-term borrowings. We are well hedged for the remainder of the year, so any changes in commodity prices should have a muted impact on earnings and cash flows. Switching to the balance sheet. We have $500 million of long-term debt set to mature in December. We expect to access the capital markets in fiscal 2021 to replace this maturity. With our next maturity thereafter, not until fiscal 2023, we have a nice runway without any major refinancing requirements. On our short-term credit facilities, we enhanced our liquidity by increasing the size of our 364-day credit facility and extending its maturity through the end of calendar 2022. This now gives us $1 billion in committed unsecured credit facilities that are almost entirely undrawn today. From an overall leverage standpoint, our balance sheet is in great shape. We are well within the investment-grade targets set forth by the rating agencies. And as we look to fiscal 2022 and finish construction on the FM100 project, we expect to see further improvement in these metrics. In closing, we had a solid first quarter, and the outlook for the year remains strong. ","compname reports q1 gaap earnings per share $0.85. q1 gaap earnings per share $0.85. qtrly adjusted operating results $1.06 per share. sees 2021 earnings, excluding items impacting comparability, will be within range of $3.65 to $3.95 per share. co now assumes that wti oil prices will average $52.50 per bbl for remainder of 2021. " "With us on the call from National Fuel Gas Company are Dave Bauer, President and Chief Executive Officer; Karen Camiolo, Treasurer and Principal Financial Officer; and Justin Loweth, President of Seneca Resources. We may refer to these materials during today's call. While National Fuel's expectations, beliefs and projections are made in good faith and are believed to have a reasonable basis, actual results may differ materially. National Fuel had an excellent second quarter with operating results of $1.34 per share, up 38% year-over-year. During the quarter, we saw the benefits of the ongoing expansion of our FERC-regulated interstate pipeline systems including significant incremental revenues from our Empire North project, which went into service last September. In addition, last summer's Tioga County acquisition continues to exceed our expectations with gathering throughput and Appalachian production up over 45%. Increased [Technical Issues] to $4.05 per share, at the midpoint an increase of 35% in the prior year. Across all our operations, we continue to successfully execute on our near-term growth plans. Our FM100 expansion and modernization project received its notice to proceed from FERC in late February and construction commenced in early March. We finished the critical path tree clearing on schedule and construction is under way on both compressor stations. We expect to begin construction on the pipeline portion of the project later this month. Based on our progress to date, we're confident the project will be finished on time for a late calendar '21 in-service date. Once complete, this project will generate about $50 million of annual revenue for us. And along with Transco's companion Leidy South project will provide Seneca with another valuable long-term outlet for its Appalachian production. With limited additional Appalachian takeaway capacity slated to come online in the near term, we believe that Seneca's firm transportation portfolio which accesses diverse and liquid markets will provide significant value in the years ahead. To maximize the value of this new capacity, Seneca is operating two drilling rigs in Pennsylvania with first production from its recent rig addition in our Eastern Development Area scheduled to come online just ahead of the Leidy South in-service date. This timing will allow Seneca to capture the premium winter pricing typically seen in the Transco Zone 6 market. This next leg of growth underpinned by the FM100 project positions us differently from our Appalachian peers. This project will enhance scale and profitability across our upstream gathering and regulated pipeline businesses and is a great example of the value of our integrated business model. Switching gears, the Utility also had a good quarter though warmer than normal weather did have an impact on earnings. Bad debt expense, which continued to trend a little higher, was also a factor. Karen will have more to say on that later on the call. Now this is an impressive achievement that's a testament to the hard work of our dedicated workforce. Across the nation policy makers are seemingly in a race to transition the nation's energy supply toward intermittent renewable resources. However, the events that transpired during February's super storm Yuri in Texas and the Midwest clearly underscore the need for an all-of-the above energy strategy. And this is particularly the case in National Fuel's operating footprint where the low temperatures that crippled Texas for just a few days are really pretty much the norm for the three coldest months of winter. It becomes readily apparent that there is a long-term need for reliable, weather-hardened infrastructure to serve the energy needs of our region and I firmly believe that natural gas with its resilient and safely operated pipeline delivery infrastructure, will remain an important part of the nation's energy solution. In March, we published our Utility's Pathways to a Low-Carbon Future report, which demonstrates pretty convincingly that natural gas and associated infrastructure can in fact have a role in a low-carbon world. The report, which was developed using the findings of a study performed by Guidehouse, an independent consulting firm, evaluated scenarios for meeting New York state's aggressive decarbonization targets focusing on the interplay of energy efficiency, electrification, hybrid heating solutions and low carbon fuels to leverage existing utility infrastructure and provide cost-efficient solutions. This study validates that by focusing policy on an all-of-the-above carbon reduction approach, we can achieve significant decarbonization that meets emissions goals while preserving access to low cost, reliable and resilient energy for consumers. Also in March, our Utility announced greenhouse gas emissions reduction targets for its delivery system of 75% by 2030 and 90% by 2050, both from 1990 levels. The targets rely on our commitment to the continued modernization of our utility infrastructure which today has led to a reduction in EPA Subpart W emissions of well over 60%. Importantly, our regulators have been supportive of these ongoing modernization efforts, particularly in New York where our system modernization tracker has allowed us to recover these investments in our system on a timely basis. While we started with the Utility, National Fuel is in the process of developing a plan to reduce its overall carbon footprint across the rest of our operations. This plan will include establishing credible emissions reductions targets for our midstream and upstream businesses as well as enhancing our sustainability disclosures to include additional climate-focused information in line with the TCFD framework. In conclusion, National Fuel is in great shape. Our FM100 project is under construction and on schedule, which positions our pipeline, upstream, and gathering businesses for significant near-term growth. At the same time, our Utility business continues to modernize its infrastructure, which will drive meaningful emissions reductions and provide an opportunity for ongoing rate base growth. Looking to fiscal '22 and beyond, our capital spending requirements will be substantially reduced, particularly in our FERC-regulated pipeline business, which will lead to significant free cash flow and increased financial flexibility. Add to that, half a century of dividend growth and a solid investment grade balance sheet and I think you'll find it tough to match National Fuel's long-term value proposition. I'd like to start by expressing my excitement to step into the President role at Seneca. Seneca couldn't be in a better place with a best-in-class group of employees, decades of economic development inventory, an attractive portfolio of takeaway capacity and the benefits of integration with National Fuel's other subsidiaries providing a firm foundation. Further we are aligning Seneca's organization around sustainability and environmental leadership and are working toward targets for reducing the environmental impact of our operations. In summary, the outlook for Seneca is bright. Moving on to the second quarter. Seneca produced a Company record 85.2 Bcfe, driven by increased Tioga County volumes from the acquisition completed last summer as well as growth in solid production results from our ongoing Appalachian development program. During the quarter we brought online [13] new wells in Pennsylvania, all of which were in our Western Development Area. Our operations team did a great job turning these recent wells online a few weeks ahead of schedule allowing us to accelerate production during the winter months capturing premium winter pricing. This increased our second-quarter production. However, over the balance of the year and as planned, we expect modestly declining volumes with only one new pad scheduled to come online in late fiscal '21. During the quarter we also drilled 14 new wells, 10 in the WDA, four in the EDA. As we approach the online date for Leidy South and the winter heating season, we expect to accelerate our completion operations and we plan to delay turning in line most of these new wells until early fiscal 2022, coinciding with the expected in-service date of our new capacity. With respect to capital, we are forecasting the second half of the year to be heavier due to the increased completion activity that I just mentioned. However, our capital guidance range is unchanged. We also continue to see the benefits of our increased scale with cash operating expenses dropping to $1.09 per Mcfe, a 14% decrease from the prior year. Of note, we have realized a significant decrease in per unit G&A expense, dropping roughly 25% over the past year, driven by our acquisition and ongoing development in Appalachia. As to service costs, we have experienced limited cost inflation over the past few months, mostly in tubulars, and at this point we do not anticipate meaningful increases into 2022 based on conversations with our contractors and suppliers. In addition, we continue to make strides in improving our operational efficiencies, particularly in Tioga County, where our operations team has cut Utica drilling time by 25% compared to our last Tract 007 Pad. Given our significant inventory of highly economic development locations in Tioga County and long-term development plans, we expect to realize the benefits of these efficiencies for years to come. On the marketing front, although pricing has been relatively volatile, Seneca is very well hedged for the balance of the fiscal year with 88% of our East Division gas production locked in physically and financially. We also have firm sales providing basis protection. So all in, about 95% of our forecasted gas production is already sold. That leaves a relatively small amount of production, less than 10 Bcf, exposed to in-basin spot pricing. I also want to point out a recent project our sister company NFG Midstream completed tying together the Covington Gathering System with the recently acquired Tioga Gathering System. This has significantly increased Seneca's flexibility to move more gas to premium Dominion and Empire markets versus the weaker TGP 300 Zone 4 market. It's another great example of the significant value we can capture as an integrated business. As we look a bit further out, we have maintained our disciplined approach to hedging and already have 188 Bcf of fixed price firm sales, NYMEX swaps and costless collars in place for fiscal 2022. This provides Seneca with downside protection, that leaves the potential to generate significant additional free cash flow should prices move up. Overall, we remain constructive on long-term natural gas prices with LNG exports near all time highs, Mexico exports near all time highs, and storage levels below both last year and five-year inventories. We expect these factors, together with continued capital discipline by producers, to lead to further strengthening of the natural gas script in 2023 and beyond. As Dave mentioned, FM100 and Leidy South both remain on track for a late calendar 2021 in-service date. And once complete, we will provide a valuable, long-term outlet for Seneca's production from each of its core development areas. This additional capacity sets us up for further production growth throughout fiscal 2022. Thereafter, absent the ability to enter into additional long-term firm sales or firm capacity that would result in strong realized prices, Seneca expects to shift into a maintenance to low-growth production mode. Our focus will continue to be on generating significant free cash flow, especially when combined with the cash flows of the Company's wholly owned gathering assets. Moving to the regulatory front. While there has been some recent pronouncements in California related to oil production and extraction, I think it's important to note that Seneca's California operations do not utilize fracking. And thus while we are closely monitoring the regulatory and legislative landscape, we do not expect any significant impact to our operations based on these recent developments. As has long been the case, California can be a challenging regulatory place to conduct business. However, we have been able to successfully navigate a changing regulatory environment while generating strong returns on our oil-producing assets and anticipate that to remain the case. We expect our annual capital levels in California will be in the $10 million to $20 million range over the next few years absent further increases in the longer-term oil strip. Additionally Seneca continues to look for opportunities to invest in solar facilities in California to power our production operations and to reduce our carbon footprint. At present, we have solar facilities already online at our North Midway Sunset field and at our Bakersfield office. And we are constructing another facility in South Midway Sunset which will provide about 30% of our field electricity use. And with our Appalachian natural gas operations centered on what most would consider to be the lowest emitting shale basin in the US, we are well positioned to be an upstream leader in ESG. National Fuel's second quarter GAAP earnings were $1.23 per share. When you back out items impacting comparability, principally related to the premium paid for the early redemption of our $500 million December '21 maturity, our operating results were $1.34 per share, a significant increase over last year. David and Justin already hit on the high-level drivers. So I'll focus on a few other details from the quarter and discuss our outlook for the remainder of the year. First, as I alluded to, we were active in the capital markets a few months ago. In February, we issued $500 million of 2.95% 10-year notes, the proceeds from which were used to fund the early redemption of our $500 million, 4.9% coupon December '21 maturity. That transaction was very well received by the market with our order book reaching more than eight times oversubscribed. That level of demand allowed us to achieve our lowest ever coupon for 10-year notes. Treasuries have moved materially higher since then. So overall, this looks like a great transaction for us. With our next maturity not until early 2023, we have a nice window where we don't need to be active in the capital markets. Combining this with our $1 billion in short-term committed credit facilities and our expectation on meaningful future cash flow generation, we're in a great spot from a liquidity position. While this debt issuance will translate into $2.5 million of interest savings per quarter going forward, the fiscal 2021 impact is somewhat muted by the overlapping period during the second quarter where both the redeemed notes and the new issue were on our balance sheet. Before turning to our outlook for the remainder of the year, just a brief update on customer payment trends in the Utility. As we stated from the beginning of the pandemic more than a year-ago, we expected the biggest headwind on customer payment trends to occur as we got through the winter heating season. Over the past few months, we have seen a modest increase from historic levels of customer non-payment. As a result, we have continued to accrue incremental bad debt expense and intend to do so for the remainder of the year. At this point, we believe that additional reserve will be adequate to handle potential collection challenges we may face in the coming quarters. As it relates to the rest of the year, based on our strong second quarter results, we've increased our earnings guidance to a range of $3.85 to $4.05 per share, up $0.15 at the midpoint. Given we are now more than halfway through the year, we continue to refine our guidance assumptions. At our regulated companies, consistent with our earlier guidance, we anticipate O&M expense to be up approximately 4% in both our Utility and Pipeline and Storage segments. In the Utility, as I mentioned earlier, we are projecting a more conservative expense assumption as it relates to our bad debt reserve that is being largely offset by ongoing expense savings as we remain focused on keeping our cost structure low. In the Pipeline and Storage business, the bulk of the year-over-year increase is back-loaded in the second half of the fiscal year. For our non-regulated businesses, we now expect Seneca's full year LOE to range between $0.82 and $0.84 per Mcfe, a $0.01 lower at the midpoint of our revised guidance range. While our LOE-rate was lower than this for the first half of the year, as we look to the balance of the fiscal year, we expect to see slightly higher LOE due to the increased levels of maintenance over the spring and summer months. On the gathering side of our business costs were in line with prior expectations and we still anticipate O&M to be in line with our earlier $0.09 per Mcf guidance. Lastly, on the expense side of the equation, similar to a couple of our other assumptions, we'd expect Seneca's per unit DD&A to increase in the second half of the year relative to the first two quarters. We had some positive revisions to our reserve bookings in the quarter that had the effect of reducing DD&A expense. As we look to the back half of the year and beyond, we would expect that DD&A trends closer to the low $0.60 per Mcfe area. With respect to consolidated capital spending, All of our segment ranges remain the same and we are still projecting between $720 million and $830 million for the fiscal year. There hasn't been any other material changes from a cash flow perspective. And as a result we expect to live within cash flows this year when you consider the proceeds of our timber sale and our expected dividend payments. We are well hedged for the remainder of the year. So, any changes in commodity prices should have a muted impact on earnings and cash flows. In closing, we had a solid first half of the year and are optimistic about the direction we're heading. ","compname posts q2 earnings per share of $1.23. q2 gaap earnings per share $1.23. qtrly adjusted operating results of $123.2 million, or $1.34 per share. increasing its fiscal 2021 earnings guidance to a range of $3.85 to $4.05 per share. " "Investors are urged to carefully review various disclosures made by NHI and its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Form 10-Q for the quarter ended March 31, 2020. sec.gov or on NHI's website at www. First and foremost, we are deeply grateful to all the front-line heroes that are tirelessly combating COVID-19 every day, despite the great risk to themselves and their families. At NHI, we have long admired the senior housing and skilled nursing organizations and their staff that go to great lengths to keep our senior population safe and smiling. Never has this been truer than today. As a tribute, we have published some of our favorite caregiver and resident photos on the cover of our supplemental. I hope you'll take a look. Reputations are made during a crisis and I see operators making good decisions and taking action based on the principles they value, selflessly caring for their residents, nurturing a company culture that appreciates employees, and providing leadership and comfort to the employees and families of their residents. I believe that when history reflects back on our industry and its practices during this time, there will be operators that are hailed as heroes. That said, the challenges posed to our operators and our business by this pandemic are very real and it is difficult to say with any degree of accuracy, when we will return to a more normal operating environment. Our operators have done an admirable job in limiting the spread of COVID-19. As of May 5th, we had 192 active resident cases in 37 buildings. To put that in some perspective, NHI has over 20,000 residents being cared for in all of our properties; so, less than 1%. As our operators have implemented their protocols and taken appropriate actions to prevent or limit the spread of the virus, the result has been a significant downturn in inquiries, tours and move-ins. This is having a negative impact on occupancy. Kevin will give details on that later. On the cost side of the equation, it should not surprise anyone that our operators are spending more, particularly for labor and PPE suppliers. This is obviously pressuring our operators' margins and we are prepared to help them weather this storm, where and when necessary. In April, NHI received 99.7% of its contractual rent, and so far in May, we have collected approximately 94%, which is in line with our expectations as we typically see a portion of collections through the 15th of the month depending on underlying lease terms. As this pandemic unfolds, NHI is committed to transparency with the investment community. To that end, we have enhanced occupancy disclosure on Bickford, Holiday and Senior Living Communities, which Kevin will touch on in more detail. We were the first to detail the incident of COVID-19 in our communities and we will continue to provide weekly updates to our website as long as it is material. But given that the scope and spread of COVID-19 is so uncertain, NHI has limited visibility to the financial impact it could cause. And as a result, we are withdrawing our previously issued 2020 guidance. Regarding the dividend, our Board is committed to our dividend policy and we will consider the August dividend in mid-June. Beginning with our net income per diluted common share for the quarter ending March 31, 2020 we achieved $1.37 per share in earnings, inclusive of the gain on sale, compared to $0.83 per share for the same period in 2019. Turning to our three FFO performance metrics for the first quarter, NAREIT FFO increased 3.1% to $1.35, normalized FFO increased 3.8% to $1.36 and adjusted FFO or AFFO increased 5.7% to $1.29. Cash NOI is the metric we use to measure our performance. We define cash NOI as GAAP revenue excluding straight-line rent, excluding escrow funds received from tenants, and excluding lease incentive and commitment fee amortizations. For the quarter ending March 31, cash NOI increased 9.2% to $76.3 million compared to $69.8 million in the prior year. Our increase in first quarter 2020 cash NOI was reflective of our organic NOI growth from lease escalators and the effects from our post-Q1 2019 investments including the recent Timber Ridge joint venture investment, as well as the continued fulfillment of our commitments. A reconciliation of cash NOI can be found on Page 17 of our Q1 2020 SEC filed supplement. G&A expense for the 2020 first quarter increased 7.4% over the prior first quarter to $4.3 million. The increase in G&A was spread across several areas, including the expansion of our asset management team, other payroll expense increases and expenses associated with a higher use of outside consultants. Turning to the balance sheet, we ended the quarter with $1.55 billion in total debt, of which a little over 90% was unsecured. At March 31, we had $142 million of capacity on our $550 million revolver. NHI also had $46 million in cash, resulting in a net debt of $1.5 billion or $67.6 million [Phonetic] higher than our net debt at December 31. This increase was largely due to the Timber Ridge acquisition, which closed at the end of January. At quarter end, we also had approximately $24.2 million in restricted 1031 account, not included in our cash equivalents, but recorded in other assets, which originated from the sale of eight Brookdale properties in January. Our debt capital metrics for the quarter ending March 31, were net debt to annualized EBITDA of 4.7 times, which is unchanged from the fourth quarter, weighted average debt maturity of 3.7 years and our fixed charge coverage ratio at 5.8 times compared to 5.7 times in the fourth quarter of 2019. For the quarter ending March 31, our weighted average cost of debt was 3.3%. Stock combined markets over the last month are not where we'd like them to be. However, during the first quarter, we filed a new automatic shelf registration and refreshed our ATM program, giving us $500 million in new ATM capacity. Together, our investment-grade credit ratings, including a recently affirmed stable outlook from Fitch, our new shelf also includes an indenture, which positions us during [Phonetic] a novel public debt offering when market conditions improve. While currently very expensive, we do consider the public equity and debt markets is open to us and another source of liquidity. David brings 23 years of accounting experience to NHI with his recent CAO roles at MedEquities Realty Trust and Healthcare Reality Trust and through his experiences as Audit Senior Manager at Ernst & Young. We have been updating active resident cases in our communities on a weekly basis, but I wanted to add a little more context. As Eric mentioned, we had 37 buildings with one or more active resident cases, including 20 senior housing properties and 17 SNFs. Within the 20 senior housing properties, 14 were need-driven properties and six were discretionary properties. 37 properties span 13 unique operators in 18 different states. We had a total of 192 active resident cases, which included 97 cases in our SNFs, 40 cases in the skilled nursing wings at our CCRCs and senior living campuses, and 55 cases at our senior housing properties. We are in constant contact with our operating partners and are confident they are following their own infectious disease protocols and are acting in accordance with CDC guidelines, state health agency regulation and in some case, more so. Overall, we have been very pleased and grateful for the efforts of our operators to prevent or limit the spread of COVID-19 in their communities. The relatively low incidence is not surprising to us and is really a testament to our operators, whose mission is to keep our senior population safe. Regarding the CARES Act, several of our operators -- of our senior housing operators have been approved for have received funds from the Paycheck Protection Program. As it turns out, the triple net lease structure is beneficial when applying for these loans. Our SNF operators are also benefiting from the CARES Act. Payments from the Provider Relief Fund averaging approximately $150,000 per building, the 2% Medicare sequestration suspension and the 6.2% increase in the FMAP help improve near-term liquidity for the SNFs. Turning to collections, April collections were 99.7%, and so far in May, we have collected approximately 94%, which is in line with our expectations as we typically see a portion of collections through the 15th of the month depending on the underlying lease terms. At this point, nobody is past due. We speak frequently with our operators and are working to creatively find solutions that benefit them at this unprecedented time and that makes sense for our shareholders. We do have credit enhancements in our leases with many of our senior housing operators, which total approximately $38.7 million in cash in addition to guarantees and we have excellent credit from our SNF operators. Turning to the performance of our different asset classes and larger operators, our needs-driven senior housing operators were early to act to this pandemic and have limited the spread of the virus so far. As of our last weekly update, 14 assisted living and senior living campuses had active resident cases with most of the communities limited to less than five cases per community. Bickford, which represents 17% of our annualized cash revenue, has seen a slight downtick in their move-out rates, but like much of the industry, their lead volume and tours were down more than 40%, which impacts the rate of new move-ins and occupancy. Bickford's average occupancy on a same community basis was 87.3% in the first quarter and 86.6% for March. Occupancy further declined in April by 130 basis points to 85.3%. Our entrance fee communities have fared somewhat better as the resident turnover is much lower and the residents tend to be younger and healthier relative to other property types. But they are not immune to the impact of COVID-19 and we have had four entrance fee communities with active resident cases as of our last weekly update, though like assisted living, the number of cases per community is limited. Senior living communities, which represents 16% of our revenue had first quarter average occupancy of 80.4%, which ticked up slightly to 80.6% in March, but dropped to 79% in April as multiple entrance fee sales have been delayed due to the pandemic. Our independent living communities have experienced a similar decline in leads, tours and move-ins as our assisted living operators. The incidence of COVID-19 is relatively low in independent living and we had only two properties with active resident cases as of the last update. Holiday Retirement, which represents 11% of our annualized cash revenue, had an average occupancy of 87.3% in the first quarter and 86.7% in March. The April average occupancy declined by 170 basis points to 85%. Bickford, SLC and Holiday represent approximately 56% of our senior housing units. On a combined basis, those three saw average occupancy decline by 150 basis points from March to April, which is a good proxy for the rest of the senior housing portfolio. The skilled nursing portfolio, which represents 26% of our annualized cash revenue is anchored by two excellent credits in NHC and The Ensign Group. As of our last weekly update, 17 of our 78 SNFs had active resident cases. We have seen more instances of outbreaks in some of our SNFs, which is expected given the higher acuity patient population and the more frequent contact caregivers have with the patients and residents. Given the short average length of stay for Medicare patients and the temporary stay on elective procedures, SNF occupancies have generally declined by more than what we are seeing in senior housing. However, there is more government financial support for the SNF industry. NHC, which accounts for 12% of annualized cash revenue, has received funds from the Provider Relief Fund. The company also expects to gain liquidity through the Medicare Accelerated Payment Program, the Medicare sequestration suspension, the payroll tax deferral and supplemental Medicaid payments. Overall, we feel very comfortable with the credit in our SNF portfolio. The pace of deals have stalled and everything indicates that this will continue for the next several months as true price discovery is near impossible to determine right now. Our focus for the more immediate future is to continue funding existing commitments and extreme asset management by creatively providing guidance and assistance to our operators, if needed. For the longer term, we continue to have conversations with existing and new operators and expect that our pipeline will be ready to support significant external growth when some normalcy returns to the market. I do want to express my gratitude and admiration for all of our operators and the front-line heroes that accomplished truly amazing acts of courage and their residents and patients every day. With that, I'll hand the call back over to Eric. Looking internally, you should know that NHI's management team and Board have deep experience managing during times of crisis. I believe our balance sheet and liquidity, together with strong lender and market relationships, puts us on firm footing. ","compname posts q1 earnings per share of $1.37. compname says q1 2020 gaap net income attributable to common stockholders of $1.37 per diluted common share - sec filing. qtrly affo of $1.29 per diluted common share. withdrawing its full year 2020 guidance. " "Investors are urged to carefully review various disclosures made by NHI and its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Form 10-Q for the quarter ended September 30, 2020. We hope that everyone is staying healthy and positive in these most interesting of times. I want to express my deep gratitude and admiration to all our operating partners and their heroic employees that knowingly put themselves in harm's way every day as they work to care for our country's most vulnerable population. To date, our operators have held up relatively well, as occupancy declines generally slowed in the third quarter aided by a pickup in move-ins and the leveling-off of COVID-related expenses. We collected nearly 97% of rents in the quarter and nearly 98% in October. In the third quarter and for the year to date, we reported AFFO per share growth of 1.5% and 4.5% respectively. It should also be noted that we were tracking on the lower end of the range for the first nine months of 2020 in terms of our numbers, formerly known as guidance. We think this is a testament to the stability of the triple-net lease strategy, the needs-driven nature of the properties we invest in, as well as the underlying strength of our operating partners. Depending on the timing and effectiveness of the vaccine, we expect the impact of the pandemic to be more uneven across our property types, as winter approaches. Thus far, our entrance fee communities and skilled nursing properties, which together generate over 50% of our revenue, have been quite resilient. However, our freestanding assisted living memory care and independent living operators are experiencing greater challenges, as COVID cases are spiking in many parts of the country, which is slowing the pace of move-ins while move-outs are accelerating in what is typically a seasonally weak period. We are very encouraged that the HHS has included assisted living operators as eligible participants in the Provider Relief Fund, which will help with the financial hardships inflicted by the pandemic. While we are hopeful that more federal assistance is on the way, we cannot solely rely on this to resolve all the issues. This includes deferring up to $3 million of November rent. They have additional deferrals of $750,000 available for each of December and January, all of which if exercised will accrue interest at an 8% rate with repayment expected over 12 months beginning in June 2021. We are also continuing to work with prospective lenders and Bickford on the previously disclosed sale of nine properties, which we estimate will improve Bickford's annual cash flow by approximately $3 million. Bickford has applied for grants under Phase 2 and 3 of the Provider Relief Fund, which we expect that they will receive before year-end, which will also improve their financial position. These measures will improve Bickford financially and create a long-term solution, but we will continue to work with them closely over the coming months and take further measures if needed. As the pandemic unfolded, we expected that there would be deferrals as we head into 2021. We have other tools at our disposal as well, including the use of deposits and other reserves and some personal and corporate guarantees. We are willing on a tenant-by-tenant basis to help our operators bridge the gap to a more stable operating environment within certain commercial norms. That said, we believe these challenges presented are temporary. So, we're hesitant to make longer-term decisions that would have a more permanent impact on our future cash flow. While we certainly did not anticipate the pandemic, our Board and senior management have been disciplined in adhering to our conservative financial metrics, which puts us in a strong position to weather this storm and to take advantage of growth opportunities as they emerge. Our big picture outlook has not changed. We continue to see tremendous opportunities for growth in senior housing and skilled nursing real estate and will be opportunistic with our capital deployment to help drive shareholder value. During the third quarter, we began to experience more direct financial impacts due to the pandemic. As we position the Company for the pandemic's future unknowns, we continue to be proactive and not over-reactive to the crisis, which we believe is resulting in solid and even surprisingly strong financial performance. While we cannot remove all the uncertainty that we will continue to experience for the next few quarters, we are confident that we have the strategy, operator quality and financial tools necessary to transition through this period. Beginning with our net income per diluted common share. For the quarter ending September 30, 2020, we achieved $0.95 per share in earnings. That compares to $0.97 per share for the same period in 2019. For the nine months ending September, we achieved $3.31 per share in earnings compared to $2.72 per share for the same period in 2019, which is reflective of the gains we recorded during 2020 for real estate dispositions. For our three FFO performance metrics per diluted common share for the third quarter compared to the prior year quarter, NAREIT FFO and normalized FFO were both flat at $1.42 and adjusted FFO increased 1.5% to $1.34 per share. Cash NOI is the metric we use to measure our performance. A reconciliation to NHI's cash NOI can be found on Page 18 of our Q3 2020 SEC filed supplemental. For the quarter ending September 30, cash NOI increased 1.2% to $75.3 million compared to $74.4 million in the prior year period. However, reflecting Q3 rent deferrals, cash NOI was down 2.8% sequentially from the second quarter. While our triple-net strategy continues to mitigate the cash NOI effects from COVID, and more importantly, our operators continue to soundly execute on our infectious control protocols, as Eric just mentioned, a subset of our senior housing portfolio experienced more pronounced COVID occupancy declines in the third quarter than what we saw over the summer. As a result, today, we're announcing additional rent deferrals for Bickford, which together with other previously announced rent deferrals, will impact cash NOI growth by up to approximately $5.5 million over the next two quarters or approximately 3.5% of our trailing six-month cash NOI before deferrals. As we negotiate rent deferrals, we are seeking to accomplish two outcomes. The first outcome is to provide our operators the confidence that we are committed to their success and the care of their residents. And the second outcome is to equitably structure the deferrals on behalf of the best interest of our stockholders. We cannot predict the continuing impact the pandemic will have on our operators for the next few quarters. However, between our operators' exceptional capabilities, additional federal support and our other cash sources that we can make available to our operators under our leases such as deposits and escrows, we do continue to be confident that any additional occupancy loss or coverage decline will not necessarily translate into additional dollar-for-dollar rent deferrals. Turning to the balance sheet. Our debt capital metrics for the quarter ending September 30 were our net debt to annualized EBITDA at 4.8 times, weighted average debt maturity at 2.9 years and our fixed charge coverage ratio at 6.3 times. We ended the quarter with $1.53 billion in total debt, of which 91% was unsecured. For the quarter ended September 30, the weighted average cost of debt was 2.96%. At the beginning of the third quarter, we added liquidity to the balance sheet through a new $100 million one-year -- with one-year option to extend term loan. Loan carries a variable interest at a rate of LIBOR plus 185 basis points with a 50 basis point LIBOR floor. At October 31, we had $252 million in availability under our $550 million revolver and $38.2 million in unrestricted cash. In addition, during the third quarter, we sold 79,155 shares in NHI's stock through our ATM program at an average price of $65.35 per share, raising approximately $4.8 million in net proceeds. We have approximately $495 million capacity remaining under our ATM program, which was filed together with our shelf in February of this year. I'm pleased to also announce that last Thursday, we received an investment-grade Baa3 rating from Moody's. Our three [Phonetic] investment-grade ratings now position us to begin exploring public debt and begin a regular program for managing our maturities moving forward. In mid-September, we declared our third quarterly -- quarter dividend of $1.1025, which was just funded November 6. I'm pleased to report to you that we continue to pay our dividend with an AFFO payout ratio in the low-80% range without significant further cash flow burdens from routine capital expenditures. The pandemic continues to keep us mindful toward meeting both our financial and dividend policies. Our Board is committed to our financial policies, including our commitment to maintain our leverage between 4 times and 5 times net debt to EBITDA. So, we're very pleased to date, we've been able to balance our dividends, our leverage ratios and our commitments to our operators. Our management team will continue to work hard to continue this track record moving forward toward the conclusion of this crisis. Starting with an update on the COVID. Active resident cases peaked in late July at 483 cases across our portfolio and then trended down to 161 cases in early October. In our last two updates, cases have started to climb again, and we're at 367 active resident cases across 81 communities. The active cases represent about 1.5% of our unit capacity. Nearly 75% of the cases are in our SNFs, some of which are actively admitting COVID patients. On the senior housing side, our operators continue to limit the spread as active resident cases per community was at 2.4 last week, which matches the average since we started reporting the data in mid-March. We think this firmly demonstrates the value proposition of seniors housing whose mission it is to keep the senior population safe. We received 96.6% of our third quarter contractual rent and 97.8% of October rent. We expect to provide a November update mid-month, which will obviously be impacted by the Bickford deferral that Eric discussed. In addition to the Bickford deferral, we agreed to defer or abate approximately $570,000 of rents for the remainder of 2020, with another tenant that will also grant that tenant the option to defer approximately $450,000 of rents related to the first quarter of 2021. Any deferred rent payments will accrue interest from the date of the deferral until paid in full and are due no later than December 31, 2022. We do have credit enhancements in our leases with many of our senior housing operators, which totaled approximately $37.1 million in cash or letters of credit in addition to guarantees, and we have excellent credit from our SNF operators. Turning to the performance of our different asset classes and larger operators. Our needs-driven senior housing operators, which account for 32% of our annualized cash revenue, were hit hard at the onset of the crisis, but did level-off through the second and third quarters as move-in activity picked up enough to slow the pace of occupancy losses. As Eric mentioned, assisted living operators are now included as eligible providers beginning with Phase 2 of the Provider Relief Fund, which equates to approximately 2% of 2019 revenue, which most of our operators have or expect to receive. Phase 3 applications were due by November 6. So, we should know more about those distributions soon. These funds are much needed and help shorten the gap to a more normal operating environment. Bickford, our largest assisted living operator representing 15% of annualized cash revenue, experienced an 80 basis point sequential decline in third quarter average occupancy, which compared to 270 basis point decline in the prior quarter comparison. We talked last quarter about our cautious optimism on stabilizing trends, which largely proved out in the third quarter. However, more recently move-ins have slowed as COVID cases throughout the Midwest spiked. As described by Eric, we have taken initial steps to help improve Bickford financially, and we'll continue to inform you on any future steps if and as they occur. Our entrance fee communities, which account for nearly 25% of our annualized cash revenue, have proven to be resilient as the average length of stay at these properties ranges from six years to 10 years and the residents are often younger and healthier than what is typical in our other discretionary senior housing models. Senior living communities, which represent 16% of our cash revenue, had third quarter average occupancy of 79%, which was down just 10 basis points from the second quarter. September average occupancy was 78.9%. While SLC's entrance fee sales are down year-to-date, we are encouraged by recent developments as entrance fee sales actually increased year-over-year in both September and October, which is helping to bolster coverage. EBITDARM coverage for SLC was unchanged sequentially at 1.06 times. Our rental independent living communities, which account for 13% of our annualized cash revenue, have experienced a more pronounced and sustained occupancy decline than our needs-driven and CCRC assets. Holiday Retirement, which represents 11% of annualized cash revenue, had average occupancy of 79.6% in the third quarter, which was down 390 basis points sequentially. This followed a 380 basis point decline in the second quarter. The occupancy continued to decline throughout the quarter and September's average occupancy was 78.5%. A significant percentage of our Holiday units are located on the West Coast where limitations on visitation and residents' ability to travel outside the community are more limited, which we believe is having an outsized negative impact on occupancy. EBITDARM coverage slightly ticked down from 1.2 times to 1.18 times as of the second quarter. We do have solid credit support behind this lease, but we continue to monitor the situation closely. The skilled nursing portfolio, which represents 27% of annualized cash revenue, is anchored by two strong tenants in NHC and the Ensign Group who contributed 12% and 8% of annualized cash revenue respectively. EBITDARM coverage for the trailing 12 months ended June 30 was 2.89 times, which improved from 2.81 times reported in the prior quarter. This coverage is inclusive of funds received from the CARES Act, which seems to be working as designed as it is helping SNF operators bridge the gap to a more stable operating environment. Turning to our business development activities. We have announced $204.7 million in year-to-date investments. During the third quarter, we exercised our purchase option to acquire The Courtyard at Bellevue for $12.3 million. This is a 43-unit assisted living and memory care community in Bellevue, Wisconsin, which was opened in March 2019 and was 100% occupied upon our acquisition. The long-term triple-net lease on Bellevue replaces a $3.9 million second mortgage that we had secured in January of this year. The property is operated by 41 Management, which is a growing operating partner of ours that now includes eight properties. While there have been plenty of deals to evaluate throughout the year, we characterize the pipeline as more actionable today than in recent past quarters. With our balance sheet in good shape, we are looking at deals that run the gamut, including triple-net leases with existing and new operators, as well as opportunities in short-term higher yielding products like mezzanine debt and development financing. We are encouraged by the depth of the current pipeline, as we expect we will have plenty of capital to recycle in the next 12 months from sources, including the previously mentioned Bickford portfolio sale, loan repayments, purchase options and other select dispositions. With that, I'll hand the call back over to Eric. This year has presented unique challenges to say the least. We have managed through the crisis with few lasting scars to this point, but know that we were not out of the woods yet. That said, our strong balance sheet and liquidity and our diverse mix of operators and properties position us relatively well as we try to bridge to a more stable operating environment. ","compname posts qtrly normalized affo per diluted common share $1.34. national health investors inc - qtrly normalized affo per diluted common share was $1.34. national health investors inc - qtrly normalized ffo per diluted common share was $1.42. national health investors inc - qtrly nareit ffo per diluted common share was $1.42. " "Slides for today's call are available on nisource.com. Information concerning such risks and uncertainties is included in the MD&A and Risk Factors sections of our periodic SEC filings. Strong execution of NiSource's significant renewable energy investments continues to be the highlight of our foundation for future growth and we continue to expect that our core infrastructure programs and renewable generation investments will drive industry leading compound annual growth of 7% to 9% in diluted net operating earnings per share through 2024, growth driven by our commitments to safety, reliability, customer affordability and sustainability. As we begin to refine our outlook for longer-term growth, the preferred path from NIPSCO's 2021 Integrated Resource Plan identifies additional investment opportunities, while advancing the retirement of remaining coal-fired generation between 2026 and 2028 and it supports our plan to reduce greenhouse gas emissions 90% by 2030. Let's turn now to Slide 3 and take a closer look at our key takeaways. We are updating our guidance for 2021 to target the top end of the range of a $1.32 to a $1.36 per share in non-GAAP diluted net operating earnings or NOEPS. We are also initiating guidance for 2022 of a $1.42 to a $1.48 and that is consistent with our 5% to 7% near term growth commitment. Our long-term diluted NOEPS guidance of 7% to 9% through 2024 is now based on the expected top end of our 2021 guidance range and we reaffirm 5% to 7% growth in 2023. As I mentioned a moment ago, the preferred plan from NIPSCO's 2021 IRP, advances our plans to retire remaining coal-fired generation between 2026 and 2028 as we shift to lower cost, clean and reliable generation. Investments of up to $750 million will be required to replace retiring coal-fired generation. The NIPSCO portion of this investment will be better understood following further evaluation of the proposals we solicited associated with the IRP. Our regulatory execution progresses with a proposed order approving a settlement in Pennsylvania, a settlement filed in Kentucky and a proposed order in Maryland. In addition, we filed a gas rate case in Indiana in September. We achieved non-GAAP diluted NOEPS of $0.11 in the third quarter of 2021 versus $0.09 in 2020. Now let's look at some NiSource utilities highlights for the third quarter, starting with our gas operations on Slide 9. Columbia Gas of Ohio rate case continues to progress. Net of the trackers being rolled into base rates, the filing requests an annual revenue increase of approximately $221 million. Pending its decision next year from the Public Utilities Commission of Ohio, new rates would be effective in mid 2022. NIPSCO filed a gas rate case on September 29th requesting a revenue increase of $115 million annually. The case is focused on infrastructure modernization and providing safe, reliable service, while remaining in compliance with state and federal safety requirements. In Pennsylvania, an Administrative Law Judge issued a proposed order recommending that the Pennsylvania Public Utility Commission approved the settlement in our rate case. The settlement would increased revenue by $58.5 million with new rates effective December 29th of this year. The adjusted rates will help to continue investments in infrastructure upgrades, system reliability and maintenance enhancements. We expect the Commission's final order by mid-December. In Kentucky, we have filed a proposed settlement of our rate case. The settlement includes an overall increase in revenues of $18.6 million to support continued investments in safety and replacing aging infrastructure. Columbia Gas of Maryland received a proposed order from an administrative law judge on Friday, recommending an increase of approximately $2.56 million in revenues as compared to our request of approximately $4.8 million. We expect a final order from the Maryland Public Service Commission in December. Before we move on, I'd like to note the Columbia Gas of Ohio, our largest LDC, is ranked number 1 in the Midwest region in J.D. Power's 2021 Gas Utility Business Customer Satisfaction Study. Also congratulations to our customer experience team for the successful launch of the Columbia Gas and NIPSCO mobile apps. They are an important step forward in building our connected digital customer experience. Let's now turn to our electric operations on Slide 10. NIPSCO's electric TDSIC plan is pending before the Indiana Utility Regulatory Commission or IURC. This is a five-year $1.6 billion proposal that would replace the previous plan, which NIPSCO filed in April to terminate. The pending plan includes newly identified projects aimed at enhancing service and reliability for customers as well as some previously identified projects. The selection of the preferred path from NIPSCO's 2021 IRP is a significant milestone in our transition from coal-fired generation toward cleaner and reliable forms of generation, all of which are expected to save NIPSCO customers' approximately $4 billion over the long term. The preferred path from the 2021 IRP refines the timeline to retire coal-fired generation at the Michigan City Generating Station to between 2026 and 2028. It also calls for retirement of two vintage gas peaking units 16A and 16B, which are both located at the Schahfer Generating Station site. The most viable replacement option calls for our portfolio of resources, including incremental solar, stand-alone battery storage and natural gas peaking resources. We estimate that investments of up to $750 million will be required to support the retirements of these units. We expect to be able to quantify the NIPSCO portion of this investment opportunity in the first half of next year after further evaluating bids and the request for proposals and completing due diligence on projects, which align with the preferred path. Meanwhile, we continue to execute on the plan for retirement of remaining coal-fired generation at Schahfer. Units 14 and 15 retired as of October 1st and units 17 and 18 are on track to retire by 2023. We are making steady progress on the renewables project build out, informed by the preferred path from NIPSCO's 2018 IRP. Our partners on these projects are some of the strongest developers in the renewable energy space and we remain in close contact regarding the progress of these projects. We continue to expect to invest approximately $2 billion in renewable generation by 2023 to replace the retiring capacity at Schahfer. As part of the execution of this plan, construction continues on the Indiana Crossroads I wind project, which is on track to become operational in the fourth quarter of this year. Construction has also started on a pair of solar projects Dunns Bridge Solar I is being constructed by a subsidiary of NextEra Energy Resources under a build transfer agreement. EDP Renewables North America is building the Indiana Crossroads Solar project, which will be operated as a joint venture. Both are expected to enter service next year. The IURC provided regulatory approval of the Indiana Crossroads II wind project on September 1st and with that action, all 14 renewables projects needed to replace the retiring capacity of Schahfer Generating Station, have now received approval. In addition to the slate of renewables projects we have announced, NiSource plans to evaluate hydrogen in emerging storage technologies. It's important for us to gain a risk informed understanding of the options and technologies that may emerge as pathways toward further decarbonization. Before getting into the specific results, I'd just like to highlight the solid execution and progress that now has us guiding to the top end of our 2021 guidance range of a $1.32 to a $1.36. This new 2021 expectation also serves as the starting point for both our near-term and long-term commitment. We have also initiated 2022 guidance of a $1.42 to a $1.48, which at its midpoint represents a growth rate of over 6.6% from the 2021 top end. Turning to our third quarter 2021 results on Slide 4. We had non-GAAP net operating earnings of about $47 million or $0.11 per diluted share compared to non-GAAP net operating earnings of about $36 million or $0.09 per diluted share in the third quarter of 2020. The 2021 results reflect our ongoing execution of infrastructure investments, offset somewhat by the sale of Columbia Gas of Massachusetts, which closed in October of 2020. Looking more closely at our segment three-month non-GAAP results on Slide 5, gas distribution operating earnings were about $18 million for the quarter, representing an increase of approximately $8 million versus last year. Operating revenues, net of the cost of energy and tracked expenses were down nearly $18 million due to the sale of CMA. Operating expenses also net of the cost of energy and tracked expenses were lower by about $26 million, mostly due to the CMA sale, offset slightly by higher employee-related costs and outside services spending. In our Electric segment, three-month non-GAAP operating earnings were about $130 million, which was nearly $3 million lower than the third quarter of 2020. Net of the cost of energy and tracked expenses, operating revenues decreased slightly by about $2 million due to slightly lower residential usage, offset by increased TDSIC revenues. Operating expenses net of the cost of energy and tracked expenses were nearly flat compared to 2020. Now turning to Slide 6, I'd like to briefly touch on our debt and credit profile. Our debt level as of June 30 was about $9.6 billion of which about $9.2 billion was long-term debt. The weighted average maturity on our long-term debt was approximately 14 years and the weighted average interest rate was approximately 3.7%. At the end of the third quarter, we maintained net available liquidity of about $1.7 billion, consisting of cash and available capacity under our credit facility and other accounts receivable securitization programs. As we know, last quarter, all three major rating agencies have reaffirmed our investment grade credit ratings with stable outlooks in 2021. Taken together, this represents a solid financial foundation to continue the support for our long-term safety and infrastructure investments. As you can see on Slide 7, we've narrowed our 2021 capital investment estimate to approximately $2 billion and reiterated our 2022 capital forecast of $2.4 billion to $2.7 billion. Taking a quick look at Slide 8, which highlights our financing plan. There are no changes to our plan since April's equity unit issuance. I would highlight that this balanced financing plan continues to be consistent with all of our earnings growth and credit commitments. as I mentioned earlier, we have updated our 2021 earnings guidance, issued guidance for 2022 and reaffirmed our long-term growth commitments. I would also remind everyone that we're planning to provide an extension to our growth plan at an Investor Day during the first half of next year. So please stay tuned. ","q3 non-gaap operating earnings per share $0.11. now expects to achieve top end of its 2021 non-gaap diluted net operating earnings guidance of $1.32 to $1.36 per share. company also expects to make capital investments of approximately $2 billion in 2021, and $2.4 to $2.7 billion in 2022. non-gaap diluted net operating earnings per share expected to grow by 7 to 9 percent through 2024 on a compound annual growth rate basis. on track to complete installation of automated shut off valves for all low pressure gas systems by year end 2021. " "Additionally, the content of the conference call may contain time-sensitive information that is accurate only as of the date hereof. We do not undertake and specifically disclaim any obligation to update or revise this information. As a reminder, Annaly routinely posts important information for investors on the company's website at www. Please note, today's event is being recorded. Today, I'd like to highlight a number of current corporate initiatives, provide an update on the market and discuss portfolio activity across our core businesses during the quarter, and finally, provide our outlook for the balance of the year, and then I'll hand it off to Serena to discuss the financials. Of note, while last quarter, each of our credit leaders providing an in-depth look at their respective markets and portfolios to be efficient. I'll provide those updates today. But as Purvi noted, each of our business heads are here as well to join in Q&A. Now, to begin with, I wanted to touch on a few strategic and corporate actions we've taken as of late. At quarter end, we closed our previously announced internalization transaction, which marks a significant step in the series of measures and only is implemented as an industry leader from a governance standpoint. As an internally managed REIT, we look forward to demonstrating increased transparency and alignment with our shareholders, who will benefit from our ability to be more nimble in the way we do business in order to generate long-term value. We also announced two leadership changes, Steve Campbell was appointed as chief operating officer, and Glenn Botek will retire from his role as senior advisor at the end of August, while remaining a director on our board. As COO, Steve will expand on the work he has been doing as head of business operations and work closely with the executive team to help oversee Annaly's overall operations and risk management functions. Additionally, during the second quarter, we utilized our share buyback program and have now repurchased 175 million in common stock year to date. This underscores our belief that the stock is undervalued relative to our book value and affirms our support of the value of our stock through the various capital allocation tools we have on hand. These initiatives are a testament to our focus on driving shareholder value ensuring that the firm as a whole, our structure, as well as our portfolio is positioned to continue outperforming as our second-quarter results demonstrate. Following one of the most challenging and unforeseen operating environments and Annaly's history, we were pleased with our performance during the second quarter. We delivered an economic return of nearly 15% and achieved core earnings well in excess of our rightsized dividend. Our measured approach to weathering the crisis served us well, and we feel very good about our positioning as the recovery progresses, as I'll get into in more detail. So the economic slowdown brought on by the pandemic has obviously created considerable uncertainty, and this is a different kind of recession than that which we have experienced in the past, given the unprecedented speed and magnitude of the downturn. Social distancing and mandated shutdowns to damage certain sectors of the economy and the corresponding impact on the labor market has been substantial. demonstrates the fragile nature of the recovery. Nevertheless, financial conditions have improved considerably. The market dysfunction that occurred amid the initial COVID outbreak in the U.S. has dissipated, and we have seen significant improvement in liquidity and asset pricing. This is in large part due to the ongoing decisive actions taken by the Federal Reserve, which have been successful in restoring markets and easing credit strains. Liquidity tools have sufficiently supported funding markets. The credit facilities have opened channels to credit for businesses, households and local governments, the temporary adjustments to regulations have somewhat encouraged bank lending, and most impactful to Annaly's portfolio, the asset purchases have supported the smooth functioning of treasury and agency markets. Now, turning specifically to the agency market. The Fed's purchased an upwards of 850 billion MBS in just over four months has dramatically altered the supply and demand picture for the sector. After a pace of purchases at the height of the volatility that reached nearly 50 billion per day to help stabilize the sector, the Fed has transitioned to a steady run rate of 40 billion per month, net of portfolio runoff, which on a gross basis, equates to roughly 40% current agency issuance. Fed is largely taking delivery of the most negatively convexed MBS, which has resulted in a shift to the TBA deliverable across production coupons to more newly originated pools and as a result, nominal carry on production coupon TBAs has improved dramatically, thereby adding to returns for TBA holders. Given this dynamic, we increased our TBA position in the quarter and gravitated further down in coupon. The lower coupon holdings are predominantly in TBAs and higher coupons are concentrated in specified pools in light of the meaningful elevation and prepayment speeds in this environment. While our portfolio speeds did experience an increase on the quarter, prepays on our overall portfolio were notably lower than the GSE universe, which paid roughly eight CPR faster despite the higher average coupon of our portfolio relative to universe. And with respect to our hedges, we added to our swap portfolio, primarily in the front end, the short-term swaps with pay rates close to 0%, provide an attractive hedge to our financing. This reduced our pay rate, as well as shortened the maturity of our swap portfolio. We further reduced the LIBOR footprint of our hedge portfolio with our swap book now 80% in OIS and we reinitiated our treasury future short position that was unwound in the first quarter. We also continue to take advantage of the attractive low levels of volatility to answer the tail risk of a sharp rise in rates in the long end of the yield curve, and as such, we replaced much of our legacy swaption position with additional out of the money payer swaptions. Shifting to residential credit, the sector saw significantly more activity as market dynamics began to improve following the crisis. The housing market remains strong given long-term positive fundamentals, which we believe will help the ultimate recovery. We're experiencing a meaningful imbalance between supply and demand as the cyclically low number of housing units meets continued strong household formations. An anecdotal evidence suggests that pandemic disruptions have had limited impact on the home buying and refinancing processes. Non-agency securities across legacy, CRT, Jumbo 2.0 and non-QM have seen substantial recovery. Improvement signals that the market currently believes that the majority of forbearance cases, which have stabilized over the past couple of months, will ultimately be resolved. However, non-agency lending has been somewhat slow to redevelop as credit standards have tightened relative to pre-pandemic underwriting and mortgage originators tend to be focused more on agency originations in light of fewer frictions in a wide primary secondary spread. Our residential portfolio was roughly unchanged quarter over quarter at 2.6 billion as modest purchases and mark-to-market increases largely offset sales and portfolio runoff. Securitization market started to show signs of life in mid-May, and we issued nearly 500 million of expanded prime securities earlier this month, subsequent to quarter end. Aggregate issuance under our OBX shelf has now reached 4.5 billion across 11 transactions since 2018. As I mentioned last quarter, we expect to see more growth in this segment as markets continue to normalize, and we are encouraged by the steady pace of securitization activity to support our asset generation strategy. In the commercial sector, we are slowly beginning to see activity pick up, but volumes do remain somewhat muted. June, however, did bring about an increase in new refinancing requests with some new acquisition activity at post-COVID purchase prices. And simultaneously, we have seen a significant number of warehouse providers begin to close new loans, although pricing levels have been reset higher. Cross sectors within commercial, the operating fundamentals remain challenged in hospitality as the average national occupancy rate hovers around 40%. And in retail, the prolonged shutdown and increasing number of retailer bankruptcies is continuing to weigh on that sector. On a more positive note, multifamily remains strong throughout the quarter as the latest data indicates over 90% of renters made a full or partial rent payment as of June. And in the office sector, although new leasing has slowed significantly, office REITs have reported strong rent collections above 90% throughout the back end of the second quarter. With respect to our CRE portfolio, specifically, total assets at quarter end of 2.5 billion represented a slight decrease, while economic interest remained essentially flat. The decline in portfolio size was driven by approximately 53 million in loan payoffs, as well as securities sales. On the financing side, our weighted average cost of borrowing decreased by roughly 60 basis points to 2.7%, driven largely by a reduction in LIBOR given Fed cuts. Overall, we feel good about the conservative positioning of the portfolio across sectors and the strength of our relationships with best-in-class sponsors and operating partners to mitigate any further disruption. Shifting to middle market lending, activity has also picked up as of late as spreads have tightened and sponsors have refinanced transactions that have exhibited improving underlying leverage profiles. New deal activity is primarily relegated to more broadly syndicated loans. However, for context, first lien executions on larger transactions have tightened 75 to 100 basis points over the past quarter. While traditional middle market has shown less movement in pricing. Unit tranches and second lien loans within middle market are experiencing more notable price discovery than its larger market brethren, and we expect these gaps to remain as traditional middle market participants grapple with their portfolios. Consistent with our communication last quarter, we continue to speak actively with sponsors, borrowers and agents to closely monitor performance. Despite the challenging environment, we are pleased with how the portfolio has performed during the period, ending the quarter essentially unchanged at 2.2 billion in assets. As we gain further clarity around the long-term implications of COVID, we are reassured by the stable and defensive nature of our portfolio and remain confident in its ability to withstand prolonged bounce and market volatility. We believe our focused industry-specific positioning within nondiscretionary defensive and mission-critical names will generate the outperformance versus peers that will further differentiate our brand in the sector. In fact, some of our industry concentrations have materially benefited from the current environment. For example, government mandates at all levels have created an even greater dependency on technology while also driving demand and behavior in ways that is made once boring annuity businesses into growth sectors. Portfolio construct has been protected against broader sectors that have witnessed demand destruction and we maintain meaningful exposure where pockets of spend remain resilient. Now, additional note with respect to our direct lending portfolios, we have taken what we believe to be a very conservative approach regarding reserves and CECL adjustments, which Serena will discuss in further detail. And finally, shifting to our outlook. As we think about our capital allocation out of the horizon, we've been focused on preserving flexibility, given uncertainty in the greater economy related to the COVID shutdown. We maintain the view that the agency sector represents the most attractive investment opportunity currently, while also providing strong liquidity. We have entered a more normalized environment with Fed action serving as a key driver. MBS spreads have retraced much of the widening experienced in March. We do remain positive on the sector, given ample funding availability at low rates, subdued rate volatility and a complete reversal of an inferior technical backdrop that characterized the sector at the outset of this year. While our allocation agency may increase modestly, we do continue to evaluate opportunities to deploy capital across our three credit businesses. And we are beginning to develop a better lens into how each credit sector is evolving, and we expect to shift to a more offensive posture in the coming months as we gain more clarity on the economic and real estate landscape. We were certainly careful to take prudent steps during the early phase of the market recovery to ensure we are well positioned to capitalize on the opportunities that are sure to arise. And as part of our preparation, we have chosen to be conservative with our leverage, as well as our dividend. Our goal has been to maintain optimal liquidity thresholds and to manage the portfolio within conservative risk parameters to produce the highest level of quality earnings in this smart environment. Consequently, we reduced leverage during the quarter from 6.8 to 6.4 times and made the prudent decision to set our quarterly dividend at $0.22. The dividend represents a 10.5% yield on our book value, which is in line with our historical average, while being competitive relative to our peers and various fixed income benchmarks. As I mentioned, we outearned the dividend by $0.05 this quarter, and absent another market dislocation or other unforeseen developments, we expect Q3 core earnings to also exceed the dividend. Overall, we maintain a more constructive view of the operating environment and our ability to deliver compelling returns as each of our businesses, respective sectors begins to emerge from the initial volatility and disruption caused by the pandemic. And now with that, I'll hand it over to Serena to discuss the financials. As David mentioned earlier, the stabilizing actions of the Fed, coupled with our active portfolio management, resulted in improved fair value of our agency assets and significant improvement in financial performance. Our book value per share was $8.39 for Q2, a 12% increase from Q1, and we generated core earnings per share, excluding PAA, of $0.27, a 30% increase from the prior quarter. Book value increased on GAAP net income of 856 million or $0.58 per share, which includes $0.05 related to CECL and specific reserves, and higher other comprehensive income of 721 million or $0.51 per share on improved valuations on agency MBS, resulting from lower market rates. GAAP net income improved this quarter as a result of higher GAAP net interest income of 399 million, primarily due to lower interest expense from reduced repo rates and balances, and we also experienced lower losses on our swap portfolio of $92 million. Last quarter, I noted that most of our assets and liabilities are at fair value. And that our book value decline was not a function of fourth asset sales, but rather unrealized mark-to-market losses with potential full recruitment. This point was evidenced this quarter with the improvement in fair value measures and resulting improved book value. While financial conditions have stabilized, there is still significant uncertainty around the long-term economic picture. This makes analysis regarding CECL reserves particularly challenging. As a result, we ran numerous scenarios in excess of 20 to determine the appropriate amount of CECL reserves for the quarter and ultimately booked reserves that were considerably more conservative than our base case scenario. In comparison, our base case scenario resulted in a modest release of reserves, which we felt inappropriate given the continued economic uncertainty centered around the evolving pandemic. We recorded reserves associated with our credit businesses of 68.8 million on funded commitments during the second quarter, consisting of 22 million of additional reserves during the quarter, primarily resulting from the impact of COVID-19 on our borrowers. And more general reserves related to forecasts for a deterioration in economic conditions and market values of 46.8 million. Total reserves now comprise 5.32% of our ACREG and MML loan portfolios as of June 30, 2020. As a reminder, the impairment model introduced by the new CECL standard is based on expected losses rather than incurred losses, which was the previous measurement for reserve historically. Under the standard, an entity recognizes its estimate of lifetime expected credit losses as an allowance, which the FASB believes will result in more timely recognition of such losses. And while changes in economic scenarios and asset performance in the future will impact CECL reserves in subsequent quarters. Current reserve levels should not be considered as a pervasive credit issue within the portfolio or an indication of what reserves may be recorded in the future. We have previously discussed our methodology and our thorough and thoughtful approach to CECL reserves. As always, we spent time analyzing the results of the reserve calculations and ensuring our expectations align with the quality of the portfolio and the performance of the borrowers. We continue to think it critical in the current environment to consider the adverse economic scenarios available in this process and to err on the side of conservatism, given the significant uncertainty in the economic and market value scenarios. We remain comfortable with our existing credit portfolios and the associated CECL reserves, and we'll continue to monitor specific asset performance and economic projections as we determine future reserves. The largest factor quarter over quarter to core earnings ex PAA, were lower interest expense of 186 million versus 503 million in the prior quarter. Due to lower average repo rates and balances, as well as higher TBA dollar roll over income of 96 million versus 44 million in the prior quarter. Due to higher average balances, partially offset by higher expense from the net interest component of interest rate swaps of 65 million versus 14 million in the prior quarter on higher average notional balances. As David touched on, our economic leverage declined to 6.4 times from 6.8 times quarter over quarter, which was mainly due to a decrease in repo balances of 5.4 billion and an increase in our equity base of 1.1 billion. That was partially offset by an increase in TBA contracts of 5.8 billion and an increase in net payables for investments purchased of 1.5 billion. Our treasury function is the best in the business, and their expertise and exemplary market timing was a key component that helped us weather the market dislocation last quarter and our ability to deliver strong core earnings this quarter -- additionally, as noted above, core did benefit from a reduction in financing costs with lower average repo rates down to 79 basis points from 1.77%, combined with lower average repo balances, down to 68.5 billion from $96.8 billion. And we achieved these results while opportunistically extending our repo book term, increasing our weighted average days to maturity by 50% from 48 to 74 days. Signaling from the Fed on continued low rates, combined with considerable injection of additional reserves in the financial system through repo operations and asset purchases have led to very stable funding conditions with repo markets experiencing no signs of stress through the quarter, even on pivotal month end and quarter end reporting dates. And access to repo financing remains ample. With the improved stability in the financial market, we have been an improvement in lenders appetite to finance credit assets, particularly in the residential space. In anticipation of the expiration of our FHLB membership in February of 2021, we are executing an alternate financing strategy involving committed funding facilities for our residential credit business. And as David mentioned, we maintain a strong presence in residential securitization market. Consistent with that strategy, since the beginning of the second quarter, we added 1.125 billion of capacity across two new credit facilities for our residential credit group for permanent nonrecourse financing. The portfolio generated 188 basis points of NIM, up from Q1 of 118 basis points, driven primarily by the decrease in cost of funds that I mentioned a moment ago. Annualized core return on average equity, excluding PAA, was 12.82% for the quarter in comparison to 9.27% for Q1. Our efficiency metrics changed modestly relative to Q1 being 2.01% of equity for the second quarter in comparison to 1.98%. Also, as David mentioned, our internalization transaction closed at the end of the quarter, and we anticipate generating cost savings over the long-term as we embark on being an internally managed company. Annaly ended the quarter with excellent liquidity profile with 7.9 billion of unencumbered assets, an increase of 1 billion from prior quarter, including cash and unencumbered agency MBS of 5.3 billion. And finally, the company has performed exceptionally well given the challenges faced from remote work and market uncertainty. We continue to be impressed by the resiliency of our workforce and the exemplary service that our IT infrastructure team has provided to every one of us during this time of remote work. Everyone at Annaly contributes to our success, and we are proud of the results that we have reported for the second quarter and expect to continue providing best-in-class results for our shareholders. ","q2 gaap earnings per share $0.58. core earnings (excluding paa) of $0.27 per average common share for the quarter. " "Additionally, the content of this conference call may contain time-sensitive information that is accurate only as of the date hereof. We do not undertake and specifically disclaim any obligation to update or revise this information. As a reminder, Annaly routinely posts important information for investors on the company's website, www. Please also note this event is being recorded. Today, I'll provide an update on the broader market, our capital allocation trends, including credit activity, and our outlook. Ilker Ertas, our head of securitized products will follow-up with specific commentary on our agency and hedging activity, and Serena will review our financial results. And as Sean noted, our other business heads are also present to provide additional context during Q&A. The primary themes, the dominated markets in the fourth quarter are largely consistent with our third-quarter narrative. The Fed's monetary policy accommodation provided considerable support for risk assets and contained interest rate volatility. This backdrop, coupled with active portfolio management, drove our strong performance to close out the year as we delivered an economic return of 5.1% for the quarter, ensuring a positive return for our shareholders for 2020 which is particularly notable given the historic disruption we all faced in March. Now turning to the macro environment. The yield curve bears steepened in the fourth quarter in light of optimism about the post-COVID economic recovery which outweighed the negative developments of record virus cases and the resulting lackluster economic growth to end the year. We have seen a continuation of this rate move into 2021 largely due to the results of the January runoff election and democratic control of each branch of government, leading to greater prospects' further stimulus. witnesses a meaningful recovery in labor markets and higher inflation readings. Thus, the Fed is expected to continue purchasing assets at their current pace through 2021 while forward guidance will keep the front end anchored. We do think the shift to higher longer-term rates will be gradual. Nonetheless, it remains prudent to hedge the tail risk of a spike in rates as we'll discuss shortly. Now to address how this landscape influences our positioning and capital allocation, monetary policy tailwinds maintain agency as the primary vehicle for reinvestment of portfolio runoff. And we remain comfortable with the agency market for reasons Ilker will discuss, but the continued spread tightening does leave us cautious on higher levels of leverage. Fiscal stimulus should ensure healthy consumer spending once the economy reopens more broadly and service consumption can resume which should be a constructive backdrop for credit. Our allocation to credit marginally increased to 22%, as we began the fourth quarter at the lower end of our range. And targeted opportunities, largely in residential credit and middle market lending modestly tilted the relative value equation back toward certain pockets of credit. It should be noted, however, that risk assets continue to see strong sponsorship and associated spread contraction, given liquidity in the system, and optimism for a cyclical recovery which necessitates a very disciplined approach to asset selection as our investment teams consistently employed. With respect to our residential credit business specifically, we found the unrated NPL and RPL securities sector attractive, as we discussed last quarter which drove much of the $400 million growth in our residential securities portfolio during the quarter. Within the CRT universe, we have rotated our investments up the capital structure with a focus on very short spread duration assets that have strong deleveraging profiles in light of elevated prepayment speeds. Spreads on our non-agency securities purchased in the fourth quarter have rallied over 100 basis points, given the strength of the market to date this year. Although securities remain an important part of our portfolio as they provide opportunistic relative value, we were encouraged to see volumes once again gained traction within the non-QM loan market. Our expanded prime whole loan effort continues to be a priority and we are focused on new strategic relationships to grow our sourcing capabilities which builds further optionality for us within residential finance. Turning to middle market lending. Activity picked up in the fourth quarter as liquidity reentered the sector and we were able to grow our portfolio nearly 10% to $2.2 billion. Of the nearly $400 million of gross activity in the quarter, 80% was first lien and included both new and existing borrowers. As discussed on recent earnings calls, our targeted investment strategy continues to differentiate our portfolio relative to our peers, and our middle market lending group's disciplined credit focus has proven itself out through strong fundamentals with underlying borrower LTM EBITDA, increasing by 14% on average since initial close. We continue to maintain an active dialogue with our borrowers and sponsors, and our watch list performance improved by 43% this quarter, underscoring the health of our portfolio. Our commercial real estate portfolio decreased somewhat quarter over quarter. While we were able to resume origination activity this past fall, volume did not offset the $108 million in pay downs, as well as, an opportunistic sale in our healthcare portfolio. The $150 million sale price for a portion of our skilled nursing facilities which closed in the fourth quarter, resulted in an IRR of 35% for the portfolio and then nearly 2 times equity multiple. Now shifting to the financing of our portfolio which Serena will discuss in greater detail, I would just like to note that borrowing conditions that exist today are the best we've seen during the company's two-plus decade history. The liquidity in the system has shifted the market advantage to the borrower, much more so than in past periods of monetary accommodation. It's not just the absolute low level of rates, but also the flat term structure of the repo curve which signals the persistence of an ample borrowing capacity and also affords us the ability to fund agency MBS out a year inside of a mere 20 basis points. Additionally, on the financing front, securitization markets have rebounded substantially, resulting in execution inside of pre pandemic levels. This continued momentum provides attractive nonrecourse term financing to bolster our asset generation strategy and diversify funding for our whole loan business. Now prevailing financing and securitization dynamics have made both balance sheet and structural leverage more attractive than capital structure leverage in the current environment as evidenced by our recent preferred stock redemption which was prudent from both the capital management and efficiency standpoint and follows a series of transactions since 2017 to reduce our cost of capital and preferred equity. We have differentiated ourselves from others in the REIT sector by growing capital structure leverage more slowly and maintaining a relatively stable amount of total leverage on common equity which is important as we've seen a higher portion of capital structure leverage lead to higher volatility in returns, if not well managed. Annaly is unique in that our size, expense ratio, and liquidity afford us the flexibility to manage our capital exclusively in an accretive fashion. Proactive capital management remains a priority and we renewed our common stock repurchase program authorization following $209 million in repurchases in 2020. Lastly, despite the attractiveness of balance sheet leverage and funding, we remain disciplined with respect to our overall leverage profile. We've reduced leverage in each quarter since the end of 2019 through last year and maintained leverage at 6.2 times quarter over quarter, the lowest we've had since the first quarter of 2017. We strive to deliver the highest risk-adjusted return for our shareholders and I'm confident our current risk construct is appropriate to yield book value and earnings stability going forward. Now with that, I'll hand it over to Ilker to dive deeper into our agency portfolio activity. As David mentioned, the agency portfolio had a strong quarter, supported by healthy investor demand, both low in-flight and realized interest rate volatility, and steepening yield curve. Lower coupon TBAs were the strongest performing part of the agency market as they benefited directly from Fed purchases. However, in contrast to prior episodes of QE, specified pools have also demonstrated solid performance. Given the current elevated prepayment environment, the desire for more cash flow certainty and a strong bid for longer duration mortgage assets, we are seeing the level of pay-ups which stand higher rates and steeper curve experienced over the quarter and into 2021. Apart from Fed, Agency MBS demand remains robust, led by notable appetite from commercial bank community. In the current environment, banks are seeing strong deposit growth while C&I loan growth remains muted. In fact, the loan-to-deposit ratio for the sector is the lowest we have seen in the past 50 years. With deposits continuing to rise, banks have chosen to grow their securities portfolios which directly benefits MBS valuations and strengthens the specified pool market. Looking at 2020 data, banks [Inaudible] set net bought over $1 trillion MBS in aggregate which was more than twice the available net agency supply last year. Turning to composition of our MBS portfolio. Our lower coupon holdings remain largely in TBAs while our higher coupons are predominantly improved. This barbell approach maximizes liquidity and benefits from high levels of nominal care in the dollar roll market while providing cash flow stability across diverse interest rate environments from our pools. Approximately, 86% of our pool portfolio consists of higher coupon quality specified pools which provides us with improved convexity and prepayment protection, while the remainder is mainly concentrated in seasoned pools, which are beginning to experience prepayment burnout. The value of our asset selection is evidenced by the prepayment speeds on our portfolio of just under 25 CPR or roughly 10 CPRs slower than the MBS universe over the quarter. In terms of portfolio activity, portfolio runoff was reinvested in lower coupon TBAs and we also rotated out of some of our higher coupon TBAs into specified pools. On the hedging side, we added to our treasury features and swaption positions, mostly in the 10-year part of the yield curve which benefited from the steepening in the fourth quarter. Hedging costs remain relatively inexpensive in this low rate and low volatility environment. We also want to be positioned for further rising yields under the scenario, where optimism on the economic recovery leads to higher long end interest rates in the medium-term. Given how well risk assets have performed since the second half of 2020, the agency reinvestment landscape is somewhat less attractive than earlier in the year. However, our outlook for agency MBS remains constructive due to a number of factors. First, the availability of attractive funding in the repo and dollar roll markets. David addressed the repo market. And as for rolls, as we forecasted on the last call, gross specialness has moderated somewhat with market being repopulated with new collateral beyond that, which has been delivered to Fed. We still achieved a net negative financing cost for our TBAs over the quarter and we expect current production coupon rolls will remain modestly special over the near-term. Secondly, we expect the technical backdrop of strong demand for agency MBS to persist over the course of this year given nominal carry and continued bank demand. And finally, there is a -- there is potential for improved prepayment profile, resulting from steeper yield curve and very early signs of burnout in prepayments. To expand on that point, we observed from recent data that the primary secondary spread is narrowing despite more than 75% of the universe having greater than 50 basis points of refinancing incentive. In addition, average time to refinance loans has steadily increased from 40 days this past spring to almost 60 days as of late. This suggests that [Inaudible] of easily refinanced target is decreasing for originators, requiring incremental efforts to find eligible borrowers. So for the first time since last spring, the prepayment environment may not be as big of a headwind for higher coupon MBS. As a final point, we note that we cannot look at Agency MBS in isolation. During previous QEs, other risk assets like the MBS tightening and gave private investors opportunity to rotate into these asset classes. In contrast, during the current QE, nearly all spread products tightened in line, if not more than agency MBS. As a result, we remain constructive on the outlook for agency MBS. Before I get started with the numbers, I just wanted to comment that December 2020 marks my first year with the company as CFO. Over the year, the company performed exceptionally well given the challenges we faced. Our results and performance during 2020 reinforced the reasons I was compelled to join the Annaly team which include our human capital, differentiated risk culture, and robust infrastructure built around the businesses in terms of finance, legal, technology, and other support functions. During 2020, Annaly demonstrated a 23-year old company's steadfast nature while exhibiting an adept industry leaders agility. So with that as a backdrop, today I'll provide brief financial highlights for the quarter ended December 31st, 2020 and discuss select year-to-date metrics. As David mentioned earlier, the primary drivers of performance were an extension of themes from last quarter. We took advantage of the interest rate and financing environment to generate strong results while prudently managing leverage. To set the stage with some summary information, our book value per share was $8.92 for Q4, a 2.5% increase from Q3. Book value increased on GAAP net income, partially offset by the aggregate common and preferred dividends of $344 million or $0.25 per share and other comprehensive loss of $215 million or $0.16 per share. We generated core earnings per share, excluding PAA, of $0.30, a decrease of 6% or $0.02 per share from the prior quarter. Our core earnings also represent 140% of our dividend and we saw back-to-back quarters of 13% plus of core ROE. Combining our book value performance for the $0.22 common dividend we declared during Q4, our quarterly economic return was 5.1%. We generated a full-year economic return of 1.76% and a total shareholder return of 2.43%. While down compared to prior years, we are proud of our positive 2020 return given the unprecedented market conditions we faced earlier this year. Delving deeper into the GAAP results, we generated GAAP net income of $879 million or $0.60 per common share for Q4, down from $1 billion or $0.70 per common share in the prior quarter. GAAP net income decreased primarily due to lower realized gains on investments resulting from fewer agency MBS sales in Q4 versus Q3. However, GAAP net income benefited from higher unrealized gains on interest rate swaps driven by higher rates. Additionally, we recorded higher gains on other derivatives, largely futures, offset by lower gains in fair value option loans and securities, and lower interest expense on lower average repo rate, down to 35 basis points from 44 basis points, and lower average repo balances down to $65.5 billion from $67.5 billion. Moving on now to CECL reserves. In the current quarter, we continue to see a general improvement in market sentiment and the economic models we use in this process. Total CECL and specific reserves were relatively consistent with prior quarters. We recorded an immaterial increase in reserves, primarily associated with our commercial real estate business of $1.5 million on funded commitments during Q4, driven by an increase in specific reserves, partially offset by a decrease in the general CECL reserve. Total reserves, net of charge-offs, now comprise 4.48% of our ACREG and MML loan portfolios as of December 31st, 2020, versus 4.56% as of the prior-quarter end. We remain comfortable with our existing credit portfolios and the associated CECL reserve, and we'll continue to monitor specific asset performance and economic projections as we determine future reserves. Turning back to earnings. I wanted to provide more details surrounding the most significant factors that impacted core earnings quarter over quarter. First, consistent with my commentary around GAAP drivers, interest expense of $94 million was lower than $115 million in the prior quarter due to lower average repo rates and balances. TBA dollar roll and CMBS coupon income of $99 million was lower than $114 million for the third quarter due to slightly more modest specialness in the fourth quarter. We had increased expenses related to the net interest component of interest rate swaps of $67 million relative to $63 million in the prior quarter as the swap portfolio reset to lower market receive rates and two high strike receive swaps expired. And finally, we experienced a continued improvement in G&A expenses. On the financing front, our all-in average cost of funds this quarter was 87 basis points versus 93 basis points in the preceding quarter. The fourth quarter brought the full-year average cost of funds to 1.34% versus 2.25% in the prior year. Our weighted average days to maturity are down, compared with the prior quarter at 64 days versus 72. Our Q4 weighted average days, slight reduction compared to Q3, results from the natural roll down from our longer-duration repo trades we executed in prior quarters. Our treasury group's view in the latter part of last year was that term curve would continue to flatten. What I can tell you is that we set this view based upon the Fed's forward guidance on remaining at the zero lower bound into 2023, as well as, a meaningful increase in already abundant reserves in the system in 2021 from both continued QE and a drawdown in treasury general account balances. As we've entered the new year, this view has come to fruition as one year bilateral term repo for agency MBS can be locked in, in the upper high-teens currently. Consequently, we are beginning to add duration to our repo book this quarter. Concerning credit financing, we see further improvement in repo terms for our credit securities with increasingly lower hiccups and tighter spreads. We have also renegotiated our warehouse facilities to support our direct lending businesses proactively and have realized cost savings accordingly. The portfolio generated 198 basis points of NIM, down from 205 basis points as of Q3, driven primarily by the decrease in average asset yields and reduced dollar roll income offset by the decline in the cost of funds that I mentioned a moment ago. And as a management team, we focus on providing value to our shareholders, including a keen eye on the company's expenses. Having said that, we continue to see improvements in our efficiency ratios, being 1.27% of equity for the fourth quarter in comparison to 1.32% in Q3 of 2020 and 1.62% for the full year, compared to 1.84% for the prior year. The 2020 annual opex results are within the range of expected cost savings disclosed in Q1 with our internalization transaction announcement. And I would reiterate the 1.6% to 1.75% opex target we disclosed last year as an appropriate benchmark. And to wrap things up, Annaly ended the quarter with an excellent liquidity profile with $8.7 billion of unencumbered assets, consistent with prior quarters of $8.8 billion, including cash and unencumbered agency MBS of $6.3 billion. Lastly, before we move on to Q&A, I thought I'd provide broader perspective in two areas. First, there is an abundance of metrics that underscore a growing disconnect between valuations and fundamentals. Broadly, market indices are reaching historical records and consensus calls for them to continue to rise. The S&P 500 at 40 times earnings, high-yield credit, and the proximity of all-time tight spreads and the $81 billion of SPACs raised last year as liquidity has flowed further out the portfolio balance channel. Annaly, however, continues to be a source of responsible yield in a market where it's increasingly challenging to deploy capital. As I mentioned at the outset, the fundamentals are positive for Annaly investors with a low-cost, stable financing environment, an upward sloping yield curve, low interest rate volatility, and a strong supply and demand backdrop for our assets. We've seen our book value continue to strengthen into 2021 and have outearned our dividend for the past few quarters. We are delivering a dividend yield of over 10%, in line with our historical average while the S&P 500 earnings yield of 2.5% is the lowest it's been in the past decade. Annaly represents one of few countercyclical or acyclical yield strategies that are less at risk to the pace of economic recovery. Additionally, we provide equity portfolio diversification without sacrificing returns while money market funds are zero and real treasury yields are at near-record lows. As unforeseen events will once again shift investors focused to fundamentals, balance sheet strength and earnings stability will be coveted. Now secondly, we have talked about leading with purpose this year in response to the trying societal and economic climate that marked 2020. And at Annaly, our mission is to utilize our capital to generate attractive returns and support the American homeowner. To that end, we have kept our focus on the individual needs of our borrowers and supported government policies to extend forbearance periods. We have also used our human capital to meaningfully contribute to the communities where we live and work. Through our corporate philanthropy initiatives, we have focused on partnerships with high-impact programs that seek to combat homelessness, provide food security, and advance women and underrepresented groups in the workforce. Annaly employees have volunteered their time and energy to serve vulnerable New Yorkers in their hour of need and our culture of responsible investment with respect to where we invest, both our dollars and time is something we're very proud of, and it has undoubtedly yielded considerable impact for our overall stakeholders. And with that, operator, we can open it up to Q&A. ","q4 gaap earnings per share $0.60. core earnings (excluding paa) of $0.30 per average common share for quarter. " "Given our strong start to the year, we're pleased to announce an increase in our guidance for 2021 core FFO by approximately 6% from a range of $2.55 to $2.62 per share to a range of $2.70 to $2.75 per share. Kevin will have more details on this increase in his remarks. Turning to the highlights of our first quarter financial results. Our portfolio of 3,161 freestanding single-tenant retail properties continued to perform exceedingly well. Occupancy was 98.3% at the end of the quarter, which remains above our long-term average of 98% and while our occupancy rate ticked down 20 basis points from December 31, we're seeing impressive activity in our leasing department including interest by a number of strong national tenants in some of our vacancies. We also announced collection of 97% of rents due for the first quarter as well as collection of 98% of rents due for the month of April. Our impressive collection results continue to compare very favorably to other retail real estate companies, including those with a significantly higher percentage of investment-grade tenants. The majority of the remaining uncollected rent in the first quarter was simply deferred rent that we expect to collect when the tenant's repayment obligation kicks in later this year. Notably, we only forgave 0.1% of our first quarter rents. Recently, our two largest bankruptcies were resolved in favorable fashion. Chuck E. Cheese's affirmed all 53 of our leases, in exchange for a 25% temporary base rent reduction that will expire at the end of this year and Ruby Tuesday's affirmed 26 of our 34 leases, accounting for over 80% of our annual rent from Ruby Tuesday, again in exchange for a comparable temporary base rent reduction. These impressive post-pandemic occupancy, leasing and rent collection outcomes have once again validated our consistent long-term strategy of acquiring well-located parcels, lease to strong regional and national operators at reasonable rents, while maintaining a strong and flexible balance sheet. Although we continue to be prudent in our underwriting, we acquired 29 new properties in the quarter for just under $106 million, at an initial cash cap rate of 6.4% and with an average lease duration of 17.5 years. Almost all of our acquisitions were from relationship tenants with which we do repeat programmatic business. In an unsettled post-pandemic environment, where cap rates remain at all-time lows, we will continue to be very thoughtful in our underwriting and primarily pursue sale-leaseback transactions with our relationship tenants. We also reported that during the first quarter, we sold 11 properties, raising $17.6 million of proceeds to be reinvested into new acquisitions and our balance sheet remains rock solid. During the quarter, we issued $450 million of unsecured 30-year interest-only bonds at a rate of 3.5%. Kudos to Kevin and his team for once again raising well-priced capital when it's available. A portion of those bond proceeds were used to redeem our 2023 debt maturities. So we ended the first quarter with $311 million of cash in the bank, a 0 balance on our $900 million line of credit, no material debt maturities until 2024 and an average debt duration of over 13 years. Thus, we're well-positioned to fund all of our 2021 acquisition guidance with the available capital on hand. That's up $0.06 from the preceding fourth quarter $0.63 and down $0.01 from the prior year's $0.70 per share. Results for the first quarter included two nonrecurring type items totaling $5 million. First, we collected $2.2 million of receivables from cash basis tenants that relate to prior quarters. And second, we received $2.8 million of lease termination fee income, which is more than typical. For context, full year 2020 was $2 million of lease termination fee income. So these two items, totaling approximately $5 million, added just under $0.03 per share to our results. Today, we also reported that AFFO per share was $0.76 per share for the first quarter, which is $0.07 per share higher than the preceding fourth quarter $0.69. We did footnote this amount included $9.4 million of deferred rent repayment and our accrued rental income adjustment in the first quarter AFFO number. Rent collections continue to drift higher. As Jay mentioned, we reported today rent collections of approximately 97% for the first quarter, 98% for April rent collection. Most notable collections from our cash basis tenants, which represent approximately $50 million or 7% of our annual base rent, improved to approximately 80% for the first quarter. Previously, we projected these cash basis tenants would pay at their historical payment rate of about 50% of rent. So improving to 80% added about $4 million of revenues in the first quarter versus our prior guidance. As Jay mentioned today, we increased our 2021 core FFO per share guidance from the range of $2.55 to $2.62 per share to a range of $2.70 to $2.75 per share. This incorporates the better-than-expected rent collections and the results from Q1. The driver for the increase in full year guidance is the $5 million of first quarter nonrecurring items I previously mentioned and the assumed higher rent collection rates more in line with current collection rates. So while we previously assumed 50% rent collections from the $50 million of cash basis tenant annual base rent, we are now assuming 80% rent collection. So that incremental 30% amounts to $15 million for the full year and for the remainder of our tenants, we previously assumed 2% potential rent loss, and we now assume 1% rent of potential rent loss, which equates to approximately $6 million of improvement for the year. So compared to prior guidance, current guidance incorporates approximately a total of $21 million in improved rent collection, plus $5 million of onetime items in Q1 or a total of $26 million, and that all equates to about $0.15 per share. As Jay noted, we ended the fourth quarter with $311 million of cash on hand. Nothing outstanding on our $900 million bank line. We did execute a $450 million 30-year debt offering, with a 3.5% coupon on March 1, and used a large portion of those proceeds to pay off our $350 million of 3.3% notes due in 2023. While time will tell, given where we are in the 40-year declining interest rate cycle, it felt like it was a good time to continue to push out debt maturities at these rates. Our weighted average debt maturity is now 13.3 years, with a 3.7% weighted average fixed income interest rate. Our next debt maturity is $350 million, with a 3.9% coupon in mid-2024. So on very good liquidity and leverage position, I have no need to raise any additional capital to meet our 2021 acquisition guidance. Net debt to gross book assets was 34.7% at quarter end. Net debt-to-EBITDA was 5.0 times at March 31. Interest coverage was 4.6 times and fixed charge coverage 4.1 times for the first quarter of 2021. Only five of our 3,161 properties are encumbered by mortgages totaling about $11 million. So 2021 is off to a good start as the economy and retailers seem to be catching wind in their sales from the several trillion-dollar stimulus injected by the government, which feels like it will continue into 2022. Our focus remains on the long term as we continue to endeavor to give NNN the best opportunity to succeed in the coming years. And Melinda, with that, we will open it up to any questions. ","national retail properties sees 2021 core ffo per share $2.70 to $2.75. qtrly core ffo per common share $0.69. sees 2021 core ffo per share $2.70 to $2.75. " "Before discussing the details of this past year, I want to once again offer my sincere gratitude to all the associates at National Retail Properties for their hard work, perseverance, flexibility, collegiality, professionalism and dedication in 2020. I could not be prouder of how this talented team worked tirelessly to create shareholder value and support each other during this past crazy year. As I've said before, perhaps the best word to describe National Retail Properties is consistent: consistent investment focus on single-tenant retail properties; consistency of people and culture; consistently raising the dividend for 31 consecutive years; consistent conservative balance sheet philosophy that maintains flexibility and dry powder; consistent long-term tenant relationships. And although our long-term track record of consistent per-share growth was disrupted in 2020 due to the pandemic, we remain committed to our multiyear business plan. Highlights for National Retail Properties in 2020 include: increasing the common stock dividend for the 31st consecutive year, a feat matched by only two other REITs and by less than 1% of all U.S. public companies; raising $700 million of well-priced debt capital early in the year, which put us in a strong liquidity position as the pandemic began to spread and enabled us to end 2020 with $267 million of cash in the bank and nothing drawn on our $900 million line of credit; reaching collaborative rent deferral agreements during the early stages of the pandemic with a number of our relationship tenants, which solidified our relationships and set us up for future acquisition business; collecting 95.7% of our rents due for the fourth quarter and 89.7% of our annual base rent for the year 2020; supporting our associates and our community with programs and activities to advance associate well-being, employee engagement and community involvement; and lastly, enhancing our executive leadership team with the appointment of Steve Horn, a 17-year veteran with the company, as our Chief Operating Officer. Let me now turn to some details about our fourth quarter and 2020. As highlighted above, our rent collections continued to trend positive during the quarter, resulting in collections of 95.7% of fourth quarter rents. For the year 2020, we collected just under 90% of rents due for the year. And for the month of January 2021, we have collected approximately 95% of the rents due for the month. These collection numbers compare very favorably with other retail real estate companies and are similar to the reported rent collections by companies with a significantly higher percentage of investment-grade retail tenants. I'd also like to highlight that we forgave zero rent in the fourth quarter and only forgave less than 0.5% of our annual rents for the entire year. Consistent with our long-term practice and multiyear business model, we do not anticipate reporting monthly rent collections in 2021. Notwithstanding the impact of the pandemic, our broadly diversified portfolio of 3,143 single-tenant retail properties ended the year with an occupancy rate of 98.5%, which continues to exceed our long-term average of 98%. Our high lease renewal rate also continued in 2020. Approximately 80% of our expiring leases were renewed by the current tenants at approximately 100% of the expiring rent without material investment of lease incentive or tenant improvement dollars and with an average lease renewal term of over six years. In our opinion, this impressive statistic validates the high demand for our well-located real estate sites. A reminder that our tenants are typically large, well-capitalized, regional and national operators with the scale, financial wherewithal and management expertise to weather significant disruptions in the business environment. Additionally, the majority of our properties are located in suburban markets, largely in the southern half of the United States, which have been somewhat less impacted by the pandemic than urban city centers. We're pleased to see that many of our tenants' businesses are bouncing back more quickly than we had initially anticipated. And as our relationship tenants return to growth mode in the fourth quarter, we ramped up our acquisition activities as well. During the fourth quarter, we invested $102 million in 42 new single-tenant retail properties at an initial cash yield of 6.2% and at an average lease duration of 20 years. For the year 2020, we invested a total of $180 million in 63 new properties at a weighted average initial cash yield of just under 6.5% and with an average lease duration of over 18 years. An important strategic advantage of our business model is the long lease durations we achieve through our focus on sale leasebacks with our relationship tenants. We also had an active fourth quarter of dispositions, selling 13 properties for $12 million. And for the year 2020, we sold 38 properties, raising over $54 million of capital to be redeployed into our business. Our balance sheet remains strong. We ended the year with $267 million of cash in the bank and zero balance drawn on our $900 million line of credit. Kevin will provide more details on the $120 million of equity capital we raised in 2020 via our ATM. As we enter 2021, we're well positioned to take advantage of the right opportunities when they present themselves and/or weather further choppiness in the economy if that may occur. Consistent with our long-term focus and culture, we approached guidance with a conservative mindset. Although our portfolio continues to perform well and our relationship tenants are returning to growth mode, the pandemic is not yet behind us, and there may be additional turmoil in the economy ahead. Kevin will review the details of our guidance in his remarks. Looking ahead to 2021 and beyond, you should expect us to continue to adhere to the core strategic drivers of National Retail Properties' long-term success, including: first, a consistent focus on single-tenant net leased retail properties. The real estate attributes of single-tenant retail properties are far superior to the attributes of other property types, and the universe of opportunities to acquire these properties remains vast. Second, a broadly diversified portfolio of single-tenant retail properties that generates a stable, growing cash flow from long-term leases. As noted above, our tenants are primarily large regional and national operators in lines of trade that provide customer services and e-commerce-resistant consumer necessities. Third, a fortress-like balance sheet that provides us with the capability to withstand economic turbulence and positions us to be able to continue our long history of consecutive annual dividend increases. Fourth, a relationship-oriented acquisition model that results in high-quality investments. Our proprietary tenant relationships allow us to obtain higher investment yields, superior lease documents, longer lease duration and better quality real estate. Fifth, an active asset management that focuses on maximizing the value of each individual property. Our deep real estate expertise enables us to get the most out of our portfolio and to recycle capital through thoughtful, disciplined dispositions. And last, but not least, a commitment to ESG, including a deep commitment to our team of great people in a supportive culture, which is the true backbone of our success. Almost 3/4 of our associates have been with the company for at least five years, and approximately half have been with us for 10 years or more. The executive leadership team averages almost two decades of tenure at the company. That level of commitment to culture and institutional knowledge is invaluable. We believe that as we continue to execute on these strategic drivers in the post-pandemic world, we will consistently deliver core FFO per share growth and outperform REIT averages on a multiyear basis. That's up $0.01 from the preceding third quarter's $0.62. And AFFO per share was $0.69 per share for the fourth quarter, which is $0.07 per share higher than the preceding third quarter's $0.62. Additionally, we recognized $2.5 million of deferred rent repayment that was repaid in the fourth quarter and was included in calculating AFFO. As Jay noted, occupancy was 98.5% at quarter end, up 10 basis points from the prior quarter. G&A expense for the fourth quarter was 5.7% of revenues and -- for the fourth quarter and then 5.8% for the full year 2020, which is fairly flat with 2019's G&A levels. Rent collections, as Jay noted, continue to improve throughout the fourth quarter. Today, we reported rent collections of approximately 95.7% for the fourth quarter and 95% for the month of January 2021. So we have seen steady incremental improvement on the rent collections front over the past eight months. To be clear, these rent collection percentages are for the regular original rent owed for those respective periods, meaning that it does not include collections of previously deferred rent. In the fourth quarter, we also collected, as I mentioned, $2.5 million of rent that was previously deferred, which represented approximately 100% of the deferred rent repayment that was due in the fourth quarter of 2020. As we've previously noted as well, the majority of deferred rent is due in 2021, and the very early indications suggest good collection results for those deferred rents. We have included on page 22 of today's supplemental, which is on our website, some disclosure on the amounts and timing of the anticipated repayment of deferred rent over the next couple of years. At the end of the fourth quarter, we had approximately $50 million or about 7.4% of our annual base rent being recognized on a cash basis as a result of our estimation that it was not probable these tenants were going to pay substantially all of their remaining lease payments. So this classification required us to write off all outstanding receivable balances for these tenants, which in the fourth quarter was $2 million of rent receivables and $5 million of accrued rent balances totaling $7 million or approximately $0.04 per share for the fourth quarter. So without this noncash write-off, FFO results would have been notably better. However, please note that despite this GAAP accounting write-off, we will be pursuing these receivables and ongoing rent payment with the usual vigor. Rent receivables from cash-basis tenants totaled approximately $10 million as of December 31. Again, these receivables are not reflected on our balance sheet. Now over to receivables that are on our balance sheet. First, rent receivables of $4.3 million were -- was fairly flat with September 30 levels and now very much in line with our pre-pandemic rent receivable levels of $3 million to $4 million. These rent receivables include a general reserve of 16% or $835,000 at December 31. Secondly, accrued rental income receivables decreased slightly to $54 million and had a general reserve of 11% or $6.9 million at December 31. In the fourth quarter, we collected $2.5 million of previously deferred rent, which would -- reduces the accrued rental income receivable. This collection of previously deferred rent is excluded from GAAP earnings, FFO and core FFO results. We did note that -- what AFFO would have been if we had excluded the pandemic-related accrued rent, both via deferral and the subsequent repayment. We have currently less than 1% of our annual base rent coming from tenants in bankruptcy, and that primarily consists of Ruby Tuesday today. I will note, Chuck E. Cheese exited bankruptcy during the fourth quarter. And while we agreed to a 25% rent reduction for 15 months ending December 2021, none of our 53 leases were rejected in bankruptcy. As Jay noted, today, we initiated 2021 core FFO per share guidance of $2.55 to $2.62 per share. While our rent collections materially improved throughout 2020, compared to many previous years, we have assumed there would be some continued uncertainty in this variable going forward into 2021. $50 million of our $675 million of total annual base rent as of 12/31/2020. We've assumed these cash-basis tenants pay 50% of the rent due in 2021 in our guidance, and that's relatively consistent with what they've been paying in recent months. Additionally, on top of this, we have assumed 2% rent loss from the remainder of our annual base rent, which equates to about $12 million or $13 million in rent. This rent loss or vacancy estimate is not made with any particular tenant concerns and on its face feels like a conservative assumption, meaning the actual rent loss could be better than guidance. But given this is our first issuance of guidance in this pandemic, it seemed prudent to be more conservative than not. And those of us -- those of you who have known us for the past 25 years are probably not too surprised by that approach. We ended the fourth quarter with $267 million of cash on hand and no amounts outstanding on our $900 million bank credit facility. We did not draw down our bank line as many companies did in 2020. We raised $60 million of equity in the fourth quarter at just over $40 per share. Our next debt maturity is in April 2023. It's $350 million with a 3.3% coupon. So we're in a very good liquidity position. Our weighted average debt maturity is now 10.2 years with a weighted average interest rate of 3.7%. So the balance sheet and our leverage profile remains very strong. A couple of numbers. Net debt to gross book assets was 34.4%. Net debt-to-EBITDA was 5.0 times. Interest coverage was 4.5 times and fixed charge 4.0 times for the fourth quarter of 2020. Only five of our 3,000-plus properties are encumbered by mortgages totaling only $11.4 million. So 2021 seems the beginning of where 2020 left off with sustained rent collection levels and incremental improvement in tenant health, which allows us to continue to shift to a more offensive posture. As our focus remains on the long term, we will continue to endeavor to give NNN the best opportunity to succeed in the coming years. And Matthew, with that, we will open it up to any questions. ","compname reports qtrly ffo per common share $0.62. qtrly ffo per common share$0.62. qtrly affo per common share $0.69. sees 2021 core ffo per share $2.55 - $2.62 per share. " "Joining me are Bill McDermott, our president and chief executive officer; and Gina Mastantuono, our chief financial Officer. During today's call, we will review our third-quarter 2020 financial results and discuss our financial guidance for the fourth quarter of 2020 and full-year of 2020. The guidance we will provide today is based on our assumptions as to the macroeconomic environment in which we will be operating. Those assumptions are based on the facts we know today. Many of these assumptions relate to matters that are beyond our control and changing rapidly including, but no limited to, the time frames for and severity of social distancing and other mitigation requirements, the continued impact of COVID-19 on customers' purchasing decision and the length of our sales cycle particularly for customers in certain industries. We'd also like to point out that the company reports non-GAAP results in addition to and not as a substitute for financial measures calculated in accordance with GAAP. All financial figures we will discuss today are non-GAAP except for revenues, net income and remaining performance obligations. A replay of today's call will also be posted on the website. I hope you and your loved ones are healthy and safe. We continue to be ServiceNow strong in support of our employees and communities in these challenging times. We also remain passionately focused on delivering for our customers, partners and shareholders. 2020 has brought unimaginable change to the world. Companies have to operate in new and faster ways, pivoting their business models. Everyone is adapting to new employee and customer expectations. It's all about people. Getting teams to collaborate across the enterprise is now more important than ever. The workplace of the future will be distributed. Managing complex digital workflows will be critical. Enterprises need innovation without disruption. It's clear that speed has become the differentiator. ServiceNow is leading this once-in-a-generation opportunity to make work, work better for people. And this is what we're seeing. All value chains are being split apart. They are being reformed into modern digital workflows across the enterprise. More than $3 trillion have been invested in digital transformation initiatives. But as IDC research shows us, only 26% of the investments have delivered meaningful ROI. Massive investment is simply not creating massive change. This is fueling the workflow revolution. The missing link is integration. Systems, silos, departments and processes must come together into holistic, cross-enterprise workloads. The Now Platform unlocks this ROI by offering speed, agility and resilience. Companies need it now. It gives companies the ability to deliver at scale the experiences employees and customers demand. That's the power of the Now Platform, a single architecture and data model that serves as the enterprise platform for all other platforms. In other words, it's the platform for digital business. As one CIO said to me, my goal with the Now Platform is to enable my colleagues to perform their top 50 tasks in a single environment that provides a consumer-like experience. The momentum of the workflow revolution is unstoppable. Despite the COVID operating environment, our team delivered outstanding Q3 results. Gina will provide the details. Here are the headlines. We beat expectations across the board. We surpassed 1,000 customers with ACV over $1 million. We landed our largest deal ever with our largest customer who has now crossed over $40 million in ACV. And we're raising full-year guidance today. We're driving sustainable growth well on our way to $10 billion and beyond. I'm incredibly proud of our team. In the most challenging of times, we are focused, disciplined committed to helping our customers succeed above all other priorities. The speed at which we're innovating has never been faster. Our team is leading the future of work. We are releasing new innovations every two weeks with our Safe Workplace suite to help our customers safely return their employees back to the workplace. Other new product introductions include Hardware Asset Management, Financial Services Operations, Telecom Service Management, Legal Service Delivery, Workplace Service Delivery and Connected Operations. I could go on. In addition, our platform innovations are differentiated for the direct-to-consumer industry where subscribers demand flawless customer service. One of the largest streaming services in the world seamlessly upgraded their ServiceNow environment this past weekend with 0 downtime. There was no impact to any of their active subscribers. How's that for customer service. Such innovation demonstrates the power of the Now Platform. We were honored in Q3 to be named a leader in the 2020 Gartner Magic Quadrant for enterprise low-code application platforms. We believe this is yet another example of the agility of the Now Platform to help customers quickly workflow any challenge. We think our Gartner recognition validates the breadth of our IT solutions, putting ServiceNow in a leader position in the two 2020 Magic Quadrants: IT risk management and IT vendor risk management tools. And of course, we remain the leader on both completeness of vision and highest in ability to execute for our ITSM core business. Now let's look at Q3 performance. Highlights across our portfolio, here we go. Our top 20 deals included three or more products. Our core remains ever strong. ITSM was included in 17 of the top 20 deals with customers choosing ITSM Pro in 16 deals. The embedded AI and machine learning capabilities are helping IT organizations scale and automate, reduce complexity, cost and risk, while enabling people to work from anywhere. ITOM was included in 18 of the top 20 deals. We won deals with Mount Sinai and the Federal Defense Information Systems Agency. Our customer workflows continue to be a growth driver. 13 of the top 20 deals included CSM. Eight of those deals were greater than $1 million. Our customer wins in Q3 demonstrate how ServiceNow is becoming the enterprise workflow standard. For example, Q3 was our largest federal quarter ever. We now have nine federal customers over $10 million in ACV. Army and the U.S. Department of Veteran Affairs. And we had new customer wins with agencies such as the U.S. Senate and Federal Claims Court. In our largest deal ever, the Department of Veteran Affairs is modernizing its enterprise service management and IT capabilities. They are using the Now Platform to have real-time visibility into the health, availability and costs of their critical business services. This will deliver significant benefits to our heroic veterans. With ITSM Pro, VA will automate its manual workflows with AI and machine learning capabilities to free up employees to better serve veterans. As the U.S. Air Force has publicly described, they are deploying the Now Platform as part of their digital Air Force of the Future vision. We are helping them deliver Genius Bar-like self-help services to the women and men serving our country around the globe. In addition to federal, state governments also are leveraging the Now Platform. Tennessee's Department of Human Services expanded its relationship with ServiceNow. They are using CSM to reopen state offices for public services, while keeping health and safety a priority. They quickly adopted our latest Now Platform Paris release, utilizing a new feature that enables the public to self-schedule appointments and digitally check in when arriving for appointments. The state of Alaska's governor issued a directive to protect workers and ensure that the state can continue operating in a pandemic environment. Their existing systems, manual processes and dispersed population created numerous issues to work effectively. The HR department is transitioning to a centralized operating model, and ServiceNow will solve their manual onboarding issues and enable employee workflows to be digitally transformed. Outside of federal and state and customers across industries, the Now Platform is the standard for driving enterprise digital transformation. 2020 has brought significant changes to Dell's work-from-home model. Our HR product will support this new way of working by providing enterprise onboarding and transitions. And the Now Platform is helping Dell in its mission to provide the best customer experience in the markets they serve. Leading managed services provider, TPx, became the first customer of our new telecom industry-specific product. ServiceNow is going to run TPx' customer portal, enabling, onboarding, project management, customer servicing and IT support. A major Indian financial institution chose ServiceNow to give them complete visibility to better control enterprise risks, replacing legacy solutions that were stitched together. This is another example of the movement we are seeing in the industry to replace legacy solutions and consolidate on the Now Platform. In Q3, we continued to see strong momentum with our Safe Workplace suite of apps. This quarter, we added two new apps into the Safe Workplace suite: Employee Travel Safety and Health and Safety Testing. Our Safe Workplace apps demonstrate our ability to innovate quickly and deliver fast time to value in weeks, not months and years. We've seen nearly 800 downloads of our Safe Workplace apps. Customers include Standard & Poor's, Raymond James and Rutgers University. At Rutgers, our Safe Workplace apps are being used for health screening, contact tracing and room reservations to ensure a safe environment for all students and faculty. Here's my favorite customer win. I'm a huge basketball fan. As many of you know, my grandfather, Bobby McDermott, was a Hall of Famer. So I couldn't be more proud of how ServiceNow helped pro basketball have a successful restart season. The NBA and WNBA were able to implement ServiceNow's employee workflows in under a week to manage the complex manual processes associated with restarting. ServiceNow helped the league facilitate screening for more than 2,600 league staff, vendors and guests who entered the NBA and WNBA bubble in Florida and successfully processed more than 13,000 essential documents. Using ServiceNow technology, the league demonstrated that a safe, careful return to professional sports was possible with the right tools and protocols in place. We are very proud to become the official workflow partner of the NBA and WNBA, and we look forward to helping the league continue to drive digital transformation to deliver great employee player and fan experiences. As we drive great customer wins, our partner ecosystem is growing even stronger. We are grateful for the investments our partners are making to grow their ServiceNow businesses and to serve our customers. We recently announced a go-to-market partnership between IBM and ServiceNow. This new business opportunity combines ServiceNow's ITSM and ITOM capabilities with IBM's Watson AI ops to help customers automate IT and scale, reducing cost and risk. Last week, we announced an expanded partnership with Accenture. The new Accenture ServiceNow business group will accelerate digital transformation programs for customers in telecom, government, financial services, manufacturing, healthcare and life sciences. Hey, in summary, Q3 was another great outperform quarter. We are confident in our ability to succeed in this environment. We are bullish on our long-term outlook and our path to $10 billion and beyond. Our leadership is expanding our reach and opportunities with marquee partnerships, such as the NBA and WNBA, IBM and Accenture. There are many more. Our brand is resonating. We are becoming an essential C-suite strategic partner. Our ecosystem is growing fast. Our go-to-market capabilities are stronger than ever. Our product innovation is second to none. We are deeply committed to attracting, retaining and developing the best talent in this industry. We are a big tent company dedicated to diversity, inclusion and belonging. Diversity makes us stronger, making ServiceNow the destination company where the best talent belongs and thrives. And this is what's going to make us unstoppable. Our new board member and new chief global talent officer were announced today, and it demonstrates the caliber of people we are attracting. I could not be more thrilled to have Larry Jackson joining our board and Gaby Toledano joining our leadership team. Both are exceptional leaders. Larry is leading the music industry revolution for Apple Music. His experience using technology to create innovative, market-leading consumer experiences will be invaluable as we drive innovative employee and customer experiences for the global marketplace. Likewise, Gaby brings deep tech industry and talent leadership experience, building world-class organizations at scale for some of the best-known companies in the world. We were humbled to recently be recognized as the company with the best leadership team in an anonymous survey of more than 10,000 employees across the industry. Gaby is a great addition who will only make us stronger. In so many ways, we are just getting started. This year's unprecedented headwinds have only strengthened our digital transformation tailwinds. We have the platform businesses need to workflow standard for enterprise transformation, the missing link for integration of existing technology investments and the creation of modern enterprise workflows. Remember, behind every great experience is a great workflow. Whatever challenge a business is facing, we workflow it. We will make workflow a verb. ServiceNow is incredibly well positioned to become the defining enterprise software company in the 21st century. We will not slow down in pursuit of this goal. We couldn't be more fired up to finish this year very strong. Q3 was a fantastic quarter for ServiceNow as the team continued to execute very well despite the challenges created by COVID-19. We exceeded the high end of our subscription revenues and subscription billings guidance, and that top line beat carried through to our robust operating margin and strong free cash flow generation. Q3 subscription revenues were $1.091 billion, representing 29% year-over-year constant currency growth. Q3 subscription billings were $1.081 billion, representing 24% year-over-year adjusted growth driven by the great execution from our sales team. Remaining performance obligations, or RPO, ended the quarter at approximately $7.3 billion, representing 28% year-over-year constant currency growth. And current RPO was approximately $3.8 billion, representing 30% year-over-year constant currency growth. Our top line strength demonstrates the power of our product portfolio and our ability to meet the evolving needs of our customers. The Now Platform is uniquely positioned to deliver exceptional time to value and provide workflows that create great experiences for customers, employees and partners. We are solving customers' challenges and playing a key role in accelerating their digital transformation. The Now Platform enables the missing integrations that link together systems, silos, departments and processes into unified workflows. Our best-in-class renewal rate improved quarter-over-quarter to 98%, demonstrating the resilience of our business as the Now Platform remains a mission-critical part of our customers' operations. As Bill highlighted, our sales teams continued to win bigger deals in Q3, including our largest ever $13 million ACV deal. We closed 41 deals greater than $1 million in ACV in the quarter, and what's more, nine of those were with net new customers. Our ability to land new logos despite the macro uncertainty that COVID has introduced is a testament to our amazing products and our brand that continues to resonate with the C-suite. We now have over 1,000 customers paying us more than $1 million of ACV. Q3 operating margin was 26%, a 400 basis point beat versus our guidance driven by our strong top line outperformance, lower T&E expenses as a result of COVID and about 150 basis points of marketing spend that shifted from Q3 into Q4. Year over year, our Q3 operating margin was consistent with last year as lower T&E expenses were offset by planned incremental investments in R&D and marketing spend of pipeline generation. Our free cash flow margin was 19%, up 500 basis points year over year driven by lower T&E spend in capex in the quarter as well as strong collections. Together, these results demonstrate the strength of our business model and our ability to drive a balance of growth and profitability. Before I move to guidance, I want to give a brief update on the trends we are seeing in our business. Overall, we see strong momentum heading into the last quarter of the year. The highly affected industries we outlined earlier in the year, which represented about 20% of our business and include areas such as transportation, hospitality, retail and energy, continue to see macro headwinds but remain steady customers of ServiceNow. We closed six new deals over $1 million in these affected industries. And while we do expect some headwinds in severely impacted industries like airlines, renewals of existing customers have remained very strong. Furthermore, we've also seen very healthy payment terms and DSOs. Collections have been strong, helping drive free cash flow upside in Q3, and we expect that trend to continue into Q4. Enterprises are realizing that they need to quickly adapt to the workplace of the future, and ServiceNow is providing a smarter and faster way to workflow. Our pipeline generation has remained robust, and our pipeline coverage ratio for the remainder of the year gives us confidence in our ability to deliver a strong finish to 2020. As a result, we are raising guidance for the full year. We're raising our subscription revenues range to between $4.257 billion and $4.262billion, representing 31% year-over-year constant currency growth. We are raising our subscription billings range to between $4.78 billion and $4.8 billion, representing 26% to 27% year-over-year adjusted growth. We continue to expect 2020 subscription gross margin of 86%, and we are raising our full-year 2020 operating margin from 24% to 24.5%. This reflects additional savings from lower T&E expenses related to COVID. Let me note that while we expect many of these expenses to return at some point in the future, we're taking our learnings from the current environment and leaning into the future of work. These learnings will have lasting effects on our overall efficiency, giving us the ability to redeploy savings elsewhere. We plan to take advantage of the incremental leverage and make disciplined investments for growth. We're reinvesting in R&D and quota-bearing resources to drive innovation and pipeline to fill our tremendous organic growth engine, ensuring that we maintain our market leadership and are well positioned to take advantage of the digital acceleration heading into 2021 and beyond. Turning to free cash flow. We're raising our full-year 2020 free cash flow margin 200 basis points from 29.5% to 31.5%, reflecting the increase in our operating margin. And our expectations for better than originally forecasted collections for the year. We expect subscription revenues between $1.155 billion and $1.160 billion, representing 27% year-over-year constant currency growth. We expect subscription billings between $1.625 billion and $1.645 billion, representing 24% to 26% year-over-year adjusted growth. Moving on to profitability. For Q4, we expect a 21% operating margin, which includes about 150 basis points of marketing spend that shifted from Q3 into Q4 and some incremental investment into pipeline-generating activities to set us up for a strong and successful 2021. Finally, we expect fourth quarter and full-year 2020 diluted weighted average outstanding shares of 201 million and 199 million, respectively. In summary, ServiceNow is the strategic workflow authority. As enterprises are adapting to the workplace of the future, CXOs are using the Now Platform to create new workflows for new value chains, transforming experiences across siloed systems and functions across the enterprise. The Now platform is the missing integration layer that multiplies the power of enterprises' existing technology investments and delivers exceptional time to value. I'm extremely proud of our team's performance as we focus on addressing these needs for our customers. Our ecosystem partners are efficiently expanding our capabilities and our reach. And more and more enterprises are recognizing the strength of our one architecture model and its ability to deliver great, scalable experiences with speed and efficiency. We are the platform company for digital business. I'm very excited about the traction we are seeing in our journey toward becoming a $10 billion revenue company and the defining enterprise software company of the 21st century. We know everyone has a lot going on in their lives, juggling work and caring for your families at home. And we just want to express how appreciative we are of your contributions. ServiceNow wouldn't be in the position of strength it is without each and every one of you. You make us ServiceNow strong. ","subscription revenues of $1,091 million in q3 2020, representing 31% year-over-year growth. raises full-year guidance. " "These statements involve a number of risks and uncertainties, including the impacts from the COVID-19 pandemic and related governmental responses and their impact on the general economy as well as other risks and uncertainties that are described in our filings with the SEC, including our most recent Form 10-K and Form 10-Q. Also during the call, we will reference a number of non-GAAP financial measures. The impact of foreign exchange rate changes subsequent to the end of the second-quarter impacts from further spread of COVID-19 and other variants and environmental and litigation charges. We appreciate you joining us today and hope you and your families are all staying healthy and safe. I want to begin by saying how honored I am that the board of directors has placed their trust in me to lead EnPro as interim president and CEO. I also want to recognize Marvin for his contribution to EnPro over the last several years. On behalf of the board and management team, I wish him the best in his future endeavors. By the way of background for those who may be unfamiliar, I have been with EnPro for the better part of 12 years. And over that time, have had the opportunity to work in a variety of leadership positions across our sealing technologies segment. I most recently served as president of sealing technologies, a segment which I'm proud to say delivered an exceptional quarter. I also have had the pleasure to serve as a member of the EnPro executive counsel, which is a team of leaders from across EnPro focused on developing and implementing our commercial, strategic, financial, and operational objectives. Serving in these positions has given me the opportunity to experience firsthand what is truly so special about this organization. Our collaboration and focus on empowering our colleagues. I know as well as anyone that the success of our organization is built on the hard work, dedication and tireless execution and commitment of our 4,400 employees around the world. As we will discuss throughout today's call, our team has continue to deliver for each other, our customers, and our shareholders in the second quarter. And I know I speak for the entire leadership team when I say I'm incredibly proud of what we have accomplished. My goal is to continue to work with our leadership team to encourage and position our employees to unleash their full potential as we continue the clear strategy articulated over the past year. We are excited about what is ahead. With that introduction, let's move on to our second quarter highlights. As I noted, and as our results show, we had another exceptional quarter. In the second quarter, sales of $298.6 million increased 20.9% year over year, with organic sales increasing 27.1%. We saw a sequential growth of 6.9% from the prior quarter. Our strong top-line results were driven by organic revenue growth and the addition of Alluxa. Importantly, our growth was broad-based, as we experienced positive momentum across all of our businesses. Our second-quarter adjusted EBITDA of $57.2 million increased 52.5% year over year, and the adjusted EBITDA margin expanded 400 basis points to 19.2%. This strong performance reflects the sustainable benefits of our portfolio reshaping actions, operating leverage, and pricing strategies, partially offset by higher incentive compensation accruals and raw material inflation. All three business segments contributed to our adjusted EBITDA growth year over year. In the past year, we took action to increase the level of collaboration between supply chain, manufacturing, and our commercial teams. This enhanced focus and coordination throughout our organization have helped us improve customer engagement and respond quickly to mitigate raw material issues. Nevertheless, the raw material environment remains highly dynamic due to pandemic-related impacts. And we expect these conditions will likely persist at least through year end. Our order trends in the quarter were extremely strong, surpassing our solid first quarter and are at the highest level in three years. As we look ahead, we continue to see broad-based strength across our businesses and are encouraged by what we are hearing from our customers, particularly in the general industrial, semiconductor, heavy-duty truck, food and pharma, automotive, and petrochemical markets. Now, I will hand the call over to Milt for a deeper dive into our financial results for the quarter. As Eric mentioned, we had another exceptional quarter, positive momentum across most major end markets as well as the addition of Alluxa contributed to strong top-line results, partially offset by the reduction in sales due to last year's divestitures. As reported, sales of $298.6 million in the second quarter increased 20.9% year over year. Organic sales for the quarter increased 27.1% compared to the second quarter of 2020. As Eric noted, sequentially, sales were up 6.9%. Gross profit margin of 39.2% increased 580 basis points versus the prior-year period. The increase was driven primarily by strong organic sales volume and the benefit of divesting lower-margin businesses. Adjusted EBITDA of $57.2 million increased 52.5% over the prior-year period as a result of higher operating leverage from solid organic sales growth, the addition of Alluxa, and increased pricing, partially offset by increased raw material costs and higher incentive compensation accruals. Adjusted EBITDA margin of 19.2% increased approximately 400 basis points compared to the second quarter of 2020. Corporate expenses of $12.8 million in the second quarter of 2021 increased from $7.1 million a year ago. The increase was driven primarily by higher incentive compensation accruals, reflecting the stronger year-over-year performance companywide. Adjusted diluted earnings per share of $1.56 increased 77.3% compared to the prior-year period. Amortization of acquisition-related intangible assets in the second quarter was $11.3 million, compared to $9 million in the prior-year period, reflecting the addition of Alluxa. We anticipate amortization of acquisition-related intangibles will be between 44 and $46 million in 2021. As a reminder, our estimated normalized tax rate used in determining adjusted earnings per share is 30%. Moving to a discussion of segment performance. sealing technologies sales of $162.5 million increased 7.9% compared to the prior-year period despite the impact of divestitures in 2020. Excluding the impact of foreign exchange translation and divested businesses, sales increased 25.3%, driven by strong demand in the heavy-duty truck, general industrial, food and pharma, and petrochemical markets, offset partially by power generation and aerospace markets. Sequentially, sales increased 10.9% as we saw momentum accelerate in our heavy-duty truck, general industrial, aerospace, and petrochemical markets. For the second quarter, adjusted segment EBITDA increased 39% to $42.4 million, and adjusted segment EBITDA margin expanded 580 basis points to 26.1%. The margin expansion was driven primarily by operating leverage commensurate with strong volume, portfolio reshaping, select pricing actions, and continuous improvement initiatives. Excluding the impact of favorable foreign exchange translation and divestitures, adjusted segment EBITDA increased 45.6% compared to the prior-year period. Turning now to advanced surface technologies. Second-quarter sales of $59.2 million increased 48%, driven by continued strong growth in semiconductor and the addition of Alluxa. Excluding the impact of foreign exchange translation and the Alluxa acquisition, sales increased 23.8% versus the prior-year period. Sequentially, sales increased 8.2%, driven by growth in semiconductor markets. For the second quarter, adjusted segment EBITDA increased 41.8% to $15.6 million, and adjusted segment EBITDA margin contracted from 27.5% a year ago to 26.4%. Excluding the impact of Alluxa and foreign exchange translation, adjusted segment EBITDA remained unchanged. Results for the quarter were impacted by increased operating costs related to the standup and qualification of the third LeanTeq facility in Taiwan and by foreign exchange transactional charges. As a reminder, LeanTeq is a highly differentiated cleaning, coding, and related service provider with industry-leading solutions that support the most advanced technology nodes within the semiconductor industry, a high-growth market that has strong secular tailwinds. The new facility nearly doubles our capacity in Taiwan. More broadly, across the entire AST segment, we continue to see secular growth signals and expect sustained organic revenue growth and strong profitability over the long term. In engineered materials, second-quarter sales of $80 million increased 36.5% compared to the prior year, driven by stronger sales in all major markets, including general industrial, automotive, oil and gas, and petrochemical. Excluding the impact of foreign exchange translation and the divestiture of GGB's bushing block business completed in the fourth quarter of last year. Sales for the quarter increased 34.2%. Sequentially, sales were flat when compared to a very strong first quarter. We saw a quarter-over-quarter sales growth in petrochemical and oil and gas markets, offset by slower automotive production environment due to the supply chain constraints affecting that market. Based on conversations with automotive customers, we believe that sales growth will resume in the latter part of the second half of the year as supply chain shortages are resolved and production schedules normalize. Second-quarter adjusted segment EBITDA increased 165% over the prior-year period to $13 million, and adjusted segment EBITDA margin expanded 790 basis points to 16.3%. The strong year-over-year increase in EBITDA and EBITDA margins was driven primarily by the brisk volume recovery from the pandemic low, partially offset by increased material costs. Excluding the favorable impact of foreign exchange translation and the impact of the bushing block business divestiture, adjusted EBITDA increased 155% compared to the prior-year period. Now, let's turn to the balance sheet and cash flow. We ended the quarter with cash of $262 million and full availability of our $400 million revolver, less $11 million in outstanding letters of credit. At the end of June, our net debt to adjusted EBITDA ratio was approximately one times, a sequential improvement from the 1.4 times reported at the end of the first quarter. Our balance sheet remains solid, and we have ample financial flexibility to execute our strategic growth initiatives. Free cash flow for the first six months of 2021 was $48 million, up from $25 million in the prior year, driven primarily by higher operating profits, offset partially by working capital investments supporting stronger sales. During the second quarter, we paid a $0.27 per share quarterly dividend. For the first six months of the year, dividend payments totaled $11.3 million, a 4.6% increase versus the prior year. Moving now to 2021 guidance. Taking into consideration all the factors that we know at this time, including current order patterns, we are increasing our guidance for 2021 adjusted EBITDA to be in the range of $200 million to $210 million, up from our previous guidance of $190 million to $200 million. The updated adjusted EBITDA range is based on sales growth of 9% to 14% over 2020 pro forma sales of $983 million, up from a previous range of 7% to 12% growth. We expect adjusted diluted earnings per share from continuing operations to be in the range of $5.16 to $5.50, up from a range of $4.74 to $5.08 provided last quarter. Our guidance assumes depreciation and amortization expense, excluding amortization of acquisition-related intangible assets in the range of $30 million to $32 million and net interest expense of $14 million to $16 million. Like each of you, we continue to monitor developments around COVID-19 and new variant. And we'll evaluate potential impacts of such developments on our business, while focusing on the health and safety of our colleagues. Our second-quarter results again demonstrate the benefits of our clear and consistent strategy. The sustained benefits of our portfolio reshaping actions and our intention to continue investing in organic growth opportunities. We expect this momentum to continue as we focus on driving safety, commercial and operational excellence throughout the company. With a strong financial foundation in place, I am confident that our experienced leadership team, diverse and dedicated workforce, and compelling profitable businesses will lead to continued growth and increase shareholder value. I'm proud to be in a position to lead this organization forward, and I look forward to speaking with many of you over the coming months. We'll now open the line to questions. ","enpro - q2 adjusted earnings per share $1.56. q2 adjusted earnings per share $1.56. q2 sales $298.6 million versus refinitiv ibes estimate of $273.6 million. raising 2021 guidance ranges: sales of $1.075 to $1.125 billion, and adjusted diluted earnings per share from continuing operations of $5.16 to $5.50. " "Our second quarter results reflect another step forward in our strategy execution as we continue to reshape and position the company for sustainable and profitable growth. Consolidated revenues improved 1% sequentially to $142 million with a 28% increase in international Fluids Systems and a 15% improvement in Industrial Solutions rental and service revenues, offsetting the previously anticipated pullback in Industrial Solution product sales that we discussed on our prior quarter call. Second quarter EBITDA generation was $7 million. Turning to the specifics of the segments. Our Industrial Solutions business continues to demonstrate the value of our diversification efforts as we expand our presence in the power transmission and other industrial end markets. As anticipated, coming off the exceptionally strong first quarter product sales, segment revenues declined 15% sequentially to $45 million in the second quarter as site access product sales pulled back to $10 million for the quarter. Partially offsetting the product sales reduction, rental and service revenues improved 15% sequentially, contributing $33 million of revenue in the second quarter, including a record $25 million contribution from the power transmission and other industrial end markets, reflecting strong performance both in the United States and in the United Kingdom. Industrial Blending revenues also pulled back to $2 million in the second quarter, reflecting the anticipated impact of product transition with our primary customer. With the lower revenue, our Industrial Solutions operating margins declined modestly to 22% in the second quarter, generating $15 million of EBITDA. Reflecting on our first half 2021 performance, it's worth highlighting that the power transmission and other industrial end markets contributed $75 million of our Site and Access Solutions revenues. This annualized run rate of $150 million represents a 30% improvement over the previous high of $115 million achieved in 2018, illustrating the continued momentum in our market penetration. Meanwhile, our historical upstream oil and gas end market contributed less than 20% of the first half 2021 segment revenues, reflecting the lower industry activity and our focus on the more stable industrial end markets. In the Fluids Systems segment, revenues improved 11% sequentially, benefiting from project start-ups and the early phases of recovery within certain international markets following the COVID-related disruptions that significantly impacted the previous four quarters. Our international revenues improved 28% sequentially to $35 million in the second quarter, benefiting primarily from improvements in Europe and North Africa. In North America, revenues improved modestly to $62 million with a 19% improvement in the U.S., largely offset by the seasonal pullback in Canada. Despite the revenue growth and positive earnings contributions from our international businesses, the Fluids segment remained below EBITDA breakeven in the second quarter, impacted by elevated operating expenses, including employee severance and cost associated with our ongoing inventory rationalization efforts. In addition, the quarter is impacted by an unfavorable sales mix on U.S. land, which we expect to normalize going forward. During the second quarter, I'm very pleased to highlight that we won two notable fluids contracts, including a three year award in Thailand to provide drilling and completion fluids on land, which reflects our first entry into the Southeast Asian market. This contract is expected to provide approximately $25 million of revenue over the three year term with work scheduled to begin in the third quarter. In addition, as part of the latest Shale Oil tender in the Gulf of Mexico, we were awarded a contract to continue providing drilling fluids, reservoir drilling fluids and related services for two deepwater drillships, which we expect will generate approximately $30 million of revenue annually. We believe the recent contract awards are a direct result of our continued focus on providing differentiated technology and superior customer service. As global activity improves in the energy market, we feel we are well positioned to capture our fair share of the value chain, while also continuing to reshape our cost structure to generate profitable growth and provide an acceptable return on capital. And with that, I will hand the call over to Gregg to discuss in more detail the financials for the second quarter. I'll begin by covering the specifics of the segment and consolidated financial results for the quarter before providing an update on our near-term outlook. Total revenues for the Industrial Solutions segment declined 15% sequentially to $45 million in the second quarter, which includes a $43 million contribution from the Site and Access Solutions business and $2 million from Industrial Blending. The sequential decline primarily reflects the anticipated $10 million reduction in product sales following the exceptionally strong Q1 performance along with a $3 million decline in Industrial Blending product sales. Rental and service revenues improved 15% on a sequential basis, coming in at $33 million for the second quarter, which reflects our strongest quarter in nearly two years. The sequential growth was driven by robust demand in both the U.S. and the United Kingdom with the U.S. benefiting from a few large scale utility projects completed in the second quarter. As a result of the $8 million decline in revenues, the Industrial Solutions segment operating income declined by $3 million sequentially to $10 million, contributing $15 million of EBITDA in the second quarter. Comparing to the second quarter of last year, revenues from the Site and Access Solutions business increased $16 million or 59%. This increase includes an $11 million or 50% improvement in rental and service revenues along with a $5 million improvement in product sales. Looking at the first half 2021 for the Industrial Solutions business, as Paul touched on, it's notable that we're continuing to see a significant shift within our segment revenue mix. More specifically, the power transmission end market contributes more than half of our Industrial Solutions segment revenues, while our historical E&P market activity accounts for less than 20%. Turning to Fluids Systems. Total segment revenues improved by 11% sequentially to $97 million in the second quarter. Revenues from U.S. land increased $10 million or 24% sequentially, reflecting the benefit of the 16% improvement in market rig count along with an increase in market share, which stands at roughly 20%. All U.S. land regions contributed to the sequential revenue improvement. Revenues from the Gulf of Mexico declined modestly, contributing $8 million in the second quarter. In Canada, revenues followed the typical seasonal pattern through spring breakup, declining 61% sequentially to $5 million in the second quarter. Outside of North America, as Paul noted, we are beginning to see the early signs of recovery, particularly in Europe and North Africa. International revenues improved $8 million sequentially to $35 million in the second quarter as delayed projects moved forward, although it's worth noting that COVID-related restrictions continue to suppress customer activity, particularly in the Middle East. As Paul touched on, while our international Fluids business performance was relatively in line with our expectations, our U.S. operations were negatively impacted by elevated expenses in the quarter along with an unfavorable sales mix. On a year-over-year basis, our Fluids Systems revenues increased $22 million or 30%. U.S. land revenues increased by $21 million or 74%, which significantly outpaced the 16% increase in market rig count over this period. The strong revenue growth primarily reflects our increased market share and improvements in customer spending per well along with higher barite sales and our continued expansion into stimulation chemicals. Gulf of Mexico revenues declined $6 million or 44% year-over-year, driven primarily by the changes in customer drilling and completion plans, including a strong contribution from completion fluids in the prior year quarter. International revenues improved $6 million or 22% year-over-year, benefiting from new project start-ups and the recovery of customer activity in several European markets and Algeria, while the Middle East remains roughly $2 million below prior year levels, reflecting the ongoing COVID challenges. SG&A costs were $23 million in the second quarter, which includes $6.9 million of corporate office expenses, reflecting a $2 million increase from both the prior quarter as well as the second quarter of last year. The sequential and year-over-year increase is primarily attributable to higher long-term incentive expense, including awards tied to our relative share price performance as well as the April 1 restoration of certain austerity measures, including the company matching contributions to our U.S. retirement plan. Interest expense decreased modestly to $2.2 million in the second quarter, nearly half of which reflects non-cash amortization of facility fees and discounts. Our weighted average cash borrowing rate on our outstanding debt is approximately 3.5%. The second quarter includes a $400,000 income tax expense despite reporting a pre-tax loss. We are currently unable to recognize the tax benefits on our U.S. losses, and therefore, the income tax expense primarily reflects taxes on foreign earnings. Our net loss in the second quarter was $0.07 per share, which compares to a net loss of $0.06 per share in the first quarter and a net loss of $0.29 per share in the second quarter of last year, which included $0.09 of charges. Turning to cash flow. Net working capital changes used $7 million of cash in the second quarter as we saw DSOs return as anticipated to a more typical level from the unusually strong performance achieved in the prior quarter. With the higher working capital, cash used in operating activities was a modest $2 million for the quarter. Investing activities again used less than $1 million of cash in the second quarter with $2 million of capital investments largely offset by proceeds from sales of used mats from our rental fleet and other underutilized assets. We ended the second quarter with a total debt balance of $78 million and a cash balance of $35 million, resulting in a modest 14% debt to capital ratio and 8% net debt to capital ratio. As such, the convertible notes are now classified as long-term debt in the June 30, 2021 balance sheet. Now turning to our near-term outlook. As we look ahead, we are encouraged by the improving longer term fundamentals in both business segments, but we continue to see significant inflationary pressures on raw materials and transportation. We are also closely monitoring the evolving situation with the COVID variants around the world. In the Site and Access Solutions business, while we are very pleased with the strong growth rate in targeted end markets, we expect the near-term market activity in the utility sector will face the typical seasonal slowdown seen in past years as utility companies reduce project activity during the period of high electricity demand associated with the elevated summer temperatures. Although we are continuing to execute our geographic expansion efforts, we anticipate that Q3 rental and service revenues will return to near Q1 levels. Looking beyond Q3, we continue to be encouraged by the robust pipeline of opportunities as we execute our growth strategy. On the product sales side, although it is always difficult to predict the timing of sales activity, we expect revenues will remain relatively in line with Q2 in the near-term, with the fourth quarter expected to benefit from the year end strength in the utility sector. In total, we expect Q3 revenues for the Industrial Solutions segment will pull back modestly to roughly $40 million. And with the seasonal slowdown in rental project activity as well as our ongoing investments to support our growth strategy, we expect operating margins to decline into the low to mid-teens for the third quarter, which should reflect the softest quarterly results for the year. Beyond Q3, we expect both revenues and operating margin will rebound in Q4, benefiting from the year end product sales demand and our ongoing penetration in the power transmission and other industrial markets. In Fluids Systems, we continue to expect our international markets will recover through the second half of 2021, ultimately returning to pre-COVID levels by the end of the year. With the lingering effects of COVID, particularly in the Middle East, we expect international revenues will increase by roughly 10% in Q3 with a more pronounced improvement in Q4. In addition, we expect to see strong quarter-over-quarter growth in North America in Q3, led by our robust recovery in Canada from the seasonal trough and the continued improvements in U.S. land. In the Gulf of Mexico, we expect Q3 revenues will remain fairly in line with the second quarter as a Q3 start-up on the second deepwater drillship will likely offset the decline in completion fluids products which are excluded from the recent contract award. In total, we anticipate our Fluids segment revenues will grow by a low-teens percentage in Q3, which should bring the segment closer to breakeven operating income for the quarter with a return to positive income expected in Q4. With regard to capex, we expect expenditures in the near-term will remain fairly limited with investments focused on growth opportunities within the Industrial Solutions segment. Corporate office expense is expected to increase by roughly $1 million from the Q2 level, largely reflecting the timing of long-term performance-based incentive expense along with the full lifting of salary austerity measures put in place during 2020. Overall, I'm pleased with the continuing progress we've made in the second quarter. Looking ahead, there are obvious ongoing market hurdles to navigate, including meaningful cost inflation as well as the elevated uncertainty regarding the impact of the COVID variants around the world. With that said, we remain encouraged by the longer term market fundamentals in all of the key industries that we serve, which we believe provides the opportunity for sustainable and profitable growth over the long-term. Further, with our very modest debt level and our capital-light Fluids business model, we are well positioned to fund growth objectives and generate strong free cash flow over the long-term. Our key priorities remain unchanged, beginning with our expansion and diversification of the Industrial Solutions business. As we continue to execute on our strategy, we're very pleased with the growing market awareness of the unique value proposition that we provide within the multi-billion dollar power transmission market. Benefiting from our strong utility sector growth, our Industrial Solutions segment contributed 35% of our first half revenues, while consistently generating strong profitability and returns. Expanding this business remains our highest priority, including expansion of our geographical reach and invest in the necessary capital to support our targeted growth plans. On the Industrial Blending operations, although we are disappointed by the shift in outlook that our primary customer is seeing in the demand for disinfectants and cleaning products, it's important to highlight that we view this reduction in near-term demand as a typical challenge for a new business. Over the past year, the surge in cleaning product demand associated with the fight against COVID, provided us an opportunity to quickly penetrate the Industrial Blending market and showcase our agility and capabilities. During a period of extreme urgency, our ability to move quickly, execute every facet of the manufacturing process and deliver quality and consistent products was met with extremely high praise from our customers. Our near-term priority for this business remains unchanged to capitalize upon our proven capabilities to build a diversified industrial and specialty chemical blending business. In Fluids Systems, we are proud of the efforts of our global team in reshaping the business, while maintaining the highest quality of service for our customers. Internationally, with the worst of COVID hopefully behind us, we feel we are well positioned to benefit from what many expect to be a robust multi-year growth cycle. It's important to note that prior to COVID, our international operations maintained a long history of stable and profitable performance. And despite the challenges of the past 18 months, we've continued to build upon our global relationships, expanding in key markets where we expect to play a meaningful role going forward. We've also added to our extensive resume and geothermal drilling, a small but growing area that we believe will see a tailwind in the energy transition. We expect our international Fluids growth will outpace North American market in the years to come, driven primarily by our extensive geographical footprint in the EMEA region and our expanding presence in Asia Pacific. In the U.S. Fluids business, while the market outlook continues to strengthen, we are taking further actions to scale the business for what we expect to remain a structurally smaller market in the future. In addition, with the U.S. oil and gas industry now benefiting from stronger commodity prices, our near-term focus also includes driving the much-needed price increases. We expect both of our cost and pricing actions on U.S. land will continue through the second half of the year as we strive to generate consistent cash flow and acceptable return on invested capital. ","qtrly loss per share $0.07. " "They are based on management's [Technical Issues]. We expect to file our 10-Q later today. As mentioned, this teleconference is being recorded and will be available on our website following the call. News media may also contact me. We look forward to see many of you at the American Gas Association Financial Forum in a few weeks. Please also contact me if you have any questions about the event or meeting with our management team. Well, our year is off to a great start. Our financial results are solid, and we continue to make progress on all key objectives. We reported net income of $1.94 per share in the first quarter that compares to net income from continuing operations of $1.58 per share for the same period last year. New rates in Oregon drove results of the Gas Utility along with continued healthy customer growth and improved results from our interstate storage business. I'm pleased with how all of our systems operated over the winter and specifically during the widespread cold snap in February. Our extensive resource planning and the value of our gas storage assets were proven once again. Our team successfully managed gas supplies to mitigate the impact of the event on customers and additionally through a third-party, we were able to optimize our gas supply portfolio, capturing asset management revenues, which aid results but also offset higher gas cost for our customers. While many areas of the country will experience significantly elevated bills, our customers are going to fare quite well. Our commitment to safety and reliability served Northwest Natural Water customers well in February also. Our water utilities operating in the Pacific Northwest served customers through the February event without disruption. In Texas, power outages resulted in freezing and bursting pipes on roughly half of our systems, but we were able to restore water service within 24 to 48 hours to all customers. Now a few notes on the economy. The COVID vaccine has been rolled out in all states that we operate, economic reports for our region continued to show good recovery and growth in several important areas. Oregon's unemployment rate was 6.1% in February, which is comparable to the national rate. Single-family housing activity remained strong. In the Portland metro region, home sales were up 7.4% from 2020 with price growth of about 12% on average. And new single-family permits issued were up 5.7% in Oregon over the last 12 months compared to the prior period. We continue to see good customer growth. New construction plus conversions translated into connecting over 11,000 meters during the 12 months ended March 31, which equates to a growth rate of 1.4%. Our water and wastewater utilities also continue to grow. Strong residential housing construction primarily in Idaho, Texas and Washington translated into a strong 3% growth rate. We also closed on tuck-in acquisitions this past year, leading to an overall customer growth rate of almost 6% -- actually 5.8% to be exact. Frank, over to you. I will begin today by discussing the highlights of first quarter 2021 results and conclude with guidance for the year. I'll describe earnings drivers on an after-tax basis using the statutory tax rate of 26.5%. As a reminder, Northwest Natural's earnings are seasonal with a majority of revenues and earnings generated in the first and fourth quarters during the winter heating months. For the quarter, we reported net income of $59.5 million or $1.94 per share compared to net $48.3 million or $1.58 per share of net income from continuing operations for the same period in 2020. The Gas Utility posted an increase of $0.19 per share and our other activities contributed an additional $0.17 per share compared to last year. Higher earnings at the Gas Utility were primarily related to new rates set in Oregon in November of 2020, offset in part by higher depreciation and general tax expense. Utility margin in the Gas Distribution segment increased $13.6 million as a result of the new rates and customer growth, which were partly offset by the $1.8 million greater loss from the gas cost incentive sharing mechanism as we purchased higher gas -- priced gas during the February cold weather event than was forecasted for the year. Utility O&M increased $2.1 million in the quarter, reflecting higher compensation and non-payroll expenses. Depreciation expense and general taxes increased $3.3 million. In addition to the impact of the higher pre-tax income, tax expense increased $1.7 million due to the net effect of the Oregon Corporate Activity Tax and the ongoing amortization of tax benefits from the Tax Cuts and Jobs Act. This impact is largely a timing matter, which will correct over the course of the year with no significant expected effect on net income. Net income from our other businesses increased $5.3 million due to $4.6 million of higher asset management revenues from the weather event as David mentioned. In addition, other businesses benefited from higher earnings at the water and wastewater utilities, from assets we acquired in Washington and Texas last year, as well as lower expenses at our holding company. Cash provided by operating activities was $137 million or an increase of $32 million compared to last year. We reinvested $64 million into the business, most of which was Gas Utility capital expenditures. Our balance sheet remains strong with ample liquidity. From an earnings perspective, the ongoing effects of COVID are largely limited to commercial customer disconnects and slightly lower usage from non-decoupled customers, as well as late fee revenues that will be recognized at a future date when we begin recovery. And as David noted, commercial customer accounts remained steady during the first quarter, even as we began normal collection practices. Furthermore, we have a good -- had a good response to past due notices with a substantial reduction in delinquent balances. We will continue to closely monitor usage levels and commercial customer losses and be disciplined in cost management. We are pleased to note that 97% of our commercial and industrial customers are current with their bills. The company reaffirmed 2021 earnings guidance today for net income in the range of $2.40 to $2.60 per share. The guidance assumes continued customer growth, average weather conditions and no significant changes in prevailing regulatory policies, mechanisms or outcomes or significant changes in laws, legislation or regulations. While our business model allows us to adapt to unforeseen challenges such as the coronavirus pandemic and the most recent weather event, while also delivering on our commitments to all of our stakeholders, our decisions are guided by our long-standing core values and those values inform our environmental, social and governance goals and actions. So today, I'll walk you through just a few of our priorities and progress. It's our greatest responsibility to our customers, our employees and the communities we serve. In the 1980s, Northwest Natural proactively created a pipeline replacement program with our public utility commissions. And by 2015, we had replaced all of our cast iron and bare steel pipe. We are one of the first local distribution companies to completely remove those legacy pipelines and, today, as a result, operate one of the most modern and tightest systems in the nation, but we remain vigilant. For example, we performed safety inspections on our transmission system at nearly three times the rate required by federal and state regulations. Our long-standing core value of environmental stewardship is also a driving force behind the choices we make every day in our operations in planning for the future. We believe climate change requires rapid innovation and collective action, which is why we're committed to reimagining the role of our system and the fuel we deliver. In 2016, we established a 30% carbon savings goal to be achieved by 2035 starting from a 2015 baseline. This goal is for our own operations and importantly, the use. It also includes the use of natural gas by our customers and I want to underscore, this is a very unique and aggressive voluntary goal as compared to others. It has been a catalyst for us to lead beyond our walls by building public policy coalitions that support innovation and new thinking. One example of that is the groundbreaking Oregon Senate Bill 98, which allows us to procure renewable natural gas, including hydrogen, for our customers here in Oregon. This law goes further than any other current law in the U.S. by outlining goals for adding as much as 30% renewables on the system by 2050. I'm proud to report that we made good progress on our carbon savings goal and results through 2020 show we are on track to meet or exceed that original target. Energy efficiency contributed nearly half of the savings achieved, with our voluntary carbon offset program also providing significant savings. And finally our producer emissions screening tool allows us to prioritize purchases from lower and medium producers and also contributed to the goal. The benefits we're reaping today are from programs and efforts that we began many years ago. It's a good reminder that having a vision and a commitment to pursue it is critical to realizing significant change, which is why we're not stopping there. We believe we can leverage renewables in our existing modern system along with other innovations to further decarbonize our system. Our vision forward is to be carbon-neutral energy provider by 2050. We know the current tools for driving to carbon neutrality, but this year, we are modeling multiple scenarios to better understand the different pathways. While we expect this analysis to evolve over time, having a start to specific roadmaps and options will allow us to begin advocating for additional policy support and putting programs and people in place for long-term success. We know our customers and communities value finding the right environmental solutions along -- among many other priorities, which is why we monitor customer satisfaction carefully to inform our work. And I'm pleased to report this is an area our employees continue to excel. Last year, Northwest Natural scored second in the West for large utilities in the J.D. Power Gas Utility Residential Customer Satisfaction Study and were named a Customer Champion by Escalent after placing second in the nation among electric and gas utilities in their most recent study. And finally, just a few weeks ago, Northwest Natural was also named an Environmental Champion among 140 of the largest utilities in a national study by Cogent. I am so proud of customers' recognition of our dedication and leadership in this area and extremely proud of our employees. Now a few items on our water utilities. As part of our focus to build a healthy, growing water business, we regularly invest in infrastructure improvements, such as pipe replacements, new wells and execute on multi-year plans for larger upgrades. In 2020, we worked to upgrade technology across our water platform, making it possible to proactively detect and fix issues that caused service interruptions. To build a culture of safety, we began implementing consistent safety standards and trainings across all locations. All of this preparation came into play with good results. In 2020, our water systems experienced no COVID-related service interruptions. And as I mentioned, our employees in Texas were able to quickly get systems back up and running during the February 2021 winter event. We're also staying focused on supporting our water utilities with a comprehensive analysis and assistance during rate cases. In 2020, we filed three rate cases and have already concluded one of those in Idaho. At the same time, we continue acquiring water utilities and expanding our water family. I continue to remain very excited about the investment potential and the growth opportunities in this business. And with that, Nick, I think we're ready to open it up for anybody that has any questions. ","compname reports q1 earnings per share $1.94. q1 earnings per share $1.94. compname says reaffirmed 2021 earnings guidance in range of $2.40 to $2.60 per share. " "They are based on management's assumptions, which may or may not occur. In addition, some of our comments today reference non-GAAP adjusted measures. We expect to file our 10-Q later today. [Operator Instructions] and will be available on our website following the call. Please note these calls are designed for the financial community. I hope you, your families, your work colleagues are safe and well. Like all of you, we continue to navigate these unusual times. Cities within our service territory began reopening in the second quarter. And like many parts of our country, we began seeing an increase in COVID cases in late July. But it has appeared to plateau lightly. Now more than ever, we are tapping into our core value of caring for each other and the communities we serve. From a business perspective, we continue to focus on providing safe and reliable service while ensuring the health and safety of our employees. We continue to benefit from a conservative business model with stable utility margins. A majority of our revenues have recovery mechanisms in place to weather normalize and to decouple margins. We also remain focused on efficient operations. That, combined with the decline in natural gas prices, has led to natural gas bills that are about 40% lower today than they were 15 years ago, which is very good news for our customers. The third leg to our strategy is to look for growth that fits our conservative risk profile. Most recently, this has been a new contractual revenue stream from the North Mist gas storage expansion and, of course, our water and wastewater businesses. Our solid business strategy allows us to adapt to unforeseen challenges, such as the coronavirus. And our core values of integrity, safety, caring, service ethic and environmental stewardship are the foundation and guiding principles for all we do. Safety continues to be a value at the forefront of our minds, and we remain vigilant during this pandemic regarding the safety of our 1,200 employees and, of course, the 2.5 million people that we serve. Our natural gas and water utilities are critical infrastructure. We've continued all essential options to provide reliable service while following relevant health and safety guidelines, including guidance from OSHA and the CDC. We've created a specialized field team that takes extra precautions when responding to calls where there's a known or suspected case of COVID. In the vein of caring and customer assistance, we temporarily stopped disconnecting customers and charging late fees on past-due bills. We are also providing financial assistance through a variety of programs, including our corporate philanthropy fund, easy for me to say, our gas assistance program, several state and federal programs and, of course, a special employee giving campaign. In June, we issued a $17 million bill credit to Oregon customers, which is a record amount under this sharing mechanism. At the same time, we continue to see strong customer growth. New construction plus conversions translated into connecting over 13,000 new customers during the last 12 months, which equated to a growth rate of 1.7%. While we can't predict the full economic effects of the pandemic, we continue to see mitigating factors for our business with our resilient business model, the timing of the onset of the pandemic and our conservative and efficient business operations. Not only do we care for customers, we also care deeply about our employees, and I am proud of how quickly our employees have adapted adopted rather, new safety procedures and embraced working remotely, all the while they have maintained the highest service and productivity levels. During this excuse me, we're also reminded of the importance of social justice in our workplace. As a company, we have publicly stated that racism in any shape or form is not tolerated at Northwest Natural. And for years, we have actively progressed in the anti-racism and equity agenda, not only internally with our employees, but also founding and supporting wider community diversity initiatives and meeting aggressive goals to provide business opportunities to minority and female-owned businesses. Today, our culture is one of accountability, creativity and collaboration that is inclusive and supports opportunities for all employees. This work is not easy, and there are no shortcuts. We are focused on continuous improvement and we'll keep fostering such an environment, building diverse workforce across all levels in our organization, providing equity in pay and development opportunities and ensuring inclusion so all voices are heard and respected. Now turning to the progress we've made related to environmental stewardship. I'm pleased to share that in July, we've reached an important milestone here in Oregon. Rulemaking was completed on groundbreaking renewable natural gas legislation, what we call Senate Bill 98, which enables us to put renewable natural gas, or RNG, on our system and take the next step in our state's energy transition. RNG is a zero-carbon resource produced from organic materials like food, agriculture and forestry waste, wastewater or landfills that can be added into the existing natural gas system. All forms of RNG are supported in the law, including renewable hydrogen. The law enables us to acquire RNG on behalf of Oregon customers and goes further than any other law by outlining goals for adding as much as 30% RNG into the state's pipeline system by 2050. It allows up to 5% of a utility's revenue requirement to be used to cover the incremental costs of RNG. Currently, that equates to about $30 million annually for Northwest Natural. Gas utilities are also allowed to rate base interconnections with the gas system and could include RNG facilities and rate base, if that is the lowest-cost option for customers. We're pleased to take this significant step forward with the support of the legislator legislature, governor and regulators. Last week, Northwest Natural and all parties in the Oregon general rate case filed a comprehensive stipulation with the Public Utility Commission of Oregon. The filing includes a $45.8 million increase in revenue requirement compared to a requested $71.4 million amount. This stipulation is based on the previously settled capital components, including a capital structure of 50-50 debt and equity and a return on Equity of 9.4% and a cost of capital of just under 7%. In addition, the stipulation reflects average rate base of approximately $1.45 billion. Northwest Natural's filing is subject to OPUC approval. And if approved, new rates are expected to take effect on November one this year. This is also the time that our revised purchased gas adjustment, or PGA, takes effect. This year's PGA forecasts a reduction to customers' bills, which offset the majority of this base rate increase we just settled on. We commend the commissioners and parties for their ability to continue working virtually under less-than-ideal conditions. I'll begin with a summary of our second quarter and year-to-date financials, and then discuss the key metrics and financial implications of COVID-19 on our business and guidance for 2020. I'll describe earnings drivers on an after-tax basis using the statutory tax rate of 26.5%. Our effective tax rate for the quarter was 24.6% as a result of the return of excess deferred income taxes to our Oregon customers. Also note that earnings per share comparisons were impacted by the issuance of 1.4 million shares in June of 2019 as we raised equity to fund investments in our gas utility. For the quarter, we reported a net loss from continuing operations of $5.1 million or $0.17 per share compared to net income of $2.1 million or $0.07 per share for the same period in 2019. The decline in earnings for the quarter reflects two key drivers. First, the second quarter results reflect the financial impacts of COVID-19 on margin, O&M and interest expense. We estimate the total impact of COVID-19 to be in about approximate to be approximately $4 million or $0.12 per share, most of which hit in the second quarter. We have recorded a deferral for a portion of these costs with an offsetting reserve until we have more clarity with regulators as to the recoverability of these costs. Second, last year's second quarter results benefited from the reversal of an earnings test reserved for environmental remediation expenses that we booked in the first quarter equal to $0.11 per share. Looking at the gas distribution segment. Utility margin decreased $1 million. Higher customer rates in Washington, customer growth and revenues from the North Mist expansion project contributed $2.9 million, which was more than offset by a $3.2 million increase in environmental remediation expense due to the reserve release in the prior year. COVID impacts on margin are estimated to be $1.5 million, including a $700,000 decline in revenues from lower late charges and disconnection fees as we temporarily and voluntarily suspended these charges in March. In addition, we experienced slightly lower usage from industrial and commercial use customers that were not decoupled. Utility O&M increased $2.8 million in the quarter as we incurred higher contractor service costs related to pipeline and meter safety as well as moving expenses as we transition to a new headquarters and operations center. In addition, compensation costs increased related to additional IT staff and higher wages under the new five-year union contract. Finally, O&M increased $200,000 due to the higher reserve for bad debt related to COVID. Depreciation expense and general taxes increased $2 million related to our continued investment in our system, including the North Mist gas storage facility, which was placed into rates in May of 2019. Interest expense increased $1.1 million related to several financings undertaken in March to increase cash on hand as a precautionary measure during a significant market period of significant market volatility amid the early stages of the pandemic. For the first six months of 2020, we reported net income from continuing operations of $43.1 million or $1.41 per share compared to net income of $45.5 million or $1.56 per share for the same period in 2019. Last year's results included a regulatory disallowance of $0.23 per share related to an Oregon Commission order. Excluding that disallowance, on an adjusted non-GAAP basis, earnings per share from continuing operations was $1.79 for 2019. The $0.38 per share decline is largely due to year-over-year growth in expenses and the effects of COVID-19. In the gas distribution segment, utility margin increased $100,000. Higher customer rates in Washington, customer growth and revenues from the North Mist expansion project contributed an additional $10.1 million. This was partially offset by lower entitlement and curtailment fees related to pipeline constraints in 2019 and warmer weather in 2020 compared to 2019, which collectively reduced margin by $4.9 million. The remaining $5.2 million decline in utility margin is a result of the March 2019 Oregon order related to tax reform and pension expense. With the exception of the first quarter pension disallowance, this order has no impact on net income as offsetting adjustments were recognized through expenses and income taxes, as I'll describe in a moment. Utility O&M and other expenses declined $6.9 million during the first six months of 2020. This decrease is the result of accounting entries associated with the 2019 Oregon order, which resulted in $14 million of additional expense in the first quarter of 2019, as discussed previously. This was offset by a $5.8 million increase in underlying O&M related to the cost drivers I described in the quarterly results. Over the last several years, we have invested in our gas system at historically high levels, and we placed the North Mist gas facility into service. As a result, depreciation expense increased $4.9 million. Finally, 2019 utility segment tax expense included a $5.9 million benefit related to implementing the March order with no significant resulting effect on net income. Net income from our other businesses declined $1.5 million from lower asset management revenues due to less favorable market conditions. Now regarding the financial effects of COVID-19. While our business model is resilient and the initial timing of the event occurred after Northwest Natural's peak heating season, we are experiencing some financial impacts related to the pandemic. Through June 30, we have an estimated $4 million of combined incremental costs and lower revenues. Based on our experience to date and expectations for the future, we'll closely monitor the following items. First, we continue to track commercial customer losses as a result of businesses closing their doors and today have not seen a significant change or near-term implications on customer growth, but it is still very early in the economic contraction. Second, we are also monitoring the loss of late fee revenue and potential bad debt expense. We have doubled our reserve for bad debts from $800,000 in June 2019 to $1.6 million at June of 2020. Third, we have experienced some decline in industrial and large commercial customer usage, but have not seen a substantial reduction to date. As discussed, we took several steps to improve our liquidity position by increasing cash on hand. As a result, we had over $470 million of cash at the end of the first quarter. As market conditions have improved, we reduced that to $137 million. While there is an incremental interest costs associated with these financings, we believe it is relatively inexpensive insurance given the volatility in the market. We've applied for regulatory deferrals to recover certain of these costs and are working closely with our regulators to reach agreement on the type and amount of costs that will be eligible for recovery. In addition, we are taking actions to ensure we are operating effectively and efficiently, and these savings also moderate the impact of COVID. In summary, second quarter results are coming in about where we expected them to be, and we continue to monitor this evolving situation as we approach the next heating season. Today, we reaffirm guidance for the continuing operations in the range of $2.25 to $2.45 per share and guide toward the lower end of the range due to the potential implications of COVID-19. Guidance also assumes continued customer growth, average weather conditions and no significant changes in prevailing regulatory policies, mechanisms or outcomes or significant laws, legislation or regulations. Finally, this guidance excludes any gain related to the sale of Gill Ranch and associated operating results. These items are reported in discontinued operations. We continue to monitor the impact of the pandemic on our capital programs. At this time, we do not expect a material change in our capital expenditure range of $240 million to $280 million. We are anticipating some lower expenditures related to customer acquisition due to the economic downturn, but the majority of our capex is maintenance in nature and includes some large projects that have already begun. While we continue to focus on day-to-day operations, we're also advancing key long-term objectives. As I mentioned earlier, we strive to provide stable earnings while adding new earnings streams with similar risk and cash flow profiles as our regulated gas utility. We believe the regulated water utility sector fits this profile and aligns with our core capabilities. Furthermore, the investment potential is promising as the water industry is highly fragmented, and in many cases, these utilities have not been able to adequately invest in their infrastructure. To that end, in 2017, we began building our water utility business, and I'm very proud of the progress we've made to date with regulatory policies, mechanisms. While we've seen some decline in activity lately due to travel restrictions related to COVID, so far, in 2020, we closed several transactions, including Suncadia in Washington State and our first water utility in Texas. In addition, we continue to execute on our tuck-in strategy and around our existing systems. Just a few days ago, we closed our first municipal transaction in Idaho, acquiring water and wastewater utilities near our falls water system in Idaho Falls and signed another agreement to acquire a small water system in the region. Cumulatively, we've invested $110 million in this space. Operationally, the water utilities continue performing well amid the pandemic. We leveraged our natural gas expertise to follow best practices regarding health and safety guidance for COVID, provide centralized resources and planning as well as provide a larger, stronger balance sheet. The ability of our water utilities to work together along with our gas utility during this crisis further validates our roll-up strategy. In closing, our company has weathered many things in the last 162 years, and I'm confident in our ability to handle the challenges at hand. I stand behind our commitment to customers to provide safe and reliable service, and I believe in our regulated business strategy and the resilience of this team. ","compname reports q2 loss per share $0.17 from continuing operations. q2 loss per share $0.17 from continuing operations. northwest natural - reaffirmed 2020 gaap earnings guidance from continuing operations in range of $2.25 to $2.45 per share. " "I'll now discuss the financial results. We reported revenue of $230.1 million during the first quarter of 2021, which represents an increase of 17.1%, compared to $196.6 million during the first quarter of 2020. The increase was primarily the result of increased demand for our products across all product lines and operating segments. We reported net income of $7.9 million or $0.24 per diluted share for the three months ended January 31, 2021, compared to $10,000 or $0.00 per diluted share during the three months ended January 31, 2020. The increase in net income was somewhat offset by a $6.7 million increase in SG&A during the quarter, $4.6 million of which was related to the valuation of our stock-based comp awards, mainly due to an increase in our stock price, and $1.6 million of which was due to higher medical claims. On an adjusted basis, net income increased to $9 million or $0.27 per diluted share during the first quarter of 2021, compared to $1.2 million or $0.04 per diluted share during the first quarter of 2020. The adjustments being made to earnings per share are for restructuring charges, certain executive severance charges, loss on the sale of plant, accelerated D&A, foreign currency transaction impacts and transaction and advisory fees. On an adjusted basis, EBITDA for the quarter increased by 55.4% to $24.3 million, compared to $15.7 million during the same period of last year. The increase is largely due to operating leverage from higher volumes. From a margin standpoint, this increase represents adjusted EBITDA margin expansion of approximately 260 basis points. Moving on to cash flow and the balance sheet. Cash used for operating activities was $3.4 million during the three months ended January 31, 2021, and compared to $3.7 million for the three months ended January 31, 2020. While our free cash flow was negative, this is typical for the first quarter of each year, and we did show improvement compared to last year. In fact, we did not need to borrow on our revolver during the quarter and still managed to both repay $5 million in bank debt and repurchase approximately $1.9 million of our stock. Our balance sheet is strong, our liquidity position is solid, and our leverage ratio of net debt to last 12 months adjusted EBITDA is unchanged at 0.6 times as of January 31, 2021. We will remain focused on managing working capital and generating cash as the year progresses. We will also continue to be opportunistic with respect to repurchasing our stock. Based on our strong first-quarter results and ongoing conversations with our customers, we are raising our expectations for the year and now expect approximately 12% sales growth in our North American fenestration segment, approximately 5% sales growth in our North American cabinet components segment and approximately 22% sales growth in our European fenestration segment. We're now comfortable providing the following full-year 2021 guidance: Net sales of $945 million to $965 million; adjusted EBITDA of $112 million to $122 million; depreciation of approximately $33 million; amortization of approximately $14 million; SG&A of approximately $105 million. Note that this is higher than previously expected due to an increase in stock-based comp expense and more normalized medical costs; interest expense of $3 million to $4 million; a tax rate of 26% to 27%; capex of about $30 million; and then free cash flow of approximately $60 million. If you adjust for the expected increase in SG&A, the implied incremental adjusted EBITDA margin is in the mid-20% range. So we feel it would be necessary to provide some direction on a quarterly basis. From a cadence perspective for Q2, on a consolidated basis, we expect net sales to be up approximately 25% year over year. We believe the strongest revenue growth and margin expansion in Q2 will likely come from our European fenestration segment, since our plants in the U.K. were shut down in March of last year and didn't come back online completely until May. Looking ahead, on a consolidated basis, we currently expect net sales growth of approximately 12% year over year in Q3. And due to the tough comp, we may not see any growth in Q4. In addition, again, on a consolidated basis, it could prove challenging to realize margin expansion in the second half due to inflationary pressures, increased stock-based comp expense and a normalization of medical expenses. To summarize, on a consolidated basis for the full year, we currently expect to generate net sales growth of approximately 12% year over year to the midpoint of guidance, while maintaining adjusted EBITDA margin in the low 12% range. Demand for our products during the first quarter of 2021 proved to be even stronger than our expectations. And I'm very pleased with the results in what is traditionally our weakest quarter. We remain steadfast in our pursuit of operational excellence, cash flow optimization and improving return on invested capital throughout all segments of our business. Continued success on all these efforts will create further value for our shareholders and should position the company well for any opportunities that may arise in the future. Prior to discussing the segment detail, I'd like to provide some color on the macroeconomic conditions of the markets we serve. Overall, we are still experiencing high demand across all of our product lines. In North America, the new construction market remains strong and sales of existing homes, which is a key indicator for repair and remodel also remains healthy. Specific to cabinet components, the semi-custom segment, which is the main segment we serve, is starting to show growth above that of the stock segment. As a matter of reference, there was a significant shift in market share away from the semi-custom segment to the stock segment over the past few years. So the recent KCMA data is encouraging in that it shows the semi-custom segment gaining ground over stock. and Germany remains robust despite the strict and ongoing COVID-related measures. We believe the demand is strong because many international markets remain underbuilt with an infrastructure that is aging, and regulatory requirements on energy efficiency align very well with our product offering. We also believe demand in Europe and the U.K. is being favorably impacted by the continued shift of the discretionary income away from travel and leisure activities into home improvement projects. Although we remain optimistic on macroeconomic conditions in all the markets we serve, we also see some challenging headwinds. We are seeing increased inflationary pressures on most of our major raw material input costs, as well as some large dollar expense items such as freight. These pressures were recently exasperated due to the severe winter weather in Texas and along the Gulf Coast, which caused delays and shortages of key chemicals, feedstocks and energy supply. As a reminder, for the most part, we have contractual pass-throughs for the major raw materials we use in North America, but there is often a lag depending on the contract, anywhere from 30 to 90 days. We do not have these contractual pass-throughs in Europe and the U.K. So our ability to pass on any increases through price becomes more important. And for the most part, we've been very successful in doing just that. Another current headwind is the availability of labor. Company wide, we have approximately 400 open positions, which equates to roughly 10% of our global workforce. This is an issue that is not unique to Quanex, and it's impacting manufacturing operations in many different markets and industries. In some of our plants, this issue has resulted in high levels of overtime, extended lead times and even customer allocations in some limited circumstances. I will now provide my comments on performance by segment for our fiscal first quarter. And as a general statement, results were outstanding in each of these operating segments. Our North American fenestration segment generated revenue of $128.1 million in Q1, which was $17.7 million or approximately 16% higher than prior-year Q1. Strong demand across all product lines, share gains in our screens business and increased capacity utilization on our vinyl extrusion assets, all contributed to the above market performance. Adjusted EBITDA of $16.4 million in this segment was $7.7 million or approximately 88% higher than prior-year Q1. Volume-related operating leverage, the implementation of annual pricing adjustments, operational improvements and lower SG&A, all contributed to the improved performance year over year. Our European fenestration segment generated revenue of $49.1 million in the first quarter, which is $12.3 million or approximately 34% higher than prior year. Excluding foreign exchange impact, this would equate to an increase of approximately 28%. and Continental Europe remains strong. Adjusted EBITDA of $10.7 million, resulted in margin expansion of approximately 660 basis points year over year. Volume-related impacts, timing of pricing actions and operational improvements more than offset inflationary pressure toward the end of the quarter. Our North American cabinet components segment reported net sales of $54 million in Q1, which was $4 million or approximately 8% better than prior year. Demand for our cabinet components products was solid throughout the quarter as the market continued to see strength in new construction and R&R. Adjusted EBITDA was $3.3 million in this segment which represents margin expansion of approximately 330 basis points compared to prior year. Increased volume and benefits realized from new assets put into service last year were the primary drivers of improvements in the quarter. Unallocated corporate and other costs were $6 million for the quarter, which is $5.4 million higher than prior year. As Scott mentioned, the primary drivers of this increase were stock-based compensation expense related to share price appreciation, along with higher medical expenses, as our employees have started to feel more comfortable going back to their doctors. It is also worth noting that we realized the benefit for medical cost in Q1 of last year. As I mentioned earlier, we remain focused on operational excellence, cash flow optimization and improving return on invested capital throughout all segments of our business. Our continued progress on these fronts is driving results and has allowed us to continue to strengthen our balance sheet by paying down debt further during a quarter where we have historically been a net borrower. In summary, macro data points for our business are positive. We are executing on our plan and performing well from an operational standpoint, and our orders remain strong. As such, on a consolidated basis, we are confident in our ability to deliver low double-digit revenue growth this year while maintaining adjusted EBITDA margins in the low 12% range, despite the increasing inflationary pressures. And with that, operator, we are now ready to take questions. ","compname posts quarterly earnings per share of $0.24. quanex building products corp qtrly diluted earnings per share $0.24. quanex building products corp qtrly adjusted diluted earnings per share $0.27. quanex building products corp- qtrly net sales $230.1 million versus $196.6 million. quanex building products - raising expectations for year and now expect approximately 12% sales growth in north american fenestration segment. quanex building products corp sees fiscal 2021 net sales of approximately $945 million to $965 million. quanex building products corp - expect will generate between $112 million and $122 million in adjusted ebitda in fiscal 2021. " "I'll now discuss the financial results. Net sales increased by 6.3% during the fourth quarter of 2020, mainly due to increased demand for our products across all of our operating segments. Conversely, net sales decreased to $851.6 million for the full-year 2020, compared to $893.9 million in 2019. The decrease was largely due to lower volume-related to the COVID-19 pandemic in 2Q and 3Q. More specifically, in addition to softer demand in North America and Continental Europe during the early stages of pandemic. were closed in compliance with government orders in late March. And manufacturing operations at those plants did not restart until mid- to late May. However, volume increased significantly in June across all product lines and net sales in July through October exceeded prior year on a consolidated basis. We reported net income of $22.2 million or $0.68 per diluted share for the three months ended October 31, 2020, compared to a net loss of $30.9 million or $0.94 per diluted share during the three months ended October 31, 2019. For fiscal 2020, we reported net income of $38.5 million or $1.17 per diluted share, compared to a net loss of $46.7 million or $1.42 per diluted share for fiscal 2019. The reported net losses in 2019 were primarily attributable to a $44.6 million noncash goodwill impairment in the fourth quarter of last year and a $30 million noncash goodwill impairment in the second quarter of last year both in the North American cabinet components segment, mainly due to lower volume expectations related to the shift in the market from semi-custom to stock cabinets and customer-specific strategy changes. On an adjusted basis, net income was $22 million or $0.67 per diluted share during the fourth quarter of 2020, compared to $14 million or $0.42 per diluted share during the fourth quarter of 2019. Adjusted net income was $40.7 million or $1.24 per diluted share for fiscal 2020, compared to $31.4 million or $0.95 per diluted share for fiscal '19. The adjustments being made to earnings per share are for restructuring charges, certain executive severance charges, noncash asset impairment charges, accelerated D&A, foreign currency transaction impacts and transaction and advisory fees. On an adjusted basis, EBITDA increased by 14.3% to $39.4 million in the fourth quarter of 2020 and compared to $34.4 million in the fourth quarter of last year. For the full-year 2020, adjusted EBITDA increased by almost 2% to $104.5 million, compared to $102.7 million in 2019. The increase in earnings for the three months ended October 31, 2020, were mainly due to higher volumes, improved operating leverage and lower raw material costs. The increases in earnings for the 12 months ended October 31, 2020, were primarily driven by a decrease in SG&A expenses, mainly due to lower medical costs. I'll now move on to cash flow and the balance sheet. Cash provided by operating activities was $100.8 million for the 12 months ended October 31, 2020, which represents an increase of 4.6% when compared to $96.4 million for the 12 months ended October 31, 2019. We generated free cash flow of $75.1 million in 2020, compared to $71.5 million in 2019. As a result of our strong free cash flow profile, we repurchased $7.2 million in stock and repaid $39.5 million of bank debt during fiscal 2020, $35 million of which was repaid in the fourth quarter alone. Our balance sheet is healthy. Our liquidity position is strong and getting stronger, and our leverage ratio of net debt to last 12 months adjusted EBITDA improved to 0.6 times as of October 31, 2020, which is 50% lower than where we exited fiscal 2019. In fact, the interest rate on our revolver will drop by another 25 basis points to the lowest tier, which is LIBOR plus 125 basis points. Overall, on a consolidated basis, this should equate to net sales of approximately $900 million to $920 million, and we expect to generate between $108 million and $118 million in adjusted EBITDA in fiscal 2021. This guidance assumes no adverse impact from the ongoing COVID-19 pandemic. We intend to concentrate on executing our 2021 plan with a continued focus on creating shareholder value. For modeling purposes, it's appropriate to make the following assumptions for 2021. Depreciation of approximately $33 million, amortization of approximately $14 million, SG&A of $95 million to $100 million, interest expense of $3.5 million to $4.5 million and a tax rate of approximately 26%. From a capex standpoint, we expect to spend about $30 million in 2021. We've been very good at managing working capital and have implemented a number of successful systemic changes over the past two to three years. However, now that all of these fundamental systemic changes are in place, it will be more difficult to realize a benefit from working capital moving forward. Our goal is to generate free cash flow of approximately $60 million in fiscal 2021. We are extremely pleased with our fourth-quarter and full-year 2020 results, especially considering the uncertainty that has existed since the beginning of the pandemic. The full-year 2020 results were like a roller coaster ride. The year started very strong before COVID began to impact operations during our second quarter. The pandemic caused uncertainty at all levels of our business, slowdowns across all of our product lines and temporary plant closures in the U.K. Then volumes rebounded swiftly midway through the third quarter, which has continued through year-end. We ended 2020 with record order and sales levels in October. As Scott mentioned, we generated net sales of $851.6 million in 2020, which was 4.7% lower than 2019. However, even with the lower volume in sales in 2020, we were able to increase adjusted EBITDA on a consolidated basis. The increase was driven by our continued focus on operational improvements, along with SG&A reductions. Also, in a renewed effort to improve our return on invested capital metric over time, we have implemented various processes designed to improve capital efficiency, reduce costs and really scrub the expected returns on our capital projects. In fact, over the course of the last three years, we have significantly improved ROIC, and we plan to stay the course and expect further improvement in this metric in the coming years. It has been a challenging year for everybody. And I am very proud of what the Quanex team has accomplished. From a macro perspective, the markets we operate in are all showing robust activity despite the ongoing challenges presented by COVID. Pre-pandemic, we strongly believe that the U.S. housing market was underbuilt. Fast forward to today, and you can see a growing migration from urban to suburban living, low existing housing inventory, low mortgage rates, and what appears to be a pickup in millennial household purchases. Given all these factors, we believe the stage is set for what should translate into continued high demand for building products for the foreseeable future. In addition, travel restrictions and quarantine requirements have impacted discretionary spending choices and funds that historically might have been used for travel and leisure, appear to now be getting diverted into the repair & remodel of existing home spaces. In the cabinet markets, we continue to see growth in total cabinet demand, as well as stabilization in the shift from semi-custom to stock segments. According to KCMA data, the semi-custom cabinet market grew by 5.7% in the quarter, which compares favorably to the 5.9% growth we reported in our North American cabinet components segment. If you adjust for the customer that exited the cabinet business in late 2019, this operating segment grew by over 9% in 4Q. Year to date through October, the semi custom market is down 3.9% versus the same period of 2019, primarily due to the negative demand impact the pandemic had in 2Q and 3Q. Revenue in our North American cabinet components segment decreased by 8.5% year over year. But if you adjust for the customer that exited the business, we were well in line with the market for the full year. and Continental Europe markets remain at record levels. The repair and replacement market in Europe is being fueled by dynamics that are similar to the U.S., both in terms of being underbuilt and in terms of benefiting from ongoing travel restrictions and diversion of discretionary spending. The repair and replacement market is a clear beneficiary of these dynamics and that is the market we primarily serve. In addition, our products fulfill the governmental energy efficiency mandates that exist in these markets, so windows and doors that are replaced, our products meet all specifications and requirements. Despite Brexit and COVID-related concerns, we still anticipate mid single-digit growth in our European fenestration segment in 2021. I will now discuss quarterly segment results, which are highlighted by the fact that we saw margin expansion in each of our three operating segments. Our North American fenestration segment reported revenue of $142 million in Q4, which was down only slightly from prior-year fourth quarter. Solid demand across all product lines was offset by the loss of one vinyl profile customer that occurred on January 1, 2020. Absent this loss, the segment grew at 3.9% year over year in Q4, which compares favorably to industry shipments. Adjusted EBITDA of $23.8 million in this segment was $1.1 million or 4.8% better than prior-year fourth quarter. volume-related impacts, favorable material costs and lower SG&A more than offset the higher levels of overtime and start-up costs associated with our new screens plant in Pennsylvania. We generated revenue of $56.8 million in our European fenestration segment in Q4, which was $13 million or 29.6% higher than prior year or up 36.6% after excluding the foreign exchange impact. As mentioned on our third-quarter call, sales rebounded quickly in June and July after the COVID-related shutdowns expired. The uptick in volumes continued throughout Q4 and resulted in record quarterly revenue levels for the segment. Adjusted EBITDA of $13.4 million in Q4 was also a record quarter and represents margin improvement of approximately 460 basis points over prior year. This margin expansion was driven by higher volumes in the related operating leverage plus favorable material pricing. Our North American cabinet components segment reported net sales of $57.5 million in Q4, which was 5.9% better than prior year. Strong demand, combined with opportunities created by supply chain disruptions in the cabinet Component import markets continued into the quarter, and we have been successful in capitalizing on some of those opportunities. Adjusted EBITDA for the segment was $4.6 million, which represents an increase of 53.8% compared to prior-year fourth quarter. Volume benefits, combined with favorable raw material pricing, better wood yields and lower-than-anticipated medical expenses all contributed to favorable performance during the period. Finally, unallocated corporate and SG&A costs were $2.9 million higher than prior-year fourth quarter. The primary drivers of the higher expenses were higher incentive true-ups, combined with the decision to make a discretionary bonus payment to all of our employees that do not participate in a formal incentive plan. As we look ahead to 2021, we remain very optimistic on our view of market dynamics and macro fundamentals. Like everyone else, we know we will need to continue navigating pandemic-related challenges in the near term. But we are encouraged by the recent vaccine news and excited to finally begin seeing some light at the end of this tunnel. As Scott stated earlier, we expect to deliver net sales of $900 million to $920 million and adjusted EBITDA of $108 million to $118 million in 2021. We will continue to invest in the business while still expecting to generate approximately $60 million of free cash flow. We've worked very hard to position Quanex to succeed, and with our strong balance sheet and cash flow profile, our focus will remain on improving returns on invested capital and generating free cash flow. We will also have a renewed focus on revenue growth since we now have a more stable base and tailwinds in the markets that we serve. In summary, we have continued to execute successfully on our strategy, which has put us in a strong financial position to capitalize on potential future opportunities, even in this uncertain pandemic environment. We feel the macroeconomic indicators should provide us with tailwinds that when combined with our expected operational execution, will make for another solid year in 2021. We look forward to another year of strong performance as we continue to focus on ways to create further shareholder value. And with that, operator, we are now ready to take some questions. ","qtrly diluted earnings per share $0.68. qtrly adjusted diluted earnings per share $0.67. on a consolidated basis, believe net sales to be about $900 million to $920 million in fiscal 2021. on a consolidated basis, expect co will generate between $108 million and $118 million in adjusted ebitda in fiscal 2021. " "On the call today, we have Meredith Kopit Levien, President and Chief Executive Officer; and Roland Caputo, Executive Vice President and Chief Financial Officer. These statements are based on our current expectations and assumptions, which may change over time. Our actual results could differ materially due to a number of risks and uncertainties that are described in the company's 2020 10-K and subsequent SEC filings. Given the impact of the COVID-19 pandemic had on our business in 2020, we will also present certain comparisons of our operating results in 2021 to 2019, which we believe, in many cases, provides useful context for our current year results. [Technical Issues] on our path to scaling direct, paying subscriber relationships. We now have more than eight million paid subscriptions across our digital and print products, a testament to the success of our strategy, the strength of the market for paid digital journalism and our unique opportunity to meet that demand. That milestone follows the second quarter with strong revenue and profit growth, modest net subscription additions and progress on our -- advancing our underlying model. Total subscription revenue grew 16% in the quarter, the largest year-on-year subscription revenue gain in more than a decade. Advertising revenues surged compared with the same period last year. The combined strength in these two revenue streams more than offset cost growth, and as a result, we recorded $93 million in adjusted operating profit, a 78% improvement compared to the same quarter in 2020. We saw moderated growth in net subscription additions in the second quarter, which we expected given that Q2 is traditionally our softest of the year, and we were comparing against last year's historic results at the beginning of the COVID crisis. We added 142,000 net digital subscriptions with roughly half in News and the balance in Cooking and Games. We continue to expect that our total annual net subscription additions will be in the range of 2019, although that remains difficult to predict with precision. Our advertising performance was better than expected, with total revenue up 66% year-on-year. As with subscriptions, the biggest factor in the gain in advertising amortize up nearly 80% year-on-year and more than 22% over the same period in 2019. It was also another strong quarter for demonstrating the breadth, reach and impact of our journalism with unparalleled coverage of the devastating events in South Florida, the political crisis in Haiti and the still surging pandemic. Pulitzer prizes were announced in June and The Times was the only news organization to win more than one this year. Pulitzer writer Wesley Morris won the Pulitzer for commentary for his urgent and moving essays exploring the intersection of race and culture. And for the seventh time in our history, The Times won the Pulitzer Prize for Public Service, journalism's highest honor, for our coronavirus beverage. This body of work is the quintessential example of the expansive journalism The Times can uniquely deliver. More than 1,000 journalists contributed to our coronavirus reporting, as did many others across the company, including engineers, data scientists, product designers and product managers. The work of our data journalism team, in particular, is worth noting. The Times launched an around-the-clock effort to track every known coronavirus case in the U.S. and made that data publicly available. That coverage continues to fill a vacuum that has helped local governments, healthcare workers, businesses and individuals better prepare through each stage of the pandemic and has also brought us new audiences who rely on and return to our products repeatedly. Demonstrating the strength of our journalism across platforms and subject matters, in mid-July, The Times was nominated for the Primetime Emmy Award for Best Documentary for our film, Framing Britney Spears. The film ignited intense scrutiny of court-ordered conservatorships and continues to resonate with audiences globally. We produced it as part of our New York Times Presents series, a partnership with FX that was recently extended. I'll turn now to our underlying revenue drivers in the quarter and share some specifics about the work ahead. As we've said in prior calls, we expect to feel the effects of comparing our results against last year's heightened news cycle for the remainder of the year. And we believe that while the news cycle will continue to have significant effects on our subscription growth, we are increasing our control over the levers of the model. Our audience in the second quarter was below the historic highs of 2020, driven largely by declining engagement with the COVID story domestically. But as we saw last quarter, our average weekly audience was larger than in the same period in 2019 and every prior period. For the second quarter in a row, we were also pleased to see readers engage across a broader range of storylines than they did last year. We view this as a positive leading indicator of future net subscription additions as we have seen that experiencing the breadth of our report correlates with paying and staying. We're leaning into that breadth both within our core news experience and across our adjacent products like Cooking, Games and Wirecutter, by experimenting more aggressively with programming to expose more of our audience to the full value of The Times. With sustained strength relative to 2019 and prior years in overall audience and with more than 100 million registered users, we are also experimenting more aggressively and we believe more successfully on our customer journey and access model. And as our pace of new registrations continues to be healthy, we have now begun to focus even more on getting registered users to subscribe and to engage more deeply once they do. That experimentation with our access model has given us increasing insight into when our readers are ready to subscribe, which in turn is leading to higher conversion rates. As a result, our digital monthly net subscription additions have grown each month since lows in March. We believe we have additional room to optimize conversion as we strengthen engagement in key areas like newsletters and our growing body of live experiences. Last quarter, we noted that the newest cohort of news subscriptions appear to be retaining slightly less well than in the past, which contributed to a small increase in overall churn. Q2 domestic news churn was unchanged from the first quarter and remains at a comfortable level. While we experienced an uptick internationally in noncore markets, we believe our churn overall is generally at a healthy level. We also believe that our increased focus on subscriber engagement and on making the subscriber experience clearly superior to registered and anonymous experiences will help maintain healthy churn levels. And we remain confident in our overarching approach to graduating subscribers from promotional prices to step up and full prices. We continued in the last quarter to lay the groundwork for a more strategic bundled subscription offering that has the potential to be more widely appealing and uniquely valuable to millions of people in their daily lives. Throughout the quarter, we ran tests on our all digital access bundle, which combines News, Cooking and Games. These tests demonstrated that there is meaningful demand for the bundle and that those who choose it are better at retaining than those who subscribe to only one product. Building on these promising results, we plan to do more testing around pricing, positioning and marketing of the all digital access bundle in the second half of the year. And this fall, we plan to launch our paid subscription product for Wirecutter and experiment further with Audm, both of which over time have the potential to widen the appeal and value of a Times bundle. Given the opportunity we see, an addressable market of at least 100 million people who are expected to pay for English language journalism and a unique moment in which daily habits are up for grabs, we are continuing to invest in the value of our individual products and the broader bundle. That includes investing thoughtfully into our news operations to cover the most important stories of our time and to meet more news needs. It means investing into our adjacent products to meet a broader array of life needs as we have done with Cooking and Games, each of which is now closing in on one million subscriptions. And it means investing to build the underlying tech product experience and company culture required for us to scale. We believe these investments will enable us to grow our market share and also to build a larger and more profitable company over time. I'll turn briefly now to the drivers of advertising growth. Our ad business is no doubt benefiting from an advertising market recovery, but we also believe we're seeing the effect of the groundwork we laid to build competitive advantages. Those advantages include our robust first-party data targeting capabilities, our large and growing suite of hit podcasts and our ability to create unique multi-platform collaborations that help marketers launch new ideas and products into the world. Now before I turn things over to Roland, let me share an update on the company's ongoing emphasis on an investment in building out a world-class digital product development team. As we focus on scaling our strategy of journalism worth paying for, our ability to attract, develop and retain top talent in areas well beyond journalism is paramount. This is especially the case in engineering, which is now one of our largest business side functions. Jason joins our other highly talented Times leaders who is steering our digital product development work to its next phase of growth. While subscription unit growth was modest in the quarter, substantial growth in both subscription and advertising revenues, which were a result of fundamental strength in the underlying business, delivered strong financial results, especially when compared with the muted results from the second quarter of 2020. Adjusted diluted earnings per share was $0.36 in the quarter, $0.18 higher than the prior year. We reported adjusted operating profit of approximately $93 million, higher than the same period in 2020 by $41 million and higher than 2019 by $37 million which is an important comparison point given the impact that the pandemic had on our 2020 results. We added 77,000 net new subscriptions to our core digital news product and 65,000 net new subscriptions to our stand-alone digital products for a total of 142,000 net new digital-only subscriptions. As of the end of the quarter, we had approximately 930,000 Games subscriptions and approximately 830,000 Cooking subscriptions. The international share of total new subscriptions remained at 18% as of the end of the quarter. Total subscription revenues increased 15.7% in the quarter. As Meredith said, this is the highest rate of subscription revenue growth in well over a decade, with digital-only subscription revenue growing more than 30% to $190 million. Digital-only subscription revenue grew as a result of the large number of new subscriptions we have added in the past year, continued strength and retention of the $1 per week promotional subscriptions who graduated to higher prices, and finally, the positive impact from our digital subscription price increase, which began late in the first quarter of 2020. Digital news subscription ARPU for the quarter increased approximately one percentage point compared to the prior year and nearly five percentage points compared to the prior quarter, which marks the first quarter with a positive year-over-year result since 2013. This improvement was primarily a result of subscriptions graduating from their introductory price to either a full price or an intermediate step up price in the quarter as well as the continued benefit from price increases on our more tenured full price subscriptions. ARPU related solely to domestic news subscriptions increased approximately 1.5 percentage points versus the prior year and nearly five percentage points versus the prior quarter. We continue to expect to demonstrate pricing power throughout 2021 as the impact from subscriptions graduating from discounted promotions and the price increase on tenured digital subscription continues to provide a tailwind to digital news ARPU throughout the year. Print subscription revenues increased more than 1% as home delivery revenues benefited from the first quarter price increase, which more than offset declines in subscription volume. Total daily circulation declined 4.5% in the quarter compared with prior year, while Sunday circulation declined approximately 1%, which represents a significant improvement in the recent trend following the steep declines experienced as a result of the widespread business closures and a decrease in commuting of travel as a result of the pandemic. As compared with 2019, print subscription revenues declined 5.5%, as single-copy and international bulk sale copy declined, while revenue from domestic home delivery subscriptions was flat. Total advertising revenues increased more than 66% in the quarter as digital advertising grew nearly 80%, while print advertising increased by 48%, largely as a result of the impact of the comparison to weak advertising revenues in the second quarter of 2020 caused by reduced advertising spending during the COVID-19 pandemic. Digital advertising was also growing by our proprietary first-party targeted ad products and expanded audio product portfolio. Versus 2019, digital advertising grew 22% as a result of higher direct sold advertising, including traditional display and audio. Second quarter digital advertising revenue exceeded the guidance we gave in early May, largely as a result of better-than-expected performance from larger technology and financial services advertisers spending heavily on our targeted and audio products. Meanwhile, print advertising increased 48% as compared with 2020, primarily driven by growth in the luxury, media, technology and entertainment categories. Despite this impressive level of year-on-year growth, print advertising revenue lagged 2019 by 33%. Other revenues increased nearly 9% compared with the prior year to $47 million, primarily as a result of an increase in Wirecutter affiliate referral revenue. It's worth noting that midway through the second quarter, we began printing The Wall Street Journal, Barron's and The New York Post out of our College Point production facility significantly increasing utilization of the company's wholly owned printing plant. Adjusted operating costs were higher in the quarter by approximately 15% as compared with 2020 and 6.5% higher than 2019. Cost of revenue increased approximately 9% as a result of growth in the number of newsrooms, games, cooking and audio employees, other costs associated with audio content, a higher incentive compensation accrual and higher subscriber servicing and digital content delivery costs. This was partially offset by lower print production and distribution expenses. Sales and marketing costs increased approximately 35%, driven primarily by higher media expenses, which has been reduced dramatically last year in light of the historically strong organic subscription demand experienced in the early months of the COVID-19 pandemic. When compared to 2019, sales and marketing costs decreased 14% as a result of lower advertising sales costs, partially attributable to a workforce reduction that we enacted in the second quarter of 2020, as well as lower media expenses. Media expenses in 2021 was 14% lower than in 2019. It's worth noting that third quarter 2020 media expenses were also significantly favorable compared to 2019, which will make for another difficult comparison in the third quarter of 2021. Product development costs increased by approximately 28%, largely due to growth in the number of engineers employed and a higher incentive compensation accrual than we had recorded in the second quarter of 2020. I'll again reiterate that we plan to continue adding to head count in this area over the foreseeable future, as we expect to continue leaning into investments in product development as well as on our core news and stand-alone products to drive growth. General and administrative costs increased by 6%. And when you control for severance and multiemployer pension withdrawal obligation costs, G&A costs would have increased by 19%, largely due to increased head count in support of employee growth in other areas, higher outside services and a higher incentive compensation accrual. Our second quarter cost growth came in at the low end of the guidance we issued on our first quarter call in early May, largely as a result of slower-than-expected hiring for our growth initiatives in a tight labor market. We had one special item in the quarter and nearly $4 million charge resulting from the early termination of one of our tenant's leases in our headquarters building, as we add space to accommodate growing head count to support our growth initiatives. Our effective tax rate for the second quarter was approximately 25%. As we've said previously, we expect our tax rate to be approximately 27% on every dollar of marginal income we record with significant variability around the quarterly effective rate. Moving to the balance sheet, our cash and marketable securities balance ended the quarter at $947 million, an increase of $56 million compared to the first quarter of 2021. Company remains debt-free with a $250 million revolving line of credit available. Now let me conclude with our outlook for the third quarter of 2021. Total subscription revenues are expected to increase approximately 13% to 15% compared with the third quarter of 2020 with digital-only subscription revenue expected to increase approximately 25% to 30%. Overall advertising revenues are expected to increase approximately 30% to 35% compared with the third quarter of 2020 and digital advertising revenues are expected to increase approximately 40% to 45%. Other revenues are expected to increase approximately 5%. Both operating costs and adjusted operating costs are expected to increase approximately 18% to 20% compared with the third quarter of 2020 as we continue investment into the drivers of digital subscription growth and comp against another quarter of low spending last year as a result of actions taken during the first year of the pandemic. And with that, we'd be happy to open it up to questions. ","q2 adjusted earnings per share $0.36 from continuing operations. paid digital-only subscriptions totaled about 7,133,000 at end of q2 2021, net increase of 142,000 subscriptions versus end of q1 2021. total subscription revenues in third quarter of 2021 are expected to increase about 13% to 15% versus third quarter of 2020. total advertising revenues in third quarter of 2021 are expected to increase about 30% to 35% compared with third quarter of 2020. other revenues in the third quarter of 2021 are expected to increase about 5% compared with the third quarter of 2020. continue to expect that total annual net subscription additions will be in the range of 2019. " "Speaking on the call will be Ocwen's chief executive officer, Glen Messina; and Chief Financial Officer June Campbell. You should bear this uncertainty in mind when considering such statements and should not place undue reliance on such statements. We believe these non-GAAP financial measures provide a useful supplement to discussions and analysis of our financial condition and an alternate way to view certain aspects of our business that is instructed. Non-GAAP financial measures should be viewed in addition to and not as an alternative for the company's reported results under accounting principles generally accepted in the United States. So we'll get started with some highlights for the third quarter. I'm really proud of what our team has accomplished and really appreciate all their hard work. We delivered strong GAAP net income and adjusted pre-tax income, and our ROE exceeded guidance largely due to strong top-line performance. I believe this demonstrates the strong operating leverage we have in our business. This was our eighth consecutive quarter of positive adjusted pre-tax income. Our team continues to execute well against our operating objectives, strong originations growth and servicing additions, solid operational execution, and performance. Cost reduction is tracking ahead of targets. We also closed our planned call rights transaction for the third quarter and have deployed more than 50% of MAM's investment commitment. October as well, we had some milestones. So in October, we closed our acquisition of the RMS reverse mortgage servicing platform. And also in October, I'm pleased to announce that we exceeded our recapture rate objective. We continue to make solid progress on our actions to expand our addressable market. We're growing in higher-margin channels, services, and products giving us strong momentum, and the RMS platform acquisition gives us access to a potential $86 billion reverse mortgage subservicing market, which is an exciting new growth opportunity for us. And finally, we continue to navigate a volatile and unpredictable environment, and I'll talk a bit more about that later. Originations again delivered really solid performance against our operating objectives. We closed $20 billion in total servicing additions in the third quarter with very strong performance in subservicing additions. With the closing of the TCB acquisition, correspondent volume doubled versus last quarter. The TCB team is off to a really strong start, and I'm so glad to have them with us and appreciate the contributions they're making to the business. We're seeing great results from our actions to grow subservicing. We secured $20 billion in new awards and expect this volume to commence boarding in the fourth quarter. Our subservicing pipeline has never been more robust. Our top 10 prospects represent roughly $63 billion in opportunity, and our total prospect pipeline has grown to slightly over $200 billion. We're excited about this activity level and believe we have a very compelling value proposition. I'll spend a little bit more time on our subservicing value prop a little bit later. Our enterprise sales approach and the TCP acquisition have allowed us to grow our base of sellers to 700 at the end of Q3. That's roughly 2.5 times over third quarter last year, and we're continuing to grow. Nondelegated and Best Efforts delivery services were rolled out as expected, and we're seeing steady adoption as well. Our Ginnie Mae product mix is improving. It's up to about 10% of total originations, excluding co-issue, we're still well below industry mix in Ginnie Mae. So I believe we have room for improvement here. We recently attended the MBA, Mortgage Bankers Association Annual Convention and client attendance at our meeting room exceeded our expectations, and the response to the quality of our team and operating execution was very positive. We look forward to serving them and supporting new clients as we expand our addressable market. Our Consumer Direct team continues to improve recapture performance. We did see a little bit of slippage in the third quarter versus the second quarter due to accelerated runoff in select client portfolios versus Q2. That said, we saw a very strong recovery in October with refinance recapture rate achievement of 36%, which is a milestone for us and a huge congratulations to our recapture team. We believe we're on track to meet our 30% refinance recapture rate objectives in the fourth quarter. Overall, our originations team is making terrific progress against their objectives for this year, and they're energized for the fourth quarter and for 2022. The team continues to make strong progress growing higher-margin products, channels, and services. These actions do help us expand our addressable market, as well as deflect margin pressure, as industry buying mobiles contract. Year over year, consumer direct volume in both forward and reverse is up 61%, both forward and reverse delivered record retail funding and lock volumes in October. The marketing eligible population for our forward recapture business increased about 43% from the second quarter to the third quarter. And we now have roughly 174,000 loans where borrowers could save $100 or more per month by refinancing, and our team will be focused on trying to help these borrowers. Total reverse originations were up 86% year over year. Team is executing very well. Our reverse market share is up from 6.5% in third quarter 2020 to 7% in third quarter 2021, and this compares to about 4.2% in the third quarter of 2019. So great progress by the team, growing our share and our business. In forward correspondent, we have meaningful opportunity to grow our best efforts and non-delegated delivery services. Our team is focused there, and we've launched those recently. Today, these services are just a fraction of the levels we see across the industry generally. Our long-term goal is to get best efforts in non-delegated to roughly 25% to 30% of volume and about 40% to 50% of our gain on sale revenues. In servicing, continuing to improve cost and customer experience are the key objectives for us, and the team is performing really well. To achieve these objectives, we're focused on moving the needle in four key areas: technology, process simplification, scale, and portfolio composition. The results have been good so far. Overall, servicing operating costs are down roughly 25% from third quarter 2020 levels, and we've already achieved our full year target for 2021. Technology is a big driver for us, and our technology agenda has a three-part focus. That's reduce cost, improve execution and improve the customer experience. We believe our actions to improve client borrower and investor experience are critical elements to support our growth and recapture rate objectives over the long run. And with technology as the enabler, we can reduce cost and improve execution at the same time. In terms of scale, we've increased our total servicing UPB about 33% versus the third quarter of 2020. And our percentage of prime servicing is now 70% of our total servicing UPB. In terms of portfolio composition, increasing the percentage of agency loans is helping to increase average loan balance and decrease delinquencies, both of these trends will improve our ratio of operating expenses as a percent of UPB. We believe we have tremendous operating leverage in our servicing platform, and we're focused on increasing scale by growing our own servicing and subservicing. Again, here, the team continues to perform very well in several areas. Average beat of answer and call abandonment rate continued to outperform the industry average as reported by the MBA. Our average speed of answer is just a fraction of the MBA average, and abandonment rates are roughly half the industry average. We continue to be laser-focused on supporting borrowers who are exiting forbearance and helping them understand their options. We believe the best path for the homeowner and the investor is to find what works within investor guidelines to keep the consumer in their home. In this regard, we outperformed the industry as reported by the MBA, relating to the percentage of borrowers with an agency loan who exit forbearance with the reinstatement or loss mitigation solution in place. Between September 2020 and June 2021, roughly 93% of our borrowers who exited forbearance had a reinstatement or loss mitigation plan in place, and that compares to the industry average of 83%. And what that means is about 7% of our borrowers on forbearance have exited without a reinstatement plan or a loss mitigation solution versus over 17% for the industry. Based on the MBA data, we're delivering 20% more loss mitigation solutions for homeowners versus the industry average. And again, I believe this demonstrates how our servicing capabilities deliver superior performance for homeowners and investors. NPS is up 6 points over third quarter 2020, and that's even with the impact of boarding over 280,000 loans in the third quarter onto our servicing platform and helping over 4,700 borrowers exit forbearance. Also worth noting, Moody's and S&P upgraded our servicer quality assessment as Master servicer, along with Fitch -- and along with Fitch, all three affirmed our servicer ratings. Some of the key strengths noted by the agencies were our reporting and remitting processes, proactive servicer oversight in master servicing, management and organization, industry experience, multiple levels of internal controls, and our diligent response to the pandemic, as well as our enterprisewide risk and compliance management framework. We've put significant effort into diversifying our servicing revenue streams over the last two years. Our focus has been on growing own servicing, growing our subservicing, and taking advantage of ancillary or intrinsic revenue streams in our business, Ginnie Mae EBO gains at call right opportunities. These efforts have paid off as the percentage of our servicing revenue derived from the NRZ subservicing agreement has been reduced by more than 50%. It's now just 17% of our revenues. From a loan count perspective, the NRZ loans are down to 33% of the total as, compared to 54% in third quarter of last year, and the NRZ loans also comprise about two-thirds, 67% of our total nonperforming loans as of the third quarter of 2021. EBOs and call rights continue to be an opportunity for us. We settled our planned call rights transaction in the third quarter, involving seven deals, and we're pleased with the results. As of the third quarter of 2021, our call rights, our owned call rights were approximately 121 deals. And we estimate the near-term opportunity for call rights that could potentially be actionable is about 30 to 40 deals. Market appetite for seasoned non-agency loans remain strong, and there is sustained activity from other legacy non-agency servicers. With respect to our previously announced fourth quarter transaction, we received a request from the trustee Deutsche Bank asking us to pause the cleanup calls. They wanted to confirm the call price, met the requirements of underlying PSAs. We believe the call price we've calculated is consistent with the applicable PSAs in our course of conduct with Deutsche Bank and relevant third parties and with established industry practice. We intend to work with Deutsche Bank in their analysis, including if Deutsche Bank chooses to seek input from a court of competent jurisdiction. Meanwhile, we have agreed to pause our calls to allow that analysis to take place. Regarding EBOs, we realized $12.3 million in EBO gains year-to-date third quarter with loans now emerging from forbearance, we expect to see an increase in EBO activity as loans are modified throughout 2022. We believe we've built a best-in-class servicing platform for performing and special servicing with capacity for growth that can offer a compelling value proposition to existing and prospective clients. During 2020 and 2021, we performed an end-to-end review of our platform and capabilities against what we believe are client expectations. Based on this review, we believe our platform delivers best-practice performance levels for clients across six C's of performance. These include competency, putting the client first, customer centricity, technology-enabled capabilities, a well-staffed bank-grade risk, and compliance model and a strong value-based culture that underpins everything we do. We've made several investments in bar and client-facing technology to address the needs of clients and consumers and to streamline our business and improve the ability for consumer and client self-service. We can offer swift onboarding, responsive service to our clients and consumers. And as we covered on Pages 7 and 8, industry-leading operating performance. We believe our operations can deliver superior total cost and service-level performance versus our peers. And we've been rewarded for the investments we've made in our platform. We've secured $28 billion of subservicing additions in the last 12 months. We secured $20 billion in new awards in the third quarter, and we have a $63 billion opportunity with our top 10 prospects and a potential prospect pipeline of $200 billion and growing. With the closing of RMS as well, we are positioned to enter the $86 billion reverse mortgage servicing market once the integration is complete. So while these opportunities do have a longer sales cycle, I'm nonetheless very excited about the opportunity we have here. Generally, this year, industry volume levels continue to be very robust, certainly as compared to historic levels of both forward and reverse. We continue to deal with incredible interest rate volatility in August. The 10-year treasury rate was trading at 117 basis points. By quarter end, it was 153. It's now in the high 140s. So it's been volatile. We are seeing non parallel interest rate movements, as well as mortgage to treasury spread compression, and discount margin volatility in reverse as well. These risks are not covered by our hedging program, and we did feel the effects of this in the third quarter. June will talk a little bit more about that later. Consensus industry forecast is for rising rates and about a 28% average reduction in industry origination volumes. This is based upon the consensus of Fannie Mae, Freddie Mac, and MBA forecast. That said, 2022 projected volume levels are still relatively high compared to historic levels, especially in the 2018, 2019 time frame. Reverse mortgage endorsement volume remained strong and is expected to remain strong compared to last year. In a contracting market, we would expect some continued pressure on originations margins until capacity -- excess capacity in industry could be eliminated. That said, margins were roughly stable in the third quarter. With rising rates, we would expect increased servicing profitability and MSR values as payoffs and runoff -- portfolio runoff decreases. And we also expect perhaps some M&A and bulk purchase opportunities may emerge as market participants consider exiting as the origination market contracts. And we also expect to see the agencies buy box expand a bit with higher loan limits and support for first-time and low- to moderate-income buyers. To address the dynamic environment, we're focused on a few straightforward strategies, prudent growth by expanding our client base, product, services, and addressable markets. continuing to drive best-in-class operating performance to deliver superior value proposition to clients, investors, and consumers, providing a service experience that delivers on our commitments, enhancing our competitiveness through scale and low cost aggressively pursuing our subservicing opportunity pipeline, and expanding into reverse subservicing. And lastly, continuing to be prudent in bulk purchases through MAV and M&A opportunities to increase scale and capabilities. By now, you're familiar with our key operating objectives for 2021, and we're well on our way to achieving our targets. In each of the five categories, we believe we've got strong momentum. And our key operating objective framework will remain the same for 2022. We are targeting over $100 billion in total owned servicing and subservicing additions. We're targeting to maintain recapture rates over 30% with the long-term objective of industry best practice levels by investor type. Continuous cost and process improvement is part of our DNA, and we're driving base cost and variable cost productivity improvement to support our competitiveness. We're targeting roughly another 1-basis-point reduction in servicing and overhead opex as a percent of UPB from third quarter 2021 levels. Industry-leading operation execution and delivering on our commitments to clients, borrowers, and investors is a critical component of our value proposition. So this will continue to be a focus and emphasis for us in 2022 and beyond. And for 2022, we're targeting about 50% growth in subservicing additions and harvesting embedded EBO and call rights income to diversify and grow our revenue. Consistent with our operating objectives this year, we continue to target low double-digit to mid-teen after-tax operating ROEs in 2022. We reported $37 million in adjusted pre-tax income and 32% in adjusted pre-tax ROE. This is the eighth consecutive quarter of positive adjusted pre-tax income. Net income in the quarter was $22 million, including $27 million in unfavorable notables, largely driven by MSR fair value changes from higher actual prepayments than modeled, Negative effects of basis risk, partially offset by higher market interest rates net of hedging. We achieved 19% after-tax GAAP ROE exceeding our low double-digit to mid-teen guidance. Our earnings per share was $2.35, beating analyst consensus by over two times. On the top right bar chart, you can see that we're delivering on our growth objectives and cost leadership. Revenue increased 38% year over year, largely due to higher servicing fees on an additional $66 billion in UPB and executing the call right transactions. Operating expense as a percentage of average UPB was favorable year over year after absorbing cost to maintain capacity for both the new bulk volume reported in August and September, incurring temporary interim subservicing expense on MSR bulk acquisitions and as I mentioned previous quarters, carrying excess costs during foreclosure moratorium and expectation of borrower need. Equity increased to $470 million, and book value per share increased $2 to $51 per share. This slide demonstrates that our balanced business model is operating well with originations growth replenishing our servicing portfolio more than offsetting runoff. The replenishment rate in the quarter was 170%. On the left side of the slide, you can see that volume is up across all channels, approximately 77% versus the same quarter last year. Adjusted pre-tax income was impacted by lower revaluation gains on MSR cash window and flow purchases and expected margin normalization. You can see on the margins graph, Consumer Direct margins increased slightly versus last quarter but lower than this time last year. Mix-adjusted correspondent lending margins were relatively flat versus last quarter. The adjustment in the second quarter correspondent margins is attributed to gains recognized in the second quarter on certain loans that were acquired under favorable circumstances, resulting in higher than market average margins for these loans. Adjusting for these loans, second quarter margins were consistent with the first quarter at approximately 12 basis points. As Glen mentioned, we're growing higher-margin products, channels and services, which we believe will help deflect margin pressure as industry volume levels contract. On the right side of the slide, you can see the results in our Servicing segment from building scale. Third quarter total servicing UPB is $248 billion, a $62 billion increase over the third quarter of 2020. The Subservicing plus NAV UPB, and as you know, we began subservicing NAV this quarter, doubled year over year, largely replacing the NRZ UPB decline. NRZ UPB concentration dropped from 46% to 24% year over year. We expect this trend to accelerate as we grow subservicing for other clients in NAV. Servicing adjusted pre-tax income of $41 million was largely driven by higher servicing fees from higher UPB, expanding servicing revenue with approximately $23 million in call right gains, as well as cost leadership. You saw earlier that servicing operating costs are down 3 basis points year over year, and we expect continued improvement, which I'll show you on the next slide. This is our road map page. We told you last quarter that we were positioned for a step function change in profitability in the second half of the year, and we delivered on this in the third quarter with GAAP earnings and 19% ROE. This is our operating framework for 2022 assuming a stable interest rate environment and no adverse changes in market conditions or legal and regulatory environment. The page is broken down by our operating objectives in the origination, servicing, and corporate segments. I'll provide a few highlights, but please let me know if any of you want to review in more detail separately, and I'd be happy to. We reflect the full quarterly impact from the bulk transactions closed in June we talked about last quarter. flow MSR volume was redirected to MAV in the third quarter, and we continue to grow performing subservicing, which results in a mix shift to higher-margin consumer direct and reverse channels. We expect EBO, call rights, and other revenue diversification in the range of $20 million to $25 million, and the segments continue to achieve productivity targets. A couple of comments just to wrap up before questions. We had a great quarter, delivered really strong financial performance. I'm proud of how the team is executing and we're excited about the opportunities ahead. We're demonstrating a solid track record of delivering on our operational and financial commitments and continued development of our balanced and diversified business model. We're focused on a few straightforward strategies to navigate this dynamic market environment, prudent growth by expanding client base product services to expand addressable markets. superior value proposition to clients, investors, and consumers through best-in-class operating performance, providing a service experience that delivers on our commitments and enhancing our competitiveness through scale and low cost. I'm proud of what our team accomplished in the third quarter and very appreciative of all their efforts. ","ocwen financial q3 earnings per share $2.35. compname says subservicing sales pipeline grew to more than $200 billion in quarter. q3 earnings per share $2.35. " "Joining us today are: Brian Chambers, Owens Corning's Chairman and Chief Executive Officer; and Ken Parks, our Chief Financial Officer. Refer to the Investors link under the Corporate section of our homepage. Please reference slide 2 before we begin, where we offer a couple of reminders. We undertake no obligation to update these statements beyond what is required under applicable securities laws. I hope all of you on the call are staying healthy and safe. Over the past year, I'm pleased to say that our team has consistently risen to the challenges that fundamentally impacted not only our businesses and markets, but the ways we work and live. While many of those challenges continue to affect our daily lives, they are no longer unprecedented. We've learned to be more agile to adapt and respond to changing market condition, demonstrating that strong execution and an uncompromising commitment to our people and our customers can drive exceptional performance even against this backdrop. We certainly demonstrated this in the first quarter, delivering great operational and financial results by leveraging our market leading positions, unique product and process technologies and enterprise operating model to capitalize on strong or improving market conditions. , before turning it over to Ken, who will provide additional details on our financial performance. I will then come back to talk about our business outlook for the second quarter and share our perspective on key markets. As always, I will begin my review at safety, where our collective focus remains working together to keep each other, our customers and our suppliers, healthy and safe. During the first quarter, we maintained a very safe environment with an RIR of 0.64, which is in line with our full year 2020 performance. More than half of our facilities across the globe have remained injury-free for more than a year. Financially, we delivered record first quarter revenue of $1.9 billion, an increase of 20% compared with the first quarter of 2020, up 18% on a constant currency basis; and adjusted EBIT of $282 million, which is more than double what we reported for the same period last year and a record for any first quarter historically. Our global teams continue to execute well, delivering outstanding financial results in a dynamic market environment, demonstrating the earnings power of our company. Our performance during the quarter was driven by good volumes, broad price realization and strong manufacturing efficiencies across all our businesses, resulting in an adjusted EBIT margin for the company of 15%, with all three of our businesses posting double-digit EBIT margins for the third consecutive quarter. During the quarter, we saw broad strength across many of our end markets. Specifically, the US residential housing market continues to run at a robust pace, with both repair and remodeling activity and new construction growth driving strong demand for our products. In addition, we continue to see many of our global markets as well as our commercial and industrial end markets improved throughout the quarter. While market conditions have certainly turned more favorable, our operating priorities, investments and execution have positioned us to deliver these strong financial results. Across the enterprise, we continue to invest in select growth and productivity initiatives to service our customers and improve our operating performance. Within Insulation, we are investing in automation and process technologies to create a lower cost, more flexible manufacturing network in our residential insulation business as we commercially position ourselves to benefit from a strong housing market. In addition, we continue to invest in new Insulation materials and systems in nonresidential applications to expand our global product offering. In our Composites business, we are investing to grow in higher-value downstream applications, such as building and construction, wind energy and infrastructure. And we remain focused on optimizing our low-cost manufacturing network to service key markets such as North America, Europe and India. And in roofing, we continue to leverage our vertical integration model to develop innovative products and systems, while expanding our roofing components offering and strengthening our partnerships with contractors and distributors, to help grow their businesses with our products and brands. All of this work is enabled by our enterprise operating model, which leverages our commercial strength, material science capabilities and global operating scale, to expand our growth opportunities, improve our operating efficiencies and generate strong free cash flow. On the talent front, we recently announced the appointment of two great executives. First, I'd like to congratulate Dr. Jose Mendez Andino on his recent promotion to Chief Research and Development Officer. Material science research and product and process innovation are fundamental to what we do and how we deliver value as a company. Jose will play a key role in leading our efforts to increase our innovation pipeline and ensure we are helping our customers win and grow in the market. She joins us from Nordson Corporation where she served for 8 years, most recently as their General Counsel. Gina brings more than two decades of experience working across multiple industries and will be a valuable partner to both me and our entire executive team. Another highlight I would like to share is the recent publication of our 15th annual sustainability report titled, Beyond Today Shaping Tomorrow. We began our sustainability journey nearly 2 decades ago. And over the years, our goals have evolved and expanded well beyond environmental sustainability. Today, they are built on three key pillars: expanding the positive impact of our products, reducing our environmental footprint and increasing our social impact. We are proud of our progress and our accomplishments over the past decade across all of our 2020 sustainability goals, particularly our progress on climate action, where we have reduced absolute greenhouse gas emissions from our operations by 60% since our peak year despite adding several material acquisitions along the way. In our recently published 2030 goals, we are committed to further reduce these emissions by another 50%. This will result in 2030 absolute greenhouse gas emissions being 75% below our peak. At the same time, we are also committed to a 30% reduction in our scope 3 emissions as we focus on making a positive impact throughout our supply chain. Sustainability is core to our purpose and will continue to be an important driver and differentiator for our company moving forward. As Brian commented, Owens Corning delivered outstanding financial results in the first quarter. Strong top line growth, 400 basis points of gross margin expansion and continued operating expense discipline drove record first quarter adjusted EBIT, along with an adjusted EBIT margin of 15%. The stronger earnings, combined with a continued focus on working capital management and capital investments, resulted in healthy free cash flow generation in the quarter. While benefiting from market conditions that are broadly stronger than they were a year ago, continued solid execution across the business was fundamental to driving this performance. As anticipated, we're managing a more inflationary environment, primarily related to materials and transportation. Positive price realization and manufacturing productivity more than offset the inflation headwind in the quarter. Maintaining this positive balance remains a focus as we move through this inflationary environment. Now turning to slide 5. We can take a closer look at our results. For the first quarter, we reported consolidated net sales of $1.9 billion, up 20% over 2020 with double-digit revenue growth in all 3 segments, reflecting the robust US residential housing market and the continued strengthening of commercial and industrial markets. Adjusted EBIT for the first quarter of 2021 reached $282 million, up $166 million compared to the prior year and was highlighted by all 3 segments continuing to deliver double-digit EBIT margins. Adjusted earnings for the first quarter were $183 million or $1.73 per diluted share compared to $67 million or $0.62 per diluted share in Q1 2020. Depreciation and amortization expense for the quarter was $119 million, up slightly compared to the prior year. Our capital additions for the first quarter were $60 million, up $6 million as compared to Q1 2020. We'll continue to be disciplined in our capital spending as we focus on delivering strong free cash flow and prioritizing investments that drive growth and productivity. Slide 6 reconciles our first quarter adjusted EBIT of $282 million to our reported EBIT of $301 million. During the quarter, we recognized $20 million of gains on the sale of certain precious metals. Ongoing progress on our productivity initiatives and manufacturing process technology has enabled us to further modify the designs of our production tooling and reduce certain precious metal holdings. In addition, we recorded $1 million of restructuring costs associated with the Insulation network optimization actions that we initiated in the fourth quarter of 2020. These items are excluded from our adjusted first quarter EBIT. Slide 7 provides a high-level overview of our first quarter adjusted EBIT comparing 2021 to 2020. Adjusted EBIT of $282 million was a new first quarter record for the company and increased $166 million over the prior year. Roofing and Insulation more than doubled their EBIT and Composites grew by 80%. Before turning to the review of each of our businesses, I want to speak to the onetime financial impacts we had from the winter storms in February. Each of our businesses faced operational disruptions related to the storms. However, these were offset in each of the businesses by gains on renewable energy settlements. As we discussed at the time of our year-end call, these impacts were contemplated in our first quarter guidance. Now, turning to Slide 8. I'll provide more details on the performance of each of the businesses. The Insulation business executed well to deliver strong growth on both the top and bottom lines. Sales for the quarter were $700 million, a 16% increase over first quarter 2020. We saw volume strength across the business as US new construction continued to be robust, and many of the commercial end markets we serve globally continue to strengthen. In North American residential Fiberglas Insulation, we continue to ship all we can produce as the US new residential market remains very healthy. We saw volumes up in line with the expectations we had at the time of our last call and continue to see positive pricing as a result of the actions that we've taken over the past three quarters. I'm happy to share that we started up our batts and rolls lines in Kansas City in February and continued to ramp up production as we move through the quarter. In technical and other insulation, we saw volume up across the business with our highly specified products, continuing to see growth in demand in North America and Europe. Pricing continues to be stable, and we saw a benefit from currency translation in the quarter. For the Insulation business overall, good execution in our manufacturing operations partially offset continued transportation headwinds and accelerating material inflation. We delivered margins of 12% and EBIT of $82 million more than double the $39 million of EBIT in the first quarter of last year. The Composites business had a strong start to the year. Sales for the first quarter were $559 million, up 13% compared to the prior year. Stronger-than-expected volume growth in the quarter resulted from demand for downstream applications serving the building and construction and wind markets as well as demand in key geographies where our local supply for local demand model is being valued by customers and drove higher volumes compared to the prior year. We also saw positive price realization in Composites, resulting from our most recent contract negotiations and the strength of the markets. Operationally, solid manufacturing performance offset headwinds from material and transportation inflation. For the quarter, Composites delivered $79 million of EBIT and EBIT margin of 14%. Slide 10 provides an overview of our Roofing business. The Roofing business produced its strongest first quarter top and bottom line performance as we continue to operate in a sold-out environment. Sales in the first quarter were $711 million, up 28% compared to the prior year. The US asphalt shingle market grew 26% for the quarter as compared to the prior year with our US shingle volumes, slightly outperforming the market. We're seeing strong realization on our announced price increases and price costs remained positive as asphalt deflation continued to narrow through the quarter, and we started to face into transportation inflation. Similar to the other 2 businesses, strong manufacturing performance was a fundamental element of the Roofing business results. For the quarter, EBIT was $156 million, up $92 million from the prior year, achieving 22% EBIT margins. Turning to Slide 11. I'll discuss significant financial highlights for the first quarter and full year 2021, continued discipline around management of working capital, operating expenses and capital investments resulted in strong cash flow. In addition, we didn't experience the seasonal working capital build that we typically see in the first quarter of the year due to robust demand across our businesses. Free cash flow for the first quarter of 2021 at $120 million, up $264 million compared to the first quarter of 2020. It was a record for a first quarter. During the first quarter of 2021, we repurchased 1.6 million shares of our common stock and returned $197 million of cash to shareholders through stock repurchases and dividends. With the strong cash performance and last year's deleveraging activities, we maintain a solid investment-grade balance sheet and are operating within our target debt to adjusted EBITDA range with ample liquidity. At quarter end, the company had liquidity of approximately $1.7 billion, consisting of $605 million of cash and nearly $1.1 billion of combined availability on our bank debt facilities. We remain focused on consistently generating strong free cash flow, returning at least 50% to investors over time and maintaining an investment-grade balance sheet. Now, turning to 2021 outlook for key financial items. I'll point out that there are no changes from our initial outlook provided in February. General corporate expenses are expected to range between $135 million and $145 million. Capital additions are expected to be approximately $460 million, which is below expected depreciation and amortization of approximately $480 million. We continue to focus on opportunities to support our businesses at a sustained lower level of capital intensity over time. Interest expense is estimated to be between $120 million and $130 million. And we expect our 2021 effective tax rate to be 26% to 28% of adjusted pre-tax earnings and our cash tax rate to be 18% to 20% of adjusted pre-tax earnings. We're closely monitoring potential changes to the US tax landscape and will be proactive to mitigate the long-term effect on our cash tax rate. Our first quarter performance provided a strong start to the year. As we look forward, we expect the US residential repair and remodeling and new construction end markets to remain robust with our commercial and industrial markets continuing to strengthen. While the COVID-19 pandemic continues to create market uncertainty, our teams are performing at a high level, producing results that demonstrate the earnings power of our company and position us well to continue building on this outstanding performance. Given the strength of our key markets and our continued operational performance, we expect the company to generate another quarter of significant revenue and earnings growth in the second quarter versus prior year. Consistent with prior practice, I'll focus my business outlook comments on our expectations for Q2. In each business, we expect prior year comparisons to be impacted by pandemic-related market responses, which affected our production and volume shipments last year. Starting with Insulation, we continue to see strength in new U.S. residential construction. Given the decline in North American residential Fiberglas Insulation shipments last year during the second quarter, we expect those sea shipments to grow about 25%, with pricing continuing to improve from realization of our April increase. Given our outlook for inflation, we have also recently announced an 8% price increase effective June 28. In our technical and other building insulation businesses, we are seeing volumes recover to pre-COVID levels. In the second quarter, we expect our volumes to be up mid-teens as we see increasing demand for our products in global building and construction applications. Pricing in these businesses is expected to remain relatively stable to slightly up. In terms of inflation, we expect material and transportation cost increases we faced in Q1 to continue in a more meaningful way in the current quarter, partially offset by ongoing strong manufacturing productivity. Additionally, we anticipate benefits of approximately $30 million from better fixed cost absorption on higher production volumes. Given all this, we expect EBIT margins to improve sequentially, approaching mid-teens for the quarter. Moving on to Composites; we expect our volume growth to continue at a strong pace, up approximately 30% versus the prior year. Pricing is also expected to improve low to mid-single digits year-over-year. Margins should benefit from the reversal of roughly $30 million of curtailment cost we saw in the second quarter of 2020. Consistent with the broader industry trend, inflation will represent a more meaningful headwind for the business, which we would expect to partially offset through productivity gains. On a sequential basis, EBIT margins in Q2 are expected to be similar to the first quarter. And in Roofing, we expect the market to be up between 15% and 20%, with our volumes up mid to high single digits. We anticipate our volume growth will trail the market growth due to the strength of our shipments in Q2 of last year. Roofing pricing is expected to improve with the announced increase of 5% to 7% that was effective at the beginning of this month. From an inflation standpoint, we expect to face more significant headwinds in asphalt cost and other material inputs, particularly resin used in our components business. Given this, we have recently announced an additional price increase of 4% to 6% effective in mid-June. Overall, we expect EBIT margins to increase sequentially from Q1, approaching mid-20%. With that view of our businesses, I'll turn to a few key enterprise areas. Our team remains committed to generating strong operating and free cash flow. In terms of capital allocation, our priorities remain focused on reinvesting in our business, especially productivity and organic growth initiatives. Returning at least 50% of free cash flow to shareholders over time through dividends and share repurchases and maintaining an investment-grade balance sheet. In addition, we are also evaluating investments in bolt-on acquisitions that leverage our commercial, operational and geographic strengths and expand our building and construction product offering. Overall, we are well positioned to capitalize on near-term market opportunities as well as several longer-term secular trends that provide multiyear growth opportunities, including the demand for new housing in the US which has been underbuilt for several years and continued remodeling investments as homeowners renovate their living spaces and upgrade their homes. We are also seeing growing opportunities to benefit from the drive for increased energy efficiency in homes and buildings, a greater importance being placed on sustainability and material durability and additional investments being made in renewable energy and infrastructure. Each of tease trends creates opportunities for Owens Corning to leverage our material science, building science and unique product and process technologies to partner with our customers and help them grow with additional products, systems and services. As I noted at the beginning of today's call, our team is proud of the outstanding operational and financial performance we delivered in the first quarter and are excited by the opportunities we have to grow our company, help our customers win in the market and deliver value to our shareholders. ","compname reports q1 adjusted earnings per share of $1.73. q1 adjusted earnings per share $1.73. qtrly consolidated net sales of $1.9 billion, an increase of 20% compared with 2020. sees 2021 capital additions to be about $460 million. " "Throughout this past quarter, our global team has demonstrated tremendous resiliency, continuously adapting to changing market conditions and maintaining an incredible focus on taking care of each other, supporting our customers and maximizing our financial performance relative to the market opportunity. Prith will then provide additional financial details on the second quarter, and then I'll come back to discuss our outlook for the third quarter and the remainder of the year. I will start with safety and our second quarter results. An unconditional commitment to safety has long been our guiding principle at Owens Corning, and this has served us well to address the challenges of COVID-19. In the quarter, our recordable incident rate was 0.69, a slight improvement compared with the second quarter of 2019. I'm pleased with this performance and that everyone has kept safety and caring for each other the forefront of everything we do. Over the past several months, our executive team and dedicated COVID-19 response team have worked with our global enterprise to ensure our operations remain safe and effective for our employees, their families and other key stakeholders. We remain vigilant in our use of personal protective equipment, health screenings, robust cleaning procedures, restrictions on business travel and work-from-home options as we actively monitor local health conditions and update our operating protocols as risk levels change. I would like to now move to our financial performance in the quarter. Through the strength of our market-leading businesses, innovative product and process technologies and unique enterprise capabilities, the company delivered financial results better than what we outlined during our last earnings call as we capitalize on a faster recovery in residential end markets, particularly in the U.S., improved manufacturing leverage and strong cost controls. For the second quarter, revenues were $1.6 billion, down 15%, 14% on a constant currency basis compared with the same period last year, and adjusted EBIT was $167 million. Since the start of the pandemic, we've been focused on four key areas to ensure the strength and continuity of our business. First, keeping our employees and other key stakeholders, healthy and safe, as I just discussed. Second, staying closely connected to our customers, our suppliers and our markets. Third, rapidly adapting our businesses to near-term changes in market conditions, while remaining focused on positioning us for long-term success. And fourth, ensuring a strong balance sheet with access to capital as needed. I remain confident that by managing these four priorities well, we will continue to deliver strong performance for the remainder of this year and position the company well for 2021. During this time of increased demand uncertainty, we have stayed closely connected with our customers and suppliers to understand and respond to shifting market conditions. After experiencing a significant drop in order volumes at the start of the quarter, we continue to see our business improve in May and June as shelter-in-place restrictions began to lift, and demand for our products in most of our end markets increased. As mentioned earlier, we have seen residential markets in the U.S. and also in parts of Europe recover at a faster pace than many had anticipated, which positively impacted our second quarter results. In our Roofing business, after temporarily curtailing operations earlier in the quarter, we ramped up production to run at full capacity to service increasing demand. And in Insulation, we have experienced solid demand in our North American residential fiberglass business due to the strong recovery in U.S. new construction housing. Within most of our commercial and industrial end markets, the recoveries has been slower, and we continue to take the necessary actions to balance our production with expected near-term demand. Given the essential products we provide and the localized nature of our supply chain, we've been able to operate our manufacturing network effectively and productively, quickly adjusting to the changing needs of our customers while managing our inventories. In addition, our team has delivered great results during the quarter around cost control. We have focused on minimizing or postponing discretionary expenses and reduced operating expenses in the quarter by over $30 million compared with last year. We are also realizing benefits from the longer-term structural changes we made prior to the pandemic in our Insulation and Composites businesses. In insulation, we are clearly seeing the impact of the network optimization actions implemented late last year. And in Composites, we have maintained a consistent focus on manufacturing productivity and network optimization to lower our cost, which is evident in the results we delivered in the quarter despite the challenging market conditions. We maintained a strong balance sheet with access to liquidity and a well-structured debt maturity profile. While our financial position at the beginning of the quarter was strong, in May, we took advantage of favorable capital markets and successfully completed a 10-year $300 million bond issuance. This, along with our working capital management and opex and capex controls, led to an increase in our available liquidity to approximately $1.5 billion, including almost $600 million in cash. During the second quarter, we paid down $210 million on our existing revolving credit facility. Our only near-term debt maturity is the remaining $150 million from our term loan due in February 2021. Before turning it over to Prith to discuss our second quarter financial results in more detail, there's one other item I would like to highlight. Last month, Owens Corning ranked number one on the 100 Best Corporate Citizens list for 2020, and is one of only a small number of companies that have earned this honor twice. The list ranks companies in the Russell 1000 index for standout global environmental, social and governance performances. We were honored by this recognition, which is evidence of our continuing commitment to integrate high ESG standards into all that we do. We believe our commitment and that of the entire business community to improving environmental, social and governance issues is critical to addressing the extraordinary challenges we all face today with racial inequalities and other social injustices which have been compounded by the economic and health uncertainties associated with the COVID-19 pandemic. These issues have and will continue to have a tremendous impact on how we work and live. At Owens Corning, we believe in the power of our diversity and aspire to create an environment where all of our employees' voices are heard and appreciated for their unique value. Our team has been and will continue to be active, vocal and promote meaningful reform. As a company, I'm proud of our people, the work we've done so far and what I know we will accomplish in the future. Through the collective agility and resilience of our 19,000 colleagues, Owens Corning delivered solid financial performance in the second quarter in the face of a challenging environment. We have continued to respond to dynamic market conditions by adjusting production and maintaining discipline on operating expenses and capital investments throughout the quarter. In addition, we have taken a number of actions to increase liquidity and reinforce our cash position, which gives us the financial strength and flexibility to navigate uncertainty caused by COVID-19. The tables in today's news release and the Form 10-Q include more detailed financial information. For the second quarter, we reported consolidated net sales of $1.6 billion, down 14% versus 2019 on a constant currency basis. Revenues were down in all three segments as a result of the demand decline from COVID-19. Although the recovery in residential end markets in the U.S., particularly in May and June, has been more robust than what many would have expected from the initial slowdown due to shelter-in-place restrictions. Adjusted EBIT for the second quarter of 2020 was $167 million, down $64 million compared to the prior year, largely driven by a $61 million decline in Composites. Net earnings attributable to Owens Corning for the second quarter of 2020 were $96 million compared to $138 million in Q2 2019. Adjusted earnings for the second quarter were $96 million or $0.88 per diluted share compared to $141 million or $1.29 per diluted share in Q2 2019. Depreciation and amortization expense for the quarter was $116 million, up slightly as compared to Q2 2019. Our capital additions for the second quarter was $47 million, down $60 million versus 2019. On slide six, you will see our adjusting items, reconciling our second quarter 2020 adjusted EBIT of $167 million to our reported EBIT of $171 million. During the second quarter, we took actions to reduce personnel costs in our Composites segment and recorded $5 million of restructuring costs associated with these actions. In addition, we recognized $9 million of gains on sale of precious metals used in our production tooling. As we discussed in last quarter's call, our productivity initiatives and further developments in our manufacturing process technology have enabled us to modify the designs of our production tooling by reducing the precious metal needed and thus allowing us to sell certain precious metal holdings in the second quarter of 2020. Adjusted EBIT of $167 million was down $64 million as compared to the prior year. Roofing EBIT decreased by $3 million. Insulation EBIT decreased by $10 million. And Composites EBIT decreased by $61 million. General corporate expenses of $19 million were down $10 million versus last year, primarily due to our disciplined cost controls. Sales for the second quarter were $595 million, down $9 million from Q2 2019 on a constant currency basis. During the quarter, our overall volumes were impacted throughout the segment by COVID-19, and selling prices were down $6 million year-over-year. Within North American residential fiberglass insulation, sales volumes were largely consistent with Q2 2019 and some favorable price realization on the January price increase helped to partially offset negative price carryover from last year. In technical and other building insulation, volumes were down. However, we saw sequential improvement within the quarter. We were encouraged by the resiliency of our mineral wool businesses in Europe and in the U.S., which maintained flat volumes year-over-year. EBIT for the second quarter was $32 million, down $10 million as compared to 2019, primarily due to lower sales volumes. We are continuing to proactively balance production with expected demand. In the quarter, higher curtailment costs in technical and other insulation were largely offset by favorable manufacturing performance and better production leverage in North American residential fiberglass insulation, allowing us to see stronger results versus prior downturns. Sales in Composites for the second quarter were $398 million, down 23% on a constant currency basis, primarily due to lower sales volumes. The remaining decline in sales was driven by unfavorable customer mix and slightly lower selling prices. Volumes in our downstream specialty applications, including wind and specialty nonwovens, outperformed volumes in other glass fiber applications. EBIT for the quarter was $6 million, down $61 million from the same period a year ago, primarily due to lower sales and production volumes. The negative impacts from production curtailments were slightly offset by manufacturing productivity improvements in the quarter. The benefit of lower transportation costs was more than offset by lower selling prices and negative foreign currency translation. Despite these difficult global market conditions, the Composites business still delivered positive EBIT margins and strong cash flow performance in the quarter due to continued focus on operating performance and initiatives around costs and productivity that we have discussed previously. slide 10 provides an overview of our Roofing business. Roofing sales for the quarter was $677 million, down 13% compared with Q2 2019 due to lower shingle volumes, $23 million of lower selling prices and lower third-party asphalt sales. Our shingle volumes tracked relatively close with the overall U.S. asphalt shingle market. We believe the market decline was driven by destocking at distribution early in the second quarter, coupled with lower out-the-door demand in April. EBIT for the quarter was $148 million, down just $3 million from the prior year, and yielding 22% EBIT margins for the quarter. The negative impact of lower sales volumes and early quarter production curtailments was partially offset by lower marketing and administrative expenses. In addition, we realized a $10 million onetime gain that benefited our margins by 150 basis points related to an exclusion on certain tariffs paid over the last two years. The U.S. government recently provided a tariff exclusion covering certain components products that we imported from China dating back to late 2018. Input cuts deflation and lower transportation costs more than offset the negative impact of lower year-over-year selling prices. As a result, we maintained a favorable price/cost relationship in the quarter, and cash contribution margins were solid as we exited the quarter. Given the unpredictable market environment, we are continuing to take actions to manage our working capital balances and reduce both operating expenses and capital investments. As a result, first half free cash flow in 2020 was $15 million higher as compared to the first half of 2019 on lower year-over-year earnings. We are proactively managing inventories and will temporarily curtail operations that have adequate inventory to service near-term market demand. We continue to be focused on managing our liquidity through this period of high uncertainty. In May, we took advantage of favorable capital markets to reinforce our cash position and successfully completed a 10-year $300 million bond issuance with a yield below 4%. We also generated cash in the second quarter through the sales of precious metals that I discussed earlier and cash settlements related to certain U.S. dollar-euro cross-currency swaps. Near the end of the first quarter, we drew $400 million on the revolver to increase our cash balance. With our good year-to-date free cash flow and the financial actions I described a moment ago, we paid down $210 million of the revolver balance in the second quarter. As of June 30, the company had liquidity of approximately $1.5 billion, consisting of $582 million of cash and equivalents and nearly $900 million of combined availability on our revolver and receivable securitization facility. As a result of the proceeding, we currently expect interest expense to be between $125 million and $130 million in 2020 compared to our previous guidance of $120 million to $125 million. Moving forward, we are focused on ensuring a strong balance sheet with access to capital as needed. We continue to evaluate the possibility of paying the remaining $150 million term loan balance in 2020. As we move into the second half of the year, our financial performance will continue to be impacted by the depth and duration of the market disruptions caused by the COVID-19 pandemic. Given the continued uncertainties we face with the pandemic and potential government responses, I'll focus my comments on our short-term outlook based on July trends that could impact the third quarter results for each of our three businesses. I'll then close with my perspectives on a few key enterprisewide initiatives that will impact our full-year performance. Broadly speaking, we have experienced a faster recovery in our residential end markets, while commercial and industrial end markets are following at a slower pace. Given this continued recovery, we expect the company to generate sequentially higher revenues and earnings in the third quarter. I'll provide some additional details by business, starting with Insulation. Within our North American residential business, we saw the impact from shelter-in-place restrictions in the second quarter delay the completion of housing starts, creating a backlog, which will continue to be worked through in the third quarter. We expect this backlog of work, along with normal seasonal increases, could lead to relatively flat volumes in Q3 versus last year, which we are seeing in our order book so far in July. In our technical and other building insulation businesses, July volumes are down high single digits versus July 2019. While we anticipate sequential improvement versus Q2, we expect year-over-year volumes will continue this trend through the third quarter based on a steady but slower recovery in commercial and industrial end markets. Prices in July have remained relatively stable in both our North American residential and our technical and other insulation businesses. Given market uncertainties, we continue to proactively balance production with expected demand and to tightly control our inventory levels. Overall, for our Insulation business in the third quarter, we expect to realize incremental margins of approximately 50% versus the second quarter. In Roofing, second quarter industry shingle shipments were down about 9%, with our volumes tracking relatively close to the market. While we have seen positive momentum in recent months, we believe it will be difficult for demand, which has been delayed due to COVID-19, to fully recover in 2020. Our July shipments have started the quarter higher than prior year. Based on current trends, we could see market volumes up mid-single digits versus the third quarter of 2019, depending on storm volume and assuming states remain open. While the current pricing environment has remained relatively stable, in the third quarter, we expect to continue to face an increasing year-over-year headwind from the lack of a spring price increase. We have recently announced an August increase that could partially offset some of this impact. Although there was a significant drop in oil prices in March and April, asphalt costs did not trend down at the same level. Since then, WTI costs have steadily increased, resulting in asphalt costs beginning to increase as well. While we do expect to realize additional asphalt deflation in Q3, low refinery utilization rates, combined with strong paving demand will impact asphalt cost as we move through the quarter. Based on all these factors, Roofing EBIT margins in the third quarter could be slightly better than our second quarter margins, normalized for the 150 basis point benefit from the tariff recovery that Prith mentioned in his remarks. In Composites, while we expect overall volumes to improve versus the second quarter, the global impact of COVID-19 is having a greater impact on demand than in our other businesses. Our July volumes are down low double digits versus last year, and we expect this trend will continue in the near term. Volumes in our specialty nonwovens business, which is primarily focused on building and construction applications, and our wind business have continued to perform better than some of our other industrial end markets such as automotive. In terms of pricing, we came into the year expecting some headwinds due to contract negotiations completed at the end of last year. Similar to other businesses, transactional pricing has remained relatively stable. We reported a decline of $5 million in Q2 and expect a slightly higher impact in Q3 based on improving volumes. We remain committed to tightly managing our inventory levels, which will continue to impact our manufacturing performance in the third quarter as we curtail production to meet demand. Sequentially, from Q1 to Q2, we experienced decremental margins of about 35%. With our current outlook of sequential volume growth, we expect incremental margins to be in a similar range in the third quarter. With that view of our businesses, I'll discuss a few key enterprise focus areas. We continue to closely manage our operating expenses and capital investments. We expect corporate expenses for the company to be in the range of $105 million to $115 million and capital investments to be in the range of $250 million to $300 million, both broadly consistent with prior guidance. We remain committed to generating strong free cash flow and to our target of returning at least 50% to investors over time. So far this year, we have returned $133 million through share repurchases and dividends, and we'll pay our second quarter dividend of approximately $26 million next week. As we move through the second half of the year, we will continue to evaluate our liquidity needs based on market conditions and prioritize deleveraging the balance sheet and maintaining our dividend. As I stated at the beginning of the call, our current operating environment is extremely dynamic. Our focus is on taking thoughtful, decisive actions, being responsive to the current conditions and quickly capitalizing on our market opportunities. Our team remains committed to operating safely, servicing our customers and creating value for our shareholders. ","compname reports q2 adjusted earnings per share $0.88. q2 adjusted earnings per share $0.88. q2 earnings per share $0.88. q2 sales $1.6 billion versus refinitiv ibes estimate of $1.53 billion. capital additions are estimated to be between $250 million and $300 million in 2020. " "Our unique investment strategy of clustering assets or our newest defense installation supporting national security activities continues to generate strong high-quality earnings. Second quarter FFO per share as adjusted for comparability of $0.58 exceeded the high end of guidance by a $0.01. It was driven primarily by same property results. Additionally, NOI from real estate operations in the quarter was up 8% and AFFO increased 17% from a year ago. Through the second quarter, we completed total leasing of 1.7 million square feet, which included 815,000 square feet of renewals, 205,000 square feet of vacancy leasing and 641,000 square feet of development leasing. So far in the third quarter we've executed 53,000 square feet of development leasing and we are in advanced negotiations on another 250,000 square feet that should close this quarter. Based on this activity we're highly confident we will achieve our 1 million square foot growth for the year. Regarding our large renewal at DC-6, we have not finalized the lease yet. We reached agreement on business terms in June and expected documentation would follow quickly. The tenant is controlling the pace and progress of the actual lease document preparation and that process continues to labor. Based on their deployment, power usage and the nature of other activities, we are conducting with them we have every confidence they will remain in our building. During the quarter, we placed 197,000 square feet of development projects in the service including Project EL, 107,000 square foot specialized facility we built for a defense contractor in San Antonio. We completed this project full quarter earlier than forecasted and we expect to deliver two additional projects ahead of schedule later in the year thereby accelerating lease commencements. We expect to deliver NoVA C in 610 Guardian Way earlier than planned, which combined with Project EL are adding nearly $0.03 to this year's FFO per share. Stronger same property operations and accelerated development completions drivers that once again increased the midpoint of our full year guidance for FFO per share as adjusted for comparability. The $2.26 midpoint of updated 2021 guidance is $0.07 above our original midpoint and 6.6% higher than 2020 results. Metrics and trends in our Defense IT Locations exhibit strength and we continue to capture strong demand as shown in our lease accomplishment to-date. In the second quarter, we leased 1.4 million square feet including 661,000 square feet of renewals for a very strong retention rate of 89%. Cash rents on renewals rolled up 0.1% and annual escalations averaged 2.6%. For the 6-month period, we completed 815,000 square feet of renewal leasing with a 78% retention rate and average lease term of 4.3 years and cash rents rolling down 0.2%. Late in the quarter, we learned that a tenant at Redstone Gateway did not win the recompete of a large contract and at the end of the year will vacate RG 1200, a 121,000 square feet building. This will be our first opportunity in 10 years to demonstrate the strength of demand for second-generation space at the park. We already have strong interest from multiple defense contractors looking to move to Redstone Gateway, including two that have 2022 occupancy requirements and want to gain control of the full building. The strength of demand we continue to see demonstrates Redstone Gateway's position in the market as the essential location for serving government customers on Redstone Arsenal. In terms of vacancy leasing, we completed 111,000 square feet in the quarter, representing 10% of our available space at the beginning of the period. For the first half of the year, we completed 205,000 square feet of vacancy leasing. Our leasing activity ratio is 105%, the highest level since well before the pandemic demonstrating continued growth in demand across our portfolio. As such, we expect to accomplish healthy volumes of vacancy leasing in the remainder of this year. Regarding development leasing, second quarter achievement was a robust 630,000 square feet and consisted of a 265,000 square foot data center shell in Northern Virginia for our cloud computing customer and 179,000 square feet at Redstone Gateway in the form of two major pre-leases with KBRwyle. We also executed a 183,000 square foot build-to-suit at the National Business Park. The tenant is a Fortune 100 company and an important defense contractor that provides secure infrastructure, artificial intelligence and cloud computing services to U.S. Defense and Intelligence agencies. Their selection of the National Business Park for their local headquarters further reinforces the dominance of our location for serving the missions at Fort Meade. So far in the third quarter we have executed a 53,000 square foot lease in 8000 Rideout Road with i3, a defense contractor that specializes in software engineering, systems integration and IT. As a result, that project is now 73% leased and we are in advanced negotiations on leases that will stabilize the building. Lastly, we are in advanced negotiations with a defense contractor for a two-building campus at Redstone Gateway for 250,000 square feet. These leases would bring our total development leasing for the year to 950,000 square feet. Based on the 1.8 million square feet of opportunities in our development leasing pipeline, we are highly confident we will meet our 2021 development leasing goal. Second quarter FFO per share as adjusted for comparability of $0.58 exceeded the high end of guidance by $0.01 driven primarily by stronger same property results. Lower operating costs due to effective expense management and the timing of R&M projects boosted second quarter same property cash NOI by nearly $0.02 above our second quarter forecast. We expect to complete these R&M projects in the third and fourth quarters, which will impact quarterly same property cash NOI and FFO per share as shown on page 18 of the results deck. That being said, for the second consecutive quarter, operating savings and better than expected leasing outcomes are pushing our same property cash NOI forecast higher. We now expect same property cash NOI for the year to either be flat or increase as much as 1%, which at the midpoint is a 150 basis point increase relative to our original guidance. We are maintaining our full year occupancy guidance of 90% to 92%, which continues to incorporate the negative impact of joint venturing fully occupied wholly owned datacenter shells to raise equity as well as the unexpected vacancy of the 121,000 square foot contractor building at Redstone Gateway in December. In early June, we sold two data center shells to a new 90%/10% joint venture with Blackstone Real Estate, which generated proceeds of $107 million. The assets were valued at $119 million, which represented a 48% profit and demonstrated the value we create through development. Including three properties under development, we wholly own 10 data center shells that we estimate represent more than $750 million of equity value we can monetize to fund the equity component of future development. Lastly, and for reasons already discussed, we are increasing our full year guidance from a previously elevated range of $2.19 to $2.25 to a new range of $2.24 to $2.28. Our updated guidance range implies 5.7% to 7.5% growth over 2020 results and 6.6% at the midpoint. It is important to note that early development deliveries are driving most of the increase to guidance and that the NOI from these developments expected in 2022 remains unchanged. For the third and fourth quarters we are establishing ranges for FFO per share guidance as adjusted for comparability of $0.54 to $0.56 and $0.56 to $0.58 respectively. The $0.55 midpoint in the third quarter reflects a full quarter's dilution from the two data center shells we joint ventured in June and executing additional R&M projects. At mid-year, our FFO achievement has outperformed our business plan significantly. This quarter's FFO result is the fifth time in the past six quarters that we exceeded our plan and the third time in which we elevated full-year FFO guidance. Our key performance metrics such as vacancy leasing and development leasing are tracking at or above plan. Clearly our strategy of concentrating investments adjacent to priority Department of Defense missions and creating value through low risk developments at these locations is delivering FFO growth and lowering our cost of capital. Our strategy continues to provide over a million square feet of new development opportunities annually and by expansion, high value Defense IT assets that benefit our shareholders long term. This year, our development capability excellence is not only delivering projects on budget and on time, in several instances we're completing projects ahead of schedule and accelerating our bottom line results. Our property operations excellence is ringing out additional performance from our portfolio and improving our same property results. Our highly durable operating portfolio, strong balance sheet and reliable, low-risk development program combined to create the very visible growth we are delivering. We have a strong set of development and leasing opportunities before us and the balance sheet and access to capital to seize upon them. ","compname reports second quarter 2021 results; raises midpoint of full year guidance by 4-cents, implying 6.6% growth in ffops, as adjusted for comparability. q2 adjusted ffo per share $0.58. total leasing of 1.4 million sf in quarter included 630,000 sf of development leasing. sees fy ffops, as adjusted for comparability $2.24-$2.28. " "We had another outstanding performance in the third quarter earning $0.81 per share. This reflects, several factors, our consistently growing repairing net income, our larger scale, our focus on increasing digital utilization and customer service differentiation, and Puerto Rico's nascent economic and post-pandemic recovery. All this continues to validate our optimism on Puerto Rico's economy and OFGs future. Our third quarter results confirm this across all businesses. Total core revenues were $135 million, a 4% annualized increase compared to the second quarter. Net interest income increased to $103 million, in part that benefited from a 17% decline in cost of funds. Banking and financial services revenues rose 3%. Provision for credit losses was a $5 million net benefit as asset quality continue to trend to levels closer to U.S. peer banks. Non-interest expenses fell 5%, reflecting in part reduced credit-related expenses. And pre-provision net revenues increased to $56 million from $52 million in the second quarter. Looking at the September 30th balance sheet, customer deposits increased $154 million to $9.2 billion, reflecting even greater liquidity on the part of both commercial and consumer customers. As a result, both cash and assets grew. Loans held for investment declined $87 million. Excluding PPP loan forgiven, they increased $5 million. New loan origination remain strong at $556 million. Ex-PPP originations now total more than $1.6 billion as of the nine months, that is up 69% compared to the same period last year and 79% compared to the same period in 2019 pre-COVID. During the third quarter, we also successfully executed on our capital actions. We acquired $40.2 million of shares as part of our current $50 million buyback program. We increased our common stock dividend to $0.12 per share from $0.08 in the first and second quarters, and $0.07 in the year ago quarter. And we completed our $92 million redemption of all preferred stock. Please turn to Page 4. At OFG, we believe better banking is built upon fulfilling our purpose, mainly helping our customers, our people and our communities achieve their financial well-being. During the third quarter, for our customers, we continue to demonstrate our agility by launching the first digital residential mortgage process in Puerto Rico. With one click, in just minutes, a customer can get a pre-qualification letter, access valuable information about the mortgage process and apply online all in one place. We also quickly process forgiveness for our PPP customers. We have now processed forgiveness for 91% of first and 25% of second loan PPP loans using our proprietary all digital system. We believe faster, better solutions like these, show our retail and commercial customers the value of doing business with Oriental. Online and mobile banking 30 and 90-day utilization levels continue well above pre-pandemic levels. These continues to validate our long-standing digital strategy and its growing acceptance by our customers in the market in general. For our people, we have decided on a mandatory COVID vaccination policy to keep our customers and people safe. We have also implemented a hybrid work model to increase flexibility for our people. And as we mentioned on the previous slide, we have increased the hourly base pay rate for non-salaried staff. For our communities, PASH Global and Oriental closed on a $15 million financing for a joint venture between PASH and Puma Energy. This is enabling 200 Puma gas stations in Puerto Rico to install solar panels to produce and consume solar energy. This project is the first of its kind and scale on the island. We have also been working on several new corporate social responsibility programs, one program launched in the third quarter is a farming developing program with the Puerto Rico conservation trust to help several communities achieve economic sustainability. We are extremely proud of these achievements. At the end of the day, there is nothing more rewarding them being part of a team that delivers on its purpose. This quarter's overall performance energizes us at OFG to work harder and to aspire for more. Now, here's Maritza to go over the financials in more detail. Please turn to Page 5 to review our financial highlights. Total core revenues were $135 million. There is an increase of about $1.4 million or about 4% analogized from the second quarter. This is as a result of positive impact of $1.8 million declining in cost of funds, a $1 million increase in core non-interest income and $800,000 increase from cash and investment securities and $730,000 as a result of one additional day. This more than offset a $2 million decline from B2B loans and a $700,000 loan prepayment that benefited fee income in the second quarter. The PCD decline was due to a combination of lower volume, mainly from mortgage pay down on lower rates. Non-interest expenses totaled $79 million. There is a decrease of $3.8 million from the second quarter. The third quarter included a $2.2 million benefit in credit-related expenses. This was mainly driven by gains on sales of real estate. The second quarter included a $2.2 million technology project write down. The third quarter also included a combination of increased compensation from hourly staff on our previously announced cost savings. Overall, we continue to see recurring operating expenses in line with our previously announced plans for the year. The higher revenues and lower net-interest expenses resulted in increased operating leverage. The efficiency ratio improved to 58.6%. This compares to 62% in the second quarter. Our goal is to continue to improve our efficiency ratio to the mid to lower 50% range. Return on average assets was 1.6%, return on average tangible common equity was 70.7%. We continue to build capital. Tangible book value per share was $18.59. This is an increase of 3% from the second quarter. Please turn to Page 6 to review our operational highlights. Average loan balances totaled $6.5 billion. There is a decline of $133 million from the second quarter. This was due primarily to residential mortgage pay downs on PPP loan forgiveness. In turn, this was partially offset by new commercial and auto loans. The change in mix resulted in a 7 basis point decline in loan yields. Higher levels of residential mortgage breakdowns reflected increased liquidity on the part of consumers. Our residential mortgage portfolio consists of legacy Oriental mortgage loans and mortgage loans from the BBVA and Scotiabank acquisition. Those are new origination worth $556 million, ex-PPP that is down $85 million from the second quarter, but it is up $109 million year-over-year. We believe we are continuing to see generally a strong trends in mortgage, commercial and auto. We continue to see increase in demand from commercial loans to expand business operations, with the new stores and warehouses, buying inventory or making acquisitions. Commercial portfolio [Indecipherable] ex-PPP has increased two consecutive quarters. Average core deposits totaled $9.1 billion. There is an increase of 1.6% or $140 million from the second quarter. Increases in non-interest bearing accounts, savings accounts and non-accounts were partially offset by the decline in customer CDs. Core deposit costs continue to fall. They were 30 basis points in the third quarter. That is a reduction of 8 basis points from the second quarter. This reflects general rate reductions and the continued maturity of older, higher price CDs. As a result of the increase in deposits, average cash balances totaled $2.7 billion billion. There is an increase of 7% or $180 million from the second quarter. The average investment portfolio was $750 million that increased $100 million or 70% from the second quarter. That includes the partial impact of $250 million of MBS purchases at the end of the quarter, taking advantage of market conditions. Net interest margin was 4.12%, a decline of 10 basis points from the second quarter. They increased amount of cash, reduced NIM by 6 basis points. Our current strategy is to continue to look for opportunities to deploy excess liquidity through lending, capital actions for investments. Please turn to Page 7 to review our credit quality and capital strength. Asset quality metrics continue trend positively. Our net charge-offs were 37 basis points. Third quarter net charge-off of $6 million [Phonetic] included $6.5 million for our previously reserved amount on our commercial loans. The early and total delinquency rates were 2.06% and 3.82% respectively, some of the lowest levels in the last five quarters. The non-performing loan rates on the non-PCD loan portfolio was 1.93%. It's lowest level in the last five quarters. As a result of all of these, provision for credit losses was a net benefit of $5 million, that reflects $4.3 million of net reserve release. Our allowance coverage was 2.82% on a reported basis and 2.88% excluding PPP loans. The CET1 ratio remains high compared to our U.S. peers at 13.52%. Stockholders' equity was $1.05 billion, a decline of $26 million from the second quarter. This reflected the redemption of Preferred Stock Series D and the common stock buyback, a good portion of this was offset by the increase in [Indecipherable]. The tangible common equity ratio was 8.86%. Please turn to Page 8 for our conclusion. As I mentioned earlier, we had a strong performance this quarter at all levels. Our performance and credit metrics continue to be equal to or better than Mainland peers. We executed most of our stock buyback program in addition to increasing our common share dividend and redeeming our preferred stock. Looking at the big picture, Puerto Rico continues to benefit from federal reconstruction and COVID stimulus. But the relative economic impact here is more meaningful than in other U.S. jurisdictions, given the size of our economy and average incomes. As a result, we continue to see incremental business sector optimism, confirming Puerto Rico's economic revival. Our plan is to continue to take advantage of our momentum in this improved economic environment. We intend to deploy excess liquidity for loan growth and/or capital return initiatives. We also intend to accelerate the speed of our transformation, further simplify operations and improve efficiencies, all part of our effort to serve customers faster and better, while helping them achieve their financial well being. We at OFG are more than ready. Operation, please begin the question-and-answer session. ","compname posts q3 earnings per share $0.81. q3 earnings per share $0.81. " "I'm Jason Bailey, Director of Investor Relations. In addition, the conference call and accompanying slides will be archived following the call on that same website. Bryan started with us on January 1, and we couldn't be happier to have him with us. So turning to the business. Over the course of a couple of weeks, the region, including our service territory, experienced an unprecedented prolonged cold spell that disrupted natural gas supplies, resulting in extreme natural gas prices. The cold spell also resulted in a record winter peak demand for electricity. While our service territory experienced record snowfall and record temperatures, our customers experienced minimal disruptions. Through the efforts of our employees, our generation fleet performed admirably over the course of the week. And so did our customers, heeding the call to conserve natural gas and electricity so that more serious shortages could be avoided. Every day, we had generation online at each of our power plants. Our fuel and purchase power costs for this event alone were more than all of our fuel and purchase power costs in 2020. We anticipate the regulatory asset that will be created as a result of the storm to be in the range of approximately $800 million to $1 billion. We have secured $1 billion of additional bank financing or liquidity to cover these costs. We certainly understand the pressure that this event will have on our customers, and we will work with our commissions to help mitigate the impact to our customers' bills. To that end, yesterday, we filed an application at the Oklahoma Corporation Commission, requesting an intra-year fuel adjustment for a portion of the weather events cost. To help mitigate the impact on OG&E customers, we are requesting alternative regulatory treatment to avoid our customers having to bear the entire cost of the 2021 weather event over the balance of the calendar year. We proposed to continue to carry the remaining balance on our books and defer the cost to a regulatory asset to be amortized over a 10-year period and collect it through our fuel adjustment clause beginning in January 2022. We requested that the regulatory that the asset included a carrying charge at a weighted average cost of capital, and we believe this approach will significantly lessen the monthly impact of the weather events cost to our customer. We expect to quickly make a similar filing in Arkansas as well. Bryan will discuss the financial effects of the February 2021 weather event in a moment. We made an announcement last week with our support of the proposed merger between Enable and Energy Transfer, which is an important step in our repositioning as a pure-play utility. From an investment return perspective, Enable has been very successful for our shareholders. Since Enable's formed in 2013, we returned a modest investment into over $1 billion after-tax benefit to shareholders, which is equivalent to a 2.5 times after-tax return. When the merger closes, we will own approximately 3% of the much more liquid limited partnership units of Energy Transfer. Energy Transfer will acquire the general partner interest from us at some point for $10 million in aggregate cash consideration, and also CenterPoint will pay us $30 million. We expect the transaction to close later this year. The strength of our balance sheet allows us to be thoughtful on how and when we exit taking into consideration taxes, distributions and market considerations. But let me be clear, we will exit our midstream investment, and we will do so in a responsible way that does not create overhang to the Energy Transfer units, allows us to achieve our goal of lower credit downgrade thresholds from the rating agencies. Turning to our financial results. We also reported earnings of $1.70 at the high end of our revised guidance, and ongoing earnings from OGE holdings of $0.37 per share. Our 2021 utility guidance range is $1.76 to $1.86 per share. The midpoint of this guidance is $1.81 per share and is based off 2.4% normalized load growth from 2020 and is equivalent to a 5% earnings per share growth rate. So let me take a moment to discuss an item from the February weather event that does impact 2021. Obviously, due to the extreme temperatures, kilowatt-hour sales were higher. However, offsetting this is one of our customer programs, the Guaranteed Flat Bill program, which is a voluntary annual program and is largely subscribed by senior citizens and lower-income households and provides uncertainty around their monthly bill. We will incur the incremental fuel expense under this program. Bryan will go into more details when he discusses our 2020 results and 2021 guidance. Turning to our economy. We continued our impressive customer growth rate, and our customer base grew by 1.1%. The Oklahoma and Arkansas economic recoveries remained strong. In December, the U.S. Bureau of Labor and Statistics reported at Fort Smith, Arkansas had an unemployment rate of 4.4%. Oklahoma City had the seventh lowest unemployment rate for large metropolitan areas at 4.8% and while the state of Oklahoma's unemployment rate came in at 5.3%, showing the strength and resilience of the economies across our service territory. Our economic development efforts are certainly paying off. In 2020, we had 25 projects, 8,000 additional jobs in our service territory and $725 million of capital investment by businesses in our service territory. Turning to our accomplishments in 2020. COVID was certainly not anything the world was expecting, but we adjusted our way of life and quickly set up processes to support our customers and communities and protect our employees. The weather played a crucial role last year in how we energize life for customers. From an unusually mild summer weather to the most destructive ice storm in the company history in late October to New Year's Eve snowstorm to close out the year, the effects of weather this year were unmistakable. We did not miss a beat. However, as our teams continue to excel through the challenges, recording a number of significant accomplishments. The company recorded its second safest year in history in 2020, making each of the last five years our safest ever. We kicked off our grid enhancement projects in Oklahoma, including securing a mechanism for recovery of our investments, which will provide a more resilient and reliable system for our customers. With these grid enhancements, we expect to provide our Oklahoma customers the same positive results that we've seen in Arkansas, including fewer outages and much faster restoration times. In Arkansas, we filed our third formula rate plan last year. We successfully negotiated a constructive settlement in that case that allowed for the maximum increase permitted and are awaiting a final order by the commission, and these new rates are expected in April. Looking ahead to '21, we have several exciting items in the works, including the continuation of our Oklahoma and Arkansas grid enhancement projects. We'll file an integrated resource plan in both Oklahoma and Arkansas later this year. We will file our fourth formula rate plan in Arkansas, and we'll plan our filing for our next Oklahoma general rate review, which has to be filed no later than the first quarter of '22. We are constructing our first solar farm in Arkansas and expect it to be operational later this summer. We have a lot, and I want to make sure you understand that we have a lot really exciting projects that we've been working on for some time, working in and around our communities, and we'll certainly announce these are they're finalized over the next couple of months. So I'm proud of what we've accomplished in the last five years and what lies ahead for our company. We've invested $3.3 billion in our system. Our O&M cost per customer is lower now than it was at the end of 2015. If you look at our '21 guidance for O&M, it's approximately $29 million below our original guidance in 2020. That's real long-term structural savings that will benefit our customers. We returned $1.4 billion of cash for shareholders in the form of dividends and delivered a 5% compound annual growth rate at Utility. And on top of that, we have some of if not the lowest rates in the nation, and they're lower now than they were in 2011. We've cut our CO2 emissions by greater than 40%. And those are real, consistent results, delivering to our shareholders what we said we would deliver year-over-year. We're more active in advancing our ESG objectives and initiatives. We're deeply embedded in our communities and are a key driver of growth and economic development for the communities we serve. We've always been committed to be responsible stewards. We'll be sharing these stories more regularly going forward. We have a solid and compelling investment thesis backed by a track record of performance. When you look over the last five or 10 years, we've delivered compounding annual growth rates between 5% and 6%, and we expect to keep true to our commitment to deliver on our earnings growth target of 5% by investing in lower-risk investments that improve our customers' experience. We have one of the strongest balance sheets in the industry, which protects our dividend, and we operate in jurisdictions that are experiencing real load and customer growth and have delivered increasingly supportive regulatory outcomes. You, our shareholders, should be confident in your decision to own and invest in OG&E. Before I close, OG&E is celebrating its 119th anniversary this month. By honoring our frontline healthcare heroes, our healthcare workers have earned the title Hero, especially throughout the last year, and we're proud to make a $100,000 donation this month to support their critical efforts. I can think of no better way to mark this occasion. We are proud of our accomplishments in 2020 and poised to continue to deliver those results in 2021. While COVID has impacted all of us. I want all of you to be confident that we're not focused on winning the downturn, but winning the recovery. Starting on slide 10 and before we discuss 2020 results and this year's outlook, I'd like to update you on the financial effects from the extraordinary February 2021 weather events, which will likely have a negative impact to our current year earnings. As Sean mentioned, in order to keep life-sustaining power on for our customers during the 11 days when temperatures were between 23 and 45 degrees below average, the company incurred in the range of $800 million to $1 billion in fuel and purchase power costs. We will be able to firm up these estimates once we receive settlement statements from the Southwest Power Pool in the coming weeks. From a funding standpoint, while we already have a $900 million credit facility in place, we felt it important to obtain an incremental funding source. And this week, we closed on a $1 billion credit commitment agreement that will allow for ample liquidity. With respect to cost recovery, the company has fueled tracker mechanisms in both Oklahoma and Arkansas. In Oklahoma, we are allowed to file for intra-year adjustments to the cost once fuel and purchase power costs exceed $50 million and under or over collections in a year. Thus, this week, as Sean mentioned, we filed an application in Oklahoma, requesting an intra-year fuel adjustment for a portion of the weather events fuel cost. We expect this revised tariff to become effective in rates this spring, providing support to our credit metrics. For the remaining cost, our filing in Oklahoma seeks commission approval to place the deferred cost in a regulatory asset accruing at our weighted average cost of capital. We will work with the commission to obtain an order as quickly as possible. Switching gears to 2020 results. On slide 11, you can see that for the full year 2020, we achieved ongoing net income of $416 million or $2.08 per share as compared to net income of $434 million or $2.16 per share in 2019. On a GAAP basis, OGE Energy Corp. reported a loss of $174 million or $0.87 per share, reflecting the impairment charge recorded on our Enable midstream investment in the first quarter of 2020. OG&E's ongoing 2020 results were $0.04 lower than 2019 as unfavorable late summer weather lowered earnings compared to the prior year by $0.11. To mitigate the headwinds of mild weather and the economy, our employees were relentless in pursuing cost reductions and work deferrals, resulting in significant O&M savings compared to 2019 and our original plan. Results were also favorably affected by a full year of new rates from the Oklahoma rate review that was implemented in July of 2019. We also continued to see steady earnings growth from our Arkansas formula rate plan, which contributed $0.02 of earnings in 2020. On our third quarter call, we revised our 2020 OG&E utility guidance through a narrowed range of $1.68 to $1.70 per share. And due to strong O&M management in the fourth quarter, we were able to hit the top end of that range. Our strong finish to 2020 sets us up nicely for 2021 and beyond. Turning to load on slide 12. In on our third quarter call, we indicated an expectation of full year load declines of 1.6%, and we finished the year at about that level. Over the last four months of 2020, we continue to see month-over-month improvements in all customer classes. The residential class, our most profitable, remained resilient at levels we've seen throughout the pandemic. Importantly, customer growth was 1.1% in 2020, providing a solid foundation for load growth in 2021. On slide 13, we look ahead to 2021 load expectations and forecast customer load to be 2.4% above 2020 levels and about 0.5% above 2019 levels. Residential load is expected to exceed 2020 levels early in the year, but is then forecasted to be below 2021 -- below 2020 levels for the full year as more residential customers return to the workplace. For our commercial, industrial and public authority customers, we expect load growth in the second half of 2021 to be strong as vaccinations become commonplace and the economy continues its recovery. Overall, we believe load will have a positive contribution to 2021 earnings in comparison to 2020, as illustrated on the next slide. As we headed into February, we had great confidence in our ability to deliver $1.81 of earnings per share at OG&E, which is in line with our previous guidance of a 5% growth annually off of our 2019 baseline of $1.65. We continue to have confidence in our ability to grow at 5% long term and expect 2022 earnings per share to be in line with the 5% growth from the midpoint of our 2021 guidance of $1.81. Our initial $1.81 earnings per share guidance for 2021 assumes normal weather, solid load growth, as I just discussed, along with earnings contributions from our grid enhancement and other recovery mechanisms in Oklahoma. We also expect to see the steady earnings contribution from revised formula rates in Arkansas. Lastly, we will build on our O&M cost reduction achievements in 2020. Now when we finalized our initial 2021 plan, we did not foresee this unprecedented February weather event. There are three primary earnings impacts that we are evaluating. First, we expect higher retail volumes will contribute to earnings during the month, but those will be more than offset by fuel costs associated with the Guaranteed Flat Bill program. Approximately 3% of our load is associated with this program, whereby variabilities in fuel and purchase power costs are not trued up. The net effect on margins for the month of February is expected to be an unfavorable $0.06 of EPS. Lastly, we expect to incur approximately $0.03 to $0.04 of incremental financing costs associated with the aforementioned $1 billion debt facility. We will refine these estimates in the coming weeks while also exploring ways to mitigate this $0.10 of earnings per share headwind, and we'll provide an update on 2021 guidance during our first quarter call. For the midstream business, Enable has not issued earnings guidance for the year given the appending merger. Therefore, we will not be providing consolidated guidance at this time. Turning to future growth. On slide 15, you will see our updated capital plan through 2025. The investment needs of our system continue to grow. And the October 2020 ice storm highlighted the importance of investing in our grid for not only enhancing technology and communications but for the grid resiliency and reliability our communities absolutely count on. And while our five-year capital plan is 15% higher than one we shared with you a year ago driven by the infrastructure needs of our communities, we expect to see additional investment opportunities evolve over the planning period. Our growing customer base and constructive regulatory framework provide us confidence in our ability to achieve a 5% OG&E earnings per share growth rate through 2025. Our balance sheet continues to be one of the strongest in the industry, and we remain confident that there is no equity needed to fund our five-year investment plan. Our credit metrics are estimated to be between 18.5% and 20% over the next three years, and we believe we will receive constructive regulatory treatment on the fuel and purchase power costs recently incurred and that the result of credit metrics will remain strong. Finally, we remain committed to maintaining and prudently growing the current dividend, which alongside earnings growth from our Utility will drive an attractive risk-adjusted total return proposition for shareholders. ","2021 og&e earnings guidance is $1.76 to $1.86 per average diluted share. " "During the call today, we will refer to some non-GAAP financial measures, such as NAREIT FFO, adjusted FFO, FAD and EBITDA. Reconciliations of these non-GAAP measures to the most comparable measure under generally accepted accounting principles, as well as an explanation of the usefulness of the non-GAAP measures are available under the Financial Information section of our website at www. In addition, certain operator coverage and financial information that we discuss is based on data provided by our operators that has not been independently verified by Omega. Today, I will discuss our fourth quarter financial results, skilled nursing facility industry trends and operator liquidity issues. Our fourth quarter adjusted FFO is $0.77 per share and funds available for distribution are $0.72 per share. We have maintained our quarterly dividend of $0.67 per share. Dividend payout ratio continues to have cushion at 87% of adjusted FFO and 93% of funds available for distribution. Turning to skilled nursing facility industry trends. The Omicron COVID area has paused the skilled nursing facility occupancy recovery and created further labor force stress. Omega SNF occupancy has been virtually flat for the three months ended December 31, and the preliminary January occupancy is slightly down. One interesting item is that in December, 21% of our facilities are at or above pre-COVID occupancy levels, which may indicate that full occupancy recovery is achievable over time. Unfortunately, the already difficult labor shortage grew increasingly worse as staff became infected and were forced to quarantine. These staffing shortages have limited many facilities ability to admit new residents, which has had the knock-on effect of backing patients up in the hospital systems. Although the impact of Omicron appears to be rapid and transitory, it is impossible to predict how quickly the industry occupancy recovery will regain traction or how rapidly the current labor force pressures will subside. Turning to operator liquidity issues and restructuring. Dan will provide detail regarding specific operator, current liquidity and restructuring issues. In general, these efforts include one or more of the following actions: one, rent deferrals; two, asset sales or transitions to a new operator; and three, in certain cases, rent resets with other amended lease provisions. Examples include elimination of purchase options, future upward potential rent resets, lease extensions or revisions of renewal rights and collateral enhancements adjustments or usage. Historically, in many of our restructurings, one or more of the actions that I have outlined are sufficient to protect the value of our assets and most, if not all, of the long-term cash flow generation from the restructured assets. We continue to remain hopeful that the outcome of our covered restructurings will yield a similar result. Turning to our financials for the fourth quarter. Our NAREIT FFO for the fourth quarter was $124 million or $0.50 per share on a diluted basis, as compared to $173 million or $0.73 per diluted share for the fourth quarter of 2020. Revenue for the fourth quarter was approximately $250 million before adjusting for certain nonrecurring items, compared to $264 million for the fourth quarter of 2020. The year-over-year decrease is primarily the result of $16 million of straight line and lease inducement write-offs in the fourth quarter of 2021 related to Guardian and one other operator both placed on a cash basis in the fourth quarter of 2021. In our last quarter's earnings call, in answer to a question, I provided a revenue commentary on Gulf Coast, Agemo and Guardian. I want to provide an updated revenue status and a Q1 2022 outlook on those operators. Dan will be providing operational updates on these tenants in his prepared talking points. First, regarding Gulf Coast. In Q4, we recorded $14.8 million of revenue based on our continued ability to offset any unpaid rent against the balance of the sub debt obligations owed by Omega. To be consistent with prior quarters, only $7.4 million of revenue was included within adjusted FFO and FAD. At December 31, the sub debt balance was fully exhausted and therefore, we will not recognize revenue related to Gulf Coast in Q1 2022. In Q4, we applied the remaining security deposit balance of $115,000 in October to partially cover October's rent. Agemo additionally paid rent and interest in November of approximately $4.6 million. Q1 2022 contractual rent and interest of $15 million will only be recognized to the extent Agemo makes any additional payments as they are on a cash basis. In Q4, Guardian failed to make any rent or interest payments, and as a result, no revenue was recognized in Q4. In Q1 2022, we will only record revenue to the extent Guardian makes any payments as they were placed on a cash basis in Q4 2021. If the operator does not make any rental payments during the first quarter and remains on a straight-line basis for revenue recognition, we would include $9 million of revenue for Q1 for adjusted FFO purposes only. However, we will only recognize FAD based on cash received. In Q4 2021, we recorded a $50 million provision for credit losses primarily driven by the funding and reserve of the $20 million Gulf Coast DIP loan and a $38 million reserve related to Guardian's mortgage loan. Moving on to the balance sheet. On the debt side, in March of 2021, we issued $700 million of 3.25% senior notes due April of 2033. Our note issuance was leverage neutral as proceeds were used to repurchase to a tender offer $350 million of our 4.375% notes due in 2023 with the balance used to repay LIBOR-based borrowings. We currently have no bond maturities until August of 2023. In March of 2020, we entered into $400 million of 10-year interest rate swaps at an average swap rate of 0.8675%. These swaps expire in 2024 and provide us with significant cost certainty when we refinance our 2023 bond maturity. In April of 2021, we closed on a new four-year $1.45 billion unsecured credit facility and a $50 million unsecured term loan that both mature in April of 2025. At December 31, we had no outstanding borrowings on our revolving credit facility, and we also had approximately $21 million in cash at December 31 over 99% of our $5.3 billion in debt was fixed and our net funded debt to adjusted annualized EBITDA was 5.3 times, and our fixed charge coverage ratio was 4.2 times. It's important to note similar to NAREIT FFO, adjusted FFO and FAD, EBITDA on these liquidity calculations includes our ability to apply collateral and recognize revenue related to our operator nonpayments previously discussed. However, when the collateral fully exhausted, a decrease in EBITDA will impact our liquidity ratios. On the equity side, in May of 2021, we established a new $1 billion ATM program. Throughout 2021, we issued 7.6 million common shares of Omega stock generating $282 million in gross cash proceeds primarily through our ATM program. As previously disclosed, in January 2022, our board of directors authorized a repurchase of up to $500 million of Omega's outstanding common stock through March of 2025. We believe the actions taken to date provide us with significant liquidity and flexibility to weather the continued impact on our business, primarily driven by COVID-19. The steps taken over the past 12 months also provide us with the tools we need to continue to evaluate and act upon any additional actions that may be needed to further enhance our liquidity or improve shareholder value. As of December 31, 2021, Omega had an operating asset portfolio of 939 facilities with approximately 96,000 operating beds. These facilities were spread across 63 third-party operators and located within 42 states in the United Kingdom. Trailing 12-month operator EBITDARM and EBITDAR coverage for our core portfolio, as of September 30, 2021, decreased to 1.52 times and 1.18 times, respectively, versus 1.63 and 1.28 times, respectively, for the trailing 12-month period ended June 30, 2021. During the third quarter of 2021, our operators cumulatively recorded approximately $26 million in federal stimulus funds, as compared to approximately $49 million recorded during the second quarter. Trailing 12-month operator EBITDARM and EBITDAR coverage would have decreased slightly during the third quarter of 2021 to 1.21 and 0.88 times, respectively, as compared to 1.22 and 0.89 times, respectively, for the second quarter when excluding the benefit of federal stimulus funds. EBITDA coverage for the stand-alone quarter ended September 30, 2021, for our core portfolio was 1.04 times including federal stimulus and 0.92 times excluding the $26 million of federal stimulus funds. This compares to the stand-alone second quarter of 1.2 times and 0.99 times with and without the $49 million in federal stimulus funds, respectively. Occupancy for our overall core portfolio continue to slowly trend up throughout 2021, reaching a high of 75.8% in December, up from a low in January of 2021 of 72.3%. January 2022, mid-month occupancy actually fell off slightly to 75.4%, mainly as a result of the robust Omicron variant. Turning to our senior housing portfolio. Today, our overall senior housing investment comprises 155 assisted living, independent living and memory care assets in the United States and the United Kingdom. This portfolio on a pure-play basis, had its trailing 12-month EBITDAR lease coverage fall 1 basis point to 0.97 times at the end of the third quarter as compared to the end of the second quarter. Based on what Omega has received in terms of mid-month occupancy reporting for January to date, this portfolio is averaging approximately 86%. Turning to portfolio matters. On October 14, 2021, Gulf Coast and operator representing approximately $30 million or 3% of annual revenue, filed for Chapter 11 bankruptcy in Wilmington, Delaware. As part of that filing, the betters and Omega agreed upon and entered into a restructuring support agreement. Since that time, on December 1, 2021, the management of Omega's 23 of the 24 Gulf Coast facilities were transferred via management and operations transfer agreement to an unrelated third party and Inspire Healthcare. Subsequently, on December 31, 2021, Omega entered into a purchase and sale agreement for the sale of 22 of the 24 Gulf Coast facilities to a separate unrelated third party. The sale of the properties, along with the change of ownership of the operations, is anticipated to close sometime early in the second quarter of 2022, subject to the usual closing conditions. As referenced on our previous earnings call, Omega has two other large operators that have ceased paying all or a material portion of their contractual rent. The first, Agemo representing approximately $53 million or 5.5% of annual revenue, stopped paying rent and interest in August of 2021 and with the exception of November every month since. Accordingly, Omega drew upon existing security deposits of approximately $9.5 million to pay all rent due for August, September and a portion of October, thereby exhausting our deposits. We are in ongoing discussions with Agemo, which discussions may involve the releasing or sale of a material portion of their portfolio. The other operator, Guardian, representing approximately $37 million or 3.8% of annual revenue, has failed to pay its contractual rent and interest since October of 2021. We have been and continue to be in active ongoing discussions with Guardian to transition a significant portion of this portfolio to an unrelated third party. The exact number of facilities involved and the timing of such transitions is still being finalized. Turning to new investments. In 2021, Omega has made new investments totaling $841 million, including $164 million for capital expenditures. Subsequently, on January 1, 2022, Omega completed an $8 million purchase lease transaction for one skilled nursing facility in Maryland. Separately, on January 31, 2022, Omega completed an $8 million purchase lease transaction for one Care Home in the United Kingdom. In 2021, Omega divested a total of 48 facilities for approximately $319 million, including three facilities for $8 million in the fourth quarter. The COVID case surge over the last month from Omicron has resulted in case counts of both residents and staff combined at levels we have not seen since January 2021. However, the severity, hospitalizations and death rates are nowhere near where they had been pre vaccine. So while Omicron is not proving to be as much of an issue clinically, it is exacerbating the already severely strained staffing environment in the long-term care industry, which in turn is impacting occupancy recovery while also substantially increasing staffing and staffing-related expenses. Agency expense itself continues to increase. And on a per patient day basis for our core portfolio for third quarter 2021 was more than 5 times what it was in 2019. Vaccination rates in the industry continue to improve with residents and staff at approximately 87% and 83%, respectively, according to CMS data with the staff percentage seeing meaningful movement given the impending federal mandate. For the states that were not a part of preliminary injunction, the deadline for full vaccination is late February with the other states with a deadline is mid-March. CMS intends to enforce the mandate via the survey process starting in March, with achievement of certain benchmarks and proof of a plan to reach 100%, providing the potential to push any enforcement action out up to 90 days. Of the $25.5 billion release from the Provider Relief Fund that HHS announced in September, nearly $7.5 billion of the $8.5 billion American Rescue Act funds have been paid out starting in November with approximately 96% of applications having been processed. And nearly $11 billion in phase 4 payments have been paid out starting in December, with approximately 82% of applications having been processed. Approaching what will be almost two full years of dealing with this pandemic day in and day out, the long-term care industry has forever changed as it continues to face new and increased challenges every day. Governmental support is needed now more than ever to deal with unprecedented staffing shortages and other increased costs. And we are hopeful that this latest round of funding will prove to be just a first step in the right direction. ","q4 adjusted ffo per share $0.77. " "Our call today will be led by our president and CEO, Cindy Taylor; and Lloyd Hajdik, Oil States' executive vice president and chief financial officer. To the extent that our remarks today contain information other than historical information, please note that we are relying on the cafe harbor protection afforded by federal law. Any such remarks should be weighed in the context of the many factors that affect our business, including those risks disclosed in our Form 10-K, along with other SEC filings. During the third quarter of 2021 the company generated revenues of $141 million and adjusted consolidated EBITDA of $8.5 million. We were on track through August for sequentially stronger results given the ongoing improvement in oil and gas industry fundamentals. However, our results in the operations were negatively impacted by Hurricane Ida, following its landfall on August 30th, along the Louisiana Gulf Coast. Our personnel remained safe through this devastating storm and our facilities did not sustain major damage. However, with power not fully restored until late September, results of operations within our Offshore/Manufactured Products and Well Site Services segments were affected by temporary facility closures and local workforce challenges. We have also incurred delays in the production and shipment of goods to our customers and services in the Gulf of Mexico were suspended for approximately one month. Reported results have not been adjusted for the estimated impacts of Hurricane Ida. However, on a consolidated basis, we estimate that Hurricane Ida resulted in our third quarter revenue and EBITDA shortfalls of approximately $6 million and $3 million, respectively, offsetting the benefit of increased U.S. land based completion activity. Fortunately, these hurricane-related delays are considered transitory and should be recovered in future quarters. Highlighting our quarter was a 64% sequential increase in our Offshore/Manufactured Products segment of bookings, yielding a book-to-bill ratio of 1.5 times for the period. Expanding economic activity and increasing backlog level support a stronger outlook going into 2022. In September, Oil States was recognized by the Energy Workforce & Technology Council, formerly known as PESA, with the ESG Accelerator Award for significant advances in ESG reporting, score improvement, and industry leadership. So as a company, we are very proud to have been recognized for our ESG efforts and practices. Lloyd will now review our consolidated results of operations and financial position in more detail before I go into a discussion of each of our segments. During the third quarter, we generated revenues of $141 million while reporting a net loss of $13 million or $0.22 per share. The quarterly results included noncash inventory impairment charges of $2.1 million, along with $0.7 million or $700,000 of severance and restructuring charges. As Cindy mentioned, our adjusted consolidated EBITDA totaled $8.5 million, which excluded the inventory impairment and restructuring charges incurred in the quarter. And as of September 30 and June 30, 2021, no borrowings were outstanding under our asset-based revolving credit facility. We continued to build cash with $68 million on hand as of September 30, compared to $63 million at the end of the second quarter. As of September 30, the amount available to be drawn under the revolving credit facility totaled $61 million, which together with cash on hand resulted in available liquidity of $129 million, compared to $113 million at June 30. At September 30th, our net debt totaled $111 million yielding a net debt to total net capitalization ratio of 14%. We spent $3.7 million in capex during the third quarter with approximately $15 million expected to be invested for the full year 2021. For the third quarter, our net interest expense have totaled $2.6 million, of which $0.5 million was noncash amortization of debt issue costs. Our cash interest expense as a percentage of average total debt outstanding was approximately 5% in the third quarter. In terms of our fourth quarter 2021 consolidated guidance, we expect depreciation and amortization expense to total $19 million, net interest expense to total $2.7 million, and our corporate expenses projected to total $8 million. Our Offshore/Manufactured Products segment reported revenues of $69 million and adjusted segment EBITDA of $8.6 million in the third quarter of 2021, compared to revenues of $77 million and adjusted segment EBITDA of $10.3 million reported in the second quarter of 2021. Revenues decreased 10% sequentially, driven primarily by some lower connector products sales and the effects of Hurricane Ida, which caused a temporary closure of our manufacturing and service facility in Southeast Louisiana in September. This revenue shortfall is considered transitory and should be recouped in future quarters. Excluding the estimated effects of Hurricane Ida, revenues and adjusted segment EBITDA would have totaled $74 million and $10.7 million, respectively, for the segment. Backlog in total is $249 million as of September 30, 2021, a 16% sequential increase. Third quarter 2021 bookings totaled $106 million, yielding a quarterly book-to-bill ratio of 1.5 times and a year-to-date ratio of 1.2 times. During the third quarter, we booked two notable project awards exceeding $10 million, which will leverage our major project revenues in future quarters. Our third quarter bookings have been broad based across many product lines and regions. Approximately 5% of our third quarter bookings were tied to non-oil and gas projects, bringing our year-to-date non-oil and gas bookings to 9%. During the third quarter we completed several strategic initiatives, including the second rental of our proprietary Merlin high-pressure drilling riser equipment to a customer in Southeast Asia, the full third-party qualification on our new managed pressure drilling equipment, the award of a multiyear carrying contract that provides long-term utilization for one of our Southeast Asian facilities, and the successful running of our first Merlin Deepsea Mineral Riser Systems. For nearly 80 years, our Offshore/Manufactured Products segment has endeavored to develop leading-edge technologies while cultivating the specific expertise required for working in highly technical, deepwater, and the offshore environments. As the world expands investment in alternative energy sources, we will be working diligently to expand our core competencies into the renewable and cleantech energy space. Recent product development should help us leverage our capabilities and support a more diverse base of customers going forward. We continue to bid on potential award opportunities that's supporting our traditional subsea, floating, and fixed production systems, drilling in military clients while experiencing an increase in bidding to support multiple new clients actively involved in subsea minerals, offshore wind developments, and other renewable and cleantech energy systems globally. In our Downhole Technologies segment that we reported revenues of $26 million and adjusted segment EBITDA of $1.4 million in the third quarter of 2021, compared to revenues of $27 million and adjusted segment EBITDA of $2.4 million reported in the second quarter of 2021. While improved year over year, segment revenues were down 5% sequentially due to delays in perforating product orders for some of our international customers. Offsetting these delays, our completions product line revenues increased 7% sequentially, driven by a 33% increase in customer demand for our SmartStart and Quickstart tow valves. In the Well Site Services segment, we generated revenues of $46 million in the third quarter of 2021 and adjusted segment EBITDA increased sequentially to $5.9 million, excluding severance and restructuring charges in the comparable periods. land-based activity while Hurricane Ida adversely impacted customer activity in the Gulf of Mexico and our international service demand also lagged. Excluding the estimated effects of Hurricane Ida, revenues in adjusted segment EBITDA would have totalled $47 million and $6.8 million, respectively. We remain focused on streamlining our operations and pursuing profitable activity in support of our global customer base. We will also continue to focus on core areas of expertise in this segment and are actively developing improved service offerings to differentiate our completion service offerings. COVID-19 disruptions and supply chain challenges continue to hamper activity in the domestic and international markets but these disruptions appeared to be easing. Global oil inventories are now below their pre-pandemic, five-year seasonal averages, leading to higher commodity prices, along with an increase in U.S. customer spending. frac spread count, which favorably impacted all our other segments. As we are now a month into the fourth quarter of 2021, we continue to see favourable trends in the U.S. shale regions, which should continue to support our product and service offerings. Revenues in our Offshore/Manufactured Products segment are expected to grow sequentially have given higher backlog levels entering the quarter, expected strong short-cycle products sales, and increased service and repair activities, coupled with a recovery in revenues generated in our Southeast Louisiana manufacturing facilities. On a consolidated basis, and we expect that revenues will grow 15%-plus sequentially in the fourth quarter of 2021 led by our Offshore/Manufactured Products segment. From a bookings perspective, we expect our Offshore/Manufactured Products segment to achieve a one time or greater, book-to-bill ratio depending on the timing of award for several projects currently expected in the fourth quarter of 2021. So now I'd like to offer some concluding comments. COVID uncertainty has negatively impacted certain global regions but the pandemic appears to be winding with delta hospitalizations and case counts on the decline. U.S crude oil inventories grew considerably during 2021 with some of the expanding economic activity, leaving the U.S. at 420.9 million barrels in inventory as of September 30th, which is about 7% below the five-year range. Already declining inventories were further reduced by Hurricane Ida's extensive and unexpectedly lingering disruption to output. Crude oil prices have responded in spot WTI crude oil approximating $84 per barrel. Well Sites will continue to conduct site operations and will remain focused on providing technology leadership in our various product and service offerings with value-added products and services available to meet customer demands globally. In addition, we will continue product development efforts in support of emerging renewable and cleantech energy investment opportunities. That completes our prepared comments. ","q3 loss per share $0.22. " "As always, we appreciate your continued trust and investment in ONEOK. ONEOK's solid first-quarter results are providing positive momentum as we enter warmer operating months. Volumes on our system and our outlook for the year continues to improve, supporting the increase to our financial guidance which we announced yesterday. Even without the weather-related earnings impact in the first quarter, our base business earnings increased compared with the fourth quarter. But while the quarter's results were positive, Winter Storm Uri did provide us with significant operational challenges that I want to highlight. Our employees' preparation before the extreme weather event and hard work during it enabled us to operate with very few interruptions. Operations teams ensured our assets were weatherized for extreme conditions, and that our employees were on-site and prepared to make the necessary adjustments to keep our assets running. Many of our employees were faced with challenges of their own, including limited or no heat, running water or electricity at their own homes, but still worked to help ONEOK provide essential natural gas and NGLs when needed most. Despite these extraordinary winter -- weather conditions, we continued to meet the critical needs of our customers, including natural gas utilities and electric power plants. Our natural gas pipeline and storage assets were particularly well positioned to address the needs for natural gas. The segment's ability to continue providing reliable service helps meet increased natural gas demand and contributed to higher adjusted EBITDA during the quarter. Kevin will provide more details in a moment. Despite weather-related volume impacts across our operations, strength in our base business was evident in our Rocky Mountain region NGL and natural gas volumes during the quarter. The Williston Basin continues to outperform expectations and provide us with solid and stable earnings. As I've said before, ONEOK's earnings growth in 2021 is not dependent on increased rig activity or increasing commodity prices. The opportunities available to us are from a robust drilled but uncompleted well inventory, increased natural gas capture and rising gas to oil ratios in the Williston Basin and increasing ethane demand. The opportunity for earnings growth without the need for significant investment is unique to ONEOK and our strategic assets in key operating areas. With yesterday's earnings announcement, we raised expectations for 2021 and now expect adjusted EBITDA growth of more than 17% compared with 2020. Our higher guidance expectations include the latest producer forecasts and drilling plans, and our earnings range also includes the potential impact from a shutdown of the Dakota access pipeline. Increasing producer activity, higher commodity prices and strengthening energy markets have further enhanced our view of 2021 and are setting up to provide positive momentum as we exit the year. As we look toward 2022, high single to low double-digit growth in EBITDA appears reasonable in the $50 to $70 per barrel price range when you adjust 2021 for the approximately $90 million weather impact to revised guidance. We also continue to look for opportunities outside of our traditional growth drivers to enhance our businesses. Our sustainability and renewables teams continue to actively research opportunities that will complement our extensive midstream assets and expertise. They're focusing on opportunities to lower our greenhouse gas emissions while enhancing profitability, further strengthening the vital role we expect to play in a low-carbon economy. Opportunities under evaluation include the further electrification of compression assets, potential carbon capture and storage projects, sourcing renewable energy for operations and other longer term investments, such as hydrogen transportation and storage. And as always, we'll remain disciplined in our capital approach as we develop these opportunities. Demand for the products we transport remain strong. The pandemic and recent weather events have further highlighted the importance of natural gas, NGLs and the many end-use products they help create, which all play a vital role in helping us to lead safer and healthier lives. Our ability to transport these products safely and responsibly to markets is key to their ultimate end use. This quarter once again proved our ability to do that, even in the most extreme conditions. With yesterday's earnings announcement, we increased our 2021 net income and earnings per share guidance 10% and adjusted EBITDA guidance 5% compared with our original expectations provided in late February. We now expect a net income midpoint of $1.35 billion or $3.02 per share, and an adjusted EBITDA midpoint of $3.2 billion this year. At the segment level, we increased 2021 adjusted EBITDA guidance for the natural gas gathering and processing and natural gas pipeline segments, primarily due to increasing producer activity from higher commodity prices and incorporating the results of the first quarter. Adjusted EBITDA guidance for the natural gas liquids segment decreased slightly, primarily due to reduced volumes and lower ethane demand in the first quarter related to Winter Storm Uri. Total capital expenditures for 2021, including growth and maintenance capital, remain unchanged from our original expectations of $525 million to $675 million, a more than 70% decrease compared with 2020. This range includes capital to complete the Bear Creek plant expansion and associated field infrastructure in the fourth quarter of this year and a low-cost expansion of the Arbuckle II pipeline in the second quarter. Now a brief overview of our first-quarter financial performance. ONEOK's first-quarter 2021 net income totaled $386 million or $0.86 per share. First-quarter adjusted EBITDA totaled $866 million, a 24% increase year over year and a 17% increase compared with the fourth quarter of 2020. Distributable cash flow was more than $660 million in the first quarter, a 27% increase year over year and a 28% increase compared with the fourth-quarter 2020. First-quarter dividend coverage was nearly 1.6 times, and we generated more than $245 million of distributable cash flow in excess of dividends paid during the quarter. Our March 31 net debt to EBITDA on an annualized run rate basis was 3.98 times compared with 4.6 times at the end of 2020. We ended the quarter -- the first quarter with no borrowings on our $2.5 billion credit facility and more than $400 million of cash. Earlier this month, the board of directors declared a dividend of $0.935 or $3.74 per share on an annualized basis, unchanged from the previous quarter. Healthy earnings in the first quarter provided momentum for 2021 and helped to accelerate our deleveraging efforts. As Terry mentioned, increasing producer activity, ample capacity on our systems, and the continued opportunity for flared gas capture and strong gas to oil ratios in the Williston Basin and increasing ethane demand continue to support our base business and increase financial expectations this year. Winter Storm Uri impacted operations across all three of our business segments in February. Reduced volumes due to well freeze-offs, especially in the Mid-Continent and Gulf Coast Permian regions, increased electricity cost and customer facility outages presented challenges during the quarter. However, our ability to meet increased demand for natural gas and NGLs during the period helped to more than offset the volume impacts. Volumes across our operations returned quickly following the extreme weather with NGL raw feed throughput and natural gas processing volumes in the Rocky Mountain region in March exceeding our first-quarter 2021 averages. Let's take a closer look at each of our businesses. Starting with the natural gas pipeline segment. The safe and reliable operations of our pipeline and storage assets through the storm provided critical transportation services and storage withdrawals for our customers. In addition, we sold 5.2 Bcf of natural gas, which we previously held in inventory, into the market in the first-quarter 2021 to help meet the increased demand. This compares with 1.2 Bcf that we sold in the first quarter of 2020. Our ability to provide reliable service throughout the extreme weather conditions highlights the importance of market-connected pipelines and storage assets and the value of these vital services. Since the storm, we've received increased interest from customers seeking additional long-term transportation and storage capacity on our system. In our natural gas liquids segment, first-quarter 2021 earnings increased compared with the fourth quarter of 2020 despite the volume impact from Winter Storm Uri. Systemwide volumes were reduced by an average of approximately 64,000 barrels per day during the quarter, with the largest impacts in the Mid-Continent and Gulf Coast Permian regions. During the first quarter, increased optimization and marketing activities in the segment related primarily to higher commodity prices and wider spreads between Conway and Mont Belvieu prices, presented opportunities to utilize our integrated NGL pipeline and storage assets to meet market needs, helping to partially offset volume and cost-related impacts. First-quarter raw feed throughput from the Rocky Mountain region increased 4% compared with the fourth quarter of 2020 and 20% year over year despite an 11,000 barrel per day impact from Winter Storm Uri. As we sit today, volumes from the region have reached more than 300,000 barrels per day. During the quarter, ethane volumes on our system in the Rocky Mountain region increased compared with the fourth-quarter 2020 as we incented some ethane recovery, which we have talked about in the past. On a short-term basis, we were able to incent recovery by purchasing ethane at several gas plants at a premium value to natural gas, selling it into the Mont Belvieu ethane market and collecting the difference while increasing producer netbacks and NGL volumes on our system. Continued ethane recovery from the region will depend on regional natural gas and ethane pricing and is not included in our updated guidance. Economics in the Mid-Continent region also provided the opportunity to incentivize ethane recovery and we continue to expect partial recovery in the region throughout the remainder of the year, which is included in our guidance. In the Permian Basin, we saw increased ethane rejection in the first quarter. Overall, petrochemical facility outages related to Winter Storm Uri reduced demand for ethane during the quarter. We expect ethane recovery in the Permian Basin to continue ramping back up as petrochemical demand returns following February storm impacts with a return to near full recovery in the second half of 2021. Discretionary ethane that can be recovered on our system in both the Mid-Continent and Rocky Mountain regions remains approximately 100,000 barrels per day. In the Rockies region, full recovery would provide an opportunity for $400 million in an annual adjusted EBITDA at full rates. Our opportunity for recovery in either region at any given time will fluctuate based on regional natural gas pricing, ethane economics and potential incentivized recovery. Moving on to the natural gas gathering and processing segment. In the Rocky Mountain region, first-quarter processed volumes increased 5% year over year despite colder-than-normal weather in February. In March, volumes exceeded 1.2 billion cubic feet per day, a level we can maintain even without increased producer activity. Our ability to capture additional flared gas, rising gas to oil ratios and a large inventory of drilled but uncompleted wells on our acreage are the key drivers of our 2021 volume expectations. Recent producer M&A activity in the Williston Basin has highlighted new drilling plans on acreage that, in some cases, may not have been developed in the near term, but now likely will be. And indications from several of our producers in the basin point to increasing activity in the second half of 2021, particularly in Dunn County. In response to this, we've resumed construction on our Bear Creek processing plant expansion and expect it to be complete in the fourth quarter of this year. Once complete, we will have approximately 1.7 Bcf per day of processing capacity in the basin, and we'll be able to grow our volumes with minimal capital as producer activity levels increase. In the first quarter, we connected 38 wells in the Rocky Mountain region and expect to connect more than 300 this year. Based on very recent producers completion schedules, we expect a significant increase in well connects in the second and third quarter as completion activity picks up with improved weather. There are currently 16 rigs operating in the basin with eight on our dedicated acreage, and there continues to be a large inventory of drilled but uncompleted wells with more than 650 basinwide and approximately 350 on our dedicated acreage. With eight completion crews currently operating in the basin, no additional activity or crews are needed to hold natural gas production flat on our acreage or reach our well connect guidance for the year. Any additional completion crews would present upside to our guidance. As the current DUC inventory gets worked down, we expect producers to bring rigs back to the basin to replenish the inventory levels, providing tailwinds as we move into 2022. Additionally, as of February, approximately 100 million cubic feet per day of natural gas flaring remained on our dedicated acreage, presenting a continued opportunity for us to bring this volume onto our system and help further reduce flaring in the basin. The gathering and processing segment's average fee rate remained $1.04 per MMBtu during the quarter, unchanged from the fourth-quarter 2020. Winter Storm Uri reduced Mid-Continent volumes by approximately 30 million cubic feet per day for the quarter, causing the average fee rate mix to shift more toward the Rocky Mountain volumes, driving the higher average rate. We now expect the fee rate for 2021 to average close to the high end of our $0.95 to $1 per MMBtu guidance range. The segment's 2021 guidance does not assume increasing producer activity levels in the Mid-Continent region or the Powder River Basin. However, both areas have received attention as commodity prices have strengthened. Any increasing activity in those areas would be an added tailwind to our 2021 expectations and provide volume momentum into 2022. Terry, that concludes my remarks. Good overview of a challenging but encouraging quarter that has positioned us well for the rest of 2021. With volumes trending upward and strength in our base business, our outlook continues to improve. But we remain disciplined in our approach and focus on what matters most for the long-term sustainability of our business. Enhancing our financial stability, participating in the innovation necessary for a transition to a low-carbon economy and serving our customers' needs safely and responsibly continue to be our focus. The first quarter showcased many of these focus areas, and we have many more great things to look forward to in the remainder of this year and beyond. ","sees diluted earnings per common share midpoint increase to $3.02 for 2021. sees adjusted ebitda midpoint increase to $3.2 billion for 2021. " "We appreciate your interest and investment in our company. For 32 of my almost 40-year career, I had the good fortune to work with the assets and the people through various companies that are now a part of ONEOK. I'm excited and honored to be back. This company has a strong experienced management team and a talented workforce, and we are all looking forward to the future. I'm also looking forward to reacquainting or meeting many of you in the near future. ONEOK has seen tremendous growth and success under Terry's leadership the last seven years as he's navigated the company through several growth cycles and industry challenges, including delivering strong results during a pandemic. Terry championed many companies' successes, the transition to higher fee-based business model with less commodity price exposure, significant improvements in companywide safety and environmental performance, the successful ONEOK Partners merger transaction and the completion of more than $10 billion in capital growth projects to name just a few of his many accomplishments. The company has grown in many ways since I was here last, and I'm looking forward to building on what Terry, the board, the leadership team and ONEOK's 3,000 employees have achieved. During this first month on the job, I've been refamiliarizing myself with our business, holding strategy and planning meetings with the team and most importantly, listening. I've met with my leadership team and many employees to hear more about their focus areas. These introductions and conversations are very important and will continue. What you can expect from me as a CEO is that we will be disciplined and intentional in all that we do and continue to encourage a culture that promotes safety, reliability, employee engagement, value creation and environmental responsibility. These principles have served ONEOK well for decades and will continue to be a key element of our daily operations and business decisions going forward. The energy systems today were designed to operate on the consumers' requirements for affordability, reliability and, resiliency. We will continue to focus on meeting our customers' needs while also transforming these energy systems to drive the overall lowering of greenhouse gas emissions. Yesterday, we reported a strong second-quarter financial result, supported by increasing volumes across our system. The energy and economic backdrop continue to improve with producer activity accelerating and demand for NGLs and natural gas strengthening. Kevin will talk more in detail about how we're addressing those needs. With yesterday's earnings announcement, we updated our 2021 financial guidance expectations. Our view of 2021 continues to improve as we now expect 2021 adjusted EBITDA to be above the midpoint of our guidance range of $3.05 billion to $3.35 billion that we provided back in April. Our outlook for growth in 2022 has continued to strengthen. Higher commodity prices, accelerating producer activity and the rising gas to oil ratio in the Williston Basin provide a tailwind into next year. With available capacity across our operations and the completion of our Bear Creek plant expansion later this year, significant earnings power remains across our assets without the need for significant capital investment. The strengthening momentum going into 2022 makes us confident that we will achieve or exceed the '22 outlook we have discussed on previous calls. Now, for a brief overview of our second-quarter financial performance. ONEOK's second-quarter 2021 net income totaled $342 million or $0.77 per share. Second-quarter adjusted EBITDA totaled $802 million, a 50% increase year over year and a 3% increase compared with the first-quarter 2021 after backing out the benefit from winter storm Uri. We ended the second quarter with a higher inventory of unfractionated NGLs due to planned and unplanned outages at some of our fractionation facilities. We expect to recognize $12.5 million of earnings in the second half of 2021 as our current inventory is fractionated and sold, the majority of which will be recognized in the third quarter. Distributable cash flow was $570 million in the second quarter and dividend coverage was nearly 1.4 times. We generated more than $150 million of distributable cash flow in excess of dividends paid during the quarter. Our June 30 net debt-to-EBITDA on an annualized run rate basis was 4.3 times. And we continue to work toward our goal of sub-four times. We ended the second quarter with no borrowings outstanding on our $2.5 billion credit facility and nearly $375 million in cash. In July, the board of directors declared a dividend of $0.935 or $3.74 per share on an annualized basis, unchanged from the previous quarter. Our strong balance sheet, ample liquidity and increasing EBITDA from volume growth in our system provides a solid financial backdrop and flexibility as we enter the second half of the year. Our second-quarter NGL raw feed throughput and natural gas processing volumes increased compared with the first-quarter 2021 and driven by increasing producer activity, ethane recovery and gas to oil ratios that continue to rise in the Williston Basin. We expect these tailwinds to carry into the second half of the year and into 2022. In our natural gas liquids segment, total NGL raw feed throughput volumes increased 17% compared with the first-quarter 2021. Second-quarter raw feed throughput from the Rocky Mountain region increased 18% compared with the first-quarter 2021 and more than 85% compared with the second-quarter 2020, which included significant production curtailments resulting from the pandemic. As a reference point, volumes reached approximately 330,000 barrels per day in this region early this month. At this volume level, we still have more than 100,000 barrels per day of NGL pipeline capacity from the region, allowing us to capture increasing volumes on our system including volume from a new 250 million cubic feet per day third-party plant that came online in early July and expansion of another third-party plant that is underway, and our Bear Creek plant expansion, which is expected to be complete in the first half of the fourth quarter this year. Total mid-continent region raw feed throughput volumes increased 16% compared with the first-quarter 2021 and 10% compared with the second-quarter 2020. The Arbuckle II expansion was completed in the second quarter, increasing its capacity up to 500,000 barrels per day, adding additional transportation capacity between the mid-continent region and the Gulf Coast. In the Permian Basin, NGL volumes increased 16% compared with the first-quarter 2021, primarily as a result of increased ethane recovery and producer activity. Petrochemical demand continues to strengthen and has seen support from a continuing global pandemic recovery. This led to increased ethane recovery across our system in the second quarter. Ethane volumes on our system in the Rocky Mountain region increased compared with the first-quarter 2021 as we continue to incent some ethane recovery on a short-term basis. Continued ethane recovery in the Rockies in the second half of 2021 will depend on regional natural gas and ethane pricing. We have not included ethane recovery from the Rockies for the remainder of the year in our updated financial guidance. Ethane volumes on our mid-continent system increased compared with the first-quarter 2021 due to both favorable recovery economics and some incentivized recovery. We continue to forecast partial ethane recovery in our guidance for the second half of the year in this region. Ethane volumes in the Permian Basin increased in the second quarter compared with the first quarter of 2021. We continue to expect the basin to be in near full recovery in the second half of the year. Discretionary ethane on our system or said differently, the amount of ethane that we estimate could be operationally recovered at any given time but is not economic to recover at current prices without incentives, is approximately 225,000 barrels per day. Of that total opportunity, 125,000 barrels per day are available in the Rocky Mountain region and 100,000 barrels per day in the mid-continent. Full recovery in the Rockies region would provide an opportunity for $500 million in annual adjusted EBITDA at full rates. Moving on to the natural gas gathering and processing segment. In the Rocky Mountain region, second quarter processed volumes averaged more than 1.25 billion cubic feet per day, an increase of 6% compared with the first-quarter 2021 and more than 50% year over year. An outage at one of our plants, which has since come back online, decreased second-quarter volumes by approximately 15 million cubic feet per day. Towards the end of June, volumes reached 1.3 billion cubic feet per day, and we have line of sight to even higher processed volumes later in the year given the recent increase in completion crews and rigs in the basin. Conversations with our producers in the region continue to point to higher activity levels in the second half of 2021 and 2022, particularly in Dunn County, where construction on our Bear Creek processing plant is on track for completion in the first half of the fourth quarter of this year. Once in service, we will have approximately 1.7 billion cubic feet per day of processing capacity in the basin, and we'll be able to grow our volumes with minimal capital. In the second quarter, we connected 84 wells in the Rocky Mountain region and still expect to connect more than 300 this year. Based on the most recent producer completion schedules, we expect a significant increase in well connects in the second half of the year with some producers aligning the timing of well completions closer to the completion of Bear Creek. There are currently 23 rigs operating in the basin with nine on our dedicated acreage, and there continues to be a large inventory of drilled but uncompleted wells with more than 650 basinwide and approximately 325 on our dedicated acreage. We expect the current DUC inventory to get work down before we see producers bring back more rigs to the basin to replenish inventory levels. As we said last quarter, the eight completion crews currently operating in the basin is enough to reach our well connect guidance for the year. Any additional completion crews would present upside to our guidance. Rising gas to oil ratios and natural gas flaring in the basin continue to present opportunities for volume growth without the need for additional producer activity. Since 2016, GORs have increased more than 75%. Recent projections from the North Dakota Pipeline Authority show that even in a flat crude oil production environment, GORs could increase an additional 45% in the next seven years. This could add 1.3 billion cubic feet per day of gas production and approximately 150,000 barrels per day of C3+ NGL volume to the basin during that same time period. Again, this growth in natural gas is only based on increasing GORs and assumes flat crude oil production. Any growth in crude oil would be upside to those projections. We've added a new slide in our earnings materials to show these latest North Dakota projections, which include various production scenarios. During the second quarter, the gathering and processing segment's average fee rate increased to $1.06 per MMBtu, driven by higher Rocky Mountain region volumes. We now expect the fee rate for 2021 to average between $1 and $1.05 per MMBtu. The mid-continent region average process volumes increased 4% compared with the first-quarter 2021 as volumes returned following freeze offs in the first quarter. While the region has received some attention as commodity prices strengthened, producer activity has been more moderate than other areas. In the natural gas pipelines segment, the segment reported a solid quarter of stable fee-based earnings, the decrease in earnings year over year was driven by a onetime contract settlement that provided a $13.5 million benefit to earnings in the second quarter of 2020. We continue to see increased interest from our customers for additional long-term transportation and storage capacity on our system following the extreme winter weather events earlier this year. Since the first quarter, we have renewed or recontracted additional long-term storage capacity in both Texas and Oklahoma, including a successful open season for more than 1 billion cubic feet of incremental firm storage capacity at our West Texas storage assets. We'll continue to work with customers to contract additional long-term capacity as we head into the winter heating season. Pierce, that concludes my remarks. The results achieved so far this year, only 12 months removed from the unprecedented conditions in the second quarter of 2020 are nothing short of amazing. The resiliency of our assets and our employees and the caliber of our customers, we're able to work with and provide a long-term runway of many opportunities. But key to our success will continue to be operating safely, sustainably and responsibly with the health and safety of our communities and employees at the forefront of all that we do. To learn more about our commitment to responsible operations, I encourage you to review our most recent corporate sustainability report, which was just published to our website last week. The report details our most recent environmental, social and governance related to performance and programs and highlights key initiatives underway across the company. It's ONEOK employees who carry out these initiatives every day and who prioritize the safety and well-being of their fellow employees, customers and the public. Again, I'm excited to be back at ONEOK and looking forward to the opportunities and the challenges ahead. ","q2 earnings per share $0.77. oneok sees 2021 net income, adjusted earnings before interest, taxes, depreciation, amortization to be above midpoints of ranges provided on april 27, 2021. " "I'd also like to call your attention to supplemental slides related to our 2021 outlook posted on our website in the Investor Relations section. The company has explained some of these risks and uncertainties in its SEC filings included in the Risk Factors section of its annual report under Form 10-K and quarterly reports on Form 10-Q. Additionally, in our discussion today, we will reference certain non-GAAP financial measures. Today, I'm joined by Ed Pesicka, our President and Chief Executive Officer; and Andy Long, our Executive Vice President and Chief Financial Officer. This effort and focus has reinforced our position in the healthcare industry as a trusted partner by delivering on our mission of Empowering our Customers to Advance Healthcare. In addition, I am extremely pleased to be here today and report another strong quarter and close out of a record year. The strong performance in the quarter as well as the full year was a result of the successful execution and implementation of the key initiatives discussed during the previous quarterly earnings calls, which included two major items: one, infrastructure investments, with a focus on current and long-term profitable growth; and two, operational improvements, with a focus on enhancing the customer experience and increasing operating efficiencies. Starting with our Global Products segment, let me remind you of the infrastructure investments and operational improvements we shared previously during the past year. At a high level, we expanded our manufacturing output to align with the volume commitments of our customers. Here are just a few examples of these investments and operational improvements: one, the installation of new N95 production lines in our U.S.-based manufacturing facilities; two, we added nonwoven fabric manufacturing in our Lexington, North Carolina facility; three, we continued to expand our isolation and surgical gown production capacity; and four, we optimized the operational process to maximize output of the production lines. These investments and operational improvements enabled us to strengthen our position as one of the world's largest vertically integrated manufacturer of healthcare PPE. We manufacture a full range of healthcare PPE categories and subcategories, primarily manufactured in the Americas. These products are manufactured in our factories with our teammates, with our technology, with our fabric, with our patents, with our processes and with our quality and regulatory oversight. And then they're delivered through our network of distribution centers, with our teammates and our technologies. Along those lines, let me remind you of the infrastructure investments and operational improvements we shared previously during the past year related to our Global Solutions segment. One, we expanded our low-unit-of-measure warehouse infrastructure system. Two, we improved our inventory planning processes and algorithms. Three, we enhanced our data management service offering through QSight and the launching of myOM. We improved our B2B and B2C offerings in our home healthcare business. And lastly, we optimized the operational process to continue to improve our controllable service metrics. The combination of these investments and operational improvements in our Global Products and our Global Solutions segment continue to strengthen our position in supporting our customers across the entire value chain, with our products and our distribution network delivering what is needed to both the hospital as well as the home, while utilizing our services and data management to increase customer efficiency. The compelling results in Q4 and the full year of 2020 were driven by these investments and operational improvements, along with the dedication of our teammates and our overall commitment to enhancing the customer experience. Let me now share a few items from Q4 that validate our solid results. One, we achieved an increase of nearly 400% in adjusted net income per share compared to the fourth quarter in 2019. Two, we realized an increase of more than 200% in adjusted operating income versus the fourth quarter of the prior year. Three, we expanded our Q4 adjusted operating margins by 340 basis points versus the prior year. Four, we launched and successfully executed an upsized follow-on equity offering of nearly $200 million. Five, we reduced the debt by over $300 million in the fourth quarter. Six, and specifically related to Global Solutions segment, we grew revenue by 5% sequentially from Q3 to Q4, while maintaining industry-leading service levels. Seven, specifically related to Global Products segment, we grew revenue by 21% sequentially from Q3 to Q4. And since the beginning of the year, we manufactured record levels of PPE with approximately five billion units produced, with materials manufactured in our American factories or Owens & Minor-owned facilities. Eight, we generated operating cash flow of $71 million as a result of the increased earnings and working capital improvements. And lastly, we continued to make investments in infrastructure, service and technology. As you can tell, the fourth quarter was a remarkable close to 2020. It is, in fact, an extension of our track record of strong performance during the entire year. Here are some of the highlights from the full year of 2020. One, for the full year, adjusted earnings per share increased 265% from $0.62 to $2.26. Two, we continued the trend of recording year-over-year gross margin expansion, with gross margin expanding by 285 basis points. Three, we more than doubled our operating cash flow to $339 million as a result of increased earnings and working capital improvements. Four, we paid down debt by $534 million during the year, and it should be noted that we have reduced debt by more than $700 million over the past seven quarters. Five, we achieved year-over-year gross margin expansion in every quarter of 2020, making it seven consecutive quarters of year-over-year gross margin expansion. Six, we generated positive operating cash flow in every quarter of 2020, also making it seven consecutive quarters of positive operating cash flow. Next, we delivered year-over-year adjusted earnings per share growth on a constant currency basis in every quarter of 2020, making it five consecutive quarters of year-over-year adjusted earnings per share growth on a constant currency basis. And finally, we reached a milestone in the COVID-19 fight, with nearly 12 billion units of PPE delivered during the year. Look, I'm extremely pleased with our incredible results in 2020, which signify our stellar operating performance across the board. It is our Americas owned and operated facilities, along with the strong distribution network, that provides Owens & Minor with the unique ability to support the entire value chain. This differentiates us and puts us in a strong position for long-term profitable growth. Let me now shift to 2021 and focus on the areas that will shape the year and the future of Owens & Minor. These areas of focus will be investments, operational improvements and financial strength. Let me begin with financial strength. During 2020, we significantly deleveraged our balance sheet, implemented sustainable operational improvements and made investments for growth. We expect 2021 to be an extension of these actions, enabling continued deleveraging of the balance sheet and profit improvement. As a result of the deleveraging achieved in 2020, we now have greater latitude to make investments in our business for future growth. So moving on to investments. We will focus our investments on both organic and inorganic growth. Our investment strategy will remain disciplined, and we'll continue to focus on infrastructure, technology and operational improvements. Our organic growth investments will consist of: one, product portfolio expansion within our PPE, surgical infection and prevention categories and subcategories; two, product portfolio expansion outside of our PPE, surgical infection and prevention categories and subcategories; three, expansion into new verticals that utilize our product portfolio and expanded product portfolio; four, enhanced technology, utilizing the data and services we provide to our customers; five, harnessing our enterprisewide offerings to further enhance our customer experience; and six, complete the build-out of our continuous improvement team. Related to inorganic growth investments, our focus will be primarily on portfolio and end-market expansions. Let me now discuss operational improvements. We have begun the implementation of the Owens & Minor business system that is an enterprisewide business discipline consisting of the following: one, continuous improvement, continuous improvement, which is focused on delivering an enhanced customer experience while providing efficiency, improved output and financial achievements; two, standard management systems, which is based on definable metrics that will be measured and evaluated; and finally, program management, which will be utilized for alignment and execution of our strategic priorities and key initiatives. The Owens & Minor business system is the next step in the formalization of the actions utilized over the past two years to significantly improve our medical distribution service levels, to increase our manufacturing output to record levels, to develop and implement new technology and to deliver our strong performance. Let me now close with our 2021 outlook. First, we expect a strong momentum from Q4 to carry into 2021 related to the demand for our manufactured PPE. Secondly, we expect elective procedures to continue to improve throughout the year. And finally, we expect continued increase in demand for our home healthcare business, which is positioned well in one of the fastest-growing healthcare market segments. As I have discussed earlier, we had a strong fourth quarter and successful 2020. And I'm immensely proud of our accomplishments and the dedication of the Owens & Minor teammates. And we expect this momentum to continue into 2021. It is clear that our robust operational execution, combined with strategic investments, have fueled increased output and improved efficiency across the entire business, thus enabling us to better serve our customers. Continuing with this approach as a foundation of our strategy, we are well positioned to address the needs of healthcare for years to come based on our strong value proposition. Accordingly, I am pleased to state that we expect 2021 adjusted earnings per share to be in the range of $3 to $3.50. Today, I'll review our fourth quarter and full year financial results as well as the key drivers for our better-than-expected quarterly and annual performance. Later in my remarks, I'll share details regarding our expectations for 2021. Clearly, we finished 2020 in a very strong fashion, with good revenue growth in the fourth quarter and exceptional increases in operating income and earnings per share. I'll elaborate on each of these next. For the quarter, revenue was $2.4 billion compared to $2.2 billion for the prior year. This represents 8% growth and was driven by greater sales of PPE across both segments as well as growth in sales in our home healthcare business line and stabilization of the Medical Distribution business. Elective procedures were better than expected, but overall continue to trail pre-pandemic levels. Gross margin in the fourth quarter was 16.9%, an improvement of 390 basis points over prior year as a result of higher-margin sales from our Global Products segment, driven by continuing PPE demand as well as an improved operating efficiency. For the full year, gross margin was up 285 basis points to 15.1%. Distribution, selling and administrative expense of $283 million in the current quarter was $29 million higher than in the fourth quarter of 2019 as a result of top line growth and ongoing investments across all business lines, net of productivity gains. Interest expense of $17 million in the fourth quarter was down 23% or $5 million versus the same period in the prior year. For the full year, interest expense was lower by 15% or $15 million. These improvements are the result of continued reduction in debt, along with lower base rates and utilization of our accounts receivable securitization program. Our strong execution in serving our customers, along with very high demand for PPE, growth in home healthcare and productivity gains across the company, led to very strong bottom line results. On a GAAP basis, income from continuing operations for the quarter was $51 million or $0.72 a share, and $88 million or $1.39 per share for the full year. Adjusted net income in the fourth quarter was $80 million, and adjusted earnings per share was $1.14, about a fivefold increase compared to the prior year. For the full year, adjusted income from continuing operations was $144 million, which equates to an adjusted earnings per share of $2.26, a significant increase from the $0.62 in 2019. Foreign currency impact on earnings per share for the fourth quarter was $0.06 favorable, and for full year 2020, it was $0.08 favorable. Next, I'll discuss our fourth quarter highlights by segment. Global Solutions revenue was $1.95 billion compared to $1.94 billion in the fourth quarter of last year. This slight increase in revenue was due to growth in our home healthcare business, coupled with higher levels of PPE sold through Medical Distribution, partially offset by the negative impact of COVID-19 on elective procedures versus the prior year. The typical seasonal growth in this segment was muted by the pandemic. Operating income for the segment was $22 million compared to $19 million last year. Despite the negative impact of COVID-19, growth in home healthcare and our productivity and efficiency gains helped drive nice growth in bottom line operating results, particularly in the back half of the year. In our Global Products segment, net revenue in the fourth quarter was $575 million compared to $363 million last year, an increase of 58%, which was driven by growth in volume of PPE sales, slightly offset by the impact of lower elective procedures. Global Products operating income for the quarter was $100 million, more than a fourfold increase versus the $22 million in the prior year's fourth quarter. Higher revenue through capacity expansions for PPE products, productivity initiatives, favorable product mix and improved fixed cost leverage, as we ramped up production throughout the year, all contributed to the very strong improvement in performance. Foreign currency impact was favorable on a year-over-year basis by $5.4 million. Moving now to cash flow, the balance sheet and capital structure. In the quarter, we generated $71 million of operating cash flow. And for the full year, we generated $339 million of operating cash flow, which was more than two times the prior year. Increased profitability and disciplined working capital management were the primary drivers of the progress in this area. The strong cash flow was achieved despite our investment in a seasonal inventory build to ensure continuity of supply for our customers. We expect cash flow to continue to be strong in 2021. During the course of 2020, we accomplished several milestones in our financial strategy. We strategically divested Movianto for $133 million to remain focused on our core assets and used the proceeds from the sale to pay down debt. We entered into an accounts receivable securitization program to provide additional lower-cost financing that enhances our financial flexibility. We issued new equity in an upsized offering, netting $190 million to strengthen our balance sheet. And finally, we fully retired our 2021 notes with cash, further reducing our debt. As a result, total debt was $1.03 billion at December 31, reflecting a significant reduction of 34% or $534 million during the year. As we exit 2020, our balance sheet is in very good shape, and our leverage is down to around three times EBITDA. Going forward, we intend to further deleverage the balance sheet, while we continue to reinvest in our businesses for future growth. In fact, in early January, we paid off the remainder of our term A loans. The work we did during the course of 2020 by deploying cash generated by the business to pay down debt, while maintaining ample liquidity, has helped to create a strong foundation to execute our growth strategy. Our success was recently rewarded with another credit upgrade by Moody's. We plan to further strengthen that foundation in 2021. Turning to guidance for the year. Given the complexity and uncertainty of the markets we serve, I'd like to provide you with as much color as possible as I walk you through the assumptions that went into developing our guidance range. Starting with the top line. We expect revenue to be in the range of $9.2 billion to $9.7 billion, which is expected to be driven by several factors. The throughput from PPE-related capacity expansions will continue to benefit 2021. To date, demand for PPE remains very high, and we believe a great deal of runway remains due to post-COVID changes in practices and protocols in the healthcare industry. Also, throughout 2021, we will remain focused on driving productivity and increasing operating efficiency through existing and incremental capacity. New patient capture and growth from existing customers at Byram, our home healthcare business, will drive growth as investments toward improving B2B and B2C offerings pay off. Also, revenue will benefit from the number of elective procedures returning to pre-pandemic levels in the second half of the year. We assume there will not be a repeat of shutdowns in elective procedures as we saw in Q2 of 2020. It's critically important to understand the final component of our revenue growth projection. During 2020, continuing into 2021, significant cost increases from glove producers are translating to higher-end user prices in the market. This is particularly true for the portion of gloves we don't produce in our own facilities. To date, we have successfully passed through these cost increases, which are reflected on the revenue line and should be noted for their extraordinary impact. Our revenue forecast for 2021 includes a glove cost pass-through in the range of $300 million to $500 million. However, there will be minimal bottom line impact resulting from this revenue lift. Gross margin rate is expected to be in the range of 14.9% to 15.4% in 2021 as we continue to expand our breadth and scale. The gross margin rate will be negatively impacted by the pass-through of glove cost increases as I just described. Distribution, selling and administrative expense is expected to trend higher than last year. Our ongoing investments in infrastructure, technology and services to enhance the customer experience, along with volume, is fueling this increase and should be partially self-funded with ongoing productivity efforts. With substantially lower debt, our interest expense will follow suit. We'll continue our drive to reduce leverage and plan to be in the range of two to 3 times. As a result, interest expense is expected to be between $60 million and $65 million for the year. Let me talk about the market dynamics that frame our projection for 2021. Based on our current line of sight, the 2020 trend of demand-supply imbalances in the PPE market are expected to continue in 2021. Looking ahead, we expect to benefit from PPE supply contracts that are multiyear in duration. We're increasingly confident that the post-pandemic demand for PPE will land above historic usage, but clearly below peak pandemic levels. It's also very important to understand the expected calendarization of earnings in 2021. The dynamics that helped drive our strong fourth quarter results remain in place heading into 2021. Given this momentum carrying into Q1, we do not expect to see the typical pattern of earnings throughout the year. Specifically, we expect Q1 earnings to be more in line with the back half of 2020. Please note that these key modeling assumptions for full year 2021 have been summarized on supplemental slides filed with the SEC on Form 8-K earlier today and posted to the Investor Relations section of our website. While I look back on our performance in 2020, it's one where we showcased our ability to adapt to changing customer needs and deliver really strong results. I also see a track record of consistently improving financial results that have positioned us well for the future. ","q4 adjusted earnings per share $1.14. q4 gaap earnings per share $0.72. expects adjusted net income for 2021 to be in a range of $3.00 to $3.50 per share. " "Hosting the call, today are Doron Blachar, our Chief Executive Officer; Assi Ginzburg, Chief Financial Officer; Smadar Lavi, Vice President of Corporate Finance and Investor Relations. Actual future results may differ materially from those projected as a result of certain risks and uncertainties. For a discussion of such risks and uncertainties, please see Risk Factors section as described in Ormat Technologies annual report on Form 10-K and quarterly reports on Form 10-Q that are filed with the SEC. In addition, during the call, the company will present non-GAAP financial measures, such as adjusted EBITDA. Because these measures are not calculated in accordance with GAAP, they should not be considered in isolation from the financial statements prepared in accordance with GAAP. Doron, the call is yours. This was a productive quarter for Ormat. As we are progressing with our plans to grow our Electricity and Energy Storage segment, the quarter was highlighted by execution of our organic and M&A growth strategies. We completed the expansion of the McGinness Complex in Nevada with higher generating capacity than originally planned, and made significant progress ramping up generation of the Puna plant in Hawaii. Simultaneously, we closed a significant acquisition of two operating power plants and two other assets, which should contribute to our future growth. In the Energy Storage segment, we continue with our BD efforts to secure new interconnection in land position to support our pipeline and we recently released two storage asset for construction. The progress in our growth reinforces our belief that we can achieve our stated goals of increasing Ormat's combined geothermal energy storage and solar generating portfolio to more than 1.5-gigawatt by 2023. While we continue to view 2021 is a buildup year in which we lay additional groundwork to accelerate our growth. The increased backlog and sales pipeline, along with the -- I guess the only tailwinds and significant portfolio growth coming from our Electricity and Energy Storage segment support our target of an annual run rate of more than $500 million in adjusted EBITDA toward the end of 2022. Let me start my review of the financial results on Slide 5. Total revenue for the second quarter were $146.4 million, down 16% from the prior year. The driver for the decrease were the product segment, which was impacted by low product backlog. Second quarter 2021 consolidated gross profit was $52 million, resulting in a gross margin of 35.4%, 200 basis point lower than in the second quarter of 2020, mainly driven by the reduction in the Electricity segment. This quarter, we experienced mostly temporary issues related to the Olkaria, Steamboat and Brawley complexes. These issues reduced our Electricity gross profit by approximately $8 million. For the six months, gross margin was 40.1%, similar to the same period last year. We delivered net income attributed to the company stockholders of $13 million or $0.23 in the quarter compared to $23 million or $0.45 per share for the same quarter last year. Our effective tax rate for the second quarter of 2021 was 22.6%, which is lower than the 33% effective tax rate from the second quarter of 2020, mainly due to the movement in the valuation allowances for each quarter. We now expect the annual effective tax rate to stand by approximately 33% for the full-year 2021, assuming no material one-time impacts. Adjusted EBITDA decreased 13.6% to $84.5 million in the second quarter, impacted mainly by gross profit reduction and higher G&A expenses, driven by increased legal costs. Moving to Slide 6; breaking the revenue down, Electricity segment revenues increased 4% to $134 million, supported by contribution from new added capacity at our Steamboat and McGinness Hill complexes, as well as Puna resumed operation. In addition, our Steamboat Complex had a mechanical issue, it was resolved few days later. And in Brawley, we experienced a surface leak in one of the injection wells, which reduced generation. In the Product segment, revenue declined 83% to $7.4 million, representing 5% of total revenue in the second quarter. The decline year-over-year is expected to continue throughout '21, due to the lower backlog and the beginning -- from the beginning of the year. Energy storage segment revenues increased nearly 124% year-over-year to $5.6 million in the second quarter, representing 4% of our total revenue for the quarter. The growth was mainly driven by revenues from the acquired Pomona energy storage asset and the contribution of our Vallecito facility in California, which started commercial operation in April of 2021. Let's move to Slide 7. Gross margin for the Electricity segment for the quarter decreased year-over-year to 37.4%. This was the result of a higher cost related to the repair of the recovery of the Olkaria, Steamboat, and Brawley complexes. In addition, in the second quarter last year, we did record a business interruption insurance recovery of $2.7 million related to Puna complex compared to zero this year. In the Product segment, gross margin was 20.1% in the second quarter compared to 20.6% in the same time last year. The Energy Storage segment reported again a positive gross margin compared to a negative gross margin in the second quarter last year. The improvement was primarily driven by the acquisition of the Pomona Energy Storage assets. Turning to Slide 8. Adjusted EBITDA decreased 40% to $84.5 million in the second quarter, impacted mainly by gross profit reduction and higher G&A expenses, driven by increased legal costs. The Electricity segment generated 94% of the total Adjusted EBITDA in the second quarter and the Product segment generated 4%. The Storage segment reported adjusted EBITDA of $2 million, which represent 2% of the total adjusted EBITDA. Reconciliation of EBITDA and adjusted EBITDA are provided in the appendix slide. On Slide 9; our net debt as of June 30, 2021, was $1.40 billion. Cash and cash equivalent and restricted cash and cash equivalent as of June 30 was approximately $330 million compared to $537 million as of year-end. In addition, we had $46 million of marketable securities. Slide 9 breaks down the use of case for the six months and illustrates our ability to reinvest in the business, service debt, and return capital to our shareholders in form of cash dividends. All from cash generated by operation and our strong liquidity position. Our long-term debt as of June 30, 2021, was $1.4 billion, net of deferred financing costs and its payment schedule is presented on Slide 30, in the appendix. The average cost of debt was 4.9%. During July, we closed two new corporate loan raising approximately $175 million out of which $50 million are green bonds provided HSBC bank. Funds were used to finance the Terra-Gen acquisition. On August 4, 2021, the company Board of Directors declared approved and authorized payment of quarterly dividend of $0.12 per share pursuant to the company's dividend policy. The dividend will be paid on September 1, 2021, to shareholders of record as of the close of business day on August 18, 2021. In addition, we expect to pay dividend of $0.12 per share in the next quarter. That concludes my financial overview. Turning to Slide 12, for a look at our operating portfolio. Power generation in our power plants increased by approximately 2.4% compared to last year. In the second quarter, we see the continued contribution of Steamboat related started operation in mid-2020. The incremental contribution of McGinness Hill for approximately one month and the generation from Puna that is operating still in passive capacity. These were partially offset by continued curtailment in low performance of the field in Olkaria power plant and other operational issues in the US that I will elaborate shortly. We recently completed the expansion of our McGinness Hill facility and are now providing electricity for approximately 6,000 homes, while offsetting approximately 63,000 tons of CO2 emissions, delivering the highest level of efficiency and safety in the geothermal industry. With the addition of the acquired operating assets, we are running one-gigawatt electricity portfolio, an increase of 83-megawatt in the second quarter. As noted on Slide 13, Puna resumed operation in November 2020. We have ramped Puna generation to approximately 28-megawatts, following the repair of a turbine, up from 20-megawatts in our last quarterly report. We expect to reach 30-megawatts by year-end. We have continued discussions with HELCO and the PUC about our new PPA and continue selling electricity under our existing PPA, which is in effect until the end of 2027. Turning to Slide 14. Let me discuss some of the challenges we experienced this quarter in a few of our operating assets. And I would start with the known one in Kenya. Our revenue in Olkaria complex was down year-over-year, as a result of continued curtailment and a reduction in the performance of the resource. The combination of which has resulted in approximately a reduction of generating capacity of 25-megawatts. This reduction in capacity reduced our quarterly gross margin by approximately $2.7 million. We are operating to restore the complex generating capacity through our continuous drilling campaign in Kenya, and are optimistic we will see an increase in production through and by the end of the year. We expect a similar quarter reduction in revenue until capacity is fully restored. We also experienced a mechanical failure at our Steamboat Complex, resulting in revenue loss and interest expenses that reduced gross margin by approximately $2 million. The Steamboat complex is now back to full operation. In the Brawley Complex, we had a leak in one of the injections well and a pump failure in one of the production well which caused the reduction of the generating capacity to three-megawatt. We are working to restore full production in Brawley. The second half of 2021 will be impacted by the low performance of the Olkaria and Brawley power plant. And we have updated our annual guidance accordingly. Turning to Slide 15. In July, we closed the acquisition Terra-Gen asset. This acquisition added a total net generating capacity of approximately 67.5-megawatts to our portfolio. In addition, we bought the greenfield development asset adjacent to Dixie Valley with high resource potential. And an underutilized transmission line capable of handling between 300-megawatts to 400-megawatts on 230-kilowatt electricity, connecting Dixie Valley to California. With this acquisition, we now own 10 operating plants in Nevada, generating a total of 443-megawatt. The proximity of this plant to population centers in both Nevada and California is important. California remains at the forefront of driving the adoption of renewable energy with supportive mandates and requirements already in place and more being considered. Utility companies in California are increasingly looking for affordable and reliable renewable energy. This dynamic made the acquired transmission lines increasingly important. Turning to Slide 16 for an update on our backlog. While the results of our product segment continue to be impacted by the lower backlog at the beginning of the year, we are starting to see encouraging signs of recovery. We have seen clear signs of improvement in this business, including an expansion of our backlog, reinforcing our confidence that this is a short-term phenomenon. As of August 4, 2021, our product segment backlog increased 59% by $22 million to reach $59 million compared to $37 million in early May this year. We signed a few contracts during the quarter, including a new contract with Star Energy Geothermal to supply products to a new 14- megawatt Salak geothermal power plant in Indonesia and then other contract to supply equipment to the project in Japan. Despite the recent improvements in this segment, we anticipate continued weakness in our product revenue during 2021 and have adjusted our annual guidance accordingly. Partially offsetting the weakness of the product segment, there has been a consistent improvement in our Energy Storage segment. As I mentioned earlier and as discussed in Slide 17, this business continues to become a more important part of our consolidated results. This quarter our projects in both the East Coast and Texas enjoyed higher revenues due to higher market prices. The Storage Segment again generated positive EBITDA and we released two new project for construction in Ohio and California. Moving to Slide 18. As previously mentioned, the supported mandates being implemented in California and the increasing demand for affordable and reliable renewable energy in this state. One example is the recent ruling by CTC [Phonetic] require electrical load service entities LLCs to procure 11.5-gigawatt of new clean electricity by 2026. One gigawatt of this procurement must deliver thermal power with an 80% capacity factor produce zero onsite emission and be weather- independent. No form of renewable energy generation is more poised to fill this slate than geothermal, with a 95% capacity factor and thermal flexible generation. Geothermal energy is not only an excellent complement to intermittent resources, but the natural replacement for baseload fossil fuels and nuclear generation. California efforts to achieve its goal of 100% carbon free electricity by 2045, through massive deployment of renewable energy and energy storage resources enable us to sign new contracts for geothermal and we did this quarter with CPA for 14-megawatt Heber South geothermal power plant in the Imperial Valley, California. We also issued our first ever request for the -- for the 26-megawatt Heber 2 and actively look for opportunities for our storage platform. Moving to Slide 20 and 21. As we have communicated, 2021 will be a significant buildup year, comprised mainly of geothermal project. This build up support of robust growth plans, which is expected to increase our total portfolio by almost 50% by the end of 2023. Our medium-term goal in the electricity segment is to add an additional 240-megawatts to 250-megawatts by year-end 2023, above the 80-megawatts added since the beginning of 2021. And in our rapidly growing energy storage portfolio, we plan to enhance our growth and to increase our portfolio by 200-megawatts to 300-megawatts by year-end 2022. Achieving this growth target is expected to help us reach an annual run rate of more than $500 million in adjusted EBITDA toward the end of 2022 that we expect to continue to grow as we move forward with our plans in 2023 and onwards. Slide 22 displays 13 projects underway that comprise the majority of our 2023 growth goals. While we are experiencing some delays in the permitting process, we are still on track to meet our growth target for the end of 2023. Moving to Slide 23 and 24, the second layer of our growth has come from the energy storage segment. Slide 23 demonstrates the energy storage facilities, we have announced or started construction. We released two new projects for construction Boeing grant and Pomona [Phonetic]. The other projects included our growth plan are in different stages of development and their release will require site control and execution of an interconnection agreement, all obviously subject to economic justification. As you can see on Slide 24, our energy storage pipeline extends two-gigawatt and plus [Phonetic] include 36 name, potential projects, mainly in Texas, New Jersey, and California. Moving to Slide 25, the significant growth in both our electricity and storage segment will require robust capital investment over the next couple of year. To fund this growth, we have over $750 million of cash and available lines of credit. Our total expected capital spend for the remainder of 2021 includes approximately $280 million for capital expenditures as detailed on Slide 31 in the appendix. Overall, Ormat is well positioned with excellent liquidity and ample access to additional capital to fund future initiative. We expect total revenues between $650 million and $685 million with Electricity segment's revenues between %585 million and $595 million. We expect Product segment revenues between $400 million and $60 million. Guidance for Energy storage revenue are expected to be between $25 million to $30 million. We expect adjusted EBITDA to be between $400 million and $410 million. We expect annual adjusted EBITDA attributable to minority interest to be approximately $31 million. As noted in previous quarter, adjusted EBITDA guidance for 2021 includes insurance proceeds of approximately $10 million. Operator, if you please? ","q2 earnings per share $0.23. increases 2021 revenue annual guidance. sees 2021 total revenues of between $650 million and $685 million. " "Both of the documents are available at Old Republic's website, which is www. Risks associated with these statements can be found in the Company's latest SEC filings. So I'll kick things off here. ORI produced another terrific quarter with General Insurance and Title Insurance each posting exceptional results that drove the strong consolidated results that we posted. Compared to the second quarter of 2020, total net premium and fees increased to just under $2 billion, up almost 30%, pre-tax operating income increased to $275 million, and that's up 80% and the consolidated combined ratio improved to 90.6%, a 5.5 percentage point improvement. Again, comparing to the second quarter of '20, General Insurance saw growth return with net written premium increasing by 13% and in Title Insurance we grew net premiums and fees earned by 57%. So our specialty strategy with our diverse portfolio of specialty products in both the General Insurance and Title Insurance groups continue to deliver strong growth and strong profitability. So with that introduction, I'll now turn the discussion over to Frank, to discuss some of the per share figures along with our investment portfolio, and then he'll turn things back to me to cover General Insurance, and that'll be followed by Carolyn, who will discuss Title Insurance, and then of course, we'll open it up to Q&A after that. So Frank, I hand it over to you. For the first six months of this year net operating income was $427 million, which was up 61%. Results for both periods were driven by substantial growth and underwriting profitability within our General and Title Insurance segments, and you'll hear more about that shortly. Additionally, shareholders' equity rose to just under $6.8 billion, resulting in book value per share growing to a record $22.59. So taking into account dividends, this was an 11% increase from last year-end. This growth was driven by a combination of our strong earnings along with further market appreciation within the investment portfolio. At June 30th, that investment portfolio consisted of approximately 68% of highly rated bonds and short-term investments with the remaining 32% allocated to large-cap stocks that have a long history of not only paying dividends, but increasing them. The fair value of the equity portfolio improved by another $120 million during the quarter and ended with an unrealized gain of nearly $1.3 billion. Net investment income decreased slightly for the quarter and almost 5% year-to-date, as the impact of lower yield on new investment purchases more than offset a modest increase in the average investment base. The average maturity on the bond portfolio remained consistent at approximately four years, and the book yield was 2.6% compared to a market yield of 2.5%. Now turning to the liability side of the balance sheet, claim reserves grew to just over $11 billion at June 30th, all three operating segments recognized favorable claim reserve development for the quarter. In total, the consolidated claim ratio benefited by 1.8 percentage points for both this year's second quarter and first half, compared to 0.3 and 0.6 percentage points for the same period a year ago. Finally, our mortgage run-off operations continue to generate results aligned with our expectations. The group paid another $25 million dividend to parent, bringing the total to $50 million for the year. We expect that pace of dividends to continue through the remainder of the year. Total GAAP shareholders' equity for the mortgage companies ended the quarter at just under $220 million. So turning to General Insurance. As I already noted, we saw growth return with net written premium increasing by 13% and net premiums earned increasing 6%. Compared to second quarter of 2020, pre-tax operating income rose by almost 45% primarily from our improved claim ratios. The overall combined ratio improved 4.4 percentage points from 98.4% to 94%. The claim ratios we reported were of course inclusive of favorable prior year development and that came in at 2.9 percentage points for the quarter. Net premiums written in commercial auto grew by 13% with the tailwind we have from continued rate increases in auto liability and those rate increases right now are coming in, in the 15% range. Our second quarter commercial auto claim ratio improved 75.4% compared to 83.4% in the second quarter of '20. As far as frequency, claim frequency is returning, but still lower than pre-pandemic levels. And, however, offsetting that is higher severity that continues due to greater speeds and the continued pressure on settlement values. Turning to workers' compensation, net premiums written were even compared with the second quarter of '20. However, that's a notable improvement from recent quarters where we've experienced some declines. Rates in work comp were slightly negative and that's fluctuated between quarters, between a range of plus or minus 2% over the most recent quarters. So relatively flat trend there. The workers' compensation, second quarter claim ratio came in at 59.6% and that compares to 65.7% in the second quarter of 2020. Claim frequency here in workers' comp is trending back toward pre-pandemic levels. Given that we typically provide commercial auto, workers' comp and general liability together in our product offering. This combined claim ratio came in at 69.1% compared to 74.6% in last year's second quarter. Highlighting the results in financial indemnity, property and other coverages, which we show in the financial supplement, we've expanded our product offering in these areas, and collectively in those three areas we grew net written premium by 25% this quarter and the favorable claim ratios help contribute to the improved combined ratio in the General Insurance Group. So we -- in General Insurance, continue to enhance our underwriting excellence through better segmentation, improved risk selection, pricing precision and increased use of analytics and we feel confident that these efforts will continue to facilitate strong underwriting profitability as we move through the year. The marketplace is generally disciplined and it's therefore favorable for us to continue to obtain appropriate prices for our products while maintaining our high retention ratios. So that will wrap it up for the General Insurance Group for the time being. I'll now turn the discussion over to Carolyn, who along with the rest of her team have put together a string of terrific quarters. So Carolyn, I'll let you take it from here. Total premium and fee revenue for the quarter of $1.1 billion was up nearly 57% from the prior year. This is a combination of strong contributions from both agency business, up 61% and our direct production channels up 44%. For the six-month year-to-date period premium and fee revenue has already surpassed the $2 billion mark, a 48.6% increase from the comparable period last year. Our pre-tax operating income of a $138 million for the quarter compared to $65 million in last year's second quarter, an increase of approximately $73 million or 112.3%. The second quarter also marks four consecutive quarters in which the $100 million pre-tax operating income threshold has been exceeded. The high premium and fee volume provide greater leverage of our expense structures noted in our 85.4% expense ratio for the second quarter this year. An 86.3% for year-to-date June results, versus 89.6% and 90.6% for the comparable prior periods. For the Mortgage Banker Association full year 2021 mortgage originations are expected to be one of the top years on record, although, trailing by 10.5%, the record-setting 2020 results. Since second quarter 2020, refinances have made up the lion share of the mortgage origination growth and this trend continue through the second quarter of 2021. There is a marked decrease expected in refinances for the second half of the year, as compared to the strong volumes experienced during the second half of 2020. However, on the flip side, the purchase market is expected to increase by over 15% in 2021, which helps the title insurance industry with a higher fee profile. Technology continues to be a cornerstone for advancement in our industry, as well as a key piece of Old Republic's ability to deliver on our business goals and objectives. During the third quarter 2020 earnings call, we introduced a Proof of Concept project we had initiated around Robotic Process Automation or RPA, while creating our first spot. This Proof of Concept proved measurable ability to reallocate human hours of work. More importantly and really more exciting, the early metrics are showing a 35% reduction and the time to complete the processes, while providing elasticity to handle changes in volume. This elasticity allows for increases in volume without an increase in corresponding expense. The Proof of Concept created the results, we were hoping for and we will continue to deploy and leverage this technology. We know that we are only starting to tap the potential of RPA and other automation technologies, and are excited to implement their capabilities. This represents just one initiative in our portfolio of technology projects that we are working on. The last year showed the increased usage of our digital solutions and platforms, we saw a similar trend with the usage of our digital closing platform Pavaso. In fact, we remain the clear market leader in this space, as the majority of the digital closings and e-notes completed nationwide occur on Pavaso. As a result, we constantly reinvest in improvements that will continue to expand the adoption of digital closings in the industry. One other quick example of our technology focus that I would like to share with you is that one of the major challenges identified in the industry was the work required to tag documents, to allow electronic signatures by all parties in the transaction. Historically on the title side it required manual and time-consuming preparation to apply the tags. To address this, we released the recent enhancement of text tagging, which allows for the reduction of or even eliminates manual tagging efforts. Though this is specifically targeted for the title industry, it will be used by any party that doesn't currently have a document tagging standard. We are committed to easing the challenges to adoption and will have a continued focus on that. Essentially, our business roadmap and our technology roadmap have converged into one as they must, to achieve our results. I look forward to continue to share the results of these with you in the future. Our plan is to blend the history of Old Republic solid business practices procedures and expertise with technology to fully unlock their measurable benefits across our business units. As we enter the second half of the year our order counts remained strong mortgage rates are projected to remain low, and continued improvements in the unemployment rate are all drivers that should equate to a healthy real estate market to finish off the year. I'd like to close with my appreciation to all our employees and customers, as they continue to meet the high demands of the current real estate market. As always, our guiding principles of integrity, managing for the long run, financial strength, protection of our policyholders and the well-being of our employees and customers who'll be at the forefront of all that we do. Well, again, we're very pleased with another quarter of exceptional operating result, and we're also very pleased with our specialty strategy providing specialty insurance and products to core industry served by General Insurance and Title Insurance, which in turn produces value for our shareholders. ","compname reports q2 earnings per share of 73 cents per share. " "Earlier today, we published our second quarter 2021 results. A copy of the release is available on our website at oshkoshcorp.com. Our presenters today include John Pfeifer, President and Chief Executive Officer and Mike Pat, Executive Vice President and Chief Financial Officer. We're happy to announce outstanding second quarter results, highlighted by sales of $1.9 billion and adjusted earnings per share of $1.48, both of which exceeded the prior year and our expectations. Demand across the company and particularly in our Access Equipment segment has come back stronger and faster than we expected as a result of positive vaccination progress and the confidence that, that brings to the marketplace. Our production rates are back to pre-pandemic levels across the company and our 14,000 dedicated team members continue to do an exceptional job of rapidly adapting to changing situations as we recover from the pandemic. Companies across the globe are facing significant supply chain challenges as the economy rebounds, including a global semiconductor shortage, record high steel prices and resin shortages from the deep freeze in Texas back in February. Our supply chain team members and third-party suppliers have worked hard to maintain production, but supply chain disruptions will likely remain a risk, we will continue to manage for the duration of 2021. In addition to our strong second quarter performance, we received some great news on February 23, when we were notified that we won the Next Generation Delivery Vehicle program with the United States Postal Service. I am very proud of the efforts of our team over the past several years that culminated in this historic win, which supports President Biden's goal to electrify the federal fleet with zero-emission vehicles and create new sustainable manufacturing jobs in America. Our Defense segment will supply the Postal Service with as many zero-emission battery electric vehicles or BEV units that they desire as they upgrade their fleet to be increasingly sustainable. This award is the latest accomplishment in our 25 years of continuous innovation in electric drive and BEV engineering. I will discuss this exciting contract win in more detail a little later. We are also proud to be included in the S&P Global Sustainability Yearbook once again in 2021. The inclusion in the yearbook highlights top 15 performance for Oshkosh in our industry category and underscores our commitment to creating a more sustainable future and culture that is centered on a safe and inclusive workplace. Additionally, we have pledged to further reduce greenhouse gas emissions and energy consumption as we continue to make investments in technology, including the development of battery electric products in all of our businesses. I am also pleased to announce our expectations for 2021, adjusted earnings per share to be in the range of $6.35 to $6.85 as we return to our practice of providing quantitative guidance. Mike will share more details in his section. The improvements we started to see in our markets back in December and January, following positive vaccine news, rapidly accelerated over the past few months and helped drive the strong performance we are reporting today. Revenue increased by 6.5% over the prior year, leading to a solid adjusted operating margin of over 11%. We previously expected a return to growth in the second half of the year, so we are pleased to be ahead of schedule. These strong results would not be possible without the access team's disciplined execution through the pandemic, which has enabled the business to quickly respond to changing customer demand, particularly in North America. Orders were also strong, leading to a solid backlog of $1.5 billion for this segment, up 80% versus last year. Since most forecasts project nonresidential construction to be down in 2021, we have -- we believe replacement demand is driving access equipment sales growth. As we've discussed for the past several quarters, fleet ages are elevated throughout the North American market, and we believe the need to replace these aged fleets will be a significant driver for new equipment sales in the coming quarters. We are further encouraged that demand has returned for a broad cross-section of customers, not just the largest and most visible rental companies. This is important as we believe it signals a healthy and robust market. As we noted on the last earnings call, JLG's U.S. production facilities returned to full production levels in March. While the threat of absenteeism in our operations has significantly decreased due to lower COVID infectivity rates and robust contact tracing, we are closely managing supply chain challenges that could impact production in the second half of the year. As part of the coalition of American Manufacturers of Mobile Access Equipment, we also took action during the quarter against some unfair competition practices by foreign companies in the United States. We believe this is good for the long-term health of the industry. Steel prices remain at record highs, and we took further actions during the quarter to mitigate the risk, including additional cost locks on portions of our planned steel purchases as well as price increases for new units ordered beginning in early March. Much like we experienced in 2018 when steel costs increased significantly, there will be a lag in the benefit until we work through orders that were in our backlog prior to the price increase. I'd also like to share some good news on our Tianjin China facility. Construction is largely complete for our expanded operations, and we expect to begin shipping product out of the new capacity later this year. This is an important step in our long-term strategy to drive profitable growth in China and other Asian markets. We're proud to be the supplier of the next-generation delivery vehicles for the United States Postal Service. Recall that this competition has been a rigorous five-year process and our world-class engineers really stepped up to the challenge to provide the postal service with a vehicle that meets or exceeds all of their current and future needs. The program covers the purchase of 50,000 to 165,000 units over 10 years as part of the postal services plan to significantly modernize their delivery fleet with improved safety, reliability, sustainability, cost efficiency and a much better working experience for our nation's postal carriers. Our offering provides the postal service with both zero-emission BEV units and fuel-efficient, low-emission ICE units with the option of delivering any combination up to 100% of either model. The vehicle design also provides the postal service with the flexibility of converting ICE units to BEV units in the future. We expect to begin delivering production vehicles in the second half of calendar 2023. We are also pleased with the progress of integrating Pratt Miller into the company, following the close of the acquisition in January. We look forward to leveraging their speed, agility and expertise as we intensify our innovation focus across the company. Our operations team at Defense continues to work hard to deliver the JLTVs, FMTVs and FHTVs that support our U.S. armed forces. During the quarter, we established a new production line for a portion of our volume. The new production line incorporates industry-leading technology to further optimize the manufacturing process. We did experience higher onetime costs and onetime inefficiencies during the quarter as part of the move, which supports the long-term success of the segment. Before we leave the Defense segment, I'm pleased to announce that the National Advanced Mobility Consortium has selected Oshkosh Defense and our partner, ST Engineering, to participate in the prototype phase for the U.S. Army's cold weather all-terrain vehicle, or CATV. The CATV is a new program for tracked vehicles that operate in arctic conditions and are designed to replace the small unit support vehicles that have been in service since the early 1980s. We believe the program represents another solid opportunity in an adjacent product space for our defense business. The Fire & Emergency segment delivered another quarter of outstanding performance with both strong sales growth and an operating income margin over 15%. Last year, we faced a significant supplier challenge, combined with customer final inspection limitations as the pandemic struck, but the team recovered quickly and continues to deliver industry-leading performance. We've also moved past concerns we had discussed surrounding absenteeism, and our operations have returned to pre-COVID levels. We often talk about the strength and capabilities of our strong Pierce dealer network. Despite the pandemic, our dealers have continued to increase investments in their sales and service networks, demonstrating their commitment to customers. We believe this is the type of commitment that ensures sustainable success going forward. The segment finished the quarter with another solid backlog of $1.3 billion, basically on par with last year's all-time record. Orders in the quarter were lower year-over-year as we expected, largely due to the pandemic-related impacts. As we've said previously, we will monitor municipal budgets, and we believe that the North American fire truck market will decline modestly over the next few quarters as a result of the pandemic. However, we don't believe this will be much of an impact on the long-term success story that we are building with our Fire & Emergency business. And as Mike will discuss, our outlook for this business in 2021 is strong. Our Commercial segment delivered a solid quarter with higher operating income on lower sales. Our simplification and innovation strategy in this segment is working, which gives us confidence that margins can continue to improve over the long term. During the quarter, we continue to make excellent progress on our focused factory approach of transitioning mixer production to London, Ontario. I want to commend the team on their efforts as it hasn't been easy due to cross-border travel restrictions with Canada as a result of COVID. We are also making great progress in building a high flow refuse collection vehicle line in Dodge Center, Minnesota, leveraging the space freed up from the move of mixers. This modernization and automation investment brings added capacity and efficiencies as part of our strategy. Moving to our markets, we are seeing solid recovery in order activity for mixers and refuse collection vehicles as business improves as we move beyond the pandemic. We believe the reopening of the U.S. is driving increased refuse collection, and construction is picking back up again, as evidenced by our higher year-over-year backlog. We believe these trends will continue as we work through 2021. As you might expect, supply chains also pose risks in the Commercial segment. For instance, the availability of third-party chassis from truck manufacturers as a result of semiconductor and other component shortages is an issue that we are managing closely, and it could have some impact on our deliveries in the back half of 2021. Our supply chain teams are doing a great job of responding to these challenges and keeping our production lines running, and we are staying vigilant. We remain on track to deliver the electric refuse collection vehicles we talked about last quarter to our customer in Boise. These units will provide valuable insights on opportunities and challenges when BEVs are used on a daily basis for refuse collection. The development of these products is part of our long-term electrification journey across the company that we believe will generate significant benefits for our customers and the environment. This wraps it up for our business segments. We delivered a strong quarter that well exceeded our expectations. As the quarter unfolded, demand increased sharply in the Access Equipment segment, leading to consolidated sales of $1.9 billion, $92 million higher than the prior year and approximately $140 million above our expectations. The growth over the prior year was driven by a 29% increase in Fire & Emergency sales and a 6.5% increase in Access Equipment sales, offset in part by a modest sales decrease in the Defense segment. Access Equipment sales increased due to improved market demand in Asia and North America. Last year, demand was negatively impacted late in the second quarter as the COVID-19 pandemic drove shelter-in-place restrictions around much of the globe. Defense sales decreased in the quarter due to lower FMTV sales and lower cumulative catch-up adjustments as we received FHTV and JLTV contract awards in the second quarter last year, offset in part by higher FHTV sales and Pratt Miller sales for a portion of the quarter following its acquisition in January. Fire & Emergency sales increased as a result of both higher fire truck and ARFF vehicle sales. In the prior year, fire truck sales were negatively impacted by the combined effects of COVID-19-related customer travel restrictions and a supplier quality issue that impacted our truck delivery schedules. Our sales benefited from the delivery of vehicles under two multiunit contracts in the current year quarter. And Commercial segment sales were down primarily due to lower refuse collection vehicle demand caused by the COVID-19 pandemic and the impact of divesting our concrete batch plant business in the fourth quarter of 2020, offset in part by an increase in concrete mixer volume. Front discharge concrete mixer sales were muted in the prior year as the new S-Series 2.0 was still ramping up. Consolidated adjusted operating income for the second quarter was $143.3 million or 7.6% of sales compared to $133.6 million or 7.4% of sales in the prior year quarter. Access Equipment adjusted operating income increased as a result of higher sales volume, lower spending as a result of the COVID-19 pandemic and improved product mix, offset in part by higher incentive compensation expense. Defense adjusted operating income decreased as a result of unfavorable cumulative catch-up adjustments as well as costs and labor inefficiencies associated with the start-up of the new manufacturing line during the quarter. Fire & Emergency operating income increased in the current year quarter, primarily as a result of the increased sales volume, favorable price cost dynamics, improved product mix and improved manufacturing performance. And Commercial segment operating income increased due to lower product liability costs, lower spending as a result of the COVID-19 pandemic and lower warranty costs. Adjusted earnings per share for the quarter was $1.48 compared to adjusted earnings per share of $1.25 in the prior year. We are pleased with our solid performance in the first half of 2021 as well as the improved visibility we have for the second half of the year, which has positioned us to once again provide quantitative expectations. We have solid backlogs in all four segments and have seen a significant reduction in COVID-19-related absenteeism. As John said, we faced supply chain risk for the remainder of the year, just like most companies around the globe. Our supply chain teams have done an outstanding job of keeping our manufacturing lines running. However, it is possible that supplier shortages could interrupt production in the back half of the year. Our expectations that follow assume no major production interruptions as a result of supply chain shortages. On a consolidated basis, we are estimating sales of $7.75 billion to $7.95 billion compared to $6.9 billion in 2020. We are also estimating adjusted operating income of $610 million to $655 million compared to $496 million in the prior year and adjusted earnings per share of $6.35 to $6.85 compared to adjusted earnings per share of $4.94 in 2020. At the segment level, we are estimating access equipment sales of $3.15 billion to $3.35 billion, a 25% to 33% increase compared to 2020. We expect growth to be led by North America, although we expect sales growth in most regions as the world comes out of the pandemic. We are estimating that access equipment adjusted operating margin will be 10.5% to 11.25%, included in our expectations is an approximately $30 million net headwind from elevated steel prices that we expect will primarily impact the fourth quarter. We believe the headwind will decrease in 2022, as we begin to more fully realize the benefit of pricing actions implemented in the second quarter. The full year impact of last year's temporary cost reductions returning to our expected run rate this year has declined versus prior expectations due to lower spending in the first half of the year as travel, trade shows and other discretionary spending have returned slower than anticipated. Turning to Defense, we're estimating 2021 sales of approximately $2.5 billion, an 8% increase compared to 2020. This estimate includes increased JLTV production and the benefit of Pratt Miller sales. Backlog remains robust at $3.5 billion, providing solid visibility into 2022. We are estimating our defense operating margins will be approximately 8%, consistent with our comments over the past several years of high single-digit operating margin percentages. This estimate reflects higher new product development spending, manufacturing inefficiencies associated with the start of the new production line and lower cumulative catch-up adjustments compared to 2020. We expect Fire & Emergency segment sales will be approximately $1.2 billion, roughly $90 million higher than 2020. The increase in revenue is primarily due to a return to more normal production and customer deliveries as interruptions due to COVID-19 decline. We expect operating margin in the Fire & Emergency segment to increase to approximately 14% as a result of increased sales volume. We are estimating sales of approximately $925 million in the Commercial segment, down slightly from 2020 as a result of the prior year scale of the concrete batch plant business. And we are expecting operating margins for this segment of approximately 7%. Margins will be impacted the second half of the year in this segment as a result of the rapid increase in steel costs as well as disruption in the supply of third-party chassis. Similar to access equipment, we expect this unfavorable impact to wane as we begin to realize the benefits of price increases in early 2020 June. We estimate corporate expenses will be $150 million to $155 million, an increase of $25 million to $30 million as a result of the return of higher incentive compensation levels. We estimate the tax rate for 2021 will be approximately 22%, and we are estimating an average share count of 69.3 million shares. For the full year, we are estimating free cash flow of approximately $650 million, reflecting an expected strong year of cash generation. We also estimate capital expenditures will be approximately $120 million. Looking at the third quarter, we expect consolidated sales to be up approximately 40% over the prior year, with access equipment and defense up most significantly. We expect commercial sales to be up high single digits as our markets rebound, and Fire & Emergency sales are expected to be essentially flat. Last year, we benefited from approximately $60 million of temporary cost benefits in the third quarter. This will be a headwind to incremental margins during the quarter as our spending begins to return to more typical levels in the third quarter this year with increased business activity. We just announced a great quarter, and we have a strong outlook for the remainder of the year with expected growth in revenue, adjusted operating income and adjusted earnings per share compared to 2020. We expect to exit the year in a strong position as we look forward to the next several years. Supply challenges remain, but we believe we are in a great position to take advantage of the many opportunities open to us through the recovery as we continue to innovate, serve our customers and advance our company going forward. ","sees fy adjusted earnings per share $6.35 to $6.85. sees fy revenue $7.75 billion to $7.95 billion. q2 adjusted earnings per share $1.48 excluding items. " "Due to the material impact of COVID-19 on our business in fiscal 2020, we will also include comparisons to our fiscal 2019 results. Our performance was strong across all of our brands, particularly in our direct-to-consumer channels of distribution. While we are benefiting from some favorable market conditions, the numbers that we delivered are the direct result of our team's ongoing efforts to navigate through the short-term challenges posed by the pandemic, while staying focused on our long-term strategic objective of delivering happiness to our customers. Our excellent results are attributable to the strength of our brand portfolio and how we communicate our aspirational upbeat brand messages through beautiful inventory, differentiated products and exceptional customer experiences. To deliver superior customer experience in today's market, we need to stay focused on our long-term North Star Objective of continuing to improve our customer centric, digitally driven, seamless, cross channel shopping experience, with an emphasis on mobile. We continue to invest heavily in further improving the customer experience, with enhancements to our mobile apps, search engine optimization, customer data and insights, customer service and much more. The boundaries between our retail and e-commerce businesses are becoming increasingly blurry. We recognize that an ever-growing number of customer journeys to purchase, include both physical and digital elements. Most consumers no longer distinguish between the relationship with the digital aspect of the brand and their physical relationship with our brands, they simply think of their relationship with our brands. They want and expect to be able to mix and match digital and physical elements at will. We are determined to fulfill this desire and continue to invest in the people, processes and technology, that will allow us to do so. We have talked many times about our ability to ship from store, as an example of the blending of these two channels. We have also routed capabilities, such as drive-to-store digital marketing; buy online, pickup in store; reserve online, pickup in store; virtual shopping appointments; and cross-channel customer service, to better meet the needs of our customers. The better we are at providing a truly seamless omnichannel experience, the better our customers' overall experience will be, which will ultimately result in increased brand loyalty, and a stronger business over the long term. Our team's relentless focus on improving our customer experience is evident in our numbers, which exceeded 2019 levels. During the second quarter, our combine to direct-to-consumer, full price store and e-commerce comp grew by an impressive 22% compared to 2019 with 15% growth in our biggest brand, Tommy Bahama and a remarkable 31% growth in Lilly Pulitzer. Growth in our direct-to-consumer channel was led by our highly profitable e-commerce business, which grew by 49% over the second quarter of 2019. In addition to the impressive top line growth, we were able to simultaneously expand our e-commerce gross margin. Our e-commerce business has been enhanced by our ship from store capability, which allows us to leverage inventories located in stores, to serve the e-commerce demand, as well as demand from other stores. For the year, we expect our total e-commerce business to be roughly a third of consolidated sales, compared to 23% in fiscal 2019. While e-commerce is our fastest growing channel, physical stores remain an incredibly important part of our direct-to-consumer business. In certain instances, there is no substitute for the personal interaction and high level of service that we are able to provide in stores. Our retail stores grew top line during the quarter, modestly over 2019 levels, despite lower traffic with sequential improvement through the second quarter across all regions of the country. As we did in e-commerce, we were also able to expand retail store gross margins during the quarter, driven by full price selling and higher IMUs. For this year, we expect retail stores to be just under 40% of our total business. We further differentiate our omnichannel approach to delivering happiness to our customers, with our food and beverage offering. Restaurant and bar sales grew 26% during the quarter compared to 2019. We have positive comp growth in all locations as compared to second quarter of 2019, with all, but a couple at double-digit levels. For this year's second quarter, we have five additional Marlin Bar locations as compared to 2019. Our food and beverage capabilities give us a unique and powerful way to build relationships with new customers as well as reinforce the love that existing customers have for our Tommy Bahama brand. Based on the strong start to 2021 and our growing footprint, we expect our restaurant and bar business to achieve close to $100 million in revenue this year. Finally, while our wholesale business only comprises about 20% of our total sales, it remains an important channel of distribution. In situations, where both we and our wholesale partner can be profitable, wholesale can be an important vehicle for exposing new customers to our brands, and another way in which we can serve our customer, when and how she wants to be served. The excellent performance across the enterprise for the quarter was driven by stellar achievements within each of the individual brands. Starting with Tommy Bahama, the brand delivered double-digit top line growth over 2019. Higher sales combined with improvement in gross margin and excellent expense control, drove 1,000 basis points improvement in operating margin to a very strong 22.7%. During the quarter, much of the growth was driven by knit tops and shorts in both men's and women's, including many of our IslandZone Performance styles. The strength in these categories is a terrific example of how Tommy Bahama benefits from and is capitalizing on the long-standing trend toward casual, easy care and easy-to-wear product. At the same time, Lilly Pulitzer achieved top line growth, up 16% over 2019, expanded their gross margin and also controlled expenses well. Combined, these results drove a 230 basis point improvement in the operating margin to an impressive 29.5%. From a product perspective, we have seen a nice rebound in woven dresses, which has been a historical strength for Lilly, but the biggest growth category has been our Lilly Luxletic activewear, which is now about 12% of our business. In our Southern Tide business, excellent growth in e-commerce, plus the addition of our new retail stores, drove 17% sales growth, which, combined with expanded gross margins, resulted in a 21% operating margin. While it is early in Southern Tide's retail journey, operating just a handful of company-owned stores in Florida, we are encouraged by the results that we are seeing. Finally, our early stage businesses, The Beaufort Bonnet Company and Duck Head, while currently small, are an important part of our overall enterprise growth strategy. With our strong e-commerce businesses and growing wholesale businesses, both The Beaufort Bonnet Company and Duck Head delivered strong growth and expansion in both gross and operating margin. In addition, we are thrilled to have signed our first lease for a company-owned store for The Beaufort Bonnet Company, and look forward to opening later this year. As we head into the second half of the year, while being mindful of the ongoing COVID-related challenges in supply chain and store and restaurant operations, we believe that our focus on executing our long-term strategic initiatives will continue to drive strength in our business. We have built a powerful and profitable, seamless, digital and mobile-first omni-channel platform, that is driving growth by providing a superior, modern customer experience. From a product perspective, the trend toward casual, easy care and easy-to-wear, plays right into the sweet spot of our brands, and we are doing a great job of capitalizing on the market opportunity. As Tom just mentioned, outstanding performances in each of our brands in the second quarter, resulted in record breaking revenue, gross margin, operating margin and earnings. On the top line, demand for our products remained high, and revenue exceeded 2019 levels in each of our direct-to-consumer channels, and in each of our brands. Consolidated sales in the second quarter were $329 million, compared to $302 million in the second quarter of 2019. Our gross margin continue to track significantly higher than 2019. On an adjusted basis, gross margin expanded 450 basis points over 2019 to 64% in the second quarter. Driving this improvement was a higher proportion of full price sales, our overall shift in our sales mix to higher margin direct-to-consumer channels of distribution and improved IMUs. Higher freight costs put some pressure on margin in the quarter, partially offsetting some of the improvement. We gained SG&A leverage in the second quarter, improving from 47% of sales in 2019 to 44% of sales. SG&A dollars increased modestly from 2019 levels, with the increases in performance based incentive compensation and marketing expense, partially offset by decreases in other employment costs, due to headcount reductions and lower occupancy cost. In the second quarter, our consolidated adjusted operating margin expanded 820 basis points over 2019 to 22%, with operating margin expansion in all operating groups. Our business is well supported by our solid balance sheet and strong cash flow from operations. Our liquidity position is strong with $180 million in cash and no borrowings outstanding under our revolving credit facility at the end of the second quarter. Cash flow remains very strong. In the first half of 2021, cash provided by operating activities was $149 million compared to $24 million in the first half of 2020. On a FIFO basis, inventory decreased 34% compared to the end of the second quarter of 2020. Excluding Lanier Apparel, which we are exiting, FIFO inventory decreased 26% as compared to the end of the second quarter of 2020. Tommy Bahama, Lilly Pulitzer and Southern Tide each lowered inventory levels year-over-year, conservative purchases of seasonal inventory and higher than expected first half sales. Ongoing enhancements to enterprise order management systems were also contributing to a more efficient use of inventory. On a LIFO basis, inventory decreased 48%, and excluding Lanier Apparel, decreased 39% compared to the end of the second quarter of 2020. Our outlook for the back half of the year reflects our expectation of strength in our full price direct-to-consumer business. We expect full price direct-to-consumer sales growth and consolidated gross margin expansion over 2019. While we have raised our outlook for the second half, year-over-year improvement in our full price direct business is expected to be partially offset by a handful of specific headwinds in the back half of the fiscal year. The strong first half full price sales has left us with less inventory for our second half clearance events, including an expected $15 million reduction in Lilly Pulitzer's third quarter flash clearance sale, compared to 2019. In addition, initial spring wholesale shipments, which have historically shipped in the fourth quarter, are likely to ship in the first quarter of 2022, due to supply chain delays. Finally, the exit of Lanier Apparel is expected to impact revenue in both the third and fourth quarters. We expect sales from Lanier Apparel to be approximately $25 million lower than 2019's third quarter, and $20 million lower than 2019's fourth quarter. For the full year, we now expect sales in a range of $1.085 billion to $1.105 billion, as compared to sales of $1.12 billion in 2019. Adjusted earnings per share is expected to be between $6.45 and $6.70, a significant increase from our previous guidance. This compares to earnings of $4.32 per share on an adjusted basis in 2019. For the full year, sales from Lanier Apparel are expected to be $25 million in 2021 compared to $95 million in 2019. For the third quarter, we expect sales to be between $220 million and $230 million, compared to sales of $241 million in the third quarter of fiscal 2019. In the third quarter of fiscal 2021, we expect earnings of $0.20 to $0.30 per share on an adjusted basis compared to earnings of $0.10 per share on an adjusted basis in the third quarter of 2019. Our outlook includes strong quarter-to-date results, with August as the most impactful month of the quarter in 2021. The company's effective tax rate for the full year is expected to be approximately 23%. We continue to support our business in fiscal 2021 with investments for future growth. Capital expenditures are expected to be approximately $40 million in fiscal 2021, as we focus on technology related to digital marketing, customer service, mobile enhancements and improve distribution. In addition, we will be investing in additional brick-and-mortar locations with our newest Marlin Bar at Town Square in Las Vegas slated to open tomorrow. This Marlin Bar is replacing the recently closed full service restaurant in the same center. Finally, we are proud of our long history of returning value to our shareholders through dividends, which we have paid every quarter since going public in 1960. This quarter, our Board of Directors has declared a dividend of $0.42 per share. ","oxford industries sees fy adjusted earnings per share $6.45 to $6.70. sees q3 sales $220 million to $230 million. sees fy sales $1.085 billion to $1.105 billion. sees fy adjusted earnings per share $6.45 to $6.70. q2 sales $329 million versus refinitiv ibes estimate of $308.2 million. sees q3 adjusted earnings per share $0.20 to $0.30. " "These are important to review and contemplate. As everyone on the call today is well aware, business environment uncertainty remains heightened due to duration and impact of COVID-19. These impacts include an uncertain shut down timeframe for many areas of our economy, ongoing changes to consumer purchasing habits, the potential for a disrupted supply chain, heightened unemployment and many other economic factors. This means the results could change at any time, and the forecasted impact of risk considerations is a best estimate based on the information available as of today's date. Additional information concerning risk factors and cautionary statements are available on our most recent SEC filings and the most recent Company 10-K. I'll now hand it over to our CEO, Ron Lombardi. Let's start on Slide 5. Last quarter, we were experiencing the very early innings of the COVID-19 pandemic. At the time, we outlined several factors our organization began focusing on in real-time to adapt to the changing environment. As a result of these actions, I'm pleased to report a solid Q1 earnings results and better than expected revenues. This is a testament to our preparedness and the strategy that we outlined. For starters, our long-term strategy continues to work. Our mission to provide consumers brands they know and trust is unwavering. Even with the challenging environment being experienced due to COVID-19, our consumers continue to turn to our leading brands to meet their healthcare needs. Second, our robust continuity plans continue to have us well positioned to service our retail partners. Our investments in selecting the right manufacturing partners and maintaining ample inventory has paid off in this tight supply environment. Third, embracing our company culture of leadership, trust change and execution has paid off in a big way. It's allowed us to be agile marketers, pivoting quickly to efforts that optimize our brands in this very unique environment. The end result is that we are winning and growing channels like e-commerce and our portfolio continues to be well positioned for the long term. And finally, our strong operating model and disciplined capital strategy continue to reward stakeholders. Our strong Q1 free cash flow and industry-leading financial profile enabled further debt reduction in the quarter. In summary, we are not sitting still. We are learning from what is happening and adjusting our go-forward strategy in real time. We are doing this through the guide of our proven three-pillar strategy, which remains intact. It drives our long-term success, and Q1 was yet another example of it. I'll now hand it over to Chris to review Q1 financial results. Q1 revenue of $229.4 million declined 60 basis points on an organic basis versus the prior year, which excludes the effects of foreign currency. By segment, in North America, revenues were essentially flat, positively impacted by the Women's Health, Oral Care, and Skin categories, but offset by lower Cough and Cold, Eye & Ear Care, and GI shipments, as categories we participate in faced declines in incidence levels and usage rates related to COVID-19. Our International business declined in the high single digits after excluding foreign currency. This decline was attributable to both a difficult comparison in the prior year for a number of products as well as significantly lower sales of Hydralyte in Australia, as a result of COVID-19's impact to lowering both general consumer illness and activities such as athletics. EBITDA and earnings per share for the first quarter grew 12% and 32% respectively versus the prior year. Solid earnings per share growth was attributable to positive contributions across our operating expense line as well as lower interest expense and share count from our strong free cash flow and strategic capital allocation. As I mentioned on the prior slide, first quarter fiscal '21 revenue decreased 60 basis points versus the prior year, excluding the effects of foreign currency. Consumption declined just over 4%. This was better than we had anticipated back in early May, driven by strong e-commerce growth as consumers continued to shift to online purchasing. That said, we continue to experience consumption declines in certain categories as a result of COVID-19. As expected, these consumption declines were partially offset by inventory replenishment efforts as retailers refilled their supply following strong March consumer demand. Total company gross margin of 58.4% increased 70 basis points versus prior year's first quarter. We experienced early benefits from the transition to our new third-party logistics provider that was completed at the end of fiscal '20, which offset negative product mix. For Q2, we anticipate a gross margin of approximately 58%. Advertising and marketing came in at 12.1% of revenue, down in dollars versus the prior year as expected, as we eliminated ineffective spending during the unique pandemic environment. For the second quarter, we anticipate a more normalized rate of A&M spend of approximately 15%. Please note, this line item was previously shown as A&P or Advertising & Promotion but has been relabeled to Advertising & Marketing to better reflect the nature of our long-term brand building expenses. There have been no changes to what we are included in the numbers. Our G&A spend for first quarter fiscal '21 was approximately $20 million or just under 9% of revenue, down from the prior year, owing to disciplined cost management and lower costs resulting from the current environment. For Q2, we anticipate G&A expense of approximately $21 million. Left, as stated on the prior page, earnings per share grew approximately 32% versus the prior year. Lower operating costs, lower interest expense and lower share count were all factors to growth. For Q2, we expect interest expense to approximate $21 million and a corporate tax rate of around 25%. In the first quarter, we generated $72.6 million in free cash flow, which represent over 40% growth versus the prior year, driven in part by the timing associated with strong retailer reorders placed in April, following the March consumption spike. For Q2, we would anticipate free cash flow below the prior year as we invest in capex of approximately $10 million. Despite this, total free cash flow for the first half of fiscal '21 is expected to exceed that of the prior year. In the first quarter, we continued to focus on debt reduction and paid down $111 million in debt. At June quarter-end, we had approximately $1.6 billion in net debt, which equated to a leverage ratio of 4.4 times. We expect to continue to prioritize debt pay down as our primary use of free cash flow. Lastly, we would like to remind investors of our continued focus on liquidity in the current environment. We ended the quarter with over $50 million in cash on hand with ample access to our revolving credit line of well over $100 million. As I touched on earlier, despite the uncertainty caused by COVID-19, we are pleased with the plan we implemented and our results in Q1 performance to-date. There are a number of important factors shown here, each of which underpin the financial results Chris just touched on. We continue to prioritize putting our employee's safety first through various proactive measures. We have numerous manufacturing partners which are all operating in a similar capacity. All of these employees are the enablers to our success. In the middle of the slide is our supply chain. We've continued to work with our third-party partners closely on continuity of supply. Although dynamic, we continue to avoid any material out-of-stock positions at retail. The results of this is continued and reliable inventory supply and engaged workforce and committed partners, enabling us to maintain superior service levels with our retail partners. In doing so, we have set ourselves up for both short- and- long-term success. Investing in our leading portfolio of brands remains the number one principal in our three-pillar strategy. Our leading brands have heritage in connections with consumers. We are also diversified, which positions us well to navigate the impact of COVID-19, as we realized in Q1. We continually invest in our key brands over the long-term through a wide-ranging brand building toolkit. Critically, it features various efforts which differentiates us from other brands and private label. This playbook has not changed. What has changed, as outlined last quarter, is where consumers are shopping as well as which categories they are using with frequency. This is truly a unique attribute of the COVID-19 pandemic versus prior recessions. This impacts all of our brands in unique ways. Just over one quarter into this new landscape, we are learning and adapting to the changes it brings for each of our brands in real time. Where we've experienced the largest opportunities, at the right end of the spectrum, is from channel shifting into e-commerce. Our early investments in this channel had us well positioned to capture growth as consumers transitioned to digital shopping during the pandemic. The second opportunity our portfolio is experiencing is consumer focus on self-care at home. Examples here include avoiding a doctor's visit and increasing focus on everyday hygiene and wellness. Each of these factors are benefiting many of our brands shown toward the right of the slide. We'll discuss a few of these in greater detail later on. Towards the left, we highlight some challenges we are navigating due to COVID-19. Many activities remain at suppressed levels including time spent outdoor, travel and sports activities. Furthermore, less time spent with people means less overall illness, which is impacting certain brands such as Hydralyte, during Australia's winter season. We've also seen reduced convenience channel traffic temporarily impact incremental to-go purchases like Clear Eyes Pocket Pal and powdered analgesics. Despite these category challenges our brands maintain leading positions and many have actually expanded share in the impacted categories. An example here is mix. As the head lice category is currently declining due to children not in school or attending summer camps, our brand has expanded share through our ongoing brand building efforts. With a wide range of impacts, it remains critical that we continually adapt to the changing conditions. We are doing just that by allocating investments to the opportunities we have identified here. As seen on the previous slide, our diverse portfolio positions us to do well even in this challenging environment. Our marketing efforts have moved rapidly to target the shifting needs of consumers and help us to connect with them in a pandemic world. The page here shows just a few of the many new initiatives that kicked off recently. On the left of the slide is Compound W. We are focused on expanding our leading position with Compound W by using marketing that reminds consumers of the ability to treat warts rapidly at home. We believe this message and our brands efficacy is resonating with consumers, further expanding our number one market position. In the middle of the page is Clear Eyes. We've had several new messages from the brand since the pandemic began. Most recently, we are activating digital efforts focused on at-home usage and the feel-good benefit of having Clear Eyes for video calls. The results are positive. We're seeing higher than average click-through rates on Google and our brand remains as resilient as ever. The last example we have here is BC and Goody's. These brands, which are concentrated in the Southeast, historically focused marketing efforts in sponsorship activities like Southern League Baseball and NASCAR. With these events abbreviated or temporarily suspended, we reallocated our spending into various digital opportunities. Two examples shown here are a refresh of our web pages and marketing of new products like the recently launched Goody's Hangover. In summary, we are quickly identifying opportunities like the ones discussed here through consumer insights. From there, our nimble marketing strategy looks to address the shifting consumer habits. It's all part of our brand-building playbook that is built for long-term success. Investments in e-commerce has meaningfully paid off as we were able to successfully engage and transact with consumers as their spending patterns shifted online. These investments began several years ago as we invested in digital content and bringing external resources in-house. E-commerce traffic continues to increase. And as a result of these actions, we believe our market shares are actually above our average brick and mortar share in many categories. Our established business is a leader in e-commerce consumer healthcare and poised to continue benefiting from the growing interest in the channel. In Q1, consumers increased online purchasing with the goal for many to minimize person-to-person contact during the pandemic. E-commerce grew triple digits and now accounts for over 10% of our total retail sales with no signs of slowing. This growth is broad ranging across many major retail partners. It also does not include omnichannel solutions like click-and-collect, which have also seen impressive growth. But we aren't sitting still. We continue to reallocate investments into this opportunity. Our three largest brands in the e-commerce channel are shown on the right side of the slide. Each of the brands, Summer's Eve, Monistat and DenTek have unique strategy that continued to build successful momentum for each in Q1. For Summer's Eve, consumers are at home more than ever. They are exercising at home as well. We therefore refocused marketing efforts around home workouts and highlight our recently launched Summer Eve's active products. For DenTek, we recently launched a Beyond Brushing campaign that reminds consumers the benefits of a broad oral healthcare routine. Beyond Brushing remains consumers the benefits of flossing, dental guards and other medical devices for self-care. It's early, but the campaign is resonating with consumers as they shop online and elsewhere. Left, for Monistat, we're reminding home shopping consumers about quick and easy shipping to the home. Effective advertising has successfully reminded consumers of Monistat's largely superior proposition to an in-person doctors visit. As a result, we are seeing a doubling of visits to our monistat.com website. As consumers research the category, these digital investments deepen the incidence association with Monistat, consistent with our long-term strategy. In summary, by being early and actively investing in the e-commerce channel, our brands are winning. As the pandemic shifts consumer preferences, this provides a great positioning for our brands to benefit. By continuing to execute our proven strategy and focusing on our leading brands, we are well positioned to continue to weather the storm. For the second quarter, we anticipate revenue of $225 million or more. Within this outlook, we expect consumption to decline low- to- mid-single digits due to certain categories that are being affected by COVID-19. Despite this challenge, our brands continue to hold leading positions and many have expanded share in these declining category cases. Most importantly, our investments continue to position these brands for the long-term growth and categories returned to more normalized levels. Our assumption also includes a modest inventory reduction expectation at retail. Over the last month, heightened week-to-week consumption variability has declined. As a result, we believe certain channels and retail partners may begin to adjust their inventory levels to reflect this more stable performance. We also anticipate earnings per share of $0.70 or more in Q2. Our focus on cost management efforts along with the benefit of our capital allocation strategy and debt reduction is expected to more than offset the anticipated Q2 revenue decline compared to the prior year. Left, our strong and stable free cash flow remains the company's strength. Free cash flow is expected to increase for the first half versus prior year. And as always, we intend to execute a disciplined capital allocation strategy with a near-term focus on debt reduction to drive shareholder value. ","q1 revenue $229.4 million versus refinitiv ibes estimate of $221.3 million. sees q2 earnings per share $0.70. sees q2 revenue $225 million. " "These are important to review and contemplate as everyone on the call today is well aware, business environment uncertainty remains tightened due to COVID-19. These items include shutdown impacts from many areas of the economy, ongoing changes to consumer purchasing habits, the potential for disruptive supply chain, heightened unemployment and many other economic factors. This means that results could change at any time and the forecasted impact of risk considerations is the best estimate based on the information available as of today's date. Additional information concerning risk factors and cautionary statements are available in our most recent SEC filings and most recent company 10-K. I'll now hand it over to our CEO, Ron Lombardi. Let's start on slide five. I'm pleased to report our long-term strategy and business positioning continued to deliver solid results as seen in Q2, where we experienced strong earnings growth and a stable revenue performance. We continue to focus on the critical near-term factors that I've previously discussed in order to successfully navigate the pandemic environment. For starters, our long-term strategy of providing consumers with a wide range of brands they know and trust continues to work. In this unique time, we continue to see consumers turn to our leading brands to meet their healthcare needs. Meanwhile, our business continuity efforts have been paying off. We continue to work closely with our manufacturing partners to ensure consistent service levels in this tight supply environment. In Q2, we continue to find effective ways to optimize our brands during the pandemic as consumer habits have begun to stabilize. We are benefiting from these agile investments in channels such as e-commerce, and our portfolio remains well positioned for the long time. Finally, our strong operating model and disciplined capital strategy continue to reward stakeholders. We continue to use our industry-leading financial profile to further reduce debt in the quarter. We have reduced leverage levels to the lowest point since 2014, which continues to increase our capital allocation optionality. So to recap, we continue to feel good about our positioning and the agile adjustments made during COVID-19. Q2 performance reinforces the strength of our business, and we look forward to further benefits. I'll now hand it over to Chris to review Q2 financial results. Q2 revenue of $237.4 million declined 50 basis points on an organic basis versus the prior year, which excludes the effects of foreign currency. By segment, North America revenues were up 1.3%, positively impacted by the women's health analgesics, Oral Care and ear and eye care categories, partially offset by lower cough and cold and GI shipments at certain categories we participate in face declines in incidence levels and usage rates related to COVID-19. Our international business declined approximately 16% after excluding foreign currency. This decline was primarily attributable to significantly lower sales of Hydralyte in Australia as a result of COVID-19's impact to lowering both general consumer illness and activities such as athletic. We anticipate headwinds for the brand and the region to persist for the remainder of the fiscal year. Adjusted EBITDA and earnings per share for the second quarter grew approximately 5% and 15%, respectively, versus the prior year. Solid earnings per share growth was attributable to lower G&A costs and lower interest expense from debt paydown. Let's turn slide eight for more detail around consolidated results and first half performance. For the first half, our revenues were down 60 basis points, excluding foreign currency. Revenue growth continued to benefit from strong consumption trends in the e-commerce channel as consumers continue to shift to online purchasing. We broadly benefited from strength in many brands in our portfolio, but did experience consumption declines in certain categories as a result of COVID-19, most notably the cough, cold and motion sickness categories. Total company gross margin of 58% was flat to last year's adjusted gross margin and stable to recent quarters. This was in line with our expectations for Q2 and also what we anticipate for the remainder of fiscal '21. Advertising and marketing came in at 16.1% of revenue in Q2 and 14.2% for the first six months. As anticipated, A&M returned to normalized levels in the second quarter. We expect A&M for the full year to be just under 15% as a percent of sales as we continue at a normalized rate of spend in the second half. G&A expenses declined both for Q2 and the first six months of fiscal '21 versus the prior year, owed largely to disciplined cost management. For the full year, we anticipate G&A expenses to approximate 9% and remain below prior year in absolute dollars. EPS for the first six months of fiscal '21 grew approximately 23% versus the prior year. Lower operating costs, lower interest expense and lower share count were all contributors to the strong growth. Finally, I'd like to provide a few additional comments on below the line items for your modeling purposes. Moving forward, we anticipate our ongoing tax rate to approximate 24%, reflecting the recent finalization of tax code changes. For the full year fiscal '21, we expect interest expense to approximate $83 million. In the second quarter, we generated $43.1 million in free cash flow, which was lower than last year due to planned capex investments. First half fiscal '21 total free cash flow of $115.7 million grew 18% versus the prior year. In the second quarter, we continued to focus on debt reduction and paid down $74 million in debt. At September quarter end, we had approximately $1.5 billion in net debt, which equated to a leverage ratio of 4.3 times. We expect to continue to prioritize debt pay down as our primary use of free cash flow, followed by other opportunistic capital allocation decisions. Despite the uncertainty caused by the pandemic, a few key factors underpin our strong financial results in the first half and have us well positioned for the balance of the year. We continue to remain focused on safety and business continuity. Our team members have adapted impressively to this vulnerable environment faced today. This extends to our third-party suppliers who we continue to work closely with in a dynamic supply chain environment. Ultimately, the objective of these efforts is to maintain a laser focus on service levels to our retail partners. Although a continuing effort, I'm pleased to report that we've maintained a strong supply chain that's enabled to remain well stopped at retail. Our broad and diverse portfolio is an invaluable core strength of our business. Not only are we diversified, as shown on the left side of the page, but the vast majority of our key brands have a deep heritage in connection with consumers. The majority of our key brands are number one in their category, which allows us to focus on meeting evolving consumer needs. These factors provide us a great starting advantage as we navigate the impact of COVID-19. We are leveraging these attributes and investing in our key brands for long-term success. The strategy is working and is evident in our stable results for the first six months, where these factors helped to offset declines in certain categories like travel, sports activities and cost. This diversification and leading positions have also found great tailwinds from various consumer trends during COVID-19. For example, consumers have increased the use of health and hygiene-related products, while at the same time, being more cautious around time spent in public. The result of this is an accelerated shift to e-commerce shopping, along with consumers increasing purchases of self care products. Even further, consumers are seeking brands they know and trust during this recession. We are well positioned to from these shifts. First, we have the benefit of having many leading brands that help consumers treat health incidences at home. We've reallocated marketing dollars to opportunities to help with self-care, like Monistat, Compound W and DenTek. Our toolkit is wide ranging. In this example, the end goal is to remind consumers how our leading brands help them avoid a doctor's visit. Second, we benefited in a big way from consumers shifting additional purchases into e-commerce. Our early investments in this channel over the last several years continues to pay off. Finally, with 10 of our top dozen brands holding number one market shares, we have the fortunate position of being the trusted go-to brand for consumers in many categories. We continue to benefit from these strengths, resulting in a stable business performance during the pandemic thus far. Our multiyear investments around e-commerce are delivering impressive results. These investments have led us to achieve market shares above our brick-and-mortar share in many categories. In the second quarter and first six months, we were able to successfully engage with consumers as their spending patterns continue to shift online. We experienced solid results that are direct results of our efforts and positioning with Q2 consumption e-commerce growing triple digits once again. We've also experienced success in omnichannel consumer shopping. As a leader in consumer healthcare e-commerce, we are pleased to continue to benefit from the growing interest in this channel by consumers. We are continuing to make investments behind online content broadly with the goal of expanding our share of consumers. The examples on the right side of the page are useful reminders that our investments are wide ranging. Our Monistat.com web page was recently refreshed. And since the refresh, the Monistat site has seen, on average, 300,000 visitors a month, including helping about 90,000 women a month self-diagnose infection with the brand's symptom checker. This online tool is one of many examples where we go beyond supplying a product being a consumer's trusted connection as they research their healthcare needs. We have also enhanced the marketing and communications around our brands that consumers are using at home. Compound W is one example of this. We are focused on expanding our leading position by using simple to understand marketing that reminds consumers of the ability to treat works effectively at home. These strategies have resonated with consumers, enabling and expanding our strong number one market share position. To recap, by remaining active and investing around e-commerce, our brands are set up for success. As the pandemic continues to shift consumer preferences, this provides a great positioning for our brands to benefit. We have achieved portfolio stability by rapidly transitioning our marketing efforts to adapt to the current environment. We continue to adjust our brand-building strategy in real-time, focusing investments around current brand opportunities. Our largest brand, Summer's Eve, is engaged in a multi-pronged marketing effort designed to grow household penetration with women over time. With consumers staying at home, we refocused marketing efforts around home workouts for the recently launched Summer's Eve active product. Omnichannel efforts have driven consumer awareness and positive feedback and Summer's Eve active is often listed as a best choice by Amazon when consumers research feminine wash. This is just one of many efforts that is driving Summers Eve solid sales growth year-to-date. On the right of the page, is Clear Eyes. Brand messaging has evolved during the pandemic to emphasize the brand promise of having brighter, lighter and more comfortable eyes. We focused on the concept of at home usage and are using time-tested brand building tactics. Most recently, we have a new spokesperson, Supermodel Hilary Rhoda. As a Clear Eyes user, she demonstrates the ability Clear Eyes has of giving a consumer great redness relief at a great price. More than halfway through the year, our business positioning and execution of the strategy behind it have resulted in a stable top line performance that is driving meaningful cash flow and earnings growth. The portfolio diversity and our business strategy highlighted today, position us to continue to maintain and grow market share across our key brands in coming quarters. Given our recent stability, we are offering full year guidance based on the trends we are seeing today. For the full fiscal year '21, we anticipate revenue of approximately $925 million. This outlook reflects our assumption that the business trends and stability experienced in Q2 continues into the second half, along with a headwind in the second half during the peak season for cough and cold products. Most importantly, we remain committed to our long-term brand building and investment strategy to position our portfolio for long-term sales growth. We also anticipate adjusted earnings per share of approximately $3.18 in fiscal '21. Our cost management efforts, along with the benefit of our capital allocation strategy and debt reduction, enabling full year earnings growth of high single digits. Last, our strong and stable free cash flow remains a company's strength. Free cash flow is expected to be at or above last year's level of $207 million. As always, we intend to execute a disciplined capital allocation strategy with a near-term focus on debt reduction to drive shareholder value. ","q2 revenue $237.4 million versus refinitiv ibes estimate of $227.4 million. for revenue, anticipate fy'21 revenue of about $925 million. " "These are important to review and contemplate. As everyone on the call today is aware, business environment uncertainty remains heightened due to COVID-19. These items include shutdown impacts for many areas of the economy, changes to consumer purchasing habits potential for a disruptive supply chain and various other economic factors. This means that results could change at any time and the forecasted impact of risk consideration to the best estimate based on information available as of today's date. Additional information concerning risk factors and cautionary statements are available on our most recent SEC filings and the most recent Company 10-K. I'll now hand it over to our CEO, Ron Lombardi. And let's start on Slide 5. Our proven business model continues to set us up for long-term success and the strong earnings performance and a stable topline year-to-date results is continued evidence of this as we have raised our full year revenue and earnings targets. The business strategy we have in place is a highly adaptable one, which positions us to create value during the pandemic. Our strategy of offering consumers a wide range of easily accessible brands they know and trust continues to work. The ongoing objective is to grow categories while connecting with consumers over the long term. We'll share one example of this long-term strategy, Compound W on the next slide. Despite the long-term nature of these investments, we are also quick to target near-term opportunities. This important nuance allows us to adjust our brand-building strategy in real time finding additional ways to deliver brand growth. For example, as discussed the last two quarters, we have focused on prioritization on where consumers are shopping. A result of this is that we are winning big in e-commerce where we've seen triple-digit growth and many of our brands actually have a higher share in the channel compared to brick and mortar. Meanwhile, our nimble business continuity efforts continue to do well during COVID-19. We continue to work strategically with our manufacturing partners to ensure consistent service levels in this dynamic supply environment. Finally, our consistent operating model and disciplined capital strategy continue to reward shareholders. We anticipate solid earnings and free cash flow growth for the full fiscal year, which continues to increase our capital allocation optionality. So, to recap, our business positioning remain solid and our strategy of delivering consistent results as we close out our fiscal year. Utilizing our brand-building toolkit and taking time to understand consumer insights, the goal is to drive long-term growth for our leading brands. Shown on the page we have Compound W, which is a great example of this objective. It's a brand with a long history with consumers and we've invested steadily behind it through a wide range of tools over time. One tool used is innovation. All of our brands operate with a multi-year pipeline of product development concepts to ensure we continue to match the needs of consumers. Compound W NitroFreeze is a great recent example with its extreme freezing technology that is not found in other OTC treatments. We are also connecting with consumers, as they think about treatment with content that helps explain their wart treatment options. For example, during the pandemic, we've reminded consumers of the ability to treat warts effectively at home and the solutions Compound W offers. The result of our investment behind Compound W is clear. We have a trusted source for retailers for insights into the wart category and how to drive long-term category growth. This has enabled our brand to continue to gain shelf space and share. Our results have been solid. Over the last five years, Compound W has grown at a double-digit compound annual rate. That's free outpacing category growth and solidifying its number one market position with consumers as a preferred brand for wart treatment. With that, I'll now hand it over to Chris to review our financial results. Q3 revenue of $238.8 million declined 1.6% on an organic basis versus the prior year, which excludes the effects of foreign currency. By segment, North American revenues were down 2%. Several segment categories grew with the largest increases in Women's Health and Oral Care. As expected, however, these gains were offset by lower Cough and Cold as well as motion sickness and head lice as these categories faced declines in incidence levels and usage rates related to changes in consumer behavior due to COVID-19. Our international segment increased approximately 2% after excluding the effects of foreign currency. The increase was primarily attributable to higher sales of Hydralyte in Australia as certain shelter at home restrictions were lifted related to COVID-19. As a reminder, due to its distributor model, the timing of international segment orders can be difficult to predict as can the uncertainty around pandemic-related restriction. Adjusted EBITDA declined approximately 6% in the quarter versus the prior year, primarily driven by the timing of A&M spend. EBITDA margin remained consistent with our long-term expectations in the mid-30s. EPS for the quarter was $0.81 per share, flat to the prior year as a result of lower interest expense from debt pay down, offsetting the lower revenue and A&M timing. For the first nine months revenues were down 90 basis points. Our diverse portfolio has enabled a stable revenue performance with strength in many brands in our portfolio, helping to offset COVID-19 impacted categories. Our broad channel diversity continues to help drive revenue performance as we experienced strong triple-digit consumption growth in the e-commerce channel year-to-date, as consumers continue to shift to online purchasing. Total company gross margin of 58.2% in the first nine months was largely flat to last year's adjusted gross margin of 57.9% and has been stable across quarters. This was in-line with our expectations and we continue to anticipate a gross margin of about 58% for the remainder of the year. Advertising and marketing came in at 15.9% of revenue in Q3 and 14.8% for the first nine months. We still expect A&M for the full year to be you just under 15% as a percent of sales as we continue at a normalized rate of spend in the fourth quarter. G&A expenses were flat in Q3 down for the first nine months of Fiscal 2021 versus the prior year [Indecipherable] largely to disciplined cost management. For the full year, we anticipate G&A expenses to approximate 9% of sales and remain below prior year in absolute dollars. Lastly, we realized strong 15% earnings per share growth for the first nine months of Fiscal 2021 versus the prior year. Lower operating costs, lower interest expense and lower share count were all factors to the growth. In the quarter, we generated $43.5 million in free cash flow, which, as expected, was lower than last year due to both timing of working capital and CapEx investments. For the first nine months of Fiscal 2021, free cash flow of $159.2 million grew over 3% versus the prior year. We continue to anticipate full year 2021 free cash flow at or above prior year levels. At the end of Q3, we had approximately $1.5 billion of net debt, which equated to a leverage ratio of 4.2x. During the quarter, we repurchased approximately $9 million in shares opportunistically leaving the remainder of our cash generation on the balance sheet in anticipation of a potential bond refinancing event in Q4 to opportunistically capitalize on the attractive debt rate environment. The cash accumulation was temporary to the quarter. There has been no change to our strategy of prioritizing debt pay down as our primary use of free cash flow. With less than two months to go, in our fiscal year, we are confident with our business performance and objectives and are increasing our outlook for both sales and EPS. For the full year Fiscal 2021, we now anticipate revenues of approximately $935 million. For Q4, we anticipate consistent trends to what we have realized over the past few quarters. However, the period will face a unique comparison to the prior year as we experienced a significant lift in March of 2020 as consumers stocked up on items as a result of COVID-19. We now anticipate adjusted earnings per share of approximately $3.22 for Fiscal 2021. Disciplined cost management and the benefit of our capital allocation strategy and debt reduction continue to drive a solid earnings growth. These attributes to translate into free cash flow as well and we continue to anticipate free cash flow of $207 million or more, which is at or above the prior year's level. We continue to prioritize debt reduction while balancing other disciplined capital allocation efforts to drive shareholder value. Looking ahead, we continue to have confidence that our business is well-positioned heading into Fiscal 2022. We will begin to lap the effects of COVID-19 that began in the spring of last year, while our long-term brand building strategy continues to set us up for long-term success. We continue to target 2% to 3% long-term organic sales growth, which translates into mid to high single-digit earnings growth driven by our stable and solid financial profile and disciplined capital allocation strategy. It's a proven strategy and we remain confident in its ability to drive value for stakeholders. ","compname posts q3 revenue $238.8 million. q3 revenue $238.8 million versus refinitiv ibes estimate of $231.5 million. q3 non-gaap earnings per share $0.81. q3 earnings per share $0.81. raising full-year fiscal 2021 outlook for revenue and earnings per share. sees 2021 revenue approximately $935 million. sees 2021 adjusted e.p.s. approximately $3.22. " "pb.com and by clicking on Investor Relations. Additionally, we have provided slides that summarize many of the points we will discuss during the call. These slides can also be found on our Investor Relations website. We got off to a solid start to the year with every business making an important contribution to the quarter. Overall, revenue at constant currency grew 14% and every business improved their EBIT performance. For the second consecutive quarter, SendTech improved EBIT on a year-to-year basis. As I mentioned before, the transformation of SendTech from a business in secular decline to a business well positioned to capture new value in the shipping market is one of the most impressive transformation I've ever seen. The business has leveraged digital technologies to transform our offerings and our go-to-market strategy. SendTech's platform is built on IoT technologies that are delivered on a fast chassis and this business is very well positioned going forward. Our Presort business continued with the momentum we saw at the end of last year with both revenue and EBIT improving on a year-to-year basis. Global Ecommerce revenue at constant currency grew 40% for the quarter and EBIT margins improved nearly 400 basis points on a year-to-year basis. Importantly, profit performance improved throughout the quarter as our labor model continued to mature and pricing changes kicked in. In the month of March, Domestic Parcel Services per unit labor cost delivered the best performance compared to any quarter since second quarter of last year. We expect unit labor cost to continue to improve and transportation and automation efficiencies are primarily still in front of us. Transportation cost remain high in both our Ecommerce and Presort businesses. So further insourcing our transportation, as well as the deployment of automation will benefit both businesses. A lot of opportunity in front of us as we continue to invest in areas that will yield future productivity benefits. We also made several important additions to our Global Ecommerce team. While I'm sure the team will continue to evolve, we have a group of professionals and consultants guiding our business who have built business to consumer networks centered on induction to the USPS system. Cash performance for the quarter was also relatively strong compared to prior year off of an improved working capital performance. The team continue to demonstrate strong operational discipline. We also executed a successful refinance in the quarter. There are two objectives to the refinancing. First, we wanted to push out the maturities, further decreasing our refinancing risk. Secondly, and more important in my perspective, we created strategic flexibility. We achieved both those objectives. I've described four chapters of transformations, quick wins, sustained investment, revenue growth and finally, profitable revenue growth. Last quarter, I said we are poised to enter that fourth chapter, profitable revenue growth. It's hard to call the first quarter an inflection point given the nominal EBIT increase but revenue and profit did increase and are very much like our position going forward. Each business is poised to continue to make progress during this year and for that matter, going forward beyond this year. All in all, I'm quite pleased with the quarter. It turned in another strong revenue performance and improved EBIT across each segment compared to the prior year. As the revenue compares get more difficult as the year goes on, growth will inevitably moderate but the trend is quite clear and are very much like the way we are positioned. Before I get into the details of the quarter, this being my first earnings call with the team, I want to share with you a few thoughts on what attracted me to Pitney Bowes. The first thing that attracted was the growth trajectory. Now that I have had a chance to go deeper into the business, I am confident that we are on the right path of achieving what Marc referred to as the fourth chapter of our transformation, which is profitable revenue growth. The second item is culture. I can feel a true sense of team, pride and passion for continuously innovating and winning in the marketplace. These are concepts that you cannot necessarily teach, they are ingrained and I consider them to be imperative to our success. And last, what I did not realize or quickly learned is how much technology is deeply needed in everything we do. It's not as evident when you look at the business from a distance, but I believe it's one of the major enablers to the company's transformation. Now, let me turn to our first quarter results. Revenue was $915 million and grew 14% over prior year. Adjusted earnings per share was $0.07 and GAAP earnings per share was a loss of $0.18. GAAP earnings per share includes a $0.22 loss on the refinancing of our debt as well as a $0.02 loss from discontinued operations and $0.01 on restructuring charges. Free cash flow was a net use of $1 million and cash from operations was $66 million, both an improvement from prior year due to favorable working capital changes largely around the timing of accounts payable and accounts receivable along with improved collections. This was partially offset by lower customer deposits at our PB Bank. During the quarter, we paid $9 million in dividends and made $4 million in restructuring payments. We invested $43 million in capex as part of our plan to drive future operational efficiencies. We ended the quarter with $697 million in cash and short-term investments. Total debt was $2.4 billion. We took several actions during the quarter to refine our capital structure along with reducing overall debt by $126 million from prior year. These actions further reduce refinancing risk with the reduction of our near-term bond maturities. We also improved the pricing up and substantially paid out our term loan B, improved our covenants which provides us greater strategic flexibility and extended the duration across our capital structure. When you take our finance receivables and cash into account with our debt, our implied operating debt is $690 million. Looking at the P&L, starting with revenue versus prior year. Business services grew 28%, equipment sales grew 12% and rentals were flat to prior year. We had declines in Support Services of 4%, supplies of 10% and financing revenues of 14%. Gross profit was $299 million and gross margin was 33%, which was down from the same period last year largely due to the mix and shift of the portfolio, but is an improvement from the fourth quarter. SG&A was $238 million or 26% of revenue. This is an improvement of $10 million and 5 points respectively from prior year. Within SG&A, corporate expenses were $57 million which was up about $14 million over prior year largely due to benefits recognized last year around employee variable-related costs and a sales tax credit. R&D was $11 million or 1% of revenue and down slightly from prior year. Adjusted EBIT dollars were $50 million, which was a slight improvement over prior year. Adjusted EBIT margin was 5%. Interest expense, including finance interest was $37 million. Our tax provision on adjusted earnings was a benefit of about $400,000 and includes a benefit associated with an affiliate reorganization. Compared to prior year, our tax provision benefited earnings per share by about 1.5%. For purposes of determining adjusted EPS, shares outstanding are approximately $179 million. Let me now turn to each segment's performance starting with Ecommerce. Revenue for the segment was $413 million and grew 40% over prior year. Revenue continues to benefit from the strong demand along with the pre-pandemic comparison. Volumes grew year-over-year across all lines of service. Domestic Parcel Services volumes grew 23%, Cross Border volumes were more than doubled and our Digital Services volumes grew 36%. EBIT was a loss of $26 million and EBITDA was a loss of $8 million. Compared to prior year, EBIT improved $3 million and EBIT margin improved nearly 400 basis points. We made progress through the quarter where earlier on we were still dealing with the receivable of peak holiday season. We continue to work to improve service levels in our Domestic Parcels Network balancing cost and quality which are all headed in a positive direction. As with the industry, we all continue to see relatively high transportation costs and a competitive labor market. However, as we move through the quarter, our Domestic Parcel Network improved parcel process per hour by approximately 45% as our labor model continued to mature. Margins continue to be healthy in our Digital and Cross Border services. Of the $26 million EBIT loss in the quarter, we saw a loss of $4 million in March and reported positive EBITDA for the month. Within our Domestic Parcel Service, our initiatives to improve productivity are still largely in front of us. As we have discussed in the past, investments will include new automated sorters along with streamlining our processes to improve productivity. We placed one new sorter in a high volume site in the first quarter and expect to roll out more over the next 12 to 24 months. In addition, we are implementing modern sortation processes in each of our facilities before the upcoming holiday peak season this year. This investment and related productivity actions are expected to more than double our [Indecipherable] process per hour our over time. In addition, our transportation team continues to execute on the strategy of migrating outsourced lane into our own PBC. In the first quarter, we insourced several of these lanes with more plans for the second quarter, all which will improve cost and service. We also brought in third-party industry expertise to help support our execution in the area of transportation. We believe that optimizing our transportation will yield significant productivity benefits. Finally, we are in the process of opening two new sites and upgrading another which we expect to have completed prior to the peak season. This will allow us to handle volumes more efficiently and deliver deeper into the USPS network. Ultimately, we expect transportation and labor productivity along with optimizing final mile solutions to be critical drivers in obtaining our long-term e-commerce margins. We expect these to account for approximately 75% of the margin improvement. Our Presort Services saw the momentum from the second half of 2020 continue into the first quarter. The business turned in a solid performance growing revenue, EBIT and EBIT margin over prior year. Revenue was $143 million and grew 2%. Overall, average daily volumes were flat to prior year where First Class Letter Mail declined 2%, Marketing Mail grew 11% and Marketing Mail Flats and Bound Printed Matter grew 30%. EBIT was $19 million and EBIT margin was 13%. EBITDA was $27 million and EBITDA margin was 19%. EBIT and EBITDA improved from prior year due to both revenue growth and lower expenses. We have been able to maintain double-digit margin in the Presort Business even as we continue to invest in our talent and equipment. Compared to prior year, we improved pieces fed per labor hour by 4% resulting in 85,000 less processing hours. Within SendTech, we also picked up on the momentum from the second half of 2020 as we continue to soften the decline in our revenue and maintain strong EBIT margins. Revenue was $359 million and declined 3%. We continue to differentiate ourselves in the market with our end-to-end mailing and shipping offerings to enterprise and small office providers that are attractive to both existing and new clients. We have a growing revenue stream around office shipping that carries with it high margins approaching that of our legacy mailing business and a software business. And like the legacy mailing business, the shipping opportunity in SendTech provides multiple paths for us to add profit and revenue like supply, financing and professional services. SendTech's shipping related revenues grew at a low double-digit rate to approximately $30 million in the quarter. The number of labels printed through our shipping offerings grew over 40% and paid subscriptions grew approximately 80%. Additionally, we are seeing good growth in shipping volumes that our US clients are financing which grew nearly 80% over prior year. These positive metrics show that our clients are adopting and using these new offerings as they see the value it brings to their business. Equipment sales grew 12% over prior year driven by strong placement of our SendPro C, which include a large government deal and we continue to see good placements of our new central mail station, multipurpose device. It is important to point out that like others, we have experienced transportation issues related to our supply chain. We have been able to properly manage our inventory and grow our equipment sales despite these challenges and it is an area that we are closely monitoring. We are also keeping a close eye on the semiconductor industry and are looking to mitigate any potential second half supply shortage by repositioning our solutions as necessary. We turned in a strong EBIT performance of a $114 million which represents growth of $8 million over prior year and is the second consecutive quarter of EBIT growth. EBIT margin was 32%, which improved 250 basis points over prior year. EBITDA was $122 million, EBITDA margin was 34%, both improving over prior year. As you may recall, prior year included an increase to our credit-loss provision to reflect macroeconomic conditions resulting from COVID-19 in connection with the application of the CECL accounting standards. One other point that I would like to make is that this team has done a tremendous amount of work, not only to transform its products and offerings, but also its channel. Today, about 80% of all US sales transactions are happening through our web or inside sales channel. This has allowed our field team to concentrate on larger enterprise deals and this has been a great contributor to maintaining the very healthy margins that we see in this business. I am pleased with the performance of our key trend in the first quarter. We entered the year with good momentum and continued to concentrate on the opportunities in front of us, and we expect to make good progress throughout the year. As discussed during our last earnings call, we continue to expect annual revenue at constant currency to grow over prior year in the low to mid-single digit range making this our fifth consecutive year of constant currency revenue growth. We also continue to expect adjusted earnings per share to grow over prior year. Free cash flow is expected to be lower from prior year primarily due to specific items which benefited 2020 such as higher customer deposits, lower finance receivable and lower capex, which are not expected to continue at the same level in 2021. Within our segments, we expect Global Ecommerce revenue growth to be stronger in the first half compared to the second half as the revenue comparisons will get more difficult as we move through the year. We also expect e-commerce to demonstrate significant profit improvement and deliver positive EBITDA for the full year. Within SendTech, we expect the momentum we saw in the second half of 2020 and first quarter to continue, particularly around our shipping capability and new multipurpose devices and help partially offset the decline in reoccurring related revenues. We also expect the improvement in volume trends we saw in Presort in the second half of 2020 and first quarter to continue through 2021. There are a few headwinds to be aware of on a year-to-year basis that will partially offset the overall business unit improvements. In 2020, we recorded write [Phonetic] insurance proceeds. In 2021, we expect higher employee-related costs as it relates to variable compensation. Additionally, we expect a higher tax rate in 2021. Looking at the timing through the year, our portfolio continues to shift to markets that are growing particularly around shipping. As a result, the fourth quarter will continue to be our largest quarter of the year for revenue and earnings. For the second quarter, we expect revenues to grow in the mid to high single-digit range. Similar to first quarter, we also expect adjusted earnings per share to grow modestly over prior year. That concludes my remarks. ","q1 adjusted earnings per share $0.07. q1 gaap loss per share $0.18 including items. q1 revenue rose 15 percent to $915 million. full year 2021 expectations are consistent with what was communicated last quarte. " "Joining us today are Patti Poppe, our Chief Executive Officer; and Chris Foster, Executive Vice President and Chief Financial Officer. These statements are based on assumptions, forecasts, expectations and information currently available to management. We also encourage you to review our quarterly report on Form 10-Q for the quarter ended September 30, 2021. This quarter, we delivered non-GAAP core earnings of $0.24 per share. We are reaffirming our 2021 non-GAAP core earnings per share guidance of $0.95 to $1.05, and we no longer expect to issue equity in 2021. We continue to see rate base growth of 8.5% and longer-term earnings-per-share growth of 10%. Chris will provide more details on the financials in just a bit. As you saw at Investor Day, our experienced team is driven and focused on delivering clean energy safely every day. We have a very sophisticated and continually improving PSPS algorithm year-over-year. In fact, when we backcast our current model to the previous utility caused fires between 2012 and 2020, we would have prevented 96% of the structure damage had the current model been in place. This year, we also implemented enhanced power line safety settings to address wildfire risk we faced from extreme drought conditions. In fact, since the end of July through mid-October, we saw 46% decrease in CPUC reportable ignitions in high fire threat districts and an 80% reduction in ignitions on enabled circuits. These enhanced safety settings make our system and our customers safer. We're delivering on the 2021 wildfire mitigation plan with our lean operating system and deploying it across the entire Company to deliver predictable outcomes for customers and investors. In addition to quarterly operational, financial and regulatory updates, I'd like to spend some time on the work done and the changes made since 2019 that make our system safer and more resilient. Let's start on slide 4, with how we've improved our PSPS program since 2019. In 2019, we had seven events that impacted over 2 million customers. Since then, we've installed approximately 1,300 weather stations, 500 high definition cameras and over 1,100 sectionalizing devices to better pinpoint exactly where we need to initiate PSPS. Our 2021 PSPS algorithms are informing -- are informed by more granular weather forecasting and we're using Technosylva software to incorporate machine learning into our fire spread modeling, so we can better predict where the risk is on our system in real time. Our continuous improvement approach applies to addressing safety risks while minimizing disruption to our customers. As you can see on slide 5, our model shows that by backcasting our new 2021 PSPS algorithm on to 2012 through 2020, we would have prevented 96% of the structure damage from fires caused by overhead electrical equipment in our service area. As you know, this year, we experienced extreme drought conditions in our service area. Due to these conditions, we saw fire spread on non-red flag warning days. We assess these risks and identified where we needed to focus. Guided by former CAL FIRE and local fire authority personnel who now work for PG&E, we implemented additional wildfire mitigation in our high fire threat areas. You can see the results of our safety focus on slide 6. We've compared the data since we implemented our enhanced powerline safety settings against the most recent three-year averages. What we've seen is a 46% reduction in CPUC reportable ignitions in our high fire threat districts from the end of July through mid-October. On the specific circuits where we first implemented the enhanced powerline safety settings, we've seen an 80% decrease in ignitions over the same time period. We're working hard to reduce the customer impact from these new necessary protocols. We've optimized our protective device settings on all circuits that have enhanced powerline safety settings and we've adjusted our circuit restoration procedures. These enhancements are making outages smaller and faster to restore, while still removing the ignition risk. We're communicating transparently, our commitment to preventing fires of consequence to communities where enhanced powerline safety settings are in place. Let me make it real with one story. On Monday, October 11, we initiated a PSPS event that affected about 20,000 people. The wins came in as forecasted, and in 33 instances, outside of the PSPS zones and the highest wind areas, our lines automatically de-energized due to the unpredictable disturbances and potential risk was mitigated. We know our protocols are working. We will continue to work around the clock to make these solutions less disruptive to customers and know that we are keeping them safe while we do that. Our experience since implementing these settings in late July will serve as an important guide for our 2022 planning. As we continue to keep people safe each day, I want to talk a bit about the risk reduction work we've completed since 2019. Let's start on slide 7 with our enhanced inspection. As you can see, we're on track to complete our enhanced inspections on 0.5 million assets in 2021 in our high fire threat areas. These inspections are scheduled to be conducted every year on all assets in Tier 3 and every three years for all assets in Tier 2. At the bottom of this slide, you'll see a couple of points on our routine inspection program. We get a lot of attention internally, but really isn't well known outside of PG&E. As you can see in the green box, we conduct vegetation management inspections across our entire system annually and in high fire threat areas, we patrol those conductors twice a year. In 2021, we plan to complete 1800 miles of enhanced vegetation management work, combined with what we completed in 2019 and 2020 adds up to over 6,000 miles by the end of this year. While we are focused on keeping people safe with inspections and vegetation management, we're also focused on the longer-term hardening of our system. In the last three months, we've made great progress against our multi-year 10,000 mile undergrounding program. Our engineering team is scoping out the work as you'll begin to see in our 2022 wildfire mitigation plan. Our goal is to engage the entire community around the imperative of undergrounding and we are succeeding. We are engaging stakeholders through undergrounding advisory group with representatives from environmental groups, labor, telecom, consumer advocacy groups, county tribes among others. And we're gathering ideas on innovations in engineering, equipment and construction from the world's best through our RFI process. We're continuing to work on system hardening as you can see here and we'll provide an update on how we're thinking about that work as we further develop our undergrounding program. As a sneak peek, I'll share one project we completed this year. In September, we completed undergrounding powerlines in Santa Rosa, which resulted in 11,000 customers who will no longer be impacted by PSPS. This is one of many projects. This is the right solution for our customers in that area and that's why we did it. Simple solutions based on customer needs. As I mentioned, more to come on our undergrounding plans as we move into early 2022. At PG&E, effective implementation of our wildfire mitigation plan is enabled by our lean operating systems, which we're deploying across the entire Company. These brief 15-minute huddles provide daily visibility on the metrics that matter most, help us identify gaps and quickly develop plans to support our teams closer to our customers giving us control and predictability of our operations. As you know, this summer, we were challenged by the Dixie fire and the impact of fire had on all of our customers. I'll repeat what we said since Investor Day, our actions around Dixie were those of a reasonable operator and we're confident in the framework created by AB 1054. AB 1054 resulted in a wildfire fund to provide liquidity for resolved claims, a maximum liability cap for reimbursement by investor-owned utilities and enhanced prudency standards when determining that reimbursement amount. We're reflecting that view in our financial statements which show a gross charge of $1.15 billion. We booked an offsetting $1.15 billion receivable that reflects our confidence to recover costs. As I highlighted, PG&E is working hard every day to deliver clean energy safely. We're building on the mitigation programs we started in 2019. We're staying nimble to respond to current conditions. And we are improving our performance enterprisewide. For example, our team just last week responded to an atmospheric river weather event that included among the highest rainfall totals observed in a 48 hour timeframe ranging from 16 inches at Mount Tam [Phonetic] to 5 inches in downtown Sacramento. The strongest wind gust recorded was 92 miles per hour from Mines Tower in Alameda County with at least a dozen other locations experiencing gust greater than 69 miles per hour. Even in the face of these difficult conditions, we completed our work without any serious safety incidents while returning service to 632,000 of the 851,000 customers impacted within 12 hours. I am very proud of the safe and rapid response of our team. Now, I'll hand it over to Chris to cover financial and regulatory items. As Patti referenced earlier, our financial plan remains on track and is supported by a regulatory construct [Phonetic]. I'll cover the highlights first, then go into more detail. Today, we are announcing [Phonetic] that we no longer see a need for equity in 2021. We are reaffirming our non-GAAP core earnings per share guidance for this year and we anticipate issuing our 2022 guidance on our Q4 earnings call. Additionally, we are seeing progress on recoveries related to prior wildfire risk reduction investments to help the balance sheet. Let's start with the share count used for Q3 2021 and year-to-date GAAP and non-GAAP core earnings per share. We're in a GAAP loss position for both Q3 2021 as well as year-to-date 2021 due to our grantor trust election this quarter. As a result, we're required to use basic shares outstanding to calculate both GAAP earnings per share and non-GAAP core earnings per share for Q3 and year-to-date. Our full year guidance as always assumed a GAAP positive year and our full year non-GAAP core earnings per share of $0.95 to $1.05 per share, reflects our fully diluted share count. So there is no impact there. I'll start with our Q3 result. We continue to be on track for the 2021 non-GAAP operating earnings per share of $0.95 to $1.05. This is calculated using our fully diluted share count I just mentioned, consistent with our assumption when we initiated guidance. Slide 9 shows our results for the third quarter. Non-GAAP core earnings per share for the quarter came in at $0.24. We recorded a GAAP loss of $0.55 including non-core items. This quarter, we recorded a $1.3 billion charge we've previously guided to as a result of our grantor trust election. As you recall, this charge is expected to reverse over time as the Fire Victim Trust sells shares. Moving to slide 10. As Patti mentioned, we took a $1.15 billion charge this quarter for the Dixie fire. We also recorded a $1.15 billion of offsetting receivables. And the receivables reflect our confidence to recover cost based on the facts of information available to us today. And as a reminder, we recognize a receivable if we believe recovery is probable under the applicable accounting standard and due to the fact currently available, we're not yet probable for recovery of amounts exceeding insurance for the 2019 Kincaid and 2020 Zogg fires. Therefore, we hasn't recorded offsetting receivables for either of those fires. On slide 11, we show the quarter-over-quarter comparison for non-GAAP core earnings of $0.24 per share for Q3 2021 versus $0.22 per share for Q3 2020. EPS increased due to $0.03 of growth in rate base earnings, $0.02 from using basic share count as a result of the GAAP loss I mentioned earlier and $0.01 from lower wildfire our litigation costs, partially offset by $0.01 decrease due to timing of taxes that will net to zero over the year. We expect a stronger fourth quarter due to timing of the regulatory revenue and efficient work execution. Moving to slide 12. We are reaffirming our non-GAAP core earnings per share of $0.95 to $1.05. On the debt side, we expect to complete an initial AB 1054 securitization transaction this month, for $860 million. Our separate rate neutral securitization has also been approved by the CPUC. And once we resolve the final legal steps, we anticipate will start issuing bonds early next year. Now some updates on regulatory matters. I'll specifically highlight important filings reflecting both our focus on timely cost recovery for historical spend and our focus on the planet supporting California's clean energy future. Turning to slide 13. At the end of the third quarter, we've requested cost recovery for approximately 80% of the unrecovered wildfire related costs on our balance sheet. And we already have final decision, settlement agreements or interim rates for roughly 60%. In September, we filed a settlement agreement for our 2020 wildfire mitigation and catastrophic event application. Our request was $1.28 billion comprised of prior wildfire expense including costs that were incurred in 2018. Given some of these cost predate the wildfire mitigation plan construct, we feel that settlement of $1.04 billion is a reasonable outcome. Most recently on this front, in September, we felt the recovery of $1.4 [Phonetic] billion of additional wildfire mitigation and catastrophic event costs. Most of the costs were incurred last year, and under our proposal, most of the revenue will be recovered in 2023 and 2024. You should expect to see similar filings in the coming years as we seek timely recovery of any incremental spend in these areas. Next, I'll cover a brief update on our cost of capital application. In late August, we filed the cost of capital application for rates starting in January 2022. The request was filed off-cycle as a result of the disconnect between lower interest rate and the increase in cost of capital for California utilities as seen from higher interest costs and equity issuance costs. At this stage, we'll follow the recent direction by the administrative law judge and for our materials that would have been included in the cost of capital adjustment mechanism advice letter by next Monday. The filing will include calculations of the ROE, cost of debt and the resulting overall return on rate base from the operation of the adjustment mechanism. DOJ's order asked to submit the relevant information into the cost of capital proceeding rather than requesting us to file an advise letter. Our focus on triple bottom line of people, planet and prosperity is also not slowing down. Just last week, we filed for key transportation electrification investment and we'll accelerate technology adoptions for underserved communities, and of course support California's greenhouse gas reduction goals. EV Charge 2 is an extension of our fully subscribed and successful EV Charge Network Program. We are requesting a total revenue requirement for roughly $225 [Phonetic] million from 2023 through 2030. This phase of the program will provide the infrastructures to support 16,000 new charging ports which is just scratching the surface to meet the demands of our customers. Till [Phonetic] today are driving nearly 20% of the electric vehicles in the country. We are proud to serve the largest base of customers owning and purchasing EVs in the US. I'll close by reiterating that we are delivering against the financial plan for 2021. Our focus continues to be on addressing the critical need to reduce wildfire risk in the near term, while running the business effectively to the long term. We're investing in needed [Phonetic] wildfire mitigation and we've eliminated our 2021 equity need. We'll continue to focus on improving our balance sheet while making the right investments to deliver clean energy safely to our customers. With that, I'll hand it back to Patti. Every day, we are more and more excited about the future we're creating here at PG&E. We can see the difference that's been made and the value to be unlocked. We continue to reduce wildfire risk and we're encouraged by the protections we have in place for our investors and the hometowns where we live and operate. Our 2021 PSPS protocols are the right solution on high wind days, and our enhanced powerline safety settings are necessary and effective and reductions ignitions and the resulting damage, given our current drought conditions. We're focusing our work to make our system safer every day. We're adapting based on what we learn so we can best serve our customers and you, our investors. We'll deliver on the financials and we'll continue to implement the necessary processes to run a high performing utility. Jenny, please open the line for Q&A. ","pg&e corp - recorded gaap losses were $0.55 per share for q3 2021. recorded gaap losses were $0.55 per share for the third quarter of 2021. non-gaap core earnings were $0.24 per share for the third quarter of 2021. 2021 earnings per share guidance adjusted for gaap earnings to a range of $(0.12) to $0.07 and reaffirmed non-gaap core earnings of $0.95 to $1.05 per share. " "Today's presenters are Chris Martin, Chairman, President and CEO; and Tom Lyons, Senior Executive Vice President and Chief Financial Officer. Now I'm pleased to introduce Chris Martin, who will offer his perspective on our second quarter. As we begin the summary of our second quarter, it is our sincere hope that you and yours are safe and healthy. Second quarter earnings were impacted by COVID and CECL as the provision for loan losses and expenditures related to providing a safe environment for our customers, employees took priority as we phased our staff-back-to-office process and afforded our customers full branch access. On a positive yet related note, we had expenses for the planned acquisition of SB One of $683,000 during the quarter and look to complete the closing tomorrow. We remain comfortable with our capital structure and balance sheet strength. Our capital ratios continue to be strong, given our business mix and risk management processes. In view of our capital and pre-tax pre-provision earnings expectations, the Board approved a $0.23 cash dividend. Net income for the quarter was $14.3 million or $0.22 per share. Net interest margin decreased 23 basis points linked quarter to 2.97% as the impact of lower rates and higher cash balances was partially offset by lower deposit costs and above-average growth in noninterest-bearing deposits. The impact of PPP loans on our margin was two basis points. And we continue to experience a reduction in our all-in cost of deposits to 41 basis points for the quarter ended June 30, 2020, versus 62 basis points from the trailing quarter. Borrowing costs also improved to 1.31% from 1.80% in the trailing quarter. The decrease in earning asset yields of 45 basis points linked quarter reflects falling benchmark interest rates on adjustable rate loans, accompanied by modest growth in new originations at lower rates and the $403 million in PPP loans. And of the PPP loans, we are assuming that approximately 75% to 80% will be forgiven once the government provides the vehicle and forms to complete this. The impact on our net interest margin from the short end of the curve is now largely behind us, but historically low long-term rates will continue to put pressure on asset yields as our loan and investment portfolio is repriced at lower coupons. The loan pipeline remains robust at $1.3 billion, and activity continues to provide us with growth potential as payoffs have added during COVID. We are also placing interest rate floors on most of our commercial loans. Residential mortgage originations have spiked as rates hit historical lows and neighborhoods experience an upsurge in activity with more individuals working from home and assimilating to the new work environment, which we see as continuing well into the future. Unlike some banks, we did not experience a high level of line draws during the course of the economic shutdown as line usage remained at 36%. We view this as indicative of the stability of our customer base and their assurance in our capacity to support their funding needs. Now Tom will go into more details on loan deferrals. But suffice it to say, the initial phase of 90-day deferrals peaked at approximately $1.3 billion or 16.8% of the loan portfolio. This has been reduced to $395 million or 5.1% of loans. This includes second deferrals to date of $343 million. The increase in deposits is difficult to parse as much of the growth can be attributed to PPP loans, along with stimulus checks from the government. But in any event, significant growth in noninterest-bearing deposits helped reduce our funding costs. Noninterest expense declined during the quarter due to decreased deposit-related fees as much of our market was under the stay-at-home executive orders, which impacted debit card revenue due to reduced volumes. Wealth management income was also affected by the market declines in the value of assets under management, which has since recovered. On the noninterest expense front, the majority of the $5.6 million increase was due to CECL and the credit loss expense for off-balance sheet credit exposure of $5.3 million in the quarter. We also had increases in data processing expenses related to our digital platform improvement, along with transaction costs associated with the SB One acquisition. Asset quality improved, and we experienced net recoveries for the quarter. Our allowance for credit losses now stands at 1.11% of total loans from 0.76% at December 31, 2019. The provision in the quarter was significantly impacted by Moody's baseline economic forecast, including a negative shift in the outlook for commercial real estate. Exposures to hotels, retail, restaurants and skilled nursing facilities are under heavy scrutiny. On June 30 June 30 reported credit metrics remained remarkably stable given the ongoing level of economic stress, as borrowers were aided by the impact of government stimulus and loan modification and deferral programs. We envision continued pressure on credit as we anticipate the continuation of a challenging business environment due to the pandemic. And we anticipate meeting all of our cost saves from the combination of SB One Bancorp, which closes tomorrow, and all of them we'll provide to our customers and our employees while also increasing long-term growth and stockholder value. Now Tom will provide more detail on our financial results. As Chris noted, our reported net income was $14.3 million or $0.22 per diluted share compared to $24.4 million or $0.38 per diluted share for the second quarter of 2019 and $14.9 million or $0.23 per diluted share in the trailing quarter. Earnings for the current quarter were again adversely impacted by elevated provisions for credit losses under the CECL standard and the recessionary economic forecast attributable to the COVID-19 pandemic. In addition, we incurred costs specific to our COVID response, including supplemental pay for customer-facing employees, PPE equipment and security costs and costs related to the upcoming merger with SB One. Core pre-tax pre-provision earnings were $35.9 million, excluding $16.2 million in provisions for credit losses on loans and commitments to extend credit, $1 million of COVID costs and $683,000 of professional fees related to the SB One merger. This compares with $36.4 million in the trailing quarter, excluding provisions for credit losses, and merger-related charges and $42.7 million for the second quarter of 2019. Our net interest margin contracted 23 basis points versus the trailing quarter and 45 basis points versus the same period last year. As declining market interest rates, cash collateral pledged against that and money swaps, excess liquidity and PPP loans all produced lower earning asset yields. To combat margin compression, we continue to reprice deposit accounts downward. This deposit rate management, coupled with a continued emphasis on attracting noninterest-bearing deposits, resulted in a 21 basis point decrease in the total cost of deposits this quarter to 41 basis points. Noninterest-bearing deposits averaged $1.8 billion or 25% of the total average deposits for the quarter. This was an increase from $1.5 billion in the trailing quarter with a sizable portion of that growth attributable to PPP and stimulus funding. Noninterest-bearing deposit levels remained elevated at $1.9 billion on June 30. Average borrowing levels increased $92 million, and the average cost to borrow funds decreased 49 basis points versus the trailing quarter to 1.31%. We will continue to thoughtfully manage liability costs as the rate environment evolves. Quarter end loan totals increased $294 million versus the trailing quarter as growth in C&I, CRE, multifamily and residential mortgage loans was partially offset by net reductions in construction and consumer loans. The growth was largely driven by PPP loans, which totaled $400 million at June 30. Loan originations, excluding line of credit advances, totaled $774 million for the quarter. The pipeline at June 30 was consistent with the trailing quarter at $1.3 billion. Pipeline rate has increased 26 basis points since last quarter to 3.43% at June 30. Our provision for credit losses on loans was $10.9 million for the current quarter compared with $14.7 million in the trailing quarter. The decrease in the provision reflects the significant reserve build required in the trailing quarter, and CECL model estimates for life of loan losses as impacted by the ongoing severe economic forecast. We had annualized net recoveries as a percentage of average loans of one basis point this quarter compared with annualized net charge-offs of 16 basis points for the trailing quarter. Nonperforming assets declined to 37 basis points of total assets from 39 basis points at March 31. The allowance for credit losses on loans to total loans increased to 1.11% or 1.17%, excluding PPP loans from 1.02% in the trailing quarter. Loans with short-term COVID-19 payment deferrals declined from their peak of $1.31 billion or 16.8% of loans to $395 million or 5.1% of loans. Loans and deferral consists of $52 million that are still in their initial deferral period and another $343 million that have been or are expected to be granted a second 90-day deferral. Included in this total are $130 million of loans secured by hotels with a pre-COVID weighted average LTV of 53%, $124 million of loans secured by retail properties with a pre-COVID weighted average LTV of 66% and $25 million of loans secured by restaurants with a pre-COVID weighted average LTV of 59%. Of the $912 million of loans that have concluded their deferral period, $380 million have resumed regular contractual payments with the majority of the remainder expected to resume payments at their August one due date. Noninterest income decreased $2.6 million versus the trailing quarter to $14 million as reductions in deposit and wealth fees resulting from consumer restrictions from COVID mitigation efforts and volatile asset values and lower swap fee income was partially offset by greater bank loan life insurance benefits and gains on sales of real estate owned. Excluding provisions for credit losses on commitments to extend credit, COVID-related costs and acquisition-related professional fees, noninterest expenses were an annualized 1.86% of average assets for the quarter. These core expenses decreased $4.4 million versus the trailing quarter. The decrease in core expenses versus the trailing quarter was primarily attributable to $1 million of executive severance and normal first quarter increases and compensation and related payroll taxes recognized in the trailing quarter. And increased deferral of salary expense related to PPP loan originations in the current quarter. This improvement was partially offset by increased FDIC insurance costs as the remaining $267,000 in small bank assessment credit was utilized in the current quarter. Our effective tax rate decreased to 20.6% from 26% for the trailing quarter. As a result of reduced forecast of taxable income in the current quarter, and an adverse discrete item related to the vesting of stock compensation in the trailing quarter. We are currently projecting an effective tax rate of approximately 23% for the balance of 2020. We'd be happy to respond to questions. ","compname reports q2 earnings per share $0.22. q2 earnings per share $0.22. " "Today's presenters are Chairman and CEO, Chris Martin; President and Chief Operating Officer, Tony Labozzetta; and Senior Executive Vice President and Chief Financial Officer, Tom Lyons. Now it's my pleasure to introduce Chris Martin, who will offer his perspective on the third quarter. Provident's third quarter results were strong, and we believe the business climate is promising as we look into Q4. Earnings of $0.49 in the quarter exceeded last year's results by 32%. And performance was augmented by several factors, including an improving economy as it continues to decline out of COVID restraints, better credit metrics and the achievement of earnings acceleration from the acquisition of SB One. The quarter was marked by growth in net interest income and a strong return on average assets of 1.11% and return on average tangible equity of 12.04%. Based on their confidence in our earnings outlook, our Board approved an increase in our quarterly cash dividend to $0.24 per share, representing an increase of 4.3%. And during the quarter, we also repurchased approximately 630,000 shares of our common stock at an average price of $22.04 per share. Our capital position is strong and comfortably exceeds well capitalized levels. As Tony and Tom will detail in their remarks, we are dealing with excess liquidity, not unlike many other financial institutions. We have diligently deployed a portion of that liquidity into securities, but obviously, loan growth would be our preferred investment. We anticipate the Fed will commence tapering their quantitative easing purchases in the fourth quarter, which we hope will result in a steepening of the yields curve. This always takes a while to make an impact, but would signal positive economic outlook, and a moderate amount of inflation would be positive for the bank. With a fairly neutral interest rate, risk position, excess liquidity and stable low-cost deposit funding, we continue to be well positioned to benefit from a rise in interest rates, while remaining well protected if rates remain low. The focal point for Provident was our loan growth ex-PPP, which contributed to increased net interest income, and our strong quarter end loan pipeline, which reflects customer confidence and provides positive momentum for respectable growth going into the fourth quarter. In terms of pricing, the weighted average rate on our loan pipeline has increased, reflecting movement in the treasury curve. The market remains aggressive and our lenders face competition on rates from banks and on structure from nonbanks. In spite of the challenging environment, we win deals because of our relentless focus on delivering a best-in-class customer experience. Our core deposit growth continues to be strong in both the consumer and commercial areas, and our cost of deposit remains one of the best in our markets. And we're also seeing growth in the wealth management and insurance businesses, and we'd expect that organic growth to continue. Asset quality improved and charge-offs were negligible as the economy continues to improve. And core operating costs are well controlled as reflected in our adjusted noninterest expense to average asset ratio of 1.85% and an efficiency ratio of 54.5% for the quarter. I remain highly enthusiastic about the prospects within our markets and the drive and motivation of our banking teams will continue to spur growth and enable us to continue to deliver long-term shareholder value. With that, I'll ask Tony to add more context. I would like to share with you thoughts about our performance of our key lines of business and areas of focus. Based on certain trends that we are observing, we believe the economic outlook for the fourth quarter and leading into 2022 looks promising. This supports improved growth and continued solid profitability for the remainder of the calendar year. Our commercial lending group continues to demonstrate strong productivity. In the third quarter, we closed $514 million of new loans, an increase of 29% from the prior quarter. While prepayments adjusted for PPP are down from the prior quarter, they remain higher than we desire. Of note, nearly half of our commercial loan prepayments were driven by the sale of the underlying business or asset. In addition, our line of credit utilization percentage remains roughly 28% compared to the historical average of approximately 40%, which equates to about $190 million of potential additional outstanding loan balances. Nevertheless, our production exceeded the pressures of the current operating environment, and as such, we grew our commercial loan portfolio, excluding PPP, at an annualized rate of 9.4%. Notwithstanding our significant loan production and the fierce competition, at quarter end, our pipeline remains robust at approximately $1.6 billion. The pull-through adjusted pipeline, including loans pending closing, is approximately $1 billion. Of note, our expected pipeline rate increased 12 basis points from the last quarter. We project good pull-through, and if prepayments are stable, we should meet or exceed our loan growth expectations for the remainder of the year. We continue to experience good growth in our core deposits, particularly noninterest-bearing demand, which grew at an annualized rate of 12% and presently comprise 24% of our total deposits. Our total cost of deposits for the quarter declined three basis points to 23 basis points and is among the best in our peer group. While we are in a rate and liquidity cycle that has driven margins lower throughout the industry, our growth and low-cost deposit franchise continue to drive value, which is demonstrated by our continued increase in net interest income. We continued to grow fee revenue, largely through Beacon Trust and SB One insurance. Adjusting for nonrecurring items related to the SB One merger, SB One Insurance increased its operating profit 10% from the same quarter last year, driven largely by a strong retention ratio of 96.4%. Beacon Trust also had good performance, with assets under management increasing approximately 17% to about $4 billion, and revenue increasing 16% over the same quarter last year. As I have mentioned in the past, both Beacon Trust and SB One insurance are value-add for our clients and the bank. We are seeing increased opportunities and referrals among all of our lines of business, which make our growth prospects more exciting. Looking forward, our focus is to enhance our asset mix and deploy more of our excess liquidity, which should improve our margin, and more importantly, grow net interest income. Our fee-based businesses are important to us, and we want to accelerate their growth and strengthen the synergies with the bank. Lastly, we have a number of initiatives that will modernize certain business processes that are aimed at reducing friction and improving the digital journey for our employees and customers. As we accomplish our goals, we will increase our franchise value and improve our total return to our shareholders. Our net income for the quarter was $37.3 million or $0.49 per diluted share compared with $44.8 million or $0.58 per diluted share for the trailing quarter. Earnings for the current quarter included $2 million of provisions for credit losses on loans and off-balance sheet credit exposures, while the trailing quarter benefited from $8.7 million of net negative provisions. Pretax pre-provision earnings were a quarterly record $52.1 million or an annualized 1.55% of average assets. Current period earnings featured record quarterly revenue, including record net interest income and noninterest income. While we did experience modest net interest margin compression as a result of ongoing elevated liquidity, earnings on the $166 million increase in average interest-earning assets partially offset the impact of declines in yields and lower PPP income. Income recognized from PPP loan forgiveness fell $402,000 versus the trailing quarter to $2.5 million, and remaining PPP -- deferred PPP fees totaled $3.2 million at September 30. Meanwhile, funding costs fell as average deposits increased and average borrowings declined. Average noninterest-bearing deposits increased $74 million versus the trailing quarter and the total cost of deposits declined 3 basis points to just 23 basis points. Pull-through adjusted loan pipeline at September 30 was consistent with the trailing quarter at $1.1 billion, and the pipeline rate increased 12 basis points since last quarter to 3.4%. Excluding PPP loans, period-end loan totals increased $153 million or an annualized 6.4% versus June 30. Loan growth occurred primarily in the CRE category. Our provision for credit losses on loans was $1 million for the current quarter compared with the benefit of $10.7 million in the trailing quarter. Asset quality metrics, including nonperforming loan levels, early stage and total delinquencies criticized and classified loans and all related ratios improved versus the trailing quarter. We had net charge-offs of $1.9 million or an annualized 8 basis points of average loans this quarter. Nonperforming assets decreased to 51 basis points of total assets from 62 basis points at June 30. Excluding PPP loans, the allowance represented 0.85% of loans compared with 0.88% in the trailing quarter. Noninterest income increased to $23.4 million, helped by income recognized from a $3.4 million reduction in contingent consideration related to the earn-out provisions of the 2019 purchase of registered investment advisor, Tirschwell & Loewy. We became subject to the interchange fee limitations of the Durbin amendment this quarter, which reduced revenue by $1.1 million compared with the trailing quarter. Excluding provisions for credit losses on commitments to extend credit and merger-related and COVID expenses in 2020, operating expenses were an annualized 1.85% of average assets for the current quarter compared with 1.84% in the trailing quarter, and 1.92% for the third quarter of 2020. The efficiency ratio was 54.51% for the third quarter of 2021 compared with 54.12% in the trailing quarter and 56.2% for the third quarter of 2020. Our effective tax rate was 25.7% versus 25.4% for the trailing quarter, and we are currently projecting an effective tax rate of approximately 25% for the remainder of 2021. We'd be happy to respond to questions. ","compname reports q3 earnings per share of $0.49. q3 earnings per share $0.49. " "Joining me on the call today are Jon Moeller, currently Vice Chair and Incoming President and Chief Executive Officer as of November 1; and John Chevalier, Senior Vice President, Investor Relations. The July to September quarter provides a good start to the fiscal year, putting us on track to deliver our guidance for organic sales growth, core earnings per share growth, free cash flow productivity and cash returned to shareholders. We experienced the full impact of rising commodity and transportation costs this quarter, but healthy top-line growth and strong cost savings kept earnings per share growth nearly in line with the prior year. Earnings growth should improve sequentially through the balance of the fiscal year as price increases go into effect and productivity programs ramp up. So moving to first quarter results, organic sales grew 4%, volume contributed two points of sales growth, pricing and mix each added one point. Growth was broad-based across business units with nine out of 10 product categories growing organic sales. Personal Health Care up double-digits; Fabric Care grew high-singles; Baby Care, Feminine Care and Grooming up mid-singles; Home Care, Oral Care, Hair Care and Skin and Personal Care organic sales each up low-single-digits. Family Care declined mid-singles comping very strong growth in the base period. Organic sales were up 4% in the U.S. despite 16% growth in the base period. On a two year stack basis, U.S. organic sales are up 20%. Greater China organic sales were in line with prior year due to strong growth in the base period comp and due to intra-quarter softness in beauty market growth. On a two year stack basis, organic China -- China organic sales are up 12% in line to slightly ahead of underlying market growth. Focused markets grew 4% for the quarter and enterprise markets were up 5%. E-commerce sales grew 16% versus prior year. Global aggregate market share increased 50 basis points. 36 of our top 50 category country combinations held or grew share for the quarter. Our superiority strategy continues to drive strong market growth and in turn share growth for P&G. All channel market value sales in the U.S. categories in which we compete grew mid-single-digits this quarter and P&G value share continued to grow to over 34%. We are up more than a point and a half versus first quarter last year. Importantly, the share growth is broad-based. Nine of 10 product categories grew share over the past three months with the 10th improving to flat versus year ago over the past one month. Consumers are continuing to prefer P&G brands. On the bottom line, core earnings per share were $1.61, down 1% versus the prior year. On a currency neutral basis, core earnings per share declined 3% mainly due to gross margin pressure from higher input costs, which we highlighted in our initial outlook for the year. Core gross margin decreased 370 basis points and currency neutral core gross margin was down 390 basis points. Higher commodity and freight cost impacts combined were a 400 basis point hit to gross margins, mix was an 80 basis points headwind, primarily due to geographic impacts. Productivity savings, pricing and foreign exchange provided a partial offsets to the gross margin headwinds. Within SG&A, marketing expense as a percentage of sales was in line with prior year level for the quarter, increasing more than 5% in absolute dollars, consistent with all-in sales growth. Core operating margin decreased 260 basis points. Currency neutral core operating margin declined 270 basis points. Productivity improvements were 180 basis points help to the quarter. Adjusted free cash flow productivity was 92%. We returned nearly $5 billion of cash to share owners, $2.2 billion in dividends and approximately $2.8 billion in share repurchase. In summary, in the context of a very challenging cost environment, good results across top-line, bottom line and cash to start the fiscal year. Our team continues to operate with excellence and stay focused on the near-term priorities and long-term strategies that enabled us to create strong momentum prior to the COVID crisis and to make our business even stronger since the crisis began. We continue to step forward into these challenges and to double down our efforts to delight consumers. As we continue to manage through this crisis, we remain focused on the three priorities that have been guiding our near-term actions and choices. First is ensuring the health and safety of our P&G colleagues around the world. Second, maximizing the availability of our products to help people and their families with their cleaning, health and hygiene needs. Third priority supporting the communities, relief agencies and people who are on the front lines of this global pandemic. The strategic choices we've made are the foundation for balanced top and bottom line growth and value creation. A portfolio of daily use products, many providing cleaning, health and hygiene benefits in categories where performance plays a significant role in brand choice. In these performance-driven categories, we've raised the bar on all aspects of superiority, product, package, brand communication, retail execution and value. Superior offerings delivered with superior execution drive market growth. In our categories, this drives value creation for our retail partners and builds market share for P&G brands. We've made investments to strengthen the health and competitiveness of our brands, and we'll continue to invest to extend our margin of advantage and quality of execution improving solutions for consumers around the world. The strategic need for investment to continue to strengthen the superiority of our brands, the short-term need to manage through this challenging cost environment and the ongoing need to drive balanced top and bottom line growth, including margin expansion, underscore the importance of ongoing productivity. We're driving cost savings and cash productivity in all facets of our business. No area of cost is left untouched. Each business is driving productivity within their P&L and balance sheet to support balance top and bottom line growth and strong cash generation. Success in our highly competitive industry requires agility that comes with the mindset of constructive disruption, a willingness to change, adapt and to create new trends and technology that will shape the industry for the future. In the current environment, that agility and constructive disruption mindset are even more important. Our organization structure yields a more empowered, agile and accountable organization with little overlap or redundancy flowing through new demands, seamlessly supporting each other to deliver against our priorities around the world. These strategic choices on portfolio, superiority, productivity, constructive disruption and organization structure and culture are not independent strategies, they reinforce and build on each other. When executed well, they grow markets, which in turn grows share, sales and profit. These strategies were delivered -- were delivering strong results before the crisis and have served us well during the volatile times. We're confident they remain the right strategy framework as we move through and beyond the crisis. Moving on to guidance. We will undoubtedly experience more volatility as we move through this fiscal year. As we saw this quarter, growth results going forward will be heavily influenced by base period effects along with the realities of current year cost pressures and continued effects of the global pandemic. Supply chains are under pressure from tight labor markets, tight transportation markets and overall capacity constraints. Inflationary pressures are broad-based and sustained. Foreign exchange rates add more volatility to this mix. We have also experienced some short-term disruptions in materials availability in several regions around the world. Our purchasing, R&D and logistics experts have done a great job managing these challenges. These costs and operational challenges are not unique to P&G, and we won't be immune to the impacts. However, we think the strategy -- strategies we've chosen, the investments we've made and the focus on executional excellence have positioned us well to manage through this volatile -- volatility over time. Input costs have continued to rise since we gave our initial outlook for the year in late July. Based on current spot prices, we now estimate a $2.1 billion after-tax commodity cost headwind in fiscal 2022. Freight costs have also continued to increase. We now expect freight and transportation costs to be an incremental $200 million after-tax headwind in fiscal '22. We will offset a portion of these higher costs with price increases and with productivity savings. As discussed last quarter and in the more recent investor conferences, we've announced price increases in the U.S. on portions of our Baby Care, Feminine Care, Adult Incontinence, Family Care, Home Care and Fabric Care businesses. In the last few weeks, we've also announced to retailers in the U.S. that we will increase prices on segments of our Grooming, Skin Care and Oral Care businesses. The degree and timing of these moves are very specific to the category, brand and sometimes the product form within a brand. This is not a one-size-fits-all approach. We're also taking pricing in many markets outside the U.S. to offset commodity, freight and foreign exchange impacts. As always, we will look to close couple of price increases with new product innovations, adding value for consumers along the way. As we said before, we believe this is a temporary bottom line rough patch to grow through, not a reason to reduce investment in the business. We're sticking with the strategy that has been working well before and during the COVID crisis. Our good first quarter results confirm our guidance ranges for the fiscal year across all key metrics. We continue to expect organic sales growth in the range of 2% to 4%. Our solid start to the fiscal year increases our confidence in the upper half of this range. We expect pricing to be a larger contributor to sales growth in coming quarters as more of our price increases become effective in the market. As this pricing reach the store shelves, we'll be closely monitoring consumption trends. While it's still early in the pricing cycle, we haven't seen multiple changes in consumer behavior. On the bottom line, we're maintaining our outlook of core earnings-per-share growth in the range of 3% to 6% despite the increased cost challenges we're facing. Foreign exchange is now expected to be neutral to after-tax earnings compared to the modest tailwind we estimated at the start of the year. Considering FX was a modest help to first quarter earnings, we're projecting it to be a headwind for the balance of the year. In total, our revised outlook for the impact of materials, freight and foreign exchange is now a $2.3 billion after-tax headwind for fiscal '22 earnings or roughly $0.90 per share, a 16 percentage point headwind to core earnings per share growth. This is $500 million after-tax of incremental cost pressure versus our initial outlook for the year. Despite these cost challenges, we are committed to maintaining strong investment in our brands. So while we are not changing our core earnings per share guidance range, please take note of these dynamics as you update your outlook for the year. We'll face the most significant cost impacts in the first half of the fiscal year as pricing goes into effect, as savings programs ramp up and as we begin to annualize the initial spike in input costs, earnings growth should be sequentially stronger in the third and fourth quarters of the year. We are targeting adjusted free cash flow productivity of 90%. We expect to pay over $8 billion in dividends and to repurchase $7 billion to $9 billion of common stock. Combined, a plan to return $15 billion to $17 billion of cash to share owners this fiscal. This outlook is based on current market growth rate estimates, commodity prices and foreign exchange rates. Significant currency weakness, commodity cost increases, additional geopolitical disruptions, major production stoppages or store closures are not anticipated within the guidance ranges. To conclude, our business exhibited strong momentum well before the COVID crisis. We've strengthened our position further during the crisis, and we believe P&G is well positioned to grow beyond the crisis. We will manage through the near-term cost pressures and continued market level volatility with the strategy we've outlined many times and against the immediate priorities of ensuring employee health and safety, maximizing availability of our products and helping society overcome the COVID challenges that still exist in many parts of the world. We'll continue to step forward toward our opportunities and remain fully invested in our business. We remain committed to driving productivity improvements to fund growth investments, mitigate input cost challenges and to maintain balanced top and bottom line growth. ","compname reports qtrly earnings per share of $1.61. q1 (not q4) earnings per share $1.61. qtrly grooming segment organic sales increased four percent versus year ago. qtrly fabric and home care segment organic sales increased five percent versus year ago. maintains fiscal year 2022 guidance. qtrly beauty segment organic sales increased two percent versus year ago. qtrly organic sales increased 4%. qtrly health care segment organic sales increased 7%. qtrly baby, feminine and family care segment organic sales increased two percent versus year ago. qtrly core earnings per share $1.61. current fy 2022 outlook estimates headwinds of $2.1 billion after-tax from higher commodity costs. " "As Jonathan said, this is Todd Leombruno, chief financial officer speaking. I'd like to direct you to Slide No. Reconciliations for all non-GAAP financial measures are included in today's materials. As usual, today, Tom is going to begin with highlights of the quarter and a few comments on the company's transformation. Two comments before we begin today. First, as a reminder, regarding the pending Meggitt acquisition, we are still bound by the requirements of the U.K. Takeover Code in respect to discussing certain transaction details. And secondly, we are announcing a date and time change to our upcoming virtual investor day due to a scheduling conflict with another company's investor day. Our meeting will now be held on Tuesday, March 8 from 9 am to 12 pm Eastern. It will be a virtual event. And among the topics that we'll cover will be the release of our new long-term financial targets. I want to start with the title of this slide, which is exceptional execution in a challenging environment. When you look at the performance of the company in aggregate, safety, sales growth, the margin expansion, EPS, it was an extremely strong quarter. This is against arguably one of the most difficult operating environments that we've all faced in our careers when you add up the cumulative effect of inflation, supply chain challenges and the Omicron virus. Let's start with the first bullet. Focus on safety continues. It is our No. We're leveraging our high-performance teams, the combination of the natural work teams that we have in our plants and warehouses as well as the Star Point teams and Kaizen. And it's really this combination, this team structure plus Kaizen, that is driving an ownership culture within the company. So ownership of safety, but also ownership of quality, cost, delivery and engagement. Sales growth was 12% year over year. Organic growth was 13%. It was nice across all the external reporting segments as well as every region participating. Total sales was a second quarter record as well as total segment operating margin. EBITDA margin was 18.2% as reported or 22.7% adjusted. It was 180 basis points. It's a big move versus prior year. Robust demand environment continues. We had over 90% of our end markets in the growth phase, which we're very excited about. And this execution, what you're seeing, is really the cumulative effect of win strategy 2.0 and 3.0 driving this kind of performance. When you add the strategy changes on top of the portfolio, things we've done, adding those great acquisitions that we've done over the last number of years and the powerful secular trends that I'm going to talk about here momentarily, we see the future has much longer cycle and more resilient and faster growing. So if you go to the next slide, Slide 4, I've touched on this before. This kind of frames all of our thinking and our strategies for the company to around trying to achieve these three key drivers. Living up to our purpose, that higher calling, that North Star that we're driving for, to be great generators and deployers of cash, to be a top quartile performer versus our proxy peers. If you go to Slide 5, which is the little expression that a picture is worth a thousand words, this kind of sums up how the company has changed over the last number of years. We've updated this slide for FY '22 numbers. And I'm going to just reframe this slide for you. On the left-hand side is adjusted EBITDA, adjusted earnings per share and on the right-hand side is adjusted EBITDA margin. So if you look on the left and you go to FY '16, so we worked real hard as a company for 100 years to get to $6.99 EPS. And then the last six years, we've grown it by 2.5x to a little over $18 in our current guide. If you just look at the gain that we've had since the pandemic, FY '20 to FY '22 guide, it's almost another $6 just in those two years. It happens to be and I don't think it's coincidental, that we launched win strategy 3.0 at the beginning of FY '20. And you can see what it's done to propel performance. If you look on the right-hand side and we don't guide on EBITDA margin, but we put in our EBITDA margin year to date to 22.4%. If you look at that from FY '16 to that, it's 770 basis points improvement, just remarkable improvement. Really the how behind these results, it's been our people, portfolio changes that we've done and has been, again, a cumulative effect of win strategy 2.0, 3.0. So if you go to the next slide, give you a quick update on the Meggitt transaction. We continue to make progress. There's really four main work streams that we're working. There's two, the economic and national security review that we're working on with the U.K. government. I would characterize those as constructive and positive and on track. And then the antitrust and FDI filings are proceeding as we had anticipated. We're still anticipating a Q3 calendar 2022 close and we're really excited about this. This is obviously a compelling combination. It doubles the size of our aerospace business, highly complementary technologies. And we're at the beginning of a commercial aerospace recovery with great synergies as we put these two companies together. Again, coming -- bringing this on with everything else we've been doing, a much longer cycle, less cyclical, faster growing company. And then on Slide 7, in addition to the strategic acquisitions that we've been making, we are uniquely positioned with our eight motion and control technologies to benefit from the four secular trends that you see on this page. Now I touched on aerospace and the recovery and momentum of Meggitt plus Parker. But if you look at electrification, ESG, digitization, what you have here are long-term multiyear growth enablers and content growth for us is going to grow, both onboard as well as infrastructure. And we're excited that this is going to be a big part of what we'll talk about at investor day and we look forward to sharing more about these secular trends on March 8 with you. I'll ask everyone to move to Slide 9 and I'll start with our FY '22 Q2 results. As Tom mentioned, this was just an outstanding quarter. Just another reminder that our operations leaders are really driving the company to significantly higher levels of performance. Our sales increased 12% versus the prior year. We did hit a record level of $3.8 billion. Tom mentioned this, but organic sales were very healthy at 13%. Currency was about a one point drag on sales. That's how we got to the 12% reported sales increase. Demand just remains robust. Our backlogs are healthy. Growth remains very broad-based across all of our industrial businesses. If you look into the aerospace business, commercial demand continues to trend positive. And we talked about this before, but the acquisitions of CLARCOR, LORD and Exotic continue to outperform our expectations. When you look at the segment operating margins, it's a Q2 record on an adjusted basis. We did 21.6% segment operating margin. That's 120 basis points improvement from prior year. And our teams are really managing through the well documented supply chain issues, the inflationary environment. I really just want to commend them on our team's swift actions to manage these costs and inflationary actions, still while achieving record sales in the quarter. Tom mentioned this, but adjusted EBITDA margin was 22.7%. That's up 180 basis points from last year. Both our adjusted net income and our adjusted earnings per share has improved by 29% versus prior year. Net income is $582 million or 15.2% return on sales. And adjusted earnings per share was $4.46. That's $1.01 increase versus the prior year of $3.45, just a really solid quarter. If we jump to Slide 10. This is just a bridge on adjusted earnings per share and I'll just detail some of the components that generated the $1.01 increase in EPS. And as you can see really, operating execution is the major driver in this increase. Adjusted segment operating income did increase by $132 million. That's 19% greater than prior year. And that really accounts for 80% of the increase in our earnings per share this quarter. We did have some other favorable items that was $0.19 favorable. There were some currency gains that were favorable. We did sell a few facilities that we restructured. Those closed in the quarter. And we do have reduced pension expense versus prior year. All of that added up to $0.19. And then you could see the other items on the slide that all netted to $0.04 favorable. But really, the story here is just a very strong operating quarter. If we go to Slide 11, I'll make a few comments on our segment performance. Tom mentioned those secular trends. We are seeing growth from those trends across our segments. Every single one of the segments has a record adjusted segment operating margin this quarter. We did maintain a cost-price neutral position. We're very proud of that. Incrementals were 32% versus prior year. And I just want to remind everybody, that is against a headwind of $65 million of discretionary savings that we had in the prior year. If you exclude those discretionary savings, our incrementals were 48%. So really fantastic performance across the board from our teams. It really highlights the power of the win strategy and really demonstrates our ability to perform through this current climate. If you look at orders, orders are plus 12 and really the demand continues to be robust across our businesses. Just a little color on Diversified Industrial North America, sales reached $1.8 billion. Organic growth in that segment was 15% versus prior year. And listen, we're really pleased with the performance in this region. We've talked a lot -- I've read -- I know everyone is familiar with the well documented supply chain issues. Tom mentioned the Omicron spike. We are not immune to that. But we did keep operating margins at a very high level of 21.3% in this segment and we're proud of that. Order rates continued to be very high at plus 17. Our backlog is strong. And Tom mentioned this, 91% of our markets are in growth mode. So great things in the North American businesses. Industrial international is a great story. Sales are $1.4 billion. Organic growth is up 14% in this segment. And I want to note that across all the regions within our International segment, organic growth was mid-teen positive in every region. So really robust activity there. Maybe more impressive is the adjusted operating margins, 22.4%. This is an increase of 210 basis points versus the prior year. And certainly, we have volume. We've talked a lot about our growth in distribution internationally. We are benefiting from some product mix. And really, the team is doing a great job controlling cost. And this has been a really long-term effort over a long period of time from that team. So I'm really happy that they're able to put up these continued high level of margin performance. Order rates there were plus 14%, ample backlog and really solid international performance. If we look at aerospace systems, really continued signs of a rebound there. Sale were $618 million. Organic sales are positive at almost 6%. And we did see very strong demand in our commercial OEM and MRO markets. Great margin performance here as well. Operating margins have increased 270 basis points that finished the quarter at 20.7%. And again, I just want to remind everyone that, that is still at pre-COVID volume levels. So great margin performance from our aerospace team. Aerospace orders on a 12-month rolling rate did decline 7%. But one item I want to make clear for everybody is we did have a few large multiyear military orders in the prior period that really created a tough comp just in aerospace. If we exclude those orders, aerospace orders would be plus mid-teens positive. So we're seeing continued signs of steady improvement in aerospace. Our order dollars in aerospace in the quarter were at the highest level they've been in the last three quarters. So great quarter out of aerospace. But if you really look at the segments, it's really outstanding operating performance. We've got positive growth, strong order dollars, robust backlogs, record margins and really just solid execution across the board. So great segment performance. If I take you to Slide 12 and talk about cash flow on a year-to-date basis, we did exceed $1 billion in cash flow from operations. That is 13.3% of sales. Free cash flow is $900 million or almost 12% of sales. And conversion on a year-to-date basis is now 107%. We still continue to diligently manage working capital across the company. We really are just responding to these increased demand levels that we have. The working capital change did improve in the quarter as we forecasted. In the quarter, it was a 1.9% use of cash. Versus last year, it was a 4.1% source of cash. So for the full year, I just want to reiterate, we continue to forecast mid-teens cash flow from operations and free cash flow for the full year will exceed 100%. If we go to Slide 13 now, I just want to make a few comments on our capital deployment activity. I'm sure many people have seen this, but last week, our board approved a dividend declaration of $1.03 per share. That is fully supportive of our long-standing 65-year record of increasing dividends paid. And I want to give an update on the Meggitt financing. We continue to make progress on our financing plan. Our plan is flexible. I did mention on the last call that we secured a deal contingent forward hedge contract in the amount of GBP 6.4 billion. Accounting rules require us to mark those contracts to market. That impact in the quarter was a non-cash charge of $149 million. We booked that in the other expense line and we are treating that as an adjusted item. We now have $2.5 billion of cash deposited in escrow to fund the Meggitt transaction. That is listed on our balance sheet as restricted cash. And that was funded from a combination of commercial paper and some cash on hand. A result of that, our gross debt-to-EBITDA ended up being 2.7 times in the quarter. Net debt was 2.5 times. If you account for the $2.5 billion of restricted cash, net debt-to-EBITDA would be 1.8. Full year adjusted earnings per share is raised by $0.75. We did guide to $17.30 at the midpoint last quarter. We have moved that to $18.05 and that is at the midpoint. We've also narrowed the range. Range is now $0.25, up or down. And sales is also raised. We're raising the midpoint to a range of 10% at the midpoint. We've got a range of 9% to 11%. And the breakdown of that sales change at the midpoint is organic growth is 10 and a half percent. Currency will be about one point unfavorable. And of course, there's no impact from acquisitions. As Tom said, we don't expect Meggitt to close in our fiscal year. If we look at the full year adjusted segment operating margin, we're also raising that 20 basis points from the prior guide. Full year now, we expect that to be 22.1% at the midpoint. There is a 20 basis point range on either side of that. And corporate G&A and other is expected to be $656 million on an as reported basis, but $435 million on an adjusted basis. So of course, there's a couple of adjusted items in there. The acquisition-related intangible assets, that is a standard adjustment, the realignment expenses standard adjustment, the lowered cost to achieve standard adjustment. But we are adjusting these transaction-related expenses for Meggitt. Year to date, we've got $71 million worth of transaction costs and of course, that $149 million non-cash mark-to-market loss that I just mentioned. We're going to continue to adjust for the transaction-related expenses as they are incurred. If you look at tax rate, tax rate is now going to be slightly lower than what we had forecasted just based on first half activity. We expect that to be 22% now. And finally, guidance for the full year assumed sales, adjusted operating income and earnings per share all split, 48% first half, 52% in the second half. And just a little bit more color, Q3, FY '22 Q3 adjusted earnings per share guide, we have at $4.54. So with that, Tom, I'll hand it back to you for closing comments and I'll ask everyone to go to Slide 15. We've got a highly engaged team around the world living up to our purpose, which is enabling engineering breakthroughs that lead to a better tomorrow. You've seen what 3.0 has done, as I referenced in that earnings per share chart, describing our current performance that's going to drive our future performance. It's the early days of win strategy 3.0 and I would characterize it as having long legs, lots of potential ahead with win strategy 3.0. The portfolio transformation continues. We've acquired three great companies, are in the process of a fourth that will make us longer cycle and more resilient. And if you put that on top of the secular trends that I highlighted, we feel very, very positive about the future. So it's been our portfolio changes. It's been the strategy changes. But it really starts with our people, 55,000 team members that are thinking and acting like an owner, so 55,000 owners that are driving this transformation. And then I'm going to hand it back to Todd for a quick comment just to set up the Q&A before we get started. Jonathan, I just want to want to ask the participants of the call just as a reminder to ask one question, follow up if needed and then jump back into the queue just so we can try to get everyone on the call to to have a shot at answering a question. We do appreciate your cooperation. ","q2 adjusted earnings per share $4.46. q2 sales rose 12 percent to $3.82 billion. qtrly orders increased 12% for total parker. fy22 guidance assumes organic sales growth of approximately 10% to 12% compared with prior year. for remainder of this fiscal year, we expect positive demand trends to continue. " "I'm Mark Kowlzan, Chairman and CEO of PCA and with me on the call today is Tom Hassfurther, the Executive Vice President, who runs the Packaging business and Bob Mundy, our Chief Financial Officer. After that, I'll then wrap things up and then would be glad to take questions. Yesterday, we reported third quarter net income of $251 million or $2.63 per share, excluding the special items, third quarter 2021 net income was $257 million or $2.69 per share compared to third quarter 2020 net income of $149 million or $1.57 per share. Third quarter net sales were $2 billion in 2021 and $1.7 billion in 2020. Total company EBITDA for the third quarter excluding the special items was $464 million in 2021 and $323 million in 2020. Third quarter net income included special items expenses of $0.06 per share primarily for certain costs at the Jackson Alabama mill for paper to containerboard conversion related activities while last year's third quarter net income included special items expenses of $0.11 per share that were related primarily to the impact of Hurricane Laura on the DeRidder, Louisiana mill. Excluding the special items, the $1.12 per share increase in third quarter 2021 earnings compared to the third quarter of 2020 was driven primarily by higher prices in mix of $1.58 and volume $0.62 in our Packaging segment. Higher production volume of $0.06 in prices in mix of $0.05 in our Paper segment and lower non-operating pension expense $0.03 and lower interest expense $0.01. The items were partially offset by operating costs, which were $0.84 per share higher, primarily due to inflation-related increases, particularly in the areas of labor and benefits expenses, recycled fiber costs, energy, repairs, materials and supplies, as well as several other indirect and fixed cost areas. We also had inflation-related increases in our converting costs, which were $0.10 per share higher. For the last several quarters, freight and logistics costs have risen, and were $0.23 per share higher compared to last year, driven by significant increases in fuel costs, tight truck supply, driver shortages, and the higher mix of spot pricing to keep up with box demand. And finally, scheduled outage expenses were $0.04 per share higher than last year. And sales volume in our Paper segment was lower by $0.02 per share. Looking at the packaging business. EBITDA excluding special items in the third quarter of 2021 of $467 million with sales of $1.8 billion, resulted in a margin of 26% versus last year's EBITDA of $324 million with sales of $1.5 billion and a 22% margin. Packaging segment demand remained strong and the teams did a tremendous job of implementing their previously announced containerboard and corrugated products price increases. The containerboard mills set an all-time quarterly sales volume record and our box plants set new third quarter record for total corrugated product shipments, as well as shipments per day. By utilizing the capability of both machines at our Jackson Alabama mill to produce containerboard, we were able to reach our desired inventory levels to better serve our customer demand, help minimize the transportation challenges we continue to experience, and build some inventory ahead of the DeRidder mills fourth quarter outage. We manage very effectively, the execution of numerous initiatives and capital projects to reduce cost through efficiency, productivity, and optimization improvements across our manufacturing locations. We continue to put tremendous effort into managing certain material, equipment, and labor availability issues to keep our customers supplied and their needs and their capital projects on track. With no relief from the supply chain obstacles that we, our customers, and our suppliers continue to face along with unprecedented inflation-related challenges, the combination of all of these efforts are critical to our success going forward. The improvements in execution our employees deliver constantly across many fronts is what allows us to continuously improve margins. After successfully completing the planned maintenance outage at the Jackson mill during the third quarter, the mill restarted with the number 1 machine making corrugated medium rather uncoated freesheet grades, utilizing a mix of Virgin Kraft and DLK fiber based on the needs of our customers. This was required to help meet continued strong demand from our box plant customers, meet our targeted inventory levels prior to year-end, and help supply the needs of our box plant acquisition that we anticipate acquiring later this quarter. Similar to the number 3 machine at Jackson, the smaller number 1 machine is highly efficient. It's a versatile machine and with minimal capital required to repurpose a deinking plant to handle DLK. The machine was very quickly able to produce high-quality medium for the box plants. Although still capable of producing uncoated freesheet products, we plan to continue producing medium on the machine over the next several months as our internal and external packaging demands warrants. This gives us the opportunity to further evaluate the machine's capabilities and to process -- and process changes that might be required to potentially produce medium permanently in a cost-effective manner. We'll also use the period to further refine our estimates and assumptions to fully understand the potential of the entire mill to produce containerboard on both machines at their optimal cost and quality. This will also allow us to evaluate our strategic containerboard supply capabilities for providing the necessary runway to grow our Integrated Downstream box demand. We are committed to being fully integrated and we have a track record of ramping up our internal capacity according to our customers' demand requirements. The previously announced conversion of the J3 machine to linerboard remains on track with no changes to the schedule we discussed on last quarter's call. We will continue to serve our paper customers with both machines at our International Falls mill, which is capable of producing all of Jackson's paper grades as well as available inventory produced on the number 1 machine at Jackson. We continue to get excellent realization from the implementation of our previously announced price increases across all product lines. Domestic containerboard and corrugated products prices and mix together were $1.40 per share above the third quarter of 2020 and up $0.55 per share compared to the second quarter of 2021. Export containerboard prices were up $0.18 per share compared to the third quarter of 2020 and up $0.06 per share compared to the second quarter of 2021. As Mark mentioned, we achieved a new all-time record for containerboard shipments with continued strong demand in our box plants as well as our domestic and export containerboard markets. We had record third quarter corrugated products shipments, which were up 2.3% in total and per workday over last year's very strong third quarter. Through the first three quarters of 2021, our box shipment volume is up 6.7% on a per day basis versus the industry being up 4.5%. In addition to supplying the record internal needs of our box plants, our outside sales volume of containerboard was 73,000 tons above last year's third quarter and 37,000 tons higher than the second quarter of 2021. Regarding our third quarter demand and our outlook, I'd like to reemphasize some points I made on previous earning calls and what Mark alluded to earlier, the same issues that impact our ability to get more volume out of our box plants like labor shortages, truck availability, driver shortages, raw material availability issues, and supply chain bottlenecks also persist with our customers. They are telling us they have higher demand and could ship more if not for these issues. There is no doubt we view demand is strong and we expect this to continue even with the economic obstacles most companies are facing. And keep in mind the fourth quarter will have three less shipping days in the third and fourth quarter comparisons will be against last year's all-time quarterly record for the industry. Regarding the box plant acquisition, Mark mentioned, last week we entered into a definitive agreement to acquire substantially all of the assets of Advanced Packaging Corporation, an independent corrugated products producer in a cash-free transaction. Under the terms of the agreement, PCA will acquire a modern full line 500,000 square foot corrugated products facility located in Grand Rapids, Michigan. The transaction is structured as a purchase of assets, resulting in a full step-up of the assets to fair market value. This acquisition is consistent with one of the key strategic focus areas we have discussed many times regarding increasing our vertical integration of containerboard through organic box volume growth and strategic box plant acquisitions. After completion of the acquisition, our containerboard integration is expected to increase by almost 80,000 tons. This also will allow for further optimization and enhancement of our mill capacity and box plant operations, as well as other benefits and synergies that we expect to begin realizing soon after closing. Although we won't get into financial details at this point, we expect the acquisition to be accretive to earnings immediately with a bottom line purchase price multiple similar to the average of our last four acquisitions. Closing subject to certain customary conditions and regulatory approval is expected later this quarter and we will finance the transaction with available cash on hand. Advanced Packaging is a well-capitalized full service provider of corrugated packaging products, including high-end graphics, retail displays, sustainable shipping containers, and protective packaging. They utilized started state-of-the-art technology, structural and graphic design, and engineering capabilities, and an ISTA certified test laboratory to provide customers a solution for nearly any packaging need. With the commitment to continuous improvement, innovation and safety in their operations, Advanced Packaging is a great strategic fit for PCA and our culture with an excellent management team, highly skilled and dedicated employees, and an outstanding reputation in the marketplace. Looking at the Paper segment. EBITDA excluding special items in the third quarter was $18 million with sales of $150 million or 12% margin compared to third quarter 2020 EBITDA of $17 million and sales of $178 million or 9% margin. Prices and mix were up 4% from last year's third quarter and also moved 4% higher from the second and into the third quarter of 2021 as we continue to implement our previously announced price increases. As we mentioned last quarter, we finished goods inventory now at optimal levels for the paper business, sales volume, which was 19% below last year's level, is fairly reflective of our production capability. As I said earlier, while the Jackson number 1 machine is running medium, we will continue to service our paper customers' needs from both of the International Falls machines, which are capable of producing all of the Jackson paper grades. While we've maintained our capability to produce uncoated freesheet on both machines at Jackson, we'll will continue to monitor market conditions and run our paper system accordingly. Cash provided by operations during the quarter totaled $284 million with free cash flow of $134 million. The primary payments of cash during the quarter included capital expenditures of $150 million, common stock dividends totaled $95 million, $68 million for federal and state income tax payments. Pension and other post-employment benefit contributions of $51 million, and net interest payments of $7 million. During the third quarter, we issued $700 million of 30-year, 3.05% notes and used the proceeds from these notes to redeem our 4.5%, $700 million, 2023 notes in early October. This transaction will lower our average annual cash interest rate from 3.8% to 3.4%, lower our annual interest expense by $11 million per year, and extend our average debt maturity from 8.5 years to 16.3 years. Based on the timing of closing the new bonds in September and the redemption of the old bonds occurring in October, our quarter-end cash on hand balance included the new bond proceeds. Excluding this transaction, our quarter-end cash on hand balance was just over $1 billion or $1.2 billion, including marketable securities with liquidity at September 30th of $1.5 billion. Our planned annual maintenance expense for the quarter is still expected to be about $0.41 per share or about $0.06 per share primarily due to the DeRidder mill outage. This will result of negative impact of $0.25 per share moving from the third quarter to the fourth quarter and $0.18 per share higher than last year's fourth quarter. Finally, as Mark mentioned previously, we continue to put tremendous effort into managing certain material equipment and labor availability issues to keep our capital projects on track. While we are managing to keep the key milestones of our more significant projects on schedule, our capital spending across the entire company is now expected to come in below the range we provided previously. We currently expect to end the year with total capital spending around $550 million. Looking ahead, as we move from the third into the fourth quarter, we will continue to implement our previously announced price increases for domestic containerboard, corrugated packaging, and paper and will also expect average export containerboard prices to move higher. Packaging segment volume will be lower due to three less shipping days, as well as the scheduled outage at our DeRidder mill and Paper segment volume will be lower as the Jackson mill is not expected to produce any paper grades. With higher energy prices and anticipated colder weather, energy costs will increase. Wood costs, especially in our Southern mill system, will be higher due to the previous wet weather. Low-inventory and high-demand will also impact wood. We also expect inflation to continue with most of the other operating and converting costs along with higher freight and logistics expenses. And lastly, as Bob mentioned, we expect scheduled outage cost to be approximately $0.25 per share higher than the third quarter. Considering these items, we expect fourth quarter earnings of $2.04 per share. With that, we'd be happy to entertain any questions. The statements were based on current estimates, expectations and projections of the company, and involve inherent risks and uncertainties, including the direction of the economy and those identified as risk factors in our Annual Report on Form 10-K and in subsequent quarterly reports on Form 10-Q filed with the SEC. And with that, Josh. ","packaging corp of america sees q4 earnings per share of $2.04. sees q4 earnings per share $2.04. q3 earnings per share $2.69 excluding items. expect inflation to continue with most of other operating & converting costs,alongwith higher freight and logistics expenses. expect average export containerboard prices to move higher. with higher gas prices and anticipated colder weather, energy costs will increase. wood costs, especially in co's southern mills, will be higher due to previous wet weather, low inventory and high demand. " "I'm Mark Kowlzan, Chairman and CEO of Packaging Corporation of America. And with me on the call today is Tom Hassfurther, Chief -- Executive Vice President, who runs the Packaging business; and Bob Mundy, our Chief Financial Officer. I'll then wrap things up and we'd be glad to take questions. Yesterday, we reported fourth quarter 2020 net income of $124 million or $1.30 per share. Excluding the special items, fourth quarter 2020 net income was $127 million or $1.33 per share compared to the fourth quarter of 2019's net income of $163 million or $1.71 per share. Fourth quarter net sales were $1.7 billion in both 2020 and 2019. Total company EBITDA for the fourth quarter, excluding special items, was $293 million in 2020 and $335 million in 2019. Fourth quarter net income included special items of $3 million primarily for facilities closure and restructuring costs. In addition, we also reported full year 2020 earnings excluding special items of $550 million or $5.78 per share compared to 2019's earnings excluding special items of $726 million or $7.65 per share. Net sales were $6.7 billion in 2020 and $7 billion in 2019. Excluding the special items, total company EBITDA in 2020 was $1.23 billion compared to $1.45 billion in 2019. Excluding special items, the $0.38 per share decrease in fourth quarter 2020 earnings compared to the fourth quarter of 2019 was driven primarily by lower prices and mix in our Packaging segment of $0.30; the Paper segment, $0.05; lower volumes in our Paper segment of $0.27 and higher scheduled maintenance outage costs of $0.08. High demand for trucks due to low inventories along with driver shortages and rail rate increases drove higher freight expenses of $0.07 and our tax rate was $0.05 per share higher primarily due to some of the benefits we had in 2019 that were not repeated in 2020. These items were partially offset by higher volumes in our Packaging segment of $0.40 per share and excellent management of costs during the quarter, which resulted in lower operating costs of $0.01 and lower other costs of $0.03 per share. Looking at the Packaging business. EBITDA excluding special items in the fourth quarter of 2020 of $303 million with sales of $1.54 billion resulted in a margin of 20% versus last year's EBITDA of $303 million and sales of $1.46 billion or a 21% margin. For the full year 2020, Packaging segment EBITDA excluding special items was $1.2 billion with sales of $5.9 billion or 21% margin compared to full year 2019 EBITDA of $1.3 billion with sales of $5.9 billion or 22% margin. Demand in our Packaging segment remained very strong as sales volumes in both the containerboard mills and the corrugated products plants set all-time records. Although we were able to replenish some inventory during the quarter by postponing a large discretionary outage at the DeRidder mill and utilizing the Jackson mill for additional containerboard production, we again ended the period with inventory levels lower than planned and at a new low from a weeks of supply standpoint due to much stronger-than-expected demand. As we mentioned on the last quarter's call, during the fourth quarter, we did begin producing high-performance virgin linerboard on the number three machine at Jackson, Alabama to help meet the continued strong demand from our box plant customers and also to build some much-needed inventory prior to the year-end. The machine's capabilities met our expectations for the quarter, producing excellent quality, lightweight, high-performance grades for the months of November and December. Although as we said previously, these tons are currently at a very high cost, we were able to refine our previous studies and assumptions in order to more accurately estimate the future capital investment and process changes required in a phased approach to fully utilize the potential of the mill to produce containerboard at an optimal cost and quality. In order for us to address our strategic integrated containerboard supply needs capable of providing the necessary runway to grow our downstream box plant demand, this analysis along with other options we've been evaluating will be reviewed by the Board of Directors in our February meeting. We'll then be able to discuss this further with you. As Mark mentioned, our corrugated products plants established new all-time quarterly records for total box shipments up 9.9% compared to last year's fourth quarter as well as shipments per day up 11.7% compared to last year. Said another way, although there were three less shipping days this quarter compared to the third quarter, our total fourth quarter shipments exceeded the third quarter by 2.2%. For the full year, annual corrugated shipment records were set as well, both in total and per day, up 5.8% and 5.4%, respectively, with one more shipping day compared to 2019. Outside sales volume of containerboard was 16,000 tons below last year's fourth quarter as we ran our containerboard system to supply the record needs of our box plants. Domestic containerboard and corrugated products prices and mix together were $0.31 per share lower than the fourth quarter of 2019 and down $0.11 per share versus the third quarter of 2020 primarily due to a less rich mix as the graphics and point-of-purchase display business as well as the produce business in the Pacific Northwest tails off during this period. Export containerboard prices were $0.01 per share above both the fourth quarter of 2019 as well as the third quarter of 2020. As expected, late in the quarter, we began to see the initial benefit of our recently announced Packaging segment price increases. While we don't comment on forward pricing specifics, we would expect to realize the vast majority of the increases during the first quarter of 2021. Looking at the Paper segment, EBITDA excluding special items in the fourth quarter was $10 million with sales of $156 million or 6% margin compared to fourth quarter 2019 EBITDA of $53 million and sales of $244 million or a 22% margin. For the full year 2020, Paper segment EBITDA excluding special items was $73 million with sales of $675 million or an 11% margin compared to the full year 2019 EBITDA of $213 million with sales of $964 million or a 22% margin. Market conditions in the Paper segment continued to be challenged due to the nationwide responses to help control the spread of the pandemic. As expected, sales volume was below seasonally stronger third quarter levels and over 30% below the fourth quarter of 2019. As mentioned previously, with the scheduled outage at our International Falls mill, the Jackson mill was restarted on white paper in October and produced both paper and containerboard during the fourth quarter. We'll continue to assess our outlook for paper demand and optimal inventory levels and will run our paper system accordingly. Average paper prices and mix were 1% below the third quarter of 2020 and approximately 3% below the fourth quarter of 2019. For the fourth quarter, we generated cash from operations of $271 million and free cash flow of $103 million. The primary uses of cash during the quarter included capital expenditures of $168 million. Common stock dividends totaled $75 million, $51 million for federal and state income tax payments and net interest payments of $40 million. We ended the year with $975 million of cash on hand or just over $1.1 billion, including marketable securities. Our liquidity at December 31 was just under $1.5 billion. For the full year 2020, cash from operations was $1.03 billion. We had capital spending of $421 million. Free cash flow was $612 million. Our final recurring effective tax rate for 2020 was 25% and our final reported cash tax rate was 18%. Regarding full year estimates of certain key items for the upcoming year, we expect total capital expenditures to be between $500 million to $525 million, which excludes any potential capital spending related to the Jackson conversion since that is still being evaluated, as Mark indicated earlier. DD&A is expected to be approximately $407 million. Pension and post-retirement benefit expense of approximately $2 million, which is net of a nonoperating pension benefit of almost $20 million primarily due to our pension asset performance in 2020. We also expect to make cash pension and post-retirement benefit plan contributions of $52 million. Based on the recent 27% increase to our dividend, we expect dividend payments for the year of $380 million. Our full year interest expense in 2021 is expected to be approximately $95 million and net cash interest payments should be about $93 million. The estimate for our 2021 combined federal and state cash tax rate is about 20.5% and for our book effective tax rate, approximately 25%. Currently, planned annual maintenance outages at our mills in 2021 will result in approximately 81,000 less tons of containerboard production compared to 2020. The annual earnings impact of these outages, including lost volume, direct costs and amortized repair costs, is expected to be $0.90 per share compared to the $0.65 per share we had in 2020. The current estimated impact by quarter in 2021 is $0.10 per share in the first quarter, $0.25 in the second, $0.13 in the third quarter and $0.42 per share in the fourth. As they've done through this pandemic, our employees demonstrated tremendous resiliency to overcome adversity in both their personal and work lives to deliver significant accomplishments throughout the company, not the least of which was running our manufacturing and office locations safely during these times of constant change and distraction. Without question, we experienced difficulties and unique challenges during the year. However, our employees never lost their resolve to succeed. Our manufacturing and sales organizations continued to successfully adapt to the needs of our customers during this period of unprecedented demand in our packaging business and also effectively manage the market challenges in our paper business brought on by the pandemic as well as working through the impact of multiple hurricanes. Our engineering and technology organization has stayed on track with the key capital projects and process improvements for our box plants and mills and our corporate staff groups found innovative solutions for remote working conditions to ensure we continue to manage the company effectively as well as perform all of the necessary administrative activities that are necessary for our employees or are required as a public company. I'm very proud of our accomplishments and the strong partnerships we've built with our customers and suppliers over the many years. Looking ahead, as we move from the fourth into the first quarter, our Packaging segment demand should remain strong with shipments exceeding those of last year's record first quarter. This will require us to continue producing containerboard at our Jackson mill in addition to an appropriate amount of white paper to maintain optimal inventory levels for servicing the paper customers. As Tom mentioned, we expect to realize the majority of our recently announced Packaging segment price increases during the first quarter and we expect average export prices to move higher as well. However, higher freight costs are expected to continue and labor costs will be higher with annual wage inflation and timing related increases to fringes and benefits as we start the new year. Seasonally colder weather will increase energy and wood costs. And we also expect higher prices for recycled fiber. Finally, scheduled outage expenses should be lower although inflation-related increases with our operating supplies and repair costs are expected to offset much of that benefit. Shelter-in-place and lockdown conditions are constantly changing across the country. And with the new federal administration in place, we expect that guidelines and requirements will continue to evolve. There continues to be numerous events and actions that could significantly impact our expectations and assumptions for the upcoming quarter in both our Packaging and Paper segments. This is true not only for the operation of our facilities but also for the needs of our customers and the availability of services and products we rely on for our -- from our suppliers. As a result, we are not able to appropriately quantify our guidance for the first quarter. With that, we'd be happy to entertain any questions. These statements were based on current estimates, expectations and projections of the company and involve inherent risks and uncertainties, including the direction of the economy and those identified as risk factors in our annual report on Form 10-K on file with the SEC. And with that, Holly, I'd like to open up the call to questions, please. ","compname reports q4 earnings per share $1.30. q4 earnings per share $1.33 excluding items. q4 earnings per share $1.30. q4 sales $1.7 billion versus refinitiv ibes estimate of $1.73 billion. " "I'm standing in for Tracy today. The supplemental document is available on our website at prologis.com under investor relations. These statements are based on current expectations, estimates and projections about the market and the industry in which Prologis operates as well as management's beliefs and assumptions. And in accordance with Reg G, we have provided a reconciliation to those measures. Tom, will you please begin? The fourth quarter closed out a year of record-setting activity across our business. Core FFO was $1.12 per share, with net promote earnings of $0.05. For the full year, core FFO was $4.15 per share, with net promote earnings of $0.06. Excluding promotes, core FFO grew 14% year over year. Net effective rent change on rollover accelerated to 33%, up 510 basis points sequentially and was led by the U.S. at over 37%. Average occupancy was 97.4%, up 80 basis points sequentially. Cash same-store NOI growth remained strong at 7.5% for the quarter and 6.1% for the full year. I want to point out that we're modifying our in-place to market rent disclosure to standardize this metric among logistics REITs. This collaboration is an extension of the work we've done to harmonize other property operating metrics. We have collectively defined net effective lease mark-to-market of our operating portfolio as the growth rate from in-place rents to market rents. This now aligns with how rent change on rollover is expressed. Using this new definition consistently applied, our net effective lease mark-to-market at year-end jumped almost 800 basis points sequentially to 36%. This current rent spread represents embedded organic NOI of more than $1.2 billion or $1.55 per share that we will capture without any further market rent growth. Turning to strategic capital. This business continues to drive tremendous growth in value. In Q4, we completed the early wind up of our highly successful UKLV venture. UKLV's $1.7 billion of operating assets were contributed to our PELF and PELP Ventures, we earned net promote income of $0.05 in connection with the closeout of this venture and our percentage of infinite life vehicles has consequently grown to 95% of our $66 billion of third-party assets under management. For the year, our team raised $4.4 billion of third-party equity. After drawing down $1.9 billion in our open-ended funds for acquisitions during the year, equity Qs stood at a record $4 billion at yearend. On the deployment front, we had a very productive and profitable year. Development starts totaled $3.6 billion with margins of 32%. We continue to maintain a long development runway with a land portfolio able to support $26 billion of future starts. Stabilizations totaled $2.5 billion with estimated value creation of $1.3 billion and average margin of 53%, both all-time highs. Realized development gains were $817 million for the year, also an all-time high. These results are the product of our highly disciplined team and an incredibly strong operating environment. For our customers, the importance of the health of their supply chain and the real estate that underpins it has never been so critical. We believe the current global supply chain challenges will continue well beyond this year. Fortunately, the scale of our 1 billion square foot portfolio puts us in a unique position to help our customers address these current supply chain challenges. This includes shortening construction delivery times by navigating raw material shortages and leveraging our Essentials platform to procure warehouse equipment and services, so our customers can focus on their core operations. We're also investing in technology and talent to support our industry-leading sustainability objectives, including our efforts around renewable energy. Market dynamics today are highly favorable and demand has never been stronger. During the quarter, we signed 62 million square feet of leases and issued proposals on 90 million square feet. Demand is diverse across a range of industry end customers. E-commerce made up 19% of our new leasing this quarter, with further broadening of customer diversity. We signed 357 new leases, with 265 unique e-commerce customers in 2021, both of which are high watermarks. Demand is fueled by three forces. First, overall consumption and demographic growth require our customers to expand. Second, customer supply chains are still repositioning to address the massive shift to e-commerce as well as preparing for higher growth and service expectations. And third, the need to create more resiliency in supply chains. Inventory to sales ratios are more than 10% below pre-pandemic levels. Our customers not only need to restock at this 10% shortfall but build additional safety stock of 10% or greater. This combination has the potential to produce 800 million square feet or more of future demand in the U.S. alone. Collectively, these forces have placed a premium on speed to market and flexibility, driving demand for years to come. is approximately 70% pre-leased, which is well above the historical average. We believe demand will balance out with supply in 2022, and vacancy rates will remain at record lows in both our U.S. and international markets. Competition for limited availabilities produced yet another quarter of record rent and value growth. In the fourth quarter, rents in our portfolio grew 5.7% globally and 6.5% in the U.S., bringing full year growth to records 18% and 20%, respectively, far exceeding our initial forecast. This growth, paired with continued compression in cap rates, is translating to record valuation increases. Our portfolio posted its highest quarterly value increase, rising more than 12.5% globally, bringing the full year increase to a remarkable 39%. Now moving to guidance for 2022, here are the components on an our share basis. We expect cash same-store NOI growth to range between 6% and 7% and average occupancy to range between 96.5% to 97.5%. We are forecasting rent growth in our markets to be 11% in the U.S. and 10% globally. For strategic capital, we expect revenue, excluding promotes, to range between $540 million and $560 million. We expect net promote income of $0.55 per share for the year, almost all of which will occur in the third quarter and is driven by our PELF venture. While a record, given the significant increase in rents and valuations, we would expect to see similar or higher promote levels in 2023. In response to continued strong demand, we are forecasting development starts of $4.5 billion to $5 billion, with approximately 35% build-to-suits. Dispositions will range between $1.5 billion and $1.8 billion, two-thirds of which we expect to close this quarter. We're forecasting net deployment uses of $2.3 billion at the midpoint, which we plan to fund with $1.6 billion of free cash flow after dividends and a modest increase in leverage. We project core FFO, including the $0.55 of net promote income, to range between $5 and $5.10 per share, representing 22% year-over-year growth at the midpoint. Core FFO, excluding promotes, will range between $4.45 and $4.55 per share or year-over-year growth of 10% at the midpoint. Since our Investor Forum in 2019, our three-year earnings CAGR has been 13%, excluding promotes, well ahead of the 8% to 9% CAGR forecast we originally provided. Before closing out, I want to spend a minute on the quality of our earnings drivers and differentiators, which set Prologis apart from other real estate companies. We continue to drive strong organic growth and aren't reliant upon external growth to achieve sector-leading results. In fact, approximately 75% of the increase to our core FFO for 2022, excluding promotes, is derived from organic growth, principally same-store NOI and strategic capital fee-related earnings. It's important to point out that in 2022, our strategic capital revenue, including promotes, will be over $1 billion, a new milestone. This high-margin business generates very durable fee streams with asset management fees marked to fair values each quarter, all while requiring minimal capital. In addition, we see growing earnings from our Essentials business, which allows us to expand our services and solutions beyond rent. When we introduced this business back in 2018, we set a target of $300 million from procurement savings and Essentials revenue. We will hit that target this year with more than $225 million from procurement and $75 million from Essentials. In light of our success with procurement and the fact that we have embedded this initiative into our platform, we will not provide specific procurement reporting going forward, instead focusing on Essentials. We also have a long development runway of $26 billion, much of which comes from our international opportunity set, positioning us for continued strong value creation well into the future. Lastly, these differentiators are all underpinned by the lowest cost of capital among REITs and unmatched scale that minimizes operating costs. In closing, while 2021 was a year of many records, the bulk of the benefit from the current environment will be realized in the future, providing a clear tangible runway for sector-leading growth for many years to come. We are confident our best years are still ahead of us. ","core funds from operations (core ffo)* per diluted share was $1.12 for quarter. sees 2022 net earnings per diluted share $4.40 to $4.55. sees 2022 core ffo per diluted share $5.00 to $5.10. sees 2022 core ffo, excluding net promote income $4.45 to $4.55. " "For the fourth quarter 2021, PMT reported a net loss attributable to common shareholders of $27.3 million or $0.28 per common share, driven primarily by fair value declines in its interest rate sensitive strategies. These impacts were partially offset by strong returns in our credit sensitive strategies, which consist of investments in GSE credit risk transfers and investments in non-agency subordinate bonds. During the quarter, we repurchased 2.2 million common shares of PMT common stock for $39 million. PMT paid a common dividend of $0.47 per share. Book value per share decreased to $19.05 from $19.79 at the end of the prior quarter. Our high quality loan production continues to organically generate assets for PMT and this quarter, $17.2 billion in UPB of conventional correspondent production led to the creation of $239 million in new, low-coupon mortgage servicing rights. We continue to create new credit investments in the form of subordinate bonds from non-agency investor loan securitizations, also sourced from PMT's production volumes. This quarter, PMT successfully completed two securitizations with an aggregate UPB of $713 million. In total, the fair value of PMT's investments in investor loan securitizations, net of associated asset-backed financing was approximately $87 million at the end of the year. The origination market is projected to decline substantially in 2022. Inside mortgage finance estimates the 2021 origination market was $4.8 trillion and current forecasts for 2022 total $3.1 trillion, a reduction of 35% year over year. However, purchase originations are expected to remain strong at $2 trillion in 2022. The smaller origination market, combined with significant levels of competition for conventional loans in the correspondent channel, including from the GSEs, is expected to result in headwinds for PMT's correspondent production business in the near-term. Despite these headwinds, however, we believe PMT's scale and purchase market orientation positions it well over the long-term for continued organic asset creation. PMT went public in July of 2009 and in our more than 12-year history we have delivered shareholder returns that have exceeded comparable REIT indices. Additionally, our book value over the same period has remained relatively stable, with an average of $20 per share. This performance can be attributed to PMT's organic business model led by the deep and talented management at PFSI, with years of experience successfully navigating changing mortgage markets and the associated risks. Organic asset creation remains a competitive advantage for PMT relative to other mortgage REITs. Combined with the platform and management team provided by PFSI, we believe PMT is uniquely positioned to capitalize on opportunities as they arise and evolve. An example of this is our recent success aggregating and securitizing investor loans while investing in the subordinate tranches of the resulting bonds. In fact, over the last several months we have invested in subordinate tranches of investor loan securitizations with a total UPB of over $1.5 billion. Importantly, the most recent transactions we completed in the quarter were securitized by PMT, and we expect to be a programmatic issuer of investor and second home securitizations throughout 2022. As we look ahead, we see additional opportunities for private label securitizations and subsequent investments for PMT, bolstered by recent GSE fee increases on certain loans as mandated by the FHFA. Loan level price adjustments for second homes and certain high balance loans have provided incentives for originators to sell these loans through the correspondent channel for securitization, particularly to scaled aggregators like PMT, rather than directly to Fannie Mae or Freddie Mac. Turning to CRT, PMT is a leader in lender risk share transactions with nearly $120 billion in UPB of loans sold to Fannie Mae from 2015 to 2020. While we are not currently delivering loans into CRT transactions, we are actively engaged in discussions with the GSEs regarding the potential resumption of lender risk share investments. We believe we are well-positioned to lead broadly on this effort given our history, platform, and expertise. Because of the greater capital relief CRT provides the GSEs under the amended Enterprise Regulatory Capital Framework, and the additional private capital CRT provides to the housing ecosystem, we remain optimistic for the future of lender risk share. Most importantly, the alignment of interest as acquirer and servicer of the loans should be compelling for the GSEs, given we can work directly with our borrowers in times of hardship. On Slide 8, we illustrate the run-rate potential from PMT's investment strategies, which represents the average annualized return and quarterly earnings potential that PMT expects over the next four quarters. In total, we expect the quarterly run-rate for PMT's strategies to average $0.37 per share or 7.7% annualized return on equity. This run-rate potential reflects performance expectations in the highly competitive, transitioning mortgage market. In our credit sensitive strategies, CRT returns reflect credit spreads that have tightened over time. In addition, we expect to increase investments in non-agency subordinate MBS at attractive returns through private label securitizations. In the interest rate sensitive strategies, we expect more consistent returns as prepayment speeds stabilize. In correspondent production, the expected returns reflect our view that significant levels of competition to acquire conventional loans will result in lower volumes and margins than we have experienced in recent quarters. This analysis excludes potential contributions from opportunities under exploration, such as new investments in CRT or the introduction of new products other than investor loans. It is also important to note important our forecast for PMT's taxable income and liquidity continues to support the common dividend at its current level of $0.47 per share over this period. Let's begin with highlights in our correspondent production segment. Total correspondent acquisition volume in the quarter was $32.8 billion, down 25% from the prior quarter, and down 42% from the fourth quarter of 2020. 52% of PMT's acquisition volumes were conventional loans, down from 65% in the prior quarter. We maintained our leadership position in the channel as a result of our consistency, competitive pricing, and the operational excellence we continue to provide to our nearly 770 correspondent sellers. Conventional lock volume in the quarter was $14.7 billion, down 50% from the prior quarter, and down 63% year over year as we maintained our pricing discipline despite significant competition for conventional loans in a smaller origination market, including the GSE cash window. PMT's correspondent production segment pre-tax income as a percentage of interest rate lock commitments was three basis points, down from nine basis points in the prior quarter. Acquisition volumes in January were $7.6 billion in UPB, and locks were $7.5 billion in UPB. PMT's interest rate sensitive strategies consist of our investments in MSRs sourced from our correspondent production, and investments in agency MBS, non-agency senior MBS, and interest rate derivatives with offsetting interest rate exposure. The fair value of PMT's MSR investments at the end of the fourth quarter was $2.9 billion, up slightly from $2.8 billion at the end of the prior quarter. The increase reflects newly originated MSRs resulting from conventional production volumes that more than offset fair value declines and prepayments. Similarly, the UPB of loans underlying PMT's MSR investments totaled $216 billion, up from $212 billion. Now I would like to discuss PMT's credit sensitive strategies, which primarily consist of investments in CRT. The total UPB of loans underlying our CRT investments as of December 31st was $30.8 billion, down 13% quarter over quarter. Fair value of our CRT investments at the end of the quarter was $1.7 billion, down from $1.9 billion at September 30th due to declines in asset value that resulted from prepayments. The 60-plus day delinquency rate underlying our CRT investments continued to improve and declined to 3.06% from 3.79% at September 30th. And the outlook for our current investments in CRT remains favorable, with the current weighted average loan-to-value ratio of approximately 64% at year end, benefiting from the home price appreciation experienced in recent years. PFSI's position as the manager and servicer of loans underlying PMT's CRT investments gives PMT a strategic advantage, since we can work directly with borrowers who have loans underlying PMT's investments that have experienced hardships. PFSI uses a variety of loss mitigation strategies to assist delinquent borrowers, and because the scheduled loss transactions, notably PMTT1 through 3 and L Street Securities 2017 PM1, trigger a loss if a borrower becomes 180 days or more delinquent, we have deployed additional loss mitigation resources and continue to assist those borrowers at risk. With respect to PMTT1 through 3, which comprises 6% of the fair value of PMT's overall CRT investment, if all presently delinquent loans proceeded unmitigated to 180 days or more delinquent, additional losses would be approximately $11 million. Through the end of the quarter, losses to-date totaled $13 million. Moving on to L Street Securities 2017-PM1, which comprises 19% of the total fair value of PMT's CRT investment, such losses will become reversed credit events if the payment status is reported as current after a forbearance period due to COVID-19. PMT recorded $17 million in net losses reversed in the fourth quarter, as $19 million of losses reversed more than offset the $2 million in additional realized losses. We estimate that an additional $18 million of these losses were eligible for reversal as of 31st subject to review by Fannie Mae and we expect this amount to continue to increase as additional borrowers exit forbearance and reperform. We estimate that only $17 million of $48 million in losses to-date had no potential for reversal. This market expectation of significant future loss reversals resulted in the fair value of L Street Securities 2017-PM1 exceeding its face amount by $12 million at the end of the quarter. As David mentioned earlier, we continued to invest in securitizations collateralized by investor loans. During the quarter, we added $42 million in fair value of new investor loan securitization investments and ended the year with $87 million of such investments. In total, this year we have successfully deployed the runoff from elevated prepayments on CRT investments and on Slide 7 you can see $1.1 billion of net new investments in long-term mortgage assets offset by $1.1 billion in runoff from prepayments on CRT assets. Additionally, we opportunistically deployed $56. 9 million to repurchase 3.1 million of PMT's common shares in 2021. Under our current program, capital remains available for repurchases at attractive price levels. PMT reports results through four segments: credit sensitive strategies, which contributed $33.2 million in pre-tax income; interest rate sensitive strategies, which contributed $43.2 million in pre-tax loss; correspondent production, which contributed $4.6 million in pre-tax income; and the corporate segment, which had a pre-tax loss of $14 million. The contribution from PMT's CRT investments totaled $31.3 million. This amount included $1.6 million in market-driven value gains, reflecting the impact of slight credit spread tightening and elevated prepayment speeds. As a reminder, faster prepayment speeds benefit PMT's CRT investments as payoffs of the associated loans reduce potential for realized losses. Net gain on CRT investments also included $26.9 million in realized gains and carry, $14.5 million in net losses reversed, primarily related to L Street Securities 2017-PM1 which Vandy discussed earlier, $100,000 in interest income on cash deposits, $11.7 million of financing expenses, and $200,000 of expenses to assist certain borrowers in mitigating loan delinquencies they incurred as a result of dislocations arising from the COVID-19 pandemic. PMT's interest rate sensitive strategies contributed a loss of $43.2 million in the quarter. MSR fair value decreased a total of $84 million during the quarter and included $49 million in fair value declines due to changes in interest rates, primarily due to a significant flattening of the yield curve, and $35 million of valuation decreases due to increases to short-term prepayment projections. The fair value on agency MBS and interest rate hedges also declined by $7 million largely due to elevated hedge costs during the quarter. PMT's correspondent production segment contributed $4.6 million to pre-tax income for the quarter. PMT's corporate segment includes interest income from cash and short-term investments, management fees and corporate expenses. The segment's contribution for the quarter was a pre-tax loss of $14 million. Finally, we recognized a tax benefit of $2.6 million in the fourth quarter driven by fair value declines in MSRs held in PMT's taxable subsidiary. And with that, I'll turn the discussion back over to David for some closing remarks. As the market transitions to a higher rate environment, we believe the return volatility of our investments will stabilize and the competitive climate will improve as correspondent aggregators adjust capacity to the new market. Until that takes place, we expect headwinds for the return potential of PMT's strategies. However, there are significant investment opportunities we are pursuing in the form of private-label securitization and the potential to resume new CRT investments and we are encouraged by our continued active discussions with the GSEs and FHFA on that front. As a public company in our 13th year of operations with a very seasoned management team, we have been disciplined through numerous mortgage cycles and have a strong track record of performance throughout our history. We encourage investors with any questions to reach out to our investor relations team by email or phone. ","q4 loss per share $0.28. book value per common share decreased to $19.05 at december 31, 2021 from $19.79 at september 30, 2021. " "Jim Hatfield, Chief Administrative Officer; Daniel Froetscher, APS' President and COO; Barbara Lockwood, Senior Vice President, Public Policy; and Jacob Tetlow, Senior Vice President, Operations, are also here with us. First, I need to cover a few details with you. It will also be available by telephone through May 12, 2021. 2021 has started off in line with our financial expectations. And so, before Ted discusses the details of our first quarter results, I'll provide a few updates on our recent operational and regulatory developments. And I'll also touch on our progress toward achieving our 2021 goals. Spring is an important time of year for our summer preparedness work. And while we've always had a robust summer preparedness program, resource adequacy has recently become a more visible topic, given the events in neighboring states over the past year. To serve our customers with top-tier reliability, each year we perform preventative maintenance, emergency operation center drills, acquire critical spare equipment, conduct fire mitigation line patrols and execute a comprehensive plan to support public safety and first responders. We're also procuring an additional 450 megawatts of seasonal peaking capacity, including hydro power, and we expanded our contract up to 60 megawatts for demand response from our commercial and industrial customers to help ensure that we've got adequate resources through the 2021 summer season. Our procurement process is another important way that we help ensure long-term resource adequacy. Last year, we announced the addition of 141 megawatts of battery storage to be located on six of our APS-owned solar sites. Development has begun and this project is on track to meet the expected 2022 in-service date. We also announced two RFPs last year, including an all-source RFP and a battery RFP. The response to these solicitations was robust and we're in the process of reviewing the proposals. We expect to narrow the potential projects under review to a smaller pool soon. On the regulatory front, the Commission continues to evaluate the clean energy rules preliminarily approved last year. In fact, the Commission is scheduled to discuss the clean energy rules at their open meeting today. The Commission may hold their final vote today or they may choose to continue the discussion. For our rate case, the hearing concluded in March and initial briefs were filed on April 6 and reply briefs were filed on April 30. The ACC is scheduled to discuss at their open meeting today whether to reopen the evidentiary record in our pending case to include additional evidence, including evidence regarding adjusted cost recovery mechanisms. We believe the rate case record is sufficient and that adjustors provide substantial benefit to customers by supporting both critical programs and reflecting changes in utility cost that can be properly passed on to customers. Pending this decision, the next steps in this rate case are that the administrative law judge will issue a recommended opinion and order and the Commission will schedule the case for an open meeting to vote. We currently expect a decision on the rate case will be issued during the third quarter of 2021. Turning to our 2021 goals. On the fourth quarter 2020 earnings call, we highlighted improving our customer communication and engagement, enhancing our regulatory relationship and continuing to execute our clean energy commitment as three key priorities. We've made progress toward these objectives during the first quarter, but we recognized there is more work to do. Customer enrollment in our Cool Rewards program surpassed 36,000 connected smart thermostats. We're also working on a customer bill redesign project to simplify customer bills. And a lot of the work that we're doing in the customer communication and education space is the result of collaboration with an input from our customer advisory and our stakeholder advisory boards. I can say, we truly appreciate the individuals and organizations that participate in these forums and they provide us with tremendous feedback. In the regulatory space, we appreciate the Commission's balanced decision to implement our annual power supply adjusted rate change, 50% in April and 50% in November, instead of our typical February 1 implementation date. This decision recognizes and balances the ongoing COVID impacts on customers providing rate gradualism and helping to ensure that the company remains financially secure. I already covered some of the progress we've made on procuring additional clean energy. I'm also proud to share that the US Environmental Protection Agency selected APS as a 2021 Energy Star Partner of the Year in recognition of our demand-side management programs. These programs contributed to our overall 2020 energy efficiency savings of nearly 586,000 megawatt hours and they will contribute to reducing lifetime carbon emissions by an estimated 2.1 billion pounds. In addition, we continue to explore partnerships with our customers to expand our microgrid offerings. I'll close my comments by sharing that Daniel Froetscher, President and Chief Operating Officer, will retire this August after serving nearly 41 years with the company. Daniel has been instrumental in the success of this company over the past four decades. In particular, he served as a respected and admired leader both within the companies and in the communities that we serve and as a mentor to many. I can't express in words my gratitude and appreciation for Daniel's contribution. I join my colleagues in congratulating Daniel on his retirement. As Stephanie mentioned, Jacob Tetlow, Senior Vice President of Operations, is here today and he'll be joining our earnings calls going forward. Jacob has a wealth of experience in both transmission and distribution operations and fossil generation here at APS. And Jacob's extensive experience as well as the company's robust succession planning position us well to continue operating with top-tier reliability. With Jeff having covered our operational and regulatory updates, I'll cover our first quarter 2021 financial results. I'll also provide additional details around our customer and sales growth. 2021 started strong, earning $0.32 per share compared to $0.27 per share in the first quarter of 2020. Higher pension and other post-retirement non-service credits, higher transmission revenue and weather, all contributed to the increase in earnings, partially offset by a higher operations and maintenance expense due to higher planned outage expense compared to the prior year period. We also experienced 2.1% customer growth and positive weather-normalized sales growth, both within our expected guidance for the first quarter compared to the same period in 2020. Economic development continues to support our customer and sales growth as headlines regarding new companies moving to our state are becoming even more frequent. Chris Camacho, the Greater Phoenix Economic Council President and CEO, said the organization is working with 291 companies that are considering relocating or expanding in the Phoenix area. To support the expansion of businesses, Phoenix is projected to add 18.4 million square feet of new industrial space in 2021, placing the valley second nationwide after Dallas according to a study by CommercialSearch. This represents a 76% increase over last year for industrial construction. The influx from business for relocation also adds to the residential population growth we have experienced. Turning to our financial health. We are following the status of President Biden's infrastructure and tax plan, including the potential for new tax incentives and we'll integrate any necessary changes to our resource procurement plans and capital if the proposal passes. With regard to the potential for a corporate tax rate increase, we are well positioned to address future changes through our existing TEAM adjustor mechanism. As an update on our customer delinquent account balances, the cumulative total dollar amount of all residential accounts in arrears has decreased 30% since December 31, 2020. We see this trend continuing as customers are paying down past due balances. We expect the Commission's preliminary vote at the April open meeting to implement a permanent summer disconnect moratorium will result in this continuing trend of increasing delinquent balances through the summer and decreasing balances after the expiration of the annual moratorium. For 2021, we expect the increased bad debt expense associated with the summer disconnect moratorium and COVID-19 disconnect moratorium will result in a negative impact to our 2021 operating results of approximately $20 million to $30 million pre-tax compared to prior years that did not have a disconnect moratorium. This is consistent with the results we experienced in 2020. Including the impacts from COVID and the summer disconnect moratorium, we continue to maintain a strong balance sheet, solid investment grade credit ratings, a well-funded pension and sufficient liquidity. In addition, our focus and progress on cost saving initiatives continues to result in improvements. As a recent example, our supply chain team installed a new inventory optimization software. The software uses scenario-based service level-driven methodologies to establish optimal inventory policies. Since implementation in August of last year, this software has reduced our inventory by nearly $9 million, which mitigates potential inventory write-off risk in the future. Our Lean efforts continue for managing costs, combined with the key initiatives Jeff highlighted for 2021. They all support our commitment to provide long-term value to both shareholders and customers. ","compname reports q1 earnings per share of $0.32. qtrly earnings per share $0.32. " "First, I need to cover a few details with you. Note that the slides contain reconciliations of certain non-GAAP financial information. They will also be available by telephone through November 6, 2020. We continue to navigate through the extraordinary events of 2020 and so, as part of my operations update, I'll share with you our success in managing the hottest July and August on record in the Valley. I'll also provide an update on our regulatory dockets and our focus as we prepare for 2021. Ted will explain our earnings expectations for the year are higher due to the significantly above average temperatures. And so, first, I want to recognize our field team for doing an exceptional job in maintaining reliable service for our customers this summer. The extreme heat this year contributed to a challenging energy market across the entire desert, Southwest. The lack of available capacity and the resulting declarations of energy emergencies by other utilities across the west, served as a reminder of the importance of long-term resource portfolio planning, vigilance over day-to-day energy supply and responsible energy policy. Our ability to avoid an energy emergency this summer was the result of careful long-term planning, resource adequacy, flexibility and innovative customer programs. We relied heavily on our base load and fast ramping assets including Four Corners, Ocotillo and Palo Verde, and those assets were ready when we needed them. Our fossil fleets equivalent availability factor which is the percentage of time that a fossil generation unit is available and ready to perform when called upon was 95.3% from June through September. And Palo Verde Generating Station capacity factor for the same timeframe was 100.2%. Not only were our generation plants there when we needed them, our customers were as well. Out of an abundance of caution and to better prepare for potential unforeseen events, on August 18th and the 19th, we asked our customers to voluntarily conserve energy during peak hours. It came as no surprise to me that our customers were an amazing partner. Their response reduced peak demand on August 18th by approximately 240MW, creating a meaningful reduction on a day when the entire western grid was challenged. In addition to successfully navigating the capacity shortfalls that were created by the heat, we also used our careful planning in close coordination with the Forest Service and first responders to mitigate the potential impact from wildfires this season. To reduce fire risk, our teams performed vegetation management activities, we held wildfire prevention training and we continue to expand our clearance around poles program, and it was an incredibly active wildfire season with over 900,000 acres burned to-date compared to an average over the last five years of 250,000 acres. Despite the above average wildfire activity, we actually experienced minimal impact to our assets, and I think that was due in part to our effective planning and risk management program. Despite a worldwide pandemic, a record hot summer, regional capacity shortage and wildfires, our team continues to focus on how to make lasting impacts that benefit our customers, our shareholders and the company. Palo Verde consistently provides examples of this type of continuous improvement and forward thinking, as a recent example, Steve is a Palo Verde procurement engineer challenged our traditional procurement process and conducted a cost analysis in engineering evaluation for a micro switch replacement. The technical evaluation allowed Palo Verde to purchase commercial grade switches at approximately 7 times lower than the alternative. Over the next three years alone, this change is expected to save the company $2.5 million. His leadership and innovation earned him a nomination for an EPRI Technology Transfer Award, and I can't emphasize enough that it's our team who drives the success for this company, and I'm proud to recognize Steve for his innovation. Shifting gears to regulatory. Staff and Intervenors filed testimony in our current rate case on October 2. Staff's initial testimony recommended a 9.4% return on equity, and that compares to our current authorized 10% return on equity. Staff also recommended approval of our actual capital structure at the end of the test year, that's consistent with our request and that would result in a 54.7% equity layer. The total revenue increased recommended by staff is $89.7 million compared to our request for a $184 million increase. We'll file our Rebuttal testimony on November 6 and Staff and Intervenors will file Surrebuttal testimony on November 20. The hearing is scheduled to begin on December 14 and I expect it to continue into 2021. While testimony is certainly an important part of the process and it does provide visibility in each party's priorities, we're still very early in the case and we expect that many of the issues will certainly be discussed further as the case progresses. I do want to note that yesterday the commission voted on several amendments to a proposed energy rules package. The amendments include new carbon reduction standard of 100% by 2050 with interim targets of 50% by 2032 and 75% by 2040. The reductions are based on a 2016 to 2018 carbon emissions level benchmark. The amendments also require electric utilities to install energy storage systems with the capacity equal to 5% of each utilities 2020 peak demand by 2035. And 40% of the required energy storage must be customer owned or customer leased distributed storage. Another approved amendment modifies the resource planning process including requirements for the ACC to approve utilities load forecast and resource plan and for utility to perform an all sorts requests for information to guide its resource planning. Earlier this month, the commission also voted on another amendment to establish a new energy efficiency standard. The standard requires electric utilities to implement demand side management resources equivalent to 35% of their 2020 peak load by 2030. Eligible demand side management resources include energy efficiency, demand response and load shifting, and just importantly the commission must vote and I expect they will vote soon to approve a final energy rules package before any of these amendments can take effect. As we look to wrap up 2020, we will continue to work with the commission on implementing a clean energy transition for the benefit of their constituents and for our customers. Recall that we've spent an aspirational goal of 100% carbon free by 2050 and 65% clean by 2030. To do so we'll require a strong regulatory partnership support for an organized transition away from coal and fossil fuels and regulatory and financial support for the expansion of renewables, batteries and energy efficiency within our portfolio. I think yesterday was a strong indication of alignment with both the commission and other stakeholders to achieve a cleaner energy vision and energy future for Arizona. Near term, our focus and priorities remain on improving our customer communications, rebuilding our regulatory relationships by reestablishing trust, moving toward a reasonable resolution of our rate case and continuing to engage with stakeholders to build alignment on priorities to support our goal of providing clean reliable and affordable service to our customers. As Jeff mentioned, I will cover our third quarter results and the impact from weather. I'll also provide additional details around our customer and sales growth, economic development and financing activities. Lastly, I'll cover our expectations for the remainder of 2020. Turning now to the third quarter. The significant tailwind from hotter than normal weather supported earnings of $3.07 per share compared to $2.77 per share in the third quarter of '19. July set a new record for the hottest month recorded in Phoenix until August. August then surpassed July setting another new record for the hottest month. The above average temperatures this quarter added $0.26 to earnings year-over-year. For the nine months ended September 30, 2020, weather added $91 million of pre-tax gross margin or $0.61 per share year-over-year. We also experienced 2.3% customer growth and 1.3% weather normalized sales growth in the third quarter 2020 compared to the same period in 2019. From May 13, when business started reopening after the COVID closure period through September 30, weather normalized sales increased 1% compared to the same period last year. We continue to see a reduction in weather normalized commercial and industrial sales of 5%, offset by an increase in weather normalized residential sales of 6% during this period. The strength and speed of our return for positive growth numbers reflects the continued expansion of our local economy, following the full COVID closure period earlier this year. Further evidence of our recovery can be seen in the increased number of single-family building permits and commercial construction activity. In 2020, we expect a total of 32,000 housing permits, an increase of about 1,200 compared to last year and the highest number since 2006. The labor market in Arizona has also started to gradually recover from the pandemic impacts as well. For 2020 through the end of August the employment in Metro Phoenix decreased 1.7% compared to 5.6% across the entire US. And while manufacturing employment Metro Phoenix decreased 1.2%, construction employment increased by 0.9%. The ongoing growth of new businesses and residential properties and the 18 construction cranes that are currently visible here in Downtown Phoenix are evidence of our continued growth. To serve our growing customer base and support investments in clean energy, in September, we issued $400 million of 30 year 2.65% green bonds at APS. The 2.65% coupon represents the lowest 30-year rate in the APS bond portfolio. Turning to our full-year 2020 guidance, as a result of the above average weather, we are increasing our 2020 consolidated earnings range from $4.75 to $4.95 per share to $4.95 to $5.15 per share. The weather benefit has more than offset the additional costs and the reduction in sales due to COVID-19. We are also increasing our 2020 weather normalized year-over-year sales growth expectations to be between zero and 1%. In light of the weather benefit, we have accelerated the timing of near term O&M initiatives. For example, we're pulling forward some spend in 2020 that was previously anticipated for future years, particularly around project work and customer experience initiatives as well as one time opportunities, like our $10 million contribution to the APS Foundation, which supports our community non-profits. Our revised 2020 O&M guidance range of $870 million to $890 million reflects these items. While we believe this increase in O&M demonstrates prudent, planning and flexibility through this challenging year, we do remain focused on our lean initiatives and continue to see our core O&M trend down. We are executing our plan to reduce 2020 O&M expense by $20 million, including $10 million through improved procurement and contract management activities, and another $10 million in several small operating efficiencies across the enterprise. We also continue to partner with Arizona State University to train our workforce on lean skills and are excited about the long-term potential in continuing to streamline our business. While we don't enter a year counting on whether it would be a driver, we do enter the year prepared to take advantage of above normal weather when it makes sense to do so. This can help us mitigate the impacts of mild weather in future years, while also enabling our investment in certain key initiatives that improve customer experience, a focus area for our company. Our resource planning and capital expenditure forecast have also been revised. The delay in our clean energy procurement impacted by the McMicken investigation, slightly reduced our 2020 capital expenditure forecast by $68 million. However, we do remain committed to our clean energy commitments that have made progress with our resource acquisition activities. In September, we executed a 200 megawatt wind PPA with a 20-year term. This is a repower of an existing wind facility and is expected to be fully upgraded with additional capacity in 2021. We also plan to issue two new RFPs. One outsourced RFP and an additional utility owned energy storage RFP at our existing solar facilities. While it was an exceptionally hot summer, we are grateful the weather tailwind allowed us to further increase financial assistance to customers struggling to pay their bills as a result of COVID-19, and to accelerate investments that will enhance the quality of our service and maintain our record for providing top tier reliability. As Jeff mentioned, we will continue to focus on our regulatory outcomes in the near term, while executing our long-term plan to deliver value for our customers, shareholders and community stakeholders. ","compname says co increased 2020 consolidated earnings guidance to $4.95 to $5.15 per diluted share. q3 earnings per share $3.07. sees fy 2020 earnings per share $4.95 to $5.15. increased 2020 consolidated earnings guidance to $4.95 to $5.15 per diluted share. " "Ted Geisler, CFO; Daniel Froetscher, APS' President and COO; and Barbara Lockwood, Senior Vice President, Public Policy are also here with us. First, I need to cover a few details with you. Note that the slides contain reconciliations of certain non-GAAP financial information. It will also be available by telephone through February 28. Before I review our 2019 achievements and provide operating and regulatory updates, I want to look forward to the future and share more information about our focus areas and priorities. Our strategy is anchored by four concepts that align with industry trends and shape the way we do business. Those concepts can most simply be stated as clean, affordable, reliable and customer-focused. Let me talk briefly about each one. Clean is about decarbonizing our generation mix with our new goal to deliver 100% clean carbon-free energy by 2050. Affordable is planning and operating our business to maintain reasonable electricity prices for the people, businesses and communities we serve. Reliable means serving our customers with dependable power safely and efficiently. And customer-focused is about developing new solutions, products and services to meet the changing needs and expectations of our customers. With these in mind, we created a long-term plan and targets to track our progress along the way. First, we recently announced our goal to deliver 100% clean carbon-free electricity to customers by 2050. This goal includes a near-term target of 65% clean energy with 45% coming from renewables by 2030 and a commitment to exit coal by 2031. Importantly, our plan includes flexibility to ensure that we're able to execute in a way that maintains affordability for customers. As Jim will discuss, we expect this plan will require considerable capital investment. We believe a carbon-free future as possible while keeping customer rates over time at or below the rate of inflation with timely recovery of clean energy investments. To support the affordability of our transition to a carbon-free resource mix, we will have a sharp focus on economic development in Arizona. Growing our customer base, allocates these costs across more customers, which helps keep rates affordable and increase the shareholder value by growing our Company. Supporting an internal culture focused on reducing costs and maintaining a financially strong company to access low cost capital are also key in delivering a 100% clean energy future affordably. In the area of reliability, we believe putting the responsibility on the utility to maintain high-performing well-run resources is important. In pursuit of our clean energy plan, we will acquire resources that appropriately balance reliability, cost and flexibility for our customers. This includes both owning new resources and considering supplemental generation from purchase power as appropriate. Our fourth concept reinforces that customers are at the core of what we do every day. We're committed to providing options that make it easier to do business with us. We plan to continue developing innovative programs that connect customers with advanced technologies to help manage their bill. In addition, we'll be convening an advisory panel of customers to gain a deeper understanding of the customer experience through individual perspective, so a little design basis thinking. As we work to execute in all these strategic areas, we'll focus on strengthening our relationships with stakeholders. Going forward, we plan to continue working collaboratively with those who have vested interest in Arizona's future and our Company's role as the state's largest electricity provider. For our regulators, we are committed to maintaining an open dialog, listening and ensuring transparency. We have a lot of important work ahead of us, and we'll be sharing information about our progress as we advance through the year. And while I'm excited about our future opportunities, I also want to recognize our team and the hard work completed last year. We finished 2019 with our best-ever reliability performance, if you exclude outages from voluntary proactive fire mitigation efforts, and Palo Verde once again achieved a capacity factor above 90%. Our goal to reach 100% clean carbon-free energy by 2050 is new, but our efforts to move toward a cleaner energy mix are not. In 2019, we maintained our environmental, social and governance A rating from MSCI, and we were ranked in the electric utility sectors top quartile by Sustainalytics. Notably, APS was one of 10 American companies and the only U.S. utility to make CDP's A List for both climate change and water security in 2019. And we accomplished all this while reducing the average residential bill by 7.8% or $11.68 on average since January of 2018 due primarily to savings from federal tax reform and operating cost savings that have been passed on to customers. 2019 was also a busy year for our state regulatory team. Some of the work that we began in 2019 will continue this year. Key dockets for 2020 include our rate case, retail choice, disconnection rules and modifications to the commission's energy rules. A number of workshops have already been scheduled to discuss these topics, and you can find a list of key dates in the appendix to our slides. The next milestone in our rate case proceeding is May 20, the date the commission staff and other interveners file testimony. However, I would note that commission staff has indicated that they may need an extension to watch that proceeding. Outside of our regulated operations, our Bright Canyon subsidiary acquired minority equity stakes in two wind farms being developed by Tenaska. The 242 megawatt Clear Creek wind farm in Missouri and the 250 megawatt Nobles 2 wind farm in Minnesota. We expect these wind farms to be operational in Q1 and Q4 of this year, respectively. Our objective with these investments is to gain experience in the construction, ownership and operation of wind assets, and to partner with a proven developer in Tenaska. Our overall strategy with Bright Canyon is to develop, own, operate and acquire infrastructure within the electric energy industry. Investments in renewables, electric transmission and microgrids represent some of the opportunities that Bright Canyon has been evaluating, and I want to emphasize that these are close adjacencies. We will continue to pursue attractive growth opportunities consistent with our core strength. We have ambitious goals and a talented team to achieve them. At the officer level, I recently made changes to our organizational structure that better aligns our experience and talent to our strategic focus areas and to strengthen our succession pipeline. I'm excited about our future, all the possibilities and the team I have the privilege of working with. First, to the team at Palo Verde for their work on a short notice outage at Unit 3 in getting the necessary work done safely and the unit back online ahead of schedule. And second, to our T&D Engineering and Construction team for their outstanding work on the new substations associated with the Microsoft datacenter build out. And third, to the Arizona State Sun Devils for their win last night over 14 Oregon. So Jim, go ahead and take it away. Before I review the details of our 2019 results, let me briefly touch on some of the key factors from the quarter, which can be found on Slide 3. For the fourth quarter of 2019, we earned $0.57 per share compared to $0.23 per share in the fourth quarter of 2018. Our results were largely impacted by a one-time tax refund to customers related to the TEAM III refund and lower adjusted O&M expenses. We also experienced another quarter of mild weather. For the full-year 2019, we earned $4.77 per share compared to $4.54 per share in 2018. 2019 earnings reflect our growing infrastructure to support the strong Phoenix economy and 2% customer growth. Other key items for 2019 was negative weather, which decreased gross margin by $37 million or $0.25 per share. The negative impact was more than offset by lower O&M. Year-over-year lower adjusted O&M expense increased earnings $0.52 per share, primarily driven by lower planned outage expenses and lower public outreach costs at the parent level. As I mentioned last quarter, we are committed to enhancing our customer and shareholder value through cost management. The implementation of Lean Sigma will be the mechanism that allows us to improve the customer and employee experience while eliminating waste. As a result of our cost management efforts, we made great strides in reducing O&M in 2019, allowing us to reach the low end of our original guidance range, despite the mildest Metro Phoenix cooling season on 10 years. We expect to continue our cost savings efforts by reducing O&M approximately $20 million in 2020. As Jeff mentioned in his comments, we are on a path to deliver 100% clean carbon-free electricity. Part of that plan includes ending our use of coal-fired generation seven years earlier than previously projected. As a result, the reduction in fuel costs as we use less fossil fuels and more renewables will be a source of cost savings to our customers in the future. Our journey to a carbon-free future will require intelligent investments in renewable resources and developing technologies. As you can see on Slide 14, we rolled forward our capex forecast for one year. Our 2022 capex forecast reflects nearly $800 million of investment related to new clean generation resources and reflects our conservative mix of owned resources. While we don't know the exact mix of ownership versus purchase power at this point, we will need an appropriate mix to ensure long-term value and reliability for customers. That said, we believe there is potential upside to our capital investments, especially as we get past 2022. As Jeff alluded to, customer affordability will be top of mind. We would expect customer rates to increase no more than the rate of inflation over time. In terms of financing our clean energy future, we would expect that we will issue equity sometime after 2020. While the exact amount has not yet been determined, we would expect the amount to be in the $300 million to $400 million range. The timing of the offering around the next rate case minimizes dilution and is ultimately accretive for our shareholders. Our financial health, including a solid equity layer, will continue to provide our customers the benefits of low-cost access to capital and competitive returns to our shareholders. In 2020, we expect to issue up to $1 billion of term debt at APS and $450 million that Pinnacle West. Overall liquidity remain strong. In the fourth quarter, APS issued $300 million of new 30-year unsecured debt at 3.5%. We used the proceeds to repay commercial paper and to fund a $100 million of our $250 million par value 2.2% notes which matured in mid-January. At the end of the fourth quarter, Pinnacle West had a $115 million of short-term debt outstanding and APS had no short-term debt outstanding. Due to the tax benefits associated with both the TEAM Phase II and Phase III and optimized use of income tax incentives, our effective tax rate for 2019 was a negative 2.9%. We anticipate an effective tax rate in 2020 of 14%. Continued use of income tax incentives, including tax credits associated with clean generation investments, will reduce cash taxes in the year projects -- our projects are placed in service. A quick note on pension. The funded status of our pension remains healthy at 97% as of year-end 2019. This is due to strong portfolio returns during 2019, continued contributions and the continued success of our liability-driven investment strategy, which has helped mitigate risk to our benefit plan funded status. 2019 was a great year for economic development in our service territory. We saw high-profile data centers and manufacturing plants break ground in the West Valley. We successfully connected two new data centers to our power grid included in the Microsoft data center and begin prep work to add an additional six data center feeds in 2020. In addition to growth from the commercial sector, Arizona is benefiting from residential population growth. According to a December 2019 report from the U.S. Census Bureau, Arizona ranked third in population growth behind Texas and Florida. Arizona's population grew by approximately 120,000 people between July 2018 and July 2019. Reflecting the steady improvement in economic conditions, APS' retail customer base grew 2.2% in the fourth quarter of 2019. We expect that this growth rate will continue in response to the economic trends in our service territory. The Metro Phoenix area continues to show strong job growth and has consistently been above the national average. In 2019, employment in Metro Phoenix increased 2.9% compared to 1.6% for the entire U.S. Construction employment in Metro Phoenix increased by 9.6% and manufacturing employment increased by 5.2%. According to the U.S. Bureau of Labor Statistics, Arizona's job growth ranked second in the nation in 2019. The Metro Phoenix residential real estate market has also continued its upward trend. In 2020, we expect a total of 31,100 housing permits, driven by both single-family and multifamily permits. We continue to expect Pinnacle West's consolidated earnings for 2020 to be in the range of $4.75 to $4.95 per share. A complete list of key factors and assumptions underlying our 2020 guidance can be found on Slide 6 and 7. In closing, our long-term rate base growth outlook remains intact at 6% to 7% and we expect to achieve a weather-normalized annual consolidated earned return on average common equity of more than 9.5% in 2020. The new year is off to a great start with the announcement of our bold clean energy plan, coupled with organic growth in our service territory. We are excited to embark on a path that will help create a healthy and prosperous Arizona that benefits our customers, communities and shareholders. ","compname reports qtrly earnings per share of $0.57. pinnacle west capital corp - qtrly earnings per share $0.57. pinnacle west capital corp - reaffirms 2020 estimated consolidated earnings will be within a range of $4.75 to $4.95 per diluted share. " "I'm pleased that you are able to join us today. The slides are available on our website at investors. Referring to Slide 2. Leading our discussion are Maria Pope, president and CEO; and Jim Ajello, senior vice president of finance, CFO and Treasurer. 2021 was a year of strong growth and execution. Against the backdrop of the ongoing pandemic, the historic ice storm and record heat. We focused on grid hardening and new technologies to improve reliability and resiliency. Turning to Slide 4. For the full year 2021, we reported net income of $244 million, or $2.72 per share. This compares with $155 million, or $1.72 per share for the full year 2020. For the fourth quarter, net income was $66 million, or $0.73 per share. This compares with $52 million or $0.57 per share for the fourth quarter of 2020. Our region is growing, particularly the tech and digital sectors driving overall revenue growth. Net variable power costs were also higher, reflecting regional power market volatility, particularly in the third quarter. Operating administrative expenses increased due to higher wildfire and vegetation management expenses, and the cost of several storms outside of the large major storm deferral. Finally, employee wages and benefit expenses were higher, reflecting inflation pressures, and improved performance over 2020. Given our region's attractive environment for high tech and digital companies, and ongoing in migration, we expect growth to remain very strong. Power market challenges will also likely continue. We've taken several steps to reduce our exposure. Through first, forward pricing updates to the annual update tariff mechanism. Second, new forecasting methodologies that better reflect wind and other volatility reflected through our rate case. And third, plant operating improvements. And finally, fourth, procurement of additional forward capacity. Operating efficiency is the focus. And as we address rising customer expectations as well as inflationary pressures will be increasingly important. All of this combines to inform our 2022 earnings guidance of $2.75 to $2.90 per share. Later in the call, Jim will go into much more detail on both 2021 results, and our 2022 outlook. I would like to now talk to a couple of highlights that were significant from an operational, legislative and regulatory standpoint. First, opening the new Integrated Operations Center, and launching the advanced distribution management system were key milestones. These investments establish the foundation for Intelligent Energy Network that enables the integration of greater amounts of renewable energy, distributed energy resources, and increases system flexibility, and resiliency. Second, we advanced our digital capabilities across the enterprise to improve performance and deliver exceptional customer experiences. We simplified our work and reduce costs by equipping field crews with new digital tools, upgrading supply chain systems, and increasing call center performance. Together, these advances allow us to get more work done and drive operational efficiency. Through advanced data analytics and smart grid technologies, we're increasing the reliability of our system, even under uncertain, and extreme weather conditions. First, a path to decarbonization was further catalyzed by the passage of Oregon's clean energy legislation, working with a broad coalition of stakeholders. Aggressive carbon reduction goal targets were established that are consistent with our goals and aligned to the International Panel on Climate Change or IPCC's sixth report. PGE was also the first utility in the country to sign the climate pledge, committing to achieving net zero emissions across our company operations by 2040. And for the 13th consecutive year, our Voluntary Renewable Energy Program was ranked number one in the U.S by the National Renewable Energy Laboratory. Forth, we initiated an RFP in April for up to 500 megawatts of renewable energy and 375 megawatts of non-emitting capacity. Initial bids were submitted in January, with a short list expected to be issued in the second quarter and a final decision by the end of the year. While many of you have lots of questions on the bids, we are in the very early stages of evaluation, and all this are subject to NDAs. Also, in collaboration with customers and stakeholders, we issued our inaugural Distributed System Plan focused on modernizing our grid to accelerate distributed energy resources, and maximize grid benefits for all customers and community members. Fifth, as part of our 2022 general rate case, we recently reached an agreement that subject to OPC final approval will resolve the annual revenue requirement, average rate based, capital ratios, and a corresponding increase in customer prices. And finally, this year we relaunched our guiding behaviors. First established more than 25 years ago, and our ongoing and long standing commitment to diversity, equity inclusion. We're also continuing our long-standing focus on environmental stewardship, and during the past year, PG employees completed over 15,000 hours of community service, and employees retirees, the PG Foundation, and our company donated $4.8 million to support our communities. As we look to the future, we anticipate continued economic growth and load increasing 2% to 2.5% in 2022. With longer term growth of approximately 1.5%. Ongoing focus on digital and other technologies, operational improvements, and efficiencies which could help mitigate inflationary cost pressures. Overall, we're well prepared with improved reliability, resiliency, and operating performance as we rapidly transform to address urgent climate change challenges and lead a clean energy future across our region. Our 2021 results reflect the continued economic growth in our service territories and the opportunities, and challenges of our path to decarbonization. We experienced strong load growth from higher residential and industrial demand, while also navigating challenging power markets, and inflationary cost pressures. Turning to Slide 5. The continued recovery from the initial economic downturn due to COVID-19 is reflected in our strong year-over-year load growth of 4% weather adjusted. In 2021, we experienced growth across all customer classes, with residential demand increasing 1% weather adjusted, which reflects ongoing economic growth. Commercial load increased 4.2% weather adjusted as the sector rebounds from the decreased activity in 2020. Industrial deliveries increased 8.5% weather adjusted as our service territory continues to attract growth from high tech and digital customers, including data centers, customer expansion, and new site development activity, all point to strong growth in the sector. The favorable weather we experienced contributed an additional 1.1% to the overall growth rate of 5.1% in 2021. Based on recent trends in our service territory, primarily driven by industrial growth, and anticipated distributed energy resources growth, including transportation, electrification adoption, we are raising our long-term growth guidance from 1% to 1.5%. Our quarterly earnings per share increased from $0.57 per share in 2020 to $0.73 per share in the fourth quarter of 2021. The increase was primarily due to a $0.17 adjustment to a non-utility asset retirement obligation liability in the fourth quarter of 2020, including fourth quarter results full year GAAP earnings per share was $2.72 for 2021, compared to GAAP EPS of $1.72 for 2020. Non-GAAP earnings per share for 2020 was $2.75 after removing the negative impact of the energy trading losses. I'll cover our financial performance year-over-year on Slide 6. Beginning with a GAAP net income of $1.72 per share in 2020, which we add back the $1.03 per share impact of the energy trading losses. We experienced a $0.78 increase in total revenues, primarily due to the strong economy driving growth in our service territory, with the balance due to more favorable weather. Offsetting this was $0.58 of unfavorable power cost. 2021 saw a significantly higher power prices, particularly in the summer, due to warmer weather and increased regional demand for capacity. We have deferred $29 million of incremental power cost under our [Inaudible] mechanism, which represents 90% of the variance above the threshold. We anticipate the regulatory process related to this deferral will begin late in the Quarter 2 of 2022, and continue through the year. There was an $0.18 decrease to earnings per share from cost associated with our transmission and distribution expenses, including $0.05 for enhanced wildfire mitigation, $0.05 of additional vegetation management, and $0.08 of service restoration costs related to storms in 2021. There was a $0.41 decrease to earnings per share from administrative expense, including $0.12 in adjustments to incentive programs, including $0.06 for 2020 decreases and incentives following the trading losses. $0.07 from increases in wage and salary expenses and $0.16 for outside services to strengthen risk management, improved customer facing technology, and improve our supply chain management systems. $0.03 from higher insurance expenses, partially due to higher wildfire insurance premiums and then, $0.03 from miscellaneous other expenses. Going to DNA, a $0.32 increase due to lower DNA expenses in 2021, including $0.22 increase due to the impact of a non-utility asset, our retirement obligation revision to 2020, an $0.18 increase due to the impact of plant retirements in 2020. And these increases were partially offset by an $0.08 decrease due to higher plant balances in 2021. A $0.05 decrease from the impact of higher property taxes. And then finally, there was a $0.09 increase primarily driven by the recognition of a benefit from a local flow through tax adjustment in Q1 of 2021. Turning to Slide 7. Last month, we reached an agreement with stakeholders that resolved several significant aspects of our 2022 general rate case. In addition to the previously agreed upon 50:50 capital structure and 9.5% allowed ROE, we agreed to a final annual revenue requirement, average rate base, and a corresponding increase in customer prices. A final rate base of $5.6 billion, an increase of $814 million, or 17%, which represents a constructive outcome for investments made on behalf of customers. While the $10 million increase in the annual revenue requirement net of power cost represents a modest 0.5% increase in customer prices. We also agreed to end our decoupling mechanism. The operation of the existing decoupling mechanism is misaligned to the current policy framework in Oregon, especially as it relates to supporting decarbonization. So the parties agreed to eliminate it. Parties agreed to accelerate colstrip depreciation to fully depreciate our interest in that plant by 2025. While certain policy elements remain outstanding in all settlements remain subject to final PUC approval, we are pleased with the potential outcome for our customers and stakeholders. A final order is expected by the end of April. On the resource plans, we made several regulatory filings in which we shared our plans to advance the strategy to meet our targets, reducing greenhouse gas emissions in the power we served customers. Maria discussed our resource plans earlier in the call and we look forward to working through the RFP process, and expect to share an update in Quarter 2 . Turning to Slide 8, which shows our updated capital forecast through 2026. We increased our capital expenditure forecast for 2023 to 2026 from $550 million to $650 million per year to more clearly reflect our fundamental plans to invest in the system. For reference, in 2021, we exceeded our target guidance of $655 million with the total capital expenditures of $680 million. Over the next five years, we expect to invest roughly $3 billion on top of the recently settled $5.6 billion in the incident rate case. To be clear about this increase, I want to point you to the distribution service plan that Maria referred to. This plan anticipates significant growth in load, new connects, new projects for customers, system expansion, substations, and grid modernization, which primarily explain the increase in the capex. The increases primarily represent group grid resiliency and transportation and electrification investments plan for future years, but do not include expenditures related to the possible RFP ownership options. With the recent settlement in the GRC, subject to approval by the OPUC, this affirms that we will not need to issue equity to meet our capital requirements in 2022, unless there is a significant renewable addition stemming from the RFP. The RFP process for energy and capacity resources, with bids submitted in January and a shortlist targeted in Quarter 2 final selection of winning bids is expected by the end of 2022. The RFP will be a competitive process, and we'll share more details as we move through the procedural calendar. We continue to maintain a solid balance sheet, as you can see on Slide 10, including strong liquidity investment grade credit ratings accompanied by a stable credit outlook. Total available liquidity at December 31, 2021, $843 million and we remain one of the least levered [Audio gap] sector. Plan to fund investments with cash from operations, and issuance of up to $250 million of debt in the second half of 2022. As we did in 2021, we will apply our green financing framework, continue to seek out opportunities to take our long-term debt to our sustainability strategy through capital investments. Turning to Slide 11. We are initiating full year 2022 earnings guidance of $2.72 to $2.90 per diluted share. As a reminder, we established our base year and growth rate in 2019 with earnings per share of $2.39 per diluted share. The midpoint of this guidance range represents a 5.8% compounded annual growth rate from the $2.39 base. I'd like to walk through a few key drivers that will prove that we're confident we'll grow to this 46% range in 2022. The drivers of our long-term guidance remain strong load growth from in-migration and industrial expansion, operational efficiencies, and potential investment opportunities in our system with renewable resources. We expect continued strength and energy deliveries with 2% to 2.5% weather adjusted retail load growth. I would like to address our 2022 O&M guidance midpoint of $600 million, which represents a 7% decrease from 2021 levels. 2021 O&M included significant work to accelerate our digital and customer strategies, we expect these efforts to create sustainable efficiencies in our operations in 2022 and beyond. In 2021, we also accelerated our vegetation management efforts, implemented new customer interface system, automate many aspects of customer service. We continue to deployment of distribution, automation technology, and we made significant investments to build risk awareness, and mitigation into our operations. Looking forward to 2022, we will increase efficiencies by accelerating adoption of digital technologies, and investments made in 2021. [Inaudible] leverage increased recent grid investments to strengthen our operations. I am confident as we continue to identify and implement efficiencies in 2022, we can't continue to grow. We are reaffirming our long-term earnings growth guidance of 46% of 2019 this year. With respect to dividends, our board recently declared a dividend of $0.43 per share. Our 2021 full year dividend was $1.68 per share, this dividend, we completed our 15th consecutive year of dividend growth in the last five years, growing at 6.1% compounded annual growth rate. We also plan to continue our limited share buyback program to offset any dilutive effects of shares issued under our compensation programs. The combination of strong growth trends, clear decarbonization targets, and significant opportunities to invest in our customers electrification needs create a compelling case for delivering value by serving clean, affordable, safe, reliable, and equitable energy. To execute our long term financial targets for customers and investors alike. I'd like to note that today we announced that Lisa Kaner, our VP general counsel chief compliance officer, plans to retire in early July, and we'll transition to the role of chief compliance officer effective mid-March. We're grateful for Lisa's insights, expertise wise counsel, as we navigated the challenges of the last five years. Recently, Lisa was instrumental in resolving all of the litigation associated with the 2020 energy trading matter. Lisa sets high standards for leadership and integrity, and we wish her well in retirement. At the same time, I'm pleased to announce that Angelica Espinosa, who has served as deputy general counsel and corporate secretary, has been appointed as VP general counsel effective mid-March. Prior to joining PGE, Angelica held multiple roles at Sempra Energy, including vice president of gas acquisition, vice president and chief risk officer of SoCal gas, chief counsel for the Sempra International businesses, she joined Sempra in 2014 from GE, where she had multiple legal leadership positions in their oil and gas division. Congratulations, Lisa and Angelica. Lisa, we wish you well, and are grateful for all you've done for PGE, and Angelica, we're excited about the broad expertise and experience that you bring to our executive team and the company. ","compname reports q4 gaap earnings per share of $0.73. sees fy earnings per share $2.75 to $2.90. q4 gaap earnings per share $0.73. initiating 2022 earnings guidance of $2.75 to $2.90 per diluted share. sees capital expenditures of $660 million in 2022 and $650 million in 2023 through 2026. " "Before we get started, I'll draw your attention to Slide 2 and a brief cautionary statement. We appreciate you joining us for our third quarter investor update. Moving to Slide 3 and the agenda for today's call. I'll also share some current initiatives underway to advance PPL's clean energy strategy and provide a brief operational and regulatory update. Joe will then provide a financial update, including a detailed review of third quarter financial results. Turning to Slide 4. We continue to make excellent progress on our key initiatives to strategically reposition PPL for long-term growth and success. In September, we received FERC approval for our planned acquisition of Narragansett Electric. With FERC's approval, we now have four of the five approvals necessary to close on the transaction. We continue to make progress on securing the final approval from the Rhode Island Division of Public Utilities and Carriers. In its procedural schedule, the division has established February 25 as the target date for a decision. This would put PPL and National Grid on a path to close on the transaction by March of next year as originally expected. As we pursue the final regulatory approval, we continue working closely with National Grid on planning to ensure a smooth transition for Rhode Island customers and Narragansett employees upon closing. Together, we've collaborated through 30 functional integration teams to plan and execute a safe, effective and minimally disruptive transition of the Rhode Island operations. These teams have built robust Day 1 integration plans to execute on identified business requirements; extracted transition service agreements that will be key to providing a stable, seamless transition for customers; redesigned critical business processes to enable the TSAs to effectively operate; designed a new Rhode Island operating model and organization from the ground up, with over 1,100 National Grid employees accepting employment offers pending the close of the transaction. We've initiated an integrated change management and communication strategy to engage our future employees, customers and Rhode Island stakeholders to begin to build relationships for the long term. And all three labor unions have ratified their new contracts that will be effective under PPL's ownership. As we work to secure final approval, we look forward to partnering with the talented team in Rhode Island to deliver safe, reliable, affordable and sustainable energy. And we are very excited about the opportunity the acquisition presents to build one of the nation's most advanced clean energy-enabling grids in support of Rhode Island's ambitious decarbonization goals. Finally, on this slide, I'm excited to highlight a new valuable addition to PPL's Board of Directors, Heather Redman. Heather is the co-founder and managing partner of Flying Fish Partners, a venture capital firm that invests in early stage artificial intelligence and machine learning start-ups, including energy-related applications. She brings expertise in disruptive technology, industry transformation, energy development and energy technology at a time when PPL is squarely focused on driving innovation and positioning our company for growth in the clean energy transition. I am confident that Heather will be a fantastic addition to our diverse and experienced board. With Heather's addition, our board now has 10 directors, 60% of whom are diverse, and 30% of whom are women. Turning to Slide 5. In advancing our strategic repositioning, we also continue to make progress in deploying proceeds from the sale of our U.K. assets to maximize shareowner value. And while we recognize cash is fungible, we are showing the major buckets for the use of proceeds on this slide. And today, we've announced two updates. First, as we continue to develop our business plan, we've identified at least $1 billion in incremental capital investments in Pennsylvania and Kentucky through 2025 to support grid resilience and modernization in advance of sustainable energy future for our customers. We identified capex opportunities, predominantly in the T&D areas, include continued application of smart grid technologies, which improve overall system reliability and reduce O&M costs at the same time. It also includes further hardening of the system to support reliability and resilience in the face of more frequent and stronger storms. We'll look to make these same types of investments in Rhode Island once we close the transaction and work with Rhode Island stakeholders on the pace of change to the clean energy economy in the state, keeping in mind the cost impacts for customers. In addition to our updates on capex opportunities, we've also revised our expectations for share repurchases and have allocated an additional $500 million to buybacks. We now expect to repurchase a total of approximately $1 billion of PPL common stock by year-end, effectively doubling the amount previously announced on our Q2 call. We've already completed $550 million in share repurchases through October 31. We're pleased about the progress we've made in evaluating our capital plans and look forward to sharing additional details at an analyst day following the closing of the Narragansett acquisition. In the meantime, we'll continue to review our business plans for additional opportunities that will drive value for both customers and shareowners. We are also providing an update on the timing of an expected change to PPL's dividend and reiterate the planned dividend policy following the closing of the Narragansett acquisition. The dividend has and will remain an important part of PPL's total shareowner return proposition. Given the procedural schedule in place for the required regulatory approval in Rhode Island, we expect to maintain the current quarterly dividend rate through the January 3, 2022, payment. After that date, we plan to realign the dividend, targeting a payout ratio of 60% to 65% of the repositioned PPL earnings as previously communicated. The final decision regarding the dividend will be made by the board of directors after the Narragansett closing. Moving to Slide 6. We continue to advance our clean energy strategy as we pursue our goal of net zero carbon emissions by 2050. In October, our Kentucky Utilities filed renewable power purchase agreements with the Kentucky Public Service Commission to provide a combined 125 megawatts of solar power to five major customers. Under the 20-year agreements, which will support customer participation in LG&E and KU's green tariff, LG&E and KU will procure 100% of the power from a new solar facility that will be built in Western Kentucky. The agreements reflect our continued efforts to support the growth of renewable energy and economic development in the state. utilities committed to supporting the growth of electric vehicles as we seek additional opportunities to enable third-party decarbonization. The Electric Highway Coalition will focus on development of a seamless network of rapid electric vehicle charging stations, connecting major highway systems from the Northeast to the Midwest down to Texas. The goal is to create convenient options for long-distance EV travel to reduce range anxiety for consumers. We also continue to expand investments in R&D needed to achieve net zero. Our Kentucky Utilities recently announced a partnership to study the capture of carbon dioxide emissions. The partnership with the University of Kentucky Center for Applied Energy Research, or CAER, will seek to develop cost-effective, scalable technology to capture carbon dioxide from a natural gas combined cycle plant. We'll be working with CAER and using the carbon capture infrastructure we've already built at our Brown coal facility in 2014 to simulate emissions from a natural gas plant. The project will also support a study aimed at direct air capture of CO2, potentially creating a negative emissions power plant. In addition to capturing CO2, the system aims to produce two value-added streams, hydrogen and oxygen, that can be sold to offset the cost of capturing and storing the CO2. Additional partners in this R&D initiative include Vanderbilt University and EPRI and GTI through their low carbon resources initiative. The carbon capture unit we've built at the Brown plant is one of only a few carbon capture systems in operation today at power plants in the United States. Furthering our R&D-related efforts, PPL recently acquired an ownership interest in the SOO Green project, a 350-mile underground transmission project that seeks to connect the MISO and PJM power markets and support growing demand for clean energy. We recognize that expanding the nation's transmission grid will be critical to connecting more wind and solar power and reducing greenhouse gas emissions. Breaking through siting, permitting and other barriers to build this transmission quickly and cost effectively will be key. SOO Green seeks to tackle these challenges by developing high-voltage transmission lines underground along major rail corridors. PPL's investment in the SOO Green project will enable us to gain valuable insight into this innovative approach. We look forward to lending our capabilities and transmission expertise to support this project's success. Turning to Slide 7. On October 19, LG&E and KU submitted their triennial joint Integrated Resource Plan to the Kentucky Public Service Commission. The IRP provides the commission with information regarding our potential generation sources over the next 15 years to meet forecasted energy demand in a least cost manner. The IRP is submitted for informational purposes and represents a moment-in-time look at ongoing resource planning, using current business assumptions and long-term forecasts. LG&E and KU's 2021 IRP projects a significant reduction in coal's contribution to our generation mix, declining from over 80% of the expected electricity produced in 2021 to about half of the total power produced in 2036. In our base case scenario for load and fuel prices, we show the retirement of nearly 2,000 megawatts of coal capacity as we economically advance a clean energy transition. These projected retirements are consistent with the depreciation study filed in our last rate case, as well as the estimates used in developing our net zero goal announced last quarter. The IRP base demand and base fuel price scenario envision solar power playing a growing role in meeting our customers' demand for energy over the next 15 years, accounting for nearly 20% of all the power we supply to our Kentucky customers by 2036. This scenario shows an additional 2,100 megawatts of solar combined with 200 megawatts of battery storage, along with simple cycle gas units needed for reliability purposes by the end of the planning period to replace that 2,000 megawatts of expected coal plant retirements. We've also added a high-case scenario to this slide, which reflects the implications of higher demand and higher fuel prices due to several factors. Under the high-case scenario, we would expect there to be significantly more energy needed by 2036, requiring additional capacity. Based on our assumptions, that would primarily be met with an additional 5,500 megawatts of incremental renewable and storage resources above the base case scenario through that time period. Further, that would result in more than twice as much output from renewable resources by 2036, reflecting approximately 40% of generation output primarily replacing natural gas from the base case scenario. We expect the next IRP, which will be filed in 2024, to be an extremely important plan based on the current timing of our next coal plant retirements, which are expected to begin again in 2024. Moving to Slide 8. On August 20, PPL Electric Utilities announced a constructive settlement with an alliance of industrial and municipal customers that had challenged the company's FERC-approved base transmission return on equity. The settlement, which must be approved by FERC, would change PPL Electric's base ROE from 11.18% to 9.9% from May 2020 to May 2022 with the rate stepping up to 10% by June 2023. The settlement also updates the equity component of PPL Electric's capital structure to be the lower of its actual equity component calculated in accordance with the formula rate template or 56%. The settlement also allows PPL Electric to modify the current formula rate, which is based on a historic test year and move the company to a projected rate year. Further, PPL's formula rate could also be modified to be based on the calendar year moving forward rather than the current rate year that begins June 1. We expect these changes to help reduce regulatory lag as we continue to make additional investments in transmission infrastructure. Overall, the settlement is expected to reduce net income by approximately $25 million to $30 million per year. In other operational developments, our utilities continue to be recognized for our award-winning customer service and innovation. PPL Electric Utilities and Kentucky Utilities were once again listed as two of the most trusted utility brands in the United States based on a recent study performed by human behavior firm Escalent. The results of the study show that communications played a vital role in building brand trust between utilities and our customers in 2020 during the pandemic. It was the third consecutive year PPL Electric received this recognition and the second consecutive year for Kentucky Utilities. Also, the Association of Edison Illuminating Companies selected PPL Electric Utilities as a winner of one of their 2021 achievement awards for revolutionary work in vegetation management. Trees are a common cause of outages. Within PPL Electric Utility service territory, it's estimated that about a third of distribution outages over the past five years were caused by trees contacting overhead wires. By using a new approach that leverages data analytics and other new technologies, PPL Electric Utilities found ways to trim and remove the right trees at the right times across 28,000 miles of overhead lines to help prevent outages. This has led to improved reliability despite an increase in more severe weather without increasing overall vegetation management costs. By using smart sensors that collect real-time information like wind speed and line temperature, operators can relieve transmission congestion and increase the electricity sent over those lines. PPL Electric Utilities has been recognized for its leading-edge approach to integrating DLR into core operations and using data from the sensors to make prudent investment decisions. And finally, we continue our efforts to support economic development in the regions we serve. One recent major development in this area is Ford's announcement of plans to construct a $6 billion electric battery complex within our LG&E and KU service territory. It is one of, if not the largest economic development announcement in Kentucky's history and will have far-reaching positive impacts on communities around the commonwealth. In fact, 2021 has been a record year for Kentucky in terms of economic development growth with over $10 billion in new investments being announced within the state. Other recent developments in addition to Ford's announcement include a $460 million investment by Toyota and a $450 million investment by GE at its Appliance Park in Louisville. These decisions exemplify the strengths that Kentucky has to offer large industrial customers. Specifically, we are known for exceptional reliability to deliver energy 24 hours a day, 365 days a year. Further, we have some of the lowest retail rates in the country, an important characteristic for large industrial customers and something we remain keenly focused on maintaining. Kentucky also has the third lowest business cost in the country and is home to three global shipping hubs. And our Kentucky service territories are located in a centralized region that is well protected from intensifying coastal storms and other natural disasters. We are excited to support the energy needs of these developments and their prospective impact on our surrounding communities. Before we move to the next slide, in the broader context, I would also note that Kentucky Governor Andy Beshear in the state's Office of Energy Policy unveiled a new energy strategy on October 20 called E3. The strategy considers three Es as key pillars to the strategic vision of a resilient economy in the state: energy, the environment and economic development. And this strategy aligns very well with PPL's clean energy transition strategy. We're encouraged by several areas included in the strategy where our utilities will play a vital role and we expect will provide future opportunities, including ensuring a transmission grid that supports growing renewable resources; ensuring an electric distribution grid that is self-healing, self-sufficient and auto-sensing; supporting a diversified energy supply that is fuel secure, sustainable and resilient; incentivizing sustainable business investments, including hydrogen and other renewable fuels; supporting the development of carbon capture utilization and sequestration industries; and supporting alternative fuel transportation infrastructure. LG&E and KU participated in working groups associated with affordability and economic development in the lead up to the state announcing its strategy. We believe the strategic framework represents a comprehensive approach to positioning Kentucky for success in a changing energy landscape. We look forward to engaging with the Kentucky administration and other stakeholders as the state further develops its strategy to support sustainability, boost competitiveness and spur job growth and innovation in local and regional economies. Today, we announced third quarter reported earnings of $0.27 per share. This reflects special items of $0.09 per share primarily related to losses on the early extinguishment of debt associated with the recapitalization of the balance sheet post the sale of WPD. Adjusting for special items, third quarter earnings from ongoing operations were $0.36 per share compared with $0.30 per share a year ago. Our third quarter results bring our year-to-date earnings from ongoing operations to $0.83 per share. Now let's move to Slide 10 for a more detailed look at our third quarter segment results. Our Pennsylvania regulated segment recorded $0.16 per share for the third quarter, which was $0.01 per share lower compared to a year ago. The decrease was primarily due to higher operation and maintenance expense, primarily related to higher storm and support costs and reserve recorded for a reduction to the return on equity in the transmission formula rate. Partially offsetting these items were returns on additional capital investments in transmission. Turning to our Kentucky regulated segment. Third quarter results were $0.21 per share, a $0.04 per share increase compared to Q3 2020 results. The increase was primarily driven by higher base retail rates effective July 1 and lower interest expense, primarily due to interest costs that were previously allocated to the Kentucky regulated segment. Partially offsetting this increase was higher operation and maintenance expense related to support and generation-related cost factors that were not individually significant. Results at corporate and other were a loss of $0.01 per share, which was $0.03 higher compared to a year ago. In summary, as we work to complete our strategic repositioning, I remain incredibly excited about our future. We continue to build momentum throughout 2021 and executing our strategic objectives. energy company stronger, more agile and better positioned to advance the clean energy transition, to deliver utilities of the future and to drive long-term value for all of our stakeholders. ","qtrly earnings per share $0.27. qtrly earnings from ongoing operations (non-gaap) $0.36 per share. announced update to its planned share repurchase program, increasing targeted repurchases to approximately $1 billion by year-end. " "We appreciate you joining us for our 2020 year-end earnings call today. With me as usual are Joe Bergstein, our chief financial officer; Greg Dudkin, the head of our Pennsylvania utility business; Paul Thompson, the head of our Kentucky utility business; and Phil Swift, who heads up our U.K. utility business. Moving to Slide 3. I'll also share a few updates on regulatory and ESG matters. Later, Joe will provide a more detailed overview of year-end and fourth-quarter financial results. I'll then share some closing thoughts on our key focus areas for 2021. Turning to Slide 4. I'm incredibly proud of how PPL performed in 2020, a year unlike any we've seen in our lifetimes. It was a year that tested our resolve, our resilience and our ability to adapt very quickly to dynamic conditions. Importantly, we provided electricity and natural gas safely and reliably to more than 10.5 million customers when it mattered the most. This included the hospital workers and the first responders who were on the front lines. And it included customers whose homes became offices, whose kitchens and bedrooms became classrooms and who were counting on us to deliver without fail. We're extremely honored that our continued operational excellence resulted in further recognition from these very same customers in 2020. This included topping all large utilities in the east for the ninth straight year for residential customer satisfaction and all mid-sized utilities in the Midwest for both residential and business customer satisfaction. In the U.K., at the end of 2020, we again finished with scores of over nine out of ten in all four of our DNOs and are on track to receive the maximum incentive reward under Ofgem's broad measure of customer satisfaction. We also received the U.K.'s customer service excellence award for the 28th time since 1992. As we focused on our commitment to provide a superior customer experience, we also recognized the need to support our local communities and assist customers struggling with COVID-19. With that in mind, we continued to offer payment assistance programs, flexible payment options and referral services to help customers manage their energy bills. Shifting to our financial performance. We achieved financial results that are within our original earnings guidance range, despite the challenges of COVID-19. This achievement included overcoming a $0.12 per share unfavorable impact from COVID, due primarily to low sales volumes in the U.K. and lower commercial and industrial demand in Kentucky, as well as a $0.05 per share unfavorable impact due to mild weather compared to normal conditions. We were able to offset some of the impact through effective cost management and several other factors without negatively impacting the long-term strength of the business. regulatory construct provides recovery for any under-collected revenues from lower sales volumes, which was a significant portion of the 2020 impact. We also maintained a strong financial position and delivered on our commitment to return capital to share owners, something PPL has done each quarter for 75 consecutive years. Turning to Slide 5. As we dealt with the challenges of COVID-19 during the year, we also remained very focused on the future. Building on the $27 billion we had invested over the prior decade to improve service to our customers, during 2020, we completed more than $3 billion in infrastructure improvement, in line with the original expectations we outlined for you at the beginning of the year. The vast majority of this investment, nearly 90%, was focused on transmission and distribution infrastructure to strengthen grid resilience, incorporate new technology and advance our clean energy strategy. Shifting to a few sustainability highlights. We continued to advance our clean energy strategy in 2020. At the outset of the year, we set a more aggressive carbon reduction goal. And throughout the remainder of the year, we invested in our networks to enable increased electrification and large-scale additions of distributed energy resources in the future. In Kentucky, we secured regulatory approval for a 100-megawatt solar power purchase agreement to meet increasing customer demand for clean energy solutions. We also continued to expand customer participation in our Solar Share Program, securing full subscription for two additional phases of Solar Share construction that will begin this spring. In addition, our Safari Energy business also added more than 90 megawatts of solar capacity to its portfolio, increasing its own capacity to 110 megawatts. This new capacity is all contracted via long-term power purchase agreements. And in August, we joined a five-year industry initiative to accelerate the development of low-carbon energy technology and advance affordable pathways to economywide decarbonization. We recognize that going even further, faster than the goals that we've set to address climate change requires new ideas, technology and systems that can be delivered safely, reliably and affordably. That's why we're partnering with EPRI and GTI on their new Low-Carbon Resources Initiative. As part of our sustainability efforts, we also remained focused on advancing a culture of diversity, equity and inclusion across PPL and supporting meaningful change in progress in the communities we serve. To build on PPL's prior momentum in this area, the company adopted a new enterprisewide DEI strategy with five supporting DEI commitments. In the wake of the killings of George Floyd, Breonna Taylor and others in 2020, PPL led focused discussions with our employees and in our communities on race and social justice that will continue to guide our efforts moving forward. In addition, we provided initial contributions to support local organizations focused on DEI initiatives and launched a new scholarship program that aims to award $1 million over the next decade to support minorities and females pursuing careers in engineering, IT, technical and trade roles. As a reflection of PPL's continuous focus on embracing diversity, inclusion and advancing equity for all, we were named a Best Place to Work for LGBTQ equality by the Human Rights Campaign Foundation, once again earning a perfect score. Lastly, on this slide, I would note that we continued to enhance our ESG disclosures in 2020, demonstrating our ongoing commitment to transparency, and to keeping stakeholders informed. This included our disclosures around political spending, an area in which the Center for Political Accountability and the Zicklin Center for Business Ethics Research gave PPL their Trendsetter ranking on the CPA-Zicklin Index. Turning to Slide 6 for some regulatory updates. In November, we took steps at our Louisville Gas and Electric and Kentucky Utilities businesses to support continued infrastructure investments that benefit our customers. LG&E and KU filed rate requests with the Kentucky Public Service Commission on November 25, seeking approval for a combined revenue increase of about $331 million in electricity and gas base rates. The requested increases will support continued modernization of the grid to strengthen grid resilience, as well as upgrades to LG&E's natural gas system to enhance safety and reliability. In addition, we are seeking approval for full deployment of advanced metering infrastructure, faster electric vehicle charging stations and an updated net metering tariff. If approved by the Commission, LG&E and KU's requested revenue increases would take effect July 1, 2021. Given the COVID pandemic and in an effort to reduce the near-term impact of the rate adjustment for our customers, we sought to minimize the size of the requested increase and have included in our request for approval a $53 million economic relief surcredit to help mitigate the impact of the rate adjustment until mid-2022. In addition, we have proposed to implement AMI in a manner, which based on current projections will not require an increase in the combined revenue of LG&E and KU in this rate case or in the future as operating cost savings are projected to more than offset the incremental capital cost of the project. Additionally, pending the outcome of the proceeding, it's our goal not to request another base rate adjustment for several years. In other notable Kentucky updates, LG&E and KU on January 7 issued a request for proposal for generation capacity to meet a potential energy shortfall that may be created by the anticipated retirements of 1,000 megawatts of coal-fired generation during this decade. Brown Unit 3 are expected to be retired by 2028 as they reach the end of their economic useful lives. We've also included in the appendix a slide that details the projected economic lives with our baseload generation plan. The utilities are seeking 300 to 900 megawatts of capacity beginning in 2025 to 2028. Additionally, we're asking for proposals for at least 100 megawatts of battery storage. Proposals are due March 31, and we anticipate making a decision by mid-2021 and potentially filing for regulatory approvals in early 2022. Lastly, in the U.K., Ofgem issued its RIIO-ED2 sector-specific methodology decision in mid-December. The decision was largely in line with our expectations and underscores the vital role DNOs will play in supporting decarbonization in the U.K. to achieve a net zero economy. In January, WPD became the first DNO to issue a draft business plan for RIIO-ED2. That draft plan proposes GBP 6 billion in new investments to support decarbonization, digitalization and enhanced network utilization. Turning to Slide 7 and the 2021 to 2025 capital plan. We've outlined more than $14 billion from 2021 to 2025 to support continued modernization of our transmission and distribution networks and to advance a cleaner energy future. This forecast spending represents $1 billion of incremental capex from 2021 to 2024 compared to our prior plan. Those increases include $400 million in Kentucky to support full deployment of advanced metering infrastructure, $300 million in Pennsylvania for additional transmission investments, as well as incremental funding for IT initiatives focused on digital transformation investments in work optimization, smart grid technology and the customer experience and $200 million in the U.K. due to a shift of certain investments from 2020 to 2021 as a result of COVID-19, additional funding for telecommunications projects and updates to our RIIO-ED2 capital plan. I'll begin with a brief overview of our fourth-quarter results on Slide 9. PPL delivered fourth-quarter 2020 earnings from ongoing operations of $0.59 per share compared to $0.57 per share in the fourth quarter of 2019. Weather in the quarter was about $0.01 unfavorable compared to 2019, as our Kentucky segment experienced slightly milder temperatures. The estimated impact of COVID on our fourth-quarter results was about $0.02 per share, $0.01 due to lower U.K. sales volumes and $0.01 driven by lower demand in Kentucky. We continue to experience improvement in this area as C&I demand steadily improves across our service territories. Overall, these results were in line with our expectations. Moving to our full-year 2020 earnings results on Slide 10. We achieved 2020 earnings from ongoing operations of $2.40 per share compared to $2.45 per share a year ago. As Vince mentioned earlier, our 2020 financial results reflect an estimated $0.12 unfavorable variance due to COVID-19. During 2020, we also experienced a $0.06 unfavorable variance due to weather compared to 2019, primarily in Kentucky. In terms of dilution for the year, we experienced $0.11 per share of dilution year over year, primarily reflecting the impact of the equity forward settlement in late 2019. Moving to the segment drivers, excluding impacts from weather and dilution. regulated segment earned $1.33 per share, a $0.01 year-over-year decrease. The decrease in U.K. earnings was primarily due to lower adjusted gross margins, driven by lower sales volumes primarily due to the impacts of COVID-19, lower other income due to lower pension income, higher operation and maintenance expense and higher depreciation expense. These decreases were partially offset by higher foreign currency exchange rates compared to the prior period with 2020 average rates of $1.47 per pound compared to $1.32 per pound in 2019. In Pennsylvania, we earned $0.65 per share, which was $0.07 higher than our results in 2019. Our Pennsylvania results were primarily driven by higher adjusted gross margins, primarily resulting from returns on additional capital investments in transmission and lower operation and maintenance expense. These increases were partially offset by higher depreciation expense and other factors that were not individually significant. Turning to our Kentucky segment. We earned $0.55 per share in 2020, a $0.03 increase over comparable results one year ago. The increase was primarily due to higher adjusted gross margins, primarily resulting from higher retail rates effective May 1, 2019, and lower operation and maintenance expense. Partially offsetting these items were lower commercial and industrial demand revenue, primarily due to the impact of COVID-19 and higher depreciation expense. Results at corporate and other were $0.03 higher compared to the prior year. Factors driving earnings results at corporate and other primarily included lower overall corporate expenses and other factors not individually significant. Turning to Slide 11. We outlined the trends we observed in weather-normalized sales for each segment by customer class since the beginning of the pandemic. Overall, lower demand in the C&I sectors continued to be partially offset by higher residential load in each of our service territories. We also experienced a steady recovery in the C&I space as certain restrictions were eased during the year. In Pennsylvania, residential usage steadily declined following the sharp spike we experienced at the onset of COVID, yet remains up about 3.5% compared to last year, signaling strong demand from customers still working from home. As for the C&I sector, we saw incremental recovery from the lows experienced in the second quarter. And by year-end, we're tracking less than 3% behind prior year levels. The largest declines remain primarily in the retail trade and services industry, which we expect will remain depressed until restrictions are lifted. In Kentucky, residential usage was up about 7% in Q4 compared to the last year, consistent with what we experienced in Q3. We continue to experience a moderate recovery in the C&I sectors in Kentucky, up substantially from the second quarter. C&I volumes were down 3.5% from last year's usage in Q4, which was an improvement from the 7% decline observed during Q3. Similar to Pennsylvania, the largest declines in the C&I sector continue to be seen in the services industry. However, sales to the manufacturing sector returned closer to the 2019 levels in Q4. And finally, in the U.K., residential usage also remained higher, with volumes being up about 6% compared to last year. C&I sectors has lagged our domestic jurisdictions overall, but has continued to make a strong comeback, down about 9% versus the prior year, a substantial improvement from the second-quarter lows of over 20%. While additional incremental lockdowns were put in place during the fourth quarter, these impacts did not restrict the construction and housing industries, and we have not seen a slowdown in operational activity in these sectors. And as a reminder, any revenue shortfall in the 2020-2021 regulatory year will be recovered by WPD in the 2022-2023 regulatory year adjusted for inflation. Before I briefly highlight our 2021 strategic priorities, I just want to reiterate how proud I am of what we were able to achieve in 2020 under truly remarkable circumstances. Operationally, we didn't miss a beat, delivering very strong results. Financially, we overcame stiff headwinds to achieve our earnings guidance and returned capital to share owners. Internally, I saw our businesses collaborate like never before, as we worked to keep each other safe and tackle COVID-19. And at the end of the day, I truly believe we made a positive impact on society, and that's the common purpose that really unites employees at all levels across PPL. In 2020, we demonstrated PPL's tremendous resilience and agility. And as I've shared with our employees, I truly believe we will emerge from this pandemic stronger and more united than ever before. With that in mind, our clear focus moving forward is on delivering long-term value for our customers and our share owners. In 2021, that includes completing the process to sell our U.K. utility business and repositioning PPL as a purely U.S.-focused utility company. I'm pleased to report that the process to sell WPD remains on track, and we continue to expect to announce a transaction in the first half of this year. As we shared previously, we believe the sale of the U.K. business will simplify our business mix, strengthen our balance sheet and enhance the company's long-term earnings growth rate. In addition, we believe it will give the company greater financial flexibility to invest in sustainable energy solutions. Another top priority of ours this year is, as always, delivering electricity and natural gas safely, reliably and affordably. No job we do is more important than that. And this year, we will remain focused on continuous improvement, innovation, benchmarking and best practice sharing as we seek to once again deliver industry-leading operational performance and provide a superior customer experience. Other notable priorities for 2021 include advancing our clean energy strategy and reducing PPL's carbon footprint, further enhancing the DEI culture I spoke about earlier and building strong communities through philanthropy, volunteerism and customer assistance. In conclusion, as we look to 2021 and beyond, I'm excited about the opportunity we have to reposition PPL for future success. And I'm confident we will continue to deliver long-term value for our customers, our share owners and the communities we serve. ","sees fy 2020 earnings per share $2.40 to $2.60. qtrly earnings from ongoing operations per share $0.59. not providing future earnings guidance at this time as a result of formal process to sell its u.k. utility business. expects to announce a transaction regarding u.k. utility business in the first half of 2021. " "Joining our call today are Chief Executive Officer, Glenn Williams; and our Chief Financial Officer, Alison Rad. We also reference certain non-GAAP measures, which we believe will provide insight into the company's operations. Second quarter results were very strong, reflecting continued progress in both our term life and our Investment and Savings segments. Leveraging the fundamental strengths of our business model, we are positioned to meet the middle market's increased demand for financial security, which has been revealed by the COVID pandemic. Starting on slide three. Adjusted operating revenues of $654 million increased 25% compared to the second quarter of 2020, while diluted adjusted operating income per share of $3.25 rose 33%. ROAE also increased to 27.8% compared to 25.6% during the same quarter last year. Turning to slide Four. We attracted nearly 90,000 new recruits during the quarter. Year-over-year comparisons are difficult to evaluate because of the varying impact of the pandemic in each period and the tailored recruiting incentives we deployed each quarter. Looking beyond this noise, we believe that we are using the right mix of messaging and incentives to continue to drive recruiting and to increase the appeal of our business proposition. More than 10,000 individuals obtained a new life insurance license during the quarter, and we are encouraged by those results. We have seen some improvement in the licensing process over the last few months. Testing windows are now generally available and many states have called up on processing backlogs, although there remain some pockets where processing is still taking longer than usual. Licensing candidates today also have more flexibility to access pre-licensing classes in both in-person and remote options widely available. We continue to see a higher success rate for candidates choosing to attend in-person classes, but there is some hesitancy about assembling in classrooms. As COVID social distancing measures eased, we noted a greater degree of distraction among our licensing candidates. After a prolonged period of lockdown, some people are prioritizing social activities and travel over the pursuit of their life license. Since the beginning of the year, our message to the field has been focused on getting new recruits engaged and licensed. We provide resources and coaching to assist new recruits on the most effective path to licensing. We also offer incentive credits and consistent messaging on the importance of new licenses and growth of the sales force. We believe our prioritization and support will help overcome the recent obstacles to the licensing process over the next few months. We ended the quarter with about 132,000 life license representatives, including a total of 2,400 individuals with either COVID temporary licenses or a license with an extended renewal date. As time wears on, we believe the majority of these licenses will largely age out. Excluding all 2,400 of these licenses from our total sales force provides a more appropriate and conservative understanding of the underlying size of our sales force and the foundation for future growth. The pandemic presented us with numerous unique challenges over the last year, yet we were able to navigate these obstacles by adapting quickly to a remote framework -- remote work environment and by embracing web conferencing tools that will have a lasting benefit to our sales force. We remain committed to growing our sales force and expect to end the year at around 131,000 life licensed representatives after all the COVID-temp licenses and extended renewals have expired compared to a normalized count of 130,700 at the end of 2020. Turning to slide five. Consumer sentiment for the value of life insurance remains strong, which is most evident in our persistency levels. Sales are also robust. However, we are finding that some individuals, both clients and reps, are also focused on resuming normal everyday activities, which competes with their urgency to obtain insurance coverage. Nonetheless, we issued nearly 90,000 new life insurance policies during the quarter, a figure that is slightly below last year's second quarter record levels yet outstanding by historical standards. Productivity remains above our historical range at 0.23 policies per life license representative per month and total face amount grew to $887 billion in force at quarter end. Looking ahead, as we see trends normalizing, we project full year-over-year life sales to decline approximately 5% versus last year's elevated levels. Turning to slide six for a review of our Investment and Savings Products segment results. Sales exceeded $3 billion for the first time in history with solid demand from both the U.S. and Canada clients and across all product lines, including mutual funds, annuities and managed accounts. Strong equity markets continue to contribute to investors' confidence and help drive sales. Net inflows at $1.2 billion during the quarter were twice the level in the prior year period and slightly above the $1.1 billion in the first quarter of 2021. This level of sustained net inflows is a function of strong sales and investors' decisions to stay invested. We believe our redemption levels remain well below the industry rates. We ended the quarter with client asset values of $92 billion, a 34% increase year-over-year, combining strong equity markets and nearly $3.5 billion of net new inflows over the last 12 months. Barring an unforeseen period of market uncertainty, which would have a negative impact on investor sentiment, we expect third quarter investment sales to grow in the 30% to 40% range versus last year's third quarter. We're making steady progress in our U.S. mortgage distribution business and continue with our deliberate efforts to expand distribution. We are now actively engaged to do business in fiftheen states with about 1,000 license representatives. We estimate the mortgage business will earn around $4 million in pre-tax earnings during the second half of 2021 for a full year total of $7 million. Because of the positive impact, we believe the mortgage business brings to recruiting, life and ISP sales and client satisfaction. We've begun a mortgage referral program in Canada. While providing similar positive overall business dynamics, this referral program does not require licensing of our representatives in Canada and provides much smaller economics for the company. We're seeing good response from our reps and clients to this offering, which rounds out the full-service client experience. Our acquisition of e-TeleQuote closed on July one and we're excited about adding senior health offerings to Primerica's financial solutions for middle-income families. In addition to e-TeleQuote's existing distribution model, we're in the process of rolling out a pilot referral program, leveraging Primerica's strong relationships between our sales force and our clients. I look forward to updating you on our progress in the coming quarters. Starting with our Term Life segment on slide seven. This quarter marks the first period where COVID impacted both the current and prior year periods. Segment results were very strong and operating revenues of $384 million increased 17% and pre-tax operating income of $117 million rose 23% year-over-year. As Glenn discussed, term life sales were down slightly from last year's highly elevated levels. Consumer sentiment for protection products continues to be favorable as reflected in record levels of policy retention. Persistency improved across all durations over the prior year period, which was already at historically elevated levels. Given more context, lapse rate in last year's second quarter was 50% lower than 2019 levels, while the current quarter lapses were an estimated 25% lower than 2019. The compounding impact of sustained higher sales and policy retention over the last five quarters drove 16% growth in adjusted direct premiums year-over-year. adding $11 million to pre-tax income over baseline 2019 levels. The similar contribution in 2020 was $3 million. The higher persistency lowered DAC amortization by $14 million, which was partly offset by $6 million in higher benefit reserves for a net contribution of $8 million to pre-tax income for the quarter. The net contribution in the prior year period was $4 million. Current period claims remained elevated in comparison to our historical experience. We incurred about $6 million in COVID claims and an additional $3 million of claims that were not identified as COVID for a total of nine million excess claims for the quarter. This compares to $10 million of excess claims in the prior year quarter, which were fully attributable to COVID debt. The $6 million of COVID claims was in line with our expectations but increased our experience from $10 million per 100,000 population deaths to $13 million per 100,000 population deaths. The increase was caused by higher COVID-related deaths in Canada, which has historically had lower reinsurance coverage and therefore, a higher average retained face now. It's not unusual for us to experience normal claims volatility in the $3 million range in the quarter. And at this point, we believe this to be the case. That being said, there was a lot of discussion in the news about the impact of delayed medical care and the behavioral health crisis, which could have impacted recent claims activity. We continue to monitor our experience for any emerging trends. The level of vaccinations and their efficacy against strains of the virus are key to determining the ongoing level of COVID-related deaths. Looking at the third quarter, we estimate $6 million in COVID claims for the quarter based on an estimated 57,000 population deaths, including 500 deaths in Canada. We expect lapses to begin normalizing later in 2020 -- excuse me, 2021. However, we have yet to see movement in that direction, and it remains difficult to predict the extent to which we will see a permanent improvement in persistency from pre-COVID levels. Any such improvement in persistency would be favorable to margin, resulting in a benefit ratio being higher and the DAC ratio being lower than pre-COVID levels. If the improvement is in the 10% range, margins would likely increase 80 to 100 basis points from where they were prior to the pandemic. Insurance expense ratio remained below its pre-COVID historical average during the quarter at 6.6% compared to 6.8% in the prior year period as higher adjusted direct premiums led to greater fixed cost absorption. Turning to the ISP segment on slide eight. Operating revenues of $238 million increased 45% and pre-tax income of $71 million was 52%. These year-over-year comparisons reflect continued strong sales, which Glenn discussed earlier and significant asset appreciation over the last year. The 67% increase in sales base revenues was somewhat lower than the growth in revenue generating sales due to an increase in large dollar trades, which have a lower commission rate. Many of the large dollar trades are coming from retirement plan rollovers with job turnover on the line and a greater number of baby boomers deciding to retire. Asset-based revenues increased 39%, largely in line with the higher average client asset value. Our sales and asset-based commission expenses increased in line with the associated revenue. Other operating expenses grew by 11%, largely driven by fees based on client asset value. Canadian segregated fund DAC amortization for the quarter was at a normal run rate, but was $1.7 million higher than the prior year due to a significant market correction that occurred during the second quarter of 2020. Moving next to our Corporate and Other Distributed Products segment on slide nine. The adjusted operating loss increased by $5.2 million compared to the prior year excluding $2.1 million in transaction-related expenses incurred during the quarter as a result of the acquisition of e-TeleQuote. The year-over-year change results reflects around $3 million higher employee and technology-related costs as well as $1.6 million of higher reserves on a block of discontinued business due to the low interest rate environment and improved persistency. Allocated net investment income in the segment declined by $2 million largely driven by a higher allocation to the Term Life segment to support growth in that business, along with lower overall yield on the invested asset portfolio. Our growing mortgage business added a net $1.6 million to pre-tax income during the quarter year-over-year. Consolidated insurance and other operating expenses on slide 10 were in line with expectations that are $113 million during the second quarter, rising 13% or $13 million over the prior year. The increase was largely driven by growth in our businesses. We anticipate third quarter insurance and other operating expenses in our three existing segments to be approximately $119 million or 12% higher than the prior year period. Beginning next quarter, our disclosures will be expanded to including four segments: senior health, which will capture revenues and expenses associated with the distribution of Medicare-related insurance policies by e-TeleQuote, including earnings generated from sales force by Primerica labs. Our intent is to continue to remove transaction-related costs, which are specific to the purchase of e-TeleQuote and that we view as onetime in nature from our operating results. These costs include fees necessary to close the transaction. Other onetime costs that assist us in integrating e-TeleQuote into our organization and the adjustments to certain items recognized for purchase accounting. Other integration-related costs that are ongoing in nature will be shown as operating expenses in the Senior Health segment. Turning to slide 11. The unrealized gain on our invested asset portfolio at the end of June was $123 million, up from $98 million at the end of March as rates declined and credit spreads tightened. The portfolio remains of high quality and well diversified across sectors and issuers. The NAIC recently adopted new bond factor to be used in the calculation of RBC that go into effect for 2021 year-end reporting. Modeling our June 30 RBC ratio using these factors, we estimate our ratio will be reduced by approximately ten to fifteen basis points. We believe this change is small enough to not require significant changes to our invested asset portfolio. With the new bond factors, Primerica Life estimated risk-based capital ratio is about 410% at the end of the second quarter, and we plan to remain above 400% for the rest of the year as we continue to fund business growth and take ordinary dividends to the holding company. On slide 12, holding company liquidity at June 30 was $656 million reflecting the buildup in anticipation of the e-TeleQuote acquisition and includes the $125 million draw against our revolving credit facility. Immediately following the closing on July 1, holding company liquidity was approximately $169 million. ","primerica q2 adjusted operating earnings per share $3.25. q2 adjusted operating earnings per share $3.25. q2 revenue rose 25 percent to $654.7 million. " "Joining our call today are our Chief Executive Officer, Glenn Williams; and our Chief Financial Officer, Alison Rand. We will also reference certain non-GAAP measures, which we believe will provide additional insight in the company's operations. Our strong results continue to reflect our ability to adapt to the changing business environment. Since the emergence of COVID-19, Primerica has been educating and assisting clients in choosing the right protection products to meet their family's insurance needs. As a reaction to the pandemic phase, we are helping guide clients' investment decisions and assisting families as they prepare for a more financially secure future. These last 18 months are a perfect example of the balance and resilience of our business model. I'm proud how quickly our sales force is adapted to a combination of virtual and in-person client interactions to continue serving middle-income families when they need us most. Over the same 18 months, we've delivered on our strategic goal of expanding our product offerings. We moved from pilot to full rollout of the new mortgage business, which continues to grow as we gain experience. We also launched our senior health referral program during the third quarter, further rounding out a balanced product platform to help clients through every financial step of their life journey. Looking at the third quarter, we continue to set new records with Investment and Savings sales up more than 50% year-over-year. At $8.7 billion, total sales during the first 9 months of 2021 have already eclipsed full year 2020 levels, and we're on pace to break $10 billion in annual sales for the first time in our history. As anticipated, sales in our Term Life segment have started to normalize versus their COVID peak. And while sales are down versus the record levels, we forecast full year sales to be about 10% above pre-pandemic levels. We also expect to surpass $900 billion of face amount in force by the end of the year, another milestone in our corporate history. Starting on Slide 3, adjusted operating revenues of $692 million increased 22% compared to the third quarter of 2020 and diluted adjusted operating income per share of $2.98 increased 7%. These results include an adjusted net operating loss of $4.6 million or $0.12 per diluted adjusted operating earnings per share for our newly acquired interest in e-TeleQuote. ROAE at 24.1% during the quarter remained strong. Turning to Slide 4. We added nearly 92,000 new recruits during the quarter, down from the third quarter of last year when focus and urgency driven by the pandemic created tailwind. It's worth noting that recruiting remains strong compared to pre-pandemic levels. We believe our success and proven track record continue to make our business opportunity attractive to aspiring entrepreneurs. Disruption and discontent in the job market create more people looking for alternatives to their current career paths, and these individuals may be interested in joining our business. Throughout the COVID-19 pandemic, the process for licensing new recruits has been impaired. Early on, the impact was overshadowed by states implementing short-term accommodations. Now that these programs have ended, current licensing numbers reflect the difficulties. Key among the issues is the difficulty in getting new recruits to complete training class. In-person classroom training provides the greatest completion rates. However, distractions associated with the reopening of the economy and a degree of hesitancy by some to congregating classrooms is impeding progress. Online training alternatives offer ease of access, but often do not have high completion rates due to their lack of disciplined and accountability. We continue to adapt in order to overcome this dilemma by offering more classroom options that appeal to a variety of schedules, increasing our messaging and incentives and better equipping our field leaders to overcome resistance. A total of 9,381 individuals obtained a new life license during the quarter, which is below our historical pull-through rate. We believe this is a reflection of the current COVID environment rather than an underlying challenge in our ability to get new recruits licensed. A key part of our messaging to the field leadership includes the importance of keeping new recruits engaged and moving toward a permanent license. We ended September with approximately 130,000 Life licensed representatives included in the total of about 800 individuals with either a co-contemporary license or a license with an extended renewal date. As we noted last quarter, we now expect the majority of these licenses to age out, placing the normalized size of the sales force around 129,200. Normalizing all periods to provide an apples-to-apples comparison, we ended June 2021 with 129,600 life licenses and December 2020 with 130,700 life licenses. At this time, we expect to end 2021 with a sales force size roughly equal to the prior year end's normalized number, which would be a significant achievement given the numerous challenges we've navigated. Turning to the next slide to review our Life Insurance segment. While a pullback from COVID heightened sales levels was expected, we also believe that clients continue to place a higher value on financial protection for their families as sales remained above their pre-pandemic levels. During the third quarter, we issued nearly 76,000 new life insurance policies with productivity at 0.19 policies per life license representative per month well within our historical range. Total face amount of $894 billion in force rose 6% year-over-year. We project fourth quarter sales to decline between 13% and 15% year-over-year. While full year results would be down approximately 8% versus 2020's elevated levels, it will still represent more than a 10% increase over pre-COVID 2019 full year results. Highlights from our Investment and Savings Products segment are presented on Slide 6. Sales of $2.8 billion were up 52% year-over-year. The strength of equity markets continues to support investors' confidence to invest for the future. Solid demand persisted across all our investment products, including mutual funds, annuities and managed accounts. Net inflows of $1 billion during the quarter remained well above historical levels. Despite these robust inflows, significant equity market volatility during the quarter kept ending asset levels largely unchanged versus June levels. Barring an unexpected change in market sentiment, we expect the fourth quarter investment sales to grow between 20% and 25% year-over-year and more than 40% full year 2021 versus 2020. As I noted earlier, we've made significant strides in expanding our product offering over the last 2 years. In our new mortgage business, we continue to make steady progress and are now actively doing business in 17 states through more than 1,200 license representatives. We have closed nearly $1 billion in U.S. mortgage volume through the third quarter of this year, eclipsing the $442.5 million closed in the entire 12 months of 2020. During the third quarter, we started to roll out the senior health referral program to Primerica representatives. We've had broad acceptance of the launch from field leaders and Primerica reps are excited about how well the program serves their clients' needs. We're seeing encouraging lead generation results since the Medicare annual election period began in mid-October. After our first quarter of ownership, we were excited by the opportunities and are gaining experience in leading our senior health business. Current headwinds caused by labor market issues have caused e-TeleQuote to experience recruiting and retention issues with the Senior Health sales center employees. Given the lower staffing levels coming into AEP, we expect fourth quarter approved policy levels to be around 36,000 to 40,000 or approximately double third quarter levels. We believe this labor market imbalance is temporary and expect the return to more favorable conditions, which will improve our ability to attract quality agents that are essential to scaling the e-TeleQuote business. We're investing in technology and talent consistent with our pre-acquisition plans. We believe in the long-term attractiveness of both e-TeleQuote and the senior health industry, and we are positioning ourselves to take advantage of this growing market. As we look forward to 2022, we have confidence that we will continue to thrive in any business environment and be better positioned for ongoing success. Our plans for the new year include a powerful live senior field leader event in early January to set an energetic tone for the year. In June, we returned to the Mercedes-Benz Stadium for our biannual convention and the opportunity to cast our vision for the future, introduce product improvements and recognize our success. Today, I will take you through third quarter results, including those for our new Senior Health segment, and highlight key additions to our financial metrics and disclosures introduced as part of the acquisition of 80% of e-TeleQuote on July 1. Starting on Slide 7 with our Term Life segment, Topline growth remained strong with operating revenues up 12% to $401 million, driven by 13% growth in adjusted direct premiums. The compounding impact of 18 months strong sales and policy persistency continues to drive adjusted direct premium growth and added $12 million pre-tax income during the quarter. This compares to $5 million added in the prior year period. Third quarter net COVID-related death claims were $14 million, up from $8 million in the prior year period. This was above our prior estimate as the Delta wave led to higher COVID-related population deaths in the U.S. and Canada. The rate of COVID mortality in our insured population also increased from around 11 million to 14 million per 100,000 deaths. The increased rate was largely driven by deaths impacting younger individuals who are more heavily represented in our insured population and higher volume of claims in states where vaccination rates have been low. COVID claims continue to be linked to older policies with less than 1% of claims coming from policies issued since the onset of the pandemic. We incurred about $2 million of excess death claims in the quarter, not specifically identified as COVID, but that we believe are indirectly tied to the pandemic, either through delayed medical care, societal issues such as crime or the behavioral health crisis. We continue to monitor our experience for any emerging long-term trends. From a P&L perspective, this excess mortality was fully offset by a reduction in the reserves held for policy riders that provide for premiums to be waived if an individual becomes disabled. Main drivers of the reductions were higher death claims in the waived population, along with expanding our third-party disability claims management to include Canada. During the third quarter, lapses remained around 25% to 30% lower in pre-COVID levels for all durations except duration one, which was about 15% lower. Compared to the pre-pandemic baseline, DAC amortization was favorable by $11 million, offset by $6 million in higher benefit reserves due to strong persistency for a net favorable impact of $5 million to pre-tax income. The third quarter of 2020 experienced record persistency with lapses around 35% lower than pre-COVID across all durations, including Duration one for a net contribution to pre-tax income of $14 million. Last year, we highlighted that these levels were unsustainable and as such, expected lapses to normalize over time. Year-over-year DAC amortization was higher by $11 million and benefit reserves were lower by $2 million due to persistency changes with the increase in DAC amortization largely driven by duration one. Given the higher COVID-related death claims and lower net contribution provided by persistency, pre-tax income growth was compressed to 2% year-over-year with margins remaining around 20%. Looking to the fourth quarter, we expect adjusted direct premiums to grow by approximately 12% year-over-year and future growth rates to taper as we layer our new business and transact the pre-pandemic activity levels. COVID-related deaths are estimated at $14 million based on 100,000 projected population deaths in the U.S. and Canada. We expect strong persistency to continue lapses that are 20% to 25% lower than pre-pandemic levels across all durations except duration 1, where we expect lapses to be around 15% lower. This translates to a similar persistency-related impact as seen this quarter. We do not expect the new business assumption review performed annually in the fourth quarter to have a notable impact on earnings. Overall, we anticipate Term Life margins in the range of 19% to 20% for the fourth quarter. Turning next to the results of the ISP segment on Slide 8. Operating revenues of $233 million increased $57 million or 32% year-over-year. Our pre-tax income of $69 million increased 35%. Third quarter results continue to reflect the combined benefit of strong sales volumes across all products and the positive impact of equity market appreciation. Sales-based revenues increased 45%, slightly slowed the growth in revenue-generating sales due to a higher proportion of sales volumes in large dollar trades, which have a lower commission rate. Asset-based revenues increased 31%, reflecting a similar increase in average client asset value. Both sales and asset-based commission expenses increased in line with the associated revenue. As Glenn mentioned, we expect fourth quarter ISP sales to grow between 20% and 25% year-over-year. Based on the current sales mix, this would increase sales-based net revenue by approximately $4 million over the prior year period. Assuming no significant market movement during the quarter, average assets under management would be approximately 20% higher year-over-year and asset-based net revenues would increase $7 million. Turning to Slide 9. This quarter, we are introducing our Senior Health segment as a result of the acquisition of 80% of e-TeleQuote. The acquisition is being counted for as a business combination in accordance with GAAP, which generally requires the purchase price in excess of the estimated fair values of net assets acquired to be recorded as goodwill. The table on Slide 9 shows the preliminary purchase price allocation, which is subject to change at fair values of the net assets acquired or finalized. The most significant assets acquired were renewal commissions receivable for policies sold by e-TeleQuote prior to the acquisition date and identified intangible assets. The key identified intangible asset is relationships with health insurance carriers of $159 million, which will be amortized over its estimated useful life of 15 years. In the current period, we had intangible amortization expense of $2.9 million related to acquired intangible assets recognized in the operating results of our Senior Health segment. The e-TeleQuote purchase agreement provides for the payment of contingent consideration in the form of earn-out payments to the Term shareholders based on e-TeleQuote's achieving earnings results as defined in the purchase agreement for the calendar year ending 2021 and 2022. Given the substantial earnings required to achieve the earn-out, we do not anticipate nor did we expect many payments will be made. As such, we have not recognized the liability for the earnout in our preliminary purchase price allocation and do not anticipate recognizing any expense associated with it. We will acquire the remaining 20% interest at e-TeleQuote, which is held by or for the benefit of e-TeleQuote's management through a series of puts and calls based on formulaic price defined in the purchase agreement. We have recognized the remaining interest outstanding in the preliminary purchase price allocation in 2 categories: redeemable non-controlling interest; and liability classified share-based compensation based on the terms and conditions of the individual shares. And post-acquisition share-based compensation expense for the applicable shares as well as adjustments for change in the fair market value of liability classified shares subsequent to the acquisitions are excluded from our operating results as they represent acquisition-related expenses that will not reoccur subsequent to the exercise of the protocol. The key areas of focus as we evaluate Senior Health performance going forward will be approved policies, commissions and fees, which includes both the lifetime commission revenues recognized at point of sale and any subsequent tail commission adjustments for changes in estimates on policies issued in previous periods and contract acquisition costs. Other drivers include marketing development revenues reflected in other revenues and other operating expenses. Each of these items is defined further on Page 13 of the financial supplement, where we also highlight the non-controlling interest and other purchase-related accounting items discussed earlier. As the post-acquisition business matures, we plan to add cash collections by cohort to track the time it takes for the cohort of approved policies to become cash positive to our quarterly earnings discussion. The Senior Health business experiences some notable seasonality with the fourth quarter being the strongest due to the annual election period or AEP, which runs from mid-October early December. AEP generally has peak levels of demand, and as a result, e-TeleQuote has higher agent count. The open enrollment period or OEP, during the first quarter is generally another strong period as individuals have an opportunity to switch between Medicare Advantage plans. The second quarter tends to be a period of focus on individual to qualify for both Medicare and Medicaid, those who are allowed a special enrollment period and those aging into Medicare or coming from an employer sponsor plans. Before of potential sales opportunities in the second quarter decreases relative to OEP and AEP, however, volumes are adequate to avoid laying off of quality agents. The third quarter is typically the weakest quarter of the year financially with growing agent counts leading into AEP and lower lead volume, a basic supply and demand imbalance. During the quarter, the Senior Health segment had an adjusted operating loss before taxes of $6.6 million, including purchase accounting adjustments. As Glenn referenced, throughout COVID, there has been pressure around hiring and retaining the quality of agents e-TeleQuote typically attracted prior to COVID. While there are generally third quarter hiring and preparation for AEP, heightened turnover early in the year led to higher-than-usual levels of hiring, training and licensing in the third quarter. The cost associated with this drove contract acquisition costs per approved policy up to $1,287, which when combined with the low supply of leads typical in the quarter resulted in a loss for the period. While staffing challenges remain in the fourth quarter, we believe the lead supply benefits of AEP, along the incremental Primerica generated leads will provide a positive impact to profitability. We anticipate pre-tax operating earnings to be in the $20 million range fourth quarter with lifetime value commissions around $1,170 and contract acquisition costs around $640 per approved policy. Moving next to Slide 10 in our Corporate and Other Distributed Products segment, the adjusted operating loss increased by $1.5 million year-over-year to $13.5 million. Commissions and fee revenue were higher by $6 million, including $3.7 million from mortgage sales. This was partially offset by $3.7 million lower net investment income as portfolio yields were lower and the allocation to the Term Life segment increased in support of the growing book of business. Adjusted benefits and expenses increased $3.7 million, largely due to the expansion of the mortgage program, including $2.6 million higher sales commissions and operating expenses. Operating results for the Corporate and Other segment excludes certain costs related to the acquisition of e-TeleQuote, most notably $9.6 million in transaction-related expenses. Turning to Slide 11. Consolidated insurance and other operating expenses increased $17.3 million or 16% year-over-year with $7.5 million coming from Senior Health and the remainder due largely to growth in our businesses. Expenses were lower than projected last quarter, in part due to the timing of certain technology projects, lower licensing costs and savings on miscellaneous items. Looking ahead, we expect fourth quarter insurance and other operating expenses to be around $129 million, including the layering unit e-TeleQuote other operating expenses of $8 million. Turning to Slide 12. Consolidated net investment income was $20 million, down slightly from the prior year period due to lower effective yields, partially offset by an increase in the size of the portfolio. The portfolio had unrealized gains at the end of September of approximately $108 million, down slightly from the end of June as rates rose during the quarter. The portfolio remains of high quality and well diversified across sectors and issuers. On Slide 13, liquidity at the holding company remains strong, with invested assets in cash of $192 million. The Primerica Life statutory risk-based capital ratio is estimated to be 420% at quarter end using the new NAIC bond factor approach. We estimate that funding needed to support the Senior Health business in 2022 to be in the high $70 million range, up from earlier expectations of the mid-$40 million range. The increase in negative cash flow is driven by lower-than-anticipated marketing development funds from carriers, elevated charge backs on the 2020 AEP book of business as seen throughout the industry and higher agent related costs as described earlier. Given anticipated growth in this business, we expect negative cash flow to decline over time and approach breakeven in about 6 years. Given our current liquidity and strong capital generation from our other businesses, this increase can be easily absorbed without any changes to our capital deployment plan for operations. ","q3 adjusted operating earnings per share $2.98. q3 revenue rose 22 percent to $693.2 million. " "Actual results could differ materially from such statements and our forecast. In particular, there remains significant uncertainty around the duration and impact of COVID-19. This means that results could change at any time, and the contemplated impact of COVID-19 on the Company's business results and outlook is the best estimate, based on the information available as of today. As a reminder, during the call we will discuss non-GAAP metrics. Before I hand the call over, I'd like to remind our investors and analysts about our upcoming virtual Investor Fireside Chat, taking place on November 17th from 1:30 PM to 3:00 PM Central Time during the 2021 PROS Outperform conference. We ended the quarter with significant outperformance on our guidance ranges for profitability and cash flow, and delivered revenue results in line with our expected ranges. We did see impact from the Delta variant in our Q3 results and our Q4 outlook. Stefan will expand on this later. Our strategy is to accelerate market adoption of the PROS Platform, deliver an incredible experience and drive significant value for our customers. Despite the challenges we faced because of COVID-19, our team continues to execute well against our strategy. We continue to drive incredible value for customers, evident by our expanding partnerships and best-in-class gross revenue retention rates. We received industry recognition of our leadership in both CPQ and Price Optimization and Management. When I look at all of this and the progress of the recovery, I couldn't be more excited for what is to come. In Travel, we're starting to see international restrictions ease, and some carriers are seeing significant increases in passenger demand as a result. For example, when the announcement was made that the Europe to U.S. travel ban would be lifted in November, carriers saw an immediate 140% increase in ticket sales in a single week for European travelers. This demonstrates the pent-up demand for travel, both leisure and business, and energizes us for the pace of recovery heading into 2022, as more borders open. Historically, this market segment didn't have access to the best-of-breed, AI-powered revenue management solutions. We designed our PROS RM Essentials edition on the PROS Platform to enable teams of any size to adopt to our industry-leading AI and grow with PROS over time. With PROS RM Essentials, customers like Air Transat and Scoot can forecast demand and dynamically priced to maximize revenue. Now, moving to B2B; in the healthcare space, we're seeing demand for our solutions, as companies look to digitize their selling motions. We're also seeing momentum in transportation and logistics, where companies are looking to PROS to enable them to deliver a frictionless sales experience, as demand continues to rise. This year, air cargo demand is expected to increase approximately 20% year-over-year. In Q3, Emirates SkyCargo adopted our B2B Platform to empower their customers with a self-service buying experience, to drive a higher conversion of sales, using our omnichannel quoting capabilities and capacity-aware price guidance. Similarly, Marken, a division of UPS Healthcare Logistics, that is essential in the delivery of vaccines globally, also adopted our B2B Platform to power digital selling across their enterprise. Our latest innovations are also inspiring existing customers to expand their partnerships with PROS. In Q3, TE Connectivity, a PROS customer of eight years, chose to migrate to our cloud platform, which allowed them to expand adoption across their business. TE Connectivity is a leading manufacturer of electronic connectors and sensors that powers vehicles, factories, and homes across the globe. With hundreds of billions of products manufactured annually, TE Connectivity is relying on the scale, speed, and precision of PROS' Price Optimization and Management capabilities to drive winning offers. Honeywell also expanded adoption of our Price Optimization and Management solution. Like many businesses today, Honeywell is experiencing the impact of rising commodity prices and the risk of inflation. To effectively manage volatility and continue to produce winning offers, Honeywell named PROS as their global pricing solution vendor, and is actively rolling out our solution to all their strategic business units. Sheila Jordan, Honeywell's Chief Digital Technology Officer, will be joining me in my keynote at Outperform, to share more on their success with PROS. Now, I am excited to share that we have been named a Leader in the 2021 Gartner Magic Quadrant for Configure, Price and Quote Application Suites. Our flexibility to support omnichannel selling, the combination of pricing and selling capabilities in a single platform, the performance, usability, and scalability of our platform were all cited as key strengths. We also had the honor of once again being named a Leader in the 2021 IDC MarketScape Assessment of Worldwide B2B Price Optimization and Management Applications. IDC emphasized the ease of use and transparency within our solutions as a key differentiator. A core part of our strategy has been making our AI algorithms accessible, explainable, and extensible, which allows companies of all sizes to adopt our market-leading AI-powered platform. As an engineer at heart, I'm incredibly proud of the market recognition we're receiving for our innovations, and I would like to express my deep gratitude to our amazing Product and Engineering teams. With these most current designations, we're the only platform with a leadership position in both the CPQ and Price Optimization and Management markets. In addition to our product awards, I am thrilled to share that PROS has been Certified by Great Places to Work for the second year in a row. This year's designation extends the Company's original certification to all eligible countries, recognizing our inclusive, people-first culture on a global scale. This award is based entirely on what current employees have to say about working at PROS, which is what makes this award so special to me. Finally, in September, we announced Rob Reiner's intention to retire from PROS. As Chief Technology Officer, Rob has been key in driving our culture of innovation forward. Rob joined PROS in 2016 to lead our pivotal transition to the cloud. With his leadership, we transformed our Travel and B2B solutions into the most comprehensive and innovative SaaS offerings in their markets. Succeeding Rob, Ajay Damani has been promoted to the role of Executive Vice President of Engineering, and Sunil John has been promoted to the role of Chief Product Officer. Ajay and Sunil each have over 15 years of experience with PROS, and have been a huge part of our success. I look forward to working closely with them, and continuing to accelerate our innovation leadership. In closing, I'm proud of how our team is executing to drive adoption in the market, deliver industry-leading innovations through our platform, and create a culture that empowers every employee to reach their full potential. In the third quarter, we significantly outperformed our profitability and cash flow metrics and delivered revenue results that were in line with our expectations. Our team continues to look for ways to drive efficiencies, as well as improve our customer satisfaction and collection processes. As a result of our strong operational execution, our outlook for the full year is now much better on profitability and cash flow. As Andres mentioned, the ongoing impact from COVID-19 and specifically the Delta Variant, did affect some of our travel customers in the third quarter. Examples of the impact during the quarter include; a travel customer declaring bankruptcy, a small number of contract restructurings, and some of our new opportunities and implementations being pushed by a few months. Individually, none of these items significantly impacted our revenues, but the combination of these items did impact our subscription and services revenues slightly in the third quarter. These items will also impact our fourth quarter revenues, and we expect total revenue for the year to be at the low end of our previous annual guidance range. All of these items impacting the second half of 2021 are temporary in nature. We expect to recover most, if not all, of these amounts during 2022. Now moving on to our results; subscription revenue in the third quarter was $44.1 million, up 5% year-over-year and total revenue was $62.7 million, up 2% year-over-year. Our third quarter recurring revenue was 84% of total revenue. Our gross revenue retention rate for the trailing 12 months was approximately 91%. As a reminder, we disclose gross revenue retention rates, not net revenue retention rates. Gross revenue retention does not include bookings from existing customers, which can mask real customer churn. Our revenue retention rates have continued to improve throughout 2021 and we anticipate ending the year at approximately 93%. This returns us to world-class gross revenue retention rates and demonstrates the value our customers see in our solutions. Our non-GAAP total gross margins improved sequentially again to 61%, and our non-GAAP subscription gross margins were 72%, which are up sequentially from 71% and also up year-over-year. We expect subscription margins to remain relatively constant in the fourth quarter of 2021. We also continue to make steady progress on our services margins and were within $200,000 of breakeven in the third quarter. As I mentioned before, we continue to make progress on adjusted EBITDA and were very pleased with our performance this quarter. Adjusted EBITDA loss was $4.4 million as compared to $6.2 million last year. Revenue growth and reduced operating expenses led to this improvement. Total operating expenses declined by 5% in the quarter and 6% in the first nine months of the year. I am proud of our team's strong operational execution and how we continue to look for ways to drive more efficiency into our business. Our calculated billings decreased 5% for the quarter and for the trailing 12 months. And as previously mentioned, we anticipate calculated billings will grow in the fourth quarter, which would result in full year growth of at least 10%. Our free cash flow burn was $8.5 million in Q3 and $18.9 million year-to-date, a significant improvement over last year, driven by a combination of operating expense efficiencies, strong customer collections, and better gross revenue retention rates. We exited the third quarter with $308.6 million of cash and investments. We also made nice progress toward our year-end target of adding quota-carrying personnel, and we ended the quarter with 64. We were able to hire ahead of plan, which allows our new team members to ramp up, so that they can be productive earlier in 2022. We do not anticipate growing this metric further in the fourth quarter. And as previously discussed, we expect to exit the year with 60 or more quota-carrying personnel. Now turning to guidance; we expect Q4 subscription revenue to be in the range of $45 million to $45.5 million and total revenue to be in the range of $63 million to $64 million. We expect fourth quarter adjusted EBITDA loss to be between $9 million and $10 million. Using an estimated non-GAAP tax rate of 22%, we anticipate fourth quarter non-GAAP loss per share of between $0.22 and $0.24 per share, based on an estimated 44.4 million shares outstanding. For the full year, we expect subscription revenue to be in the range of $176 million to $176.5 million and total revenue to be in the range of $249.5 million to $250.5 million. We expect an adjusted EBITDA loss of between $27.3 million and $28.3 million, and a free cash flow burn between $22 million and $25 million. We also expect our ending ARR on a constant currency basis to be between $214 million and $217 million. ","qtrly total revenue $62.7 million versus $61.5 million. sees q4 non-gaap loss per share $0.22 to $0.24. " "Slide 2 contains our safe harbor statement. For the fourth quarter, we had adjusted earnings of 1.3 billion or $2.94 per share. For the year, adjusted earnings were 2.5 billion or $5.70 per share. We delivered record results in midstream, chemicals and marketing and specialties, demonstrating the strength of our diversified portfolio. For the third quarter in a row, we saw improved refining performance. Looking ahead, we're optimistic about the outlook for our business. In 2021, our employees exemplified the company's values of safety, honor, and commitment. Our 2021 combined workforce total recordable rate of 0.12 was more than 25 times better than the U.S. manufacturing average. Last year, our strong cash flow generation allowed us to invest $1.9 billion back into the business, returned $1.6 billion to shareholders, and paid down $1.5 billion of debt. The 2022 capital program of $1.9 billion reflects our commitment to capital discipline. Approximately 45% of our growth capital this year will support lower carbon opportunities, including Rodeo Renewed. As cash flow improves further, we'll prioritize shareholder returns and debt repayment. In October, we increased the quarterly dividend to $0.92 per share. We remain committed to a secure, competitive, and growing dividend. We'd like to resume share repurchases this year and on our path toward getting back to pre-COVID debt levels over the next couple of years. We're taking steps to position Phillips 66 for the long-term competitiveness. Across our businesses, we're assessing opportunities for permanent cost reductions. Mark and Kevin are leading this initiative and will provide additional details on the first quarter call in April. We're committed to a lower carbon future while continuing to deliver our vision of providing energy and improving lives around the globe. We announced targets to reduce greenhouse gas emissions intensity last year. By 2030, we plan to reduce Scope 1 and Scope 2 emissions by 30% and Scope 3 emissions by 15% compared to 2019 levels. In the fourth quarter, we had strong earnings from midstream, chemicals, and marketing and specialties, and we saw a continued recovery in refining profitability. We made progress advancing our growth projects as well as taking strategic actions to position Phillips 66 for the future. In midstream, we began commercial operations of Phillips 66 Partners' C2G Pipeline. At the Sweeny Hub, construction of Frac 4 is 50% complete, and we expect to begin operations in the fourth quarter of this year. CPChem is investing in a portfolio of high-return projects, growing its asset base as well as optimizing its existing operations. This includes growing its normal alpha-olefins business with a second world-scale unit to produce 1-Hexyne, a critical component in high-performance polyethylene. CPChem is also expanding its propylene splitting capacity by 1 billion pounds per year with a new unit located at its Cedar Bayou facility. Both projects are expected to start up in 2023. CPChem continues to develop two world-scale petrochemical facilities on the U.S. Gulf Coast and in Ras Laffan, Qatar. In addition, CPChem completed its first commercial sales of Marlex Anew Circular Polyethylene, which uses advanced recycling technology to convert difficult-to-recycle plastic waste into high-quality raw materials. CPChem has successfully processed pyrolysis oil in a certified commercial scale trial and is targeting annual production of 1 billion pounds of circular polyethylene by 2030. During the year, we began renewable diesel production at the San Francisco refinery and continued to progress Rodeo Renewed, which is expected to be completed in early 2024, subject to permitting and approvals. Upon completion, Rodeo will initially have over 50,000 barrels per day of renewable fuel production capacity. The conversion will reduce emissions from the facility and produce lower carbon transportation fuels. In marketing, we acquired a commercial fleet fueling business in California, providing further placement opportunities for Rodeo renewable diesel production to end use customers. Additionally, our retail marketing joint venture in the Central region acquired 85 sites in December, bringing the total to approximately 200 sites acquired in 2021. These sites support long-term product placement and extend our participation in the retail value chain. Our Emerging Energy Group is advancing opportunities in renewable fuels, batteries, carbon capture, and hydrogen. We recently signed a technical development agreement with NOVONIX to accelerate the development of next-generation materials for the U.S. battery supply chain. We own a 16% stake in the company, extending our presence in the battery value chain. In December, we entered into a multiyear agreement with British Airways to supply sustainable aviation fuel produced by our Humber Refinery beginning this year. For 2022, we'll execute our strategy with a focus on operating excellence and cost management. We will do our part to advance the lower carbon future while maintaining disciplined capital allocation and an emphasis on returns. Starting with an overview on Slide 4, we summarize our financial results for the year. Adjusted earnings were $2.5 billion or $5.70 per share. We generated $6 billion of operating cash flow or $3.9 billion excluding working capital. These results reflect our highest annual earnings for the midstream, chemicals, and marketing and specialty segments. Cash distributions from equity affiliates totaled $3 billion, including a record $1.6 billion from CPChem. We ended 2021 with a net debt-to-capital ratio of 34%. Our adjusted after-tax return on capital employed for the year was 9%. Slide 5 shows the change in cash during the year. We started the year with $2.5 billion in cash. Cash from operations was $6 billion. This included a working capital benefit of $2.1 billion, mainly due to the receipt of tax refunds as well as the impact of rising prices on our net payable position. During the year, we paid down $1.5 billion of debt. In November, both S&P and Moody's revised their outlooks from negative to stable. We are committed to further deleveraging as we continue to prioritize our strong investment-grade credit ratings. We funded $1.9 billion of capital spending and returned $1.6 billion to shareholders through dividends. Our ending cash balance increased to $3.1 billion. Slide 6 summarizes our fourth quarter results. Adjusted earnings were $1.3 billion or $2.94 per share. We generated operating cash flow of $1.8 billion, including a working capital benefit of $412 million and cash distributions from equity affiliates of $757 million. Capital spending for the quarter was $597 million. $265 million was for growth projects, which included approximately $100 million for retail investments in the marketing business. We paid $403 million in dividends. Moving to Slide 7. This slide highlights the change in adjusted results from the third quarter to the fourth quarter, a decrease of $105 million. Our adjusted effective income tax rate was 20% for the fourth quarter. Slide 8 shows our midstream results. Fourth quarter adjusted pre-tax income was $668 million, an increase of $26 million from the previous quarter. Transportation contributed adjusted pre-tax income of $273 million, up $90 million from the prior quarter. The increase mainly reflects the recognition of deferred revenue. NGL and other adjusted pre-tax income was $284 million, compared with $357 million in the third quarter. The decrease was primarily due to lower unrealized investment gains related to NOVONIX, partially offset by higher volumes at Sweeny Hub and favorable inventory impacts. Our investment in NOVONIX is marked to market at the end of each reporting period. The total value of the investment, including foreign exchange impacts, increased $146 million in the fourth quarter, compared to an increase of $224 million in the third quarter. The fractionators at the Sweeny Hub averaged a record 417,000 barrels per day, and the Freeport LPG export facility loaded a record 45 cargoes in the fourth quarter. DCP midstream adjusted pre-tax income of $111 million was up $80 million from the previous quarter, mainly due to favorable hedging impacts in the fourth quarter compared to negative hedge results in the third quarter. The actual hedge benefit recognized in the fourth quarter amounts to approximately $50 million. Turning to chemicals on Slide 9. Chemicals' fourth quarter adjusted pre-tax income of $424 million was down $210 million from the third quarter. Olefins and polyolefins adjusted pre-tax income was $405 million. The $208 million decrease from the previous quarter was primarily due to lower polyethylene margins, reduced sales volumes, as well as increased utility costs. Global O&P utilization was 97% for the quarter. Adjusted pre-tax income for SA&S was $37 million, compared with $36 million in the third quarter. During the fourth quarter, we received $479 million in cash distributions from CPChem. Turning to refining on Slide 10. Refining fourth quarter adjusted pre-tax income was $404 million, an improvement of $220 million from the third quarter, driven by higher realized margins and improved volumes. This was partially offset by higher costs. Realized margins for the quarter increased by 35% to $11.60 per barrel. Impacts from lower market crack spreads were more than offset by lower RIN costs from a reduction in our estimated 2021 compliance year obligation and lower RIN prices. In addition, we had favorable inventory impacts and improved clean product differentials. Refining adjusted results reflect approximately $230 million related to the EPA's proposed reduction of the RVO, of which about 75% applies to the first three quarters of the year. Pretax turnaround costs were $106 million, up from $81 million in the prior quarter. Crude utilization was 90% in the fourth quarter and clean product yield was 86%. Slide 11 covers market capture. The 3:2:1 market crack for the fourth quarter was $17.93 per barrel, compared to $19.44 per barrel in the third quarter. Realized margin was $11.60 per barrel and resulted in an overall market capture of 65%. Market capture in the previous quarter was 44%. Market capture is impacted by the configuration of our refineries. Our refineries are more heavily weighted toward distillate production than the market indicator. During the quarter, the distillate crack increased $3.10 per barrel, and the gasoline crack decreased $3.76 per barrel. Losses from secondary products of $1.88 per barrel improved $0.10 per barrel from the previous quarter due to increased butane blending into gasoline. Our feedstock advantage of $0.18 per barrel improved by $0.17 per barrel from the prior quarter. The Other category reduced realized margins by $2.02 per barrel. This category includes RINs, freight costs, clean product realizations, and inventory impacts. Moving to marketing and specialties on Slide 12. Adjusted fourth quarter pre-tax income was $499 million, compared with $547 million in the prior quarter. Marketing and Other decreased $52 million from the prior quarter. This was primarily due to lower marketing fuel margins and volumes as well as higher costs. Specialties generated fourth quarter adjusted pre-tax income of $97 million, up from $93 million in the prior quarter. On Slide 13, the corporate and other segment had adjusted pre-tax costs of $245 million, an increase of $15 million from the prior quarter. This was primarily due to higher employee-related costs and net interest expense. Slide 14 shows the change in cash during the fourth quarter. We had another strong quarter for cash. This is the third consecutive quarter that our operating cash flow enabled us to return cash to shareholders, invest in the business, pay down debt while increasing our cash balance. This concludes my review of the financial and operating results. Next, I'll cover a few outlook items for the first quarter and the full year. In chemicals, we expect the first quarter global O&P utilization rate to be in the mid-90s. In Refining, we expect the first quarter worldwide crude utilization rate to be in the high 80s and pre-tax turnaround expenses to be between 120 and $150 million. We anticipate first quarter corporate and other costs to come in between 230 and $250 million pre-tax. For 2022, we plan full year turnaround expenses to be between 800 and $900 million pre-tax. We expect corporate and other costs to be in the range of 900 to $950 million pre-tax for the year. We anticipate full year D&A of about $1.4 billion. And finally, we expect the effective income tax rate to be in the 20 to 25% range. ","compname posts q4 earnings per share $2.88. q4 adjusted earnings per share $2.94. " "Today, we will be discussing Pioneer's strong second quarter results and our enhanced return of capital strategy. We will also present our continued strong execution, underpinning our low reinvestment rate and best-in-class breakeven oil price. This is all accomplished while maintaining our focus on safe operations and environmental stewardship in the field. Obviously, we're very excited after talking about it for 18 months to announce that we are both accelerating our first variable dividend payment into the third quarter this year as well as increasing the payment to reflect 75% of second quarter free cash flow. After payment of the base dividend as our balance sheet continues to strengthen due to higher strip pricing as a result of improved oil demand and a successful vaccine. In addition, we had two highly accretive transactions that also led us to making this decision and accelerating. When combined with the base dividend, total dividend payments in the third quarter will be greater than $2 per share, or a total of approximately $490 million return to shareholders during the third quarter alone. The initiation of our variable dividend payments marks a significant milestone in our investment framework as shareholders will begin receiving material cash return through eight dividend checks per year. Pioneer's strong execution continued during the second quarter, with production near the top end of guidance, delivering over $600 million of free cash flow, driving estimated 2021 free cash flow up to about $3.2 billion. Lastly, Pioneer is the largest producer in the Permian, with the largest inventory of Tier one locations, over 15,000, and the lowest breakeven price in the Lower 48. Both recent acquisitions were highly accretive and added significant Tier one inventory. We were not looking at any more Midland Basin large acquisitions. We bought the best two available. Apollo, who was the largest shareholder from DoublePoint, our largest shareholder from DoublePoint has sold out from 13 million shares to about two million shares and now less than 1% of the outstanding of the company. Going to slide four. Pioneer's execution remains strong as total production and oil production were in the upper half of our guidance ranges as we successfully integrated DoublePoint's operations into our program. Horizontal lease operating expense dropped by nearly $0.25 per BOE when compared to the first quarter. In total, Pioneer generated approximately $1 billion in free cash flow in the first half of '21. We go on to slide five. Our strong balance sheet underpinned by improved oil price outlook supports both the acceleration and increase of our inaugural variable dividend. The first variable dividend will be paid during the third quarter, and accelerated from 22%, will be based on second quarter free cash flow. Additionally, we are increasing the third quarter variable dividend payment to 75%, post base dividend free cash flow from the previous 50%. The increase up to 75% in our variable dividend program is approximately 18 months sooner than previously planned. These changes result in over $1 billion of incremental cash to be returned to shareholders in 2021, with total dividends to exceed $6 per share. On slide six, we remain committed to our core investment thesis, predicated on low leverage, strong corporate returns to average over the next five years in the mid-teens, low investment rate, around 50% over the next five years and generating significant free cash flow. This durable combination creates significant value for our shareholders delivering a mid-teens total return through our stable and growing base dividend, compelling variable dividend program and high-return oil growth up to 5%. Obviously, when you look at 2022, the turn on return is much higher because the oil strip over the next five years is about $10 in backwardation. When including the base dividend, approximately 80% of the company's free cash flow is expected to be returned to shareholders through eight separate dividend checks per year, inclusive of both the base and the variable dividend. We will continue to maintain our pristine balance sheet as we allocate the remaining portion of free cash flow to the balance sheet. Going to slide seven. As you can see on slide seven, the product of Pioneer's high-quality assets and top-tier capital efficiency drive significant free cash flow generation amounting to greater than $23 billion through 2026. Again, I want to remind you that the strip is in backwardation. It drops about $10 in backwardation over the next five years. Let's get into free cash flow, which is based on current strip pricing, represents greater than 50% of our enterprise value and more than 65% of our market cap. Considering the greater than $23 billion of cumulative free cash flow, this program generates over $18 billion of total dividends through 2026, with the remaining free cash flow allocated toward strengthening our balance sheet, driving net debt to EBITDA to less than 0.5. Going to slide eight, positioning a leading dividend yield across all sectors, the combination of Pioneer's expected free cash flow and return on capital framework creates a compelling investment opportunity with a total dividend yield that will exceed all S&P 500 sectors as well as companies and the average yield of the major oil companies and all other energy companies in the S&P 500. Annualized expected dividends paid in the second half of 2021 leads to a dividend yield of approximately 8%, which increases '22 to '26 time period to an average greater than 9% due significant free cash flow. Again, when you look at you just focus on '22, the dividend yield is about 12%. Again, a reminder, the strip with these numbers is about $10 in backwardation. This highly competitive yield is underpinned by the greater than $18 billion of cumulative cash returned to shareholders outlined on the previous slide and speaks to the power and underlying quality of Pioneer's assets. While we have a few small items left on DoublePoint, the teams have worked extremely hard and have done a tremendous job and seamlessly integrating these operations in a very short period of time. Turning to and looking at slide nine. You can see on the slide here, there's no change to our full year oil production guidance range of $351,000 to $366,000 barrels of oil per day and total production of 605,000 to 631,000 BOEs per day. Similarly, on capital, it's unchanged at $2.95 billion to $3.25 billion, but we are seeing some inflationary pressure, although most of it is being offset by our efficiency improvements by the great work power of drilling and completions and facilities teams. Looking at cash flow. You can see with the increase in commodity prices, our forecasted Operating cash flow has increased to $6.45 billion, and free cash flows increased to $3.2 billion that Scott talked about. Both of those are up $500 million from what we forecasted in our May call related to Q1 earnings. Turning to slide 10. Our plan remains unchanged and is set to average between 22 and 24 drilling rigs for the full year. We are currently running 24 rigs and eight frac fleets in the Midland Basin. In terms of our Delaware plans, we are moving multiple rigs into the Delaware Basin this quarter, and the team is looking forward to bringing the same efficiency gains that we've achieved in the Midland Basin to the Delaware with the goal of further improving well returns, especially given the higher oil cut and lower royalty burden in our Delaware acreage. Just for reference, the Delaware production was 70% oil during Q2. As you can see here, with over one million acres in the Permian Basin, we have a significant inventory. So we will continue to evaluate opportunities to monetize portions of our longer-dated inventory. As we've done in the past, these monetization opportunities will include small noncore acreage packages as well as evaluating other DrillCo opportunities. Turning to slide 11 and talk about synergies. You can see here from the slide that we have realized $275 million synergy target related to G&A in interest and on both the Parsley and DoublePoint transactions. On the operational synergies, we've made great progress with over 50% of the target synergies being identified and being incorporated into future plans. For instance, we have leveraged our supplier relationships, we're seeing savings on pressure pumping, wirelines, cement, casing, among other items. Joey will talk more about it. We've successfully tested our simul frac and have incorporated a second simul frac fleet into our program, which benefits mainly Pioneer, partially in DoublePoint acreage, given our -- leveraging our significant water system that we have across the Midland Basin. The teams are also continuing to optimize future development plans to take advantage of existing facilities and infrastructure, including tank batteries, water disposal, reuse facilities, just to name a few. Obviously, this reduces the need for future new builds. And lastly, just as examples which is significant, the team has identified over 1,000 locations that we can drill additional 15,000-foot laterals across our contiguous acreage position that are being incorporated into our future development plans, providing significant improvement in capital efficiency going forward. Why don't I stop there, and I'll turn it to Neal. On slide 12, you'll see Pioneer's high-quality asset base, which yields a peer-leading oil percent that drives our high-margin barrels, positioning Pioneer as the only E&P among our peers to realize a corporate breakeven below $30 a barrel WTI. This peer-leading oil mix, combined with our unparalleled breakeven oil price in the high 20s, not only underpins our operational and financial strength, it enables Pioneer's low reinvestment rate and drive significant and durable free cash flow and return of capital to shareholders well into the future. I'm going to be starting on slide 13, where our drilling and completions teams have continued their continuous improvement journey. As you can see, since 2017, these two teams have seen more than 75% improvement in their completed feet per day and more than 65% improvement in their drill feet per day. This journey is even more impressive when considering our increased activity levels, including the integration of Parsley and DoublePoint. As Rich mentioned, we've also seen the continued success of our simul frac operations. Consequently, we're in the process of starting up our second simul frac fleet. Our capital projects and production operations teams are working diligently to upgrade partially in DoublePoint facilities to our operational and environmental standards. And our teams are progressing our ESG initiatives by trialing new low-carbon technologies to power our operations. As in the past, we're only noting the improvements in drilling and completions, but I want to emphasize that we continue to see tremendous performance in our production operations, construction and water management teams. And as always, none of this will be possible without the great effort from our development planning team, our robust supply chain and other groups that support our operations. We continue to remain focused on keeping our employees and contractor partners safe, delivering peer-leading performance and reducing our environmental footprint. Congrats to the entire Pioneer team for our safe and efficient execution in Q2. I'm now going to move to slide 14. Here, you can see the results of Pioneer's long-standing commitment to meeting high environmental standards by our top-tier flaring intensity and best-in-class CO2 intensity compared to U.S. peers and majors. This was only made possible through years of thoughtful planning and investments to minimize our emissions at our facilities, coupled with our comprehensive leak detection and repair program, which includes routine aerial surveys. Despite our leadership position, Pioneer's goal of reducing greenhouse gas emissions intensity by 25% and methane emissions intensity by 40% through 2030, demonstrates our commitment to further increasing our environmental standards. And now moving to slide 15 and continuing the storyline from the previous slide. Pioneer also produces extremely low emission intensity oil on a global scale. This, combined with our low breakeven results and exceptionally resilient production that we expect, will have a place in the global marketplace for a very long time. On slide 16, Pioneer continues to hold all pillars of ESG of great importance. I think one of the most important points with the recent Rystad report, the Permian Basin has declined over the last 18 months as we've been talking about it from about $1 billion a day to less than 200 million a day in regard to flaring. So people are focused on reducing flaring to less than 1% for most oil companies. We continue -- the biggest flares continue to be the private companies in the Permian, and we need to continue to ask you in regard to if you find your private equity, we got to put pressure on the private companies in the Permian Basin. We continue to promote a diverse workforce, which reflects the community in which we live and work. As you can see, when you look at our top 15 individuals that run the company, we're at 47%. Lori is an officer of D&I with Coca-Cola. We're very excited to have her experience and her leadership play a pivotal role in navigating the changing global energy landscape. Our 2021 sustainability report is scheduled for release in the third quarter, which will include Pioneer's progress on the environmental targets outlined in the left portion of the slide. And finally, on slide 17. Pioneer is committed to driving all of these values for our shareholders. Now we'll open it up for Q&A. ","expects its 2021 drilling, completions and facilities capital budget to range between $2.95 billion to $3.25 billion. during 2021, company plans to operate an average of 22 to 24 horizontal drilling rigs in permian basin. in fy co expects its capital program to be fully funded from forecasted 2021 cash flow5 of approx $6.45 billion. in 2021 company expects its capital program to be fully funded from forecasted 2021 cash flow of about $6.45 billion. " "Before we begin our call today, I want to remind you that in order to talk about our company, we're going to mention a few things that are not historical facts. These non-GAAP measures are adjusted net loss, adjusted loss per share, EBITDA and adjusted EBITDA. We're using these non-GAAP measures today because they allow us to compare performance consistently over various periods without regard to nonrecurring items. In addition, RPC is required to use EBITDA to report compliance with financial confidence under our credit facility. Please review these disclosures if you're interested in seeing how they are calculated. During the third quarter of 2021, oilfield drilling and completion increased as exploration and production companies responded to higher commodity prices. RPC was ready to meet increased demand with equipment and crews. Our revenues increased and RPC generated quarterly net income for the first time in more than two years. As the quarter progressed, commodity prices continued to increase and near-term industry forecasts predicted supply/demand dynamics favorable to our industry. We began the fourth quarter of 2021 with a new state-of-the-art pressure pumping fleet and net pricing tractions in most of our service lines. Offsets to these favorable dynamics include supply chain constraints and increasing cost pressures, which we will continue to manage as we move forward in this industry up cycle. Our CFO, Ben Palmer, will discuss this and other financial results in more detail, after which I will provide some closing comments. For the third quarter of 2021, revenues increased to $225.3 million compared to $116.6 million in the third quarter of the prior year. Revenues increased due primarily to higher activity levels and improved pricing compared to the third quarter of the prior year. Operating profit for the third quarter was $8 million compared to an operating loss of $31.8 million in the same quarter of the prior year. EBITDA for the third quarter was $26.5 million compared to EBITDA of negative $12.3 million in the same quarter of the prior year. Our diluted earnings per share for the third quarter were $0.02 compared to an $0.08 loss per share in the same quarter of the prior year. Cost revenues -- cost of revenues during the third quarter of 2021 was $170.6 million or 75.7% of revenues compared to $100.9 million or 86.5% of revenues during the third quarter of 2020. Cost of revenues increased primarily due to expense -- increases in expenses consistent with higher activity levels, such as materials and supplies expense, maintenance and repairs costs and fuel costs. Cost of revenues as a percentage of revenues decreased primarily due to the leverage of higher revenues over direct employment costs that increased to the lower rate than the increase in revenues. During the quarter, RPC recorded a CARES Act tax credit that was largely offset by the resolution of a long-term contractual dispute defender. Selling, general and administrative expenses were $31.4 million in the third quarter of 2021 compared to $32.4 million in the third quarter of the prior year. Selling, general and administrative expenses decreased from 27.8% of revenues in the third quarter of last year to 14% of revenues in the third quarter of 2021 due to leverage of higher revenues over costs that are relatively fixed during the short term. Depreciation was $18.1 million in the third quarter of 2021 compared to $18.7 million in the same quarter of the prior year. Our Technical Services segment revenues for the third quarter were $211.8 million compared to $109.3 million in the same quarter last year due to significantly higher activity and some pricing improvement. Segment operating profit in the third quarter of 2021 was $8.3 million compared to a $24.9 million operating loss in the third quarter of the prior year. Our Support Services segment revenues for the third quarter of this year were $13.5 million compared to $7.3 million in the same quarter last year. Segment operating loss in the third quarter was $55,000 compared to an operating loss of $3.8 million in the third quarter of the prior year. On a sequential basis, RPC's third quarter revenues increased 19.4% to $225.3 million from $188.8 million in the prior quarter. This was due to activity increases in all of our service lines as well as slight net pricing improvement in several of our larger service lines. Cost of revenues during the third quarter of 2021 increased 17% to $170.6 million compared to $145.8 million in the prior quarter. As a percentage of revenues, cost of revenues decreased slightly from 77.2% in the second quarter of this year to 75.7% in the third quarter of 2021, reflecting some pricing improvement and operating expense leverage. Selling, general and administrative expenses during the third quarter of 2021 increased 6.9% to $31.4 million from $29.4 million in the prior quarter, resulting in positive operating expense leverage. As a result of these improvements, operating profit during the third quarter of 2021 was $8 million compared to an operating loss of $1.2 million in the prior quarter. RPC's EBITDA was $26.5 million in the third quarter compared to EBITDA of $17.3 million in the prior quarter. Our Technical Services segment revenues increased by $35.7 million or 20.3% in the third quarter due to increased activity levels and some pricing improvement in the segment service lines. RPC's Technical Services segment generated an $8.3 million operating profit in the current quarter compared to an operating profit of $1.4 million in the prior quarter. Our Support Services segment revenues increased by 6.6% to $13.5 million in the third quarter. Operating loss was $55,000 in the current quarter compared to an operating loss of $2.4 million in the prior quarter. During the third quarter, RPC operated seven horizontal pressure pumping fleets. Also during the quarter, we made the strategic decision to add a Tier four dual-fuel fleet. Heavily influencing this decision was an opportunity to partner with Caterpillar in the testing of new controls technology aimed at optimizing fuel burn, minimizing emissions and lowering maintenance costs. In addition, we are working the fleet for a large E&P on a dedicated contract. This equipment was added late in the third quarter and is reflected as a finance lease on our balance sheet with a balloon payment due at the end of 12 months. Third quarter 2021 capital expenditures were $19 million, excluding the equipment acquired under a finance lease in the third quarter. We currently estimate full year 2021 capital expenditures, excluding lease financed equipment, to be approximately $65 million, comprised primarily of capitalized maintenance for existing equipment and selected growth opportunities. It became clear this quarter that many E&Ps, including those among our customer base who are private operators, are beginning to respond with conviction to higher commodity prices and forecast of global energy shortages. Our calendars are filling up. And we are optimistic about the fourth quarter in spite of the traditional holiday-related slowdown at this time of the year. We are also looking forward to a stronger 2022. As we operate in this improving environment, we are closely watching emerging challenges in our business. Chemicals, components and labor shortages, together with cost increases and third-party logistics, are all developing as operational issues. In addition, we are also monitoring reports of shortages of tubular goods and other items used by our customers which could cause delays in the need for our services. The continued volatile environment in which we operate makes forecasting difficult. But I'm pleased that our financial strength has allowed us to remain competitive as we begin to realize the benefits of higher commodity prices and an improving operating environment. At the end of the third quarter, RPC's cash balance was approximately $81 million, and we remain debt-free. ","compname reports q3 earnings per share of $0.02. q3 earnings per share $0.02. q3 revenue rose 93.3 percent to $225.3 million. " "But first, I'll review the safe harbor disclosure. As such, actual results may vary materially from expectations. I have joining me on the call today, Stuart Rose, Executive Chairman of the Board; and Zafar Rizvi, Chief Executive Officer. Sales for the quarter increased approximately 6.7%, primarily reflecting higher year-over-over ethanol pricing. Sales were based upon 65.9 million gallons this year versus 72.6 million gallons in the prior year fourth quarter. Sales for the full year were based upon 235.3 million gallons this year versus 285.8 million gallons in the prior year. The reduced ethanol gallons were primarily at the NuGen plant due to the impact of the wet weather interrupting rail service in the spring and ultimately fewer corn acres planted near the facility and the resulting impact on affordable corn in that area. Gross profit for the ethanol and by-products segment increased for the fourth quarter from $5.4 million to $8.1 million, primarily due to improved crush spreads in the early part of the fourth quarter, which fell off as the quarter progressed. The refined coal segment had a gross loss of $1.5 million for this year's fourth quarter versus $3.2 million for the prior year with the decrease reflecting lower demand at the facility. SG&A expense increased for the fourth quarter from $4.5 million to $5.6 million, largely due to higher ethanol freight charges recorded in SG&A due to certain contract terms. The Company recorded income from its unconsolidated equity investment of $1 million for the fourth quarter of this year versus the loss of $646,000 in the prior year. This improvement is consistent with ethanol industry conditions during those quarters. We recognized tax benefit of $3.4 million in this year's fourth quarter versus a benefit of $4.6 million in the prior year's fourth quarter. The refined coal segment contributed a benefit of $1.5 million this year versus $4.8 million in the prior year fourth quarter, reflecting the aforementioned lower demand at the facility. This resulted in net income for the fourth quarter increasing from $1.4 million to $4.4 million and the diluted earnings per share increasing from $0.17 to $0.70. During the current quarter, ethanol, the whole operation is running at a loss, mostly caused by ethanol. Among the reasons that ethanol is running at a loss was a bad harvest in part of the country, as Doug explained. Low oil prices, low ethanol prices, COVID-19 outbreak -- resulting in low crush spread. In terms of refined coal, the plants are running -- currently running idle. We believe that's due to low natural gas prices and lower-than-expected demand. The price of coal now in our opinion is making it uneconomical to run the refined coal operation. On the good side of that, we have no need for the tax credits at this time. So, it's not something that would definitely need running. In terms of our Company itself, we saved our cash, which currently looks like a very, very good move. Consolidated cash is about $205 million. Uses of this cash, which we're now -- we're certainly now actively looking at include possible buybacks, about 350,000 shares remain authorized. Right now, our stock is selling at a price that possibly makes that attractive, depending where it is on any given day. We're also looking at carbon capture possibilities in Illinois. We're still always looking at new businesses. This is the same company that 10 years ago sold TVs. So, we're certainly capable if this is prolonged in the ethanol business of making a pivot. And we're looking if an ethanol plant -- a very good word comes along at a very bargain price, we would consider it. Zafar Rizvi, our Chief Executive Officer, will now discuss further the ethanol business and the overall business. As I mentioned in our previous three calls, a challenging environment has continued throughout the last year. The Company faced several issues due to weather-related problems, which delayed the planting of corn and resulted in an unexpected delay in the harvest. Commodity prices in 2019 was subject to significant volatility. We've struggled to obtain an adequate supply of corn at NuGen facility in South Dakota, where production has fallen off historic levels and resulted in the higher last corn basis. Our production at this plant was interrupted, including no operation in October due to corn availability. We entered fiscal 2020 facing continued challenges, including the recent decline in the crude and ethanol market, a decline in the price, and the emergence of the COVID-19 pandemic, all of which resulted in decrease in the fuel demand and the negative impact on the crush margins. The federal government and various state governments are issuing advisory for social distance and working remotely from home, if possible. We are taking every steps to keep our employees safe and are following Center for Disease Control and Prevention and state and federal guideline. As I mentioned previously, our NuGen plant faced many challenges last fiscal year in response to COVID-19 and the challenging industry environment, we decided last week to keep the plant [Indecipherable] until the threat of COVID-19 is reduced and the crush margin increased. We are in the process of evaluating further to take similar steps for One Earth Energy since the Governor of Illinois has issued stay at home orders and the crush margin has declined. That's largely we are expecting a loss in the ethanol segment in the first and probably second quarter of 2020, if the threat of COVID-19 is not diminished and market conditions will not improve. On top of these challenges, we are experiencing continued uncertainty because of the trade disputes and the small refinery exemption. In 2019, ethanol export decreased to [Phonetic] 1.5 billion gallon compared to 1.7 billion gallon in 2018. Total ethanol production in 2019 was 15.8 billion gallons compared to 16.1 billion gallons in 2018. U.S. export of distiller grains in 2019 was 10.79 million metric tons, down 9.23% from 2018. Let me discuss a little bit about what else we are doing as Stuart mentioned earlier. We are working with the University of Illinois to explore a carbon sequestration project at One Earth Energy. The plant produces approximately 500,000 ton of very clean carbon dioxide. Geologically mapping characterization and modeling have been demonstrated that storage potential in the Mt. Simon storage complex in the density [Phonetic] of the One Earth Energy facility is expected to have excellent reservoir quality. The Mt. Mt. Simon Sandstones are a proven storage reservoir according to University of Illinois analysis. We have completed a feasibility study, conducting seismic testing, and have purchased extra land for the project. However, we are in the very early stage of this project. The University of Illinois has applied for the grant, and we are in the process of removing state and federal laws for bonding [Phonetic]. At this very beginning stage, we cannot predict yet whether we will be able to implement this carbon sequestration project. In summary, in spite of very difficult and challenging environment, we were still able to produce a net profit for the year as well as the fourth quarter for the ethanol segment. I will give back the floor to Stuart Rose for his additional comments. In conclusion, we're going through difficult times. It's probably as bad as I've ever seen in the ethanol business. With corn prices and corn availability, oil going down, COVID-19, a lot of things hitting us at the same time, but we have an experienced management team. We know how to pivot when we have to. We have lots of cash. We have what we feel is the best people to handle these times and we will do our best to handle these times. We hope to come out it better than ever. We should -- but we'll see in these uncertain times. It's like I said, very difficult right now. Now, I'll leave the floor open to questions. ","compname reports fourth quarter diluted earnings per share of $0.70. q4 earnings per share $0.70. operating environment remains severely challenged at this time. " "But first, I'll review the Safe Harbor disclosure. As such, actual results may vary materially from expectations. I have joining me on the call today, Stuart Rose, Executive Chairman of the Board; and Zafar Rizvi, Chief Executive Officer. Sales for the quarter increased approximately 4.2%, primarily reflecting higher year-over-year production in the ethanol segment and increased distillers grain pricing. Sales were based upon 67.7 million gallons this year versus 65.9 million in the prior year fourth quarter. Gross profit for the ethanol and by-products segment increased for the fourth quarter from $8.1 million to $8.3 million, primarily due to improved distillers and corn oil pricing. The refined coal segment had a similar fourth quarter loss of $1.4 million for this year versus a $1.5 million for the prior year. SG&A decreased for the fourth quarter from $5.6 million to $4.4 million, largely due to lower ethanol freight charges recorded in selling, general and administration due to certain contract terms. The company recorded income from its unconsolidated equity investment of $332,000 for the fourth quarter of this year versus $1 million in the prior year. We recognized a tax benefit of $1.8 million in this year's fourth quarter versus a benefit of $3.4 million in the prior year's fourth quarter. The refined coal segment contributed a benefit of $1.7 million this year versus $1.5 million in the prior year fourth quarter for the tax benefit. The above factors led to net income for the fourth quarter of fiscal 2020 of $3.5 million compared to $4.4 million in the prior year, while diluted earnings per share decreased from $0.70 to $0.59. Going forward, ethanol now is currently profitable, and we're up against a period last -- COVID-related closure period last year. In terms of corn and ethanol prices, they are both up as virtually all commodities are up, and crush spreads remained challenging. DDG is up with the price of corn. The new Biden administration appears to have appointees that are favorable to the ethanol industry. RIN pricing is still -- RIN pricing, although up right now, we are still waiting to see how they will treat RIN pricing. In terms of the COVID, the COVID news is with the opening up of different states, it should help drive RIN, which should improve demand for our product, especially versus last year. In terms of refined coal, remains profitable on an after-tax basis. We plan on ending that operations by year end this year. In terms of going forward with our cash, we have about $180 million in consolidated cash and equivalents, no debt, our plants are continuing to explore investing in carbon and carbon capture, we've made progress there and have spent a fair amount of time on working on that project. We also are looking -- continue to look for a high quality ethanol plants. The ethanol plants we would hope to find if we -- should we find ones to buy would be in our opinion something that is the best -- has good technology, good locations, good people. As I mentioned in the last three calls, 2020 started in a challenging environment due to the COVID-19 pandemic. We temporarily shutdown our plants during the first and part of the second quarter and we struggled to find corn for our NuGen facility. We saw a decrease in the fuel demand and that negatively impacted the ethanol industry. During the third quarter, condition improved. We received a steady flow of corn at both of our majority-owned as well as a minority-owned locations. This resulted in improved crush margin and a very profitable third quarter. These improved conditions continued through the beginning of the fourth quarter. Later we began to see a decline in the crush margin in addition to the price of ethanol failed to keep up with increase in corn price. Farmers lost interest in selling their corn because they were receiving a direct payment from the federal government under the CARES Act. When China stepped up its corn price -- stepped up its corn purchases, that led to the higher corn prices. Behind these factors, we experienced political uncertainty and trade disputes. In addition, the EPA continue to consider and grant small refinery exemption from RFS compliance year. We expect the crush margin in the near future to continue to be under pressure, but we also expect it to improve once the threat of COVID-19 declines with the progress in vaccination and people began to drive more again. March 9th report of the USDA showed that carry-out stayed at 1.5 billion bushels with export at 2.6 billion bushels. The estimated corn yield is 172 bushels per acre and ethanol plants are expected to consume approximately 5 billion bushels in 2021 crop year. Export of the distillers grains in 2020 was approximately 10.96 million tons compared to 10.8 million in 2019. We saw considerable improvements in export during the last quarter of the year. January 2021, Mexico, South Korea and Indonesia were the top three importers in January 2021. Ethanol export during 2020 totaled of 1.3 billion gallons compared to 1.46 billion gallons of 2019. January 2021 export totaled 164.7 million gallons compared to 151.3 million gallons in January. India, China and Canada were the top three importers. So we saw that India suddenly is on the top of the list compared to generally either -- normally the Brazil or Canada. So we see some improvements coming out from India also. Let me give you some progress in the carbon sequestration project. As I discussed in our previous calls, we are working with the University of Illinois to drill a carbon sequestration test well to determine suitability for an injection well at our One Earth Energy facility. The University of Illinois is in the progress of evaluating a permit application determined 2D seismic survey to select a test well location and contracting a front end engineering and design, FEED study of the CO2 capture system. The data will be analyzed to make sure the location is suitable for test characterization well. The university expect to start drilling a test well. Once the drilling permit is granted and the design is completed, we expect to start drilling the characterization well in early September. It would take approximately six weeks to drill and another several weeks of testing. It will require extensive modeling and computer stimulation to predict the behavior of the CO2 when it is injected. These stimulation models will determine how much CO2 can be injected at the location and what rate, and it is eventual distribution in the sub-surface area. This project is still at a preliminary stage and we cannot predict yet that we will be successful. Our target is to achieve net zero emission. In summary, we are pleased to announce a profitable quarter and year in spite of a very difficult environment for the ethanol industry and other businesses last year. And I will give back the floor to Stuart Rose for his further comments. In conclusion, the economy is starting to open up. We have great plans, great people, great locations. We have high hopes that when the economy does open up that our business will improve as demand improves. Most importantly and the biggest thing that we have going forward is our people. They've stuck with us through thick and thin. And they are what we feel makes a difference and what separates us from the rest of the industry and who will continue to allow us to outperform the industry. I'll now leave it open to questions. ","compname reports q4 earnings per share $0.59. q4 earnings per share $0.59. " "The Everest executives leading today's call are Juan Andrade, President and Chief Executive Officer; Craig Howie, EVP and Chief Financial Officer; and John Doucette, EVP and President and CEO of the Reinsurance division. We are also joined today by other members of the Everest management team. Management comments regarding estimates, projections and similar are subject to the risks, uncertainties and assumptions as noted in its filings. Management may also refer to certain non-GAAP financial measures. First and foremost, I hope you, your families, your friends and your neighbors are all staying healthy and safe. On behalf of our company, I want to offer our heartfelt condolences to all of those, including many in the Everest Re family who have lost loved ones during this difficult time. We took early, proactive and decisive actions to protect the health and safety of our employees, their families and our stakeholders. As a result, Everest continues to successfully operate remotely. We are doing our part in support of the global economy by serving all of our customers and stakeholders without interruption. Our move to remote work was planful with a well-executed organizational resiliency plan and an underlying technology infrastructure that performs seamlessly and an information technology organization that has performed admirably. Our employees have been flexible, resilient and productive. We have received accolades regarding our responsiveness and our stability. We also continue to support our local communities around the world in their pandemic relief efforts. These are leadership moments for people and companies. Our culture of collaboration, thoughtful assumption of risk, humility and relentless execution are at the bedrock of our performance. I am incredibly proud of our people and our company. Our diversified global platform, with its broad mix of products, distribution and geography, remains an important source of stable capacity to our broker partners and customers. Our capital position remains a source of strength with high-quality invested assets, significant liquidity and low financial leverage. Despite the pandemic and the economic downturn, Everest remains profitable, as reflected in our reported 98.6% combined ratio or 89.9% excluding catastrophe losses and the pandemic IBNR loss provision. Additionally, Everest remains resilient, as reflected by both our 21% growth rate in gross written premium and by our capital position. We have built a strong capital foundation over the years, holding $8.6 billion of shareholders' equity at March 31, 2020. While this is a decrease from year-end 2019, this decrease primarily results from: one, the sharp decline in the fair value of the investment portfolio, which has now substantially recovered since the end of the quarter; two, share repurchases and dividends paid; and three, the pandemic loss IBNR provision. Most importantly, our capital position continues to exceed what we need to run the business with excess capital relative to rating agency and regulatory requirements. We have substantial liquidity from the cash we hold, and the cash flow from operations, which was over $0.5 billion for the quarter, were up 10% from 2019. We have significant access to capital markets, including plenty of debt capacity as we carry very little debt compared to all of our peers at less than 7% of our capital when most of our peers typically carry upwards of 20% to 30%. Lastly, our industry-leading expense ratio also gives us operating flexibility, which is particularly critical in times of uncertainty. Turning to the first quarter of 2020. Everest remains strong and is well positioned with broad capabilities and top talent. And we remain focused on solving our clients' most critical risk transfer needs in a disciplined and profitable way. We demonstrated excellent momentum across both of our Reinsurance and Insurance businesses with gross written premium growth of 16% and 33%, respectively. We also continued to benefit from improved market conditions during the quarter, which I will discuss in a moment. Excluding catastrophes and the pandemic IBNR loss estimate, our underlying combined ratios for the group at 89.9% and each of our divisions, Reinsurance at 87.7% and Insurance at 95.6%, are reflective of the strong underwriting performance across the group and the earnings generating power of the franchise. Underwriting profitability remains at the core of everything we do. Our Reinsurance division had a strong January one renewal season. We continue to judiciously deploy capital, and we underwrote a high-performing book that is focused on strong economic returns while improving the diversification and balance of our overall portfolio. We also saw stronger opportunities in several areas such as retro and facultative risk. As the quarter progressed, we saw continued momentum across the portfolio. John Doucette will provide additional details on market conditions and the underlying growth. Our Insurance division's growth remained strong and consistent with recent quarters. The drivers for this growth were: number one, strong and widespread rate momentum. Excluding workers' compensation, the rate increase was plus 24% or plus 17% net of a handful of large deals booked in the quarter and over 12% including workers' compensation. This is an improvement from the fourth quarter of 2019 where the rate increase was almost plus 12% excluding workers' compensation and plus 4% all in. We also saw continued strength in the E&S space with strong submission flow and market conditions continuing to tighten in property and casualty in both primary and excess lines. We also had strong renewal retention in both our retail and wholesale businesses. And we had increased productivity resulting from additional underwriters hired in 2019 that are now fully onboarded and providing capacity to address the increased submission flow. The insurance growth was also balanced and diversified across our many lines of business. Strong rate and tightening terms drove the growth in the long-tail line. Despite the impacts of the pandemic in the quarter, our underlying insurance portfolio continues to perform well, and we are seeing the benefits of our various investments in portfolio optimization efforts, all of which position us well for this environment. Net investment income of $148 million was up 5% from the first quarter of 2019. Our investment portfolio had been and is defensively positioned with over 75% in investment-grade fixed income bonds and less than 4% allocated to public equities. Most of our risk is bond risk, and we also have the ability to hold bonds until they mature. In addition, we have continued to further reposition our portfolio, moving up in fixed income credit quality and reducing equity exposure. As per our April 23 announcement, we have taken $150 million IBNR loss provision in the first quarter related to the COVID-19 pandemic. These losses relate to event cancellation, business interruption and other coverages such as accident and health and workers' compensation. Our estimate was based on an analysis completed during the first quarter. This analysis was a thorough cross-functional review of the in-force portfolio by line of business, industry and geography. The review was completed by a team of professionals representing every area of the company. Given the fluid and continuing nature of this pandemic, this is an ongoing event and so is our analysis. While our analysis looked at all aspects of our global portfolio, our estimate does not take into account legal, regulatory or legislative intervention that could retroactively mandate or expand coverage provisions. As stated in our release, our philosophy is to recognize and react to expected future losses on a timely basis. We will be tracking pandemic losses separately from our attritional losses and as an ongoing event. With regard to our specialty insurance business, we have limited exposure to event cancellation, accident and health, workers' compensation and business interruption. Our property policies have unambiguous policy language that requires direct physical loss for business interruption coverage to be triggered. Additionally, the majority of the property policies in force contain a virus exclusion. Only a very small number of policies have endorsed sublimits typically less than $25,000 and with short-duration caps that would offer BI for a notable notifiable human disease. These exposures have already been recognized as part of the overall IBNR loss estimate for the quarter. The majority of the IBNR loss provision was for the Reinsurance business given the relative size of this portfolio compared to our Insurance businesses. It is important to note that as a reinsurer, we have contractual terms and conditions, such as retentions, limits, event definitions, hours clauses and other coverage provisions that will apply to this ongoing event. Thus, we do not simply follow the fortunes. It will be very fact-specific. We have also done a thorough review of our mortgage reinsurance contracts. Based on our view of the economic situation that is aided by both external information and our own proprietary internal modeling, we currently believe that our loss picks and reserves remain adequate. We will continue evaluating this business as the economic situation unfolds. In summary, Everest showed forward momentum, resiliency and profitability in the first quarter of 2020. We effectively transitioned to running our company remotely. And as always, we'll remain a consistent and trusted provider of capacity to our customers. Given the uncertainties in the current public health and economic environment, there could be an adverse impact on results for the property and casualty industry and Everest for the remaining part of the year. The impact is clearly dependent on the shape and length of the recovery. While the economic environment has changed, Everest remains a high-quality franchise with broad capabilities, a global platform and top talent. We remain focused on solving our clients' most critical risk transfer needs in a disciplined and profitable way. We have the right culture, the right platform and relevance with our clients and trading partners and the capital base to see us through this time. Everest reported net income of $17 million for the first quarter of 2020. This compares to net income of $355 million for the first quarter of 2019. Net income included $172 million of net after-tax realized capital losses compared to $74 million of capital gains in the first quarter last year. The 2020 capital losses were primarily attributable to fair value adjustments on the public equity portfolio. Operating income for the quarter was $164 million driven by strong underwriting results across the group, stable net investment income and lower catastrophe losses, offset by a COVID-19 pandemic IBNR loss estimate of $150 million. The overall underwriting gain for the group was $29 million for the quarter compared to an underwriting gain of $196 million in the same period last year. In the first quarter of 2020, Everest saw $30 million of catastrophe losses related to fires and hailstorms in Australia and a tornado in Nashville, Tennessee. This compares to $25 million of catastrophe losses reported during the first quarter of 2019. Overall, our prior year catastrophe loss estimates continue to hold. The combined ratio was 98.6% for the first quarter of 2020 compared to 88.7% for the first quarter of 2019. Excluding the catastrophe events and the impact of the COVID pandemic, comparable combined ratios were 89.9% for the first quarter of 2020 and 87.4% for the first quarter of 2019. Excluding the pandemic IBNR loss estimate, the attritional loss ratio was 61.5%, up from 60.2% for the full year 2019 primarily due to the continued change in business mix. For the Reinsurance segment, the attritional loss ratio, excluding the pandemic loss estimate, was 59.8%, up from 58.2% for the full year of 2019. This increase was related to the continued business mix shift toward more pro rata premium, which carry a higher loss pick but allow us to benefit directly from the firming primary market. Pro rata premium is less volatile than excess premium, and we will see the benefit earn into our results as we lap the loss tax season over time. For the Insurance segment, the attritional loss ratio, excluding the pandemic loss estimate, remained very steady at 66.1%, essentially flat compared to 66% for the full year 2019. As you can see in the financial supplement, we also experienced more growth in areas that typically carry a higher loss pick and but a lower overall combined ratio. Our U.S. insurance franchise, which makes up the majority of our global insurance business, continues to run an attritional combined ratio in the low 90s, excluding the pandemic loss estimate. The group commission ratio of 22% was down slightly compared to prior year. The group expense ratio remains low at 6.3% and was higher than last year due to an increase in nonrecurring incentive compensation, benefits and payroll taxes in the first quarter, which will normalize during the rest of the year. Before moving to investments, I'd like to point out that we are now reporting two segments: Reinsurance and Insurance. This is consistent with the way the business is managed and the way management views the company's results. For investments, pre-tax investment income was $148 million for the quarter from our $20 billion investment portfolio. Investment income was 5% above the first quarter of last year. This result was primarily driven by the increase in investment-grade fixed income portfolio, which had a higher asset base this year, and higher limited partnership income quarter-over-quarter. Since we report most partnership income on a quarter lag, the global equity market performance in the first quarter will be reflected in the limited partnership investment results in the second quarter. Pretax yield on the overall portfolio was 2.9%, about flat compared to one year ago. For our investment-grade portfolio, the new money rate was 2.7% for the quarter. Other income included $21 million of foreign exchange gains in the quarter. On income taxes, the $60 million tax benefit for the quarter included a $31 million tax benefit related to the CARES Act, which extended the carryback period for cat losses to five years. Excluding this benefit, the effective tax rate on operating income was 12%, in line with our expected tax rate for the full year. Positive cash flow continues with operating cash flow of $506 million compared to $460 million for the first quarter of 2019. This increase reflects a lower level of paid catastrophe losses in 2020 compared to 2019 and an increase in cash flow from our ongoing growth in insurance and reinsurance premiums. Shareholders' equity for the group was $8.6 billion at the end of the first quarter, down from $9.1 billion at year-end 2019. The movement in shareholders' equity since year-end 2019 is primarily attributable to the sharp decline in the fair value of the investment portfolio and by capital return for $200 million of share buybacks and $63 million of dividends paid in the quarter. The reduction in investment portfolio valuation came from the realized losses in the equity portfolio and the $248 million mark-to-market impact on the fixed income assets resulting from the widening of credit spreads. These mark-to-market adjustments have substantially recovered since the end of the quarter. During the first quarter, we made some tactical adjustments to reposition the portfolio by moving up in credit quality and further reducing our equity exposure. As Juan said, our capital position remains a source of strength with high-quality invested assets, significant liquidity and low financial leverage in addition to our robust cash flow. The strength of our balance sheet is critical to the success of our business. And now John Doucette will provide a review of the reinsurance operations. As Juan did at the start of the call, I would like to add my sympathies to our reinsurance trading partners and their families affected by the Coronavirus pandemic. Like the rest of the group, the Reinsurance division, supported by our dedicated IT colleagues and our newly completed next-generation global underwriting platform was able to transition to 100% work from home without missing a beat. We are reviewing submissions, quoting and binding facultative and treaty business and settling claims. Now I will review the quarter. During Q1, the Reinsurance division increased our gross written premium to a record of $1.8 billion, up 16% from last year. Q1 growth was driven by January rate increases in loss-exposed areas and retro and writing more PURPLE products and casualty business due to improving conditions there. Growth was widespread, spanning territories and lines, including the U.S., international, casualty and property and short- and long-tail facultative reinsurance. Excluding COVID-19 losses, our underlying reinsurance loss ratio was up by two points largely due to more pro rata premium written over the last year. Pro rata business directly benefits from an improvement in original rates while ceding commissions have generally been stable and, in some cases, improved. Those improved original rates will take some time to be recognized in our loss picks. Note that the volatility associated with $1 of pro rata premium is generally lower than $1 of excess premium, and combined ratio alone can obscure risk-adjusted returns. We are pleased both with our progress at building a more diversified, profitable, sustainable gross portfolio and that we are seeing some tailwinds in the reinsurance market in casualty, property, retro, specialty and fac to help us achieve a stronger, more profitable portfolio. Everest's facultative operations continue to see an increase in demand. In the U.S. and international, we are continuing to see significant double-digit rate increases in short-tail and long-tail fac, with dramatic increase in submission count. Given that facultative renews on multiple inception dates, it is a good forward indicator of reinsurance demand and pricing. For our casualty business, original rates on certain lines have shown some increases, which will earn through on our pro rata premiums. As always, we are deploying our shareholders' capital judiciously, seeking to build the strongest reinsurance portfolio possible while maximizing returns, while limiting our downside risk through increased diversification and balance. Now to comment on recent and upcoming renewals. April renewals showed continued rate momentum in loss-affected and capacity-constrained segments. Japanese wind and retro rates showed strong increases, consistent with the need to maintain appropriate returns. Looking near term, particularly the upcoming June Florida renewals, we expect rates will be affected by limited capacity, recent losses and the market's heightened sensitivity to risk due to climate change and social inflation. Also, there is a strain on alternative capital, traditionally large players in Florida. Therefore, we continue to see upward pricing momentum in Florida along with improved terms and conditions. Now turning to mortgage. With the ongoing economic disruption, primary mortgage insurers could see increased losses along with regulatory capital pressure. However, housing fundamentals are stronger today than they were heading into the financial crisis with higher credit scores, tighter housing supply and lower-risk products. Our reinsurance mortgage book is seasoned and pegged conservatively. To give you some color on our mortgage book. By limit, our book is roughly 80% GSEs and 20% mortgage insurance. Virtually all business we write is on a QM basis. The underwriting box we participate in is very controlled and tightly underwritten, meaning our portfolio has no exotic products and has high FICO scores particularly on the GSE business. From the beginning of Everest entering the mortgage space, our pricing assumptions were and remain more conservative than the external vendor models that we use to validate our pricing assumptions. Regarding the MI treaties we reinsure, we effectively play in an excess position, thus avoiding the working layer losses and resulting in a meaningful buffer in gross loss ratio deterioration before we suffer any economic loss to our reinsurance treaties. Deterioration in this buffer range decreases the size of the profit commissions we would typically pay to the MIs but at no economic cost to us. Regarding our GSE business. Given our more conservative view of underwriting, pricing and capital modeling, we preferred higher layers over lower layers in these programs, and we have weighted our book to higher attachment points accordingly. Much of our exposure has been seasoned for several years, which benefits from home price appreciation. Going forward, credit standards at nearly all stages of mortgage origination are tightening and improving, therefore increasing the credit quality of borrowers in our book. Additionally, early government intervention in the economic crisis to support borrowers and lenders, including the broad offering of forbearance, will mitigate potential losses and help keep people in their homes and avoid default. We are continually reevaluating the dynamics of this economically sensitive line to prudently manage our mortgage exposures now and on a go-forward basis. Now I will give some comments on the overall market ahead. Despite the uncertainty the industry faces, we cautiously anticipate that the reinsurance markets will remain healthy for the highly rated traditional reinsurers who can deploy capacity in multiple lines of business around the world while also meeting clients' increasing counterparty credit requirements. This view is based on current reinsurance industry dynamics and the supply demand curve. Starting with the market supply. More stable capital remains in place while some of the opportunistic capital is exiting. Alternative capital investors are reevaluating the thesis that reinsurance is a non-correlated asset class. Potential uncertainty from COVID-19 and the possibility of more trapped capital compounds frustrations of these investors from the last three years of cats and subsequent loss creep from several events. This is in addition to higher relative return hurdle requirements given the increased price of risk across virtually all risk asset classes. On the demand side, clients have increased reinsurance purchases for risk management and capital support particularly as some of them come under capital or earnings pressure given the volatile markets. The flight to quality continues as reinsurance buyers and brokers are increasingly focused on the stability and quality of counterparties to protect program continuity and mitigate counterparty credit exposures in these volatile times. The length of the economic downturn will ultimately be a key factor impacting reinsurance demand. These market dynamics benefit Everest as we deliver stable capacity with strong security as a long-standing client-focused partner. Regardless of where the market turns, we will focus our capacity on those clients that align with our philosophy of prudent underwriting and sound claims handling practices. In summary, Everest is built to withstand volatility and uncertainty such as we are seeing now. We continue to prove our resilience, our solution-driven partnerships with long-standing clients and our ability to execute through these unprecedented times. Nadia, could you please open up for Q&A? ","co wrote nearly $2.6 billion in gross written premiums for quarter, an increase of 21% as compared to a year ago. " "John and David will provide high level commentary regarding the quarter. We kicked off 2021 on a solid note. Our ability to continue to deliver value this quarter is a testament to both the investments we've made, as well as our associates' unwavering commitment to our customers and communities. Our credit metrics continue to improve and reflect the good work we've done with our clients, coupled with the expected benefits from government stimulus. Based on this quarter's credit performance and the improving economic outlook, we reduced our allowance for credit losses by $142 million more than net charge-offs, while still maintaining one of the strongest allowance to loan ratios in the industry at 2.44%. Although, we continue to deal with the effects of the pandemic, our ongoing conversations with customers reflect optimism about further economic recovery and growth. Vaccine distribution is improving in our footprint and businesses for the most part have reopened. The majority of our largest deposit states are experiencing unemployment rates significantly below those of the US, as a whole and our loan pipelines are improving as we are seeing more activity in the marketplace. We are increasingly optimistic this momentum will continue. Throughout this recovery and beyond, we will maintain our focus on deepening relationships with our customers, while providing personalized financial guidance combined with excellent technology solutions that continue to make banking easier. Now, David will provide you with some details regarding the quarter. Let's start with the balance sheet. Average and ending adjusted loans declined 1% from the prior quarter. New and renewed commercial loan production increased 5% compared to the prior quarter. However, balances remain negatively impacted by excess liquidity in the market, resulting in historically low utilization levels. As of quarter end commercial line utilization was 39% compared to our historical average of 45%. Just a reminder, each 1% of line utilization equates to approximately $600 million of loan growth. Commercial loan balances continue to be impacted by the company's ongoing portfolio management activities and PPP forgiveness timing. Average consumer loans again reflected strong mortgage production offset by run-off portfolios. Overall, we expect full year 2021 adjusted average loan balances to be down by low single digits compared to 2020. Although, we expect adjusted ending loans to grow by low single digits. With respect to deposits, balances continued to increase this quarter to new record levels led by growth in the consumer segment, reflecting recent government stimulus payments. The increase is primarily due to higher account balances. However, we are also experiencing new account growth. We expect near term deposit balances will continue to increase, particularly as recent stimulus is fully disbursed and corporate customers maintain higher cash levels. Let's shift to net interest income and margin, which remain a significant source of stability for Regions. Net interest income decreased 4% on a reported basis or 1% excluding the impact from day count and PPP. PPP related NII declined $14 million from the prior quarter, as the benefits from round two were offset by slower round one forgiveness. Two fewer days also reduced NII by $12 million. The decline in core NII stems mostly from lower loan balances and remixing out of higher yielding loan categories. Net interest margin declined during the quarter to 3.02%. Cash averaged over $16 billion during the quarter. And when combined with PPP reduced first quarter margin by 38 basis points. Excluding excess cash and PPP, our normalized net interest margin remained stable at 3.40% evidencing our proactive balance sheet management despite the near zero short term rate environment. Similar to prior quarters, the impact from historically low long term interest rates was offset by our cash management strategies, lower deposit costs and higher average notional values of active loan hedges. Cash management, mostly in the form of a December long term debt call contributed $6 million and 1 basis point of margin. Interest bearing deposit costs fell 2 basis points in the quarter to 11 basis points contributing $4 million and 1 basis point of margin. Loan hedges added $102 million to NII and 31 basis points to the margin. Higher average hedge notional values drove a $3 million increase compared to the fourth quarter. At current rate levels, we expect a little over $100 million of hedge related interest income each quarter until the hedges begin to mature in 2023. Within the quarter, we repositioned a total of $4.3 billion of cash flow swaps and floors targeting less protection in 2023 and 2024. While there may be additional adjustments in the future, we believe the resulting profile allows us to support our goal of consistent sustainable growth. Specifically, we are positioned to benefit from the steepening yield curve and increases in short term interest rates in the future, while protecting NII stability to the extent that Fed is on hold longer than the market currently expects. A potential for loan growth only enhances our participation in a recovering economy. Looking ahead to the second quarter, we expect NII excluding cash and PPP to be relatively stable. While recent curve steepening has helped asset reinvestment levels, long term rates will remain a modest near term headwind. Deposit cost reductions, one additional day and hedging benefits will support NII in the quarter, while loan balances are expected to remain relatively stable. Over the second half of the year and beyond, a strengthening economy, a relatively neutral impact from rates and the potential for balance sheet growth are expected to ultimately drive growth and NII. Now, let's take a look at fee revenue and expense. Adjusted non-interest income decreased 2% from the prior quarter, but reflects a 32% increase compared to the first quarter of 2020. Capital markets delivered another strong quarter, as customers continue to respond to interest rate changes and potential regulatory and tax headwinds. Fees generated from the placement of permanent financing for real estate customers and securities underwriting both achieved record levels. And M&A advisory services also delivered solid results. While we expect capital markets revenue to remain solid over the remainder of the year, some activity was pulled forward. Looking ahead, we expect capital markets to generate quarterly revenue in the $55 million to $65 million range on average. Excluding the impact of CVA and DVA. Mortgage delivered another strong quarter, as we continue to focus on growing market share and improving our customer experience. Mortgage income increased 20% over the prior quarter, driven primarily by agency gain on sale and favorable MSR valuation. Production for the quarter was up 89% over the prior year, setting the stage for another strong year of mortgage income. Service charges were negatively impacted by both seasonal declines and increased deposit balances. While improving, we believe, changes in customer behavior as well as customer benefits from enhancements to our overdraft practices and transaction posting are likely to keep service charges below pre-pandemic levels. Although, we expect the impact of these changes will be partially offset by continued account growth, we estimate 2021 service charges will grow compared to 2020, but remain approximately 10% to 15% below 2019 levels. Card and ATM fees have recovered, up 10% compared to the prior year, driven primarily by increased debit card spend. Given the timing of interest rate changes in 2020 combined with exceptionally strong fee income performance, we expect 2021 adjusted total revenue to be down modestly compared to the prior year, but this will be dependent on the timing and amount of PPP loan forgiveness and loan growth. Let's move on to non-interest expense. Adjusted non-interest expenses decreased 1% in the quarter, driven by lower incentive compensation, primarily related to capital markets and mortgage, which was partially offset by a seasonal increase in payroll taxes. Of note, paid salaries were 4% lower compared to the fourth quarter, as we remain focused on our continuous improvement process. Associate headcount decreased 2% quarter-over-quarter and 4% year-over-year. And excluding the impact of our Ascentium Capital acquisition that closed April 1st, 2020, headcount was down 6%. We will continue to prudently manage expenses, while investing in technology, products and people to grow our business. In 2021, we expect adjusted non-interest expenses to remain stable compared to 2020 with quarterly adjusted non-interest expenses in the $880 million to $890 million range. And while we face uncertainty regarding the pace of economic recovery, we remain committed to generating positive operating leverage over time. From an asset quality perspective, overall credit continues to perform better than expected. Annualized net charge-offs were 40 basis points, a three basis point improvement over the prior quarter, reflecting broad-based improvement across most portfolios. Non-performing loans, total delinquencies, business services criticized loans all declined modestly. Our allowance for credit losses declined 25 basis points to 2.44% of total loans and 280% of total non-accrual loans. Excluding PPP loans, our allowance for credit losses was 2.57%. The decline in the allowance reflects charge-offs previously provided for, stabilization in our economic outlook and improved credit performance, including the impact of the $1.9 trillion stimulus bill approved in March. The allowance reduction resulted in a net $142 million benefit to the provision. Our allowance remains one of the highest in our peer group, as measured against period end loans or stress losses, as modeled by the Federal Reserve. Future levels of the allowance will depend on the timing of charge-offs and greater certainty with respect to the path of the economic recovery. As we look forward, we are cautiously optimistic regarding our credit performance for the year, while net charge-offs can be volatile quarter-to-quarter. Based on current expectations, we believe the peak is behind us, and we expect full year 2021 net charge-offs to range from 40 basis points to 50 basis points. With respect to capital, our common equity Tier 1 ratio increased approximately 50 basis points to an estimated 10.3% this quarter. As you are aware, the Federal Reserve extended their restrictions on capital distributions through the second quarter of 2021. The Federal Reserve also indicated these restrictions are expected to be lifted beginning in the third quarter subject to capital remaining above required levels in the ongoing 2021 CCAR cycle for firms participating. We have opted in to this year CCAR and assuming capital levels remain above required levels in the Fed stress test, we should be back to managing capital distributions against the SCB requirements beginning in the third quarter. However, our plan is to begin share repurchases in the second quarter subject to the Fed's earnings based restrictions. Based on our internal stress testing framework and amount of capital we need to run our business, we are updating our operating range for common equity Tier 1 to 9.25% to 9.75% with a goal of managing to the midpoint over time. So wrapping up on the next slide, our 2021 expectations, which we have already addressed. In summary, we feel really good about our first quarter results and anticipate carrying the momentum into the remainder of 2021. Pre-tax pre-provision income remained strong. Expenses are well controlled. Credit quality is outperforming expectations. Capital and liquidity are solid. And we are optimistic about the prospect for the economic recovery to continue in our markets. ","qtrly total revenue of approximately $1.6 billion decreased 5 percent on a reported basis and 3 percent on an adjusted basis. qtrly average loans and leases decreased approximately 2 percent compared to prior quarter. " "We appreciate you joining our call today. We're very pleased with our performance this quarter as we achieved earnings of $624 million, resulting in earnings per share of $0.65. Adjusted pre-tax pre-provision income increased 4% sequentially. And we generated year-to-date positive operating leverage. Our ability to keep the momentum going and deliver solid third quarter results comes from three primary factors. First, we continue to benefit from our growing footprint. Unemployment levels are improving. And most of our markets are well below the national level. People and businesses are continuing to move into our 15 state footprint and that bodes well for our growth prospects for the remainder of the year and into 2022. We'll continue to make strategic investments in core and growth markets where we can grow new customers and deepen existing relationships. On that note, we're also pleased to share that year-to-date net account growth has exceeded account growth for the preceding three years combined. Second, credit quality has demonstrated incredible resiliency and continues to exceed our expectations. Businesses across all industries have found ways to adapt and prosper despite ongoing supply chain and labor issues. And consumers continue to cautiously manage their finances. Overall, we feel very good about the health of our business and consumer customers. Third, we continue to take advantage of opportunities to invest in talent, technology and capabilities to support growth. For instance, earlier this month, we closed on our acquisition of EnerBank, a leading home improvement point-of-sale lender, a key part of our strategy to serve as a premier lender to homeowners. We also entered into an agreement to acquire Sabal Capital Partners. Sabal has a strong reputation and proprietary technology platform that will expand our real estate capital markets' capabilities. Once the transition is complete, we expect to be a Top 5 bank agency producer. The EnerBank and Sabal acquisitions complemented our existing portfolio of products and capabilities in the consumer and corporate bank. We will continue to evaluate prudent, non-bank M&A opportunities that will allow us to expand our products and services and enhance our relevancy with our customers. Also, we recently launched our Bank On-certified Now Checking' Account. This new product has all the benefits of a traditional checking account without the concern of overdraft fees. And finally, our investments in digital and data are positioning us for growth. Through a technology-enabled seamless experience in branches and across all platforms, customers are responding to the personalized service, advice and guidance they receive from Regions. Today, more than two-thirds of our customer transactions are digital. Further, over the last two years, active mobile banking users are up 23% and notably, Zelle transactions have more than tripled. We feel really good about our progress and momentum. We operate in some of the best markets in the country, have a solid strategic plan, an outstanding team, and the experience to compete effectively. We focus everyday on delivering products and services that are valued by our customers, while continuing to support our communities and provide an appropriate return to our shareholders. Now, David will provide you with some details regarding the quarter. Let's start with the balance sheet. Adjusted average and ending loans increased approximately 1% during the quarter. Although business loans continue to be impacted by low utilization rates and excess liquidity, pipelines have surpassed pre-pandemic levels. In addition, production remained strong with a line of credit commitments increasing $2 billion year-to-date. Consumer loans reflected another strong quarter of mortgage production, accompanied by modest growth in credit card. However, consumer loans remain negatively impacted by exit portfolios and further paydowns in home equity. Overall, we continue to expect full-year 2021 adjusted average loan balances to be down by low-single-digits compared to 2020, although we expect adjusted ending loans to grow by low-single-digits. With respect to loan guidance, we are not including any impacts from our EnerBank acquisition, which closed on October 1 and resulted in the addition of $3.1 billion in loan balances that will benefit the fourth quarter and beyond. So let's turn to deposits. Although the pace of deposit growth has slowed, balances continue to increase this quarter to new record levels. The increase is primarily due to higher account balances. However, as John mentioned, we are also producing strong new account growth. We are continuing to analyze probable future deposit behavior. And based on analysis of pandemic-related deposit inflow characteristics, we currently believe approximately 30% or $10 billion to $12 billion of deposit increases can be used to support longer-term growth through the rate cycle. Additional portions of the deposit increases could persist on the balance sheet, but are likely to be more rate sensitive. Let's shift to net interest income and margin. Pandemic-related items continue to impact net interest income and margin. Net interest income from PPP loans decreased $12 million from the prior quarter, but is expected to pick up in the fourth quarter. Cash averaged $25 billion during the quarter and when combined with PPP, reduced third quarter reported margin by 54 basis points. Excluding excess cash and PPP, net interest income grew almost 1.5% linked quarter, and our adjusted margin was essentially stable at 3.30%. This reflects strengthening loan growth as well as active balance sheet management efforts despite a near zero short-term rate environment. Similar to prior quarters, the impact on NII from historically low long-term interest rates was completely offset by balance sheet management strategies, lower deposit costs and higher hedging income. During the third quarter, we repositioned an additional $5 billion of receive-fixed swaps. We shortened the maturities from 2026 to late 2022. The repositioning locked in the associated gains that will be amortized over the remaining life of the interest rate swaps and will allow for more NII expansion when rates are projected to increase. Further, with the inclusion of EnerBank's fixed-rate loan portfolio, less hedges will be needed to protect NII and the net interest margin profile from falling rates. The cumulative value created from our hedging program is approximately $1.6 billion. Roughly 75% of that amount has either been recognized or is locked into future earnings from hedge terminations reflecting the dynamic management of our hedging strategy. Excluding EnerBank and PPP, adjusted net interest income should be relatively stable in the fourth quarter, after excluding the non-recurring interest recovery in the third quarter. Including PPP and the EnerBank acquisition, linked quarter net interest income is expected to grow between 5% and 6% in the fourth quarter. As illustrated on the slide, over a longer horizon, a strengthening economy, the ability to benefit from higher rates, and organic and strategic balance sheet growth are expected to ultimately drive net interest income growth. Now, let's take a look at fee revenue and expense. Adjusted non-interest income increased 8% from the prior quarter, primarily attributable to strong capital markets' activity, including record loan syndication revenue and solid M&A advisory fees. We expect capital markets to remain strong in the fourth quarter, generating revenue in the $60 million to $70 million range, excluding the impact of CVA and DVA. We will provide more specificity regarding 2022 expectations in January. Other non-interest income also increased during the quarter, due to an increase in the value of certain equity investments as well as increased gains associated with the sale of certain small dollar equipment loans and leases. Mortgage income decreased quarter-over-quarter, primarily due to mortgage servicing rights, valuation adjustments, partially offset by improved secondary market gains. Service charges remained relatively stable, compared to the prior quarter. And we continue to expect they will remain 10% to 15% below pre-pandemic levels. We attribute the decline to changes in customer behavior as well as customer benefits from enhancements to our overdraft practices, including transaction posting order. Card and ATM fees remained stable compared to the second quarter. Debit and credit card spend remain above pre-pandemic levels as we continue to benefit from elevated account growth and increased economic activity in our footprint. Given the timing of interest rate declines in 2020 and excluding the fourth quarter benefit from our EnerBank acquisition, we expect 2021 adjusted total revenue to be up modestly compared to the prior year, but this will ultimately be dependent on the timing and amount of PPP loan forgiveness. Let's move onto non-interest expense. Adjusted non-interest expenses increased 3% in the quarter, as higher salary and benefits and professional and legal fees were offset by decline in marketing expenses. Salaries and benefits increased 4%, primarily due to higher variable-based compensation associated with elevated fee income as well as one additional day in the third quarter. Associate headcount also increased by 149 positions during the quarter with the vast majority of those within revenue producing businesses. Further, exceptional performance, particularly in credit, is also contributing to higher incentive compensation. We will continue to prudently manage expenses, while investing in technology, products and people to grow our business. Excluding approximately $35 million of core run rate expenses associated with our fourth quarter EnerBank acquisition, we expect adjusted non-interest expenses to be up modestly compared to 2020, and we remain committed to generating positive operating leverage over time. From an asset quality standpoint, we delivered an exceptionally strong quarter as overall credit continues to perform better than expected, reflecting continued broad-based improvement across virtually all portfolios and continued recoveries associated with strong collateral asset values. Annualized net charge-offs decreased 9 basis points during the quarter to 14 basis points, representing the company's lowest level on record post our 2006 merger of equals. In addition to lower charge-offs, non-performing loans and business services criticized loans also improved, while total delinquencies remain unchanged during the quarter. Our allowance for credit losses declined 20 basis points to 1.8% of total loans and 283% of total non-accrual loans. Excluding PPP loans, our allowance for credit losses was 1.83%. The decline in the allowance reflects better-than-expected credit trends and the continued constructive outlook on the economy. The allowance reduction resulted in a $155 million benefit to the provision. Future levels of the allowance will depend on the timing of charge-offs, greater certainty with respect to the resolution of remaining risk to credit losses as well as the integration of EnerBank. Year-to-date net charge-offs are 25 basis points, and we expect full-year 2021 net charge-offs to approximate at same level, which includes the impact of EnerBank and excludes the benefit of any future recoveries that may occur. With respect to capital, our common equity Tier 1 ratio increased approximately 40 basis points to an estimated 10.8% this quarter. As previously noted, we continue to prioritize the utilization of our capital for organic growth and non-bank acquisitions like the EnerBank and Sabal that propel future growth. Beyond that, we use share repurchases to manage our capital levels. Share repurchases were temporarily paused ahead of the EnerBank closing, which absorbed approximately $1 billion of capital in the fourth quarter. We anticipate being back in the repurchase market this quarter and expect to manage common equity Tier 1 to the midpoint of our 9.25% to 9.75% operating range by year-end. So wrapping up on the next slide, our 2021 expectations, which we've already addressed. In summary, we are very pleased with our third quarter results and are poised for growth as the economic recovery continues. Pre-tax, pre-provision income remain strong; expenses are well controlled; credit quality is outperforming expectations; capital and liquidity are solid; and we are optimistic about the pace of the economic recovery in our markets. ","compname reports q3 earnings per share of $0.65. q3 earnings per share $0.65. qtrly average loans and leases decreased 1 percent compared to prior quarter. " "Then Tom Dineen, our Chief Financial Officer, will give an overview of the second quarter 2021 financial results, and then I will discuss our operations and the state of the market. Copies of these documents may be obtained by contacting the company or the SEC or on the company website at ruger.com/corporate or the SEC website at sec.gov. We do reference non-GAAP EBITDA. Please note that the reconciliation of GAAP net income to non-GAAP EBITDA can be found in our Form 10-K for the year ended December 31, 2020, and our Form 10-Q for the second quarter of 2021, both of which are posted on our website in the Investor Relations section. Now Tom will discuss the company's second quarter 2021 results. For the second quarter of 2021, net sales were $200.1 million and diluted earnings were $2.50 per share. For the comparable prior year period, net sales were $130.3 million and diluted earnings were $1.05 per share. For the first six months of 2021, net sales were $384.4 million and diluted earnings were $4.66 per share. For the corresponding period in 2020, net sales were $253.9 million and diluted earnings were $1.91 per share. The substantial increase in profitability for the second quarter was attributable to the increase in sales and production, resulting in favorable leveraging of fixed costs including depreciation, engineering and other indirect labor expenses, a significant reduction in sales promotional activities and improved labor efficiencies. Not surprisingly, our strong financial results yielded robust cash generation. During the first half of 2021, we generated $76.2 million of cash from operations. We reinvested $11.5 million of that back into the company in the form of capital expenditures. We estimate that 2021 capital expenditures will be approximately $20 million predominantly related to new product development. Our ability to shift manufacturing equipment between cells and between facilities improves overall utilization and allows for reduced capital investment. Our balance sheet at July 3, 2021, remains rock solid. Our cash and short-term investments, which are invested in UST bills, totaled $173.6 million. Our current ratio was 3.7:1, and we had no debt. Our stockholders' equity was $319.1 million, which equates to a book value of $18.14 per share, of which $9.86 per share was cash and short-term investments. Our shareholders continue to share in our success in a direct and timely manner. In the first month -- in the first six months of 2021, we returned $27.6 million to our shareholders through the payment of dividends. Our Board of Directors declared a $1 per share quarterly dividend for shareholders of record as of August 16, 2021, payable on August 27, 2021. Upon receiving the $1 quarterly dividend, shareholders will have received over $2.50 of dividends per share thus far in 2021. As a reminder, our quarterly dividend is approximately 40% of net income and, therefore, varies quarter-to-quarter. That's the financial update for the second quarter. The second quarter of 2021 marked the seventh consecutive quarter of meaningful growth in sales, profitability and virtually every financial and operating metric despite the challenges posed by the COVID-19 pandemic. Demand for our products has remained strong. The estimated unit sell-through of the company's products from the independent distributors to retailers increased 13% in the first half of '21 compared to the prior year period. For the same period, the National Instant Criminal Background Check System background checks, as adjusted by the National Shooting Sports Foundation, commonly referred to as NICS checks, decreased 5%. The increase in the sell-through of the company's products compared favorably to the decrease in adjusted NICS background checks and may be attributable to the following: strong consumer demand for Ruger products, increases in production for each of the past seven quarters and the introduction of new products that have been met with strong consumer demand. New product development remains among our highest priorities. On the heels of the successful MAX-9 pistol launch earlier this year, we introduced the Ruger LCP MAX, a 380 Auto pistol in June. This is the latest offering from the Ruger LCP family, which has set the standard for personal protection pistols for over a decade. The LCP MAX joins an impressive roster of products that were introduced in the past two years. These include the extremely popular Ruger-57 Pistol, which is awarded the 2020 Caliber Award for best overall new product by the Professional Outdoor Media Association in conjunction with the NASGW. The LCP II in. 22 Long rifle, which is based on the venerable LCP platforms and utilizes our Lite Rack system for easier slide manipulation and reduced recoil. The Wrangler revolver, our latest take on the classic single-action revolver, which shows no signs of slowing down and the MAX-9 pistol, a versatile 9-millimeter pistol that has been met with tremendous excitement. In the first half of 2021, new product sales represented $78 million or 22% of firearm sales compared to $48 million or 21% of firearm sales in the first half of 2020. As a reminder, derivatives and product line extensions of mature product families are not included in our product sales -- new product sales calculation. Nonetheless, they are valuable additions to the Ruger catalog of products and are greatly appreciated by distributors, retailers and our loyal Ruger consumers. We look forward to the return of Marlin lever action rifles, which we plan to begin shipping in the fourth quarter. If you're interested in following our progress with the Marlin product line, check out Marlin firearms on Facebook or Instagram. We have been delighted with the overwhelming interest and support that we have received from Marlin fans. Since March of 2020, our workforce has been strengthened by approximately 400 folks, an increase of 25%, and our quarterly unit production has increased by over 200,000 units or 58%. This outsized growth in production is indicative of our labor efficiency gains. And despite the growth in our output at the end of the second quarter of 2021, our finished goods inventory and distributor inventories of Ruger products were 160,000 units lower than they were at the end of the first quarter of 2020. The last time these inventories were at what we would consider normal or expected pre-COVID-19 levels. Since the onset of COVID-19 in March of 2020, we remain proactive in maintaining the health and safety of our employees and mitigating its impact on our business, by providing all hourly employees with an additional two weeks of paid time off in 2020 and an additional week in 2021, providing cash and other incentives for employees to become fully vaccinated, holding multiple on-site COVID-19 vaccination clinics at our manufacturing facilities, reducing hiring in early 2020 to help maintain the health and safety of employees and the cleanliness of our facilities, encouraging employees to continue to work remotely wherever possible and maintaining social distancing throughout each manufacturing facility, including in every manufacturing cell, confidentially communicating with and assisting employees with potential health issues through our dedicated facility nurses, restricting visitor access to minimize the introduction of new people to the factory environment, implementing additional cleaning, sanitizing and improved ventilation and other health and safety processes to maintain a clean and safe workplace, providing all employees with multiple face mask coverings and other personal protective equipment and currently mandating their use by unvaccinated and at-risk individuals at all times in our facilities and issuing periodic guidance and reminders to all associates to encourage them to engage in safe and responsible behaviors. With the United States once again seeing a rise in COVID-19 cases and positivity rates, we remain vigilant and are proactively adjusting our plan accordingly to keep our associates healthy and safe and to minimize any disruption to our business. We estimate that COVID-related costs will total approximately $1.5 million in 2021. Included in this estimate is a $200 bonus for every employee who becomes fully vaccinated. Our financial strength, evidenced by our debt-free balance sheet provides financial security and flexibility as we manage through challenges like COVID-19 and remain focused on the long-term goals and creation of shareholder value. Those were the highlights of the second quarter of 2021. Operator, may we have the first question? ","compname reports q2 diluted earnings of $2.50 per share. compname reports second quarter diluted earnings of $2.50 per share and declares quarterly dividend of $1.00 per share. q2 earnings per share $2.50. q2 sales $200.1 million. " "Before I turn things over to Jay, let me quickly go over our disclaimer. We encourage you to consider the risk factors contained in our SEC filings for a detailed discussion of these risks and uncertainties. We undertake no obligation to update these statements as a result of new information or further events, except as required by law. A recording of the call will be available later today. Our commentary today will also include non-GAAP financial measures. And with that, I'll turn things over to Jay Farner to get us started. Our platform continues to execute at scale and grow across our businesses. Rocket Mortgage is the largest mortgage lender in America with industry-leading profitability. Our title and settlement services business, Amrock, is also the largest of its kind in the country. Our emerging businesses also set new records in the quarter. Rocket Homes reached $2.3 billion in real estate transaction value, and its current annualized run rate placed the company among the top 20 brokerages in the country. Rocket Auto also reached a record $530 million in gross merchandise value in the quarter. The number of vehicle sales facilitated by Rocket Auto in the last 12 months would put the company in the top 10 of all used car dealers nationwide. I'm also excited to touch on the new Mortgage-as-a-Service opportunity we're launching in partnership with Salesforce. Last quarter, we had excellent results. with closed loan volume and gain on sale margin exceeding the top end of our guidance range. Rocket Mortgage delivered $88 billion in closed loan volume, and Rocket Companies generated $3.2 billion in adjusted revenue and $1.6 billion in adjusted EBITDA. On an adjusted EBITDA basis, we doubled the size of our business compared to 2019, again, demonstrating the sheer power and scalability of the Rocket platform. We hit new records in both purchase and cash out refi volume in Q3. We've also just recently announced a major partnership with Salesforce. Up to this point in time, we have used Rocket technology to process our own mortgage volume through both our direct-to-consumer and partner network channels. The Salesforce partnership will now open our mortgage technology and process to third-party financial institutions through the Salesforce Financial Services Cloud. This new Mortgage-as-a-Service model is a game changer for the industry and for Rocket. More than simply leveraging our technologies, these banks and credit unions will have Rocket integrated into their centralized workflow, making the process seamless and simple. The opportunity is massive. In 2020, the approximately 10,000 banks and credit unions originated over $1 trillion in mortgages. That represents nearly a third of the total market in the US We believe Mortgage-as-a-Service represents a new model for financial institutions to partner with Rocket, paving the way for an even larger opportunity to provide consumer lending as a service, including mortgages, auto loans and personal loans. Expect to hear more about this partnership in the first half of 2022. With multiple channels all operating at scale over a broad range of products, we have many levers to drive growth while optimizing gain on sale margins even in shifting markets. Our ability to pivot and scale is Rocket's key differentiator. In fact, in the third quarter, we saw strong growth in our direct-to-consumer channel, where our purchase initiatives continue to gain traction. We will be allocating additional resources to further support this growth. More broadly, we've seen strength in products that aren't as interest rate-sensitive. In the third quarter, both purchase and cashout refinancing hit new company records, rising approximately 70% year over year. This growth is a direct result of Rocket's commitment to providing speed, certainty and choice to our clients, all of which are crucial in the ongoing inventory constrained, highly competitive housing market. Not only did we set a record for purchase volume in the third quarter with both our direct-to-consumer and partner channels achieving all-time highs, but by the end of September, we had already originated more purchase volume than any full year prior. This rapid growth in the purchase segment puts us well on our way to reaching our goal of becoming the No. 1 retail purchase lender by 2023. Helping drive our continued growth in the purchase category is our seamless end-to-end homebuying ecosystem in partnership with Rocket Homes. Through our integrated platform, clients can find their next house on Rocket Homes' 50 state home listing search platform, secure an agent from the company's agent network, get financing through Rocket Mortgage, have Amrock conduct the title work and appraisal for them and then after closing, have their mortgage serviced by Rocket Mortgage, all from one centralized platform. Other key drivers helping us win in today's purchase market are industry-leading products like our Overnight Underwrite and a broad range of homebuying and selling services. For instance, Rocket Homes offers the choice to sell your home through its on-staff agents, its 50-state network of real estate professionals or through its ForSaleByOwner platform. Additionally, we recently rolled out our Breaking Barriers program for our Rocket Pro TPO partners. These technology enhancements, paired with programming to better connect real estate professionals and mortgage brokers are designed to give our partners the tools that they need to win today and well into the future. As we look ahead to the next year, we expect our Rocket Mortgage business to achieve continued market share growth, exceeding 10% share in a purchase-heavy market. This is consistent with our track record of being opportunistic to grow share. For instance, in 2019, our company's mortgage originations accounted for roughly 6.5% of the market. In 2020, that grew to nearly 8.5%. With the fourth quarter guidance released earlier today, which Julie will walk through in more detail, we are well on pace to break 2020's strong origination record of $320 billion and end the year with 9.5% market share. As we look toward 2022, we will continue to invest in the rapid growth of our platform. delivering a unified client experience across mortgage, real estate, auto, personal loans and solar. In our emerging businesses, we expect continued growth from Rocket Auto and Rocket Homes in 2022, on top of the records reached in 2021. We will also formally launch our solar program and continue to target new product categories to add to the Rocket platform, either organically or through acquisition. Our platform has been built to capitalize on the vast data, proprietary technology, trusted brand and Cloud Force here at Rocket Companies. Refined over decades, these pillars of our platform are the foundation of our growth ahead. With that, I'll turn things over to Julie to go deeper into the numbers. I'm pleased to report another quarter of strong financial results for Rocket Companies as we continue to leverage our flexible platform, grow our business at scale and drive substantial profitability. Now, we'll get into the numbers. During the third quarter of 2021, Rocket Companies generated $3.2 billion of adjusted revenue, which is a 76% increase from Q3 2019. We had $1.6 billion of adjusted EBITDA in the quarter, more than doubling the results of Q3 2019, representing a 48% adjusted EBITDA margin. We delivered net income of $1.4 billion, up 181% from Q3 2019 and adjusted net income of $1.1 billion, exceeding Q3 of 2019 by more than two times. Over that same period, our adjusted net income margin was 36% and adjusted earnings per share was $0.57 for the quarter. Rocket Mortgage generated $88 billion of closed loan origination volume during the quarter, up nearly 120% from $40 billion in Q3 2019. Focusing on home purchase, our momentum has continued with Q3 purchase volume up more than 70% year over year, marking a new company record set in just the first nine months of the year. In fact, both our direct-to-consumer and partner network segment generated all-time highs for purchase volume during the quarter with our higher-margin, direct-to-consumer business having the strongest gain. For the quarter, our rate lock-in on sale margin was 305 basis points, which was above the high end of our guidance range and substantially higher than multichannel mortgage originators. Gain on sale margins improved quarter over quarter in both our direct-to-consumer and partner network segment. Our emerging businesses continued to reach new record. At Rocket Homes, we generated record real estate transaction value of $2.3 billion during the quarter, closing more than 9,000 transactions. Our rockethomes.com website continues to increase high-intent traffic and was up nearly five times year over year with 2.4 million monthly average users during Q3. On a year-to-date basis, Rocket Auto's gross merchandise value, or GMV, and has grown nearly two and a half times year over year as momentum for this business continues to grow as we expand inventory partners and with the launch of rocketauto.com. We are leveraging our platform and strong base of 2.5 million servicing clients as of the end of October to grow and ramp these emerging businesses. The Rocket Companies flywheel is based on leveraging our profitability advantages to constantly reinvest in our business, driving continued growth and strengthening our competitive position. We see tremendous potential to drive sustainable and profitable market share gains in our core mortgage business. We are also investing to grow beyond mortgage and leverage our platform to scale our newer real estate, auto, personal loans and solar businesses. This growth will come from continued investment in the pillars of our platform, particularly technology. Fueled by our vast data lake aggregated through millions of client interactions, our technology drives speed and certainty to improve client experience, higher efficiency for our businesses and opens the door to new market opportunities. For example, Amrock completed its 1 millionth digital closing in September, cementing its leadership position in the eClosing market. Amrock digital experience makes the closing process easier, faster and more accessible translating to a better client experience overall. Cumulatively, our technology investments are driving meaningful change in our business. We expanded the rollout of Rocket Logic, which can now be used by substantially all of our Rocket Cloud Force. On a year-over-year basis, our turn times improved by more than 33% this quarter, extending the gap between us and others in the industry. This was achieved while generating a similar level of business with a substantially higher mix of purchase transactions, which historically take longer to close. We're also leveraging our technology platform beyond our own four walls. As Jay mentioned, our recently announced Mortgage-as-a-Service offering with Salesforce opens up a new opportunity for Rocket Mortgage to partner with medium and large-sized financial institutions that make up approximately a third of the mortgage market. Mortgage as a Service represents a large incremental opportunity for Rocket Mortgage to continue growing market share in the years ahead. Increasing the lifetime value of our clients is another core component to our growth strategy. Our business is profitable on the first transaction with the client. We then maintain ongoing loan servicing relationships with 2.5 million clients representing over $530 billion in outstanding loan principal as of the end of October. Mortgage servicing drives a recurring cash free for Rocket Companies of $1.3 billion on an annual basis, which covers nearly a quarter of our annualized expenses. More importantly, with service unpaid principal balance of 30% in the past 12 months and net retention above 90%, we are positioned to continue to drive additional clients to our platform across both our direct-to-consumer and partner network channels. In addition to generating our clients organically, we acquired MSRs with an aggregate unpaid principal balance of $3.6 billion during the third quarter. This is in accordance with our growth strategy as we have found that our industry-leading retention rate positions us to generate attractive returns through select MSR portfolio acquisitions. We remain aggressive in pursuing this strategy, and we'll continue to look for opportunities to deploy capital through these types of acquisitions. Looking ahead to Q4, the housing market remains active. Homeowners are sitting on the highest levels of home equity in history, and the investments we have been making are gaining traction across the platform, especially with the progress we're making in purchase. For the fourth quarter, we currently expect closed loan volume in the range of $75 billion to $80 billion, and rate lock volume between $71 billion and $78 billion. At the midpoint of our fourth quarter guided range, our full year 2021 closed loan origination volume would exceed $350 billion, exceeding the previous record of $320 billion achieved in 2020 by more than 10%. Rocket Mortgage has a long-term track record of consistent market share gains. We have grown market share from 1% in 2009 to nearly 8.5% in 2020, 9.5% in 2021 and expect to reach more than 10% in 2022. We expect fourth quarter gain on sale margin to be in the range of 265 to 295 basis points. Regarding our expenses, we believe the run rate of operating expenses for the third quarter of 2021 is a good reference for the fourth quarter. Turning to our balance sheet, liquidity and capital allocation. We exited the third quarter with $2.2 billion of cash on the balance sheet and an additional $2.9 billion of corporate cash used to self-fund loan originations for total available cash of $5.1 billion. Total liquidity stood at $8.6 billion as of September 30, including available cash plus undrawn lines of credit and undrawn MSR line. Keep in mind, even with the record level of originations we generated in 2021, we need less than $1 billion of cash on hand to properly operate our business. Our business is capital-light and our balance sheet is extremely strong. As we've said before, our capital priorities always start with proper capitalization and reinvesting in the business. With $5.1 billion of available cash, we have the opportunity to consider acquisitions, repurchase shares and return capital to shareholders via dividends as we've done in the past. For acquisitions, we look for bolt-on targets that would be additive to our platform by bringing new clients into our ecosystem, enhancing operational efficiencies or enhancing our product offering. During the third quarter, we increased the level at which we have bought back shares. Through the end of October, we have deployed $94 million to repurchase approximately 5.7 million shares. This is in addition to the special dividend of $1.11 per Class A common share, funded by an equity distribution of $2.2 billion that was paid in March. In total, we have returned $2.3 billion to all classes of shareholders during the year. We will deploy our capital in a strategic and disciplined manner to generate long-term shareholder value. Also, one small housekeeping item. Previously, we used the terms funded loan volume and funded loan gain on sale margin. Since loans are considered sold when they are purchased by investors on the secondary market, we felt the terms sold loan volume and sold loan gain on sale margin align more closely with the definition and are the terms that we will use going forward. There's no change to the metrics we are reporting, only a change in the terminology. ","qtrly adjusted diluted earnings per share $0.57. " "Sorry for that, we were having a few audio issues. So we've redialed back in. Joining me on the call today to discuss our quarterly results are CEO, Mick Farrell and CFO, Brett Sandercock. Other members of management will be available during the Q&A portion of the call. During our call, we will discuss several non-GAAP measures. We believe these statements are based on reasonable assumptions. However, our actual results may differ. I'll then review top level financial results, some business highlights from the quarter, and a few key milestones. Then I'll hand the call over to Brett, who will walk you through our financials in further detail. Our team achieved another quarter of strong revenue growth across the portfolio driven by superb performance in the mask category particularly in the U.S. market with good performance across the 140 countries where we provide our solutions. We continue to take market share with our software solutions that enable increased therapy adherence with resupply programs providing support to those who need it and with our innovative new products. Customers are voting with their wallets and they are voting for ResMed. As the world's leading software-driven medical device company, we are using digital health technology to transform the industry. We have sold nearly 11 million 100% cloud connectable medical devices into the market and Air Solutions, our cloud-based ecosystem manages more than 12 million patients. In the last 12 months, we have changed over 15 million lives by providing a person with a ResMed device or complete ResMed mask system to help them breathe better and live better lives. In addition, our Brightree and MatrixCare software systems are helping to manage 19 [Phonetic] million more people outside the hospital. Digital health technology is an integrator across everything that ResMed does. AirView, myAir, Propeller and a portfolio of other digital health solutions allow us to better engage with our customers and partners, including patients, physicians, providers, payers and complete healthcare systems. We are investing in advanced analytics and expanding our capabilities in machine learning and machine intelligence so that we can grow this digital health ecosystem at double digits on a volume basis. We now have over 5.5 billion nights of respiratory medical data in the cloud and we are analyzing these data to derive actionable insights for the benefit of patients, physicians, providers and healthcare systems. Our relentless focus on product and software innovation continues to set us apart from our competition. We have massive opportunities ahead in sleep apnea, in COPD as well as in outside the hospital software to help patients live better quality lives, to help patients and healthcare systems save money and to help achieve better management of chronic disease. We believe that the future of healthcare is outside the hospital. That's where ResMed's competes today and that's where we are winning today. We have the right elements in place to achieve our strategy and to drive financial success as we provide market leading value to customers. Let's now briefly review our top level financial results. We achieved another quarter of double digit revenue growth. We were up 14% in constant currency across our portfolio. This growth continues to be well balanced across our domestic U.S. as well as our global product sales as well as from our software as a service businesses. We continue to deliver operating leverage with non-GAAP operating profit growth of 21% year-over-year and non-GAAP diluted earnings per share of $1.21. I'd like to focus now on our core sleep apnea and respiratory care businesses. In the devices category, we delivered a good quarter with year-over-year constant currency device growth of 8% globally supported by strong 9% device growth in the United States, Canada and Latin America geographies, as well as by improving, Europe, Asia and rest of world growth, which was at 6% constant currency in the device category. We continue to face headwinds for device growth in France as a result of the 2018 and 2019 digital health-related fleet upgrades. We expect that the headwinds will begin to abate in the upcoming European summer and we will start to return to market growth for devices in France during fiscal year 2021. Underlying patient growth remains healthy around the globe and we continue to benefit from strong market dynamics with over 900 million people worldwide suffering from undiagnosed and untreated sleep apnea. Growth in the masks and accessories category of our business was incredibly strong during the quarter. We were up 16% constant currency globally in this category, well ahead of market growth rates, indicating that we gained significant market share with our latest patient interface innovations. Removing the impact of some software within this category, we are still growing our global mask franchise in the mid teens. Our flagship masks, the AirFit F20 and the AirFit N20 continue their growth across global markets. The success of these masks was augmented by continued good uptake of our more recent masks launches. We have launched a steady rhythm of mask innovation over the past 15 months. We have just lapsed the successful launch of the F30 in the December quarter and we will lap the launch of the N30 the N30i and the P30i during the coming 12 months. The F30i was launched just over a week ago combining the needs for patients in the freedom and the minimalist mask segments. With our portfolio of solutions, we are ensuring that we have the right mask for every patient, every time. We are innovating and expanding our mask portfolio to offer comprehensive options for physicians and home care providers and for the specific needs of the ultimate customer and that's the person who suffocates every night with sleep apnea. We remain focused on driving innovation to meet underserved customer needs. We are creating future products that are smaller, quieter, more comfortable, and more customized to each persons needs. Through digital health technologies such as the myAir app, we are driving patient engagement with our therapy so that people can enjoy the benefits of better breathing and better sleep. We have well over 2 million patients using myAir and leveraging its insights and personalized feedback through coaching algorithms. In parallel, we are also ensuring that the cost of sleep apnea as a chronic disease can be better managed by physicians, providers, payers, and healthcare systems. Our digital end-to-end solutions combined with available 100% cloud connectivity as well as information provided to patients on their own smartphones are all leading to significant improvements in cost, improvements in healthcare outcomes, and improvements in quality of life. We believe cloud-based software combined with world-leading medical devices can add value and improve both clinical outcomes as well as the patient experience. On the partnership front, our joint venture with Verily is creating software solutions to help identify and engage and enroll people with sleep apnea on a journey to better sleep and better breathing. We have commenced pilots in a handful of U.S. cities to improve awareness, identification, and engagement with the importance of good sleep and breathing to overall health. Our philosophy is this, the more a person knows about how much they suffocate every night and the consequences of that suffocation on their overall health outcomes, the more likely they will seek solutions. At its simplest level, this partnership will drive incremental growth in our core sleep apnea business. Over the longer-term and on a deeper level, this partnership will also allow ResMed to participate in a broad chronic disease management platform covering sleep apnea, cardiovascular disease, diabetes, mental health and beyond. I'd like to now focus on our business in respiratory care. There are nearly 400 million people suffering from chronic obstructive pulmonary disease or COPD worldwide. We don't believe these people are well served by global healthcare systems today and many COPD patients are frequent visitors to hospital emergency rooms with admissions and frequent readmissions. We have a vision to better manage COPD patients through the use of technology with digital end-to-end solutions, technology such as our Propeller platform helps how patients are communicated to, it helps how they are encouraged in their medical care and it helps how folks are looked after as an individual person. We believe that technology combined with world-leading medical equipment can add substantial value to improve both clinical outcomes and the patient experience. We plan to offer a portfolio of solutions through all stages of COPD progression. We will be there with stage 1 and stage 2 COPD patients as they commence inhaled pharmaceutical therapy managed by the Propeller platform. We will be there with stage 2 and stage 3 COPD patients as they add portable oxygen therapy to their care. We will also be there with stage 3 and stage 4 COPD patients as they commence non-invasive ventilation therapy and ultimately life support ventilation therapy. We will manage the person on one end-to-end digital health COPD platform, helping the patients, helping their caregivers and loved ones as well as helping their physicians and providers so that they have the right information at the right time, lowering costs and improving outcomes. Our team at Propeller continues to progress their business as we move along the path from pilot trials to commercial partnerships with both pharmaceutical partners and healthcare systems. The digital health opportunity with inhaled respiratory medicine adherence will take time to build and we are making good progress. In December, Propeller was included as the only chronic respiratory disease solution in Express Scripts' first formulary for digital health solutions. In November, access for Propeller users was expanded to pharmacy services from CVS, from Walmart, from Kroger, and from Rite Aid. This was accessed directly from the Propeller app via the My Pharmacy feature within that smartphone application. We will update you on the milestones for Propeller with partners in both pharma as well as healthcare systems as we move forward throughout 2020. Finally, I'd like to focus on our software as a service business. We continue to integrate and optimize the out of hospital SaaS portfolio for long-term growth. We are focused on leveraging our competitive advantage as the only strategic player competing with leading software solutions focused on home medical equipment providers, skilled nursing facilities as well as home health and hospice providers. Our SaaS portfolio revenue grew 37% year-on-year this last quarter, benefiting from the MatrixCare acquisition that we lapped during November. We estimate that the weighted average market growth rate of these sectors we compete in is in the high-single digits. Excluding the timing benefit of the MatrixCare acquisition and on a pro forma basis, our SaaS portfolio grew in line with market in Q2. Our plan is to beat that market growth rate over the medium to long-term. As we reached the fourth anniversary of our Brightree acquisition here in 2020, we are achieving strong [Technical Issues] in our home medical equipment or HME sector with our Brightree team in Atlanta. We just passed the one-year anniversary with our MatrixCare acquisition in the quarter and we are increasing our investments in our MatrixCare team up there in Minneapolis. This investment is focused on new module introduction for our MatrixCare platform so that we can ensure that we are able to grow and share in our skilled nursing facility as well as home health and hospice sectors as we move forward. We are doing the hard work to make MatrixCare as successful as Brightree is in the ResMed portfolio and we have all the elements in place to do that. It took around 24 months to see strong sustainable returns from our investments in R&D and our management team at Brightree. We think we can meet or beat that timeline for strong and sustainable returns from our MatrixCare investments that we are currently making. Last quarter, we announced a collaboration with Cerner as their new preferred partner for home health and hospice software for Cerner's customers. It is early days in that partnership and things are going very well. We've started to migrate existing home health and hospice customers to our MatrixCare solution. Our sales team is actively engaged with Cerner's sales team with customers learning of the benefits of our MatrixCare home health and hospice software. We are excited to drive growth from this partnership. The rich interoperability between our two solutions will provide value for both Cerner and ResMed customers as well as their patients and residents. I would like to take a moment to announce an exciting technology tuck-in acquisition that we are just in process of completing. Just this week, Brightree signed an agreement to acquire a company called SnapWorx. SnapWorx is a privately held software company that provides patient contact management and workflow optimization for sleep apnea resupply. The combination of Brightree's technology and live call services with this new SnapWorx technology creates the largest resupply base in the industry with end-to-end workflow automation. For our HME customers, the combination of these two technologies Brightree and SnapWorx will increase patient adherence and increase operational efficiency. We expect the transaction to close very shortly. The acquisition of SnapWorx is expected to be neutral to our non-GAAP ResMed earnings per share initially. However, we expect this acquisition will be accretive to non-GAAP earnings per share during fiscal year 2021. In summary, we have the vision to transform and significantly improve software solutions across outside the hospital healthcare sectors. We see a future [Technical Issues] of hospital care. The continued success of our mask and device portfolio along with a solid pipeline of new products and new digital health solutions covering sleep apnea, COPD, and out of hospital software gives us confidence in continued growth as we move through the year. We have positioned ResMed for the long-term as the global leader in digital health driving top line and bottom line growth as we execute toward our 2025 strategy. We are focused on our triple aim. First, to slow chronic disease progression; second, to reduce overall healthcare system costs; and third, to improve quality of life for the ultimate customer, the patient. With that, I'll hand the call over to Brett in Sydney for his remarks and then we'll go to Q&A. In my remarks today, I'll provide an overview of our results for the second quarter of fiscal year 2020. As Mick noted, we had a strong quarter. Group revenue for the December quarter was $736 million, an increase of 13% over the prior year quarter. In constant currency terms, revenue increased by 14%. Excluding revenue from acquisitions, group revenue increased by 11% on a constant currency basis. Taking a closer look at our geographic distribution and excluding revenue from our software as a service business, our sales in U.S., Canada and Latin America countries were $408 million, an increase of 14% over the prior year quarter. Sales in Europe, Asia and other markets totaled $242 million, an increase of 5% over the prior year quarter. However, in constant currency terms, sales in combined Europe, Asia and other markets increased by 8% over the prior year quarter. Breaking out revenue between product segments, U.S., Canada and Latin America, device sales were $204 million, an increase of 9% over the prior year quarter. Masks and other sales were $204 million, an increase of 19% over the prior year quarter. Revenue in Europe, Asia and other markets device sales were $162 million, an increase of 4% over the prior year quarter or in constant currency terms, an increase of 6%. Masks and other sales in Europe, Asia and other markets were $79 million, an increase of 8% over the prior year quarter or in constant currency terms, an increase of 11%. Globally, in constant currency terms, device sales increased by 8% while masks and other sales increased by 16% over the prior year quarter. Software as a service revenue for the second quarter was $87 million, an increase of 37% over the prior year quarter. During the rest of my commentary today, I'll be referring to non-GAAP numbers. The non-GAAP measures adjust for the impact of amortization of acquired intangibles, purchase accounting fair value adjustment to MatrixCare deferred revenue, litigation settlement expenses, and acquisition-related expenses. Note that this quarter for GAAP reporting purposes, we are now reflecting the portion of amortization of acquired intangibles attributable to develop technology in our cost of sales rather than being allocated to operating expenses. We've made this change to align with SEC disclosure guidance. This will mean we'll disclose both GAAP and non-GAAP gross profit measures going forward. Going forward, I will reference this non-GAAP metric as I believe it is the best measure of our underlying gross margin. Our non-GAAP gross margin improved to 59.7% in the December quarter compared to 59.1% in the same quarter of last year. Compared to the prior year, our non-GAAP gross margin increased by 60 basis points. This was predominantly attributable to favorable product mix and manufacturing efficiencies, partially offset by typical declines in average selling prices. Moving on to operating expenses, our SG&A expenses for the second quarter were $171 million, an increase of 6% over the prior year quarter. In constant currency terms. SG&A expenses increased by 8%. Excluding acquisitions, SG&A expenses increased by 2% on a constant currency basis. SG&A expenses as a percentage of revenue improved to 23.3% compared to 24.8% that we reported in the prior year quarter. Looking forward, subject to currency movements and taking into account recent acquisitions, we expect SG&A as a percentage of revenue to be in the range of 23% to 25% for the remaining two quarters of fiscal year 2020. R&D expenses for the quarter were $50 million, an increase of 16% over the prior year quarter or on a constant currency basis, an increase of 18%. Excluding acquisitions, R&D expenses increased by 4% on a constant currency basis. R&D expenses as a percentage of revenue was 6.8% compared to 6.6% in the prior year. Looking forward, subject to currency movements, we expect R&D expenses as a percentage of revenue to be in the range of 7% to 8% for the balance of fiscal year 2020. Total amortization of acquired intangibles was $20.6 million for the quarter, an increase of 30% over the prior year quarter reflecting the impact from our recent acquisitions. Stock-based compensation expense for the quarter was $14.1 million. Our non-GAAP operating profit for the quarter was $218.5 million, an increase of 21% over the prior year quarter while non-GAAP net income for the quarter was $176.3 million, an increase of 22% over the prior year quarter. On a GAAP basis, our effective tax rate for the December quarter was 10.2% while on a non-GAAP basis, our effective tax rate for the quarter was 11.6%. Our tax rate was favorably impacted by a tax benefit of $20.3 million associated with the vesting of employee share-based compensation, in particular, the tax deduction associated with the vesting of executive performance stock units in November. Excluding the impact from this benefit, our GAAP effective tax rate would have been 21.6% and our non-GAAP effective tax rate would have been 21.8% [Phonetic]. Looking forward, we estimate our effective tax rate for the second half of fiscal year 2020 will be in the range of 19% to 21%. Non-GAAP diluted earnings per share for the quarter were $1.21, an increase of 21% over the prior year quarter while GAAP diluted earnings per share for the quarter were $1.10. Now diluted earnings per share were also favorably impacted by the tax benefit that I've just discussed. Excluding the impact of this gain, our non-GAAP earnings per share would have been $1.07. Cash flow from operations for the second quarter was $69.9 million reflecting robust underlying earnings, partially offset by the timing of tax payments with $111 million in tax paid in our second quarter. Additionally, we made the payment for our settlement to the U.S. Department of Justice of $40.6 million this quarter. Capital expenditure for the quarter was $25.1 million. Depreciation and amortization for the December quarter totaled $45.5 million. During the quarter, we paid dividends of $56.1 million. We recorded equity losses of $6.9 million in our income statement in the December quarter associated with the Verily joint venture. We expect to record approximately $6 million of equity losses each quarter for the balance of fiscal year 2020 associated with the joint venture operations. Our Board of Directors today declared a quarterly dividend of $0.39 per share. At December 31, we have $1.3 billion in gross debt and $1.1 billion in net debt. Our total assets were $4.4 billion and our balance sheet remains strong with modest debt levels. Finally, to recap, our top line revenue was strong this quarter with growth across all major categories. Gross margin expanded and our operating costs remained well controlled. As a result, we are continuing to drive operating leverage with Q2 non-GAAP operating profit up 21% year-on-year. We are focused on driving operating results integrating our SaaS acquisitions and ensuring we continue to invest in our strategic long-term opportunities. And with that, I'll hand the call back to Amy. We will now turn to the Q&A portion of the call. I would like to remind everyone to limit yourself to one question and if you have additional questions, please feel free to return to the call queue. Christine, we are now ready for the Q&A portion of the call. ","compname reports q2 non-gaap earnings per share $1.21. q2 non-gaap earnings per share $1.21. q2 gaap earnings per share $1.10. agreed in january to acquire snapworx. " "These statements are not guarantees of future performance and therefore you should not place undue reliance upon them. Also, our discussion today may include references to certain non-GAAP measures. I'm joined today by Harp Rana, our chief financial officer. Following our strong performance in the second half of last year, we carried forward the momentum into 2021. In the first quarter, we generated record bottom-line results of 25.5 million of net income and $2.31 of diluted EPS. Our growth initiatives helped to reduce our typical first-quarter seasonal liquidation and the impact of new stimulus payments, which in turn drove strong revenue performance. At the same time, we maintained a superior credit profile with historically low 30-plus day delinquencies. Despite pressure from a combination of tax refunds and two stimulus payments in the quarter, our core small and large loan portfolio grew by $18 million, or 2%, over the prior-year period, and was down only $28 million, or 2.5%, quarter over quarter. This strong result was driven, in part, by the new growth initiatives that we implemented in 2020, which continued to perform very effectively. We originated $231 million of loans in the quarter, up 1% year over year and up 5% from the first quarter of 2019, with 29 million [Inaudible] originated loans derived from new growth initiatives. The second round of $600 stimulus checks appeared to have been spent relatively quickly. The third round of $1,400 stimulus checks led to a temporary period of higher loan payment activity along with some weakening of loan demand. As a result, while the stimulus payments impacted first-quarter demand, the overall impact on our typical first-quarter seasonal loan portfolio liquidation was much lower than we expected and much lower than what some others in our industry and in the prime credit space experienced. Our large loan portfolio actually grew sequentially in the first quarter by $4 million or 0.6% as the stimulus measures disproportionately impacted our higher-rate small loan portfolio. Loan demand remained relatively soft in April due to the impact of the distribution of the remaining 20% of stimulus payments along with additional tax refunds. However, we saw demand start to pick up in the latter part of April, and we expect demand to continue to rebound in May and June, which should enable us to generate modest loan growth in the second quarter. We continue to believe that loan demand in the second half of the year will be strong as the economy more fully reopens. Credit quality continued to remain very solid in the quarter, and our balance sheet remains robust. Our net credit loss rate during the quarter was 7.7%, a 280 basis points improvement from the prior-year period. And we ended the quarter with a record-low, 30-plus day delinquency rate of 4.3%, a 230 basis points improvement from the end of March of 2020. As of April 30, our 30-plus day contractual delinquency rate further improved to approximately 3.7%. We expect that our credit performance will continue to be strong throughout 2021. Any COVID-related net credit losses will occur in late 2021 at the earliest, though we anticipate that our delinquency rate will begin to normalize throughout the balance of the year as the benefits of federal stimulus dissipate. Given our continued superior credit performance, we released $6.6 million in COVID-19 reserves in the first quarter and $3.8 million of additional reserves as a result of the seasonal runoff in the portfolio. our 139.6 million allowance for credit losses as of March 30 first continues to compare quite favorably to our 30-plus day contracts of delinquency of 47.7 million. Our allowance includes a 23.8 million reserve for additional credit losses associated with COVID-19. We remain conservative in our maintenance with COVID reserves as the overall economy has not yet fully recovered from the pandemic. We also continue to further strengthen our overall balance sheet and liquidity position. In April, we enhanced our warehouse facility capacity by closing on two new warehouse facilities with our current lenders, Wells Fargo and Credit Suisse, and by adding a third warehouse facility with a new lender JPMorgan. While our prior facility only funded large loans, the new facilities fund multiple collateral types, including small loans, large loans, convenience checks, and digitally originated loans. We are very pleased with this outcome. It represents yet another step in the evolution of our capital structure as we continue to pursue new avenues of funding diversification and additional capacity to support our business growth plans and our capital return program. To that end, we are happy to announce an increase of our quarterly dividend by 25% to $0.25 per share. In addition, in May, we completed a $30 million stock repurchase program that began in the fourth quarter of 2020, having repurchase, in total, 951,841 shares at a weighted average price of $31.52 per share. Our board of directors recently authorized a new $30 million stock repurchase program, which we plan to commence later this month. Our outstanding performance and financial results over the past year have enabled us to maintain and expand an attractive capital return program for our shareholders. As we discussed on our last call, 2021 is a year of investment in our long-term growth. We remain focused on investing in our digital capabilities to complete our omnichannel model, geographic expansion into new states, and new product and channel development to drive additional long-term growth. In the first quarter, we completed development of and began testing our improved digital pre-qualification experience for our customers. Digitally sourced originations represented 33% of our total new borrower branch volume in the first quarter and 25% of all branch originations we bought remotely in March. We are very pleased to see the success of our digital and technological investments, and the adoption of our expanding omnichannel model by our customers. In the second and third quarters, we expect to roll out the new prequalification experience to all our states and to begin integrating the new functionality with our existing and new digital affiliates and lead generators. In addition, within the next few months, we will begin testing a new guaranteed loan offer program, which is an alternative to our convenience check loan product and offers online settlement with ACH funding into a customer's bank account. We also remain on track to be in testing our end-to-end digital origination products for new and existing customers later this year. And by the first quarter of 2022, we expect to roll out an improved online customer portal and the mobile app. As we communicated previously, we entered Illinois, our 12th state, in mid-April and are excited to begin offering our valuable loan products to millions of new consumers in the state. We plan to open 15 to 20 net new branches in 2021. We also expect to enter up to two additional states by the end of 2021 and an additional four to six states over the next 18 months. Our geographic expansion will be supported by our digital and new growth initiatives, allowing our branches in these states to maintain a wider geographic reach, resulting in higher average receivables per branch and the need for fewer branches. Our digital investments and geographic expansion will also offer new products to our customers including our new auto secured product which we began testing in the first quarter, and we expect to roll out to all our states by the end of the third quarter. We are very excited about the rest of this year and what the future holds for our franchise. We will continue to invest throughout the year and our growth initiatives while maintaining our focus on credit quality and optimizing our overall underwriting capabilities. As of March 31, approximately 70% of our total portfolio had been originated since April 2020. The vast majority of which was subject to enhance credit standards that we deployed following the outset of the pandemic. Our credit performance and underwriting capabilities continue to be foundational to our operational success and provide us with confidence as we pursue our long-term growth strategies. We could not be happier with our first-quarter performance, which is a testament to the strength and dedication of the entire regional team. We remain fully committed to our customers and our path forward, and we are in a prime position to generate strong top and bottom-line growth for the full year. As we execute on our priorities this year, we are also looking ahead to 2022 and beyond. We are focused on our key strategic initiatives of digital innovation, geographic expansion, and the development of new products and channels, all of which will allow us to gain market share and create sustainable, long-term value for our shareholders. Let me take you through our first-quarter results in more detail. We generated net income of 25.5 million and diluted earnings per share of $2.31, resulting from our growth initiatives, stable operating expenses, lower funding costs, and strong credit. As illustrated on Page 4, branch originations were comparable to prior year as we ended first quarter, originating 169.7 million of loans. Meanwhile, we grew direct mail and digital origination by 9% year over year to 61.7 million. Our total originations were 231.4 million, 1% higher on a year-over-year basis and 5% higher than the first quarter of 2019 despite two rounds of government stimulus payments in the first quarter. Our new growth initiative [00:13:13.23] [Inaudible] 29 million of first quarter origination. Page 5 displays our portfolio growth and mixed trends through March 31. We closed the quarter with net finance receivables of 1.1 billion, up 3 million from the prior-year period as we continue to successfully execute on our new growth initiatives and marketing efforts. Our core loan portfolio grew 18 million, or 1.7%, from the prior year and decreased only 2.5% from the end of the fourth quarter, in line with normal seasonal liquidation despite the two rounds of government stimulus. Small loans decreased 8% quarter over quarter due to the disproportionate impact of the stimulus payments on this portfolio, while large loans grew slightly at 0.6% versus the fourth quarter of 2020. For the second quarter, as Rob noted, we expect some trailing impact from the third round of stimulus and tax refunds due to the extended tax season in April, followed by a rebound in demand this month and next. Overall, we expect to see modest quarter-over-quarter growth in our finance receivables portfolio in the second quarter. On Page 6, we show our digitally sourced originations, which were 33% of our new borrower volume in the first quarter. Another high watermark for us. This demonstrates our commitment to meeting the needs of our customers and serving them through our omnichannel strategy. During the first quarter, large loans were 64% of our digitally sourced originations. Turning to Page 7, total revenue grew 2% to 97.7 million. Interest in field increased 10 basis points year over year, primarily due to improved credit performance across the portfolio as a result of the government stimulus, tightened underwriting during the pandemic, and our overall mix shift toward higher credit quality customers. This resulted in fewer loans in nonaccrual status and fewer interest accrual reversals, offset in part by the continued product mix shift toward lower yielding large loans. Sequentially, interest in field and total revenue yield decreased 80 and 90 basis points, respectively. Due to a combination of seasonality, our continued portfolio mix shift to larger loans, and the second stimulus payment, which is noted previously, had a disproportionate impact on our small loan runoff in the first quarter. As of March 31, 65% of our portfolio were large loans and 81% of our portfolio had an APR at or below 36%. In the second quarter, we expect total revenue yield to be approximately 30 basis points lower than the first quarter, and our interest in field to be approximately 20 basis points lower due to the impact that the third and largest stimulus payment is expected to have on our higher-yielding small loan portfolio. Moving to Page 8, our net credit loss is 7.7% for the first quarter, a 280-basis-point improvement year over year, while delinquencies remain at historically low levels. Net credit loss is roughly 80 basis points from the fourth quarter. This is due to normal seasonal increases of NPLs in the first quarter, but the rate of increase of 80 basis points in frst quarter was below the 150 and 180 basis point seasonal increases that we experienced in 2020 and 2019, respectively. Due to government stimulus improving economic conditions and our lower delinquency levels, any COVID-related losses will occur in late 2021 at the earliest. As a result, we expect that our full-year net credit loss rate will be approximately 8%. Our 30-plus day delinquency levels as of March 31 was a record 4.3%, a 230 basis point improvement from the prior year and 100 basis points lower than December 31. At the end of April, we saw 30-plus day delinquencies dropped further to a record low of approximately 3.7%. Moving forward, we expect 30-plus day delinquencies to gradually rise off the April low to more normal levels. Turning to Page 10, we ended the fourth quarter with an allowance for credit losses of 150 million or 13.2% of net finance receivables. During the first quarter of 2021, the allowance decreased by 10.4 million to 12.6% of net finance receivables. The decrease in reserves, including the base reserve release of 3.8 million from portfolio liquidation and a COVID-19 reserve release of 6.6 million. As a reminder, going forward, as our portfolio grows, we will build additional reserves to support this new growth. At the moment, the severity and the duration of our macro assumptions remain relatively consistent with our fourth-quarter model, including an assumption that the unemployment rate will be below 10% at the end of 2021. We will review these assumptions every quarter to reflect changing macro conditions as the economy begins to rebound. Our 139.6 million allowance for credit losses as of March 31 continues to compare very favorably toward 30-plus day contractual delinquency of 47.7 million. We remain confident that we remain sufficiently reserved. Looking to Page 11, G&A expenses for the first quarter of 2021 were 45.8 million, an improvement of 0.4 million or 0.9% from the prior-year period. Primarily driven by reductions in executive transition costs and operating costs related to COVID-19, partially offset by an increase in personnel expenses, marketing expenses, and investment in digital and technological capabilities to support our new growth initiatives and omnichannel strategy. Our operating expense ratio was 16.3% in the first quarter of 2021 compared to 16.5% in the prior-year period. On a sequential basis, our G&A expense rose 1 million, in line with our expectations due to lower deferred loan origination costs and fewer seasonal loan originations in the first quarter as compared to the fourth quarter. Overall, we expect G&A expenses for the second quarter to be approximately 2.2 million higher than the first quarter. We expect to further ramp up investments in the back half of 2021 as we continue to invest in digital capabilities to complete our omnichannel model, geographic expansion into new states, and new products and channels to drive additional long-term growth. These investments will help drive our receivables growth and lead to improved operating leverage over the longer term. Turning the Page 12, interest expense was 7.1 million in the first quarter of 2021 and 2.6% of our average net finance receivables. This was a 100 basis point improvement year over year and 3 million, or 30%, lower than in the prior-year period. The improved cost of funds was driven by lower interest rate environment, improved funding costs from our recent securitization transactions, and a favorable 785,000 mark-to-market increase in value this quarter on our interest rate cap. We currently have 400 million of interest rate caps to protect us against rising rates on our variable priced funding, which as of the end of the first quarter, totaled 193 million. We purchased 100 of additional interest rate caps in the first quarter to take advantage of the favorable rate environment. We purchased a total of 300 million of interest rate caps since the beginning of the pandemic at a LIBOR strike price range of 25 to 50 basis points. As rates fluctuate, the value of these hedges will be marked to market accordingly. Looking ahead, normalizing for the hedge impact in the first quarter, we expect interest expense in the second quarter to be approximately 8.5 million. Our effective tax rate during the first quarter was 24%, compared to a tax rate of 36% in the prior-year period. For 2021, we expect an effective tax rate of approximately 25%. Page 13 is a reminder of our strong funding profile. Our first-quarter funded debt-to-equity ratio remained at a very conservative 2.7-1. We continue to maintain a very strong balance sheet with low leverage and 140 million in loan loss reserves. As of March 31, we had 573 million of unused capacity on our credit facilities and 207 million of available liquidity, consisting of unrestricted cash and immediate availability to draw down our credit facility. And as Rob noted earlier, we recently enhanced our warehouse facility, capacity closing on three new warehouse facilities with our current lenders, Wells Fargo, and Credit Suisse, and adding JPMorgan to our roster of lenders. Our total warehouse capacity has expanded by 175 million to 300 million, and the average term on the new warehouse is approximately 22, roughly a four-month extension from the prior facility. As of April 30th, we had 758 million of unused capacity on our credit facilities, providing us with even more capacity to fund our operations, our ambitious growth plans, and our capital return program. In the first quarter, the company repurchased 352,183 of its common stock at a weighted average price of $33.57 per share. under the company's 30 million stock repurchase program. The company completed the 30 million stock repurchase program in May, having repurchased in total 951,841 of its common stock at a weighted average price of $31.52 per share. As Rob noted earlier, the company's board of directors has declared a dividend of $0.25 per common share for the second quarter of 2021. The dividend is 25% higher than the prior quarters' dividend and will be paid on June 15, 2021, to shareholders of record as of the close of business on May 26, 2021. In addition, as Rob mentioned earlier, we are pleased to announce that our board of directors has approved a new 30 million stock repurchase program. Overall, we are very happy with our top and bottom-line performance, resilient balance sheet, ability to turn excess capital to our shareholders, and our prospects for strong growth. That concludes my remarks. In summary, it was an excellent first quarter for Regional, as our omnichannel operating model, new growth initiatives, and superior credit profile contributed to record performance. We're excited to execute on our key strategic initiatives, which will position us to sustainably grow our business for years to come and ensure that our customers continue to receive the first-class experience they have come to expect. Through our long-term investments in digital innovation, entering new markets and developing new products and channels, we are positioned to expand our market share and create additional value for our shareholders. Operator, could you please open the line? ","q1 earnings per share $2.31. q1 revenue rose 1.7 percent to $97.7 million. " "These statements are not guarantees of future performance, and therefore, you should not place undue reliance upon them. Also, our discussion today may include references to certain non-GAAP measures. I'm joined today by Harp Rana, our chief financial officer. Our team executed extremely well and delivered strong results in the fourth quarter. We generated $14.3 million net income or $1.28 of diluted earnings per share as a result of continued quality growth in our loan portfolio, a strong credit profile, disciplined expense management and low funding costs. We leveraged our new growth initiatives to take advantage of an increase in consumer demand in the quarter. We originated $359 million of loans in the fourth quarter, which was comparable to the prior year and up nearly $51 million or 16% from the third quarter. This drove sequential growth in our total portfolio of $77 million or 7%. Our core small and large loan portfolio grew by $80 million or 8% quarter over quarter. And on a year-over-year basis, our core loan portfolio grew by $19 million or 2%, and an impressive result considering the circumstances presented in 2020. Credit quality also remained stable in the fourth quarter, and we continue to maintain a very strong balance sheet. Our net credit loss rate during the quarter was 6.9%, a 210-basis-point improvement from last year, and we ended the quarter with a 30-plus day delinquency rate of 5.3%, down from 7% last year. Our $150 million allowance for credit losses as of December 31 continues to compare quite favorably to our 30-plus day contractual delinquency of $60.5 million and includes a $30.4 million reserve for additional credit losses associated with COVID-19. This reserve assumes an unemployment rate of 9% at the end of 2021. We continue to believe that we have ample coverage to absorb future credit losses. In addition, with $452 million of unused capacity on our credit facilities and $203 million of available liquidity as of February 5, we have access to more than enough capital to invest in our business and fund our ambitious growth plans. Earlier today, we also amended our ABL facility to provide an additional $20 million of flexibility to return capital to our shareholders in the future, whether through dividends or share repurchases. In addition, earlier this week, we priced our latest securitization transaction, which is expected to close on February 18. Approximately $250 million securitization garnered wide interest from investors, and priced at a record low average-weighted coupon of 2.08%, nearly 80 basis points better than our previous securitization. The proceeds from the securitization will be used to retire our RMIT 2018-2 securitization, thereby significantly reducing our cost of capital and further strengthening our balance sheet. Before looking ahead to 2021 and beyond, I'd like to take a moment to reflect on the accomplishments of the past year. From the beginning of the pandemic, we maintained our focus on serving our customers, supporting our team members, delivering assistance to our communities and generating value for our shareholders. For our customers, we provided effective avenues for continued access through our valuable loan products. We introduced curbside service for payments, loan closings and all other types of servicing activity, and we quickly created and rolled out electronic remote loan closing capabilities, enabling our customers to extend and expand their relationship with us from the comfort of their homes. In December, we closed 20% of our branch originations through the remote loan closing process. We also offered borrower assistant programs as a necessary bridge for those most impacted by the pandemic. And in combination with government stimulus, we experienced historically low delinquencies throughout most of the year. Importantly, we ensured our customer safety while continuing to provide the best-in-class service experience. For our team members, we expanded our paid time off policy to provide them with flexibility to address personal obligations and to assist in situations where they were unable to work remotely. We implemented enhanced safety measures in all of our branches, covered the cost of virtual health visits for our team members, and offered paid leave for those exposed to the virus. At the end of the year, we announced significantly enhanced benefit programs. For our communities, we introduced retail reach, an employee-led initiative dedicated to creating positive social change and goodwill through community service, charitable giving and diversity, equity and inclusion initiatives. In the spring, we partnered with the American Heart Association and led all upstate South Carolina companies in fundraising for the Heart Walk. More recently, we partnered with local food banks throughout our footprint to raise tens of thousands of dollars and collect literally tons of food for distribution within local communities. For our shareholders, we grew our loan portfolio, maintained a stable credit profile, appropriately managed our operating expenses and decreased our funding costs, resulting in excellent bottom-line results. We fortified our balance sheet, and we maintained access to significant borrowing capacity and liquidity. We made considerable progress on our digital investments and initiatives, including by migrating our technology infrastructure to the cloud at the end of the year. The resilience of our omnichannel operating model was clearly validated in 2020. As we turn the page on what was for everyone, a very challenging year, I could not be prouder of our team and how they stepped up to navigate the crisis successfully. We entered 2021 in a position of considerable strength and ready to embark on our next chapter. Looking ahead, we're excited about the opportunities that we see for sustainable growth. We remain focused on expanding our market share, maintaining the credit quality of our loan portfolio and extending our competitive advantages. Over the next 18 months, we will acquire new customers through innovation and geographic expansion. We will continue to prioritize our investment in digital capabilities to further enable our growth and make sure that we're always available at our customers' convenience. During the first half of 2021, we expect to roll out an improved digital prequalification experience for our customers, including expanded integration with existing and new digital affiliates and lead generators. We're also moving ahead with our pilot of a new guaranteed loan offer program. This will be an alternative to our convenience check loan product and may be fulfilled online with ACH funding into a customer's bank account. In the second half of 2021 and into early 2022, we expect to test a digital origination product and channel for new and existing customers. At the same time, we will complete the development of our mobile app and enhancements to our customer portal, allowing our customers easy access to payment functionality and additional features. In parallel with our digital investments, we will expand our operations into four to five new states over the next 18 months. Doing so, we'll make our valuable product set, including a newly enhanced auto secured product available to millions of new customers. To that end, we plan to open between 15 and 20 net new branches in 2021. We believe this branch expansion strategy, supported by our digital initiatives will enable our branches to maintain a wider geographic reach and higher-average receivables per branch. This will ultimately further expand our revenue and operating efficiencies and lead to stronger bottom-line growth. Our accelerated state expansion will begin with Illinois in the second quarter. While Illinois has recently passed legislation to cap the all-in APR at 36%, we feel that it remains a terrific opportunity to enter a new market with our digitally enabled business model and take advantage of the competitive disruptions from the recent legislation. As of year-end 2020, 80% of our loan portfolio had an APR at or below 36%. While we have significant plans to invest in our growth in 2021 and beyond, we will not sacrifice the credit quality of our portfolio, which remains of paramount importance. As of year-end, 61% of our total portfolio had been underwritten using the enhanced credit standards that we deployed during the pandemic. It's our credit performance and underwriting capabilities that provide us with confidence in the pursuit of our long-term growth strategies. We will continue to invest in our underwriting capabilities over time, including advanced machine learning tools to ensure the sustainability of our growth. As we've said previously, any additional stimulus such as the recent $600 stimulus checks, will push COVID-related losses into the second half of 2021. Any subsequent stimulus will continue to positively impact credit, but will reduce loan demand early this year. As we experienced in 2020, we expect a strong second-half balance in loan demand as vaccinations become more widespread and the economy begins to reopen more fully. In sum, we had a fantastic end to a year that challenged everyone. We executed across all facets of our business, and we have set ourselves up for an improved 2021 on both the top and bottom lines. Our team continues to go above and beyond to ensure that our customers receive the best possible experience. We are excited about and confident in the sustainability of our omnichannel operating model, the resiliency of our customers and our team's ability to execute on our growth plans. Let me take you through our fourth-quarter results in more detail. We generated net income of $14.3 million and diluted earnings per share of $1.28, resulting from quality growth in our portfolio, a strong credit profile, disciplined expense management and low funding costs. Page 4 shows our strong portfolio growth in the second half of 2020, driven by increased loan demand and our new growth initiatives. We grew $114 million from June to December of 2020, with $77 million of this growth in fourth quarter. We also increased our core finance receivables by $120 million from June to December of 2020 with $80 million of this growth in fourth quarter. Page 5 displays our portfolio growth and mix trends through year-end 2020. We closed the quarter with net finance receivables of $1.1 billion, up $77 million or 7% sequentially and $3 million year over year. Our new growth initiatives drove $36 million of the $77 million of sequential growth. Our core loan portfolio grew $80 million or 8% sequentially and $19 million year over year. We continued our mix shift toward large loans, which represent 63% of our portfolio as of fourth-quarter 2020. Moving to Page 6, as Rob mentioned earlier, originations continued to rebound in the fourth quarter. Branch originations grew from $233 million in the third quarter of 2020 to $272 million in the fourth quarter, a 17% improvement. Meanwhile, direct mail and digital originations increased from $75 million in the third quarter to $87 million in the fourth quarter, a 16% improvement. Total originations in December increased 7% year over year. For the first quarter, we expect to see our normal seasonal patterns, lower originations and higher runoff, as customers receive tax refunds and utilize their most recent stimulus payments. As in prior years, we expect our net finance receivables to liquidate quarter over quarter with the timing of any new government stimulus reducing the loan demand temporarily. On Page 7, we show our digitally sourced originations, which were 29% of our new borrower volume in fourth quarter, the highest we've seen. This demonstrates our commitment to meeting the needs of our customers and serving them through our omnichannel strategy. During the fourth quarter, large loans were 60% of our digitally sourced originations. Turning to Page 8. Total revenue declined 1% due to the continued product mix shift toward large loans and the portfolio composition shift toward higher-credit quality customers. On a year-over-year basis, total revenue yield and interest and fee yield remained relatively flat. In the first quarter, due to our seasonal pattern, we expect total revenue yield to be 180 basis points lower than fourth quarter and interest and fee yield to be 140 basis points lower. Moving to Page 10. Our net credit loss rate was 6.9% for the fourth quarter of 2020, a 210-basis-point improvement year over year and a 90-basis-point improvement from the third quarter of 2020. The credit quality of our portfolio remains stable, as can be seen on Page 11. Our 30-plus day delinquency rate of 5.3% in December, continued to track near historic lows, even with the usage of borrower assistance programs remaining at pre-pandemic levels of 2.2%. Our delinquency level of 5.3% is 60 basis points higher than the third quarter, primarily due to normal seasonality, but it represents a 170-basis-point improvement year over year. We expect the recent government stimulus will keep delinquencies muted for at least the first quarter of 2021 and perhaps longer, depending upon the level of the additional stimulus. Turning to Page 12, we ended the third quarter with an allowance for credit losses of $144 million or 13.6% of net finance receivables. During the fourth quarter of 2020, the allowance increased by $6 million to $150 million or 13.2% of net finance receivables. The base reserve increased by $7.5 million due to portfolio growth and was partially offset by $1.5 million of COVID-specific reserves, resulting in $30.4 million of COVID-specific reserves as of quarter end. The severity and the duration of our macroeconomic assumptions remained relatively consistent with our third-quarter model, including an assumption that unemployment is 9% at the end of 2021. Our $150 million allowance for credit losses as of December 31 and compares favorably to our 30-plus day contractual delinquency of $60.5 million. And at our current reserve levels, we are confident that we are sufficiently reserved if the pandemic continues for an extended period. Flipping to Page 13. G&A expenses in the fourth quarter of 2020 were $44.8 million, up $3.9 million year over year but better than our sequential guidance for the quarter by $0.7 million. The increase in G&A expense was primarily driven by $3 million in higher marketing expenses and digital investments to support our growth initiatives. As Rob noted earlier, in 2021, we remain focused on investing in our digital capabilities and marketing efforts, all to drive new revenue opportunities, enhance our customers' omnichannel experience and create long-term operating leverage. Overall, we expect G&A expenses for the first quarter to be higher than the fourth quarter by approximately $1 million, encompassing investments in increased marketing, our digital capabilities and our state expansion plans. We will continue to invest in our new growth initiatives in 2021 to drive receivable growth and to improve our operating leverage over the long term. Turning to Page 14. Interest expense of $9.3 million in the fourth quarter of 2020 was $1 million lower than in the prior-year period due to the lower interest rate environment. Our fourth-quarter annualized interest expense as a percentage of average net receivables was 3.3%, a 40-basis-point improvement year over year. We purchased $50 million of interest rate caps in the fourth quarter to take advantage of the favorable rate environment. In the first quarter, we expect interest expense to be approximately $9 million. As Rob mentioned, earlier this week, we priced an approximately $250 million securitization at a record low average-weighted coupon of 2.08%. Proceeds from the securitization will be used to retire our RMIT 2018-2 securitization, which had a weighted average coupon of 4.87%. In the fourth quarter, we accelerated $0.8 million for the amortization of debt issuance costs related to the RMIT 2018-2 transaction in advance of the expected repayment this quarter. The new securitization transaction will further reduce our cost of capital and strengthen our balance sheet moving forward. Our effective tax rate during the fourth quarter of 2020 was 23.3%, compared to 24.5% in the prior-year period, better-than-expected due to tax benefits on share-based compensation. For 2021, we are expecting an effective tax rate of approximately 25.5%. Page 15 is a reminder of our strong funding profile. Our fourth-quarter funded debt-to-equity ratio remained at a very conservative 2.8:1. Low leverage, coupled with $150 million in loan loss reserves provides a strong balance sheet. As of February 5, we had $452 million of unused capacity on our credit facilities and $203 million of available liquidity, consisting of a combination of unrestricted cash on hand and immediate availability to draw down cash from our revolving credit facilities. In summary, we have more than adequate capacity to support the fundamental operations of our business, as well as our ambitious growth initiatives. During the fourth quarter, we repurchased 435,116 shares at a weighted average share price of $27.58. As of the beginning of the year, we still had $18 million of availability remaining under our $30 million share repurchase program announced in third quarter of 2020. In addition, our board of directors recently declared a dividend of $0.20 per common share for the first quarter of 2021. The dividend will be paid on March 12, 2021, to shareholders of record as of the close of business, February 23, 2021. We are very pleased that our strong balance sheet enables us to return excess capital to our shareholders. That concludes my remarks. In summary, 2020 was a challenging year for everyone. But when times were the hardest, our team rose to the occasion. As a result, we entered 2021 particularly well positioned to grow our market share while also maintaining a very strong balance sheet and excellent credit profile. We're excited for the future as we continue to provide our customers with a best-in-class experience and deliver additional value to our shareholders. Operator, could you please open the line? ","q4 earnings per share $1.28. as of december 31, 2020, company had net finance receivables of $1.1 billion and outstanding long-term debt of $768.9 million. " "The slides for today's call can be found on the Investors section of our website, along with the news release that was issued today. These uncertainties could include economic conditions, market demands, and competitive factors. Also the discussions during this conference call may include certain financial measures that were not prepared in accordance with Generally Accepted Accounting Principles. Reconciliation of those non-GAAP financial measures to the most directly comparable GAAP financial measures can be found in the slide deck for today's call, which is posted on the Investor's section of our website. Demand was strong across much of our business, and especially in the EV/HEV market where sales grew rapidly. Rogers was not immune to the global supply chain challenges experienced by many manufacturing companies in the second quarter. These conditions were more significant than anticipated, and tempered our top line growth and resulted in margins and earnings per share that were below our guidance. Specific issues we faced included, supply constraints, labor shortages and raw material cost increases, which we're proactively managing through commercial and operational actions. Our operational excellence and capacity expansion programs are on track, and as supply conditions improve, we expect to achieve our 40% gross margin target. Turning to a review of our markets; in the second quarter growth was strong in several of our strategic focus areas. Sales in the EV/HEV market continue to grow at a rapid pace, with Q2 revenues increasing at a mid-teens rate, compared to the prior quarter. Led by a rebound in solar and wind demand, clean energy sales grew at a double-digit rate sequentially. Defense market sales were again strong, and revenue improved at a high-single digit rate. Industrial market sales were relatively flat, following a sharp rebound in the first quarter. ADAS sales declined relative to the prior quarter, due to inventory adjustments. after three strong quarters of growth. We believe this is a temporary situation, as the ADAS market outlook is robust, which I will detail in more in a moment. And our leading market position remains extremely strong in ADAS. Our sales in the Portable Electronics market decreased slightly in Q2 over Q1, due to the manufacturing disruption at our UTIS facility. Excluding UTIS sales, Portable Electronics' revenue increased 5% quarter-over-quarter, reflecting the ongoing strength of the Portable Electronics market. Overall, we are very encouraged by the healthy demand across much of our portfolio and especially in the EV/HEV market. Our competitive positions continue to be strong, and we are seeing the benefits of our strategy to leverage our innovative and high performance solutions, in markets with long-term secular tailwinds, such as Advanced Mobility. Turning to slide 5; I'll provide an update on the longer-term growth outlook for Advanced Mobility. I'll begin first with ADAS before discussing the EV/HEV outlook. In ADAS, we continue to expect a mid-teens growth opportunity in auto radar units over the next five years, driven by further market penetration and increasing levels of vehicle autonomy. Next-generation radar technologies are essential to the future of autonomous vehicles, and Rogers is helping to drive innovation in this space. We continue to strengthen our leading position in this market with design wins in both current and next-generation programs. Moving next to the EV/HEV market, the long-term outlook continues to be very robust, with an expected annual growth rate of more than 30% over the next five years. Recent trends continue to support this strong outlook. For example, year-to-date sales of plug-in EVs and HEVs in Europe accounted for 15% of the market. In China, electric vehicle sales reached a new milestone in the second quarter, exceeding 10% of the market. Third party analysis also points to an acceleration in EV/HEV adoption, driven by growing consumer preference for non-ICE vehicles and supportive policy changes. A recent E&Y report highlighted that combined plug in EV and HEV sales in the U.S., China and Europe are now expected to surpass sales of all other powertrains five years earlier than previously anticipated. In addition, growth expectations for full electric vehicles also continue to accelerate. For instance, the latest projections from HIS, estimate that full electric vehicle production will reach close to 40 million units globally over the next four years. This is an increase of 25% or about 8 million vehicles, compared to their forecast from only two years ago. Reflected in these estimates are the growing number of automakers, who have announced plans to transition their entire fleet to full EVs within the next decade. To take advantage of the strong growth outlook in Advanced Mobility, we are investing aggressively in new capacity and capabilities. We plan to double our capital spending this year, in order to invest in new capacity to support growth in the EV/HEV market. Our next highlight, Rogers' strong portfolio of products for this market, and how we are positioned to benefit from both the acceleration of the market and the trend toward rising degrees of electrification. For EV/HEV manufacturers reliability, safety and performance are critical design elements, and Rogers' solutions address these needs. In the AES business, we have content opportunities with both our ceramic substrate and power interconnect products. Increasingly, EV and HEV designs are incorporating wide bandgap semiconductors to improve vehicle efficiency and range. These semiconductors require high performance packaging that our ceramic substrates provide. Our substrate content increases with higher degrees of electrification and is more than five times higher in a full EV, as compared to a mild hybrid. We are encouraged by our success in this market and recent design wins are adding to our growth. Power interconnects provide an additional content opportunity in EV/HEV. They are critical components that distribute power and are essential to the performance and reliability of the vehicle. We have secured design wins with several leading entrants to the EV market. This opportunity is expected to grow, as these customers ramp up volumes in the coming year. In our EMS business, we have leveraged our expertise in polyurethane and silicone materials, to develop innovative solutions that improve the performance and reliability of EV batteries. Our content opportunities include. battery compression pads for plug-in HEVs and EVs, and other solutions, such as vibration damping pads, and battery pack sealing systems, which can be used across all battery types and sizes. Battery compression pads have been larger content opportunity, which increases with battery size. Sales of our other EV battery solutions have increased significantly this year, driven by a number of important design wins. In addition to the opportunities in Advanced Mobility, there are also compelling growth opportunities in other areas of our market portfolio, such as clean energy, Portable Electronics, and defense. These markets comprise approximately 30% of Roger's total sales, and we expect these markets to grow at a high-single digit rate over time. In clean energy, we have exposure to both solar and wind energy markets with our ceramic substrates and power interconnects. Year-to-date growth has been strong and the combined solar and wind market is expected to grow at a 10% CAGR over the next five years. In the Portable Electronics market, sales of 5G smartphones are expected to nearly double this year, as the overall market grows at mid-single digit rate. The higher performance and advanced features of 5G smartphones, means that our content can range from 10% to 30% higher versus the previous generation of phones. Our near term Portable Electronic sales are tempered by lower UTIS capacity, but we expect 5G demand to remain robust for the next several years, which provides Rogers with a good growth opportunity, especially, as we rebuild our UTIS capacity. The longer-term outlook in the defense market continues to be promising, as funding of technology programs, such as missile and radar systems, is expected to drive increasing demand for Rogers' advanced circuit materials. Turning to slide 7; I'll recap the key messages from today's call. We are encouraged by the strong market demand that we continue to see across much of our business. This includes, faster growing markets such as EV/HEV, but also in other attractive market opportunities like clean energy and defense. Near term, we are not isolated from the current global supply chain challenges, but we are making progress managing these issues and our operational excellence programs remain on track. We continue to add to our strong competitive positions, with new design wins, and we are seeing the results of our strategic focus on growth opportunities in our market portfolio, and especially in Advanced Mobility. We are moving forward rapidly with our investments in new capacity and related capabilities, to help ensure our leadership in the EV/HEV market, and to take advantage of the significant growth ahead. I will begin on slide 9. As Bruce mentioned in his overview, we continue to grow our top line. Q2 revenue improved 2.5% sequentially to $234.9 million, which was at the midpoint of our guidance range. Gross margin of 38.2% and adjusted earnings per share of $1.72, were below our guidance range, primarily due to the impact of raw material shortages and cost increases in the quarter. In the slides ahead, I'll review our second quarter 2012 results in detail, followed by our third quarter guidance. Turning to slide 10; Rogers delivered Q2 revenues of $234.9 million, 2.5% higher than Q1. Volume increased 2.8% and were slightly offset by unfavorable currency rates of approximately 0.3%. Q2 sales growth was tempered by raw material supply constraints, and disruptions to our UTIS facility. AES revenue increased 6.5%, to $140.4 million, due to strong demand in power semiconductor substrate and RF solutions. EV/HEV applications revenues accounted for 15% of the segment revenues and increased 34% sequentially. Ceramic substrates, used in power semiconductor devices, had a very strong quarter and revenues for the business grew over 40% sequentially. Clean energy sales accounted for 17% [Phonetic] of AES revenues and grew 11% sequentially. We believe that renewable energy demand will have a meaningful long-term momentum. Within RF Solutions, the Aerospace and Defense business was 19% of the business segment revenues, and grew 8% versus Q1. Wireless infrastructure revenues grew mid-single digits sequentially and accounted for 16% of the segment revenues. ADAS was 15% of AES revenues and declined modestly versus prior quarter, due to customers adjusting inventory levels. The EMS business finished the quarter with revenues of $89.3 million, 3% lower than the first quarter. Market demand continues to be very strong, but sales for the quarter were impacted by the raw material shortages and lower unit revenue. EV/HEV sales, which represents 11% of EMS revenues, were relatively flat compared to Q1 due to order timings, Q2 general industrial sales which made up 46% of the segment revenue were also relatively unchanged versus prior quarter. Lower use production resulted in a 7% decrease in Portable Electronics revenue. Our plan is to restart production of certain use products by the end of 2021, with full capacity ramp up from the first half of next year. Turning to slide 11; our gross margin for the second quarter was $89.8 million or 38.2% of revenues, 80 basis points lower than both Q1 and the midpoint of our guidance range for the quarter. Our operational excellence programs are on track, and we benefited from the higher volume in the quarter. However, higher than forecasted supply chain constraints resulted in the lower Q2 margins. Gross margin for the quarter was negatively impacted by 130 basis points due to raw material shortages in EMS. Additionally, raw material cost increases in both AES and EMS unfavorably impacted margins by 70 basis points. Although the raw material supply situation has since improved, we expect some challenges to continue into the third quarter. As mentioned previously, we have taken commercial actions to mitigate increasing commodity and other raw material costs, these actions will have a positive impact on our Q3 results. Also, on slide 11, we detail the changes to adjusted net income of $32.5 million in Q2 compared to adjusted net income for Q1, of $36 million. The adjusted operating income for Q2 of $40.8 million or 17.4% of revenues was 150 basis points lower than Q1. Adjusted operating expenses for Q2 of $49.1 million or 20.9% of revenues were 80 basis points higher than Q1 expenses. The higher adjusted operating expenses, were mainly due to increase in performance based compensation cost, based on a stronger outlook, timing of certain expenses, as well as reinvestments in the business. Other income expenses was $1.8 million unfavorable compared to Q1. Although the copper hedging portfolio gains were positive in Q2, it was meaningfully lower than Q1, due to the steep decline of copper prices to the back end of the quarter. The higher adjusted operating expenses and lower other income, just described were the primary reasons for the decline of net income and earnings per share versus prior quarter. Turning to slide 12, the company generated free cash flow of $11.9 million in the second quarter and $44.8 million June year-to-date. We ended the quarter with a cash position of $203.9 million. In the quarter, we generated $29.7 million from operating activities net of an increase of $13.9 million in working capital. We repaid $4 million of our credit facility and ended the quarter with no outstanding debt. In Q2, the company spent $17.8 million on capital expenditure. We continue to guide our capital expenditure of $70 million to $80 million for the full year 2021. The company continues to have a very strong balance sheet and generate robust free cash flows, that provides us the flexibility to accelerate the investments necessary to support organic and inorganic growth opportunities. Turning now to third quarter guidance on slide 13. We see continued sales growth across most of our portfolio in the second half of the year, led by EV/HEV. However, this will be tempered by the lack of availability of certain raw materials. Based on these factors, we are guiding our third quarter revenues to be in the range of $235 million to $245 million. We expect Q3 gross margin to improve sequentially, driven by higher volume, continued operational excellence initiatives and ongoing commercial actions. These items will offset the impact of certain supply chain challenges that will continue into Q3. For these reasons, we guide third quarter gross margin be in the range of 38.5% to 39.5% to the midpoint of 39%. Q3 operating expenses are forecasted to increase sequentially, mainly due to a $3 million one-time cost to support strategic growth initiatives. We are guiding GAAP Q3 earnings in the range of $1.50 to $1.65 per fully diluted share, we guide fully diluted adjusted earnings in the range of $1.70 to $1.85 per share for the third quarter. The effective tax rate for the full year is guided to 24% to 25%. ","compname reports q2 adjusted earnings per share of $1.72. q2 adjusted earnings per share $1.72. q2 sales $234.9 million. sees q3 2021 net sales $235 million to $245 million. sees q3 2021 earnings per share $1.50 to $1.65. sees q3 2021 adjusted earnings per share $1.70 to $1.85. sees 2021 capital expenditures $70 million to $80 million. " "I'll share a broad commentary on our consolidated performance for the quarter. Please note that our comments will be on an as-adjusted basis and all comparisons are to the third quarter of fiscal 2021 unless otherwise indicated. For the third quarter of our fiscal 2022, RPM generated record consolidated EBIT and sales despite a difficult comparison to the prior year. These results were driven by our associates worldwide who persevered despite an extremely challenging operating environment, including ongoing raw material and labor shortages, omicron-related disruptions that were particularly acute in the third quarter as well as material wage, and freight cost inflation. Our consolidated adjusted EBIT growth was driven by three of our four segments: construction products, performance coatings, and specialty products, which leveraged selling price adjustments and operational improvements to the bottom line. Our consumer group is the outlier. Mike will discuss this in more detail when he presents our segment results. With our primary raw material costs up more than 40% on average versus a year ago, our consumer group will need to catch up with significant selling price increases, which will be instituted at the end of this month. We have been fast to respond to supply chain challenges by quickly scaling up in-house resin production at a manufacturing facility we acquired in September. Additionally, due to our ongoing investments in the fastest growing areas of our business, our high-performance building, construction, and coating systems have generated accelerated growth. Construction and industrial maintenance activity is robust and energy markets have recovered while consumer takeaway remains strong. Due to three years of extraordinary work by our associates to implement our MAP to Growth operating improvement program, we have made structural improvements to RPM while maintaining our entrepreneurial culture, which is the core strength of RPM. As a result, our performance coatings group and construction products group are operating not only at record sales and EBIT but at record margins in the third quarter. Our specialty products group is trending toward this same performance with record results in sales and EBIT and improving margin performance. And we are making good progress in our consumer business. In short, we are playing offense almost everywhere, investing in accelerating organic growth, significant increases in capital expansion, particularly in the areas of Nudura ICF, roof restoration coatings, and a number of our consumer product areas, all of which are building positive momentum as we go into the fourth quarter and we roll into fiscal 2023. During the third quarter, we generated consolidated net sales of $1.43 billion, an increase of 13%, compared to the $1.27 billion reported during the same quarter of fiscal 2021. Organic sales growth was 13.4% or $170.1 million. Acquisitions contributed 1.4% to sales or $17.8 million, while foreign exchange was a headwind that decreased sales by 1.8% or $23.4 million. Adjusted diluted earnings per share were $0.38, which was unchanged compared to the year-ago quarter. Our consolidated adjusted EBIT was up 0.8% to a record $80.6 million, compared to the $79.9 million recorded in the fiscal 2021 third quarter. On a double-stack basis, comparing fiscal Q3 '22 to pre-pandemic Q3 of FY '20, sales, EBIT, adjusted EBIT, net income, diluted EPS, and adjusted diluted earnings per share all achieved double- or triple-digit growth. Similar to the first and second quarters of fiscal '22, our third quarter performance reflects the benefits of our balanced business portfolio where softness in one segment is generally offset by strength in the others. During the third quarter of fiscal 2022, three of our four operating segments, construction products group, performance coatings group, and specialty products group generated strong double-digit sales growth. Combined sales in these three segments increased 19% while sales in the Consumer segment were up modestly. Again, after removing Consumer, the remainder of RPM produced exceptional adjusted EBIT growth of 97%. Our consumer group continued to be disproportionately impacted by inflation as well as by omicron-related labor and supply chain disruption, particularly during December and January. This instability in supply caused inefficiencies and continued to negatively impact conversion costs, resulting in a decline in adjusted EBIT at our consumer group for the fourth consecutive quarter. Later in the call, we'll discuss the actions we're taking to address these challenges affecting this segment. Our construction products group generated third quarter record net sales of $482 million, up 21.7% compared to the fiscal 2021 third quarter. Organic sales growth was 23.2% and acquisitions contributed 2.2%. Foreign currency translation headwinds reduced sales by 3.7%. CPG record revenue growth was largely due to the segment's ongoing success in promoting its differentiated restoration solutions, which offer particular advantages versus new construction, given the current raw material and labor shortages. These same challenges have continued to help speed the adoption of the segment's innovative building envelope products. CPG's fastest-growing businesses are those providing roofing systems, insulated concrete forms, commercial sealants as well as concrete admixtures, and repair products. The segment's international operations generated strong top-line growth in local currencies, which was muted by the strengthening U.S. dollar. CPG fiscal 2022 third quarter adjusted EBIT increased 89.7% to a record $35.1 million. Despite a difficult prior-year comparison, CPG was able to dramatically increase adjusted EBIT and EBIT margin to third quarter records due to improved product mix, volume growth, and operational improvements. All of these factors, combined with selling price increases, helped to offset higher raw material inflation. Our performance coatings group's fiscal 2022 third quarter net sales were a record $270.9 million, an increase of 19.6% over the year-ago period. Organic sales increased 17.8% and acquisitions contributed 3.4%, which were partially offset by foreign currency translation headwind of 1.6%. PCG continued its momentum with all of its North American businesses generating double-digit organic sales growth. PCG's businesses serving emerging markets generated explosive growth and its European companies continued their steady rebound. Driving its strong top line were increased industrial maintenance spending, recovery in energy markets, and price increases. PCG's best performing businesses were those providing polymer flooring systems, corrosion control coatings, and raised flooring systems. Adjusted EBIT increased 89.9% to a record $26.8 million during the third quarter of fiscal 2022. Adjusted EBIT increased as a result of volume growth, operational improvements, and a more favorable product mix. Additionally, adjusted EBIT margin was a third quarter record. Specialty products group reported record net sales of $189.4 million during the third quarter of fiscal 2022, an increase of 11.9% compared to the fiscal 2021 third quarter. Organic sales increased 11.9% and acquisitions added 0.8%, which were offset by unfavorable foreign currency translation of 0.8%. SPG generated record sales as a result of strong performance at nearly all of its businesses, with the highest growth coming from those serving OEM and food additive markets. In addition, this segment's sales of disaster restoration equipment rebounded after securing the supply of semiconductor chips and reconfiguring its products to accommodate them. This is an example of how our businesses quickly adjust to challenges, demonstrating a key advantage to RPM's entrepreneurial culture. This business did face a tough comparison to the prior-year period when demand for its restoration equipment was inflated because of Winter Storm Uri. Adjusted EBIT was a record $26.6 million in fiscal 2022 third quarter, an increase of 5.4%, compared to adjusted EBIT of $25.3 million in the last year's quarter. This record-adjusted EBIT was largely due to operational improvements. Our consumer group achieved record net sales of $491.6 million during the third quarter of fiscal 2022, an increase of 2.9% compared to the third quarter of fiscal 2021. Organic sales increased 3.6%, which was partially offset by unfavorable foreign currency translation of 0.7%. As we anticipated, the segment grew revenue in part due to its ability to mitigate the severe alkyd resin shortages it had experienced by leveraging the new Texas manufacturing facility we acquired in September. During the third quarter, sales and productivity were challenged by unreliable shipping and supply, resulting from labor shortages caused by the omicron variant, particularly in December and January. Speaking of challenges, the consumer group also faced a difficult comparison to the prior-year period when sales increased 19.8% and adjusted EBIT increased 48.6% due to elevated demand for its home improvement products during the pandemic's first phase. Fiscal 2022 third quarter adjusted EBIT was $17.2 million, a decrease of 63.9%, compared to adjusted EBIT of $47.8 million reported during the prior-year period. Due to the nature of its products and the markets it serves, inflation has been more impactful on the consumer group than RPM's other segments. And raw material inflation, in particular, has had the most significant impact on EBIT. Partially offsetting these factors were price increases and operational improvements as the consumer group is currently investing in capacity and process improvements to meet customer demand as well as build resilience in its supply chain. The consumer group is continuing to implement price increases to catch up with the inflation this segment has experienced over the last four quarters. Lastly, I'd like to note that we have significant liquidity, which enables us to fund internal growth initiatives, make acquisitions, reward our investors with cash dividend payments, and repurchase our shares. Helping to keep our liquidity strong is a $300 million bond offering we completed in January. Also during the third quarter, we repurchased $15 million of our common stock. For the fiscal 2022 fourth quarter, our operations and those of our suppliers are expected to be impacted by ongoing supply chain challenges and raw material shortages, which will exert pressure on revenues and productivity. The strengthening U.S. dollar will also unfavorably impact the translation of our results in international markets. In addition, the war in Ukraine is creating some supply and inflationary pressures, which Frank will address in a little bit. While it's too soon to tell, rising interest rates may slow business and consumer spending in the coming months. Despite these challenges, we expect to generate fiscal 2022 fourth quarter consolidated sales growth in the low teens versus a difficult comparison to last year's fourth quarter sales, which grew 19.6%. On a segment basis, we anticipate sales growth in the low teens in all four of our operating groups as a result of strategic investments we are making to capitalize on market opportunities and industry trends. We anticipate that consolidated adjusted EBIT for the fourth quarter of fiscal 2022 will increase in the low teens versus the same period last year when adjusted EBIT was up 10.6%. We expect that earnings will continue to be affected by raw material, freight, and wage inflation as well as by the impact on sales volumes from operational disruptions caused by raw material shortages. Our consumer group will be disproportionately impacted by these issues. Its EBIT margins have eroded all three quarters of this fiscal year due to inflationary pressures, which have a greater impact on the consumer group than RPM's other segments. We continue to work to neutralize these factors by improving operational efficiencies, employing additional price increases to catch up with inflation, and adding manufacturing capacity to improve resiliency. This concludes our prepared comments. ","q3 sales rose 13 percent to $1.43 billion. q3 adjusted earnings per share $0.38. fy22 q4, co's, suppliers operations are expected to be impacted by ongoing supply chain challenges and raw material shortages. rpm international- expects to generate fy22 q4 consolidated sales growth in low teens versus a difficult comparison to last year's q4 sales. " "Listeners to any replay should understand that the passage of time by itself will diminish the quality of the statements made. I hope you and your families are all well. We are happy to have kicked off the new year in strong fashion. Our rent collections continue to tick higher. We continue to benefit from the multiyear mark-to-market opportunity and strong demand at our centers. We recently closed on our new net lease platform and are now under contract on our first property in the Boston market that we expect to allocate between RPT's balance sheet and the new platform. We believe we now have the capital and the platforms to generate strong external growth as well as the portfolio quality and leasing demand to drive above-trend internal growth as we move past the pandemic. While the pandemic has created many hardships, it has also created opportunities that we have been able to capitalize on. For instance, COVID-19 has had a negative impact on many tenant categories. But unlike during the global financial crisis, it has also had a positive impact on many other tenant categories, like grocery, home improvement, electronics, wholesale clubs, general merchandise and medical use. It has also boosted some businesses that were struggling pre pandemic, like pets, office supply and hobby. Ironically, many of the big-box tenants that were not in favor pre pandemic have thrived sense, enough so that we think credit center is a more apt description for the power center category. One of the biggest opportunities that we saw after the onset of COVID was an acceleration of the widening valuation gap between different segments of retail real estate. It soon became clear that there were numerous value creation opportunities to unlock if we could figure out a way to monetize the various dislocations between single- versus multi-tenant properties, larger versus smaller footprints and between essential and high credit but nonessential tenant categories. Our solution was our new net lease retail real estate platform with our partners, GIC, Zimmer and Monarch, that we are calling RGMZ until we rebrand later this year. Given the relationship with RPT and our existing operating and development capabilities, the new platform gives access to proprietary deal flow from multi-tenant assets, larger-scale sale-leaseback transactions with national tenants, blended extends of shorter-term leases on strong real estate, remerchandising of expiring leases and build-to-suit opportunities. The net lease platform and our R2G joint venture should allow us to grow AUM and expand in target markets faster than we could do on our own. Our joint ventures also add a new, sustainable and diversified cash flow stream to RPT and we believe will improve our FFO growth profile by enhancing our returns and increasing the economic spread on our deployed capital as we take advantage of the valuation dislocations I mentioned earlier. As we've previously noted, the $151 million initial seed sale to RGMZ will close in tranches over the course of 2021. The first tranche of 13 parcels closed on March five for just over $36 million. I won't go into all the transactional details, but overall, we couldn't be more excited about the net lease platform. Our Northborough Crossing deal in the Boston MSA as currently under contract for $104 million is a perfect example of what we are trying to achieve with the net lease platform. Here, we are buying a premier shopping center that, upon close, will be accretive to RPT's earnings from day one. But by selling parcels to RGMZ, we have the opportunity to materially lower our basis and enhance our yield. Our expectations are that we could sell up to $75 million of the center to RGMZ, resulting in a significantly reduced basis for RPT. Consistent with our thesis regarding the value dislocation between multi-tenant and net lease properties, our effective acquisition yield on the retained multi-tenant asset could improve by up to 300 basis points after the acquisition and parcelization processes close. There is real synergy between RPT and the new platform that benefits both sides in a way that is difficult to replicate. For RGMZ, they get access to high-quality tenants and a location with household incomes of about $148,000 that no other triple-net investor has access to. For RPT, we gain entry into the attractive Boston MSA on a deal that we would likely have passed on without the potential parcel sales to RGMZ. Equally important is that, as a net lease platforms manager, RPT maintains equal control of the net lease components of the center. This type of control is not available to multi-tenant owners that sell pads to unaffiliated entities. The synergies of the two platforms give us a unique opportunity that we believe will result in outsized future earnings growth. We look forward to providing more details on the Northborough and subsequent parcel sales over the next several weeks. Turning to our acquisition pipeline. Since we announced our net lease platform, we have engaged with many of you, and a consistent question that comes up is how quickly we can deploy the capital raised at both our RGMZ and R2G joint ventures. Keep in mind that while we only recently announced RGMZ, we had been working on the deal for almost a year, and we're actively cultivating an investment pipeline throughout the pandemic. Our ability to go to contract on Northborough so quickly after closing the new JV is a testament to the strong groundwork that was laid over the past year. Additionally, we are in active contract negotiations on several other deals and have embedded a total of $100 million of net acquisitions at our pro rata share and after parcel sales to RGMZ into our guidance. We remain optimistic that we will be able to deploy the vast majority of our current cash and future proceeds from the rest of the net lease platform seed sale by year-end, reflecting about $150 million of upside to what is currently reflected in our guidance range. We are currently tracking a diverse pipeline of over $2 billion in markets like Boston, Atlanta, Tampa, Nashville, Miami, Jacksonville and Orlando. Pipeline consisting of RPT, R2G and RGMZ deals runs the gamut from single-property, locally owned deals to institutionally owned portfolios. The tie that binds each of these deals is the durability of underlying property cash flows and our ability to grow future NOI by buying under-market rents or properties with redevelopment opportunities. Tyler Sorenson, who's heading up acquisitions for the net lease platform, brings a wealth of experience to RPT that we believe will further accelerate our net lease acquisition program and our pipeline. Last quarter, we outlined 11 remerchandising opportunities consisting of redemising, expansions or combinations. With the exact lifts will fluctuate as deals move into and out of the pipeline, these larger leasing deals continue to reflect the best risk-adjusted use of our capital, and we will allocate accordingly. We have made very good progress since last quarter with the grocery deal at Troy Marketplace moving from the shadow pipeline to the active pipeline. three other projects were also added this quarter, bringing the total in-progress pipeline to over $13 million with expected returns in the high single digits. It's no secret that COVID-19 put pressure on certain experiential tenants. But as I noted earlier, this pressure has created opportunities as was the case at our Troy Marketplace property outside of Detroit. Troy Marketplace is a dominant power center that has maintained a high level of occupancy throughout the pandemic, was 97% leased at quarter end. Because of COVID's impact on a recreation tenant, we were able to get the space back without a buyout and replace them with a new, premier, first-to-state investment-grade grocer. We were able to generate an 88% rent spread on the new lease. Although the incremental return on capital is tighter than our typical underwriting, we believe that attracting a premier grocer at this already strong center will create significant value via cap rate compression of almost 200 basis points and position the asset for success for years to come. As I've previously said, we see a lot of value creation from the addition of a grocer component to these credit centers and are looking forward to executing more of these. We also continue to see strong leasing demand from our former Stein Mart space in St. Louis and are now in lease negotiation with a leading retailer. At Winchester in Detroit, we are finalizing a lease with a quality national off-price tenant to take our only other Stein Mart box. Florida has continued to be a robust leasing market for RPT. We are seeing great activity across the board at our centers within the state and are close to deals that will significantly upgrade the tenant credit at West Broward and Shoppes of Lakeland. There is also strong demand at the Marketplace of Delray, which is creating friction at this property that could result in a significant improvement in the tenant mix. As we continue to move past the heart of the pandemic, we are again revisiting our development program we had put on hold pre COVID-19. Although we are still not ready to put shovels in the ground just yet, we have reengaged with potential partners on a few of our properties that we previously flagged for potential residential use in Florida. We are seeing extremely strong demand for residential at both River City and Parkway Shops in Jacksonville. As we've stated in the past, although the highest and best use of certain parts of our centers may not be retail, we will remain focused on our core retail competencies and will look to monetize non-retail components through ground leases, land sales or potentially even land contributions into partnerships with leading residential players to retain some future upside. Today, I will discuss our first quarter results, our strong balance sheet and liquidity position and end with a commentary on our updated guidance. First quarter operating FFO per share of $0.19 was up $0.01 versus last quarter, driven by our improving rent collections as we experienced a decline in rent not probable collection and abatement, which totaled $3.2 million in the quarter, down from $4.4 million last quarter. Further, as disclosed on page 33 of our supplemental, our first quarter rental income, excluding prior year amounts, has ticked up since last quarter and is now only down 5% from first quarter of 2020 despite the continued nonpayment of our theater tenants who have remained closed since the onset of the pandemic. Our four Regals are slated to open in late May and account for about 75% of our total theater exposure. Given Regal's reopening plans and recent liquidity infusions, we expect in our forecasting resumption of rent payments in the next few weeks. We continue to take a conservative stance with uncollected rents and have reserved nearly 80% of our uncollected first quarter recurring billings. Additionally, we effectively have no exposure to tenants in bankruptcy left in the portfolio. As of quarter end, $18 million of our recurring billings for the trailing 12 months remain outstanding, of which $12 million has been reserved with the majority of the $6 million balance expected to be repaid over the course of '21 and 2022. Operationally, we continue to execute and put runs on the board. We started 2021 on a high note, signing 62 deals in the quarter covering 556,000 square feet. This was the highest number of deals signed in the quarter in almost two years. Blended rent spreads were up 9% as we achieved a 51% comparable new lease spread, our best quarterly spread in almost three years, driven by our Troy Marketplace grocery deal that Brian previously noted. While the TI related to this deal was outsized, it was more than offset by the value of nearly $20 million that was created by cap rate compression. Excluding this deal, our new lease spread would have been up 26%, highlighting a solid, broad-based demand and mark-to-market opportunities in our portfolio. Our renewal spreads also continued to improve, up 3.9%, making the third consecutive quarter of improving renewal spreads. Given our strong leasing activity, we ended the first quarter with a signed not open backlog of $3.3 million, the majority of which will come online over the next 12 months. We also have a full pipeline of deals with over $2 million of leases in advanced legal negotiations. Additionally, as Brian touched on, we have identified several remerchandising deals that will generate well into double-digit return on cost in addition to cap rate compression across certain properties. In the spirit of transparency, we have outlined these active and pipeline remerchandising opportunities on page 19 and 20 of our supplemental. Occupancy for the quarter was 90.6%, down 90 basis points sequentially due primarily to the proactive and planned recapture of our space at our Troy Marketplace and West Broward properties that will facilitate new grocer deals. Given the lack of bankruptcy exposure in our portfolio, our signed not open backlog, our robust leasing pipeline and our remerchandising opportunities, we believe occupancy has troughed and expect it to track upward over the next several quarters as we march toward restabilization of our portfolio. The closing of the first tranche of the initial seed sale to our net lease platform benefited both our leverage and liquidity levels in the quarter. We ended the first quarter with net debt to annualized adjusted EBITDA of 7.2 times, down from 7.6 times last quarter. Looking forward, we continue to target leverage in the 5.5 to 6.5 times range, which will be driven by the normalization of EBITDA as the impacts of COVID-19 reverse course in '21 and 2022, the stabilization of our portfolio and as future tranches of the RGMZ seed close in 2021. However, it is important to keep in mind that the timing of acquisitions and subsequent net lease parcel sales may have a temporary impact on reported quarterly leverage levels. From a liquidity perspective, we ended the first quarter with a cash balance of $143 million and a fully unused $350 million unsecured line of credit. Including the expected proceeds from the remaining RGMZ seed sales, our pro forma cash balance would be about $250 million. In short, we have a war chest of cash and a deep acquisition pipeline that we expect will generate strong external growth for RPT shareholders. Regarding our pending debt maturities through 2022, we have just one $37 million private placement note that matures in June and a $52 million mortgage that is prepayable starting in November and carries an above-market 5.7% interest rate. Based on the positive feedback from our unsecured debt partners, we expect to refinance both these notes later this year. However, given our strong liquidity position and as an interim step, we may repay our $37 million private placement note due in June ahead of our expected refinancing. As with any debt issuance, we look to maintain a flat maturity ladder with a goal of having no more than 15% of our debt stack maturing in any given year. The last topic I want to touch on is our updated 2021 OFFO per share guidance of $0.81 to $0.89, which is up $0.03 at the midpoint of our prior guidance range of $0.77 to $0.87. Our updated range includes the impact from the sale of the remaining tranches of initial RGMZ seed. Also assumed in our forecast are $100 million of net acquisitions at our pro rata share. Included in this assumption is the gross purchase price of Northborough that is expected to close in the second quarter. However, it's important to again note that we expect to sell certain net lease parcels at Northborough to RGMZ in the fourth quarter that will lower our basis, as Brian mentioned. The net impact of the initial seed sales and net acquisition activity of $100 million is expected to add $0.02 of upside relative to the midpoint of prior guidance. The other $0.01 of upside stems from outperformance in the first quarter that we are now projecting in future periods. Like last quarter, the range around the midpoint of our updated guidance is largely driven by our performance on the bad debt front, particularly from our theaters. Also, it should be noted that our guidance does not include any assumptions of recovery for prior period bad debt or straight-line rent reserves. And lastly, although we have $100 million of net acquisitions formally built into guidance, we believe we can deploy as much as $250 million into opportunistic acquisitions within our target markets that meet our disciplined underwriting standards, representing upside to our guidance range. ","q1 operating ffo per share $0.19. sees fy 2021 operating ffo per share $0.81 to $0.89. " "The non-GAAP financial measures provided should not be utilized in isolation or considered as a substitute for measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP financial measures is provided in our fourth quarter Redwood Review available on our website. Also note that the content of this conference call contains time-sensitive information that is accurate only as of today. The company does not intend and undertakes no obligation to update this information to reflect subsequent events or circumstances. Finally, today's call is being recorded and will be available on the company's website later today. As I reflected on the past year, it's hard to contextualize what our country has been through in the opening weeks of 2021, let alone all of 2020. With unprecedented turmoil in Washington, an economy still rocked by the coronavirus pandemic, now seemingly populist revolt under way on Wall Street, it's hard for any investor to navigate all the tumult and volatility. So we feel all the more fortunate to have emerged from such an unprecedented year in a renewed position of strength. It's motivated us to make 2021 the best year in our company's history. We exited 2020 with momentum building across both of our platforms, including record lock volumes in residential lending and very strong originations and contribution from business purpose lending. GAAP earnings for the fourth quarter were $0.42 per share, well in excess of our $0.14 per share dividend, and our GAAP book value increased $0.50 per share from the third quarter to $9.91 in the fourth quarter. Based on the trajectory of our operating businesses and our expectations for sustainably higher net interest income throughout the year, we are confident that we can safely support a stable to growing dividend in 2021. We plan to announce our first quarter dividend in March. Looking ahead, our strategic priorities for 2021 include allocating ample capital to our residential consumer and business purpose lending platforms, doubling down on our technology investments to scale our business and continuing to support and develop our team members. Strategically speaking, the COVID-19 pandemic has only further validated our core investment thesis, as demand for single-family detached housing has grown significantly. We expect much of that demand to be durable, as families choose to move away from dense urban areas, and more people are able to work remotely out of their homes regardless of proximity to the workplace. This has already caused ripple effects across both the residential and commercial property sectors, especially in major metropolitan areas. That's why our primary focus for 2021 will remain on our operating platforms. The operating capital we allocate to these businesses is expected to generate returns on equity north of 20% post tax levels very difficult to come by when sourcing third-party investments in today's compressed yield environment. Most importantly, these businesses serve large and growing markets not covered by government lending programs, and as such are positioned to generate scalable and repeatable sources of future earnings, even in a less accommodative interest rate environment. Since they are earned within our taxable subsidiaries, the earnings generated can also be retained to provide a steady stream of internally sourced investment capital that can be deployed to further grow earnings and book value. Turning to our investment portfolio, our portfolio remains a strategic element of our business model, so that supports our operating platforms and third-party investing activities. Overall credit performance of the book remained strong as delinquencies have continued to decrease since their peak in the summer and strong home price appreciation has kept the actual credit losses low. This means that, even if we retrace back to ""preCOVID-19"" valuations, we continue to expect significant further upside in these investments. Coupled with positive credit trends, high prepayment speeds have begun to unlock additional value on most of our credit investments held at a discount to par. And to channel the late Yogi Berra, I'll remind everybody that ""loans that prepay, don't default. On the technology front, speed and disruption are top of mind in 2021 across the Redwood enterprise. The goal is not simply to grow volume or issue more securitizations. We aim to fundamentally change how the non-Agency sector operates, from end-to-end. That entails more speed and automation, and keeping technology at the forefront of our planning process. In the past several months, we have launched several new technology initiatives through both organic and new venture investment strategies. And just today, we are announcing the recent launch of RWT Horizons, a new venture investing strategy focused on early stage technology companies with business plan squarely focused on innovations that can disrupt the mortgage finance landscape. The amount of capital deployed through this new platform will likely be smaller at first, however, the investments are designed to have an outsized impact on how our business operates. Our strategy centers on creating new efficiencies across the mortgage value chain, thereby making us a more meaningful partner to the broad network of market constituents to whom we provide liquidity. Paramount to our success are our people and the core values by which we conduct our business. Caring for our employees has never been as important, as we continue to support our team members and their families through the impacts of COVID-19. Investments in our employee programs and stewardship of our culture remain strategic priorities, and we're proud of the work that we've done to engage, develop and retain our workforce over such a challenging year. We stand behind our core values, including an earnest focus on diversity, equity and inclusion, and a commitment to strong corporate citizenship, both socially and environmentally. Our commitment to our larger communities through volunteerism and charitable giving have also remained in sharp focus for us, particularly as our shared humanity has been amplified by the COVID-19 pandemic. We believe our strategy will enable us to scale our business and take market share, grow durable and repeatable earnings and serve our mission to help make quality housing whether rented our owned, accessible to all Americans. With optimism on the horizon for 2021, we're looking forward to the positive impact that Redwood can make for our collective stakeholders, including our shareholders, our employees and our communities. With record performances from our operating businesses during the second half of 2020, we entered 2021 in a position of strength. Our fourth quarter results reflect continued improvement in the broader credit markets, the depth and breadth of our competitive advantages and opportunities for our business to further build market share and growing segments of housing finance. Our crisp execution during the quarter was supported by progress on key technology initiatives and increased efficiency in turning our capital. Before getting into our results, I will further discuss some of the key housing industry trends we are observing. The theme as we saw in the third quarter have continued and tailwinds for our operating businesses remain strong. Secular trends driving single-family housing demand do not appear to be abating. Even with the promise of a vaccine, consumers are embracing the flexibility of the work-from-home model, detethering them from urban centers and creating a substantial pocket of fresh demand for housing. The need for space and functionality to conduct business in private homes has driven higher home values at all price points, in turn fueling the potential for expansion in both the owner occupied and an investor-owned segments of the market. Home price appreciation continues at pace as demand for single-family homes as far outstripping supply. Market observers estimate that US housing stock and a total of $2.5 trillion in value in 2020, including $2.2 trillion from appreciation and existing homes. Nationwide home prices were up over 10% year-on-year in December. And while the number of homes sold rose over 20%, inventory available for sale fell over 40%. Resale inventories at its tightest level ever in many top markets and on average stands at less than two months of supply. Once more mortgage rates have remained at or near record lows, even as 10-year treasury rates now stand more than 25 basis points higher than in late December. And while the pandemic continues to impact certain segments of the labor market in different ways, the personal savings rate at year end was up 90% from the end of 2019. As such, a key outcome of Fed stimulus has been meaningful upward pressure on bank deposit levels, a phenomenon that among other things has important ramifications for bank appetite for assets. This data coupled with the demand trends we are seeing for our products and the performance of our portfolio makes us optimistic about our immediate and long-term opportunities for growth. In many ways, we will measure our success in 2021 by the velocity with which we enter 2022. We believe our competitive positioning, commitment to technology solutions and deep client base will allow our businesses to operate at a steadily increasing capacity as the year progresses. Now I'll turn to some key metrics from the fourth quarter. Sparkling results from our residential and BPL platforms coupled with strong performance in our investment portfolio drove a 20% annualized return on equity for the quarter. In our residential business, we recorded a record $3.8 billion of locks with over 90 discrete sellers, up 81% from the third quarter. Loan purchase commitments, those adjusted for potential pipeline fallout during the quarter were $2.5 billion, more than double the amount in the third quarter. Momentum has continued into 2021, as January locks totaled $1.6 billion. The vast majority of our locks continue to be select loans, which are reflecting some of the strongest credit metrics we have seen since the great financial crisis. Including average FICOs in the high-700s and debt ratios of 30% or lower. These record volumes were well balanced by our multi-channel distribution model. During the quarter, we achieved strong execution on two securitizations backed by $669 million of loans in aggregate, including a $345 million single-investor securitization placed with an insurance company. We also sold over $800 million of loans during the fourth quarter and entered into agreements to sell forward an additional $1 billion, expected to settle in the coming weeks. We believe that in 2021, we will see a pronounced increase in consumer demand for jumbo loans, and that we are in the early stages of historically significant refinancing wave. With rates remaining low, we are seeing our seller network continue to hire additional loan officers to support pent-up demand in the jumbo pipeline and an increase in participation in our seller training sessions. In December, we officially launched a new seller initiative, Redwood Rapid Funding, demand has exceeded our expectations. And as of January 31st, we had funded nearly $120 million of loans through the program. We are in the process of onboarding several more sellers as we transition from the pilot phase into a more formal program for a broader set of our clients. Additionally, we recently launched the pilot phase of Redwood Live, an app-based tool designed to give our sellers visibility into the underwriting process with live status updates for each of their loans. Also during the fourth quarter, we launched a new initiative to modernize our workflow on the Capital Markets' desk, which will include an end-to-end solution for accessing, reporting and analyzing standardized loan level data for our Sequoia securitizations. This platform will provide secure real-time data and transparency on the underlying loan performance within our existing securitizations and a portal for potential investors during the marketing period. In the coming months, we look forward to sharing more on these and other new programs, including the automation of certain portions of our underwriting process. Turning to CoreVest, our investment thesis for entering the business purpose lending segment continues to be supported by origination growth and clean credit performance. CoreVest continues to post truly differentiated operating results, fueled by growing consumer demand for single-family homes for rent and institutional investor appetite for the asset class. We originated $448 million in BPL loans during the quarter, up 71% from the third quarter. Almost 80% of this production was in single-family rental loans, for which demand from the securitization markets remains a highlight. We completed two securitizations in the fourth quarter, including an innovative single-investor transaction placed with a leading insurance company. Our broadly distributed deal was backed by $274 million of SFR loans and was particularly well received by the market. Certificates placed with third-party investors represented 91% of the capital structure with the weighted average yield of 1.48%. This was 20 basis point improvement upon the already strong execution of our previous issuance. The single-investor securitization provides $200 million in financing for SFR loans, and includes a unique ramp up feature that enhances capital efficiency and reduces our reliance on traditional warehouse funding. During the fourth quarter, we distributed $60 million in SFR loans into the structure and expect to complete the ramp up later this month. We intend to pursue similar deals in 2021, which would accelerate our ability to grow the business with more efficient use of capital and reduced market risk. Additionally, in the fourth quarter, we called one of our previously issued SFR securitizations, which has $75 million of outstanding loans, the majority of these loans have either been refinanced or resecuritized, and the call allowed us to recycle our capital at a significantly improved cost of funds. Our BPL borrowers are encouraged by the resilience of tenant performance this past year, and continue to raise additional capital to expand their portfolios. Importantly, we continue to believe that there is a deep group of potential borrowers, many of which are seasoned real estate investors that remains unserved by these types of lending products. The tailwinds that fueled our residential and BPL businesses have also positively impacted our investment portfolio. During the quarter, the fair value of our securities book increased approximately 3%, supported by of our securities book increased approximately 3%, supported by continued improvement in credit spreads and strength in underlying credit performance. Overall, 90-plus day delinquencies in our securitized portfolios across both jumbo and SFR are now below 2%. Additionally, elevated prepayment speeds are accelerating our ability to unlock the value of many of our subordinate bonds. The majority of which we have the right to call at specified dates or once the underlying pools pay down to a certain size. These call rights are generally at par reflecting a discount to our current estimate of the fair value of the underlying loans. In total, the net discount on our securities portfolio as of year-end was well in excess of $400 million. And while expected losses will to an extent influence its full realization, this discount reflects substantial potential upside to book value. All in all, we remain very pleased with how our firm is positioned as we start the year. Against the favorable backdrop for our businesses, we are committed to the use of technology to facilitate scale, reduce customer acquisition costs and serve our growing client base more efficiently. These high-quality operating earnings are complemented by more proprietary deployment opportunities for our portfolio, which should help to drive net interest income higher through time. As Chris and Dash discussed, our fourth quarter earnings and book value benefited from strong results across our operating businesses and investment portfolio, contributing to GAAP earnings of $0.42 per share for the quarter and generating a 7% economic return on book value for the quarter. After the payment of our $0.14 dividend, our book value increased to $9.91 per share, representing a 5% increase for the quarter. That was primarily driven by the strong earnings at our operating businesses. As Chris mentioned, these businesses are operated within our taxable subsidiary, giving us the optionality to retain and reinvest that income or distribute it through a dividend. Focusing in on some of the operating results within the business, our residential mortgage banking team achieved record lock volumes while increasing gross margins relative to the prior quarter to generate $24 million of mortgage banking income. CoreVest also saw a large sequential volume growth and improved securitization execution during the quarter, which helped to generate $33 million of mortgage banking income. And a similar dynamic to the third quarter, though to a lesser extent, business purpose mortgage banking results included a benefit from spread tightening on the $286 million of SFR loan inventory it carried into the fourth quarter. In our investment portfolio, net interest income remained relatively stable as capital deployment into CoreVest and Sequoia investments was outpaced by pay-downs, which have remain elevated due to higher prepayment fees. As dash mentioned, higher prepay speeds, along with tighter spreads continue to benefit our subordinate securities that we hold at discount, and we saw a positive fair value changes across our portfolio. Shifting to the tax side, in the fourth quarter, we had REIT taxable income of $0.05 per share and $0.37 per share of taxable income at our TRS. Our fourth quarter REIT taxable income was negatively impacted by a year-end adjustments and we expect it will shift up in the first quarter of 2021, and continue growing as we deploy capital into our investment portfolio, which is generally held at 3. [Phonetic] Given our full-year net taxable loss at the REIT, we currently expect all of our dividends paid in 2020 to be characterized as a return of capital for tax purposes. Turning to our balance sheet, we ended the fourth quarter with unrestricted cash of $461 million. After allocating incremental working capital to our mortgage banking operations during the fourth quarter and net of other corporate and risk capital, we estimate we had approximately $200 million of capital available for investment at December 31st. Our financing structure remained stable in the fourth quarter, after significant changes in prior quarters. Overall, we saw non-recourse leverage decreased slightly to 1.3 times at the end of the year from 1.4 times at the end of the third quarter. This decrease was primarily due to some effective deleveraging within our investment portfolio from higher levels of paydowns and fair value increases during the quarter. Additionally, as we completed several securitizations near the end of the year, we held at relatively low balance of loans in inventory, which helped to keep overall leverage down. As we discussed, we generally expect our overall leverage to increase as we continue to build inventory levels at our mortgage banking operations. We may also explore adding incremental non-marginable leverage to our investment portfolio, which currently has less than one times direct leverage excluding our long-term corporate unsecured debt. At our mortgage banking operations to support growing volumes, we increased our residential warehouse capacity from $600 million to $1.3 billion and maintain $1 billion of capacity for BPL operations, with nearly 70% of this total capacity being non-marginable. I'll close with our outlook, which is also detailed in the new 2021 financial outlook section of our fourth quarter Redwood Review. We expect demand for single-family housing to remain robust throughout 2021, which should benefit both of our operating platforms. Though we may experience a rising rate environment, we expect most existing jumbo loans will remain in the money and refinanceable in 2021. Before 2021, we'll continue to focus on growth, technological efficiency and increased profitability in our operating businesses, which should allow us to retain more capital within our taxable subsidiary and grow book value. We also expect these activities to support incremental capital deployment into our investment portfolio, which should drive higher net interest income and support a stable to growing dividend. Looking forward, we have arranged our outlook to focus on our operating businesses, which we run out of our taxable subsidiary and our investment portfolio, which we generally hold at our REIT. We think it's important to make this distinction as our operating businesses generate higher returns and have a steeper growth trajectory. And with the ability to retain earnings from these operations, over time, we expect a significant capital we have allocated to these platforms to be valued as a function of their forecasted earnings streams. On that note, at December 31st, we had approximately $375 million of capital allocated to our operating businesses, including $215 million for residential mortgage banking and $160 million for BPL mortgage banking. And in 2021, we expect after-tax returns on this capital to 20%. We may allocate additional capital to each of these businesses to support growth in volumes throughout the year with similar return expectations. Shifting to our investment portfolio, at December 31st, we had approximately $1.1 billion of capital deployed here, which we expect can generate returns on capital in 2021 between 10% to 12% relative to our year-end basis. We expect net interest income to trend higher throughout 2021 as we deploy incremental capital into largely proprietary portfolio investments at returns consistent with or higher than our in-place portfolio. Additionally, given current market conditions, we forecast the average cost of funds on our secured debt to continue improving throughout 2021. To support our operating businesses and investment portfolio, we expect corporate operating expenses to be between $50 million and $55 million for 2021, with variable compensation commensurate with company performance. And we expect long-term unsecured debt service costs over 2021 to remain consistent with 2020, at approximately $40 million annually. I'll note that while this outlook provides for a strong returns in 2021, we expect that to return potential of the businesses will grow throughout the year as we deploy additional capital and continue to expand our operating platforms, positioning the business to generate even higher overall returns in 2022. Operator, you can open the call for Q&A. ","q4 gaap earnings per share $0.42. gaap book value per common share was $9.91 at december 31, 2020. " "These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to changes in economic, business, competitive, market, political and regulatory factors. I'll also discuss today's announcement of our plan to acquire Midwest Warehouse & Distribution System. John will take you through our third quarter results, which exceeded our expectation again this quarter and review our disciplined capital allocation strategy focused on returns. I'll then discuss our updated 2021 outlook. Let me start with some key highlights about the market and our results. Long term transportation and logistics outsourcing trends continue to support our growth strategy and investments. Trends in warehousing and distribution as well as in e-commerce fulfillment and last mile delivery of big and bulky items have continued to accelerate since the pandemic began. Our strategic investments remain focused on leveraging these favorable outsourcing trends. Unprecedented challenges impacting labor, supply chains and truck production are providing us with additional growth opportunities because they help drive companies to make long term outsourcing decisions. We're seeing record new contract wins in supply chain and dedicated, which we fully expect will contribute to long term profitable growth. FMS is also benefiting as companies are looking to source truck capacity in this extremely tight market. Consistent with our disciplined capital allocation strategy, we're investing in our higher return logistics businesses through our planned acquisition of Midwest Warehouse & Distribution System, which adds multi client warehousing capabilities in supply chain and accelerates growth. We also announced plans to return capital to shareholders over time through discretionary and anti dilutive share repurchase programs. Use of the new discretionary program is anticipated to occur over time, dependent on several factors, including balance sheet leverage, the availability of quality acquisitions and the stock price. We now expect to achieve ROE in the range of 18% to 19% for the full year. The team has done an excellent job of leveraging favorable pricing trends in used vehicle sales and rental resulting in outperformance in both these areas. In addition, we've continued to increase lease pricing resulting in improved portfolio returns and a 4% increase in revenue per average active lease vehicle. We expect additional benefits going forward as leases are renewed and repriced and as we utilize data analytics to further segment customer pricing based on application, equipment type and other key drivers of lease returns. Moving to cash flow. We generated strong year to date free cash flow of over $800 million and have increased our full year free cash flow forecast to $1 billion to $1.1 billion, up from our prior forecast of $650 million to $750 million. Our full year forecast reflects an estimated cash flow benefit of $400 million from deferred capital expenditures due to OEM delivery delays as well as record proceeds from the sale of our used vehicles. With balance sheet leverage currently well below our target range, we have additional capacity to enhance shareholder value by deploying capital consistent with our disciplined capital allocation strategy. slide five provides an overview of the investments we're making to drive accelerated growth in supply chain and dedicated, a key element of our strategy to generate higher returns. Developing new and enhanced products such as Ryder Last Mile, e-commerce fulfillment and freight brokerage provides opportunities to leverage profitable growth areas. Innovative technology enables us to deliver value added logistics solutions that are in high demand. Last quarter, I highlighted Ryder Last Mile offering. This quarter, I'll discuss RyderShare, our real time freight visibility and collaboration tool that has proven to be a key differentiator in winning new business. Sales and marketing are key to our brand awareness and ensuring customers are aware of our full array of supply chain capabilities. Our Ever better campaign and the increased digital marketing presence have driven a significant increase in qualified sales leads. We're also expanding our sales force and investing in their capabilities to drive additional growth opportunities. Strategic M&A opportunities, such as our planned acquisition of Midwest, are focused on adding new capabilities, geographies and/or industry verticals. These opportunities are an important way to accelerate growth especially in Supply Chain and Dedicated. Ryder Ventures, our corporate venture capital fund aims to invest $50 million over five years through direct investment in start-ups. Our investments here advanced strategic relationships where we typically are working together to develop new products and capabilities that benefit our customers and solidify our position as an industry leader. We've made investments in numerous exciting areas such as e-commerce micro fulfillment and digital driver staffing and are working with these start-ups to address important customer needs. We also recently announced strategic alliances with several autonomous technology firms, which enables us to leverage our expertise in asset management, maintenance and transportation, positioning us as an innovative leader in this emerging space. slide six takes a closer look at RyderShare, an innovative digital product that combines Ryder's nearly 90 years of logistics experience with best in class technology. RyderShare provides users with real time freight visibility throughout the life cycle of an order as well as the opportunity to share information between suppliers, carriers and shippers on one platform with Ryder's team of supply chain experts managing exceptions. RyderShare users benefit from improved service, from their, for their customers, increased employee productivity and the ability to readily access information from one source for decision making. Almost 70% of Ryder's transportation volume and supply chain and dedicated now runs through RyderShare. The platform has processed over 4.4 million transactions and has over 5,300 users to date. We're also excited about our recent launch of RyderShare for warehousing. This enhancement makes RyderShare, the only visibility platform that connects transportation with warehousing. We expect this will be a key differentiator in winning new business. Total company results for the third quarter on page seven. Operating revenue of $2 billion in the third quarter increased 11% from the prior year, reflecting revenue growth across all three of our business segments. Comparable earnings per share from continuing operations was $2.55 in the third quarter as compared to $1.21 in the prior year. Higher earnings reflect improved performance in aftermaths from higher rental, used vehicle sales and lease results, as well as a declining depreciation expense impact related to prior residual value estimate changes. Return on equity, our primary financial metric, reached 15.7% for the trailing 12 month period. ROE reflects higher earnings from rental, used vehicle sales and declining depreciation expense impact. Improved lease performance also contributed to higher ROE and reflects the impact of our pricing initiatives. year to date free cash flow was strong at $829 million, although down from the prior year when capital expenditures were unusually low due to COVID. Turning to FMS results on page eight. Fleet Management Solutions operating revenue increased 8%, reflecting 37% higher rental revenue, driven by strong demand and higher pricing. Rental pricing increased 9%, primarily due to higher rates across all vehicle classes. FMS realized pre-tax earnings of $186 million, up by $170 million from the prior year. $93 million of this improvement is from higher gains on used vehicles sold and a lower depreciation expense related to prior residual value estimate changes. Improved rental and lease results also significantly contributed to increased FMS earnings. Rental utilization on the power fleet was a record 83% in the quarter and well above the prior year's 71%. Results also benefited from ongoing momentum from lease pricing initiatives, partially offset by a 3% smaller average active lease fleet. FMS EBT as a percentage of operating revenue was 14.9% in the third quarter and surpassed the company's long term target of high single digits. For the trailing 12 month period, it was in line with the target at 9.7%. page nine highlights global used vehicle sales results for the quarter. Used vehicle market conditions remain robust due to strong freight activity and timing supply from truck production constraints. Higher sales proceeds reflect significantly improved market pricing. Globally, year over year proceeds more than doubled for both tractors and trucks. While sequentially tractor proceeds were up 32% and truck proceeds were up 27% versus the second quarter 2021. As you may recall, last year, we provided a sensitivity noting that a 10% price increase for trucks and a 30% price increase for tractors in the U.S. would be needed by 2022 in order to maintain current residual value estimates. Our current tractor and truck proceeds significantly exceed these levels. Average current pricing in the U.S. for tractors and trucks is well above our residual value estimates used for depreciation purposes. As such, we are comfortable with our residual value estimates and we do not anticipate the need for any significant adjustments at this time. During the quarter, we sold 4,900 used vehicles, down 44% versus the prior year and down 18% sequentially, reflecting lower inventory levels. Used vehicle inventory was 3,500 vehicles at quarter end, below our target range of 7,000 to 9,000 vehicles. Turning to supply chain on page 10. Operating revenue versus the prior year increased 14% due to new business higher volumes and increased pricing. Growth was partially offset by the impact of supply chain disruptions and automotive production activity. We expect this disruption to continue to impact our automotive customers until global supply chains normalize, and we continue to work with our customers to mitigate the impact. We have included an estimated impact from potential shutdowns in our balance of year forecast as the situation remains fluid. SCS pre-tax earnings decreased 62% and trailing SCS EBT as a percent of op revenue of 6.2% was below target. This reflects lower automotive earnings, higher labor costs and strategic investments, partially offset by positive earnings from these business. We anticipate the pricing adjustments we're implementing to improve SCS EBT percentages in the first half of 2022 and to move around the target range or move to around the target range in the second half of next year. Moving to dedicated on page 11. Operating revenue increased 16% due to new business, higher volumes and increased pricing. New contract wins and DTS continue to be robust with year to date sales results already reaching full year record levels. New contract wins are driven by ongoing secular outsourcing trends as well as current labor and supply chain challenges that are driving companies to make long term outsourcing decisions. We're signing larger deals across a diversified industry base and new contract wins are also benefiting from cross selling opportunities from FMS and SCS. DTS pre-tax earnings decreased 54% and trailing DTS EBT as a percent of op revenue was below target at 5.3%. This reflects increased labor and insurance costs partially offset by positive earnings from new business. Although unprecedented labor challenges are affecting current results in DTS and SCS, we are increasing our recruiting efforts and successfully working with our customers to implement price adjustments to address higher market costs. We're encouraged by the early progress we're making on these price adjustments as we continue to deliver the superior service our customers expect. We're confident that our new and expanded customer base and pricing adjustments will improve DTS EBT percentages in the first half of '22 with it moving to around our target range in the second half. Turning to slide 12. Lease capital spending of $807 million was above prior year's plan due to increased lease sales activity in the year. Lease returns are benefiting from pricing initiatives and support a more normalized lease capital investment. Rental capital spending of $583 million increased significantly year-over-year, reflecting a higher planned investment in the rental fleet. We plan to grow the rental fleet by approximately 15% in 2021 and in order to capture the increased demand we've seen from strong e-commerce and overall freight activity. Our full year 2021 forecast for gross capital expenditures of $1.9 billion to $2 billion is below our initial forecast range. This reflects an estimated impact of $400 million from deferred vehicle purchases due to OEM delivery delays that Robert highlighted earlier. Turning to slide 13. Our 2021 free cash flow forecast has increased to a range of $1 billion to $1.1 billion, up from our previous forecast of $650 million to $750 million. The full year forecast reflects our strategy to balance moderate growth in the capital-intensive FMS business, while generating positive free cash flow over the cycle. It also reflects the impact from delayed OEM deliveries and record proceeds from used vehicles sold and, as noted earlier. Balance sheet leverage declined due to higher earnings and cash flow and is expected to remain below the low end of our target range this year. Importantly, we now expect to achieve ROE of 18% to 19% this year due to stronger than expected performance in FMS and a declining depreciation impact. Higher year to date comparable EBITDA, which excludes the impact of gains and losses on used vehicle sales, reflects revenue growth and improved operating performance. Turning to slide 14. I'd like to review our capital allocation priorities which are focused on creating long term shareholder value by investing in high return opportunities that generate positive free cash flow over the cycle. Our first priority for capital is investing in high return organic growth opportunities, which includes moderate FMS lease fleet growth and accelerating growth in SCS and DTS. In our FMS business, we estimate investments of between $1.8 billion to $2.1 billion annually, and that is the amount needed to replace leased vehicles as contracts are renewed and to refresh the existing rental fleet. We also estimate investing between $200 million to $500 million in annual fleet growth, which represents lease fleet growth of approximately 2,000 to 4,000 vehicles with commensurate growth in rental. Returns in both lease and rental are expected to continue to benefit from ongoing pricing initiatives. Investments to accelerate growth in our higher return and less capital intensive supply chain and dedicated businesses as well as technology investments that expand or enhance our capabilities are also key priorities for organic growth capital. Targeted acquisitions such as our planned acquisition of Midwest, are focused on adding new services capabilities or industry verticals and provide us with important opportunities for long-term profitable growth. Accretive tuck-in acquisitions that supplement our base business as well as investments by RyderVentures provide additional opportunities for us. Our capital allocation strategy is also focused on returning capital to shareholders through dividends and share repurchases. Ryder has made an uninterrupted quarterly dividend payments for more than 45 years. Our dividend growth rate over the past 10 years is 7% and our current dividend yield is around 3%. The new share repurchase programs discussed earlier allow for both anti-dilutive and discretionary share repurchases. We remain committed to offsetting dilution through the use of the anti-dilutive program. The discretionary program is planned to be utilized over time to manage leverage and its usage will be dependent on several factors, including balance sheet leverage, the availability of quality acquisitions and stock price. Our capital allocation priorities are focused on achieving ROE of 15% or higher over the cycle while generating positive free cash flow and maintaining target leverage. Turning now to our earnings per share outlook on page 15. We're raising our full year comparable earnings per share forecast to $8.40 to $8.50, up from our prior forecast of $7.20 to $7.50 and well above a loss of $0.27 in the prior year. We're also providing a fourth quarter comparable earnings per share forecast of $2.36 to $2.46, significantly above the prior year of $0.83. Used vehicle sales, rental and lease are the key drivers of higher expected full year results. Gains are expected to be down slightly in the fourth quarter compared to the third quarter, reflecting strong pricing, partially offset by fewer vehicles sold due to low inventory levels. Looking ahead to 2022, we expect both higher revenue and earnings. Record new contract wins in 2021 in supply chain and dedicated are expected to benefit 2022 revenue growth. Supply chain and dedicated margins are expected to improve in the first half of next year and move toward the target range in the second half, reflecting price increases to address higher labor costs, barring any further market disruptions. We expect strong freight conditions and truck production challenges to continue into 2022 benefiting FMS results. Declining depreciation expense impact is expected to benefit year over year earnings comparisons by $85 million. However, this is expected to be fully offset by higher book values on vehicles being sold next year. Used vehicle sales volumes are expected to be flat to modestly higher. Used truck pricing for the year is expected to be flat to modestly higher in 2022, remaining strong through at least the middle of the year and potentially declining in the second half if new truck production ramps up and used vehicle inventories and the overall market begin to normalize. Free cash flow next year is expected to decline, largely reflecting the $400 million capital expenditure deferral from 2021 into 2022 due to OEM delivery delays. Given the unusual OEM production situation, it would be appropriate to look at combined free cash flows in 2021 and 2022. Overall, we're pleased with the trends that favor outsourcing and our efforts in sales, marketing and new product development. We're confident in the actions we're taking to increase returns, including higher pricing to offset labor challenges, positioning us well for 2022. Before we go to questions, please note that we expect to file our 10-Q later today. ","q3 non-gaap earnings per share $2.55 from continuing operations. increased fy comparable earnings per share (non-gaap) forecast to $8.40 - $8.50. continue to work closely with scs automotive customers to mitigate impact from their supply chain disruptions. now anticipate achieving roe of 18% - 19% in 2021 while generating free cash flow of $1.0 billion - $1.1 billion. " "This is Mike Andrews, Associate General Counsel and Corporate Secretary of The Boston Beer Company. I'm pleased to kick the 2021 third quarter earnings call for The Boston Beer Company. Joining the call from Boston Beer are Jim Koch, Founder and Chairman; Dave Burwick, our CEO; and Frank Smalla, our CFO. Before we discuss our business, I'll start with our disclaimer. I will now pass it over to Jim for some introductory comments. Our intent today is to provide some additional context around our third quarter earnings, discuss our views on trends, we see driving results at Boston Beer and in our industry and talk about how we see performance going forward. After I discuss a few highlights from the third quarter, I'll hand it over to Dave who will provide an overview of our business. Frank will then provide details of the third quarter financial results and how these results have been impacted by slower than anticipated hard seltzer growth, as well as our outlook for the remainder of 2021 and 2022. Then I will share with you our longer term view of the business. I'll begin with some context. In measured off-premise channels year-to-date through October 10, where our brand portfolio represents only 4.4 of the total industry volume, we've delivered more than 41% of the total industry volume growth, the highest by far of all brewers. Four of our five major brands are growing depletions and gaining share in off-premise measured channels over the last 13 weeks. We have a broad portfolio of healthy brands which we will further build in 2022 to continue driving our growth. Our success had been recognized by our most important customers, our distributors, who recently voted us the top beer supplier in 2021 in the latest Tamarron survey. This is the 10th time in the last 12 years that our most important customers have recognized us as the top supplier in our industry. But despite these ongoing strengths, we experienced very large unanticipated costs as the result anticipated costs as the result of the sudden unexpected slowing of growth in hard seltzer. Based on our growth projections, we moved aggressively to build inventory to try to avoid the out of stocks that we experienced in 2019 and in 2020 and to secure capacity both short term and long term to be ready for growth through 2023. Dave will share our perspective on the decisions that led to these unanticipated costs, and Frank will share a fuller accounting of them. I'll now pass it over to Dave for a more detailed overview of our business. Let me start by addressing where we are strategically, how we're viewing the future of the hard seltzer category, and how we plan to grow our portfolio going forward, even without high-double-digit hard seltzer category growth. There's no question that hard seltzers have generated tremendous growth for the beer category over the last five years and will remain a very important beer industry segment in the future. Hard seltzers are 11% of total beer dollars year-to-date, up from 9% during the same period in 2020. Consumer metrics remain favorable. Social media sentiment continues to trend positively. And household penetration, frequency, and buy rate, all are increasing over the past 13 weeks. Volume growth has slowed this year, but we continue to believe that hard seltzers can reach 15% to 20% of total beer dollars in the next five years. We believe the ability to create alcoholic beverages from a beer base with the range and variety of flavors previously only available to mixed drinks, coupled with the convenience and portability of beer and beers tax and distribution levels will be a platform for long term growth for Boston Beer. We've been playing to win and we've reaped many benefits. So far this year, Truly has achieved the second highest household penetration in all of beer, behind only Bud Light beer and ahead of all its other hard seltzer and beer industry competitors. Truly has generated 54% of all hard seltzer category growth so far in 2021, 2.3 times the next highest brand. We've gained 23 share points against the Category Leader since January 2020. We've led the category in innovation and brand building and outgrow beer category for 13 straight months. We also believe the Truly is blazing its own path and not following the category of like so many other entries. Thus, we believe we are well-positioned to succeed in the future when it will be much harder for new entrants to gain share. We've created $1 billion dollar brand in only five years and we're confident we'll continue to grow it going forward. Slowing hard seltzer category growth has certainly impacted our business. Earlier in the year, we had expected the category to grow at over 70% and Truly to gain share. The Truly brand did gain share but the category did not grow as we had expected. Because of our higher demand projections earlier in the year and our commitment to avoid the out of stocks that we experienced during the summers of 2019 and 2020, we added significant capacity and pre-built inventories of cans and finished goods to levels that ended up exceeding actual needs as the category slow down. As a result, we are currently faced with significant temporary costs as we adjust to the new category trends. These cost impacts are reflected in our third quarter financials. Building our capacity and inventory levels was an essential part of playing to win. In that strategic context, we believe the risk of undersupply was bigger than that of oversupply. So we resourced against a high growth scenario, securing supply constrained materials and capacity to gain market share in a highly competitive and fast-growing category. Having said this, we've updated and evolved our own category growth model and believe the category could be flat to plus 10% growth in our most likely 2022 scenarios. Clarity will probably not increase until we start to lap June and July 2021 when the category started to decelerate rapidly especially in the two year volumes stack which we look at closely. Regardless of which scenarios proved most accurate, we fully intend to extend our streak of outgrowing the category throughout the year driven by innovation, continued brand building and superior retail execution and distributor support. As Jim mentioned, we have a balanced portfolio of healthy, well-positioned brands. As we look toward 2022 and beyond, our aim is to continue double digit depletions growth on the foundation of this portfolio, especially as consumers drink more Beyond Beer products. We are the number two player in Beyond Beer with a 26% share driven by the number one FMB and Twisted Tea, the strong number two hard seltzer in Truly and the number one hard cider in Angry Orchard. Twisted Tea has overcome this past summer supply chain issues and out of stocks. It has grown 22% in the last 13 weeks and measured our premise channels. Twisted Tea is the second fastest growing brand year to date among the top 25 in beer, while Truly remains number one in percentage and absolute volume growth. We will have industry leading innovation again with Truly starting with a holiday party pack next month and followed by the January 2022 launch of Truly Margarita Style, which has received a terrific response and initial discussions with our distributor partners and retailers. As Twisted Tea expands its consumer base, we're launching a new Twisted Tea Light with only 109 calories. With our innovations go beyond Truly and Twisted Tea for 2022, we're introducing new brands the Bevy Long Drink, Salsa Agave Cocktails and Hard Mountain Dew. We're also expanding our lineup of award winning Dogfish Head canned cocktails with new vodka and gin crush styles and we're launching a new tropical fruit extension for Angry Orchard in addition to adding an Angry Orchard Hard Core, an 8% ABV product. Meanwhile, our Sam Adams, Your Cousin from Boston Campaign is paying dividends. As Sam Adams grew double digits in the third quarter fueled by both on premise and off premise gains while also gaining share of craft in the off premise. Now, I'll hand it over to Frank to discuss our third quarter financials as well as our outlook for 2021 and our initial thoughts on 2022. Before I get into the financial review of our third quarter results and financial outlook, I'd like to provide more detail on the third quarter charges and other costs related to the hard seltzer slowdown. As Dave explained, we strategically resource against the high side of our internal category growth and market share projections to ensure we would not be constrained in our efforts to build our share position in the hyper-growth hard seltzer category. Resourcing against our high-side scenario included adding internal and external capacity, pre-building distributor and internal inventory ahead of the peak summer season, and securing tight supply materials such as cans and flavors. This strategy enabled us to gain share in 2020 and 2021 in a supply constrained environment. Following the rapid slowdown this summer, extra hard seltzer category growth fell below our internal low-side projections and resulted in excess capacity and higher-than-planned inventory levels of input materials and finished goods. As a result, we have taken $102.4 million third quarter charge related to direct costs of the hard seltzer slowdown consisting of inventory obsolescence and destruction -- and related destruction costs of $54.3 million; contract termination costs, primarily for excess third-party contract production of $35.4 million; and equipment impairments of $12.7 million. In addition, the third quarter results include indirect costs resulting from the slowing hard seltzer category growth of $30.6 million. These costs include negative absorption impacts at company-owned breweries and downtime charges at third-party breweries of $11.4 million; increased raw material sourcing and warehousing costs of $11.8 million; and distributor return provisions for out of code or damaged products of $5.4 million; and other costs of $2 million. The negative absorption impacts are the result of shipments lagging depletions to reduce distributor inventories to target levels and production lagging shipments to reduce internal inventory levels. With this background and in the third quarter financial impact of the slowdown in hard seltzer, I will now turn to our overall third quarter results and our current outlook for full year 2021 and 2022. For the third quarter, we reported a net loss of $58.4 million, a decrease of $139.2 million from the third quarter of 2020. Loss per diluted share was $4.76, a decrease of $11.27 per diluted share from the third quarter of 2020. This decrease was due to the combined direct and indirect costs related to slowing hard seltzer category growth of $133 million or $7.73 per diluted share, net of the related tax benefit and high operating expenses, partially offset by increased net revenue. Depletions for the quarter increased 11% from the prior year, reflecting increases in our Twisted Tea, Truly hard seltzer, Samuel Adams and Dogfish Head brands, partially offset by decreases in our Angry Orchard brand. Shipment volume for the quarter was approximately 2.3 million barrels an 11.2% increase from the prior year, reflecting increase in our Twisted Tea, Samuel Adams and Angry Orchard brands, partially offset by decreases in our Truly hard seltzer and Dogfish Head brand. We believe distributor inventory as of September 25, 2021 average approximately six weeks on the hand and was at an appropriate level for each of our brands, except for Truly which had significantly higher than planned distributor inventory levels for certain styles and packages. To address the slowing demand and continued volatility of future volume projections for Truly, we're working closely with our distributors to reduce Truly distributor inventory levels. We adjust the production and shipments during the third quarter and expect to continue to do so during the remainder of the year. Our third quarter gross margin of 30.7% decreased from 48.8% margin realized in the third quarter of 2020, primarily due to the $84.9 million direct and indirect volume adjustment costs as a result of slowing hard seltzer growth described and higher materials costs partially offset by price increases. Advertising, promotional and selling expenses increased by $58.8 million or 54.4% from the third quarter of 2020, primarily due to increased brand investments of $37.6 million, mainly driven by a media production and local marketing costs, and increased freight to distributors of $21.2 million that was primarily due to higher rates and volumes. Based on information of which we are currently aware, we're not targeting full-year 2021 earnings per diluted share of between $2 and $6. However, actual results could vary significantly from this target. This projection excludes the impact of ASU 2016-09 and is highly sensitive to changes in volume projections, particularly related to the hard seltzer category. Full-year 2021 depletions growth is now estimated to be between 18% and 22%. We project increases in revenue per barrel of between 2% and 3%. Full-year 2021 gross margins are expected to be between 40% and 42%. The gross margin impact related to the combined full-year direct and indirect costs of the hard seltzer slowdown is estimated at $132.6 million of which $95.8 million have been incurred in the first nine months and the remainder of $36.8 million estimated to be incurred in the fourth quarter. Our full-year 2021 investments in advertising, promotional, and selling expenses are expected to increase between $80 million and $100 million. This does not include any increases in freight costs for the shipment of products or distributors. I will now turn to 2022. We're in the process of completing our 2022 plan and will provide further guidance and present our full year 2021 results. Based on information of which we are currently aware, we are using the following preliminary assumptions and targets for 2022 fiscal year which are highly sensitive to changes in volume projections, particularly related to the hard seltzer category. We're targeting depletions and shipments percentage increases of between mid-single digits and low double digits. We project increases in revenue per barrel of between 3% and 6%. Full year 2022 to gross margins are expected to be between 45% and 48%. We plan increased investment in advertising, promotion and selling expenses of between $10 million and $30 million for the full year 2022, not including any changes in freight costs for the shipment of products to our distributors. We expected our cash balance of $86.5 million as of September 25, 2021 along with our future operating cash flow and unused line of credit of $150 million will be sufficient to fund future cash requirements. Now, I'll hand it back to Jim for some closing remarks. Remind us all, we have a tremendous track record of growth at Boston Beer Company. For the past 20 years we've grown our revenue at over a 12% compounded annual growth rate and have increased total shareholder returns at a 20% compounded annual growth rate. That growth doesn't always come in a straight line. The numbers are a beautiful thing but the actual results sometimes aren't pretty, but it has come over 20-years compounded because we've demonstrated the ability to consistently innovate and grow great brands in our niche, the high end of the beer and beyond category. That brings us to where we are today. Truly is the number two hard seltzer in closing the gap this year with the current category leader. Twisted Tea is number one in hard tea and now the number one F&B and is continuing to gain share. The Sam Adams brand is gaining share for the first time in several years, and Angry Orchard is number one in hard cider and maintaining close to a 50% market share. We intend to grow these four brands and Dogfish Head as well in 2022 through brand building and executing at retail, the things that we've been doing for decades. We believe we have the best brewers, the best high-end brands with potential yet to be fully tapped, the best sales force and the best innovation, again, for 2022. We're fixing our capacity and supply chain issues. Our marketing is hitting its stride and we have the best distributor network behind us. That's why we've been the fastest growing company in all of alcohol for the last few years. We have a company and culture that not only delivers double digit growth, but also demonstrates resilience and agility when faced with challenges. As Dave mentioned, we've been playing to win in the hard seltzer category. We will continue to play to win, to nourish our brands, to exploit their untapped growth potential, as we're seeing with our 20-plus year old Twisted Tea brand and to innovate with new ones in the months ahead. Today, we hope to put the turbulence of the hard seltzer category slowdown behind us and continue to prove our ability to outgrow the beer category for many years to come. ","compname reports q3 loss per share of $4.76. q3 loss per share $4.76. " "This is Debbie Young, director of investor relations for SCI. With that out of the way, let me pass it on now to our chairman and CEO, Tom Ryan. We hope you and your families are staying safe and healthy. Then I'll offer some commentary on our 2021 outlook, with the understanding that there remains substantial uncertainty surrounding these effects of the COVID-19 pandemic, which could change guidance significantly. However, before I begin, I would like to say a few words about this past year. 2020 has certainly been one of the most uncertain and challenging periods that any of us can remember. As I reflect back on the last 10 months, I can say with certainty that our results are a testament to our team's incredible hard work and to the resilience of our underlying business. I'm extremely proud of our entire SCI team for going above and beyond the call of duty in 2020. In this difficult period, we stayed relentlessly focused on what we do best, helping our client families gain closure and healing through the process of grieving, remembrance and celebration. The health, safety, and well-being of our SCI family was a top priority. And not only were we able to avoid any layoffs, mandatory furloughs or reductions in pay as a result of the impact of COVID-19, we were able to recognize the incredible efforts of our frontline associates with hero bonuses and provide special bonuses for every associate that does not participate in our annual incentive plan. In 2020, our services were needed more than ever, and I am proud that we were able to perform significantly increased number of services without any disruptions to our business, which highlights the power of our scale. One thing that became clear throughout 2020 is that our fundamental business has not changed. We did not see a wholesale shift in the consumer preferences, and our cremation remains stable. Although we were greatly restricted in our ability to have large gatherings in 2020, we heard loud and clear from our consumers that they still have a desire to memorialize and to celebrate the lives of their loved ones. Virtual arrangements, live streaming of services, outdoor services, drive-through visitations, radio transmitted graveside services, and many more unique memorialization and celebration of life ideas are now a normal part of what we do. The success and acceleration of these enhanced service offerings have highlighted the importance of innovation in our industry. We will continue to invest in technologies that enhance how we interact with consumers digitally, providing a better customer experience -- contact to the arrangement conference and beyond while also enhancing efficiencies in our operations. As the year unfolded, actions we took in response to in-person meetings limitations yielded noncustomer-facing efficiencies. We more effectively utilize our labor force using the virtual training, our customer relationship management system and other technology tools instead of incurring travel-related costs. We also drove down our lead cost per sale by accelerating the growth of digital leads and making significant improvements to our direct mill program to drive record growth. All of the many learnings from this year will make us a better company going forward. As a result, we're positioned to enter the post pandemic world as a more agile and efficient company. Now let's shift and provide you with some color about the core. experienced in late November and December. Just to give you a little color on the cadence of the quarter, our same-store funeral volumes were up 7% in October, then grew to 13% in November and an unprecedented 31% in December, which is the highest monthly growth rate we experienced all year. And as a result of this surge late in the quarter, we finished the fourth quarter with adjusted earnings per share of $1.13 compared to $0.60 in the prior year, well above the range we provided to you in October. Both funeral and cemetery segments had margin improvement of over 600 basis points, driven by double-digit top line percentage growth applied against a more efficient cost structure. We also benefited from a lower share count and a lower tax rate. Let's now take a look at funeral operations in the quarter. Total comparable funeral revenues grew approximately $49 million or 10% during the quarter. Both core and nonfuneral home channels performed very well and were slightly offset by lower general agency revenues caused by a decline in insurance funded preneed funeral sales production. Core revenues grew $53 million, driven by a 17% increase in the number of cases, partially offset by a 3.4% decline in the funeral sales average. The predominant reason for the increase in services performed was due to the direct impact of COVID-19, and, to a lesser extent, to an increase in non-COVID related deaths such as heart disease, stroke, cancer, drug overdose and suicide, perhaps a consequence of a lack of access to healthcare during 2020. Words cannot convey the level of our appreciation and respect I have for our frontline team. The tremendous care you provided record numbers of our client families during such a stressful time can only be described as heroic. The decline in the funeral sales average of 3.4% was due to the local jurisdictions reimposing restrictions on gatherings, given the surge in deaths of November and December. This resulted in a decline in a number of cases with the service. The cremation mix shift was a moderate 120 basis points and had a minimal impact on the quarter-over-quarter funeral average decline. Preneed funeral sales production for the quarter was down 1.6% versus the prior year, which is just a significant improvement of our results posted in earlier quarters this year. While we saw record growth in production from our digital and direct mail leads, we continued to be hampered by a decline in preplanning seminars due to local restrictions and consumer reluctance on in-person gatherings in restaurants. From a profit perspective, funeral gross profit increase of $45 million, and the gross profit percentage increased 640 basis points to 27.5%, realizing a 92% incremental margin on our revenue growth. Growth in our high incremental margin core business more than offset slight declines in our lower-margin revenue streams. We also continue to benefit by the efficient management of labor hours with fewer and smaller services as well as the reductions in noncustomer-facing costs and certain marketing and promotional expenses. Now shifting to cemetery. Comparable cemetery revenue increased $64 million or 18% in the fourth quarter. Atneed cemetery revenue accounted for $25 million of the growth, driven by more burials performed due to some effects of COVID-19. Recognized preneed revenues accounted for $35 million of growth, mainly due to higher preneed cemetery sales production during the quarter. Preneed cemetery sales production grew $40 million or 16% in the fourth quarter, driven by increased lead sources associated with the higher atneed services and burials performed. The preponderance of the growth, $25 million or about 60%, was from a 12% increase in velocity with a number of contracts sold. The remaining growth of about $15 million was primarily due to large sales activity. We continue to see this more productive and efficient sales force with better utilization of our customer relationship management system and improved conversion rates from our direct mail and digital lead campaigns. Consumer reception to having a preplanning discussion remains very high. I want to take a moment to recognize the tremendous efforts of our sales team. For the full year 2020, they wrote more than $1 billion in cemetery preneed sales production. This is our new company record, so hats off to the entire sales organization. Cemetery gross profits in the quarter grew by approximately $49 million, and the gross profit percentage increased 680 basis points to 39%. Growth in revenues and strategic cost reductions combined to drive margins beyond normalized incremental levels. For the full year 2020, we reported an adjusted earnings per share of $2.91, a 53% increase over 2019 in a one-of-a-kind year. Obviously, the speed and efficacy of the vaccine rollout could have a significant impact on the spread of the virus, hospitalizations and, ultimately, on the number of deaths. This, combined with the willingness of the consumer to transact on a preneed basis may have a material effect on our 2021 results. There is no doubt that in 2020, we serviced deaths that were pulled forward from a future year. While we know that the timing of the pull forward is impossible to accurately predict, we have developed models are based on data from the IHME and the CBC, which incorporate historical trends and current COVID-related deaths by age group as well as by comorbidity factors in determining what future years are impacted by accelerated deaths and by how much. Based on all these assumptions, we also believe adjusted earnings per share in 2021 will likely range between $2.50 and $2.90 per share. We have provided a wider than normal range based on the uncertainties surrounding the impact of COVID-19. Let's take a deeper dive into our assumptions for the 2021 earnings per share guidance. We are modeling funeral volume to be down versus 2020, but mid single-digit percentage is higher than the 2019 levels due to the expected impact on funeral volumes in the first few months of 2021 associated with COVID-19. We anticipate double-digit year-over-year percentage increases through March. Then while we expect the continued impact from COVID-19 deaths, we predict comparable volumes to trend lower for the rest of the year as compared to the very active final nine months of 2020. We expect the funeral average to be down low single-digit percentages in January and February and begin to see favorable trends as we compare back to the early months of the COVID outbreak in 2020. While we anticipate growth year over year, we still believe we will struggle to get back to 2019 levels as we now believe that many people will continue to be reluctant to gather in large groups. We expect preneed funeral sales production to begin to rebound in the back half of the year and for the full year to grow in the mid- to high single-digit percentage range. Cemetery atneed revenues should see significant year-over-year growth in the first quarter, followed by a comparable decline in the last three quarters as we face a significant hurdle from the 2020 results. For this year, we expect cemetery atneed revenue to be down versus 2020 but still show significant growth over 2019 pre-COVID levels. Cemetery preneed sales production grew an unprecedented rate in the back half of 2020, and we believe that momentum will carry over into the first half of 2021. We expect double-digit percentage growth for the first four months of the year before confronting challenging year-over-year comparisons beginning in May. For the full year, we anticipate preneed cemetery sales production are to be down in the mid single-digit percentage range versus 2020 but still be delivering solid growth as compared to our 2019 levels. So in closing, in spite of experiencing the most challenging environment, our team continued to deliver. We rose to meet challenges never faced by our company before, and you have been an extraordinary example of commitment, professionalism and agility. It's an honor to work with such great people. As we look ahead, I'm extremely optimistic about our future. While we do not anticipate the impact from COVID to completely go away, it is our belief that we should see a more muted effect on our results for 2022. Therefore, we expect a decline in case volume and atneed cemetery revenues and, therefore, on the associated earnings and cash flow from the pull-forward effects of 2020 and 2021. However, this knowledge that we gained from this awful COVID experience is anticipated to produce a more competitive and profitable operating platform in the years to come. Therefore, we predict an impressive earnings-per-share growth for 2023 approaching $3 per share, resulting from a combination of enhanced market share and a leaner infrastructure, leveraging technology and a more efficient sales structure. As the pull forward impact wanes and the baby boomers begin to enter their late 70s, we expect a further acceleration of earnings growth. With our eyes on the longer term, we are now also continuing to invest in technology and new service offerings that allow us to remain relevant with our consumers, enhance digital clients experience and more efficiently and effectively serve our customers. And like I've done many times over the past few quarters, I'm going to start by providing you with an update on the strength of our financial position that has supported us through these very volatile times. I will then move on to address our cash flow results during the fourth quarter as well as the full year of 2020, followed by capital deployment activities for the year. And then I'll end by providing some details of our outlook for 2021. But I think more importantly than any of that, before we begin, when we are reporting our 2019 earnings almost exactly a year ago today, I don't think any of us could have anticipated what we would be facing in 2020. During the year, our frontline associates helped our communities deal with this rapidly moving virus with unparalleled poise and dignity, particularly earlier on in the year when there was more speculation than there were facts available about coronavirus. But even to this day, teams across our network are coming together and sacrificing their personal time, being away from home, all to support their colleagues and their broader communities as well who are managing in current COVID hotspots. Now I'll shift to the financial update. So while we entered the pandemic, anchored by a strong financial position and a favorable debt profile, we continue to be very well positioned with a significant amount of liquidity of roughly $670 million at the end of the year, consisting approximately $230 million of cash on hand plus $440 million available on our long-term bank credit facility. On the higher EBITDA resulting from the strong Q4 results we're talking about today, our leverage remains low at 3.19x at the end of the year. And as we look beyond the impacts of this pandemic, we still intend to manage leverage in a range of 3.5 to four times net debt to EBITDA. So let's move to cash flow, which has been resilient for us throughout 2020. Cash flow in the fourth quarter marked a much stronger-than-expected finish to the year, supported by the earnings outperformance that Tom just mentioned, associated with the surge of COVID-related deaths particularly in late November and in December. We generated operating cash flow of $245 million during the quarter, representing an increase of $88 million or 56% over the prior year. This increase is primarily related to the growth in cash earnings in the quarter as well as the decrease in cash interest payments of about $28 million, predominantly as a result of recent debt refinancing transactions. Also remember, we continue to benefit from the deferral of our payroll tax payments as allowed under the CARES Act, which benefited the quarter by about $13 million and for the full year by about $41 million. These positive inflows were partially offset by $25 million of higher cash tax payments on the higher earnings as well as a net use of preneed working capital, which we have seen all year on the growth in cemetery preneed property sales sold on an installment basis. And as we step back and look at the full year, we have generated over $800 million in operating cash flow, representing an increase of $170 million over the prior year. So let's talk about how we deployed this free cash flow. During the quarter, we had a very robust capital program, deploying nearly $325 million of capital to reinvest in and grow our businesses as well as return value to our shareholders. So regarding the breakdown, we invested $56 million in our businesses through maintenance and the cemetery development capital spend, which was about $2 million more than the prior year quarter but in line with our expectations. Full-year spend was approximately $185 million, which represents a 9% decline from the prior year as we curtailed or deferred certain expenditures during the very early stages of the COVID-19 pandemic, which we expect to make up in 2021, as I'll address later in my remarks. During the quarter, we deployed about $35 million toward acquisitions, which was a nice pickup in activity at the end of the year. For the full-year 2020, we deployed just over $100 million in both acquisitions and growth capex for construction of new funeral homes. Then finally, in the quarter, we returned nearly $225 million to shareholders in the form of dividends and share repurchases. With our strong liquidity and cash flow as a backdrop, along with our favorable leverage profile, we took the opportunity to deploy a very healthy amount of capital to share repurchases in 2020. In the fourth quarter, we bought back about 2% of our outstanding shares, bringing the full year reduction in outstanding shares to about 6%. Now let's shift to our outlook for 2021 and in terms of cash flow and capital deployment. Tom just gave you some color on the ever-evolving pandemic, making it challenging to forecast with great precision where our results will land in 2021. There are a few items that I'd like to highlight when thinking about cash flow from ops in 2021. We will incur three full quarters of what I would consider regular payroll taxes of about $40 million, which we're able to defer in 2020 as allowed under the CARES Act. Additionally, we will also be required to pay half or about $20 million of our deferred payroll taxes in the third quarter of 2021, and the remainder will be due in 2022. These two items then collectively create a $60 million impact to cash flow in 2021 when you compare it to 2020 associated with payroll taxes. Federal cash tax payments and state tax payments together are also anticipated to be about $25 million higher than 2020 at about $160 million in '21. This increase is mostly related to the timing of cash tax payments associated with our stronger-than-expected Q4 2020 financial results that will be paid in early 2021. And from an effective tax rate standpoint, we continue to model in the range of 24% to 25% in '21. So moving on to some thoughts about capital deployment as we move forward. Our expectation for maintenance and cemetery development capital spending in '21 is $235 million to $255 million, which is about $40 million higher than our pre-COVID level spend as we proceed with certain projects deferred from last year. In addition to these recurring capital expenditures of $245 million at the midpoint, we also expect to deploy $50 million to $100 million toward acquisitions and roughly $50 million to $60 million in new funeral home construction opportunities, which, together, drive low to mid-teen aftertax internal rates of return, well in excess of our cost of capital. And so with those remarks in closing, 2020 was by far the most difficult backdrop we faced in a very long time. Fortunately, we went into it with a superior balance sheet, and it stayed strong for the duration. Despite everything that has occurred, 2020 has been an extremely successful year for us, while managing through many unforeseen and unexpected challenges. ","service corporation international q4 adj shr $1.13. q4 adjusted earnings per share $1.13. sees 2021 diluted earnings per share excluding special items $2.50 - $2.90. " "stepan.com under the Investors section of our website. As vaccines are rolled out across the country, we hope you and your families have had a chance to be vaccinated and that you will continue to stay safe and healthy. We at Stepan remain committed to doing our part by supporting customers that supply essential cleaning, disinfection, and personal wash products to the market. Scott has been a key leader at Stepan for the past 28 years. We are pleased to recognize Scott's contributions to our success with his promotion and are excited about the challenge he brings to this role and the impact he will have on the value of our company for you and for all shareholders. The company had a good start to the year and delivered record quarterly income. The best financial quarter our company has ever had. Adjusted net income was $42.4 million or $1.82 per diluted share, up 75% from $24.2 million or $1.04 per diluted share last year when we had the power outage at our Millsdale facility. For the quarter, surfactant operating income was up 47% primarily due to improved customer and product mix. Our polymer business was up 140% on the strength of 32% global sales volume growth. Part of the volume growth was driven by the INVISTA acquisition, organic market growth, and a rebound in our PA business. our Specialty Product business results were down due to lower margins within our MCT product line. Our Board of Directors declared a quarterly cash dividend on Stepan's common stock of $0.305 per share payable on June 15, 2021. Stepan has increased its dividend for 53 consecutive years. Luis will walk you through a few more details about our first quarter results. Let's start with the Slide 4 to recap the quarter. Adjusted net income for the first quarter of 2021 was at a record $42.4 million or $1.82 per diluted share, a 75% increase versus $24.2 million or $1.04 per diluted share in the first quarter of 2020. Specifically, adjustment to reported net income this quarter consist of adjustment for deferred compensation and some minor restructuring expenses. Adjusted net income for the quarter excludes deferred compensation expense of $1.7 million or $0.08 per diluted share compared to deferred compensation income of $3.6 million or $0.15 per diluted share in the same period last year. The deferred compensation numbers represent the net expense related to the company's deferred compensation plan as well as cash-settled stocks appreciation rights for our employees. Because these liabilities change with the movement in the stock price, we exclude these items from our operational discussion. Slide 5 shows the total company earnings bridge for the first quarter compared to last year first quarter and breaks down the increase in adjusted net income. Because this is net income, the figures noted here are on an after-tax basis. We will cover each segment in more detail, but to summarize, surfactants and polymers were up significantly, while Specialty Product was a slightly down versus the prior year. Corporate expenses and all others were higher during the quarter due to the higher acquisition-related expenses and incentive-based compensation. The company's first quarter effective tax rate was 23.6% compared to 22.5% in the prior year quarter. This year-over-year increase was primarily attributable to a less favorable geographical mix of income. We expect the full year 2021 effective tax rate to be in the range of 23% to 26%. Slide 6 focuses on Surfactant segment results for the quarter. Surfactant net sales were $371 million, a 13% increase versus the prior year. Selling prices were up 13% primarily due to an improved product and customer mix and the pass through of higher raw material costs. Volume was flat versus the prior year. Higher demand for products sold in our functional product end markets, principally agriculture and oilfield was offset by lower North America sales volume into our consumer product end market. The reduction in North America consumer product volumes was due to suppliers force measure following the severe weather in Texas. Consumer Products volume outside North America grew low single digits. Surfactant operating income for the quarter increased $17 million or 47% versus the prior year. The increase was primarily due to an improved product and customer mix and lower supply chain expenses with the non-recurrence of the Millsdale plant power outage in the prior year. North America results increased primarily due to an improved product and customer mix. Brazil results were up, driven by higher volumes and improved customer and product mix. Mexico volume was also up high-single digit. Europe results increased slightly due to an improved product and customer mix. Now turning to polymers on the Slide 7. Net sales were $150 million in the quarter, up 41% from the prior year quarter. Total sales volume increased 32% in the quarter primarily due to 32% growth in rigid volume. Global rigid polyol volumes excluding the INVISTA acquisition was up 8% versus the prior year. Volume for PA increased significantly, given the weak base due to the Millsdale power outage in the prior year. Selling prices increased 7% and the translation impact of a weaker US dollar positively impacted net sales by 2%. Polymer operating income increased $10 million or a 140% primarily due to strong sales volume growth and lower supply chain expenses due to the non-recurrence of the Q1 2020 Millsdale plant power outage. North America polyol results increased due to higher volumes and lower supply chain expenses in the current year quarter. Europe results increased due to double-digit volume growth in rigid polyol primarily due to the INVISTA acquisition. Asia and Latin America Polymer results decreased slightly versus prior year due to a one-time extra cost in Q1 2021. Volume in Asia grew a strong double-digit. specialty Product net sales were $16 million for the quarter, In line with the prior year. Sales volume was up 4% between quarters and operating income declined $1.4 million. The operating income decrease was primarily attributable to lower margins within our MCT product line giving higher raw material prices. Moving on to Slide 8. Our balance sheet remains strong, and we have ample liquidity to invest in the business. Our leverage and interest coverage ratios continues at very solid levels. The total cash reduction from $350 million to $151 million was driven INVISTA acquisition in the first quarter of 2021. We had a strong cash from operations in the first quarter of 2021 which was used for CapEx investments, dividends, and incentive-based compensation payments -- payments. The Company also experienced higher working capital requirements, which is typical for the first quarter. Beginning on the Slide 10, Scott will now update you on our 2021 strategic priorities. I am pleased to be joining our earnings call and look forward to continuing to contribute to the success our team has had generating for our shareholders. As we wrap up the first quarter of 2021, we believe our business will remain strong. We continue to prioritize the safety and health of our employees, as we deliver products that contribute to the fight against COVID-19. Our EPA approved biocidal formulations kill the specific novel virus that causes COVID-19 and allow our customers to provide the public with additional tools to protect their families and fight the pandemic. We believe Surfactant demand in the consumer product end markets should remain strong as a result of changing consumer habits and sustained higher use of disinfection, cleaning and personal wash products. Core cleaning and disinfecting product lines drove volume growth in Europe and Latin America offset by lower volume in the US due to raw material disruptions related to the Texas weather incident. We are increasing capacity in certain product lines biocides and amphoterics to ensure we can meet anticipated higher requirements from our customers. We are also increasing North American capability and capacity to produce low 1,4-dioxane sulfates. As previously explained, recent regulations passed in New York will require reduced levels of 1,4-dioxane in on-shelf consumer products by January 1, 2023. 1,4-dioxane is a minor byproduct generated in the manufacture of ether sulfate surfactants which are key cleaning and foaming ingredients in consumer products. Through a combination of process optimization and additional manufacturing equipment, Stepan will be prepared to supply customers ether sulfates that meet the new regulatory requirements. This project is the primary driver of our increased 2021 capital expenditure forecast of $150 million to $170 million. We are working with our customers to ensure these product projects deliver our financial return targets. Tier 2 and tier 3 customers continue to be a focus of our strategy. We grew tier 2 and tier 3 volume by 9% in the first quarter and increased customer penetration adding 362 new customers during the quarter. Our diversification strategy into functional markets continues to be a key priority for Stepan. During the first quarter, global agricultural volumes increased with strong growth obtained in the post-patent pesticide segment and eight new products launched throughout the world. Oilfield volume was up double digits due to higher oil prices. We remain optimistic about future opportunities in this business as oil prices have recovered to the $60 per barrel level. We remain fully committed to delivering productivity gains across the company. We delayed productivity project implementation at Millsdale to allow the team to focus on COVID-19 related market opportunities. Work on the project has now begun, and we expect to see the benefits in 2022 and beyond. Polymers had a good quarter as the business is gradually coming back after a challenging year due to COVID restrictions. The long-term prospects for our polyol business remain attractive as energy conservation efforts and more stringent building codes should increase demand. The integration of INVISTA is going well, and we expect to deliver on our internal commitments during 2021. The acquisition is expected to be accretive to both earnings per share and EBITDA margins in 2021. The company expects the multiple on a post synergy basis to be between 6.5 and 7.5 times. We expect to deliver full run rate synergies within two years. The company also acquired a fermentation plant located in Lake Providence, Louisiana in February 2021. This acquisition is part of Stepan's further development of bio surfactant technology following the acquisition of NatSurFact in 2020. Stepan has strong knowledge of surfactant chemistry, and we are excited about fermentation as a new platform technology for our next generation of surfactants, as customers look to achieve sustainability goals while maintaining key performance attributes. We continue to optimize our fermentation process technology including downstream processing. The Louisiana plant will require additional investment to manufacture our target product portfolio but will provide world scale capabilities to support customers in both functional product and consumer product applications. Given the strength of our balance sheet, we will continue to identify and pursue acquisition opportunities to fill gaps in our portfolio and to add new platform chemistries. The company just completed its best quarter ever. Looking forward, we believe our surfactant volumes in the consumer product end markets should remain strong as a result of continued heightened demand for disinfection, cleaning, and personal wash products. We anticipate that demand for surfactants within the agricultural and oilfield markets will improve versus 2020. Global demand for rigid polyols continues to recover from pandemic related delays and cancellation of reroofing and new construction projects. This gradual recovery combined with our first quarter 2021 acquisition of INVISTA's aromatic polyester polyol business should position our polymer business to deliver strong growth versus prior year. We anticipate our Specialty Product business results will improve slightly year-over-year. After a record first quarter and despite experiencing significant raw material price increases, we are cautiously optimistic about the remainder of the year. Daisy please review the instructions for the question portion of today's call. ","q1 adjusted earnings per share $1.82. stepan - believe surfactant volumes in n. american consumer product end markets may recover after supply chain disruptions from severe weather in texas. believe that heightened consumer demand for disinfection, cleaning and personal wash products will continue. " "stepan.com under the Investors section of our website. We hope you and your families have had an opportunity to be vaccinated and that you have done so. The best way to protect yourself and your family is to be vaccinated. Although, demand for cleaning, disinfection and personal wash products has slowed from the pandemic peak, we had Stepan remain committed to doing our part by supporting customers that supply these essential products to the market. The company had a good first half and delivered record results. Adjusted net income was $84.6 million or $3.62 per diluted share. Both adjusted net income and adjusted earnings per share were up 35% versus the first half of 2020, which was negatively impacted by the Millsdale plant outage. We delivered our best second quarter and had $42.2 million adjusted net income. Surfactant operating income was down 5%, largely due to higher North American supply chain cost, driven by inflationary pressures and planned higher maintenance cost. Our Polymer operating income was up 48% on 44% sales volume growth. The polymer growth was driven by both the INVISTA polyester polyol acquisition and organic market growth. Overall, the integration of INVISTA's business into our company has gone well and is on track with our business plans. Our Specialty Product business results were up due to order timing and improved margins within our MCT product line. Our Board of Directors declared a quarterly cash dividend on Stepan's common stock of $0.305 per share payable on September 15, 2021. Stepan has increased its dividend for 53 consecutive years. Luis will walk you through a few more details about our second quarter results. Let's just start with the Slide four to recap the quarter. Adjusted net income for the second quarter of 2021 was $42.2 million or $1.81 per diluted share, a 10% increase versus $38.3 million or $1.65 per diluted share in the second quarter of 2020. Specifically, adjustment to reported net income this quarter consists of adjustment for deferred compensation and minor restructuring expenses. Adjusted net income for the quarter excludes deferred compensation income of $1.1 million or $0.04 per diluted share, compared to deferred compensation expense of $1.9 million or $0.08 per diluted share in the same period last year. The deferred compensation numbers represent the net expense related to the company's deferred compensation plan as well as cash-settled stock appreciation rights for our employees. These liabilities change with the movement in the stock price, we exclude this item from our operational discussion. Slide five shows the total company earnings fees for the second quarter, compared to last year's second quarter and breaks down the increase in adjusted net income. Because this is net income, the figure is noted here are on an after-tax basis. We will cover each segment in more detail, but to summarize, Polymers and Specialty Products were up where Surfactant was down versus the prior year. Corporate expenses and all others were higher during the quarter due to higher acquisition-related expenses and overall inflation. The company's effective tax rate was 24.4% in the first half of 2021 compared to 23.9% in the prior year period. This year-over-year increase was primarily attributable to a less favorable geographical mix of income. We expect the full year 2021 effective tax rate to be in the range of 23% to 26%. The Slide six focuses on Surfactant segment results for the quarter. Surfactant net sales were $384 million, a 16% increase versus the prior year. Selling prices were up 17%, primarily due to improved product and customer mix as well as the pass-through of higher raw material costs. Effect of foreign currency translation positively impacted net sales by 5%. Volume decreased 6% year-over-year. Most of this decrease reflects lower volume into the North America consumer product end market. This reduction was driven by lower demand for consumer cleaning, disinfection and personal wash products versus the pandemic peak in 2020. Additionally, we continue to experience feedstock supply issues and customer inventory rebalancing efforts. This was partially offset by higher demand for products sold into our institutional cleaning and functional product end markets. Surfactant operating income for the quarter decreased $2.6 million or 5% versus the prior year, primarily due to higher North America supply chain cost as a result of inflationary pressures and planned higher maintenance costs. Latin America operating results benefit from a $2.1 million VAT tax recovery project in the current year quarter. Europe results decreased slightly due to lower demand in consumer products, partially offset by increased demand in functional products. Now turning to Polymers on Slide 7. Net sales were $191 million in the quarter, up 70% from prior year. Sales volume increased 44%, primarily due to 41% growth in Rigid Polyol volumes. Global rigid polyol volumes, excluding the INVISTA acquisition, was up 7% versus the prior year. Higher demand within the PA and Specialty Polyol businesses also contributed to the volume growth. Selling prices increased 21% and the translation impact of a weaker U.S. dollar positively increased net sales by 5%. Polymer operating income increased $7.5 million or 48%, primarily due to double-digit volume growth in the legacy polymers business plus INVISTA acquisition. North America polyol results decreased due to rising raw materials and manufacturing costs, partially offset by higher volumes. Europe results increased due to double-digit volume growth on the base business plus INVISTA acquisition. China results decreased due to the nonrecurrence of a onetime benefit in the base period in 2020 and lower volumes. China volumes in the first half of 2021 grew 5%. Specialty Products net sales were $21 million for the quarter, up 33% from the prior year quarter. Volume was up 17% between quarters, and operating income increased $3.8 million or 116%. The operating income increase was primarily attributable to order timing differences within our food and flavor business and improved margins within our MCT product line. Moving on to Slide 8. Our balance sheet remains strong, and we have ample liquidity to invest in the business. Our leverage and interest coverage ratios continues at very healthy levels. We had a strong cash from operations in the first half of 2021, which was used for capex investments, dividends, share buybacks and investments in working capital, given the strong sales growth and raw material inflation. We executed agreements for $100 million of new private placement debt at a very attractive and fixed interest rates of around 2%. We will use a new cash to fund our organic and inorganic growth opportunities and for other general corporate purposes. For the full year, capital expenditures are expected to be in the range of $150 million to $170 million. Beginning on Slide 10, Scott will now update you on our 2021 strategic priorities. We are pleased to have delivered record first half earnings to our shareholders and look forward to carrying that momentum into the second half of the year. We continue to prioritize the safety and health of our employees as we deliver products that contribute to the fight against COVID-19. Our EPA-approved biocide formulations kill a specific novel virus that causes COVID-19 and allow our customers to provide the public with additional tools to protect their families and to fight the pandemic. Based on customer feedback, consumer habits have changed, and these new behaviors require higher use of disinfection, cleaning and personal wash products. Therefore, we believe our surfactant volumes in the consumer product end market will remain higher versus pre-pandemic levels, however, lower than peak pandemic demand in Q2 of 2020. We believe institutional cleaning volume will continue to grow as economies around the world reopen and people demand higher standards for cleaning and disinfection in public settings. We also anticipate that demand for surfactants within the agricultural and oilfield markets will continue to benefit from higher agricultural and commodity prices and improve versus 2020. We will continue working on improving productivity as well as product and customer mix to improve Surfactant operating income. Globally, we are increasing capacity in certain product lines, including biocides and amphoteric to ensure we can meet higher requirements from our customers. As discussed previously, we are increasing North American capability and capacity to produce low 1,4-dioxane sulfates, a minor byproduct generated in the manufacture of ether sulfate surfactants, which are key cleaning and foaming ingredients used in consumer product formulations. Through a combination of process optimization and additional manufacturing equipment, Stepan will be prepared to supply customers ether sulfates that meet the new regulatory requirements. This project is the primary driver of our 2021 capital expenditure forecast of $150 million to $170 million and will carry over to 2022 as well. We are working with our customers to ensure these projects deliver our financial return targets. Tier two and Tier three customers continue to be a focus of our strategy. Tier two and Tier three volume grew in the second quarter, driven by increased customer penetration. We added 150 new customers during the quarter and more than 500 customers in the first half of this year. Our diversification strategy into functional markets continues to be a key priority for Stepan. During the first half, global agricultural volume increased high single digits with strong growth obtained in the post-patent pesticide segment and new products launched throughout the world. Oilfield volume was up mid-single digits due to higher oil prices. We remain optimistic about future opportunities in this business as oil prices have recovered to the $70 per barrel level. We continued our consulting work in our Millsdale plant and accelerated interventions and investments in both expense and capex to increase capacity and improved productivity. We expect to continue this project and investment level throughout the rest of this year. We are projecting a strong return on investment in this project through a combination of productivity improvements, more capacity in several high-margin product lines through debottlenecking key processes and improved service to our customers. We anticipate starting to see the benefits of this project in 2022 and beyond. Polymers had a good quarter and first half of the year as the business is coming back from a challenging year due to COVID restrictions. The long-term prospects for our polyol business remain attractive, as energy conservation efforts and more stringent building codes should increase demand. As Quinn stated, the integration of this business acquired from INVISTA is going well, and we expect to deliver $16 million to $18 million of EBITDA in 2021. Given the strength of our balance sheet, we also plan to continue to identify and pursue acquisition opportunities to fill gaps in our portfolio and to add new platform chemistries. The company delivered record first half earnings in 2021. Looking forward, we believe Surfactant volumes in North America consumer product end market will be challenged versus peak pandemic levels in 2020. While we believe institutional cleaning volume will continue to grow versus prior year, we do not believe it will compensate for lower consumer consumption of cleaning, disinfection and personal wash products. We anticipate that demand for Surfactants when the agricultural and oilfield markets will improve versus 2020. Global demand for Rigid Polyols continues to recover from pandemic-related delays and cancellations of reroofing and new construction projects. This recovery, combined with our first quarter 2021 acquisition, should position our polymer business to deliver growth versus prior year. We believe that long-term prospects for Rigid Polyols remains attractive as energy conservation efforts and more stringent building codes are expected to continue. We anticipate our Specialty Product business results will improve slightly year-over-year. Despite continued raw material price increases and planned higher maintenance costs, we remain cautiously optimistic about the remainder of the year. Daisy, please review the instructions for the question portion of today's call. ","q2 adjusted earnings per share $1.81. " "stepan.com under the Investor Relations section of our website. And we hope that you find information and perspective helpful. We hope you and your families are safe and healthy. As the world continues to be challenged by the global pandemic, we at Stepan remain committed to doing our part by supporting customers that supply essential, cleaning, disinfection and personal wash products to the market. We are extremely grateful to our employees for their passion and commitment to get the job done for our customers throughout what was a challenging year. Overall, COVID opportunities in the consumer product segment of our business outweigh the negative impacts elsewhere and the Company delivered record fourth quarter and full year earnings. Fourth quarter adjusted net income was $33.1 million or $1.42 per diluted share, up 29% from $25.7 million or $1.10 per diluted share last year. Adjusted net income for the full year was a record $132 million, up 11% from last year. For the quarter, surfactant operating income was up significantly on volume growth, which was mostly attributable to continued strong demand for cleaning, disinfection and personal wash products. Mexican operations delivered strong volume growth versus the prior year quarter. Our Polymer business was up significantly during the quarter due to the Millsdale insurance recovery. Our rigid polyol volumes are gradually improving, we had a good fourth quarter and finished strong with double-digit growth, driven by increased demand and customer inventory Brexit-build in Europe. Our Specialty Product business results were up slightly in the fourth quarter. Board of Directors declared a quarterly cash dividend on Stepan's common stock of $0.305 per share payable on March 15, 2021. Stepan has paid higher dividends for 53 consecutive years. As recently announced, Stepan acquired INVISTA's aromatic polyester polyol business and associated assets. The acquired business has global sales of approximately $100 million per year. We are excited to add INVISTA's polyester polyol business and believe that INVISTA's available spare capacity combined with debottlenecking opportunities in both plants will allow Stepan to support future market growth in a capital efficient way. At this point, I'd like Luis to walk through a few more details about our fourth quarter results. Let's start with the Slide 5 to recap the quarter. Adjusted net income for the fourth quarter of 2020 was $33.1 million or $1.42 per diluted share, a 29% increase versus $25.7 million or $1.10 per diluted share in the fourth quarter of 2019. Specifically, adjustment to reported net income this quarter consist of adjustments for deferred compensation and cash-settled SARs and some minor restructuring expenses. Adjusted net income for the quarter exclude deferred compensation expense of $2.4 million or $0.10 per diluted share compared to deferred compensation expense of $1.8 million or $0.07 per diluted share in the same period last year. Deferred compensation numbers represent the net expense related to the company's deferred compensation plan as well as cash-settled stocks appreciation rights for our employees. Because these liabilities change with the movement in the stock price, we exclude these items from our operational discussion. Slide 6 shows the total company earnings bridge for the fourth quarter compared to last year's fourth quarter and breaks down the increase in adjusted net income. Because this is net income, the figures noted here are on an after-tax basis. We will cover each segment in more detail. But to summarize, Surfactants and Polymers were up significantly, while Specialty Product was slightly up versus the prior year. Corporate expenses and all others were higher during the quarter due to higher acquisition-related expenses and incentive-based compensation. The company's full year effective tax rate was 25% in 2020 compared to 18% in 2019. This year-over-year increase was primarily attributable to non-recurring tax savings in 2019 and a one-time tax cost in Q4 2020 due to a cash repatriation project as part of the INVISTA acquisition. Less favorable geographical mix of income in 2020 versus 2019 also impacted effective tax rate. We expect the full year 2021 effective tax rate to be in the range of 24% to 27%. Slide 7 focus on Surfactant segment results for the quarter. Surfactant net sales were $358 million, a 16% increase versus the prior year. Sales volume increased 8%, mostly due to higher demand for products sold into the consumer product end markets, driven by increased amount for cleaning, disinfection and personal wash product due to COVID-19. Higher sales volume to our Tier 2, Tier 3 customers also contributed to this increase. This growth was partially offset by lower demand in agricultural and oilfield markets. Selling prices were up 11% and the translation impact of a stronger U.S. dollar negatively impacted net sales by 3%. The higher selling prices primarily reflect improved product and customer mix. Surfactant -- Surfactants operating income increased $9.4 million or 28% versus the prior year, primarily due to strong sales volume growth and a $3 million insurance recovery related to the first quarter Millsdale power outage. North America results increased primarily due to strong demand in the consumer product end market and a better product and customer mix. Brazil had a record quarter driven by strong volume growth. Lower Mexico results were due to a high base period with insurance payment in December 2019, although Mexico volume was up 31%. Europe results increased slightly due to higher consumer product demand. Now turning to Polymers on Slide 8. Net sales were $116.7 million in the quarter, in line with the prior year. Sales volume increased 7%, primarily due to double-digit growth in global rigid volumes, lower PA demand partially offset the above growth. Selling prices declined 8% and foreign currency translation positively impacted net sales by 1%. The Polymer operating increased $11.4 million or 100% versus the prior year, the $10 million insurance recovery and the positive impact of volume growth. All regions did well during the quarter. North America polyol results increased due to higher volumes and margins, reflecting a gradual improvement in market conditions. Europe results increased due to double-digit volume growth in both rigid and specialty polyol, while Asia and Latin America results increased slightly versus prior year. Specialty Product net sales were $19.6 million for the quarter, a 6% increase versus the prior year. Sales volume was down 1% between quarters and operating income improved 2%. Turning to Slide 9. Despite significant challenge during the year, including the global pandemic and the first quarter 2020 planned power outage at our Millsdale facility, the company delivered record full year results. Adjusted net income was a record $132 million or $5.68 per diluted share versus $119.4 million or $5.12 per diluted share in the prior year, an increase of 11%. The Surfactant segment delivered record operating income of $169 million, up 38% versus prior year. This earnings growth was driven by a 6% increase in global volume due to higher demand for cleaning, disinfection and personal wash products as a result of COVID-19 and a significantly better product and customer mix. The Polymer segment delivered $68 million of operating income, almost flat versus prior year despite the negative impact of COVID-19. Global Polymer sales volume was down 5% as a result of lower demand within the PA business. Global rigid polyols volumes were slightly down for the year due to construction project delays and cancellations due to COVID-19. Specialty Product operating income was $14 million, down slightly from the prior year when we grew significantly versus 2018 actuals. Slide 10 shows the total company earnings bridge for the full year 2020 compared to last year and breaks down the increase in adjusted net income. The figures noted here are on an after-tax basis. Surfactant was up significantly, while Polymer and Specialty Products were down slightly versus the prior year. Moving on to Slide 11. Our balance sheet remains strong. We had negative net debt at year-end as our cash balance of $350 million exceeded total debt of $199 million. The company had full year capital expenditure of $126 million and we are returning $41 million to our shareholders via dividends and share repurchases. This strong balance sheet allow us to execute the INVISTA acquisition in January 2021. Beginning on Slide 13, Quinn will now update you on our 2021 strategic priorities. As we wrap up a challenging but rewarding 2020, we continue to believe that Stepan's business remains better positioned to perform than most as we demonstrated in the fourth quarter and full year 2020. We continue to prioritize the safety and health of our employees as we deliver products that contribute to the fight against COVID-19. Our EPA approved biocidal formulations to kill the specific novel virus that causes COVID-19 and allow our customers to provide the public with additional tools to protect their families and fight the pandemic. We believe Surfactant volume and consumer product end markets should remain strong as a result of changing consumer habits and increased use of disinfection, cleaning and personal wash products. We are increasing capacity in certain product lines, including biocides and amphoterics to ensure we can meet our customers' higher requirements. We are increasing North American capability and capacity to make low 1,4-dioxane surfactants. As explained in our previous calls, recent regulations passed in New York will require reduced levels of 1,4-dioxane in a number of consumer products by January 1, 2023. 1,4-dioxane is a minor by-product generated in the manufacture of ether sulfate surfactants which are key ingredients in consumer products. Through a combination of process optimization and additional manufacturing equipment, Stepan will be prepared to supply customers ether sulfates that meet the new regulatory requirements. This project is the driver of our increased capex forecast for 2021 of $150 million to $170 million. We are working with our customers to ensure these projects deliver our financial return targets. Tier 2 and Tier 3 customers continue to be the center of our strategy. We grew Tier 2 and Tier 3 volume by 28% in the fourth quarter and added 405 new customers. Our diversification strategy into functional products continues to be a priority for Stepan. During the fourth quarter, despite a slight volume decrease, our agricultural business grew in terms of profitability due to a favorable product mix. We have introduced many new products to the agricultural market and will continue to invest in new capacity and capabilities to support growth in the agricultural market. Oilfield volume was down due to overall challenges in the industry. We remain optimistic about future opportunities in this business as oil prices have recovered through the $60 per barrel levels. Polymers had a challenging year given the availability of labor on construction projects and the need for social distancing. However, the long-term prospects for our polyol business remain attractive as energy conservation efforts and a more stringent building codes should increase demand. The Illinois Rock -- River lock closure was completed on schedule during the quarter, which ended the premium logistic cost associated with the business. We remain fully committed to delivering productivity gains across Stepan. We delayed our project at Millsdale to allow the team to focus on COVID-19-related market opportunities. Work on the project will continue this year and we expect to see benefits in 2020 and beyond. M&A represents an important tool as a means to delivering meaningful EBITDA growth and margin improvement. We are excited about the company's recent acquisition of INVISTA's aromatic polyester polyol business. This is our largest acquisition to-date and will allow us to continue our journey to create a more specialized higher margin chemical company. The transaction included two manufacturing sites, intellectual property, customer relationships, inventory and working capital. The acquisition was financed with cash on hand. We are putting our cash to work. The acquired business has global sales of approximately $100 million. The acquisition cost was $165 million plus working capital and is expected to be slightly accretive to Stepan's earnings per share and EBITDA margins in 2021. The company expects the multiple on a post-synergy basis to be between 6.5 and 7.5 times. We expect to deliver full year run rate synergies within two years. This acquisition will allow us to support market growth for the next decade in a capitally efficient way through available spare capacity as well as debottlenecking opportunities in both plants. The two additional locations also significantly enhanced business continuity for our customers. The previously referenced multiples exclude the benefit of extra capacity acquired. The company also announced the acquisition of a fermentation plant in Lake Providence, Louisiana. Fermentation is a new platform technology for Stepan. As we look to commercialize the next generation of surfactants, biosurfactants produced via fermentation are attractive due to their favorable biodegradability, low toxicity and in some cases unique antimicrobial properties. This goes hand in hand with our previous NatSurFact rhamnolipid acquisition in 2020. This technology provides an important new option as customers across markets seek to achieve greater sustainability advantages within their products. The acquired plant will require additional investment to make our targeted products, but the site will provide world scale capabilities to support incorporation of new biosurfactants in agricultural and consumer products. Given the strength of our balance sheet, we will continue to identify and pursue acquisition opportunities to fill gaps in our portfolio and to add new platform chemistries. Finally, 2020 was a difficult but rewarding year as our team responded to challenges and delivered on opportunities, particularly in our Surfactants business. We believe the long-term prospects for rigid polyols remains attractive as energy conservation efforts and more stringent building codes should increase demand. We believe our acquisition of INVISTA's aromatic polyester polyol business and two manufacturing sites position us better to meet long-term demand growth. We anticipate our Specialty Product business results will improve slightly year-over-year. In conclusion, we remain optimistic that we will continue to deliver value to you, our shareholders in the new year. Tina, please review the instructions for the question portion of today's call. ","q4 adjusted earnings per share $1.42. qtrly net sales $494.7 million, up 11%. " "Before outlining some of our operational metrics I want to provide you with some summary comments regarding the effects of COVID-19 pandemic on our operations. First, let me say how proud I am of the operational leadership and clinical excellence I have seen throughout organizations these last several months. And these unusual times it is gratifying to see such a dedicated group of clinicians and support staff come together throughout our organization to provide the highest quality care while keeping our patients and staff safe. We continue to adapt, evolve and innovate as we navigate through the pandemic. As I mentioned on our last earnings call, the effect of the pandemic began to impact our company in mid-March. I also mentioned we thought April would represent the low point for our business, and we would begin to see a rebound in the areas of our business hardest hit by these disruptions. In our critical illness recovery hospitals, we have held steady during the second quarter on census and our occupancy in light of some of the challenges COVID presents, while our cost of care has increased, we have seen increased occupancy and revenues every month throughout the pandemic. In our rehabilitation hospitals, we had to temporarily restricted missions in our New Jersey and Miami markets in April and early May due to COVID outbreaks in those regions. This had the effect of reduced volume and higher cost in those markets. We also incurred additional cost to care for our patients and other markets. Having said that, we saw a significant rebound in this business segment in June, as revenue increased over 24% for the month on the same period year-over-year basis. Our June occupancy rate is -- of 78% is close to pre-COVID levels and exceeded June's last year occupancy of 73%. In our outpatient rehabilitation and Concentra segments, volumes continue to be our biggest challenge. As we mentioned, last quarter volumes have been negatively impacted by a number of issues in both segments, some of which have lessened as we've progressed throughout the second quarter. Our outpatient rehabilitation volumes and revenues were down year over year 48% and 44% respectively in the month of April and May resulting in adjusted EBITDA losses in both of those months in our outpatient rehab segment. In June however we saw meaningful improvement as states began to ease restrictions in hospitals and surgery centers began performing elective surgeries again. Volume and revenue shortfalls in June compared to prior year were 19.7% and 17.8% respectively which was a significant improvement from April and May and we experienced positive adjusted EBITDA in June. In our Concentra segment volumes and revenues were down year over year 39% and 33% respectively in the month of April and May, but only down in June 12.4% and 6.4% as restrictions ease and employers started to increase their workforce. Overall, our net revenue for the second quarter was down 9.4% to $1.23 billion in the quarter. We experienced meaningful declines in both our outpatient and Concentra segments which were partially offset by revenue growth in both our critical illness recovery and rehabilitation hospital segments. Net revenue in our critical illness recovery hospital segment in the second quarter, increased 12.7% to $520 million, compared to $461 million in the same quarter last year. Patient days were up 5.3% compared to the same quarter last year, with close to 277,000. Net revenue per patient day increased 7.4% to $1,867 per patient day in the second quarter. Occupancy in our critical illness recovery hospital segment was 72% in the second quarter compared to 69% in the same quarter last year. Net revenue, our rehabilitation hospital segment the second quarter increased 5.2% to $169 million compared to $160 million in the same quarter last year. Patient days declined 2.8% compared to the same quarter last year. However, net revenue per patient day increased 12% to $1,831 per day in the second quarter. The entire decline in patient days occurred in April, with both May and June showing improvement when compared to the same period prior year. Occupancy -- hospitals was 71% in the second quarter, compared to 75% in the same quarter last year. Net revenue on our outpatient rehab segment, the second quarter decreased 36.2% to $167 million compared to 262 million in the same quarter last year. Patient visits declined 39.1% to 1.34 million visits in the second quarter. Our net revenue per visit was $106 in the second quarter compared to $102 in the same quarter last year. Net revenue declines were most significant during April which was down 45.6% year over year and May which was down 43.3% year over year. June showed improvement from those trends with net revenues down 17.8% year over year. Volume trend that along the same lines as revenue for the same monthly periods when compared to the same month last year. Net revenue in our Concentra segment for the second quarter decreased 24.5% to $312 million compared to $413 million in the same quarter last year. For the occupational health centers, patient visits were down 30.7% to 2.15 million visits in the quarter. Net revenue per visit in the centers was $124 in the second quarter compared to $121 in the same quarter last year. Similar to outpatient net revenue declined for most significant during April which was down 34.9% year over year and May which was down 30.7% year over year, with June showing improvement from those trends with net revenue down only 6.4% year over year. Total company adjusted EBITDA for the second quarter was down 4% to $178.8 million, compared to 186.2 million the same quarter last year. Our consolidated adjusted EBITDA margin was up at 14.5% for the second quarter compared to 13.7% for the same quarter last year. We recorded $55 million in other operating income in the second quarter related to payments received under the provider relief funds, $54.2 million was recorded with our other activities and 800,000 was recorded in the Concentra segments. The adjusted EBITDA results for our critical illness recovery hospitals, rehabilitation hospitals and outpatient rehabilitation hospitals segments do not include any recognition of these funds. Their respective portions of these funds recognizing the second quarter were included in other operating income. Our critical illness recovery hospital segment adjusted EBITDA increased 39.9% to $89.7 million, compared to 64.1 million in the same quarter last year. Adjusted EBITDA margin for the segment was 17.3% in the second quarter, compared to 13.9% in the same quarter last year. Adjusted EBITDA and margin growth were driven by our revenue growth which was partially offset by higher operating expenses related to COVID. Our rehabilitation hospitals segment adjusted EBITDA was $27.6 million, compared to 30 million in the same quarter last year. Adjusted EBITDA margin for the rehabilitation hospital segment was 16.4% in the second quarter, compared to 18.7% in the same quarter last year. The decline in adjusted EBITDA and margin are primarily driven by temporary admission restrictions in several of our hospitals in New Jersey and South Florida and higher operating expenses related to COVID. Our outpatient rehab and current adjusted EBITDA loss of $6.3 million in the second quarter compared to $42.6 million adjusted EBITDA contribution in the same quarter last year. Adjusted EBITDA was adversely impacted by the significant decline in volume during the quarter. We did incur adjusted EBITDA losses in both April and May that had positive adjusted EBITDA in June as our volume shortfalls to prior year improved. Our Concentra adjusted EBITDA was $41.5 million, compared to 76.1 million in the same quarter last year. Adjusted EBITDA margin was 13.3% in the second quarter, compared to 18.4% in the same quarter last year. Adjusted EBITDA was impacted by the significant decline in our volume during the quarter. We had adjusted EBITDA shortfalls to prior year results in both April and May but adjusted EBITDA in June exceeded both April and May as well as June of last year. Earnings per fully diluted share increased over 18% to $0.39 for the second quarter compared to $0.33 for the same quarter last year. Adjusted earnings per fully diluted share was $0.38 per diluted share for the second quarter. Adjusted earnings per fully diluted share excludes the non-operating gain and its related tax effect in the second quarter of this year. For the second quarter, our operating expenses which include our cost of services in general and administrative expenses were $1.12 billion and 90.5% of net operating revenues. For the same quarter last year, operating expenses were $1.18 billion and 86.8% of net operating revenue, cost of services or $1.08 billion for the second quarter, this compares to $1.15 billion in the same quarter last year. As a percent of net revenue cost of services was 87.8% for the second quarter, this compares to 84.5% in the same quarter last year. G&A expense was $33.5 million in the second quarter compared to $31.3 million in the same quarter last year. G&A as a percent of net revenue was 2.7% in the second quarter. This compares to 2.3% of net revenue for the same quarter last year. As Bob mentioned, total adjusted EBITDA was $178.8 million and the adjusted EBITDA margin was 14.5% for the second quarter, as compared to the total adjusted EBITDA of $186.2 million and an adjusted EBITDA margin of 13.7% in the same quarter last year. We recorded $55 million in other operating income in the second quarter related to payments received under the provider relief funds. I would like to reiterate that with the exception of $800,000 of grant monies to Concentra no grant monies were included in our segment reporting. Depreciation and amortization was $52.3 million in the second quarter this compares to $55 million in the same quarter last year. We generated $8.3 million in equity and earnings of unconsolidated subsidiaries during the second quarter, compared to $7.4 million in the same quarter last year. We also had non-operating gain of $300,000 in the second quarter this year. Interest expense was $37.4 million in the second quarter, this compares to $51.5 million in the same quarter last year. The decline was a result of a reduction in the variable interest rates, as well as the refinancing activity we did during the second half of last year. We recorded income tax expense of $23.3 million in the second quarter of this year which represents an effective tax rate of 25.7%. This compares to the tax expense of $20.8 million in effective tax rate of 25.8% in the same quarter last year. Net income attributable to non-controlling interests were $15.8 million in the second quarter, this compares to $15.2 million in the same quarter last year. Net income attributable to Select Medical Holdings was $51.7 million in the second quarter and fully diluted earnings per share is $0.39 excluding the non-operating gain as related tax effects our adjusted earnings per share was $0.38. At the end of the second quarter, we had $3.4 billion of debt outstanding and $510 million of cash on the balance sheet. Our debt balance at the end of the quarter included $2.1 billion in term loans, $1.2 billion in 6.25 senior notes and $77 million of other miscellaneous debt. Operating activities provided $642 million of cash flow in the second quarter which included $317 million in Medicare advances and $100 million in provider relief funds $55 million of which was recognized in operating income. Also contributing to operating cash flow in the quarter was a reduction in our accounts receivable down balance and increased accrued liabilities and tax taxes payable. Our accrued liability includes $33 million in deferred employer FICA tax allowed for under the CARES Act. Investing activities used $35.9 million of cash in the second quarter, the use of cash included $32 million in purchases of property and equipment and $5 million in acquisition investment activity this was offset in part by $1.2 million in proceeds from the sale of businesses during the quarter. Financing activities used $169.5 million in cash in the second quarter, this includes $165 million in net repayments on revolving loans and $2.6 million in net repayments of other debt during the quarter. Our total available liquidity at the end of the second quarter was over $1 billion which is evenly split between cash on hand and revolver availability. ","compname reports q2 adjusted earnings per share $0.38. q2 adjusted earnings per share $0.38. q2 earnings per share $0.39. q2 revenue $1.233 billion versus refinitiv ibes estimate of $1.15 billion. " "Let me start out by saying Q4 was another very good quarter for us with all four business segments exceeding same quarter prior year revenue, adjusted EBITDA and margin. 2019 was a solid year for development growth for the company. We added a new 60-bed rehabilitation hospital in partnership with the University of Florida Health System in Gainesville, induced 60-bed rehabilitation hospital in partnership with Dignity in Las Vegas and a new 30-bed rehabilitation hospital with partners in New Orleans. We also relocated our rehabilitation hospital in Newport News, Virginia that we operate in partnership with Riverside Health into a new 50-bed hospital. In addition, we acquired four critical illness recovery hospitals in two separate transactions and added additional critical illness recovery hospital through a joint venture partnership. We also increased our portfolio of outpatient rehab clinics by 78 clinics during the year and in 2019 with 1,740 clinics under our management. During 2019, we completed the integration of U.S. HealthWorks into our Concentra business and have fully captured the synergies we outlined when we acquired the business in early 2018. Let me now take you through our operational metrics for the fourth quarter and the full year. Overall, our net revenue in the fourth quarter increased 8.7% to $1.37 billion. For the full year, net revenue increased 7.3% to $5.45 billion. Net revenue in our critical illness recovery hospital segment in the fourth quarter increased 6.7% to $455 million. The increase was driven by both an increase in volume and rate with patient days up 5.2% compared to the same quarter last year and revenue per patient day up 1.5% to $1,742 per patient day in the fourth quarter. Occupancy in our critical illness recovery hospital segment was 67% in the fourth quarter compared to 66% in the same quarter last year. For the year, net revenue in our critical illness recovery hospital segment increased 4.7% to $1.84 billion. Again, we experienced an increase in both volume and rate compared to last year. Patient days were up 2.6% and net revenue per patient day was up 2.2% to $1,753 per patient day for the year. Overall, occupancy in our critical illness recovery hospitals was 68% this year compared to 67% last year. Net revenue in our rehabilitation hospital segment for the fourth quarter increased 20.9% to $380 million [Phonetic] compared to $151 million in the same quarter last year. Patient days increased 15% and net revenue per patient day was up 8% to $1,739 per patient day in the fourth quarter. Occupancy in our rehabilitation hospital segment was 78% in the fourth quarter compared to 75% in the same quarter last year. For the year, net revenue in our rehabilitation hospital segment increased 14.9% to $671 million compared to $584 million last year. Patient days increased 11.9% and net revenue per patient day was up 4.9% to $1,685 per patient day for the full year. The increase in patient days for both fourth quarter and the full year was primarily driven by the new hospitals we opened in 2019. Occupancy in our rehabilitation hospital was 76% this year compared to 74% last year. Net revenue in our outpatient rehab segment for the fourth quarter increased 7.7% to $272 million compared to $252 million in the same quarter last year. Patient visits increased 7.2% to over $2.25 million -- 2.25 million visits in the fourth quarter. Our net revenue per visit increased $104 in the fourth quarter compared to $103 per visit in the same quarter last year. For the year, net revenue on our outpatient rehab segment increased 5% to almost $1.05 billion. Patient visits increased 4.3% to over 8.7 million visits for the year. The overall increase in patient visits resulted from new start-up clinics, as well as acquired clinics. Net revenue per visit was $103 per visit both this year and last year. Net revenue in our Concentra segment for the fourth quarter increased 3.4% to $397 million. For the fourth quarter, revenue from our centers was $354 million and the balance of approximately $43 million was generated from on-site clinics, community-based outpatient clinics and other services. For the centers, we had patient visits of 2.9 million and net revenue per visit was $122 in the fourth quarter. This compares to 2.8 million visits and $124 per visit in the same quarter last year. For the year, net revenue in our Concentra segment increased 4.6% to almost $1.63 billion. The primary driver of the increase was the full year effect of U.S. HealthWorks acquired February 1, 2018 and additional acquired centers in 2019. Visits in our centers increased 5.6% to almost 12.1 million visits compared to 11.4 million visits last year. Revenue per visit was $122 this year compared to $124 per visit last year. The decline in revenue per visit for both the fourth quarter and the full year was driven by our change in our business mix with an increase in employer service visits, which are paid at a lower rate. Total company adjusted EBITDA for the fourth quarter increased 16.9% to $171.9 million compared to $147.1 million in the same quarter last year with consolidated adjusted EBITDA margin at 12.5% for the fourth quarter compared to 11.6% for the same quarter last year. For the year, total adjusted EBITDA increased 10.2% to $710.9 million compared to $645.2 million last year with consolidated adjusted EBITDA margin at 13% for the year compared to 12.7% last year. For our critical illness recovery hospital segment, adjusted EBITDA was $60.5 million for the fourth quarter compared to $56 million in the same quarter last year. The increase in adjusted EBITDA was driven by both an increase in our existing hospitals and contribution from the four hospitals acquired in 2019. Adjusted EBITDA margin for the segment was 13.3% in the fourth quarter compared to 13.1% in the same quarter last year. For the year, critical illness recovery hospital segment adjusted EBITDA was $254.9 million compared to $243 million last year. The increase in adjusted EBITDA was driven by an increase in our existing hospitals despite the extended temporary closure of our Panama City Hospital and the contribution from our four hospitals acquired in 2019. Adjusted EBITDA margin was 13.9% both this year and last year. Our rehabilitation hospital segment adjusted EBITDA increased 51.4% to $43.3 million in the fourth quarter compared to $28.6 million in the same quarter last year. Adjusted EBITDA margin for the rehab segment was 23.7% in the fourth quarter compared to 18.9% in the same quarter last year. The increase in adjusted EBITDA and margin resulted from both increases in our existing hospitals, as well as contributions from the hospitals we opened in 2019. For the year, our rehabilitation hospital adjusted EBITDA increased 24.7% to $135.9 million compared to $108.9 million last year. Adjusted EBITDA margin was 20.2% for the year compared to 18.7% last year. The increases in adjusted EBITDA and margin resulted from increases in volume and rate across many of our existing hospitals. Adjusted EBITDA losses in our start-up hospitals, $8.8 million this year compared to $4.7 million last year. Outpatient rehab adjusted EBITDA increased 14.9% to $40.2 million in the fourth quarter this year compared to $35 million in the same quarter last year. Adjusted EBITDA margin for the outpatient segment was 14.8% in the fourth quarter compared to 13.9% in the same quarter last year. For the year, adjusted -- outpatient rehab adjusted EBITDA increased 6.9% to $151.8 million compared to $142 million last year. Adjusted EBITDA margin was 14.5% compared to 14.3% last year. The increase in adjusted EBITDA for the full year was driven by increases in both our existing clinics and contributions from new start-up and acquired clinics. Concentra adjusted EBITDA increased 6.8% to $56.8 million for the fourth quarter compared to $52.9 million in the same quarter last year. Adjusted EBITDA margin was 14.2% in the fourth quarter compared to 13.8% in the same quarter last year. For the year, Concentra adjusted EBITDA was $276.5 million compared to $252 million last year. Adjusted EBITDA margin for the Concentra segment was 17% this year compared to 16.2% last year. The increase in adjusted EBITDA margin for both the fourth quarter and the full year was a result of lower relative operating costs across the combined Concentra and U.S. HealthWorks business. Earnings per fully diluted share was $0.24 for the fourth quarter compared to $0.18 for the same quarter last year. Adjusted earnings per fully diluted share was $0.31 per diluted share for the fourth quarter compared to $0.20 in the same quarter last year. Adjusted earnings per fully diluted share excludes the pre-tax losses on early retirement of debt and its related tax effects for both -- in both the fourth quarters this year and last year. Earnings per fully diluted share was $1.10 for the year compared to $1.02 last year. Adjusted earnings per fully diluted share was $1.24 per diluted share for the year compared to $1.3 last year. Adjusted earnings per fully diluted share excludes the pre-tax losses on early retirement of debt and non-operating gains and the related tax effects. Last year adjusted earnings per share excluded the loss on early retirement debt, non-operating gains, U.S. HealthWorks acquisition cost and their related tax effects. For the fourth quarter, our operating expenses, which include our cost of services and general and administrative expense were $1.2 billion. This compares to $1.1 billion in the same quarter last year. As a percentage of our net revenue, operating expenses for the fourth quarter were 88%. This compares to 88.9% in the same quarter last year. For the year, our operating expenses were $4.77 billion. This compares to $4.46 billion last year. As a percentage of our net revenue, operating expenses for the year were 87.5%. This compares to 87.8% last year. Cost of services were $1.18 billion for the fourth quarter. This compares to $1.09 billion in the same quarter last year. As a percent of net revenue, cost of services were 85.5% in the fourth quarter. This compares to 86.5% in the same quarter last year. For the year, cost of services were $4.6 billion. This compares to $4.3 billion last year. As a percent of our net revenue, cost of services were 85.1% for the year. This compares to 85.4% last year. G&A expense was $34.1 million in the fourth quarter. This compares to $30.3 million in the same quarter last year. G&A as a percent of net revenue was 2.5% in the fourth quarter. This compares to 2.4% of net revenue for the same quarter last year. For the year, G&A expense was $128.5 million. This compares to $121.3 million last year. G&A as a percent of revenue was 2.4% both this year and last year. As Bob mentioned, total adjusted EBITDA was $171.9 million and the adjusted EBITDA margin was 12.5% for the fourth quarter. This compares to the adjusted EBITDA of $147.1 million in adjusted EBITDA margin of 11.6% in the same quarter last year. Total adjusted EBITDA for the year was $710.9 million. This compares to $645.2 million last year. Adjusted EBITDA margin was 13% this year. That compares to 12.7% last year. Depreciation and amortization was $52.5 million in the fourth quarter. This compares to $52.6 million in the same quarter last year. For the year, depreciation and amortization expense was $212.6 million compared to $201.7 million last year. We generated $6.3 million in equity in earnings of unconsolidated subsidiaries during the fourth quarter. This compares to $7 million in the same quarter last year. For the year, we generated $25 million in equity and earnings of unconsolidated subsidiaries. This compares to $21.9 million last year. We did recognize a loss on early retirement of debt in the fourth quarter this year of $19.4 million. We recognized a loss on early retirement of debt in the fourth quarter of last year of $3.9 million. For the year, we recognized $38.1 million of losses on early retirement of debt. We also recognized non-operating gains of $6.5 million during the year. Last year we recognized $14.2 million of losses on early retirement of debt and $9 million of non-operating gains. The loss on early retirement of debt in 2019 resulted from the refinancing activities in the second half of the year. We were able to reduce interest rates and extend maturities on Select's senior notes, as well as reduced borrowing cost at Concentra through the repayment of their second-lien term loan. Interest expense was $44 million in the fourth quarter. This compares to $50.5 million in the same quarter last year. The decline in interest expense in the quarter resulted from both the decline in LIBOR rates, as well as the repayment on Concentra's second-lien term loan, which carried a higher interest rate. Interest expense for the year was $206.6 million. This compares to $198.5 million last year. We recorded income tax expense of $63.7 million this year. That compares to income tax expense of $58.6 million last year. Net income attributable to Select Medical Holdings was $148.4 million for the year and fully diluted earnings per share in $1.10. Excluding the pre-tax losses on early retirement of debt and non-operating gains and the related tax effects this year, our adjusted earnings per share was $1.24. We completed refinancing transaction during the fourth quarter, which effectively combined the capital structure of Select and our majority-owned subsidiary, Concentra. On December 10, Select issued $675 million in incremental 6.25% senior notes due 2026 at a price of $1.06 [Phonetic] and entered into an incremental $615 million term loan. A portion of the net proceeds from the incremental senior notes and incremental term loan were used by Select to loan $1.24 billion to Concentra who then used the proceeds from the intercompany loan to repay in full its $1.24 billion in syndicated term loans outstanding. At the end of the year, we had $3.4 billion of debt outstanding and $335.9 million of cash on the balance sheet. Our debt balance at the end of the year included $2.143 billion in term loans, $1.225 million and 6.25% senior notes and $78.5 million of other miscellaneous debt. Operating activities provided $178.5 million of cash flow in the fourth quarter. This compares to $113.2 million in the same quarter last year. For the year, operating activities provided $445.2 million of cash flow compared to $494.2 million last year. Our days sales outstanding or DSO was 51 days at December 31, 2019. This compares to 53 days at September 30, 2019 and 51 days at December 31, 2018. Investing activities used $46 million of cash in the fourth quarter. The use of cash was primarily related to $33.2 million in purchases of property and equipment and $12.8 million for acquisition and investment activities during the quarter. Investing activities used $316.7 million for the year. The use of cash was primarily related to $157.1 million in purchases of property and equipment and $159.6 million in net acquisition and investment activities during the year. Financing activities provided $67.4 million of cash in the fourth quarter. Provision of cash including $77.1 million in net proceeds from the refinancing in December. This was offset in part by distributions to non-controlling interest and repayment of other debt. For the year, financing activities provided $32.3 million of cash. The provision of cash included $104.6 million in net proceeds from the refinancing activities during the year. This was offset in part by common stock repurchases, repayment of bank overdrafts, repayment of other debt and distributions to non-controlling interest during the year. We expect net revenue to be in the range of $5.575 billion $5.675 billion. Adjusted EBITDA is expected to be in the range of $725 million to $760 million. And fully diluted earnings per share is expected to be in the range of $1.27 to $1.46. As many of you are probably aware, after the end of the year, we entered into agreements with our Concentra joint venture partners to purchase a total of 18.7% of the voting interest in Concentra for a total consideration of approximately $352.7 million. The purchase was the first of our partners three put rights under the restated operating agreement post-U.S. HealthWorks transaction. After the purchase, Select now owns approximately 68.8% of the voting interest of Concentra. The joint venture partners continue to have the right to put one-third of their initial membership interest to Select in 2021 and any remaining membership interest in 2022 with Select retaining the right to call any remaining membership interest outstanding in 2022. ","compname reports q4 earnings per share $0.24. q4 adjusted earnings per share $0.31. q4 earnings per share $0.24. sees fy 2020 earnings per share $1.27 to $1.46. sees fy 2020 revenue $5.575 billion to $5.675 billion. reaffirms its 2020 business outlook. " "Their ability to adjust to the changing COVID variance throughout 2021 is a great testimony to our team's adaptability and their professionalism. Our revenues grew nicely in all four of our business segments, with aggregate revenue growth for the quarter close to 7% and for the year, over 12%. However, we also experienced substantial wage pressure in Q4 in terms of agency, nursing rates and utilization, primarily in our critical illness recovery hospitals. Martin Jackson will cover these labor increases in more detail in his comments. This information will provide a data point for each of our business segments prior to the pandemic compared to the current filing. We will continue to include this information, as long as it provides meaningful insight to the impact of COVID-19 and the company's financial performance. I also wanted to note that we recorded $8 million in other operating income in the fourth quarter, and $124 million for the full year 2021 related to Provider Relief Fund grant payments. In 2020, we recorded $36 million in other operating income in the fourth quarter, and $90 million for the full year 2020 related to these payments. The adjusted EBITDA results for our critical illness recovery hospitals, rehabilitation hospitals, and outpatient rehabilitation segments do not include any recognition of these funds. The Concentra segment does include $1 million in the fourth quarter and $35 million for the full year 2021 of adjusted EBITDA related to these funds. Total company revenue for the fourth quarter was $1.56 billion, a 6.8% increase compared to the same quarter prior year. For the full year, total company revenue increased 12.2% to $6.2 billion, compared to $5.5 billion in the prior year. Revenue in our Critical Illness Recovery Hospitals segment in the fourth quarter increased 7.3% to $577 million compared to $538 million in the same quarter prior year. Patient days were up 3.2% compared to the same quarter prior year, with over 294,000 patient days. Net revenue per patient day increased 3.5% to $1,946 per patient day in the fourth quarter, as case mix index was 1.32 in the fourth quarter compared to 1.30 in the same quarter last year. For the year, revenue in our Critical Illness Recovery Hospital segment increased 8.1% to over 12 -- $2.2 billion compared to almost $2.1 billion in the prior year. Patient days were up 1.9% and revenue per patient day increased 6.1% compared to the prior year. Revenue in our Rehabilitation Hospital segment in the fourth quarter increased 10.5% to $216 million, compared to $196 million in the same quarter prior year. Patient days were up 8.1% compared to the same quarter prior year. And net revenue per patient day increased 2.7% to $1,888 per day in the fourth quarter. For the year, revenue in our Rehabilitation Hospital segment increased 15.6% to $849 million, compared to $735 million in the prior year, driven by both volume and rate increases. Patient days were up 11.8%, as revenue per patient day increased 4.2% compared to the prior year. Revenue in our Outpatient Rehab segment in the fourth quarter increased 7.8% to $277 million, compared to $257 million in the same quarter prior year. Patient visits were up 9.2%, compared to the same quarter prior year, with over 2.3 million visits in the fourth quarter. Our revenue per visit was $102 in the fourth quarter. For the year, revenue in our Outpatient Rehab segment increased 17.9% to over $1.08 billion, compared to $920 million in the prior year. Patient visits were up 21.1% with almost 9.2 million visits for the year. Our net revenue per visit was $102 for the full year. Revenue in our Concentra segment for the fourth quarter increased 3% to $411 million, compared to $399 million in the same quarter prior year. For the occupational health centers, patient visits were up 8.3% with over three million visits in the fourth quarter. Revenue per visit in the centers was $125 in the fourth quarter. For the year, revenue at Concentra increased 15.4% to over $1.7 billion, compared to $1.5 billion in the prior year. For the occupational health centers, patient visits increased 13.4%, with over 12 million visits for the year. Revenue per visit in the centers was $125 for the year. Total company adjusted EBITDA for the fourth quarter was $138.4 million, compared to $221.3 million in the same quarter prior year. Our consolidated adjusted EBITDA margin was 8.9% for the fourth quarter, compared to 15.2% for the same quarter of prior year. For the full year, total company adjusted EBITDA increased 18.3% to $947.4 million compared to $800.6 million in the prior year. Our consolidated adjusted EBITDA margin was 15.3% for the year, compared to 14.5% in the prior year. As mentioned previously, adjusted EBITDA results for the full year included $124 million of Provider Relief Funds grant income compared to $90 million in the prior year. Our Critical Illness Recovery Hospital Segment adjusted EBITDA for the fourth quarter was $24.6 million, compared to $75 million in the same quarter prior year. Adjusted EBITDA margin for this segment was 4.3% in the fourth quarter, compared to 14% in the same quarter prior year. The reduction in EBITDA was primarily driven by labor cost increases due to utilization of agency staffing. For the full year, Critical Illness Recovery Hospitals segment adjusted EBITDA was $268 million, compared to $342.4 million in the prior year. Adjusted EBITDA margin for this segment was 11.9% for the full year, compared to 16.5% in the prior year. The reduction of EBITDA is primarily related to increased labor costs throughout the year. Our Rehabilitation Hospital segment adjusted EBITDA for the fourth quarter was $39.3 million, compared to $42.4 million in the same quarter prior year. Adjusted EBITDA margin for the Rehab Hospital segment was 18.2% in the fourth quarter, compared to 21.6% in the same quarter prior year. We also experienced nurse agency pressures in our rehabilitation hospitals during Q4. For the full year, Rehabilitation Hospital segment adjusted EBITDA was $184.7 million, compared to $153.2 million in the prior year. Adjusted EBITDA margin for this segment was 21.7% for the year compared to 20.9% in the prior year. Our Outpatient Rehab segment adjusted EBITDA for the fourth quarter was $27.6 million, compared to $27.7 million in the same quarter prior year. Adjusted EBITDA margin was 9.9% in the fourth quarter, compared to 10.8% in the same quarter prior year. For the full year, Outpatient Rehab segment adjusted EBITDA was $138.3 million, compared to $79.2 million in the prior year. Adjusted EBITDA margin was 12.8% for the full year, compared to 8.6% in the prior year. Concentra adjusted EBITDA for the fourth quarter was $70.7 million, compared to $69.4 million in the same quarter prior year. Adjusted EBITDA margin was 17.2% in the fourth quarter, compared to 17.4% in the same quarter prior year. For the full year, Concentra adjusted EBITDA was $389.6 million, compared to $252.9 million in the prior year. Adjusted EBITDA margin was 22.5% for the full year, compared to 16.8% in the prior year. Earnings per fully diluted share was $0.37 in the fourth quarter, compared to $0.57 per share in the same quarter prior year. For the full year, earnings per fully diluted share were $2.98 compared to $1.93 per share in the prior year. Adjusted earnings per fully diluted share last year was $1.89, excluding non-operating gains and their related tax effects. For the fourth quarter, our operating expenses, which include our cost of services and general and administrative expenses, were $1.44 billion, which represents 92.4% of our revenues. For the same quarter prior year, operating expenses were $1.28 billion and represented 87.8% of our revenues. The primary driver of increases in our operating expenses is due to increased labor costs, particularly in our Critical Illness Recovery hospitals. We have seen nearly a doubling of agency nursing rates in Q4, and also an increase in nurse agency utilization in our critical illness recovery hospitals. Our operators have done a good job of controlling other operating costs, as most have decreased on a per patient day and per visit basis. As we have mentioned in previous earnings calls, our critical illness recovery hospital strategy is to continue to admit critically complex patients sent to us by our referral partners, even though our labor costs have increased substantially. We have developed strong referral relations during this pandemic, and we believe continued acceptance of these referrals will provide for strong relationships over the long term. For the full year, our operating expenses were $5.43 billion, compared to $4.85 billion in the prior year. As a percent of revenue, operating expenses were 87.6% in both this year and the prior year. As I mentioned in our Q4 operating expense section, the majority of increases in our expenses are the result of increased labor costs throughout the year. Cost of services were $1.4 billion for the fourth quarter. This compares to $1.25 billion in the same quarter prior year. As a percent of revenue, cost of services were 89.9% for the fourth quarter, compared to 85.4% in the same quarter prior year. For the full year, cost of services were $5.2 billion. This compares to $4.7 billion in the prior year. As a percent of revenue, cost of services were 85.2% for both the full year this year and prior year. G&A expense was $38 million in the fourth quarter. This compares to $35.2 million in the same quarter prior year. G&A as a percentage of revenue was 2.4% in both the fourth quarter this year and the same quarter prior year. For the full year, G&A expense was $147 million. This compares to $138 million in the prior year. G&A as a percent of revenue was 2.4% for the full year. This compares to 2.5% for the prior year. As Rob mentioned, total adjusted EBITDA was $138.4 million, and adjusted EBITDA margins was 8.9% for the fourth quarter. This compares to adjusted EBITDA $221.3 million and adjusted EBITDA margin of 15.2% in the same quarter prior year. For the full year, total adjusted EBITDA was $947.4 million and adjusted EBITDA margin was 15.3%. This compares to total adjusted EBITDA of $800.6 million and an adjusted EBITDA margin of 14.5% in the prior year. Depreciation and amortization was $51.9 million in the fourth quarter. This compares to $51.5 million in the same quarter prior year. For the full year, depreciation and amortization was $202.6 million. This compares to $205.7 million in the prior year. We generated $11.2 million in equity and earnings of unconsolidated subsidiaries during the fourth quarter. This compares to $9.8 million in the same quarter of prior year. For the full year, equity and earnings were $44.4 million. This compares to $29.4 million in the prior year. We also had a non-operating gain of $2.2 million in the fourth quarter this year, and a non-operating loss of $303,000 in the fourth quarter last year. For the full year, we had non-operating gain of $2.2 million and non-operating gain of $12.4 million last year. Interest expense was $33.9 million in the fourth quarter. This compares to $35.5 million in the same quarter prior year. We also recorded interest income of $600,000 in the fourth quarter this year. For the full year, interest expense was $136 million. This compares to $153 million in the prior year. We've also recorded $5.4 million in interest income this year. We recorded an income tax benefit of $8.6 million in the fourth quarter this year, and income tax expense of $35.1 million in the same quarter prior year. For the full year, we recorded income tax expense of $129.8 million, which represents an effective tax rate of 21.6% compared to income tax expense of $111.9 million, and an effective tax rate of 24.5% in the prior year. Net income attributable to non-controlling interests were $16.5 million in the fourth quarter. This compares to $24.9 million in the same quarter prior year. For the full year, net income attributable to non-controlling interests were $97.7 million. This compares to $85.6 million in the prior year. Net income attributable to Select Medical Holdings was $49.9 million in the fourth quarter and fully diluted earnings per share were $0.37. Net income attributable to Select Medical Holdings was $402.2 million for the full year and fully diluted earnings per share was $2.98. At the end of the year, we had $3.6 billion of debt outstanding, $74 million of cash on the balance sheet. Our debt balance at the end of the year included $2.1 billion in term loans, $160 million in revolving loans, $1.2 billion in 6.25% senior notes, and $85 million of other miscellaneous debt. We ended the year with net leverage for our senior secured credit agreement of 3.77 times. For the fourth quarter, operating activities used $60.8 million of cash flow. This includes repayment of Medicare advances of $75.7 million and deferred employment -- employer payroll tax of $53.1 million. We expect the remaining balance of the Medicare advances of $83.8 million to be repaid by April of this year. Our days sales outstanding, or DSO, was 53 days at the end of the year. This compares to 54 days at the end of the third quarter, and 56 days at the end of last year. Investing activities used $99.3 million of cash in the fourth quarter. This includes $55 million in purchases of property and equipment, and $60 million in acquisition and investment activities during the quarter, including the acquisition of Acuity Healthcare in this quarter. Financing activities used $513.7 million of cash in the fourth quarter. This includes over $160 million to purchase membership interest in Concentra, which we now own 100% of the voting interest. For the full year, operating activities provided over $400 million of cash flow, which was after the repayment of $241 million in Medicare advances, and the repayment of the $53 million in deferred payroll taxes. Investing activities used $256.6 million of cash for the full year. This includes $180.5 million in purchases of property and equipment, and close to $103 million in acquisition and investment activities for the year. This was offset in part by $26.8 million of proceeds from asset sales during the year. Financing activities used $647.4 million of cash for the full year. As I mentioned, this included over $660 million of purchased membership interest in Concentra in the fourth quarter. The company paid cash dividends to its common shareholders of $16.8 million in the fourth quarter, and $50.6 million for the year. The company also repurchased over 387,000 shares of common stock, for a total cost of $11.1 million during the fourth quarter and 1.77 million shares for a total cost of $58.6 million for the full year under the terms of its board authorized repurchase program. Given the uncertainties due to significant increased labor costs resulting from higher-than-expected use of agency clinical staff, we are issuing our business outlook at this time for revenue only for 2022. We expect revenue to be in the range of $6.25 billion to $6.4 billion for the full year of 2022. We are also reaffirming our previously issued three-year compound annual growth rate target for revenue only, which we expect to be in the range of 4% to 6% for 2021 through 2023. We expect our capital expenditure to be in the range of $180 million to $200 million for this year. We do plan to readdress our business outlook and target compound annual growth rates for adjusted EBITDA and earnings per common share when the labor climate stabilizes. ","q4 earnings per share $0.37. q4 revenue rose 6.8 percent to $1.56 billion. select medical expects revenue to be in range of $6.25 billion to $6.40 billion for full year of 2022. select medical is also reaffirming its previously issued three-year compound annual growth rate target for revenue. " "This audio cast is copyrighted material of Stifel Financial Corp. and may not be duplicated, reproduced or rebroadcast without the consent of Stifel Financial. I'm joined on the call today by Co-Presidents, Jim Zemlyak and Victor Nesi; as well as our CFO, Jim Marischen. I'm going to start the call by running through the highlights of our third quarter, before turning it over to Jim, who will take you through our balance sheet and expenses. I'll then come back with my concluding thoughts. The COVID pandemic has impacted millions of people worldwide and resulted in ever-changing challenges for both our healthcare system and our economy. Despite this backdrop, it's the focus of my partners and associates at Stifel that has enabled us to provide the high-quality financial advice that our clients have come to rely on over the past 20-plus years as we've grown into a premier wealth management and middle market investment bank. With that, let's look at our results. Simply, we had another great quarter. Stifel benefited from strong capital raising and trading activity as well as continued growth in fee-based assets. This more than offset the expected pullback in advisory revenue and net interest. Noteworthy, we had one of our strongest recruiting quarters in recent history as we've been able to successfully implement a virtual recruiting strategy. Our pipeline remains strong and despite the uncertainty of the U.S. economy resulting from the pandemic, Stifel remains well positioned for continued growth. I want to highlight the strength of our business for both the quarter and year-to-date. We generated record third quarter revenue and our second best quarterly earnings per share. For the first nine months of the year, we achieved record revenue and earnings per share. Capital raising revenue achieved a quarterly record, trading volumes are up year-over-year and credit quality remains strong at Stifel Bank. Additionally, wealth advisor recruiting accelerated, which built on the momentum we achieved during the first six months. The financial performance during the quarter and frankly, the past few years is driven by a diverse business mix that's enabled both our Institutional Group and Wealth Management segment to generate strong growth. This diversification is illustrated by record nine month wealth management revenue despite significant declines in net interest income and deposit sweep fees, both a result of the Fed's implementation of a 0 rate environment. Likewise, we achieved record nine month institutional revenue as record capital raising and brokerage more than compensated for a 13% decline in advisory revenue. Simply, Stifel is a growth company with diversified, balanced and synergistic businesses. Over the last 12 months, Wealth Management, under both brokerage and fee models has contributed 46% of net revenue. Institutional revenues, comprised of equity and fixed income, investment banking and trading, made up 41%, while net interest income comprised the remaining 13%. The synergy and complementary nature of these businesses is reflected in our return on tangible common equity, which is 23.2% over the past 12 months. For the third quarter, Stifel's net revenues were $883 million, up 8% from the prior year, representing the fourth highest quarterly revenue in our history. In fact, for the 12 months ending September 30, 2020, Stifel generated revenue of more than $3.6 billion, up 14% from the 12 months ending September 30, 2019. Compensation as a percentage of net revenue came in at 59.6%, while operating expenses totaled 21%. I would note that our compensation ratio is higher for both the quarter and year-to-date as compared to the full year 2019, primarily as a result of the decline in NII. Relatively modest loan growth and the stabilization of economic factors, coupled with our management overlay, resulted in essentially no provision for loan losses. To give a sense of the range of outcomes under our CECL economic models, assuming our base case scenario, we are approximately $40 million over accrued. On our most severe scenario, we would be approximately $60 million under accrued. Altogether, earnings per share were $1.59, up 6%. Pretax margins were 19.4%, annualized return on tangible common equity was 22.2% and tangible book value per share increased 13% over last year to $32.34. Moving on to our segment results. And starting with our Global Wealth Management group. Third quarter wealth management revenue totaled $527 million, up 4% sequentially. The third quarter benefited from the expected rebound in asset management and service fees, which increased by 16% sequentially as well as improved brokerage revenue both offsetting an 11% decline in NII. Through the first nine months of the year, our wealth management revenue was up 2% to a record of more than $1.6 billion. Again, these results were achieved despite the fact that our NII and deposit fee income declined approximately $65 million. Excluding this impact, our year-to-date wealth management revenue increased 18%, driven by strong growth in our brokerage and asset management revenues, both of which reflect strong recruiting end markets. In the fourth quarter, we expect another strong quarter for our asset management revenue due to the 8% sequential increase in fee-based client assets, which totaled $115 billion at September 30. I would also note that total client assets reached $326 billion at the end of the quarter and are just $3 billion below the record level set in the fourth quarter of 2019. As you can see on the wealth management metrics slide, we had another outstanding recruiting quarter as our virtual recruiting strategies continue to produce significant growth in our advisor headcount. To put numbers to this, we recruited 45 financial advisors with total trailing 12-month production of $38 million. Our recruiting performance this quarter is a continuation of our successful recruiting efforts since the beginning of 2019, as we've added nearly 250 new advisors who had trailing 12-month production of roughly $200 million. This will continue to drive future revenue growth in wealth management as the new advisors transition their clients onto our platform. Looking forward, we have a lot of momentum behind our recruiting efforts. And while there is some seasonality in the fourth quarter, primarily due to the holidays, our pipeline remains extremely strong, as Stifel remains a very attractive destination for high-quality advisors. Moving on to our Institutional Group. Through nine months, we generated record net revenue of $1.1 billion, which is up 33% from last year. Reflecting our growth in investments, the first nine months of 2020 would represent our third highest annual revenue. These results were driven by capital raising and brokerage, both up more than 50% from last year. For the third quarter, net revenue totaled $363 million, up 25% from last year. Similar to our year-to-date results, capital raising and brokerage increases of approximately 50% drove the increase in the quarter and more than offset the expected softness in advisory revenue. Before I go into the details of this segment's performance on the next few slides, I want to take a minute to talk about the general perception of our institutional business. I'm sure you remember that on last quarter's call, I commented that this segment is continually underappreciated by analysts. In general, institutional businesses tend to be transactional in nature. And consequently, there are persistent concerns that strong results in any given quarter are not sustainable. While it's true that we're not likely to generate record results every quarter, we believe that performance in this business is better judged by annual results. As you can see by the chart on the bottom half of the slide, not only have our results been sustainable, they've grown substantially. In fact, if you annualize our results for the first three months of 2020, our institutional revenues have grown at a compound annual rate of nearly 11% since 2009 despite substantial changes in the operating environment. This growth is a direct result of the investments we've made into our business that has enabled us to pick up market share and become more relevant to our clients, which will help to drive continued growth in the future. With that said, let's move on to our institutional equities and fixed income businesses. While this slide depicts brokerage and capital raising for both equities and fixed income, I'll focus on the brokerage business now and address capital raising on the investment banking slide. Fixed income brokerage revenue was $97 million, up 60% year-on-year and was our third highest quarterly revenue ever, with the top two quarters occurring in the first half of the year. As such, we are having a record year in fixed income brokerage, as the first three quarters are not only up 70% from 2019, but already surpassed our previous full year record in 2016 by 5%. The strength of our results continues to be driven by activity in investment-grade, high-yield rates as well as municipals. Equity brokerage revenue of $54 million was up 32% year-on-year as activity levels slowed from the record levels in the second quarter as market volatility slowed. Like our fixed income businesses, we are also having a record year in our institutional equity brokerage business, as through the first nine months, revenues are up 23% from our previous nine month high recorded in 2014. I would also note that I'm pleased with the contributions from our international businesses. On the following slide, we look at our firmwide investment banking revenue. Revenue of $218 million was relatively flat with the prior quarter and up 10% year-on-year, driven by record revenue and capital raising. Overall, the third quarter was our third strongest investment banking quarter. Much like my comments about our overall institutional business, our investment banking business has not only been sustainable on an annual basis, but has grown at a compound annual rate of 20% since 2009 and has more than offset industry headwinds in our institutional brokerage business. We will continue to invest in this business as we believe that we can continue to take market share and grow as a premier middle market investment bank. Looking at our capital raising business in the quarter, we generated record revenues in both our equity and fixed income issuance. Equity underwriting revenue of $85 million was up 41% year-on-year and surpassed our prior record by 20% as IPO activity was up significantly from the prior quarter. The record results in the quarter underscore the diversity of the business we've built as healthcare and technology were our strongest contributors, while our largest vertical, financials, slowed as clients looked to raise capital in the debt markets. Our fixed income underwriting revenue of $53 million was also a record as our public finance business had a strong quarter and the issuance market continued to improve. Stifel lead managed 264 negotiated municipal issues and one was again ranked number one nationally in terms of the number of issues managed. Through the first nine months, we have lead managed 632 municipal issues, which is up 17% compared to the combined volume of Stifel and George K. Baum for the same period in 2019. I would also note that although our corporate debt issuance revenues were down from the prior quarter, we continued to benefit from our bankers' ability to cross-sell services. As I mentioned earlier, KBW's clients continue to benefit from our expertise in the debt issuance markets. This again highlights the benefits of our model. For our advisory business, revenue of $81 million decreased by 23% year-on-year as we were negatively impacted by the slowdown in bank M&A following a very strong year in 2019. In terms of verticals, the performance of our advisory business was driven by technology, industrials and restructuring. The decline in advisory was expected as the market had been impacted by the slowdown in deal announcements earlier this year following the pandemic. That said, we continue to see our clients reengage and our pipelines continue to pick up. While bank M&A activity continues to lag the robust levels we saw in 2019, we are starting to see some green shoots as we recently advised CIT on their announced sale of First Citizens, which will create a bank with $100 billion in assets. Additionally in the fourth quarter, we advised Eastern Bank on the largest ever first step mutual conversion. In terms of our overall pipelines, they continue to build, and I'm optimistic for our investment banking business overall. I would note that the capital raising business is robust yet highly market dependent. Before I discuss net interest income, I'll make a few brief comments regarding our GAAP earnings. I would note that as we successfully integrated all of our recent acquisitions, we've seen the continued convergence of our GAAP and non-GAAP results. This can be seen in what was our second highest quarterly GAAP earnings per share in our history, which resulted in an ROE of nearly 13%, an ROTCE of more than 20%. Similar to last quarter, the strong GAAP earnings and the pause in our share buyback program resulted in fairly meaningful increases in book value and tangible book value that I'll describe in more detail in the following slides. And now let's turn to net interest income. For the quarter, net interest income totaled $101 million, which was down $14 million sequentially. Our results were impacted by the 0% interest rate environment and elevated levels of cash on our balance sheet. Our firmwide net interest margin declined to 190 basis points, which was consistent with the bank's net interest margin declining to 237 basis points. Firmwide, average interest-earning assets were relatively flat due to a modest increase in our loan portfolio, primarily due to mortgage loan originations and an 80% increase in our cash position as a result of the debt and preferred equity issuances earlier this year as well as the elevated cash position held at the bank. Moving on to the next slide, we review the bank's Loan and Investment portfolios. We ended the period with total net loans of $10.9 billion, which was flat sequentially. The breakdown of our portfolio skewed to a greater percentage of consumer loans through the end of the third quarter. Our mortgage portfolio increased by $100 million sequentially as we continue to see demand for residential loans and refinancings from wealth management clients given the decline in interest rates. Our securities-based loans increased in the quarter by approximately $120 million. Growth in securities-based loans continues to be strong as FA recruiting momentum continues to grow. Our commercial portfolio accounts for just less than half of our total loan portfolio and is comprised of C&I loans, which declined by 2% during the quarter. Our portfolio is well diversified with our highest concentration in any one sector at less than 7%. While the size of our portfolio declined in the quarter, we continue to focus our lending efforts on credits that have been less negatively impacted by the pandemic and typically have access to the capital markets, including such sectors as manufacturing, technology, healthcare and homebuilding supplies. While we remain cautious in our approach to loan growth, we continue to look for opportunities to grow our balance sheet with limited credit risk. Moving to the investment portfolio. As you can see, the vast majority of our securities continue to be comprised of AA and AAA CLOs. We've provided granular detail on the credit risk profile of this portfolio over the last few quarters and have not seen any material change in the underlying credit subordination provided by the securities. We continue to view these securities as an attractive risk-adjusted return and an opportunity to have exposure to the underlying loans with structural credit protection. We've not incurred any losses in this portfolio, and even under the most severe stress testing we deploy, we do not anticipate incurring any losses. Turning to the allowance. We adopted CECL earlier this year, and in the first half of the year, we incurred $35 million of credit loss provisions through the P&L, which doesn't include the $11 million opening adjustment that ran through equity. Much of the increase in the first half of the year was driven by changes in macroeconomic scenarios based on the Moody's model, which estimated increasingly severe declines in GDP as well as increasing unemployment. As you can see on the slide, while the allowance for credit loss was essentially unchanged, we did see an increase in the allowance and our coverage ratio on our commercial portfolio, which increased to 2.03% as a result of additional management overlays. We continue to see strong credit metrics with nonperforming assets and nonperforming loans at eight basis points. While we understand we are still in the early innings of the current credit cycle, we've yet to see anything but nominal charge-offs over the last several quarters. Moving to capital and liquidity. Our capital ratios were relatively stable during the quarter. Our Tier one leverage ratio increased to 11.3%, primarily on the strength of our earnings and a lack of share repurchases. Our Tier one risk-based capital ratio was 19.2%, a slight decline from last quarter's 19.3%, as we had elevated risk-weighted asset density in our trading portfolio, given some of the volatility we saw earlier in the year. This decreased risk-based capital by approximately 90 basis points. Looking forward to the fourth quarter, we would not anticipate any material changes in our balance sheet. As I mentioned earlier, we will pay off our $300 million, five year senior notes when they mature in December. Given the timing of the maturity, we anticipate that interest expenses will be modestly lower in the fourth quarter. Our book value per share increased to $50.95, an increase of $2.11 sequentially and our tangible book value per share increased to $32.34, up from $30.16. These increases were driven by strong quarterly earnings and improved marks on our AFS portfolio. As I noted last quarter, our liquidity position remains strong. In addition to the Sweep Program, the bank has access to off-balance sheet funding of more than $4 billion. Within our primary broker-dealer and holding company, we've access to nearly $2 billion of liquidity from cash, credit facilities that are committed and unsecured as well as secured funding sources. I would also highlight that despite another quarter -- another strong quarter in the equities market, we continue to see an increase in client allocations to cash. Within our Sweep Program, we saw balances increase by $1.7 billion in the third quarter. So far in the fourth quarter, client cash has grown another $400 million. On the next slide, we provide 4Q guidance and go through our expenses. In terms of our outlook for the fourth quarter, we would expect net revenues to be in the range of $870 million to $920 million based on strong growth in fee-based assets and the robust investment banking pipelines that Ron described earlier. We forecast the bank's net interest margin to come in between 235 and 245 basis points, which is in line with our third quarter guidance. Barring a meaningful decline in LIBOR, we estimate that our current guidance represents a good estimate for where we see bank NIM stabilizing. This is based on the fact that our assets are predominantly floating rate, and we have limited reinvestment of cash flows from our bond portfolio in an environment with limited options for yield and fixed income. We expect our firmwide net interest margin in the fourth quarter to come in between 190 and 200 basis points given the impact of the maturity of our five year debt in December. Given NIM expectations, we expect our NII in the fourth quarter to be between $100 million and $110 million, which is in line with our third quarter guidance. In the third quarter, our pre-tax margin improved 160 basis points sequentially to 19.4%. This increase was a result of lower compensation accruals and a decline in our reserve for credit losses. Specifically, the comp-to-revenue ratio of 59.6% was down sequentially as we accrued conservatively in the first half of the year. And given our clear outlook for the remainder of the year, we feel more comfortable with our overall comp accruals. As such, we are forecasting a comp ratio of between 57.5% and 59.5% in the fourth quarter. Non-comp operating expenses, excluding the credit loss provision and expenses related to investment banking transactions totaled approximately $173 million and represented less than 20% of our net revenue. We estimate that non-comp operating expenses in the fourth quarter will represent between 19% and 21% of net revenue. In terms of our share count, our average fully diluted share count was up by 2% as a result of the increased share price and some modest issuance related to normal stock compensation practices. In the fourth quarter, assuming a stable share price and no repurchases, we estimate our average fully diluted share count will be 77.4 million shares. Unlike some of our peers that have more mono line business models, we are not solely reliant on strategies such as balance sheet growth or advisory growth. Underscoring this, we've generated three of our top four strongest revenue quarters and are on pace to record our 25th consecutive year of record net revenue. The strength of our performance was not limited to the top line as we also generated two of our top four earnings per share quarters, and our annualized earnings per share in the first three quarters would result in our second strongest annual earnings despite significantly lower NII and a substantial increase in our credit provision as a result of the implementation of CECL. As we move toward 2021, I feel there is numerous questions about the impact of the elections, now less than a week away, and the impact on our outlook. Regardless of the outcome, the short-term environment should be favorable for our various businesses. As pundits often say, don't fight the Fed. And in this case, you shouldn't fight an accommodative Fed coupled with huge additional stimulus package. In conclusion, the diversified business model we've built continues to prove that it can generate substantial and sustainable revenue growth. While the market and the economy remain uncertain given the pandemic and the presidential election, the business we've built over the past 20-plus years will continue to generate strong growth and solid returns over the long term. ","q3 non-gaap earnings per share $1.59. " "I'm joined on the call today by our Chairman and CEO, Ron Kruszewski; our Co-Presidents, Victor Nesi and Jim Zemlyak; and our CFO, Jim Marischen. This audiocast is copyrighted material of Stifel Financial Corp. , and may not be duplicated, reproduced or rebroadcast without the consent of Stifel Financial. I'll start the call with some highlights from our quarter and first nine months. Then Jim Marischen will review our balance sheet and expenses, and I'll wrap up with some concluding thoughts. Our third quarter represented our second-highest net revenue and earnings per share, as both operating segments, Global Wealth and Institutional, generated strong results. As I've said before, our success is driven by the continued reinvestment in our business. And based on our investment banking and recruiting pipelines, organic bank growth and expertise in acquisitions, Stifel remains well positioned to continue and build upon our decades-long growth. Revenue in the quarter totaled nearly $1.15 billion, an increase of 30%. While certainly pleased with our quarterly revenue, it is noteworthy that we achieved this despite the fact that several large advisory assignments which we had forecast to close in the third quarter have slipped into the fourth quarter. For the nine-month period, we generated record revenue of more than $3.4 billion, up 28% over the comparable period in 2020. The growth in revenue and lower expense ratios resulted in non-GAAP earnings per share of $1.65, which is up 56% year-on-year, and $4.85 year-to-date, which is up 68%. The strength of our results were driven by a combination of revenue growth and expense discipline, resulting in pre-tax margins of nearly 24%. In addition, reflecting our focus on returns to investor capital, we earned nearly 28% annualized return on tangible common equity. Tangible book value per share also increased 27% in the last year. Turning to the next slide. Our third quarter net revenue was driven by record Global Wealth Management revenue and robust Institutional revenue. As we forecasted, compensation as a percentage of net revenue declined sequentially to 58.2%. Our operating expense ratio was 17.9% and, excluding credit provision and investment banking gross-ups, totaled 16.9%, which was within the guidance range we gave on last quarter's call. Taken together, Stifel's quarterly pre-tax income totaled $274 million, which increased 60% from the third quarter of 2020. As I said on last quarter's call, Stifel is and will continue to be a growth company, and our results in the third quarter and year-to-date illustrate our impressive long-term growth trajectory. Our disciplined approach to capital deployment and acquisitions has resulted in a diversified business model that has not only made us more relevant to our clients, but also enabled us to grow during good and bad market environments. Last quarter, we updated our full year 2021 revenue guidance to be in a range of $4.5 billion to $4.7 billion. Our annualized nine-months revenue is essentially in the middle of our guidance and would represent our 26th consecutive year of record net revenue and up over 20% from last year. Our performance in 2021 and, quite frankly, over the past six years has been a testament to our focus on consistently reinvesting in our business and our people. We've built a diversified business comprised of highly talented people that has enabled our firm to generate consistent growth regardless of the operating environment, which is something I believe gets overlooked by analysts and investors. We take a disciplined approach to capital deployment by focusing on where we can generate the best risk-adjusted returns. Since the end of 2015, this approach has enabled us to consistently grow our assets from $13 billion to over $30 billion, execute and integrate 11 acquisitions, add nearly 700 financial advisors, initiate and consistently grow our dividend and repurchase approximately 20 million shares. We accomplished all of this while improving our pre-tax margins over that time period from 10% to nearly 24% and through the first nine months of 2021 generated an annualized return on tangible equity of nearly 30%. I would note these results are against a backdrop of a 0-rate environment, and Stifel is very well positioned from a net interest income and margin perspective for an increase in interest rates. We expect this transaction to close at the end of October, and I'm excited about the strategic fit of this business. As shown on this slide, we are adding a highly complementary business to our already strong fixed income franchise. Vining Sparks focuses on providing institutional fixed income brokerage, balance sheet management, portfolio accounting and underwriting services to depository institutions. Our analysis indicates that 70% of Vining Sparks' revenue is generated from depositories with less than $2 billion in assets, while nearly 75% of Stifel's depository revenue comes from clients with greater than $2 billion in assets. As such, we believe that the combination of our two firms is not only highly complementary, but cements Stifel's position as the leading investment bank for depository institutions in the United States. Looking another way at the complementary profile of this combination, there exists only a 5% revenue overlap within end clients of the combined client base. We also believe there exist solid synergy opportunities in debt offerings and M&A through KBW and correspondent banking through Stifel Bank. Moving on to our operating segments, and starting with Global Wealth Management. Again we posted record quarterly and year-to-date revenue. Third quarter revenue totaled $656 million, up 24% year-on-year, and year-to-date revenue was approximately $1.9 billion, an increase of 19%. This growth was driven by recruiting, increased client activity and growth in interest-earning assets. The continued growth in our asset management revenue in the third quarter was buoyed by higher market valuations and increased client assets in the second quarter, as the majority of our fee-based assets don't advance. Despite muted growth in equity valuations during the third quarter, as measured by the S&P 500, we finished the quarter with record client assets of $407 billion and fee-based assets of approximately $150 billion. I am pleased with both our loan growth and improvement in both net interest income, which increased 21% over last year, and a 10-basis point sequential improvement in our net interest margin. The next slide highlights the strength of our recruiting and growth drivers of our platform. For the quarter, we added 46 advisors, including 41 experienced advisors, with total trailing 12-month production of $35 million. Our recruiting pipelines remain very robust. And furthermore, I expect that our independent channel will begin to add to our recruiting success, as that advisor channel is gaining traction and momentum. Moving on to our Institutional group. We posted our second-highest revenue quarter, as we continue to benefit from increased activity levels and the scale of our business. Our quarterly net revenue totaled $492 million, which was up 36% from the prior year. nine-month revenue increased 39%, to over $1.5 billion. Record quarterly advisory revenues of $208 million were up nearly 160%, while capital raising posted revenue of $153 million, up 18%. As expected, trading revenue declined to $124 million, while year-to-date trading declined 10%, to $455 million. Our Institutional pre-tax margin for the quarter was 25.4%, which was our second highest, trailing only the second quarter of this year. For the first nine months, pre-tax margin was 25.3% and was up nearly 700 basis points, as we continue to generate substantial top line growth, which drives operating leverage. Looking at the revenue components of the Institutional group, our equities business posted record nine-month results of $533 million, up 37%, while our third quarter revenue totaled $142 million, up 7% year-on-year. Our fixed income business posted year-to-date revenue of $428 million and quarterly revenue of $135 million. Our quarterly fixed income business reflected strength in capital raising, offset by a decline in trading revenue. I'll focus on the trading businesses of these segments and discuss capital raising on the next slide regarding investment banking. With respect to our trading businesses, quarterly equity revenue totaled $48 million, down 21% sequentially. As I stated earlier, this was the result of lower market activity level, as volumes on the NYSE and NASDAQ declined 8% sequentially. Additionally, we incurred mark-to-market losses attributed to warrants associated with certain investment banking transactions versus gains in the prior quarter. For the first nine months, equity trading revenue was $189 million, up 1% from 2020. Fixed income trading revenue of $76 million was down 17% sequentially, as we saw lower activity levels in agencies, corporates and munis, as overall market activity declined a similar amount. On slide nine, investment banking quarterly revenue increased 71%, to $372 million, which was just $5 million short of what would have amounted to our fourth consecutive quarterly record. Year-to-date, investment banking revenue totals nearly $1.1 billion, up 77%, as both advisory and capital raising are having record years. The $208 million of advisory revenue was our second consecutive record quarter, driven primarily by the strength of our U.S. business; notably, financials, diversified services and technology. While essentially all of our major verticals generated strong results, we also saw sequential gains in healthcare, industrials and in the fund placement business from Eaton Partners. With our pipelines at record levels and barring a substantial change in the market or the economy, we expect another strong advisory quarter for the fourth quarter of 2021. Moving on to capital raising, our equity underwriting business posted revenue of $104 million, up 22%. We saw a balance in this business, with contributions from healthcare, technology, financials and industrials. Our fixed income underwriting business posted its second consecutive record quarter, with $61 million in revenue, up 6% sequentially. Our municipal finance business posted another great quarter, as we lead-managed 257 municipal issues. For the first nine months, our market share in terms of number of transactions increased year-on-year by 140 basis points, to 12.7% market share. In addition to the strength of our public finance business, we continue to see strong contributions from our debt capital markets business, as we completed a record number of deals in the quarter. While activity levels in equity capital raising have slowed from the robust levels earlier this year, overall activity remains solid, and with strong pipelines in our fixed income underwriting business I expect another strong quarter for the fourth quarter. Turning to slide 10. For the quarter, net interest income totaled $132 million, which was up 10% sequentially. Our firmwide net interest margin increased to 210 basis points, primarily due to increases in leverage finance fee income and our stock loan business, while our bank NIM remained at 240 basis points. The growth in our NII was driven by a 5% increase in our interest-earning assets as well as the aforementioned increased leverage finance fee income and security lending activity. In terms of our fourth quarter expectations, we see net interest income in a range of $125 million to $135 million and with a similar NIM to the third quarter, as we expect lower activity levels in some of the more episodic fee income opportunities to -- growth in our balance sheet. I'd also note that we've updated our asset sensitivity based on the increased size of our balance sheet. In our first quarter earnings call, we estimated that we'd generate an incremental $150 million to $175 million of pre-tax income as a result of a 100-basis point increase in rates. However, given the nearly $3 billion increase in our balance sheet since the end of the first quarter, we are revising this forecast to a range of $175 million to $200 million, using the same market and deposit beta assumptions. Moving on to the next slide. I'll go into more detail on the bank's loan and investment portfolios. We ended the quarter with total net loans of $13.6 billion, which was up approximately $730 million from the prior quarter and was primarily driven by growth in our consumer channel. Our mortgage portfolio increased by $390 million sequentially, as we continue to see demand for residential loans from our Wealth Management clients. Our securities-based loan portfolio increased by approximately $250 million. Growth in these loans continues to be strong, as FA recruiting momentum continues to drive increased loan balances. Our commercial portfolio increased by nearly $100 million sequentially, primarily due to a 5% increase in C&I loans, as increases in fund banking loans more than offset the expected reduction in PPP loans. Moving to the investment portfolio, which increased by $330 million sequentially, the vast majority of the sequential growth was in our CLO portfolio, as we continue to see these securities as generating strong risk-adjusted returns. Turning to the allowance. We had a modest reserve release of approximately $700,000, as the improvement in our economic projections was essentially offset by the additional reserves tied to loan growth. As a result of the reserve release and the composition of our loan growth during the quarter, our ratio of allowance to total loans declined to 91 basis points, excluding PPP loans. I would reiterate that it's important to look at the level of reserves between our consumer and commercial portfolios, given the relative levels of inherent risk. At quarter-end, the consumer allowance to total loans was 36 basis points; for the commercial portfolio, it was 120 basis points. We also continue to see strong credit metrics, with nonperforming assets and nonperforming loans declining to only four basis points. Moving on to capital and liquidity. Our risk-based and leveraged capital ratios increased to 20.6% and 12%, respectively. The increase in our capital ratios was a result of continued strength in our operating results, an incremental $150 million of preferred equity and the decreasing impact of volatility associated with the pandemic on our trading portfolio. We continued our share repurchase program in the third quarter by buying back 670,000 shares at an average price of $66.74. Year-to-date, we've repurchased nearly 1.5 million shares, at an average cost of $66.34. We have approximately 11.8 million shares remaining on our current share repurchase authorization. We continue to feel good about our financial position, as our liquidity remains strong. In addition to the $6 billion available in our Sweep Program, the bank has access to off-balance sheet funding of more than $5 billion. On the next slide, we go through expenses. In the third quarter, our pre-tax margin improved 450 basis points year-on-year, to nearly 24%. The increase was a result of strong revenue growth, a lower compensation ratio and our continued expense discipline. Our comp-to-revenue ratio of 58.2% was down 140 basis points from the prior year and was down 130 basis points from the prior quarter. For the first nine months of this year, our comp ratio was 59.5%, which was down 120 basis points from 2020. But I would note that our total year-to-date comp expense is more than $400 million above the comparable period in 2020. Non-compensation operating expenses, excluding the credit loss provision and expenses related to investment banking transactions, totaled approximately $194 million and represented 16.9% of our net revenue. The increase from the prior quarter was driven by increased conference, travel and entertainment expenses. In the quarter, our non-GAAP after-tax adjustments totaled $13 million, or $0.11 per share. As previously noted, the difference between GAAP and non-GAAP results are mainly related to deal expenses that primarily include stock-based compensation and intangible amortization. The effective tax rate during the quarter came in at 25%, which was at the midpoint of our guidance we gave for the second half of 2021 on our last earnings call. We'd expect to see the effective rate to move lower in the fourth quarter, given the anticipated benefit related to the tax impact on stock-based compensation. In terms of our share count, our average fully diluted share count declined by 125,000 shares and was roughly in line with our guidance on last quarter's call. Absent any assumption for additional share repurchases and assuming a stable stock price, we'd expect the fourth quarter fully diluted share count to be 119.5 million shares. This increase is largely attributable to the shares that will be issued in conjunction with the Vining Sparks transaction. 2021 has clearly been an outstanding year in the markets, and our results so far illustrate the power of the business we've built and our ability to capitalize on this type of environment. Through the first nine months, we're not only on pace to surpass our full year record revenue by more than 20%, but our earnings per share has already eclipsed last year's full year record, as our pre-tax margin is up more than 400 basis points despite the headwinds of a 0-interest rate environment. Our ability to generate these types of returns is a direct result of both the acquisitions we've made and the people we've hired. Our acquisition strategy has focused on adding complementary businesses that are not only accretive but are a good cultural fit. And at that point, let me again emphasize how happy we are to be adding a firm like Vining Sparks to the Stifel organization. Our strategy for recruiting is similar in many ways to our approach to acquisition, and we look not only for high-quality advisors and bankers but also individuals that are attracted to the culture we've built at Stifel. Simply, this growth strategy has increased the scale of our business and relevance to our clients while enabling us to capitalize on the strength of the operating environment in ways we could not have seen just five years ago. As I look forward, the fundamentals of the current market remain positive, as fiscal and monetary policies remain accommodative and low interest rates continue to benefit the equities markets. That said, there are a number of potential headwinds that include increased inflation, the potential for tax law changes, regulatory reforms as well as the ongoing impact of COVID-19. However, as we've proved over the past few years, our diversified business model is capable of generating strong results in a variety of market conditions, and I believe we remain well positioned for the future, fully understanding that market conditions can change quickly. ","compname posts quarterly non-gaap earnings per share $1.65. q3 revenue rose 30 percent to $1.1 billion. qtrly non-gaap earnings per share $1.65. " "Sherwin-Williams remained focused in the third quarter on solving customer challenges, combating rising costs with pricing and investing for future growth in a difficult and highly fluid environment that is impacting the entire coatings industry. Demand remained generally robust, but raw material inflation remained persistently high and raw material availability failed to improve. While these conditions challenged our quarterly results, we continued to strengthen our customer relationships and take actions that strongly position us for the long term. We're confident in the demand outlook and even more confident in our strategy, our people and our position in the market. Let me briefly summarize the quarterly numbers. Starting with the top line. Third quarter 2021 consolidated sales increased 0.5% to $5.15 billion. Raw material availability negatively impacted sales by an estimated high single-digit percentage, with about 75% of the impact in The Americas Group. The remaining impact was largely in the Consumer Brands Group with an immaterial impact to Performance Coatings Group. Consolidated gross margin decreased 630 basis points to 41.6%, driven by lower sales volume, raw material cost inflation outpacing our price increases near term and supply chain inefficiencies. SG&A expense decreased 2.7% in dollars and decreased 90 basis points to 26.6% as a percent of sales. Consolidated profit before tax decreased $264.1 million or 30.2% to $611.5 million. The third quarters of 2021 and 2020 included $70.3 million and $76.4 million of acquisition-related depreciation and amortization expense, respectively. Excluding these items, consolidated profit before tax decreased 28.4% to $681.8 million. Diluted net income per share in the quarter decreased to $1.88 per share from $2.55 per share a year ago. The third quarters of 2021 and 2020 both included acquisition-related depreciation and amortization expense of $0.21 per share. Excluding these items, third quarter adjusted diluted earnings per share decreased 24.3% to $2.09 per share from $2.76 per share. EBITDA was $834.2 million in the quarter or 16.2% of sales. Net operating cash grew to $2.1 billion, or 13.5% of sales in the first nine months of 2021. Moving on to our operating segments. Despite strong demand, sales in The Americas Group decreased 0.4% as volume and mid-single-digit selling price increases could not fully offset the decrease related to raw material availability. Segment margin decreased 3.8 percentage points to 21.3%, resulting primarily from lower sales volume and higher raw material costs, partially offset by selling price increases. Segment SG&A remained basically flat year-over-year in dollars and as a percent of sales, as we continued investing in strategic growth initiatives. Sales in the Consumer Brands Group decreased 22.8% against a very strong comparison a year ago. The decrease included approximately five percentage points related to the Wattyl divestiture, lower volume and the negative impact from raw material availability, partially offset by selling price increases. Adjusted segment margin decreased 11.7 percentage points to 14.7% of sales, resulting primarily from lower sales volume, higher raw material and supply chain inefficiencies, partially offset by selling price increases and good sales and marketing cost control. Sales in the Performance Coatings Group increased 17.4%, driven by volume, price increases and favorable currency exchange. Adjusted segment margin decreased 5.5 percentage points to 10.5% of sales as operating leverage from the higher volume, selling price increases and good cost control were more than offset by higher raw material costs, where inflation was the highest among the company's three operating segments. Let me begin by reiterating the themes we provided on our September 29 update call. First, the demand environment remains robust across our pro architectural and industrial end markets. Many external indicators and more importantly, our customers, remain highly positive. Demand is not the issue. Second, we are ready to meet this demand. We continue to invest in growth initiatives. We have significant production capacity available today and we are bringing 50 million gallons of incremental architectural production capacity online over the next two quarters. Our capabilities are not the issue. The issues that impacted our third quarter and have persisted in October continued to be industrywide raw material availability constraints and inflation. Let me be very clear on how we are responding. Nobody has more assets and capabilities than Sherwin-Williams. We're employing all of these to keep customers in paint and on the job better than our competitors. We will continue to focus on customer solutions. We are aggressively combating raw material inflation with significant pricing actions across each of our businesses. We implemented multiple price increases in the quarter. We will continue to do so as necessary. We continue to work closely with our suppliers on solutions to improve availability sooner rather than later. At the same time, we're exploring every avenue to better control our own destiny going forward, including our recent announcement to acquire Specialty Polymers, Inc. There's no shortage of confidence on our team, which is deep and experienced. We fully expect we will emerge from these current challenges a stronger company with stronger customer relationships and with continued strong value creation for our shareholders. In just a moment, I'll add some color to Jim's third quarter results summary. But first, I'd like to make a comment on our results year-to-date. While events largely outside of our control, it forced us to adjust our expectations, we have still delivered a solid performance. 2021 year-to-date consolidated sales were up 9.4% or $1.31 billion. Despite high teens raw material inflation, adjusted PBT increased 1.5% or $33.1 million and adjusted diluted net income per share increased 4.8% to $6.80 per share. Adjusted EBITDA is $2.73 billion or 18% of consolidated sales. Even in this unusual environment, we've continued to make investments that will drive our momentum over the long term. And we are confident we will see significant margin expansion as availability and inflation headwinds eventually subside. Now returning to segment performance in the third quarter. In The Americas Group, raw material availability challenges were a significant drag on sales. The good news is that underlying demand remains sound and reported backlogs are strong. We expect growth rates will improve significantly, commensurate with improvement in the industry supply chain. Sales growth in the third quarter was led by Protective & Marine, which was up by high single-digit percentage. We're seeing good demand in this business from customers in oil and gas, flooring and seal fabrication markets. TAG's largest business, residential repaint, grew by a low single-digit percentage against a strong double-digit comparison. As industry supply chain issues are resolved, we would expect this business to return to its prior growth levels, where we've delivered double-digit growth for the last five years. New residential sales increased by a low single-digit percentage. New housing permits and starts have been trending very well since last summer, and our customers are reporting solid order rates. We're seeing a number of projects being pushed out as a variety of building materials beyond paint are in short supply. Property management was up slightly in the quarter. Improving apartment turns, along with the return to travel, the workplace and school are tailwinds that should support higher growth when raw material availability improves. Our commercial business was down slightly in the quarter. Similar to new residential, projects are taking longer to reach the painting phase due to short supply of multiple building materials. And finally, as expected, our DIY business was down double digits versus an extremely difficult comparison, which was exacerbated by the raw material availability issues. From a product perspective, interior paint sales performed better than exterior sales, with interior being the larger part of the mix. We realized a mid-single-digit increase in price in the third quarter resulting from our February one and August one price increases and our mid-September surcharge. We would expect the combination of these pricing actions to result in a high single-digit percentage price realization in the fourth quarter, putting our full year price realization for TAG in the mid-single-digit range. We will continue to evaluate additional pricing actions as needed. We've opened 50 net new stores year-to-date. Along with these new stores, we continue to make investments in sales reps, management trainees, innovative new products, e-commerce and productivity-enhancing services. We are not taking our foot off the gas on these growth initiatives. Moving on to our Consumer Brands Group. Sales decreased by a double-digit percentage, driven by difficult comparisons to the prior year, consumers returning to the workplace, raw material availability issues and the divestiture of the Wattyl business. Overall, DIY demand continued to moderate to more normal levels compared to 2020. This was partially offset by growth in the North American Pros Who Paint category, which was up strong double digits in the quarter and year-to-date. While sales are down in all regions, sales were less impacted in North America, our largest region, compared to Europe and Asia, where COVID restrictions were more impactful. Pricing was positive in the quarter, though below the level of The Americas Group. As you know, our global supply chain organization is managed within this segment. This team continues to work with suppliers to navigate the industrywide raw material supply chain disruptions caused by Winter Storm Uri and Hurricane Ida. We stand ready with ample capacity and are adding more to serve customers at a higher level as raw material availability improves. Last, let me comment on the third quarter trends in Performance Coatings Group. We continue to see momentum as this is the fifth straight quarter of growth for this business. Group sales increased by more than 17% in the quarter, including a currency translation tailwind of 2%. Price was in the high single-digit range, and all regions and all divisions generated growth. Regionally, sales in the quarter grew fastest in Europe and Latin America, followed by North America and Asia. Every division in the group grew, the majority by double digits, driven by robust underlying demand, new customer wins and share of wallet gains. I'll start with packaging, which generated strong double-digit growth against a high single-digit comparison last year. Sales were up double digits in every region. Demand for food and beverage cans remains robust, and our non-BPA coatings continue to gain traction within existing and new customers. Next is General Industrial, the largest division of the group, which posted its third consecutive quarter of strong double-digit growth. Sales were up double digits in every region. Sales were strong across most of our customer segments, led by heavy equipment, containers and general finishing. Our Coil Coatings business remains a consistent performer. Sales grew by a double-digit percentage for the second consecutive quarter and were positive in all regions. This team continues to do an excellent job at winning new accounts in all regions. Construction and appliances led to growth. Automotive refinish sales increased by a mid-single-digit percentage. Miles driven are nearing pre-pandemic levels. New installations of our products and systems in North America remained strong. The Industrial Wood division generated low single-digit growth. Growth in North America, our largest region, was up strong double digits, but was offset by Asia Pacific where COVID-related shutdowns had a significant negative impact on sales. New residential construction continues to drive robust demand for our products in kitchen cabinetry, flooring and furniture applications. Before moving to our outlook, let me speak to capital allocation year-to-date. We've returned a little over $2.5 billion to our shareholders in the form of dividends and share buybacks. We've invested $2.1 billion to purchase 8.075 million shares at an average price of $265.88. We distributed $442.9 million in dividends, an increase of 20.4%. We also invested $248 million in our business through capital expenditures, including approximately $36 million for our Building our Future project. We ended the quarter with a net debt-to-adjusted EBITDA ratio of 2.5 times. We also announced the Sika and Specialty Polymer acquisitions, which are expected to close in early 2022, if not sooner. Turning to our outlook. We expect robust demand to continue in North American pro architectural end markets. We expect DIY demand to continue normalizing as consumers return to the workplace. We expect industrial demand to remain strong. Raw material availability challenges will remain a headwind in the fourth quarter, but the situation is improving. We believe we have weathered the worst of Hurricane Ida, and supply should continue to come back online. We expect to be in a make-and-ship mode and do not anticipate building any inventory until the first quarter of 2022. On the cost side of the equation, our raw material inflation expectations for the year moved up to the low 20% range from the high teens given additional pressure we've seen since our last guidance. We do not see any meaningful improvement until well into 2022. All businesses remain aggressive in implementing price increases as necessary to offset these costs. We recognize that the timing of price realization will continue to put pressure on margins in the near term. And as we've said many times, we expect margin expansion over the long term and maintain our gross margin target in the 45% to 48% range. Against this backdrop, we anticipate fourth quarter 2021 consolidated net sales will be up by a mid- to high single-digit percentage compared to the fourth quarter of 2020. We expect The Americas Group sales to be up by a mid- to high single-digit percentage, with pro sales at or above the high end of this range and DIY sales returning to a more historic level. We expect Consumer Brands sales to be down by a mid-teens percentage, including a negative impact of approximately seven percentage points related to the Wattyl divestiture, and we expect Performance Coatings sales to be up by a mid-teens percentage. Embedded in our guidance is a similar impact to our architectural businesses as a percent to sales from raw material availability as we experienced in the third quarter. For the full year 2021, we expect consolidated net sales to be up by a high single-digit percentage. We expect The Americas Group to be up by a high single-digit percentage; Consumer Brands Group to be down by a mid-teens percentage, including a negative impact of approximately four percentage points related to the Wattyl divestiture; and Performance Coatings Group to be up by a low 20s percentage. We expect diluted net income per share for 2021 to be in the range of $7.16 to $7.36 per share compared to $7.36 per share earned in 2020. Full year 2021 earnings per share guidance includes acquisition-related amortization expense of $0.85 per share and a loss on the Wattyl divestiture of $0.34 per share. On an adjusted basis, we expect full year 2021 earnings per share of $8.35 to $8.55. Let me close with some additional data points that may be helpful for your modeling purposes. We expect to see a slightly improved sequential gross margin in our fourth quarter as additional price increases are implemented in the quarter. We expect to see contraction in our fourth quarter operating margin due to the contraction in gross margin, partially offset by leverage on SG&A due to the strong sales growth. We will continue making investments across the enterprise that will enhance our ability to provide differentiated solutions to our customers. We expect to have around 80 new store openings in the U.S. and Canada in 2021. We'll also be focused on sales reps, capacity and productivity improvements as well as systems and product innovation. We also plan additional incremental investments in our digital platform in the home center channel. These investments are all embedded in our full year guidance. We expect foreign currency exchange to be a tailwind of approximately 2% in the fourth quarter. We expect our 2021 effective tax rate to be slightly below 20%. We expect full year depreciation to be approximately $270 million and amortization to be approximately $310 million. We expect full year capex to be approximately $370 million, including about $70 million for our Building our Future project. The interest expense guidance we provided last quarter remains unchanged at approximately $340 million. We expect to increase the annual dividend per share by 23.5% per share for the full year. We expect to continue making opportunistic share repurchases. We'll also continue to evaluate acquisitions that fit our strategy. We're on track to deliver solid full year results even with the considerable supply chain and inflationary headwinds we are experiencing. I remain extremely proud of our team and their focus on providing solutions to our customers. Demand remains strong, our customer relationships have strengthened and we continue to invest in our capabilities. We expect to finish the year with significant momentum that will carry us forward in 2022. ","sherwin-williams q3 adjusted earnings per share $2.09. q3 adjusted earnings per share $2.09. q3 earnings per share $1.88. sees fy adjusted earnings per share $8.35 to $8.55. sees fy earnings per share $7.16 to $7.36 including items. qtrly consolidated net sales increased 0.5% to $5.15 billion. sees q4 net sales up mid-to-high single digit percent. do not expect any moderation in raw material inflation any sooner than next year. " "On the call today are Signet's CEO, Gina Drosos; and CFO, Joan Hilson. Any statements that are not historical facts are subject to a number of risks and uncertainties, and actual results may differ materially. During the call, we'll discuss certain non-GAAP financial measures. For further discussion of the non-GAAP measures, as well as reconciliations of them to the most directly comparable GAAP measures, investors should review the news release we posted on our website at www. We are embracing new capabilities in connected commerce with excellence as evidenced in this quarter's results. Further to this, we are unlocking our team members' potential. We know from listening and from our ongoing surveys that our team members are inspired by our purpose. They're proud to be part of our organization and they're confident in the tightly integrated strategies that are guiding our growth. Our team members' inspiration, pride, confidence, expertise, and growing digital capabilities are the most important drivers of my confidence in our long-term success. It is an honor to work at their side. As I reviewed Signet's performance in Q1, I want to leave you with three messages. Number one, we outperformed Q1 expectations and are raising our fiscal '22 guidance today. Number two, we're making steady progress in all four of our where to play strategic focus areas and all three of our how to win core strengths: consumer-inspired insights, connected commerce presence, and our culture of innovation and agility. We are continuing to expand these strengths because we know they are sources of competitive advantage. We're outpacing market growth. And as a result, we're growing share. I'll talk through each of these points but first, let's look high level at the Q1 numbers. Total sales were $1.7 billion, an increase of more than $250 million, or 18%, compared to Q1 two years ago. This is significant because two years ago, we had 467 more stores than we have today. E-commerce is playing an increasingly important role with sales up more than 110% in the quarter versus last year and 124% versus two years ago. Cash flow from operating activities of $161 million year to date was up $169 million compared to last year and $56 million compared to two years ago. Having already paid down debt and with $1.3 billion of cash at quarter-end, we are continuing to invest in growing our business and, as Joan will discuss, returning cash to shareholders. Ending inventory was $2 billion, $373 million lower than last year. Our inventory reduction efforts are now institutionalized, less about rationalization and more about optimizing our merchandise mix and availability, getting the right product to the right places to maximize the speed of delivery and sales. Our digital capabilities give customers access to virtually every piece of jewelry in our system, no matter where it is, which is unlocking new levels of inventory productivity, so this has become more than a working capital story. We are increasing our ability to flow newness into our inventory pipeline, bringing more innovative new products to more customers more frequently. And with data analytics, we're ensuring we have optimized assortments where we need them. Our Q1 performance demonstrates that we are off to a strong start implementing phase 2 of Signet's transformation, which we call Inspiring Brilliance. On that note, I want to transition now to taking a closer look at the progress we're making in each of the four where to play strategic focus areas that we outlined two months ago in our virtual investor event. First, we are winning in our biggest businesses. Our strategy for keeping our core strong and growing is holistic. It begins with the work we've done to differentiate our banners, including merchandise assortment, price tiers, balancing self-purchase and gifting, and offering brands that are designed to appeal to each banner's distinct target customer. For example, we're generating compelling and highly targeted content that's tailored for each channel where we communicate with customers and for the moment in their journey when they are engaging with us. Our merchandise assortment is also uniquely targeted for each banner, including Neil Lane and Adrianna Papell at Kay, Vera Wang and Disney Enchanted at Zales, Levian and Pnina Tornai at Jared, and others across our portfolio. Perhaps most importantly, we're focused on product. Our merchants are continuing to innovate and scour the market for emerging ideas. In bridal, this means larger, high-quality diamonds with more radiance and sleeker designs. For the gift giver, collections with meaning really help our customers express their feelings. And for the self-purchasing woman and man, our most innovative collections reflect the style changes that we have seen this year: yellow gold, layered neckpieces, and fully outfitted ears. We're finding that customers want to wear jewelry with all looks, including casual, athleisure, professional, and they want to do so particularly now that they are reigniting their social lives. Our differentiated banner propositions are working. All of our U.S. banners delivered double-digit revenue growth compared to two years ago. We attribute much of this to the success we're having in attracting new customers across our banners with our holistic marketing and customer experience strategies while maintaining the loyalty of existing customers as well. For example, roughly 60% of our sales growth in Q1 across Kay and Zales came from new customers. We've benefited from stimulus spending and other tailwinds, of course, but we believe that we've captured more than our fair share of this spending by having the right targeted assortments with the right level of newness differentiated by banner. This is evidenced by Kay's strong growth in gifting and Zales' self-purchase. Further, increasingly optimized assortments for our target customers led to an ATV increase of nearly 20% in these banners versus two years ago. When we combine our knowledge of product as a jeweler and our knowledge of customers as a retailer, along with the scale of our data-driven operations, we win, especially in our biggest businesses. Second, we're making progress on our strategy to accelerate services, which are returning to pre-pandemic levels. Services are especially important because they are a long-term relationship builder, the glue that connects a lifetime value of relationship and purchases between a customer and our Signet team. We jump-started services in Q1 in several ways. We enhanced our financial services by expanding and strengthening payment offerings for customers. We recently announced a new and more favorable agreement with two long-term partners, ADS and Genesis. This gives us the ability to provide more payment flexibility more simply and more profitably than we could before. We're also continuing to expand customization services. This remains a growing trend. Among recently engaged people, 13% designed their ring from scratch. We're offering customization tools across all our largest banners. With the Vera Wang love configurator, Zales' customers can choose a diamond or a gemstone center. Kay enables customers to create a completely customizable engagement ring with a create-your-own-design tool or design a ring with Neil Lane to get that handcrafted Hollywood glamour style just the way they want. And Jared customers have a variety of ways to put their personal touches on jewelry, whether adding an engraved phrase to a ring or working directly with Jared artisans online or in person at one of our in-store foundry studios. Consistent with this, customization sales are up low double digits in Jared stores with a foundry. We also continue to build on our investments in James Allen, a specialist in the custom jewelry space, and we're seeing strong results with more than 130% revenue growth to last year. Further, we launched custom design and restoration events across Kay, Zales, and Jared in Q1. We offered customers a 10% discount to bring in existing pieces of jewelry to be reimagined or restored to their previous brilliance. These events, on their own, enabled us to exceed our goals for the quarter, and we plan to continue hosting them banner by banner going forward. We're also moving into new areas such as jewelry rental subscriptions with the acquisition of Rocksbox, and we're quickly growing brand awareness through cross-promotion within our banners. Jared, for example, offered customers a free two-month subscription to Rocksbox when purchasing a Jared piece, and then provided a bounceback coupon to anyone who activated a Rocksbox subscription. We'll be offering a growing range of cross-banner promotions like this in the months ahead, including a Rocksbox rental offering partnership with Piercing Pagoda this summer. We are building momentum and services, which we continue to believe is a billion-dollar growth opportunity on the path to the $9 billion overall revenue goal we laid out at our virtual investor event. The third strategic focus area where we're making progress is expanding midmarket accessible luxury and value. We're focused sharply on growing the top end of the midmarket with more intentional accessible luxury offerings. For example, Jared's fastest growth this quarter came through higher price point merchandise, primarily above $3,000. This includes Jared's new premium diamond assortment with sales of larger stones up roughly 30% to two years ago. Chosen Platinum, Pnina Tornai, and Royal Asscher were strong merchandise drivers. Piercing Pagoda is expanding our strength at the value end of the midmarket, delivering its strongest quarter ever in Q1. Just to emphasize, ever means Q1 fiscal '22 was higher total revenue than any prior quarter for Pagoda, including fourth quarter. Customers are highly receptive to our new assortment with particular emphasis on gold, which represents 75% of Pagoda sales. Pagoda now has more than 135 stores on track to deliver $1 million in sales this year. And we currently have four Pagoda locations that already have more than $1 million in sales to date this fiscal year, a feat that took until August to achieve in fiscal '20. We're eager to keep Piercing Pagoda growing and highly relevant. We're taking two critical steps in that direction by investing in advertising and launching a branding refresh. The strong return on our additional investment in advertising was proven this quarter as we continued to increase Pagoda's banner awareness. Sales were up three times to Q1 of last year and up 80% to two years ago on a smaller store base in both years. Our second step, updating branding, is one that we believe will further accelerate our return on advertising spend. Our customer research indicates that the Piercing Pagoda name doesn't have the same modernity that our merchandise and banner experience bring. So we're testing the opportunity to freshen and broaden Pagoda's brand equity and attract new customers while retaining existing ones. Our fourth strategy is to lead digital commerce in the jewelry industry. Our ability to combine digital and in-store experiences at the scale we are able to is a significant competitive advantage and we're continuing to innovate and to invest in both. For perspective, Kay delivered nearly 17% more brick-and-mortar sales per square foot of physical store space than in the first quarter two years ago. And Zales is delivering 35% more. In total, Q1 e-commerce sales were up more than 110% compared to last year, and brick-and-mortar same-store sales were up more than 105%. As part of our growing connected commerce approach, we are integrating our physical stores into the digital customer experience with data-driven in-store consultations, buy online pickup in-store and curbside, and increasingly seamless interaction across our websites, stores, and inventory pipeline. This integration is making a difference. While physical foot traffic is still down compared to this time two years ago, we've delivered growth through both higher conversion and higher average transaction value. We believe this is because we are starting to provide a best-in-class experience from the first touchpoint of the digital shopping experience, all the way through in-person store consultations and fulfillment. We added more than 100 new features and capabilities across our digital platforms in Q1 to ensure every digital touchpoint is a moment of customer delight. Virtual try-on for Kay drove over a 110% increase in its add-to-cart rate and nearly a 70% increase in order conversion in Q1. We also rolled out Google Business Messages and Apple Business Chat, features that allow customers to engage virtual jewelry consultants in real-time or offline from search results or maps. Applications like these are laying the groundwork for further enhancements later this year as we build our agile team infrastructure and iterative innovation capabilities. Last year, we implemented virtual selling at the end of Q1 and had around 50,000 virtual interactions with customers. This quarter, we had more than 450,000 virtual interactions. And importantly, conversion is also improving as our teams' capabilities continue to mature. Further, our cart to check out conversion rate is up, and the rate of site visits that turn into cart views is up as well. Our digital development teams are not settling for creating the best online jewelry experience. They're setting the bar higher by finding and innovating the best online consumer experiences in any category, and then bringing those experiences for our jewelry customers. I'll share one quick example of how this integration and growing digital capability is working. We recently worked with a customer who came to us through our virtual chat feature with a mission and a deadline. He wanted to propose to his girlfriend the next day. Erika, one of our virtual consultants, noticed the urgency in his messages, and she made it her mission to help him achieve his. This customer's soon-to-be fiance had a dream ring in mind, a cushion-cut two-carat syn pave ring in white gold. Erika immediately began searching our virtual inventory to identify stores nationwide that had or could create the piece he was looking for. She found a store near him that had the cushion cut with the color, clarity, and size that he needed. Erika connected him directly to that store. The customer loved the ring and bought it on the spot, a $25,000 sale I might add. The team set and sized the ring while he waited. He proposed that evening, she said yes, and he sent our team photos of the happy moment. This customer told us he loved being able to start his shopping journey virtually, look at pieces online, chat with a virtual consultant, have us do the shopping with him, and then have the diamond and ring together for him to view in person. That's the power of Signet connecting digital and physical, alongside our mission of helping all people celebrate life and express their love, even in 24 hours or less. What I hope you can see is that we are growing in each of our integrated strategic focus areas. The best strategies are tightly integrated and create more value because they are mutually reinforcing. It's making a difference as we've outpaced market growth over the last year and are gaining market share. I also want to emphasize that we are delivering the performance I've outlined with a deep sense of purpose. We are committed to ongoing leadership in corporate citizenship and sustainability, and we view ESG initiatives as an important growth driver. This past quarter, we released the company's first-ever corporate citizenship and sustainability report. This reflects our continued leadership, prioritization, and board oversight of ESG initiatives. We announced our 2030 corporate sustainability goals through our three love: love for all, love for our team, and the love for our planet and products. As we enhance our corporate citizenship and sustainability goals, we believe in prioritizing our own team. This quarter, we launched Signet's first team member experience, which is focused on providing team members with an exceptional and inclusive place to work while also providing a robust set of learning and career development opportunities. Having been named a certified great place to work company last year, we aim to keep our high engagement and discretionary effort momentum going. And we are active in the communities we serve as advocates for change. We made the first donation from our Signet Love Inspires Foundation to the Equal Justice Initiative as there is much to be done to fight systemic racism. And in line with our mission of celebrating life and expressing love for all, the company is celebrating Pride month across Signet banners and has endorsed the Human Rights Council's business statement on anti-LGBTQ plus state legislation. As a global company with long-standing partners and vendors around the world, we donated to the Gajera Charitable Trust in India with the intention of support for COVID relief efforts. We believe these purpose-inspired actions are attracting even more top talent to our highly dedicated team and are attracting and appealing to customers who are voting with their wallets in support of companies and brands that share their values and take a stand. In summary, the Inspiring Brilliance phase of our transformation is off to a strong start. We outperformed expectations in Q1, and we're making progress in all of our strategic focus areas. We are growing our core strengths into meaningful competitive advantages. And most importantly, we are outpacing the market, growing share, and fulfilling our purpose as a company. We still have plenty of hard work to do to sustain our performance and deliver long-term growth. But we're encouraged by the momentum that's building and inspired by the opportunity to serve our customers and help grow the jewelry industry. Inspiring Brilliance is advancing our transformation and has accelerated our growth to deliver a strong first-quarter performance. specialty jewelry market, and we believe we are winning share, particularly in the mid-market. There are four key highlights this quarter. First, our financial performance was strong in the quarter as we grew our top and bottom lines on a lower store base. We grew our top line through higher conversion and average order value despite lower traffic. Our top-line strength was complemented by our continued cost discipline and leveraging of our fixed cost base. Second, our balance sheet is strong. Efficient use of working capital through inventory reduction and spend management delivered an increase in liquidity to last year. Third, we successfully executed new credit agreements, resulting in benefits to our customers and favorable economics to Signet, reflected in our raise of cost savings guidance. Lastly, we're committed to invest in Signet's growth and are raising our capital expenditures for the fiscal year. We are investing in our talent, banner differentiation, and technology. We are also pleased to announce today the reinstatement of a common dividend, demonstrating our confidence in cash flows and business performance despite our conservative view of the back half. Turning to the quarter, first-quarter total sales grew 98.2% over last year on a lower store base. Our sales growth was broad-based. We saw strong performance across formats, regions, channels, and categories. While overall jewelry category trends remain healthy, we continue to outpace the market growth. specialty jewelry market grew over 72% for the three months ending in April. Compared to that market growth, our U.S. banners grew total sales more than 109% this quarter. Our integrated strategic choices, including new connected commerce capabilities, modern marketing strategies, and enhanced product assortment, are all enabling a more than 250-basis-point increase to our brick-and-mortar conversion rate within our biggest businesses versus two years ago. Moving on to gross margin, we delivered approximately $680 million this quarter or 40.3% of sales. While that rate is a significant improvement to last year, when we look back versus two years ago, this is a 540-basis-point improvement. We expanded our gross margin rate through a combination of factors. First, our top-line performance allowed us to leverage fixed costs, and we are benefiting from cost savings within gross margin. Second, services revenue carries a more favorable margin profile and is growing, importantly, compared to two years ago, in programs such as extended service agreements. Lastly, through enhanced pricing discipline and new capabilities, we improved our merchandise margin during the quarter. Flexible fulfillment and ship from store provide our customers nearly all of our product across our channels while more effectively managing our inventory throughout its lifecycle. For the first time, ship-from-store automation is now available across all of our banners. SG&A was approximately $512 million or 30.3% of sales. Here again, the rate reflects a significant improvement to last year, but it was also a 290-basis-point improvement to two years ago. We're effectively using data analytics to create a labor model that integrates our new capabilities, resulting in a 60% improvement in labor productivity versus two years ago. Our new labor model, coupled with our enhanced product assortment and marketing strategies resulted in a 15.2% increase in our North America average transaction value to last year. In addition to labor productivity improvements, we are continuing our cost-savings efforts, including technology harmonization, optimizing our real estate portfolio, and overall spend management. Non-GAAP operating profit was $168.9 million, compared to an operating loss of $142.5 million in the prior year. First-quarter non-GAAP deluded earnings per share was $2.23, up from a loss per share of $1.59 in the prior year. Turning to the balance sheet, we continue to drive working capital efficiencies. We reduced our inventory by $370 million to this time last year. Accounts payable also remains an important component of our working capital management and we continue to effectively manage payment terms within our network of vendors. We ended the quarter with $2.5 billion in liquidity, up over $1.2 billion to last year. Recall, we have no drawings under our revolver and our longer-term obligations mature in calendar 2024. Turning now to financial services and as recently announced, we finalized agreements to restructure our credit offerings. We've extended and expanded agreements with two of our long-standing credit partners through the calendar year 2025. The terms of the new agreements will help to streamline the process for customers. As an example, ADS will originate a wider array of customer profiles and Genesis will expand our second look program to do the same. I'd note that all banners will now harmonize to offer our customers no-down-payment financing with a minimum monthly payment structure. These agreements, which are effective July 1, also provide favorable economics to Signet. As these agreements were more favorable than originally contemplated, we're raising our fiscal '22 cost savings guidance by $20 million to a range of $75 million to $95 million, and we now expect cumulative three-year cost savings to be in the range of $220 million to $240 million. Recall, our current agreements with third-party, nonprime receivable purchasers are in place until the end of June. We have signed a nonbinding letter of intent with them and are currently working toward a definitive agreement, and the terms would remove consumer credit risk from our balance sheet. Now, I'd like to discuss our fiscal 2022 financial guidance. We continue to expect stronger sales performance in the first half of the fiscal year. As the vaccine rollout progresses, we continue to believe there could be a shift in wallet share away from the jewelry category toward experience-oriented categories. The magnitude and timing of which is difficult to predict. As such, we're planning for increased marketing expenses to continue to fuel momentum in the front half, as well as proactively manage against changes in consumer spending as the year progresses. As a result, we continue to conservatively plan for same-store sales to be negative in the second half of the fiscal year. Additionally, India continues to see the tragic impact of the pandemic. And while we've proactively managed against disruptions to date, supply chain risk could increase later in the year. We expect second-quarter total sales in the range of $1.6 billion to $1.65 billion with same-store sales in the range of 76% to 82%, and non-GAAP EBIT of $118 million to $130 million. For the fiscal year, we now expect total sales to be in the range of $6.5 billion to $6.65 billion with same-store sales in the range of 24% to 27%, and non-GAAP EBIT of $490 million to $545 million. We remain on track to open up 100 locations and close at least 100 locations, with nine openings and nine closings this year. This includes the testing of formats that are quick to set up and require significantly less inventory on hand, as well as formats that contain multiple banners. We'll continue using format testing this year to determine the best way to offer our customers our breadth of capabilities as efficiently and effectively as possible. Our long-term capital priorities remain to invest in the business, pay down debt, and return capital to our shareholders. First, in keeping with these priorities and as a result of our performance and cash generation, we are increasing our capex by $25 million to invest in growth initiatives. This brings our fiscal '22 capital expenditures to a range of $175 million to $200 million with a continued focus on digital and technology investments to further strengthen our competitive advantage and long-term positioning. Second, recall that we paid down the balance of our revolver and filed a loan in Q4 of fiscal '21, and our remaining maturities which carry favorable interest rates come due in calendar 2024. And third, on capital return, as we announced today, we're pleased to return cash to shareholders through a common quarterly dividend, which has been reinstated at $0.18 per share. We're proud of the results we delivered this quarter and we're proud of our team's execution and commitment to each other and to our customers. And as we look ahead, we remain focused on our continued transformation under inspiring brilliance. ","signet jewelers' first quarter results exceed expectations. q1 non-gaap earnings per share $2.23. q1 sales $1.7 billion versus refinitiv ibes estimate of $1.62 billion. sees q2 total revenue $1.60 billion to $1.65 billion. sees q2 same store sales up 76% to 82%. sees fy same store sales growth 24% to 27%. sees fy total revenue $6.50 to $6.65 billion. expects to close over 100 stores in fiscal 2022 and open up to 100 locations. increased its gross cost savings expectations for fiscal 2022 to $75 million to $95 million. signet jewelers - expect some tailwinds from stimulus and slower than anticipated return to travel spending to subside in back-half of 2021. " "I'm joined today by Mike Renna, our President and Chief Executive Officer; Steve Cocchi, our Chief Financial Officer; as well as additional members of our senior management team. Throughout today's call, we'll be making references to future expectations, plans and opportunities for SJI. Reconciliations of economic earnings to the comparable GAAP measures appear in both documents. Our CFO, Steve Cocchi, will then review our third quarter and year-to-date operational performance and financial outlook. Mike will conclude by offering some closing remarks. I am pleased to report that SJI, notwithstanding the continuing challenges of COVID, again delivered solid performance in the third quarter and through the first nine months of 2021, and we remain on-track to achieve our strategic and financial goals for the year. Through the first nine months, we have seen economic earnings increase by 12% or approximately $12 million, reflecting solid performance in both our utility and nonutility businesses. Consistent with our strategy, our utilities, South Jersey Gas and Elizabethtown Gas represent the bulk of our earnings. Utility margin growth remained strong, reflecting above-average customer growth, positive rate case outcomes, infrastructure modernization programs and effective O&M management. Natural gas remains in strong demand across New Jersey with our utilities adding more than 12,000 new customers over the last 12 months. And while we are seeing increased new construction across the state, most of our growth continues to come from customers converting from heating oil and propane. Our infrastructure modernization and energy efficiency investments, critical to assuring safe and reliable service to our customers, remain on-track and have the added benefit of significantly reducing methane emissions. On October 1, in keeping with the cadence approved by the BPU, we began recovery of these investments made over the last 12 months. I am also pleased to report that our regulatory initiatives continue to advance. In August, the BPU approved South Jersey Gas' engineering and route proposal to construct needed system upgrades in support of a planned 2 Bcf liquefied natural gas facility. As you know, the BPU has called utilities in New Jersey to evaluate preparedness for potential gas supply interruptions. This investment is critical to ensuring service is not interrupted in the event of a significant outage, either behind our city gate or in one of the two interstate pipelines that serve the South Jersey Gas system. Preliminary engineering and design of the project has commenced. Regarding pending initiatives, we have requested $742 million in Phase 3 infrastructure modernization investments at South Jersey Gas. This next phase of system modernization targets coated steel and vintage Aldyl-A plastic pipe, supporting the Murphy administration's safety and reliability, job creation and environmental goals. The retirement of Rate Counsel in September and the leapfrogging of approval of our LNG redundancy proposal has extended our anticipated time line a bit. But settlement discussions continue to progress, and we remain optimistic for a positive resolution soon. With regard to pending legislation, the potential for rate base in RNG and hydrogen investments in New Jersey continues to enjoy strong bipartisan support that aligns with Governor Murphy's clean energy goals and is expected to be a priority item during the upcoming lame duck period. As previously communicated, we believe this legislation will encourage innovation and accelerate New Jersey's decarbonization efforts. Turning now to our nonutility operations. Both our energy management and energy production segments delivered solid quarterly and year-to-date results. Energy Management results reflect strong performance in both wholesale marketing and fuel management, while Energy Production reflects positive results from fuel cell and solar investments over the past 12 months, particularly our Staten Island fuel cell as well as contributions from our 35% equity interest in our RNG development partner, REV. I am pleased with our progress on our clean energy and decarbonization goals. Our five-megawatt fuel cell project in the Bronx that was announced in June is under development and moving forward. Similar to our 2 Staten Island for cells that were brought online in 2020, this fuel cell, which will be our third catamaran is eligible under New York's VDER program, which fixes 75% of revenue and is supported by O&M agreement that guarantees 95% availability. SJI will receive 92% of the investment tax credits, cash flows and net income from this project. Our decarbonization investments to our partner REV, remain on-track as well. Our 35% ownership of REV is now contributing nicely to our bottom line. And our development of renewable natural gas from future ejection into SJI system and other utility systems across the country continues to move forward. Engineering and design work at eight dairy farms is wrapping up with construction on deck and in service on-track for the second half of 2022. As Mike noted, our business has performed very well in the latest period and through the first nine months of 2021. For the third quarter, SJI posted a loss in economic earnings of $18.8 million compared with a loss of $6 million for the comparable period a year ago. The latest period reflects improved results from utility operations, which was achieved despite the ongoing challenges of the pandemic and the inherent seasonality of our business. These improved results from our utility business were offset by decreased profitability from nonutility operations, largely related to year-over-year timing of the recognition of ITCs from renewable investments. Our utilities contributed a narrower third quarter loss in earnings of $17.2 million compared to a loss of $18.4 million in the third quarter last year. Improved results primarily reflect rate relief at South Jersey Gas, strong customer growth, and base rate roll-ins related to infrastructure modernization and energy efficiency investments under our authorized plans. Our nonutility operations contributed third quarter economic earnings of $8.1 million compared to $21.6 million last year. Energy Management contributed third quarter economic earnings of $4.4 million compared to $6.6 million last year, reflecting solid profits from asset optimization activities, albeit less robust than last year and improved profitability from our retail consulting activities. Energy Production contributed third quarter economic earnings of $3.9 million compared with $13.8 million last year. As previously mentioned, the decrease largely reflects timing associated with the recognition of ITCs from renewable energy investments, which was partially offset by positive contributions from fuel cell and solar investments made over the past 12 months as well as contributions from decarbonization investments through our 35% equity ownership in REV. Midstream contributed a loss in third quarter earnings of $300,000 compared to earnings of $1.2 million last year, reflecting the absence of AFUDC related to the cessation of development activity for the PennEast Pipeline project. Our other segment contributed a loss in economic earnings of $9.6 million compared to a loss of $9.2 million last year, reflecting higher interest and bank fees partially offset by lower outstanding debt. For the nine months year-to-date, economic earnings were $112.1 million compared with $100 million last year. Improved utility results and consistent nonutility results largely reflect the same factors as previously discussed, that impacted third quarter results. Our capital expenditures and clean energy investments for the year-to-date were approximately $434 million with more than 80% of this amount allocated for regulated utility investments in support of utility infrastructure upgrades, system maintenance and customer growth. Our balance sheet, debt and credit metrics have all improved over the past year and support our growth plans. And as always, we remain committed to a capital structure that supports our regulated, focused capital spending plan while maintaining a balanced equity to total capitalization, ample liquidity and a solid investment-grade credit rating. Our GAAP equity to total capitalization improved to 35% as of September 30, compared with 32.2% on December 31, 2020, reflecting debt and equity financing and repayment of debt using proceeds from asset sales. Our non-GAAP equity to total cap, which adjusts for mandatory convertible units and other long-duration debt, improved to 43.4% at September 30 compared with 39.7% at December 31, 2020. We continue to have ample liquidity at both SJI and our utilities with approximately $1.3 billion in total cash credit capacity and available through our equity forward and approximately $1.1 billion available as of September 30. In addition, with the proactive refinancing efforts we've undertaken over the past year, as well as repayment of debt from our transactions and the remarketing of our prior mandatory convertible units, SJI has no significant debt maturities due in the near term. Turning now to guidance. Based on solid operational performance through the first nine months of the year, we are reaffirming our expectation for 2021 economic earnings of $1.55 to $1.65 per diluted share. Our long-term economic earnings-per-share growth target remains 5% to 8%, with significant step-ups expected in 2023 and 2025, driven by timing associated with utility rate cases and clean energy investments. We're also affirming our five-year capital expenditures outlook through 2025 of approximately $3.5 billion. As you know, PennEast capex in our five-year plan was relatively small, approximately $100 million, and we've identified a variety of utility and clean energy investments that match our current strategic growth requisites to take its place. We are excited by the progress we've made in 2021 and remain highly confident in our ability to execute on our plan to safely and reliably deliver the clean decarbonized energy of the future through a fully modernized 21st century system. But before opening up for Q&A, let me address a question that may be on your minds. With regard to the recent rise in gas commodity prices, let me remind you that SJI has a prescriptive hedging plan in place approved by the BPU and designed to minimize the kind of pricing volatility our sector has witnessed in recent months. Based on this program, any impact to customer bills would largely be resolved in our next BGSS discussions with the regulators with new rates effective next October. I know many of you have gotten to know and engaged with Dave over the years. He has served our company admirably and with great distinction for many years, including most recently with the responsibility of leading our utilities. ","south jersey industries reaffirms guidance. reaffirming 2021 economic earnings guidance of $1.55 - $1.65 per diluted share. " "This information is available on our Investor Relations website, investors. We direct you to our filings with the Securities and Exchange Commission for a detailed discussion of these risks and uncertainties. During the call, we will also discuss non-GAAP financial measures as defined by SEC Regulation G, including funds from operations, or FFO; core FFO, same-center net operating income, and adjusted EBITDA. As such, it is important to note that management's comments include time-sensitive information that may only be accurate as of today's date, May 6, 2021. [Operator Instructions] On the call today will be Steven Tanger, our Executive Chair; Stephen Yalof, Chief Executive Officer; and Jim Williams, Executive Vice President and Chief Financial Officer. We are encouraged by a greater macro outlook over the past 90 days as vaccination rollout continues and an improving retail environment, as evidenced by the Consumer Confidence Index in late April, reaching its highest level since the onset of the pandemic. The improvement we are starting to see in some of our operating metrics reflects the excellent value proposition that our open-air centers provide for both retailers and shoppers. We are confident that, by continuing to make progress executing on our strategy, we'll position the company to return to sustained growth over time. We're pleased to share that traffic to our domestic open-air centers in the first quarter nearly returned to 2019 levels and exceeded 2019 levels in April. We continued to make progress on our core priorities for the business: leasing, operating and marketing our outlet centers. We are focused on rebuilding our occupancy, driving leasing, and curating our merchandise mix to maximize shopper frequency and dwell time, and to bring new customers to Tanger Centers. Consolidated portfolio occupancy was 91.7% at the end of the quarter, up only 20 basis points from the end of 2020. This reflects the anticipated 61,000 square feet of space recaptured during the quarter related to bankruptcies and brandwide restructurings. Blended average rental rates decreased 2.8% on a straight-line basis and 8.5% on a cash basis for all renewals and retenanted leases that commenced during the trailing 12 months ended March 31, 2021. However, this reflects a 300 basis-point improvement on a cash basis, a 390 basis-point improvement on a straight-line basis compared to our reported Q4 2020 spreads. We believe we will continue to see improvement longer-term as positive traffic and sales trends will support driving better rents. However, in the near term, we anticipate that we will continue to see pressure on retenanting spreads this year as we fill recaptured space that was at rental rates above the portfolio average. Collections of contractual fixed rents billed in the first quarter of 2021 were approximately 95%. Through April 30, 2021, we collected 96% of the deferred 2020 rents due to be repaid in the first quarter and had collected 83% of all deferred 2020 rents, leaving a balance of only $3.7 million. Given this run rate, we're comfortable with our outlook for future collections. Meaningful rebound in traffic that we discussed last quarter has been sustained. For the first quarter, domestic traffic returned to 97% of the 2019 level even as February traffic was impacted by severe winter weather, and we were still operating at 20% fewer hours. We believe a comparison to 2019 is more relevant as we started to feel the impacts of the pandemic during March of last year. Our strong and sustained traffic levels clearly reflects the attraction of our open-air shopping centers, their dominant market locations, and the value proposition that we offer to both our retailer partners and shoppers. Note that in Canada, where we have two unconsolidated JV properties, stores had been closed under government mandate through mid-February and are again closed under mandate. The trailing 12 months, 280 leases commenced, totaling over 1.4 million square feet. Renewals executed or in process as of March 31 represented 52% of the space scheduled to expire during the year compared to 63% at the same time last year. The slower-than-usual pace reflects our decision to strategically delay some of our renewal leasing activity as the overall economic and retail environments improve. We continue to expand relationships with our traditional tenants, and we are seeing a measured pace of new leasing activity, with particular interest coming from the higher-end brands. Developing new business with local and regional brands is one of our leasing priorities. This initiative provides compelling opportunities to add new and interesting concepts to our centers and, with it, more variety for our shoppers. Additionally, we continue to expand our tenant mix beyond apparel and footwear, growing such categories of food and beverage, interactive and experiential, home d? cor and design, housewares, sporting goods, and gourmet grocers. As a result, we are reimagining design elements for our centers. In Grand Rapids, Michigan, for example, we have created outdoor seating in a gathering space in connection with the new microbrew restaurant located in a formerly underutilized part of our center. In our Hilton Head Center, iconic gourmet grocer, Nantucket Meat & Fish, is currently under construction for Memorial Day Grand opening. Our partnership with Fillogic, the logistics-as-a-service platform in Deer Park, has provided for 5,000 square feet of a micro distribution hub aimed at providing lower cost and efficient distribution solutions for our retailers and shoppers. We continue to deliver strong pop-up leasing activity, which serves several important functions: introducing new brands to the outlet channel that may convert to long-term permanent tenants, creating retail vibrancy in an otherwise dark store; providing variety to the center and more choice for our shoppers, delivering immediate NOI contributions; and, in certain cases, allowing us to maintain occupancy on a temporary basis as we defer long-term leases for market improvement. This tenancy represented approximately 8.6% of our consolidated portfolio total GLA as of March 31, 2021. Though elevated from previous levels, this is a proven approach that has historically benefited our centers. Since joining Tanger one year ago, our top priority has been evolving our operational discipline by empowering our field leadership team to drive local leasing, business development and operational efficiencies at the center level. These efforts have proven effective and are reflected in our better-than-planned short-term leasing, paid media and operating expense contributions. Revenues derived from non-rental transactions, such as paid media and sponsorships. also provided a significant contribution to the Other Revenues line in the first quarter of 2021, driving a 14% increase year-over-year. We have decentralized shopping center operations, with each center's management team now participating in revenue generation and empowered with decision-making authority regarding operating expenses. At the same time, we are centralizing certain procurement activities to benefit from the scale of our organization. One thing the COVID environment reinforced is the importance of meeting the customer where they are and creating a more personalized experience. Our marketing and digital transformation teams have continued to expand our virtual shopper offering, curbside pickup with fluid interactive capabilities, and live stream shopping, and offer digital pre-shopping on the Tanger app and website. Our digital initiatives are aimed at creating a highly personalized relationship for users and further building our loyalty base by providing more relevant offers and content to our individual shoppers. Our operating strategy evolves, our commitment to environmental, social and governance efforts remains unchanged. In 2021, we have launched a comprehensive materiality assessment conducted by a third party to ensure that we are addressing the ESG issues most important to our stakeholders and that these issues are integrated into our core values. Our Board and executive leadership team are engaged on ESG issues impacting the organization, and we are investing time and resources to grow our diversity, equity and inclusion program. We believe that education is essential to embedding DE&I throughout our culture and are launching unconscious bias training for our senior leadership team, which will be rolled out throughout the organization. We are also investing in our communities in new ways, including through our newly implemented small business owner outreach initiative. Through this program, we're offering opportunities for new and existing businesses in our communities to set up shop in Tanger Centers supported by our proprietary suite of services to help them incubate and grow. In 2021, we will continue our efforts to streamline ESG reporting so that the data is more accessible to stakeholders and easier to navigate. To improve our transparency and reporting on our ESG efforts, we will begin to implement the recommendations of the task force on climate-related financial disclosures during 2021 with a focus on reducing greenhouse gas emissions, energy performance, biodiversity, water and usage and waste management. These projects have impact on the global environment, broader Tanger's environmental efforts beyond our immediate footprint, and provide additional opportunities to engage with our employees, retailers and shoppers. Our team remains focused on a return to sustained growth. We have strengthened our balance sheet and are exploring selective growth opportunities. We are restarting our marketing efforts for our planned Nashville development and, as restrictions are lifted, prospective tenants are making site business. Progress we are making across each of our strategic priorities gives us confidence that we will create long-term value for our shareholders. First quarter results showed continued positive momentum but reflect the ongoing impact of the pandemic, recent bankruptcies and brandwide restructurings. First quarter core FFO available to common shareholders was $0.40 per share compared to $0.50 per share in the first quarter of 2020. Core FFO for the first quarter of 2021 excludes general and administrative expense of $2.4 million, or $0.02 per share for compensation costs related to a voluntary retirement plan and other executive severance costs. Same-center NOI for the consolidated portfolio decreased 8% for the quarter. This reflects the rent modifications and store closings from recent bankruptcies and brandwide restructurings, partially offset by the reversal of approximately $1.6 million in reserves related to rents previously deferred or under negotiation. Collections of contractual fixed rents billed in the first quarter of 2021 were approximately 95%. We also continue to collect rent bill for prior periods, including amounts related to 2020 that we allowed our tenants to defer to 2021. As of March 31, 2021, remaining rental revenue reserves for 2020 rents deferred or under negotiation totaled $2.6 million. Since implementing our ATM program, in March we opportunistically raised capital to reduce debt and strengthen our balance sheet. During the first quarter, we issued 6.9 million common shares that generated $128.7 million in net proceeds at a weighted average price of $19.02 per share. We used the proceeds to reduce $25 million of borrowings under our $350 million unsecured term loan on March 11, 2021; and, on April 30, completed the partial early redemption of $150 million aggregate principal amount of our 3.875% senior notes due December 2023 for $163 million in cash. Subsequent to the redemption, $100 million remains outstanding. We have no significant debt maturities until December 2023. As previously disclosed, we expect to take a charge in the second quarter of 2021 currently estimated to be approximately $14.1 million, or $0.14 per share, including an approximately $13 million make-whole premium to be paid for the early redemption of the notes and $1.1 million in unamortized debt discount and loan costs. The charge will impact our second quarter net income and FFO but will have no impact on core FFO. We expect the 2021 net dilutive impact per share to be approximately $0.12 for net income, $0.18 for FFO, and $0.04 for core FFO. This reduction in debt improves our leverage ratio and enhances our balance sheet flexibility. We have always prioritized maintaining a strong financial position. We will continue our disciplined and prudent approach to capital allocation. In addition to dividend distributions sufficient to maintain REIT status, our priority uses of capital include investing in our portfolio to grow NOI, reducing leverage to pre-COVID levels over time, and evaluating selective growth opportunities over the longer term. Our outlook for 2021 remains unchanged. While we are encouraged by the pace of our progress, we continue to anticipate pressure from current vacancies, additional potential store closures and rent modifications. As mentioned on our fourth quarter earnings call, we expect store closures during 2021 related to bankruptcies and brandwide restructurings to total approximately 200,000 square feet during 2021, including the 61,000 square feet we recaptured during the first quarter. Most of the recapture should occur during the first half of the year. Additionally, our guidance assumes there are no further domestic government-mandated shutdowns and assumed lease termination fees decrease by $9 million to $10 million, or $0.09 to $0.10 per share from the elevated level we recognized in 2020. Based on our current outlook, we continue to expect core FFO per share for 2021 to be between $1.47 and $1.57. We are maintaining this guidance despite the $0.04 dilutive impact previously discussed. For additional details on our key assumptions, please see our release issued last night. Operator, can we take our first question? ","q1 core ffo per share $0.40. sees 2021 core ffo per share$1.47$1.57. sees 2021 core ffo per share $1.47 to $1.57 (adds dropped word). " "I will now read the Safe Harbor statement. At this time, there are significant uncertainty about the duration and extent of the impact of the COVID-19 pandemic. I hope you, your colleagues and loved ones are all doing well. As the pandemic remains a challenge in our business and personal lives, we are focused on the safety of our teams around the world. We are appreciative of the resiliency of the entire Skechers organization. Without them we wouldn't have achieved our strong results and do what we do best; design, deliver, and market what we believe is the most comfortable and innovative footwear available today. Before we share details of our record third quarter sales, it is important to note that the pandemic continues to impact our business globally. While many markets, including the United States and Europe eased restrictions, others particularly the Asia Pacific region experienced extended and even renewed lockdown measures. Further, the global supply chain disruptions, including the congestion at ports around the world, especially in the United States and the COVID-19 related closures of factories in South Vietnam where we manufacture a limited amount of our product have delayed our ability to ship goods. Transit times doubled from what they were in the pre-pandemic period. This is a global phenomenon that we believe will continue to impact our business into the first half of 2022. However, we are seeing positive signs that conditions are improving. Factory production in South Vietnam has restarted, albeit at a reduced capacity in some areas and the congestion at some global ports has improved. We are optimistic given our strong start to the fourth quarter. Skechers third quarter revenue of $1.55 billion was a new record for the period and a remarkable achievement given the ongoing global supply chain disruptions just discussed. For the nine months period we also achieved a sales record of over $4.6 billion. Quarterly gross margin remained strong at 49.6% primarily driven by higher average selling prices and fewer promotions in our direct-to-consumer business, partially offset by increases in freight costs. The third quarter sales gain of 19% was the result of a 20% increase in our domestic business and a 19% increase in our international business, which represented 58% of our total sales for the period. We achieved double-digit increases across all our reportable segments, driven by the continued global demand for our Comfort Technology footwear. Skechers direct-to-consumer business achieved the highest quarterly sales gains, increasing 44%, driven by a 61% increase in our international business and a 35% increase in our domestic business. Worldwide comparable same-store sales increased 31% including 34% domestically and 25% internationally. Importantly, unit volume improved 17% with an average selling price per unit increase of 23%, reflective of our less promotional stance, the success of our Comfort Technology product and a return to a more normal lifestyle and shopping behavior. The increase in our domestic direct-to-consumer business was driven by a 43% gain in our brick-and-mortar stores where we saw higher traffic and normalized operating hours. Our domestic e-commerce channel increased 3% year-over-year, but 180% over the same period in 2019. Our domestic e-commerce business was particularly impacted by limited product availability in the quarter. The increase in our international direct-to-consumer business was primarily driven by a rebounding demand and easing of COVID restrictions. This growth came from triple-digit increases in Chile and Korea and double-digit increases in the United Kingdom and Mexico, as well as strong growth in Canada, Peru and India. We continue to invest in our e-commerce infrastructure and launched new sites on our new platform in Ireland in September and the United Kingdom this month, with more markets planned for the fourth quarter and into 2022. In the third quarter we opened 10 company-owned Skechers stores, including two in Columbia and one each in Peru, India, Germany and France. We also opened a store in downtown Los Angeles in a renovated historic building, marking our first street location in this evolving urban center. We closed one location in the quarter. To date in the fourth quarter, we've opened three stores, including one in Naples, Italy and we plan to open an additional 15 to 20 locations by year end. An additional net 119 third-party Skechers stores opened in the third quarter across 28 countries, including a net new 67 in China, 9 in India, 6 in Australia, and 4 in New Zealand. In total, at quarter end, there were 4170 Skechers stores around the world. Our international wholesale business grew 11% year-over-year. The quarterly sales growth was primarily driven by an increase of 62% in our distributor business and a 10% increase in China. Our distributor business performed well, reflecting a more normal selling environment, particularly with our largest partner base in the Middle East and Africa. Our joint venture business increased 5% for the quarter due to a 10% increase in China, as well as strong sales in Mexico and Israel. These improvements were partially offset by declines in several markets in Asia due to continuing COVID related restrictions. Subsidiary sales increased 6%, primarily driven by improvements in India, as well as Colombia and Canada. This growth was partially offset by a 11% decrease in Europe, primarily due to supply chain issues. We are currently seeing progress in European ports with improvements in the flow of goods resulting in a strong October. Sales in our domestic wholesale business improved 10% in the third quarter. The growth came primarily from women's GO WALK, men's sport, work, all [Phonetic] from Skechers, as well as our performance in casual running style for men and women. Central to our global success is our Comfort Technology footwear. Comfort, innovation, style and quality are the Skechers product tenets. In the third quarter and over the last 18 months, consumers have been increasingly loyal to Skechers Comfort as we elevated our products with more fit offerings, as well as lightweight cushioning options and added durability to many styles. We also have focused our efforts on an expanding collection at futures recycled materials. Our ongoing goal is to meet consumers' needs with comfortable footwear at a reasonable price. We drove awareness of our available collections through our multiplatform approach to marketing that included television, outdoor, digital, influencers and more. This approach resulted in influencers from Tokyo, London, and Los Angeles, all wearing Skechers times, Kansai Yamamoto limited edition collection and localized campaigns featuring key opinion leaders in key global markets. Given Skechers global growth, we are strategically investing in both our distribution and corporate infrastructure. Our UK and China distribution centers became fully operational in the third quarter and we narrowed down locations for a new DC in India. We completed the first phase of our corporate headquarters expansion at Manhattan Beach and we are working on the expansion of our North American distribution center that will bring our facility in Southern California to 2.6 million square feet in 2022. Both of these expansions will be LEED certified gold. We believe our record results in the third quarter reflect our powerful global brand. With factory production in South Vietnam restarted and transit times and port constraints improving, we are optimistic about the holiday season. Our results this quarter demonstrate the strength of our brand as the Comfort Technology leader, as well as our immense opportunities for global expansion. What makes us even more impressive is that we delivered this growth despite severe and ongoing supply chain challenges that significantly restricted product availability across the globe. Let me elaborate on that topic first. There has been a lot of discussion about the factory closures in Vietnam over the summer. This certainly impacted production at Skechers, though to a more limited degree than others as the majority of our Vietnam production is not in the South of the country. The more disruptive issues have been widespread shipping container shortages, port congestion and last mile transportation delays. The combination of these factors negatively impacted Skechers sales in the third quarter. This is evident in our quarter end inventory balance which includes an incremental 218 million in-transit inventory, a year-over-year increase of over 140%. Under normal conditions we believe a meaningful portion of that inventory would have been delivered to customers in the third quarter. At Skechers our main objective remains delivering great comfort infused products to our dedicated consumers and once product availability is normalized, we fully expect to deliver even better results than the remarkable growth of this quarter. Now let's turn to our third quarter results, where we will provide comparisons to both prior year and where appropriate 2019. Sales in the quarter achieved a new third quarter record totaling $1.55 billion, an increase of $250.1 million or 19% from the prior year, and a 15% increase over the third quarter of 2019. On a constant currency basis, sales increased $222 million or 17% from the prior year. Direct-to-consumer sales increased 44% year-over-year supported by growth in domestic and international markets of 35% and 61% respectively. Both markets delivered meaningful improvements in gross margins and strong year-over-year average selling price growth. As compared with the third quarter of 2019, direct-to-consumer sales increased 20% the result of a 14% increase domestically and a 30% increase internationally. International wholesale sales increased 11% year-over-year and grew 10% compared to the third quarter of 2019. Our distributor business grew 62% year-over-year, but still remained about 9% below 2019 levels. This channel continues to make good strides toward recovery, particularly in critical markets like the Middle East and Russia. Particularly sales increased 6% year-over-year and as compared to the third quarter of 2019 grew 8%. The improvement was primarily the result of higher average selling prices and a strong recovery in India, as well as increases in Latin America and Canada. Our joint ventures grew 5% year-over-year led by 10% growth in China, driven by strong e-commerce demand, somewhat tempered by slower traffic patterns in retail stores, as well as temporary pandemic related store closures. Continuing weakness in several adjacent markets also weighed on joint venture growth in Asia. Domestic wholesale sales grew 10% year-over-year and as compared to the third quarter of 2019 increased 17%. We continue to see very positive underlying trends with the majority of our domestic wholesale partners, including healthy sell-through rates and steady and average selling prices. Gross profit was $769.4 million, up 23% or $144.3 million compared to the prior year. Gross margin for the quarter was 49.6%, an increase of 150 basis points. On a year-over-year basis, gross margins improved as a result of higher average selling prices, partially offset by a higher unit cost across all segments and the impact of product mix in our wholesale business. Total operating expenses increased by $94.5 million or 18% to $630.7 million in the quarter versus the prior year, but decreased 50 basis point as a percentage of sales from 41.2% to 40.7%. Selling expenses in the quarter increased year-over-year by $33.8 million or 39% to $119.8 million. The year-over-year increase was primarily due to higher demand creation spending as markets reopened globally. General and administrative expenses in the quarter increased year-over-year by $60.7 million or 13% to $510.9 million. However, as a percentage of sales, this represented a year-over-year decrease of 170 basis points. The dollar increase was due to a combination of factors, including increased retail store labor, incentive costs, rent expense related to new store openings and distribution center expansions, as well as volume-driven warehouse and distribution expenses. This is partially offset by the $18.2 million corporate compensation expense last year related to the one-time cancellation of restricted share grants. Earnings from operations were $146.2 million versus prior year earnings of $92.1 million, an increase of $54.1 million or 59%. Operating margin improved 230 basis points to 9.4% as compared with 7.1% in the prior year. Net earnings were $103.1 million or $0.66 per diluted share on $157.1 million diluted shares outstanding. This compares to prior year net earnings of $64.3 million or $0.41 per diluted share on $155 million diluted shares outstanding. Our effective income tax rate for the quarter was 15.6% versus 15.4% in the prior year. And now turning to our balance sheet. Our cash and liquidity position remained extremely healthy. We ended the quarter with $1.18 billion in cash, cash equivalents and investments. This reflects a decrease of $318 million or 21% from September 30, 2020. But as a reminder, we fully repaid our revolving credit facility in the second quarter of which approximately $450 million was outstanding last year. Trade accounts receivable at quarter end were $758.7 million an increase of $49.8 million from September 30, 2020, predominantly the result of higher wholesale sales. Total inventory was $1.23 billion, an increase of 17% or $177 million from September 30, 2020. However, as previously noted, this balance reflects a significant increase in in-transit inventory of $218 million on an inventory, that is inventory available to deliver to customers and our retail stores was lower by approximately 5% overall and in critical markets like the United States and Europe on-hand inventory was lower by over 20%. Total debt including both current and long-term portions was $327 million at September 30, 2021 compared to $812 million at September 30, 2020 reflecting the repayment of our revolving credit facility last quarter. Capital expenditure in the quarter were $89.4 million of which 38 million related to investments in our new corporate offices and other real estate, $16.2 million related to the expansion of our joint venture owned domestic distribution center, $15.3 million related to investments in our direct-to-consumer technologies and retail stores, and $10 million related to our new, now fully operational distribution centers in China and the United Kingdom. Our capital investments remain focused on supporting our strategic priorities, growing our direct-to-consumer business, as well as expanding the presence of our brand internationally. For the remainder of 2021, we expect total capital expenditures to be between $80 million and $110 million. Now I will turn to guidance. Given the severe supply chain constraints we experienced throughout the third quarter, which we believe will continue for the remainder of the year and into the first half of 2022, we are updating our previous guidance. For fiscal 2021 we now expect sales to be in the range of $6.15 billion to $6.2 billion and net earnings per diluted share to be in the range of $2.45 to $2.50. For the fourth quarter this implied sales in the range of $1.5 billion to 1.56 billion and net earnings per diluted share in the range of $0.28 to $0.33. We anticipate the gross margins will be essentially flat compared to last year as freight costs will largely offset improved pricing. Our effective tax rate for the year will be between 19% and 20% as compared to a rate of 5.5% in 2020 and 17.2% in 2019. Our third quarter revenues of $1.55 billion was a record for the period and represented our second highest sales quarter in our history and we achieved impressive gross margins of 49.6% and diluted earnings per share of $0.66, a year-over-year increase of 61%. Our innovative Comfort product resonated with consumers around the world and demand remains strong, demonstrated by both units sold and the average selling price increases. We remain focused on developing more Comfort footwear. expanding our apparel offering, reaching more consumers through our e-commerce expansion and looking at new opportunities to drive sales globally, including in the Philippines where this month we have transitioned from a third-party distributor model to directly managing our business. Our teams are working tirelessly to address the supply chain challenges across all touch points, resources, factories, container shortages, port congestion and in-country transit, all with a goal of delivering Skechers Comfort footwear to our customers and consumers. We are also keeping a close watch on local pandemic-related restrictions and the health of our global teams. We believe 2021 will be another record year for Skechers, a remarkable achievement given the uncertainties globally. We look forward to 2022, a year that will mark our 30th anniversary. We believe we'll be exceptional from a marketing product and sales perspective and a time where we will continue communicating our message to consumers that Skechers is the Comfort Technology company. ","skechers q3 earnings per share $0.66. q3 earnings per share $0.66. q3 sales rose 19.2 percent to $1.55 billion. sees fy earnings per share $2.45 to $2.50. sees q4 earnings per share $0.28 to $0.33. sees q4 sales $1.51 billion to $1.56 billion. sees fy sales $6.15 billion to $6.2 billion. " "Also on the call are Brian McDade, chief financial officer; and Adam Reuille, chief accounting officer. For those who would like to participate in the question-and-answer session, we ask that you please respect that request to limit yourself to one question and one follow-up question, so we might allow everyone the opportunity to ask question and the opportunity to participate. I'm pleased to report that our business has significantly improved after having addressed the impacts from COVID-19, including the restrictive governmental orders that have forced us to shut down, as well as reduce our operating capacity. I'm pleased to report our continued improvement in our profitability and cash flow generated for the first quarter. First-quarter funds from operation was $934 million or $2.48 per share. FFO increased approximately $150 million or $0.31 per share compared to the fourth quarter of 2020. Our international operations continued to be affected by governmental closure orders and capacity restrictions. And in fact, the quarter was negatively impacted by approximately $0.08 per share compared to our expectations given the closures that have occurred internationally. We also recorded additional COVID impacts in the first quarter of approximately $0.07 per share from -- based upon basically domestic rent abatements and uncollectible rents. We generated $875 million in cash from operations in the quarter, which was an increase of 18% compared to the prior-year period. We collected over 95% of our net billed rents for the first quarter and our in-line tenant collections are back to pre-COVID levels in the approximate 98% range. Our operating metrics in the period were as follows: mall and outlet occupancy at the end of the first quarter was 90.8%, down 50 basis points compared to the fourth quarter of 2020. This 50-basis-point decline for the quarter is approximately 75% -- 75 basis points less than the average historical seasonal decline from the fourth quarter to the first quarter. Average base rents was $56.07, up 60 basis points year over year. Leasing spreads declined for the 12 -- trailing 12 months, primarily due to the mix of deals that have fallen out, the spread calculation that have resulted in an increase to the average closing rate by approximately $8 per square foot for the trailing 12 months. Pricing continues to improve with the average opening rate per square foot for the trailing 12 months of approximately $60 per foot. And as you can see in the lease expiration schedule included in our supplemental, our expiring rents for the next few years are less than $60 per square foot. Keep in mind that the opening rate included in our spread calculation does not include any estimates for variable lease income based on sales. In certain circumstances in addressing tenant COVID negotiations last year, we, in certain cases, agreed to lower our initial base rent in exchange for lower unnatural sales breakpoints, allowing us to participate in the improved sales performance as the economy recovers. Now we think that will end up being a very smart move on our behalf. Those deals are included in the average opening rate at the lower base minimum rent and does not include our estimation of what the percentage rent could be, and we'll, obviously, believe those contributions in time will add to our cash flow. Leasing momentum has continued across our portfolio. We signed 1,100 leases for approximately 4.4 million square feet, and we have significant number of leases in our pipeline, our leasing volume in both number of leases in square feet was greater than the volume in each of the first quarter of 2020 and 2019. The improving domestic economic environment, shopper sentiment, have increased shopper foot traffic and sales across our portfolio. As I mentioned, increased in traffic for our open air and suburban centers has been very encouraging and retail sales continue to improve across the portfolio with higher sales volumes in March compared to 2019 levels. We opened West Midlands Designer Outlet, our second outlet in the United Kingdom in early April. This was behind schedule, was supposed to open in the fall of 2020 but was delayed due to COVID restrictions. We're pleased that this has now been lifted and we're now able to open and serve the shoppers. During the first quarter, we started construction of our fifth premium outlet in South Korea. We're excited about that opportunity. And hopefully by now, with respect to our brand and retailer investments, you've seen that we've been able to add significant value there. Our global brands within SPARC outperformed their plans in March and April on both sales and gross margin, led by Forever 21 and Aéropostale. For the two months combined, SPARC outperformed the sales plan by more than $135 million and our gross margin plan by more than $75 million. And we're also very pleased with the JCPenney early results. They continue to be above our plan. Our company's liquidity position at Penney is strong at $1.2 billion, and balance sheet is in very good shape with leverage of less than 1.2 times net debt to projected EBITDA. We continue to add new brands to the JCPenney portfolio, and we expect growth to be our focus going forward. Just a quick update on Taubman, we're very pleased with our partnership and the results in the first quarter. Our teams have collectively shared and implemented many best practices and are adding value to the assets. We expect to step up redevelopment plans with mixed-use opportunities throughout their TRG portfolio. Capital markets, very similar to what we always do. We completed $1.5 billion senior note offering at 1.96%, weighted average term of 8.4 years. We also completed a EUR 750 million note, shouldn't say dollar, at one and one-eighths percent coupon at a term of 12 years. We used those proceeds to completely repay the $2 billion unsecured term facility associated with the Taubman deal, as well as pay off our $550 million senior notes. We've also refinanced six mortgages for $1.3 billion, our share of which is $589 million at an average interest rate of 3.36%. That market is continuing to improve. And at the end of the quarter, with all this activity, we have $8.4 billion of liquidity, consisting of $6.9 billion available on our credit facility; $1.5 billion of cash, including our share of JV cash. And reminder, that is net of $500 million of U.S. commercial paper outstanding at quarter end. We paid $1.30 per share in cash, in terms of our dividend on April 23. And then, finally, as you've seen, given our first-quarter results, we are increasing our full-year 2021 FFO guidance from $9.50 to $9.75 per share to $9.70 to $9.80 per. This is an increase of $0.20 per share at the bottom end of the range and $0.05 at the top end of the range or a 13% -- or a $0.13 increase at midpoint and that represents a 6.5% to 7.6% growth rate compared to our 2020 results. So in conclusion, pleased with the results, encouraged with what we're seeing in terms of sales, traffic, retail demand. And we continue to continue to increase our performance and our Profitability. ","simon property sees fy ffo per share $9.70 to $9.80. sees fy ffo per share $9.70 to $9.80. q1 ffo per share $2.48. qtrly net income attributable to common stockholders was $1.36 per diluted share.u.s. malls and premium outlets operating statistics occupancy was 90.8% at march 31, 2021. will declare a common stock cash dividend for q2 of 2021 on or before june 30, 2021. " "I'm Aaron Hunt, Director of Investor Relations. A year ago, we were contending with the unprecedented disruption and uncertainty from the continued 737 MAX grounding and COVID-19 pandemic. Since then, the FAA lifted the 737 MAX grounding order and shortly after that the aircraft resumed commercial service. Today the 737 MAX is certified in the U.S., U.K., Europe and many other parts of the world. Additionally, Boeing has secured several new orders from airlines, including large orders from Southwest, Alaska Air and Ryanair, who will take delivery of their first newly certified 737 MAX 8200 aircraft in the near future. The COVID-19 pandemic has had a significant global impact. The aviation industry saw more than 19,000 aircraft grounded and air traffic down more than 95% at the worst point last April. We continue to see encouraging news on the return to commercial air travel with domestic routes, primarily flown by narrow-body aircraft leading the way. In the U.S., the TSA checkpoint travel numbers have been consistently staying above the 1 million mark since early March and more recently, we have seen many days above 1.5 million travelers, including 1.6 million travelers last Sunday. We have observed a similar domestic recovery in China. We believe Spirit is well positioned to benefit from this trend of recovering domestic air travel in the largest aviation markets, given that 85% of our backlog is narrow-body aircraft. In line with the improved narrow-body outlook, as we described in our 10-K, Spirit is planning to produce about 160 737 MAX aircraft in 2021. This plan allows for us to burn down the Boeing inventory of 737 MAX shipsets stored in Wichita and Tulsa. With the current outlook, we should be at our targeted number of a permanent buffer to cushion the production system toward the second half of 2022. We have regular conversations with Boeing on the current environment and we'll work closely with them to make any necessary rate adjustments as the year progresses. As for our Airbus narrow-body programs, we have plans in place to support the A220 and the A320 Airbus schedule increases, as the air traffic demand recovery continues. International air traffic demand still remains at relatively low levels versus pre-pandemic times and is expected to take longer to recover. Consequently, we have experienced and believe there will continue to be pressure on our wide-body programs. The wide-body programs have created significant pressure on our overall performance, as the OEMs have adjusted production rates on those programs downward. On the A350, schedule changes this year and next year contributed to the forward loss of $29 million that we announced this quarter. The forward loss also included some charges for tooling and bill process improvements to improve product quality. We decided to implement the improvements at our Kinston facility during this period of lower production rates. Over the last few months, we have also been working with Boeing on the 787 program. At Boeing's request, we conducted an extensive review and engineering analysis as a result of fit-and-finish issues that they had identified on other parts of the aircraft. While there were no safety-of-flight issues, areas of rework were identified. We have started the rework and Boeing has reinitiated deliveries of the 787. The rework plan that we have put into place supports Boeing's 787 delivery schedule. The engineering analysis and the projected rework will drive a forward loss of $29 million. Mark will provide more detail on the forward losses in his comments. The uneven recovery from the pandemic, created challenges during our first quarter. During 2021, we expected to see performance start to normalize as we get into the second half of the year assuming air traffic recovery remains on track. Overall, our 2021 free cash flow usage is expected to be between $200 million and $300 million after considering the $300 million cash tax benefit. As we have previously indicated, we expect our cash flow to be positive in 2022 as production rates improve and we realize all the benefits of the cost reduction and productivity actions that we have taken. Now I'd like to turn our focus to the integration process of our recently acquired Belfast, Casablanca and Dallas sites. The integration of our three newest sites is progressing to plan. To date, we have completed roughly 80% of the 450 tasks we have identified to capture synergies and integrate the operations into Spirit. Some of the remaining tasks such as exiting the information technology transition services agreement will take longer by plan design. A large part of our integration focus is capturing the synergies which we projected to be 6% of revenues. Based on 2021 revenues that are expected to be $700 million, we estimate the synergies to be $42 million. The areas we are focusing on include A220 wing costs, supply chain, infrastructure and engineering. We are on target to achieve the $42 million and perhaps even exceed it by 2023. In the period beyond 2023, we are identifying additional productivity opportunities. In addition, as part of our integration, we are evaluating the Belfast pension plan and our informal consultation with the employees and the unions on this matter. The current plan is close to new participants and we are evaluating closing the plan to future accruals and replacing it with a defined contribution benefit plan. Another significant part of this acquisition was a strong aftermarket business. Our Belfast and Dallas sites are now key pieces of our aftermarket revenue growth plan. While we've seen some COVID-related headwinds to the aftermarket business in the near-term, the combined team is working to transfer repairs between sites and strengthen customer relationships as air traffic recovers. In the first quarter, some of our activities including moving tooling and rotables to Belfast to support Boeing programs. Our Belfast operations have recently completed their first Boeing 777 thrust reverser repair. To grow the aftermarket business further, we recently announced that we acquired the assets of Dallas-based Applied Aerodynamics, which provides radome and flight control surface repairs. We also announced the signing of a new JV agreement in Asia with EGAT in Taiwan, which enables us to provide our full suite of expanded repairs to that region. All of these actions are contributing to our target of building the Spirit aftermarket business to $500 million in revenue at accretive margins by 2025. In addition to diversifying into aftermarket, we've also been accelerating diversification into defense programs. After growing almost 20% in 2020, we expect our defense business revenue to grow 15% in 2021. The excess commercial capacity we have in our wide-body factories, especially those that produce composite structures provide us with immediate capacity that we can repurpose to defense programs. We have been fortunate to win positions on several new classified defense projects. We believe we are on track to achieve $1 billion of defense revenue by the mid-2020s with typical defense margins. The programs of record for where we have work content will generate approximately $6 billion of future revenue. In addition to diversifying our business, we've also been focused on delevering to reduce the additional debt we have accumulated during this pandemic period. One step we took was to repay $300 million in floating rate notes in February. Our next debt maturity is $300 million in 2023. We also have other pre-payable debt that could be retired as part of our objective to repay $1 billion in the next three years as production rates recover and we start generating positive cash flow. We believe these debt-reduction actions along with increased production rates will help us regain our investment-grade credit rating. Our efforts to drive margins are also progressing well. In Wichita, the new automated floor beam assembly line that we discussed in the last call, is now operational. And in our Prestwick site, we produced the first shipsets of A320 spoilers using a resin transfer molding process and we'll ship those to Airbus in mid-May. Both of these narrow-body manufacturing lines will help drive the margin improvement back to our target of 16.5% as production rates recover. I hope everybody is doing well and staying healthy. We continue to see 2021 as a bridge year for our Spirit and commercial aviation industry. While the wide-body programs will remain a headwind for the next few years, domestic air travel in many regions of the world is trending in the right direction, which is an encouraging sign especially for narrow-body aircraft. During 2021, we have or are planning to increase production rates on our narrow-body programs in order to support our customer delivery of new aircraft. We expect the first half of the year to be the most challenging to our financial results and expect to see improvement in the back half of the year as the narrow-body production rates increase. Now, let's move to our first quarter 2021 results. The revenue decrease was primarily due to lower body rates which have been under pressure due to the reduced international air traffic resulting from the continued impacts of the COVID-19 pandemic. In addition, our A320 production rate was lower in the first quarter of this year compared to last year. Revenue from our recently acquired Bombardier business jet programs and the A220 wing program helped offset some of the wide-body revenue decrease. Our defense programs continue to be a bright spot, up 41% as compared to the same quarter of last year. Turning to deliveries, wide-body program deliveries were 48, down from 91 in the first quarter of 2020, which is a 47% reduction. The narrow-body program deliveries in the first quarter of 2021 were also lower when compared to 2020 with 171 shipsets in the first quarter of 2021 compared to 221 in 2020. The main driver of the decrease was the A320 program with 58 less deliveries than the first quarter of 2020. The first quarter 737 MAX deliveries have gradually increased to 29 compared to 18 shipsets delivered in the first quarter of last year. Overall, deliveries decreased to 269 shipsets compared to 324 shipsets in the same quarter of last year. Let's now turn to earnings per share on slide four. We reported earnings per share of negative $1.65 compared to negative $1.57 per share in the same period of 2020. Adjusted earnings per share was negative $1.22 per share compared to negative earnings per share of $0.79 in the first quarter of 2020. Adjusted earnings per share excludes the impacts of the acquisitions, restructuring costs, the non-cash voluntary retirement plan charges, and the deferred tax valuation allowance. Operating margin for the first quarter was negative 14% compared to negative 15.5% in the first quarter of 2020. The past actions we have taken have contributed to the improved first quarter of 2021 with lower cost and expenses including restructuring, excess capacity, abnormal COVID-19, and SG&A. This was partially offset by additional forward losses on the 787 and A350 programs compared to the same period last year. Additionally, the increase in other income primarily reflects the absence of voluntary retirement expenses recognized in the first quarter of 2020, partially offset by a loss on foreign exchange rates. Interest expense and financing fee amortization in the first quarter of 2021 increased $28 million, driven by increased interest expense on debt and higher interest rates compared to the same period in the prior year. In the first quarter, we recognized forward loss charges of $72 million primarily driven by engineering analysis and rework to support Boeing's resumption of 787 deliveries and lower A350 production rates, coupled with higher one-time costs for production system and quality improvements. During the first quarter of 2021, an incremental $42 million valuation allowance on deferred income tax assets was recorded. As a reminder, this is a non-cash item. Now, turning to, free cash flow on slide five. Free cash flow for the quarter was a use of $198 million, compared to a use of $362 million in the same period of 2020. This year-over-year improvement is primarily due to favorable working capital management and cost-reduction efforts, partially offset by the absence of the $215 million received last February, as a result of the MOA with Boeing. Excluding the $215 million of Boeing advance payments received in the first quarter of 2020, free cash flow improved by about $380 million. For the year, we expect free cash flow to be between negative, $200 million and $300 million. This includes a cash-tax benefit of approximately $300 million. As mentioned previously, we believe that the first half of 2021, to be our most challenging and expect improvements as we progress into the latter half of the year, due to planned single-aisle production rate increases. Let's now turn to cash and debt balances on slide six. We ended the first quarter with approximately $1.4 billion of cash and $3.6 billion of debt. In February, we prepaid $300 million floating rate notes that were due this year. As Tom mentioned, we are planning to repay $1 billion in debt in the next three years, the timing of which will be in line with how air traffic and narrow-body production rates recover from the global pandemic. We believe our cash on hand and cash flows generated from operations, coupled with our ability to vary our cost structure quickly will provide sufficient liquidity to address the challenges and opportunities of the current market. However, unevenness in the global recovery from the COVID-19 pandemic could result in fluctuations in our cash flows from period to period. Now let's turn to our segment performance on slide seven. In the first quarter, Fuselage segment revenues were $437 million, down approximately $115 million compared to 2020, primarily due to lower production volumes on the wide-body programs, partially offset by an increase in 737 MAX defense and the recently acquired Bombardier business jet program revenues. Operating margin for the quarter was negative 14%, compared to negative 16% in the same period last year. Increased 737 MAX production and higher defense revenues, helped contribute to the gross profit improvement. We also recognized lower restructuring expenses, excess capacity costs and abnormal COVID-19 charges. The Fuselage segment recorded $2 million of favorable cumulative catch-up adjustments and $55 million of net forward losses, during the quarter primarily due to the Airbus A350 and Boeing 787 programs. Propulsion revenue in the quarter improved to $227 million, primarily due to higher revenue from the 737 MAX program and aftermarket revenues. Operating margin for the quarter was positive 7%, compared to negative 2% in the same quarter of 2020. Lower restructuring expenses, excess capacity costs, and abnormal COVID-19 charges were the main driver to the improvement in segment profitability. The segment recorded $6 million of unfavorable cumulative catch-up adjustments and $5 million of net forward losses. Lower production volumes on the 787 A320 and A350 programs, partially offset by revenue from the recently acquired A220 wing program were the main contributors to the reduction in wing revenue of $224 million. Operating margin for the quarter was negative 8%, compared to positive 5% in the first quarter of 2020. The decreases in segment profitability and operating margin were primarily a result of forward losses recognized on the 787 and the A350 programs and lower margin recognized on the A320 and A220 programs, due to increased excess capacity costs. The segment recorded $13 million of net forward losses and $2 million of unfavorable cumulative catch-up adjustments. The first quarter of 2021 provided to be a very challenging start to the year. While uncertainty around the precise trajectory of the pandemic recovery remains, we are beginning to see positive signs in domestic air traffic demand. We are pleased to see the progress made over the past few months on our defense growth and aftermarket diversification efforts. Higher narrow-body rates in the back half of the year should create positive momentum into 2022. Cash flow is a focal point this year and is a top priority for our team in our day-to-day activities. Our 2021 cash flow is dependent on the planned delivery of approximately 160, 737 MAX shipsets. We are closely monitoring the remaining regulatory approvals needed for the 737 MAX return to service, as well as the recovery from the global pandemic. First quarter of 2021 was challenging, as we managed through the wide-body rate reductions and investments that we have made to improve quality. As a result in the first quarter, we had a higher rate of cash usage than we expected. With domestic travel recovering faster in the US and China, we expect that narrow-body production rates will continue to improve. Spirit will benefit from this trend, since 85% of our backlog is narrow-body aircraft. In 2021, we are planning to deliver about 160, 737 MAX shipsets as Mark just said, which is more than double what we delivered in 2020. We expect our free cash flow usage for the year will be between $200 million and $300 million. We also believe that we are still on course to be cash flow positive in 2022. Our diversification efforts continue with growth in our aftermarket and defense businesses. The acquisition of the assets of Applied Aerodynamics and the establishment of the JV with EGAT in Taiwan will help accelerate the growth of the aftermarket business to $500 million by 2025 at accretive margins. We believe our defense business revenue is on track to grow 15% this year, after growing nearly 20% in 2020. We also continue to make good progress on our efforts to delever and to continue driving toward margins of 16.5%. ","compname reports q1 loss per share of $1.65. q1 loss per share $1.65. q1 adjusted loss per share $1.22. spirit aerosystems holdings - full-year 2021 free cash flow is expected to be between negative $200 million and negative $300 million. spirit aerosystems holdings - expect to deliver about 160 737 max shipsets in 2021. increasing 737 max production rates in line with boeing's objective of 31 aircraft per month in 2022. " "I'm Aaron Hunt, Director of Investor Relations. We are pleased to see signs of recovery in global air traffic. The U.S. air travel recovery has been strong and has come back faster than some expected. TSA traveler throughput has exceeded two million passengers on multiple days during the past two months and some days in July where passenger screenings exceeded the 2019 levels. A recent International Air Transport Association report indicates domestic passenger market show improvement, but with demand still down 22% versus June 2019 levels. The situation remains dynamic. We are monitoring the most recent reports of a spike of COVID-19 cases and what impact this may have on air traffic recovery. However, the upward momentum of domestic air traffic over the past few months is an encouraging trend for our industry. We are pleased to see the rebound of demand for the MAX and the news of large orders from United, Southwest, Alaska Air and Ryanair. Ryanair took delivery of its first 737 MAX 8200 and had positive feedback. With 85% of Spirit's backlog associated with narrow-body aircraft, we believe we are well positioned to benefit from this domestic air traffic demand and narrow-body recovery. In the first half of this year, we delivered 64 737 shipsets compared to 37 in the first half of last year, a 73% increase. We are also on track to deliver about 160 shipsets this year, a 125% increase over the 71 we delivered in 2020. As we have discussed before, we are trailing Boeing in terms of 737 production rate to burn off the inventory of storage shipsets in Wichita and Tulsa. This quarter, for example, we delivered 35 units but shipped 42 to Boeing. We currently have about 125 units in storage, all of which Boeing owns. We expect store units will decrease to about 100 shipsets by the end of the year. Our plan is that we will reach 20 stored units by the end of next year, which will remain as a permanent buffer to cushion the production system. Turning to the 787 program. As a result of our ongoing engagement with Boeing, we identified an additional fit and finish issue in the forward section of the fuselage. This issue is related to a part that Spirit receives from one of our Tier two suppliers, and we are working with Boeing and the supplier on a resolution. We continue to coordinate with Boeing to ensure that we are performing all necessary rework. Primarily driven by this issue, we have recognized a $46 million forward loss on the 787 program. Despite this forward loss, we are maintaining our free cash flow target of negative $200 million to $300 million, as indicated on our last earnings call. This amount is net of the $300 million cash tax benefit, which we expect to receive in the second half of this year. Next, I would like to highlight the fact that we published our first sustainability report in June, outlining Spirit's environmental, social and governance strategy. The report also includes a few of our notable 2020 achievements. For example, by the end of this year, we intend to be 100% wind powered at our Wichita facility. Now our Chief Operating Officer, Sam Marnick, will take you through updates on our acquisition integrations. The integration workstreams for our recent acquisitions are progressing well. We recently acquired the assets of Applied Aerodynamics, and we've already completed approximately 60% of the 323 identified integration tasks. The integration of our other acquisition from Bombardier is also going well. We have completed about 90% of the tasks required to integrate the Belfast, Morocco and Dallas site. The remaining tasks are largely associated with the information technology transition services agreement, and we expect to complete it before the end of the year. The estimated synergies we're expecting from the deal are tracking to plan. We have seen good progress on A220 wing costs, supply chain improvements and infrastructure optimization. Airbus continues to have confidence in this aircraft, and we expect production rates to continue to improve over time. Turning to the Belfast pension plan. We have ended our formal consultation with employees and the unions. Subject to the completion of the process, we will close the plan to future benefit accrual and provide a defined contribution benefit plan before the end of the year. The Bombardier asset acquisition significantly increased our business jet work statement. We also secured the award of the engine nacelle on the new Falcon 10 times. This new growth has established Spirit as a leading business jet aerostructure supplier, a market segment that is recovering rapidly following the pandemic. These business aircraft inventories are down around 40% year-over-year, highlighting a strong demand. Additionally, U.S. business jet flight activity is about 6% higher than prepandemic levels, another good indicator of a rebound in this market segment. We believe our capabilities and business ship programs position us well to generate $500 million of revenue at accretive margins by 2023. Another market segment, we are watching closely is urban air mobility, also referred to as electric vertical and take off aircraft or eVTOL. We believe our expertise in composite aerostructure design and manufacturing bring unique capabilities in this future mode of transport. We've been exploring opportunities with a number of companies in this exciting new area and have signed agreements that are already generating revenue. These two acquisitions have helped us grow our aftermarket and business jet businesses. We are also accelerating our revenue diversification efforts in defense, which we expect will grow by roughly 20% in 2021. I hope everybody is doing well. We continue to see 2021 as a bridge year for our Spirit and the commercial aviation industry. Domestic air travel in the United States as well as many other regions of the world are starting to recover, which is encouraging, especially for narrow-body aircraft production rates. We are cautiously monitoring the COVID variant and its impact on this recovery, particularly with international travel. We expect international air travel will continue to recover at a slower pace, and therefore, wide-body programs will remain a headwind for the next few years. As we work through the second half of the year, we are starting to see the benefits of increasing narrow-body production rates. Now let's move to our second quarter 2021 results. Revenue for the quarter was $1 billion, up 55% from the same quarter of last year and approximately 11% above the first quarter of 2021. The revenue increase was primarily due to production on the 737 and A320 programs as well as increased revenue from the recently acquired A220 wing and Bombardier business jet programs. These increases were partially offset by the lower wide-body production rates resulting from the continued impacts of the COVID-19 pandemic on international air traffic. Overall deliveries increased to 243 shipsets compared to 159 shipsets in the same quarter of 2020. The second quarter 737 deliveries have increased to 35 compared to 19 shipsets delivered in the second quarter of last year. We still expect to deliver around 160 shipsets during the year. Additionally, second quarter A320 deliveries increased to 96 compared to 69 shipsets delivered in the same period of last year. Let's now turn to earnings per share on slide four. We reported earnings per share of negative $1.30 compared to negative $2.46 per share in the same period of 2020. Adjusted earnings per share was negative $0.31 compared to earnings per share of $2.28 in the second quarter of 2020. Adjusted earnings per share excludes acquisition costs, restructuring costs, noncash voluntary retirement plan charges and deferred tax asset valuation allowance. Looking at the operating margin, we saw improvement in the second quarter to negative 10% and compared to negative 57% in the second quarter of 2020. The cost-reduction actions we have taken over the last year, along with increasing production rates, have contributed to the improved results with lower cost and expenses, including excess capacity, restructuring and abnormal COVID-19 costs. We also recognized lower forward loss charges compared to the same period last year. In the second quarter, we recognized forward loss charges of $52 million, primarily driven by engineering analysis and rework on the 787 program compared to forward loss charges of $194 million in the same period of 2020. Additionally, the increase in other income is primarily related to Belfast pension plan and the absence of voluntary retirement expenses recognized in the second quarter of 2020. I do want to mention that there was a revaluation of deferred tax assets during the second quarter of 2021 due to a future increase of the United Kingdom's corporate tax rate. This resulted in an income tax benefit of approximately $55 million. This benefit is included in both GAAP and adjusted EPS. The revaluation of deferred tax assets, along with the adjustments related to tax law changes and other state tax impacts, resulted in incremental adjustments to the valuation allowance. As a reminder, the valuation allowance is a noncash item. Earlier this week, Spirit received the latest 787 program demand from Boeing. Based on our preliminary assessment, we expect to incur an incremental forward loss of approximately $40 million to $60 million in the third quarter of 2021 due to the impact of reduced production volumes and the corresponding amount of fixed overhead absorption applied to lower deliveries. Due to the timing, this is considered a subsequent event and is not reflected in our second quarter financial statements. Now turning to free cash flow on slide five. Free cash flow for the quarter was negative $53 million compared to negative -- $249 million negative in the same period of 2020. This year-over-year improvement is primarily due to cost-reduction actions, increased production volume and favorable working capital management. The second quarter cash from operations also reflect an improvement of $142 million as compared to the first quarter of '21. Excluding the cash interest payments of approximately $80 million made during the second quarter, cash from operations was positive $51 million. We expect the second half of this year to improve as single-aisle production rates continue to increase. Despite the additional challenge of the 787 program, we continue to expect free cash flow for the year to be between negative $200 million and $300 million. Let's now turn to our cash and debt balances on slide six. We ended the second quarter with $1.3 billion of cash and $3.6 billion of debt. In February, we paid $300 million floating rate notes early, and we remain on track to repay $1 billion in debt during the next three years. The timing will be in line with air traffic and narrow-body production rate recoveries. The cadence of the global recovery from the COVID-19 pandemic could result in fluctuations in our cash flows from period-to-period. Now let's turn to our segment performance on slide seven. In the second quarter, fuselage segment revenues were $492 million, up 51% compared to the same period of 2020, primarily due to higher production volumes on the 737 and Bombardier business jet program, partially offset by lower production volumes on the 787 program. Operating margin for the quarter was negative 7% compared to negative 77% in the same period of the prior year, primarily due to increased 737 production volumes and the resulting decrease in excess capacity costs as well as less net forward losses in the absence of a loss on disposal charges. The fuselage segment recorded $4 million of favorable cumulative catch-up adjustments and $36 million of net forward losses during the quarter, primarily due to the 787 program. Propulsion revenue in the quarter improved to $242 million, up 43% compared to the same period of 2020, primarily due to higher revenue on the 737 program and aftermarket sales, partially offset by decreased volume on the 777 program. Despite the challenging environment, operating margin for the quarter was positive 12%. This is compared to negative 10% in the same quarter of 2020. Increased 737 production and the resulting decrease in excess capacity costs as well as less forward loss charges were the main drivers to the improvement in the segment profitability. The segment recorded $6 million of favorable cumulative catch-up adjustments and $9 million of forward losses. High production volumes on the 737, A220 and A320 programs were the main contributors to the increase in wing revenue to $259 million. Operating margin for the quarter was negative 6% compared to negative 35% in the second quarter of 2020. The increases in segment profitability and operating margin were primarily a result of increased A320 production volume as well as less forward losses compared to the same period of 2020. The segment recorded $8 million of net forward losses. In closing, we are encouraged by the recovery in domestic air traffic demand. We anticipate improved performance through the second half of the year as narrow-body production rates continue to increase. Increasing narrow-body rates should also create positive momentum going into 2022. Additionally, we are pleased to see the progress made so far on our aftermarket business jet and defense diversification efforts. Integrating our acquisitions and expanding our diversification continue to drive long-term growth potential. Cash flows remain a top priority for our team, and we are actively working on the execution of our cost and working capital initiatives. We are also monitoring the remaining regulatory approvals needed for the 737 MAX return to service. And in addition, we are encouraged by the domestic aerospace recovery from the COVID-19 pandemic. We continue to see improvement in domestic air traffic, which has translated to improved production rates for our narrow-body aircraft versus 2020. For the year, we expect to deliver 160 737 shipsets, up from just 71 in 2020. This quarter, we also continued work with Boeing to address fit and finish issues on the 787 program, and we'll continue to coordinate with them to complete all necessary rework. The recovery in narrow-body production is supporting better overall performance. We're also encouraged by the continued growth in our aftermarket, business jet and defense programs. We are maintaining our 2021 free cash flow guidance of negative $200 million to $300 million. ","q2 loss per share $1.30. q2 adjusted loss per share $0.31. spirit aerosystems - as a result of ongoing engagement with boeing on 787 program, identified additional issue in forward section of fuselage. recognized a $46 million forward loss on 787 program in this quarter. spirit aerosystems - expects to incur incremental forward loss of about $40 to $60 million in q3 of 2021. " "Some of these factors and cautionary statements are discussed in the company's public filings and reports, which are available on the SEC or the company's corporate website. Now I would like to turn the conference over to Karen Colonias, Simpson's President and Chief Executive Officer. I'm pleased to discuss our results with you today. I'd like to first begin with a high level summary of our first quarter financial performance and we'll then turn to a more detailed discussion on the coronavirus pandemic, the impact it has had on our business and the actions we are taking to address this unprecedented situation. We delivered a solid first quarter, operationally and financially. Sales of $283.7 million increased 9.4% over the first quarter of 2019 and were driven by higher sales volume in North America. Sales volumes increased primarily due to milder weather conditions in our key markets compared to a year ago which was an unusually cold and wet winter. Sales were partially offset by weaker conditions in Europe, which was impacted by the COVID-19 beginning in mid-March. Our gross profit margin was strong at 45.7%, an improvement of 320 basis points year-over-year. This was largely due to sales mix and decreased material costs. Our gross margin coupled with the relatively flat operating expenses, help generate operating income of $49.4 million, up 64.4% year-over-year and strong earnings of $0.83 per diluted share, up 66% year-over-year. Brian will provide additional details on our Q1 performance shortly, but now let me turn to discussion of the COVID-19. Our hearts go out to all of those who have been impacted by the coronavirus pandemic. The health and safety and well-being of our employees, their families, our customers and our communities is our top priority, and is at the forefront of every decision we make. We took immediate action at the onset of this crisis to enact rigorous safety protocols in all of our facilities, by improving sanitation measures, implementing mandatory social distancing, reducing on-site staff to staggered shifts and scheduled and remote working where possible and restricting visitor access to our location. As of today, all of our US manufacturing facilities remain operational in accordance with the applicable shelter-in-place orders as suppliers of businesses deemed essential, including hardware stores and other building material companies. However, two of our larger European operation in the United Kingdom and France were ordered to cease nearly all operations in late March, forcing us to temporarily furlough many of those affected employees. We have every intention of being able to bring those employees back to work, when the timing is right. Over the years, we've built a strong brand reputation with a loyal customer base and talented group of employees, and we have every intention of protecting that to ensure we can continue to service our customers, while operating in accordance with the local government regulations. Importantly, we have not experienced any supply chain disruptions related to the COVID-19 and have been able to meet our customer needs. In the month of April, sales declined compared to March levels due to lower demand from the anticipated slowdown in housing starts and general construction activities. While this situation is highly unique and unlike any other downturn we've experienced in the past, we believe we are well positioned to emerge on the other side from a position of strength. If you look back to 2008 and 2009 during the financial crisis, which was accompanied by a drastic decline in US housing starts and a simultaneous 28% drop in sales. You'll see that our strong balance sheet played a major role in supporting our business through this recovery period. Today, our balance sheet provides us with ample liquidity to support our day-to-day operation. We ended the quarter with $305.8 million in cash on hand, after drawing down $150 million on our revolving credit facility as a precautionary measure to preserve financial flexibility and ensure our working capital needs will be met in light of the current uncertainty, stemming from the COVID-19 pandemic. Importantly, following the 2009 crisis, we made significant strategic changes to our business, to ensure our foundation will be even stronger in the event of a future recession. These actions included diversifying our business to be less reliant on US housing starts, by making key investments in adjacent products and markets. More recently, we've taken significant steps to rationalize our cost structure over the past three years in connection with our 2020 plan goals. We've been able to operate more efficiently, as evidenced by our 250 basis point improvement in our total operating expenses as a percent of sales for the first quarter of 2020 compared to the first quarter of 2019. Given the level of uncertainty regarding the long-term impact of COVID-19, including market conditions and demand trends, we have proactively taken additional measures to ensure we maintain our strong financial position. Beginning in the second quarter, we've implemented a hiring freeze and will focus on employees retention and adjust and employee hours based on lower production levels in the near term. In addition, our discretionary expenses including employee travel and spend on certain consultant-related projects have been significantly reduced, as we abide by the shelter-in-place orders throughout our operations. Turning to capital allocation. Our strategy has shifted in the recent months, focus more on cash preservation until this crisis passes. As a result, we are reducing our planned capital expenditures to be used only for projects that are required for repair or maintenance or to address potential safety issues in our factories. In addition, we are being highly selective in regard to inventory purchases in the current environment in line with our goal to improve our inventory balance through careful management and purchasing practices. That said, you will notice inventory dollars on our balance sheet at March 31 increased compared to the level at December 31. This is primarily to support the rollout of significant new customer in the second quarter of 2020. Absent the impact of this new customer, our total inventory dollars and pounds on-hand, including finished goods, would have been down compared to the levels as of December 31. We look forward to providing more details on this rolled out on our upcoming second quarter conference call. In regard to stockholder return activities, year-to-date as of April 25, we paid over $20 million in dividends to our shareholders and repurchased more than 900,000 shares of our common stock at an average price of $69.46 per share for a total of $62.7 million. However, given cash conservation is our priority in this current environment, we are suspending our share repurchase program until further notice. Finally, before I conclude, I'd like to highlight that we completed the final phase of the SAP implementation in our major US sales organization during the first quarter of 2020 with the successful on boarding of our Stockton manufacturing facility. We now have all of our US based sales organizations transitioned over to SAP. As of today, we still anticipate a companywide completion goal at the end of 2021, however, we will continue to monitor and update our timeline should stay at home orders remain in place for a prolonged period of time. In summary, we are pleased that we have delivered strong first quarter results. Since the COVID-19 pandemic began toward the end of the first quarter, we've begun to operate in a highly difficult and unpredictable environment that has shaken our global economy. In terms of our 2020 plan, while the operating environment has made it difficult to predict, with these financial targets remain achievable by the end of the fiscal 2020, we continue to execute based on the same underlying principle of focusing on operating efficiencies and cost savings to guide us through this pandemic as we move forward. In a world filled with so much uncertainty, I can say that we believe our business is very well positioned to weather the current storm as a result of our focus on elements that we can control, including upholding a best-in-class customer experience and manufacturing high-quality trusted products, maintaining overall financial flexibility by ensuring we have ample liquidity and remaining conservative in our capital allocation approach with focus on cash preservation in the near-term. I'm pleased to discuss our first quarter financial results with you today. Now turning to our results. As Karen highlighted, our consolidated sales were strong, increasing 9.4% to $283.7 million. Within the North American segment, sales increased 12.5% to $249.1 million due to higher sales volume supported by stronger housing starts compared to the wet winter, weather conditions we experienced a year ago. US housing starts grew 22% in the first quarter versus the comparable period last year, notably in the west and south where we provide a meaningful amount of content in the home starts grew 27% and 19%, respectively year-over-year. In Europe, sales decreased 8.5% to $32.7 million, mainly due to lower sales volume in our concrete business. In addition, first quarter sales were slightly impacted by our facilities in France and the United Kingdom which experienced government mandated restriction orders on operations in March for safety precautions in response to COVID-19. As a result, these locations were operating with minimal activity to comply with the orders. Europe sales were further negatively impacted by $1.0 million from foreign currency translations, resulting from Europe currencies weakening against the United States dollar. In local currency, Europe sales were down approximately 5.5% for the quarter. Wood Construction products represented 86% of total sales compared to 84% and Concrete Construction products represented 14% of total sales compared to 16%. Gross profit increased by 18% to $129.7 million, resulting in a gross margin of 45.7%. Gross margin increased by 320 basis points, primarily due to lower material and factory and overhead costs as a percent of sales on increased production, offset partially by higher labor, warehouse and shipping costs. On a segment basis, our gross margin in North America improved to 47.7% compared to 44.4%, while in Europe, our gross margin improved slightly to 32.7% compared to 32.3%. From a product perspective, our first quarter gross margin on wood products was 45.4%, compared to 42.3% in the prior year quarter, and was 42.5% for concrete products compared to 39% in the prior year quarter. Now let's turn to our first quarter costs and operating expenses. Research and development and engineering expenses increased 9% to $13.4 million, primarily due to increased personnel costs and cash profit sharing expense. Selling expenses increased nearly 2% to $28.5 million, primarily due to increased personnel costs and commissions in cash profit sharing, partially offset by lower stock-based compensation and advertising and promotion expenses. On a segment basis, selling expenses in North America were up 2% and in Europe they increased nearly 2%. General and administrative expenses decreased 3% to $38.5 million, primarily due to decreases in professional and legal fees and stock-based compensation. Partially offsetting these decreases were increases in personnel costs, cash profit sharing, bad debt reserve adjustment and intangible amortization expense. On a segment level, general and administrative expenses in North America decreased 5%. In Europe, G&A increased by nearly 6%. Total operating expenses were $80.4 million, a slight increase of $0.5 million or approximately 1%. As a percentage of sales, total operating expenses were 28.3%, an improvement of 250 basis points compared to 30.8%. Included in our first quarter operating expenses were SAP implementation and support costs of $3.4 million compared to $2.4 million in the prior year quarter. Since the project inception, we've capitalized $19.7 million and expense $29.3 million in total, as of March 31, 2020. Our strong gross margins helped drive a 64% increase in consolidated income from operations to $49.4 million compared to $30 million. In North America, income from operations increased 63% to $53.6 million due to higher sales and lower operating expenses. In Europe, loss from operations was $1.7 million compared to a loss of $0.4 million due to lower sales and higher severance and amortization expense. On a consolidated basis, our operating income margin of 17.4% increased by approximately 580 basis points. The effective tax rate decreased to 21.3% from 22.5%. Accordingly, net income totaled $36.8 million or $0.83 per fully diluted share compared to $22.7 million or $0.50 per fully diluted share. Now turning to our balance sheet and cash flow. At March 31, 2020, cash and cash equivalents were $305.8 million, an increase of $192.4 million compared to our levels at March 31, 2019 largely due to the aforementioned decision to draw down $150 million on our revolving credit facility. This action was taken as a prudent measure in order to increase our cash position and preserve financial flexibility in light of current uncertainty, resulting from the COVID-19 outbreak. The proceeds from the borrowings will be available to be used for working capital, general corporate or other purposes as permitted by the Credit Facility. We have approximately $150 million of remaining borrowing capacity under our revolving credit facility. We generated cash flow from operations of $16.8 million for the first quarter of 2020, an increase of $7.1 million or 74%. We used approximately $6.8 million for capital expenditures, which included a minimal amount for our ongoing SAP implementation project. We also spent $10.2 million in dividend payments to our stockholders. And on March -- excuse me, on April 23, our Board of Directors declared a quarterly cash dividend of $0.23 per share which will be payable on July 23 to stockholders of record as of July 2. To date, there remains a significant amount of macroeconomic uncertainty regarding the coronavirus pandemic, including an overall lack of visibility into future market conditions, including the US housing starts, a leading indicator for a significant for a significant amount of our business. Based on these factors, we have chosen to withdraw our previously provided full year 2020 outlook as well as the financial targets associated with our 2020 plan. In closing, we're very pleased with our first quarter results. We believe our significant market share, geographic reach and diverse product offering combined with our ongoing cost saving initiatives from our 2020 plan strong balance sheet and near-term focus on cash preservation will play Simpson in a position of strength when shelter in place orders begin to be lifted. We are confident in our ability to maintain our operations during this difficult time as long as we are able to continue operating as a supplier of central businesses and believe we are well positioned to support future demand trends once the COVID-19 pandemic passes. ","q1 earnings per share $0.83. q1 sales $283.7 million versus refinitiv ibes estimate of $274.8 million. withdrawing 2020 plan targets and financial outlook due to covid-19. ended quarter with nearly $306 million in cash on hand after drawing down $150 million on $300 million revolving credit facility. simpson manufacturing co - in late march, 2 of co's european manufacturing facilities in united kingdom, france were ordered to cease nearly all operations. " "Such statements are based on certain estimates and expectations and are subject to a number of risks and uncertainties. We encourage you to read the risks described in the company's public filings and reports which are available on the SEC or the company's corporate website. Now I would like to turn the conference over to Karen Colonias, Simpson's President and Chief Executive Officer. I'll begin with the summary of our key second quarter performance, drivers and initiatives. Brian will then walk you through our financials and updated full year 2021 business outlook in greater detail. We experienced strong business momentum in the second quarter, generating net sales of $410.3 million which grew 18% over the prior quarter and 25.8% over the prior year period. Sales growth was primarily driven by the implementation of two product price increases during the quarter along with marginal increases in sales volume. Throughout the quarter, we were very pleased to be able to continue meeting the needs of our customers by providing them with our trusted product solutions typically within 48 hours or less. This is despite the current environment marked by the increasing prevalence of global supply chain constraints, limited steel availability and a tight labor market. The recent price increases we implemented drove significantly higher gross margins for the second quarter, which increased to 47.9% from 46.7% in the prior quarter and 45.9% in the year ago period. As a result, our income from operations improved to $101.7 million and led to strong earnings per diluted share of a $1.66. Looking at our sales results in more detail, the majority of the increase we experienced both sequentially and over the prior year period was a result of two price increases that became effective during the second quarter. These price increases were in direct response to rising material costs. Effective April 5, we implemented price increases ranging from 5% to 12% depending on the product mix for certain of our wood connectors, fasteners, and concrete products in the U.S. On June 16, a second price increase ranging from 6% to 12% primarily on our wood connector products in the U.S. also went into effect. As the price of steel continued to rise throughout the second quarter, we announced a third price increase in June in the range of 7% to 15% across a variety of our product lines in the U.S. which will become effective for most customers in mid-August. Consistent with our historical business practice, our customers received at least a 60-day advance notification for price increases along with a clause that reduces significant pre-buying. This enables us to manage our inventory levels in this challenging market. Importantly, while we expect these price increases will support our gross margin levels throughout the remainder of fiscal 2021, our gross margins in the first half of 2021 reflect an average cost of steel sourced prior to or earlier into this surge in steel market together with steel purchased more recently at significantly higher prices. These higher prices are in the range of more than double those earlier costs. We are continuing to acquire higher priced raw materials which we currently anticipate will result in gross margin compression beginning in late fiscal 2021 and into fiscal 2022. Brian will discuss this impact in more detail during his remarks. Turning back to our sales performance, we experienced mixed trends in the various forms of distribution channel we serve including our home center channel and other distribution channels to contractors and lumber yards. While our momentum with home centers continued, our sales reflected a high-teens percentage decline in this channel year-over-year given the challenging comparison with lapping the return of Lowe's as a home center customer in the second quarter of 2020. As a reminder, the home center channel includes both our home centers, as well as co-op customers and is where we see much of our repair and remodel and DIY business. Last year, we experienced elevated volume levels as we began our load-in and shipped our connector products into Lowe's stores. We expect to experience a similar trend next quarter as we lap the elevated volumes from our mechanical anchor and fastener load-ins at Lowe's in the third quarter of 2020. Offsetting the decline in the home center channel was double-digit growth in our other distribution channels during the quarter. This was due to the aforementioned sales price increases and ongoing strength in demand for our products which benefited from upward trends in U.S. housing starts. As we generally experience a multi-month lag in demand from the time of housing starts the second quarter reflected strength in the housing starts during the first quarter of 2021, which grew by nearly 9% year-over-year. Finally in Europe, our second quarter sales improved over the prior year on a local currency basis given strengthening demand compared to the prior year where we experienced government mandated COVID-19 related closures, which resulted in lower sales volumes. Sales in Europe were also supported by our ability to continue meeting out customer needs due to our solid inventory management practices amid broader supply chain shortages. I'll now turn to a high level discussion on our three growth initiatives, which we first introduced earlier this year during our Virtual Analysts Investor Day event on March 23. Our growth initiatives focus on the following five markets, which I'll name in no particular order of priority; OEM, which is Original Equipment Manufacturers, repair, remodel and do it yourself; mass timber, concrete and structural steel. Importantly, we currently have existing products, test results, distribution and manufacturing capabilities in place for all five of our growth initiatives. In these markets, we are focused on organic growth opportunities through expansion into new markets within our core competencies of wood and concrete products, as well as inorganic growth opportunities through licensing, purchased IP and traditional M&A. In order to appropriately grow in the first three markets, that would be the OEM, DIY, R&R and Mass Timber, we aspired to be a leader in the engineered low-graded construction fastening solutions given each of these markets have a broader product opportunity within Fastenings Solutions. In addition, we're striving to be a stronger leader in building technology by continuing to provide innovative tools and solutions that both help our customers with design and options management, while simultaneously enabling them to select and specify the right Simpson solution for the job. We expect technology advancements would drive enhanced growth in all of our key growth initiatives as well as across all of Simpson in general. Today, each of our growth initiatives are in a different stage of development. We are confident in our ability to execute them based on our strong business model which emphasizes engineering expertise, deep-rooted relationships with our top builders, engineers, contractors, code officials and our distributors, along with our ongoing commitment to testing, research and innovation. We believe these initiatives will continue to position Simpson for above-market growth and we'll keep you apprised of any significant updates as they arise. Finally, I'd like to take a brief moment to touch on our capital allocation strategy. As our business continues to generate strong cash flow, we remain focused on appropriately balancing our growth and stockholder return priorities. We will prioritize investing in our growth initiatives in areas such as engineering, talented market and sales personnel and testing capabilities. M&A also remains a high key area of focus in order to expand our product lines and develop complete solutions for the markets in which we operate as well as potential M&A opportunities in areas of direct alignment or support on our key growth initiatives. To assist with these efforts, we're looking to other avenues such as venture capital expertise to help identify potential strategic acquisitions or investments including innovative technologies of interest in the building space. In regard to stockholder returns, during the quarter, our board of directors approved the change to our capital return threshold to 50% of Simpson's free cash flow as compared to our previous threshold of 50% of our cash flow from operations. This change was made to better align our capital return thresholds with our growth initiative strategies and investments. We remain committed to returning value to our stockholders in the form of opportunistic share repurchases and dividends moving forward. In summary, we are very pleased with our strong second quarter financial and operational performance. Looking ahead to the second half of the year, we expect to build on the continuing momentum we are experiencing including strong housing starts. We look forward to continuing to provide our customers with Simpson's industry-leading solutions supported by our long-standing relationships, technical and field support, strong inventory position, and consistent product availability. I'm pleased to discuss our second quarter financial results with you today. Now turning to our results, as Karen highlighted, our consolidated net sales increased 25.8% to $410.3 million. Within the North America segment, net sales increased 22.2% to $350.6 million primarily due to product price increases that took effect in April and June of 2021 in an effort to offset rising material costs along with marginally higher sales volumes. We also continue to benefit from solid trends in our distributor channel, which reflected increased demand from ongoing strength in U.S. housing starts. In Europe, net sales increased to 51% to $56.4 million primarily due to higher sales volumes compared to last year's COVID-19-related slowdown. Europe sales also benefited by approximately $5.3 million of positive foreign currency translations resulting from some Europe currencies strengthening against the United States dollar. Wood construction products represented 87% of total sales compared to 86% and concrete construction products represented 13% of total sales compared to 14%. Consolidated gross profit increased by 31.1% to $196.4 million which resulted in a stronger Q2 gross profit margin of 47.9% compared to last year. Gross margin increased by 200 basis points primarily due to the price increases Karen discussed earlier, which were partially offset by higher material costs. On a segment basis, our gross margin in North America increased to 49.9% compared to 47.4%. While in Europe, our gross margin increased to 36% compared to 35.1%. From a product perspective, our second quarter gross margin on wood products was 47.4% compared to 46.2% in the prior-year quarter and was 47.5% for concrete products compared to 40.7% in the prior-year quarter. Now, turning to our second quarter costs and operating expenses. As a reminder, last year, we curtailed expenses in light of the COVID-19 pandemic. As a result, total operating expenses were $94.7 million, an increase of $17.1 million or approximately 22%. As a percentage of net sales, total operating expenses were 23.1% compared to 23.8%. Research and development and engineering expenses increased 16.2% to $14.2 million primarily due to increased personnel costs, cash profit sharing and professional fees. Selling expenses increased 23.6% to $33.2 million due to increased personnel costs, sales commissions travel and entertainment expenses and professional fees. On a segment basis, selling expenses in North America were up 20.3%; and in Europe, they were up 36%. General and administrative expenses increased 22.7% to $47.4 million primarily due to personnel costs, cash profit sharing and professional and legal fees offset by a lower stock-based compensation. Our solid top line performance combined with our stronger Q2 gross margin helped drive a 40.9% increase in consolidated income from operations to $101.7 million compared to $72.2 million. In North America, income from operations increased 31.8% to $95.1 million, primarily due to increased gross profit, partly offset by higher operating expenses. In Europe, income from operations increased 117.8% to $5.9 million primarily due to increased sales volumes and gross profit. On a consolidated basis, our operating income margin of 24.8% increased by approximately 270 basis points from 22.1%. Our effective tax rate increased to 26.9% from 25.8%. Accordingly, net income totaled $72.5 million or $1.66 per fully diluted share, compared to $53.5 million or $1.22 per fully diluted share. Now turning to our balance sheet and cash flow; our balance sheet remained healthy with ample liquidity to operate our day-to-day operations. At June 30, cash-and-cash equivalents totaled $305.8 million, a decrease of $9.7 million compared to June 30, 2020. As of June 30, 2021, the full $300 million on our primary credit line was available for borrowing and we remain debt free mostly unchanged from year end. Subsequent to the end of the quarter, we entered into a fourth amendment to our credit facility, which extended the terms of the agreement from July 23, 2022 to July 12, 2026 and modified certain covenants to provide us with additional flexibility. Our inventory position of $310.3 million at June 30 increased by $13.6 million from our balance at March 31, primarily due to the increases we saw in steel prices over the first half of the year, partially offset by a reduction in pounds on-hand. We continue to carefully manage raw material inventory purchases in the environment of rising costs and limited supplies, all while striving to maintain our high levels of customer service and on-time delivery standards. As a result of our improved profitability and effective working capital management, we generated strong cash flow from operations of $63.8 million for the second quarter of 2021, an increase of $38.9 million or 156%. We used approximately $8.8 million for capital expenditures during the quarter and paid $10 million in dividends to our stockholders. Additionally, I'm pleased to announce that on July 14, 2021, our board of directors declared a quarterly cash dividend of $0.25 per share. The dividend will be payable on October 28, 2021 to stockholders of record as of October 7, 2021. As a reminder, in early May, our board of directors approved $0.02 or 8.7% increase in our dividend per share. We are pleased to have increased our quarterly dividend, reflecting our strong financial performance and continued commitment to returning capital to stockholders. Prior to this, we had last raised our quarterly dividend by $0.01 or 4.5% per share in April 2019. We did not increase our dividend in 2020 as a result of our focus on cash preservation at the onset of the COVID-19 pandemic. As of June 30, 2021 we had the full amount of our $100 million share repurchase authorization available, which remains in effect through the end of 2021. Given our confidence in our business and our expectation that our strategic initiative will continue to drive improved operational performance and a higher return on invested capital, we expect we'll remain both active and opportunistic as it relates to share repurchase activity. Based on business trends and conditions as of today, July 26, we are updating certain elements of our guidance for the full year ending December 31, 2021 as follows. We are tightening our operating margin outlook to now be in the range of 19.5% to 21% compared to our previous estimate of 19.5% to 22%. The current outlook reflects two quarters of actual results, the impact of our recent price increase announcement, rising raw material input costs, and the stronger than anticipated demand trends that we've been experiencing in 2021. In addition, we continue to expect our effective tax rate to be in the range of 25% to 26% including both federal and state income tax rates. And finally, we are updating our capital expenditure outlook. For 2021 we have authorized capex in the range of $55 million to $60 million including approximately $15 million to $20 million that will be used for safety and maintenance capex. At this time, only a small amount of our capex spend is related to pursuing our growth initiatives Karen outlined earlier in the call. I'd also like to provide some additional commentary regarding our margin expectations for the remainder of fiscal 2021 and fiscal 2022. Based on our current expectations, we are anticipating continued raw material cost pressure in late 2021 and into 2022. As Karen noted, our gross margins in the first half of 2021 reflect an average cost of steel sourced prior to or early into the rising steel market together with steel purchased more recently at much higher prices. As we work through our on-hand inventory and continue to continue to buy raw material at these much higher prices, our anticipated costs of goods sold are expected to increase significantly in the back half of fiscal 2021 and into 2022 even if prices for raw material begin to decline, which will adversely affect our margins as the impacts from averaging raw material costs typically lags our price increases. As a result, we currently expect a roughly 300-basis-point to 400-basis-point decline in operating margins for the full-year 2022 when compared to 2021. Despite near-term pressures, we continue to focus on the long-range view, a key company value put in place by our Founder, Barclay Simpson. As discussed during our Analyst and Investor Day, we continue to believe we can maintain an industry-leading operating margin in the high teens range annually in the long term, a key goal in our five-year company ambitions. In summary, we're very pleased with our solid second quarter financial results and operating performance. We remain confident in our ability to execute against our strategic, operational and financial initiatives along with being able to support current and future demand trends. We look forward to updating you on progress in the coming quarters. As Brian mentioned in summary, we are very pleased with our second quarter results. We continue to manage the key areas of our business that we can control while navigating the current macroeconomic environment, which is characterized by our ongoing rise in steel prices. While these factors will result in a notable compression to our margins in fiscal 2022, we remain confident in our ability to achieve our five-year company ambitions that we unveiled at our Analyst Investor Day in March. Our first ambition is we want to strengthen our values-based culture. Our Simpson's strong tie employees are our most important asset and we will continue to engage with them to ensure relentless customer focus that they're involved in leadership programs and instill a safety-first culture. Second, we want to be a partner of choice in all aspects of our business. Third, we strive to be an innovative leader in our products categories. Fourth, we aim to continue our above market growth relative to U.S. housing starts. This, we will continue to target an operating income margin that remains within the top quartile of our proxy peers. While we expect increases in our operating expenses in the near-term to support our growth initiatives, our goal over the long-term is to expand our operating income margin from historical averages supported by enhanced revenue from our growth initiatives. And finally, we'll continue targeting a return on invested capital that remains in the top quartile of our proxy peers. We commend you for your dedication to safety and for working hard every day to achieve our mission of providing solutions to help people build and design safer, stronger structures. ","compname reports q2 earnings per share of $1.66. q2 earnings per share $1.66. q2 sales $410.3 million versus refinitiv ibes estimate of $395.9 million. updating full year 2021 financial guidance. 2021 capital expenditures are estimated to be $55 million to $60 million. " "I do have a few words of caution before we open for comments. STERIS' SEC filings are available through the company and on our website. Additional information regarding these measures, including definitions, is available in today's release as well as reconciliations between GAAP and non-GAAP financial measures. With those cautions, I will hand the call over to Mike. For the quarter, constant currency organic revenue increased 12%, with growth across all segments. Growth was driven by organic volume as well as 130 basis points of price. To assist you with your modeling, I will share some color on the acquisition revenue contribution within the Healthcare segment. Of the approximately $220 million in acquired revenue, about 65% is consumable revenue from both Key and Cantel Medical, about 20% of the balance is capital equipment revenue, with the last 15% being service revenue. We will not be breaking that down any further as it is already difficult to differentiate some product lines as we are integrating the businesses quickly, and that challenge will only increase with each passing quarter. Gross margin for the quarter increased 120 basis points compared to the prior year to 46.2%, as favorable productivity, pricing and acquisitions were somewhat offset by higher material and labor costs. Combined, material and labor costs were about $10 million in the quarter, significantly higher than we were expecting. As we look at the second half of the fiscal year, we anticipate that higher material labor costs will continue to impact gross margin by approximately $20 million or more. EBIT margin for the quarter was 23.3% of revenue, an increase of 80 basis points from the second quarter of last year. As anticipated, we are starting to see some operating expenses, such as travel and sales and marketing costs, return somewhat limiting EBIT margin growth. The adjusted effective tax rate in the quarter was 22%, higher than last year, but in line with our expectations for the full fiscal year. Net income in the quarter increased to $200.3 million and earnings per share were $1.99. Our balance sheet continues to be a source of strength for the company. Our leverage ratio at the end of the second quarter is now below 2.8 times. As a reminder, we cash settled all of Cantel's convertible notes during the second quarter. The total cash settlement value was approximately $371.4 million. At the end of the quarter, cash totaled $383.5 million. During the first half, capital expenditures totaled $133.4 million, while depreciation and amortization was $201.7 million, reflecting recent acquisitions. Free cash flow for the first half was $135.8 million. As anticipated, this is a decline from last year due to costs associated with the acquisition and integration of Cantel Medical and slightly higher capital spending year-over-year. Our fiscal 2022 is shaping up to be another record year for STERIS. Our first half turned out to be stronger than we anticipated, with constant currency organic growth across the business. In particular, growth in our AST segment remained strong, with 23% constant currency organic growth year-to-date despite some tough comparisons in the second quarter of last year. Healthcare has also rebounded nicely, with 17% constant currency organic growth in the first half and record backlog of $311 million at the end of the quarter for the legacy STERIS products. Life Sciences consumables have stabilized, contributing 3% constant currency organic growth in the first half. And our capital equipment business backlog has grown to a record $98 million. Lastly, our newest segment, Dental, reported 10% growth for the quarter, in line with our expectations. Underlying our performance, procedure volumes in the U.S. have held steady as hospitals have learned how to manage through the pandemic. While we continue to see pockets of the world that are more limited in procedure volume due to COVID outbreaks, overall, we believe procedure volume is moving closer to pre-pandemic levels. We are cautiously optimistic about the coming months as COVID cases appear to have peaked and are now once again receding. Despite the more difficult comparisons, we expect revenue to stay strong in our second half as we continue to benefit from these trends. We also continued to make progress on the integration of Cantel in the quarter. The majority of our staffing changes have been made, aligning STERIS to better serve customers, positioning us for growth going forward and contributing to cost synergies. We are also making swift progress implementing Lean, and we are very pleased with how receptive our new colleagues are to our passion for continuous improvement. All said, we would expect to exceed our synergy cost targets for the year and also in total. Looking at the full year, while we are increasingly confident in our ability to achieve our improved outlook provided last quarter, we are not increasing guidance further at this time. While we overachieved earnings in the second quarter, we have a few offsets that will likely impact the back half of the year. On the revenue side, our comparisons do get a bit more challenging. And we do expect some headwinds from FX, in particular, from the euro and the pound. In addition, while our teams have done outstanding work to mitigate the supply chain challenges so far this year, it is difficult to predict the unknown implications the current environment may have on the second half of the fiscal year. All said, we are pleased with where we stand today and the underlying strength of our diversified business, and remain optimistic that if it were not for supply chain and inflation uncertainties, we would be at the high end or above our adjusted earnings per share guidance range for the full year. We look forward to continuing to update all of you on our progress. Grant, would you please give the instructions and we can get started on Q&A? ","q2 adjusted non-gaap earnings per share $1.99. reiterates fiscal 2022 outlook. " "We are pleased with the continued outstanding performance of all our business segments. In the second quarter, we delivered 61% growth in core FFO per share to $1.80 as compared to the second quarter of 2020 exceeding the high end of our guidance of $1.63 as our ongoing momentum accelerated beyond our forecasted expectations. Comparing to a non-COVID impact quarter our second quarter FFO per share was 53% greater than the second quarter of 2019. This outperformance, along with a positive outlook for the third and fourth quarters once again led us to raise our core 2021 FFO guidance range by $0.31 at the midpoint to $6.25 to $6.37 per share. The change is being driven by continued outperformance of transient RV, marinas, the sustained strength in our manufactured housing portfolio and our robust acquisition activity, particularly as we begin to realize the meaningful marina industry consolidation opportunity. Complementing our operational performance was Sun's well received inaugural unsecured bond issuance, following our investment grade rating from S&P and Moody's. We issued $600 million of senior notes in an oversubscribed offering in mid June. Sun' access to the bond market provides us with enhanced financial flexibility to most efficiently match fund our investment activities. With a healthy pipeline of internal and external growth opportunities we believe this was the right time for the step and we'll look to continue enhancing our credit metrics over time for improved ratings. For the quarter, same community NOI grew 21.6% over last year, reflecting the continued demand in each of our segments and our favorable strategic positioning to capture that demand. We entered the quarter with same community occupancy of 98.8%, a 160 basis point improvement over the second quarter of 2020 with manufactured housing same community NOI growing by 5.4% and RV same community NOI growing by 85.1%. Year-to-date we have filled more than 1,000 revenue producing manufactured housing and annual RV sites and have delivered more than 580 ground-up and expansion sites that will continue providing the runway for growth over subsequent quarters. New site deliveries, one of Sun's key levers that we anticipate continuing to contribute to a sustained growth profile and value creation. As of quarter end we had approximately 9,400 sites available for development that we anticipate delivering over time. We have also remained active in growing our portfolio, adding 18 properties in the second quarter and through this earnings call deploying over $719 million of capital and adding more than 5,000 sites, wet slips and dry storage spaces. This brings year-to-date acquisition volume to over $853 million across 28 properties. Our acquisition teams remain extremely active sourcing deals and channeling them through our underwriting process. We are very enthusiastic about the opportunities we are seeing across each of Sun's businesses. Our excellent reputation as a transaction partner and our structuring flexibility gives us access to off-market transactions across manufactured housing communities, RV resorts and marinas. Subsequent to quarter end we completed the disposition of two manufactured housing assets that no longer fit our core strategy. We sold these assets at a 4.3 cap rate, which we believe is a very positive indicator of the value and quality of our core portfolio. Our RV Resort business is benefiting from the demand for outdoor experiences. As we have been discussing throughout the pandemic, once travel restrictions began to lift, RV travel quickly emerged as a vacation option of choice. And importantly, even as broader travel has picked up it is clear that people who have experienced the benefits of RV travel and the quality and amenities that Sun Resorts offer are becoming repeat customers. There has been no waning of demand for RV vacationing even as other forms of leisure travel have become available and bounced back. As John will discuss, we are confident this segment will remain strong for several reasons, including a solid forward bookings for transient and our annual site conversions. In our Marina business results continue to track ahead of underwriting and we are in the midst of an active boating season. In summary, we are pleased with our results and optimistic about our outlook. We continue to achieve strong operational results and realize internal and external growth opportunities. Furthermore, with our equity raise in the first quarter and our recent bond issuance we are well-positioned to execute on each of these prospects. Our team members are the reason we continue to deliver the type of outperformance we have been discussing. We believe that one element of that success is our commitment to ESG matters, which are becoming increasingly woven into all aspects of our business. As part of that enhanced focus there is one element I wanted to highlight today. We are proactively adjusting our pay structure at the property level to ensure that pay is properly aligned with a number of factors including job responsibilities, tenure of service and appropriate living wages. While this is resulting in a payroll and expense increase, we are committed to making Sun the best employer, which will facilitate us, continuing to foster a dedicated, skilled and healthy team. Sun delivered a strong second quarter across the board, outperforming our prior expectations in RV, marinas and manufactured housing. Our results reflect the combination of the stability of our best-in-class portfolio as well as the incremental benefits of our growth initiatives across our three business lines. For the second quarter, combined same community manufactured housing and RV NOI increased 21.6% from the second quarter of 2020. The growth in NOI was driven by a 22.5% revenue gain supported by a 160 basis point increase in occupancy to 98.8% and a 3.3% weighted average rent increase. This was offset by a 24.7% expense increase compared to the second quarter of last year when we had implemented expense saving measures including furloughs of properties impacted by COVID-related closures. Same community manufactured housing NOI increased by 5.4% from 2020 and same community RV NOI increased by 85.1%. The RV growth reflects both the impact from the COVID-related delayed opening of 44 of our resorts on last year's results, as well as the incredibly strong transient demand this year. Given the stay at home orders that were in place during the second quarter of 2020 we think it is helpful to look at these results relative to the second quarter of 2019. For all of our comparisons to 2019 we're utilizing last year's same community pool of 367 communities. Compared to 2019, the portfolio's NOI CAGR was 9.7% and the CAGR for revenues and expenses were 8.5% and 5.9% respectively. The RV NOI CAGR was up by 18.6%, including a 19.6% increase in transient RV revenues. Looking at the most recent holiday weekends further illustrates how demand has escalated. For Memorial Day weekend RV revenue was up 39% compared to 2019. Similarly, for July 4 weekend revenue improved 35% compared to 2019 and 36.5% compared to 2020 driven by a 10.5% increase in occupancy and a 19% increase in average daily rate. We are pleased that so many new consumers have recently taken initial RV vacation. Moreover, we are confident that many of these vacationers have discovered the joy of RV travel and the quality outdoor experience at a Sun RV resort. Therefore even as other forms of travel have reopened or are deemed to be safe again, we are seeing demand persist through the second half of 2021. I would like to highlight a few metrics which illustrate the increasing interest in Sun Vacations and the engagement and loyalty of our guests. Traffic to our Sun RV resorts website was incredibly strong in the first half of 2021, up almost 80% from the first half of 2020 and 158% compared to 2019. Within this growth, we are seeing a shift to a younger audience with significant increase in guests aged 18 to 34. Our social media efforts are attracting the largest following and engagement in the industry with over 1.3 million followers on three of the largest social media platforms Instagram, TikTok and Facebook. A big element of a Sun Vacation is the community and the activities we provide and these channels are in an ideal way to continue to showcase what we offer and to nurture community element to drive repeat guests. From the same community perspective, first time guests to our resorts increased 80% during the first half of the year compared to 2019. We are also piloting a new RV resorts loyalty program where guests can earn points for stays and redeem them for benefits, discounts or free nights on future vacations. With the size of the Sun portfolio and the geographic variety we offer we believe this program will further encourage guests to choose the Sun RV Resort as their vacation destination. As we look to the back half of the year, our transient forecast is trending 15.2% ahead of our original 2021 budget. There are a number of dynamics supporting the continuation of these positive demand trends. One is the strong sale of new RVs. According to the RV Industry Association, 2021 RV unit sales are projected to be 34% higher than in 2020 and reach a new industry record. Additionally, there are a few promising venture-backed platforms including RVShare and Outdoorsy, which allow owners to rent their personal RVs providing a new option for consumers seeking outdoor vacation without the capital outlay of buying an RV. These platforms help activate otherwise idle RVs, which we believe will fuel additional demand for RV Resorts. With respect to the total MH and RV portfolio, in the second quarter we gained 583 revenue producing sites. Of our revenue producing site gains over 350 transient RV sites were converted to annual leases with the balance being added to our manufactured housing expansion communities. With the increase in RV guests we are able to realize the opportunity to convert transient sites to annual leases and achieve an average 50% increase in site revenues during the first year of conversions. Moving on to new construction, in the second quarter we delivered approximately 220 new sites, 100 of which were ground-up developments and 120 were expansion sites. The ground-up development deliveries include RV sites at our newly opened camp tempo outside of Austin and Texas Hill country. This marks the first delivery in a planned series of new ground-up family focused RV resorts within one of our JV partnerships. Those of you wondering, FIMFO stands for fun is more fun outdoors. These completed expansion and ground-up development sites will contribute to revenue growth in 2021 and beyond as they fill up and stabilize. Manufactured housing home sales in the second quarter is another area where we saw tremendous increase compared to the same period last year. Total sales volume was up approximately 90% year-over-year as we sold more than 1,100 homes in the quarter. Compared to 2019, this sales volume represents an increase of 25%. We believe the growth is due to a number of factors, including pent-up demand from limited home moves during the pandemic, the attainable nature of the homes in our communities in an increasingly tight real estate market, and lower relative increases for the construction and material costs of our product versus site-built housing. Average home prices during the quarter for new and pre-owned homes rose 11.6% and 23.3%, respectively, underscoring the overall geographic mix as well as sustained demand for our product and the strong desire to live in a high-quality Sun community. This favorable demand environment helped support attractive gross margin results for both new and pre-owned home sales, which expanded 50 basis points and 14.6 percentage points, respectively, compared to the prior year period. Additionally, brokered home sales volume was up 113% compared to the second quarter of 2020 with the average home value increasing by 26%. In terms of our operations, in our manufactured housing business, we are benefiting from sustained strength and fundamentals and demand for affordable housing. Applications to live in a Sun Community were up more than 20% compared to 2020 in the second quarter and year-to-date. Turning to the Marina business, we ended the quarter with 114 properties comprising nearly 41,300 wet slips and dry storage spaces, which includes the acquisition of four properties for approximately $423 million completed in the second quarter. Better-than-expected performance for the Marina portfolio continues to come from demand for wet slips and dry storage spaces. Same marina rental revenue growth for the portfolio of 75 properties owned and operated by Safe Harbor since the start of 2019 was almost 17% for the first half of 2021 over 2019. This is a CAGR increase in rental revenue of 9.7% for the quarter and 8% for the first half of 2021. Overall, the marinas are performing ahead of expectations and the Safe Harbor team continues to source attractive acquisitions as Gary discussed. According to the National Marine Manufacturers industry, both dealers are seeing record levels of demand. New boat sales reached a 13-year high in 2020, and they remain at elevated levels with most recent reported sales data through March 2021, up 30% compared to the 2020 average. In summary, we are very encouraged by our performance across all of our businesses year-to-date and our outlook for the remainder of the year. Secular demand trends are acting as a tailwind, and Sun has the platform and expertise to capture that demand and realize attractive growth. The combination of the favorable macro environment, along with the strategy Sun has been implementing for years, has positioned us very well to continue to execute on our initiatives, drive industry-leading growth and create long-term value for all stakeholders. Karen will now discuss our financial results in more detail. For the second quarter, Sun reported core FFO per share of $1.80, 60.7% above the prior year and $0.17 ahead of the top end of our second quarter guidance range. Outperformance was achieved across all business lines. Our manufactured housing business experienced higher-than-forecasted revenue, including rental home revenue and other community-related fees and charges as well as lower-than-expected operating expenses. Annual RV revenue as well as transient and vacation rental revenues drove strong results in the RV segment, partially offset by higher operating expenses including wages and benefits, utilities and supply and repair costs. And the marina business was bolstered by higher boat slip, storage and service revenues, offset by higher payroll costs as well as utility and repair costs. During the quarter and subsequent to quarter end, we acquired over $719 million of operating properties, bringing our year-to-date total to over $853 million, adding 28 properties totaling over 7,600 manufactured housing and RV sites, marina wet slips and dry storage spaces. To support our operations and growth activities, we have been active in enhancing our balance sheet and in capital markets activity, which provide the capacity and flexibility to pursue our ongoing growth pipeline. As Gary mentioned, we are pleased to have received investment-grade ratings with stable outlooks from both S&P and Moody's. We followed this news with a successful $600 million inaugural bond offering in mid-June. Additionally, during the second quarter, we drew on the remainder of the forward equity sales agreement we had entered into in March. We settled 4 million shares with net proceeds of $540 million, the majority of which was used to fund our acquisitions and pay down our line of credit. Finally, we recast our revolving line of credit agreement. We replaced the prior $750 million line and Safe Harbor's prior $1.8 billion line with a combined $2 billion revolver with a $1 billion expansion option. We ended the second quarter with $4.3 billion of debt outstanding at a 3.5% weighted average rate and a weighted average maturity of 10.4 years. As of June 30, we had $104 million of unrestricted cash on hand and a net debt to trailing 12-month recurring EBITDA ratio of 5.1 times. We are raising our full year 2021 core FFO guidance to a range of $6.25 to $6.37 per share, a $0.31 increase at the midpoint from our prior range, which represents year-over-year growth of 24% at the midpoint. Approximately $0.17 of the increase is due to our outperformance in the second quarter with the remainder due to contributions from our recent acquisitions and increased expectations across each of our businesses, particularly transient RV. This is offset by approximately $8 million of property level proactive wage increases for the remainder of the year, which Gary previously discussed, of which approximately half had been included in prior issued guidance. Additionally, we estimate an impact of $0.11 per share for the remainder of the year from the settlement of the forward equity offering completed in the second quarter. We expect core FFO for the third quarter to be in the range of $2 to $2.06 per share representing 27% year-over-year growth at the midpoint on top of the 10% growth we delivered in 2020 over 2019. We are also revising full year same community NOI growth guidance to a range of 9.9% to 10.7%, up 230 basis points from the previous midpoint of guidance of 8%. This revised NOI growth range is inclusive of the aforementioned increased property level payroll expenses. ","compname reports q2 core ffo per share of $1.80. q2 core ffo per share $1.80. sees fy core ffo per share $6.25 - $6.37. " "I hope you're doing well and staying safe. It's now a little over a year since I joined SolarWinds. The efforts of our team resulted in several highlights in our performance, which I'll go into shortly. As many of you are also aware, we held our annual Analyst Day meeting on November 10, 2021. During this virtual event, we described our portfolio and go-to-market plans for SolarWinds, our expanding market opportunity, which we believe will amount to approximately $60 billion by 2025; and our goal to achieve at least $1 billion in ARR by 2025, with a compounded annual subscription ARR growth north of 30% over that time period; and then building to EBITDA margins in the mid-40s. We believe this combination of top line scale, growth and strong profitability will put us in a small group of public software companies with a similar financial profile. As I mentioned earlier, we had several highlights in the fourth quarter of 2021. I'll touch on some of the highlights before turning it over to Bart for more color on the fourth quarter, as well as our financial outlook for the first quarter and full year of 2022. The continued relevance of our solutions, the execution abilities of our teams and the trust that our customers have in us were all on display during the fourth quarter. For the fourth quarter, we delivered revenues of $186.7 million, above the high end of the range we provided of $180 million to $184 million. Adjusted EBITDA was $78.4 million, representing an adjusted EBITDA margin of 42%, again, exceeding the high end of our outlook for the fourth quarter. Customer retention remained our top priority throughout 2021, and we made great progress toward this goal in Q4. Our trailing 12-month Q4 maintenance renewal rate of 88% was above the low- to mid-80% renewal rates we noted -- we expected in 2021. Based on our customers' loyalty and strong execution of our customer and go-to-market teams, we expect to return to our retention rates to improve in 2022 and approach our historical best-in-class levels in the low-90% range. Our continued focus on driving subscription-first resulted in an 18% year-over-year increase in subscription revenues in the fourth quarter, and we believe we are well-positioned to accelerate this level of growth moving forward. For the full year, we delivered $719 million of GAAP revenues, representing flat year-over-year performance relative to 2020; and adjusted EBITDA of $303 million, representing a 42% EBITDA margin while growing subscription revenue 19% year over year on a GAAP basis. We anticipate both our license and subscription revenues to grow in 2022, reflecting a recovery in sales to new and existing customers and further expanding our recurring revenue base. Our focus on delivering simple, powerful and secure solutions, combined with our still very early efforts to build out our system integrator and enterprise go-to-market motions as a result -- has resulted in continued ASP expansion and an increasing number of large deals. Specifically, our product and platform integrations combined with simplified packaging and pricing, delivered tremendous value to customers, resulting in multiple million dollar plus deals and an increasing number of $100,000 deals in 2021. Our efforts to transition our customers to our new SolarWinds' observability offerings was well received in the second half of 2021. While still very early, both customer adoption and subscription bookings have been very encouraging. Customers are looking to leverage their on-premises deployments while seamlessly connecting to the cloud, and we are providing them with the solution to accomplish their goal while modernizing their deployments and helping them accelerate their digital transformations. This subscription transformation to SolarWinds' observability will become a mainstay beginning in 2022. Our AIOps capabilities are being delivered on the same platform, further bolstering our customers' productivity by helping them to manage their deployments more simply to isolate issues efficiently and to remediate them quickly. We are unifying our application monitoring solutions to give customers even easier ways to deploy and consume them. Application monitoring will become an integral part of our SolarWind's platform. We believe our database monitoring solutions continue to lead the market with significant depth and breadth across functionality, platform and deployment support. Our volume of $100,000-plus deals has continued to grow alongside our SolarWinds' velocity motion. We intend to continue working closely with our hyperscaler partners like Azure and AWS to further accelerate our growth. Our service desk solutions are ideally suited for the mid-market, and we are accelerating our integrations most recently with Microsoft Teams. While we believe the stand-alone motion will continue to accelerate, our Service Desk solutions will become integral elements of the SolarWinds platform to support our automation and remediation capabilities. We continue to take our commitment to building a safer and more secure customer environment very seriously. To this end, we are working on all aspects of our Secure by Design initiative, which I detailed in 2021. Our teams recently published a white paper on our next-generation build systems, that is a result of our efforts to set a new standard in secure software development to engage with and contribute to open source efforts and to share what we have learned to help secure software supply chain practices. It is my hope that the entire industry will embrace these practices and together, we can enable our customers' digital transformation securely. Once again, I will discuss our SolarWinds results on a stand-alone basis. As most of you know, our spin of the N-able business was effective on July 19, 2021. Therefore, their results are reflected as discontinued operations in our fourth quarter and full year financial results. Also, a quick reminder that the guidance for the fourth quarter that I provided in October did not include any impact from N-able as the spin has been completed prior to the start of the fourth quarter. In addition, our public filings will present N-able as discontinued operations in prior periods for better comparability. At the start of 2021, we determined not to provide full year guidance, given the uncertainty we faced at that time as a result of the cyber incident, the ongoing impact of the COVID-19 pandemic and the potential timing of the spin-off of our N-able business. As we discussed in our Q4 2020 earnings call, while we felt it was too early to predict a range of outcomes with our usual level of precision, we were encouraged by the recent customer engagements and focused on customer retention and maintaining renewal rates above 80%. Reflecting back on the year, despite the significant challenges we faced, we are pleased with our performance and expect to improve upon it in 2022. Although we had indicated that we expected maintenance renewal rates to be in the low- to mid-80s, we ended the year with renewal rates at approximately 88% for 2021. We also saw new sales improve as we moved through the year in our commercial business, and our fourth quarter financial results reflect another quarter of improving execution. That execution led to another quarter of better-than-expected financial results with total revenue ending at $186.7 million, well above the high end of our total revenue outlook of $180 million to $184 million. For the fourth quarter of 2021, there was no impact to purchase accounting on revenue, so our GAAP total revenue is equivalent to the non-GAAP total revenue measure we have historically reported. Total license and maintenance revenue was $152 million in the fourth quarter, which is a decrease of 3% from the prior year period. Maintenance revenue was $119 million in the fourth quarter, which is a decrease of 3% from the prior year. As we talked about at our Analyst Day, our maintenance revenue has been impacted by a combination of year-over-year declines in license sales for the past nine quarters and a reduction in our renewal rates in 2021. The trend of lower license sales intensified with the introduction of subscriptions of our licensed products in the second quarter of 2020, as well as the cyber incident in December of 2020 as well. We focus more of our efforts on longer-term customer success and retention. As I mentioned earlier, we are encouraged by the fact that our renewal rates remained higher than our expectation of low- to mid-80s that we shared at the start of 2021. On a trailing 12-month basis, our maintenance renewal rate is 88%. Working with our customers has been a top priority this year, and our renewal rates reflect our focus on customers and the trust they place in our solutions and relationships. Also consistent with recent quarters, we want to provide the in-quarter renewal rate for the fourth quarter, which currently stands at approximately 87%. But believe it will be 88% by the end of the first quarter, which again is above our expectations at the start of the year. For the fourth quarter, license revenue was $33.8 million, which represents a decline of approximately 2% as compared to the fourth quarter of 2020. Our new license sales performance with commercial customers improved sequentially each quarter during the year. On-premises subscription sales resulted in an approximately 8 percentage point headwind to our license revenue for the quarter. Moving to our subscription revenue. Fourth quarter subscription revenue was $34.4 million, up 18% year over year. This increase is due to the additional subscription revenue from SentryOne products, as well as increased sales of our on-premises subscriptions as part of our early efforts to shift more of our business to subscription. Total ARR reached approximately $631 million as of December 31, 2021, reflecting year-over-year growth of 1% and up slightly from our ending third quarter total ARR balance of $624 million. Our subscription ARR of $134.7 million is an increase of more than 20% year over year and 3% sequentially from the third quarter. Total GAAP revenue for the full year ended December 31, 2021, was $719 million. Subscription revenue was $125 million of that total and represents growth of 19% year over year on a GAAP basis. The growth was led by our continued focus on expanding our subscription offerings through our on-premises subscription sales, as well as sales of our database offerings, including the SentryOne products acquired in the fourth quarter of 2020. Total license and maintenance revenue for the full year in 2021 decreased 3% year over year to $594 million. Total maintenance revenue grew 2%, reaching $479 million. License revenue for the full year was negatively impacted by a combination of the 2021 cyber incident and the impact of offering perpetual license products on a subscription basis, which we expect to yield more revenue over the full duration of a typical customer lifetime but negatively impacts license revenue and total revenue in the near-term. We finished 2021 with 829 customers that have spent more than $100,000 with us in the last 12 months, which is a 5% improvement over the previous year. We continue to supplement our traditional high-velocity, low-touch sales approach with targeted efforts to build larger relationships with our enterprise customers, which we spoke about at our Analyst Day in November. We delivered a solid fourth quarter of non-GAAP profitability. Fourth quarter adjusted EBITDA was $78.4 million, representing an adjusted EBITDA margin of 42%, exceeding the high end of the outlook for the quarter despite continuing to invest in our business. And for the year ended December 31, 2021, adjusted EBITDA was $303 million, representing an adjusted EBITDA margin of 42% as well. Excluded from adjusted EBITDA in the fourth quarter are one-time costs of approximately $9.3 million of cyber incident related remediation, containment, investigation and professional fees, net of insurance proceeds. These one-time costs for the full year of 2021 totaled approximately $33.1 million net of insurance reimbursements. These cyber incident-related costs are not included in the adjusted EBITDA, are one-time and nonrecurring. They are separate and distinct from our Secure by Design initiatives, which are aimed at enhancing our IT security and supply chain processes. Costs related to our Secure by Design initiatives are and will remain part of our recurring cost structure on a go-forward basis. We expect one-time cyber incident-related costs to fluctuate in future quarters, but to overall, lower in future periods. These one-time cyber costs are, however, difficult to predict. Net leverage on December 31 was approximately 3.9 times our trailing 12-month adjusted EBITDA. As a reminder, we retained the full amount of the $1.9 billion in term debt that we had prior to the spin-off of N-able. Our cash balance was $732 million at the end of the fourth quarter, bringing our net debt to approximately $1.2 billion. Our plan is to keep that cash on our balance sheet for the foreseeable future. We intend to maintain flexibility as it relates to our cash on balance sheet. Our debt matures in February of 2024, and we expect to reevaluate our level of gross debt and possible paydowns well in advance of that maturity date. I will now walk you through our outlook before turning it back over to Sudhakar for some final thoughts. We are providing guidance for the first quarter of 2022 and for the full year of 2022 for total revenue, adjusted EBITDA margins and earnings per share. For the full year guidance of 2022, we expect total revenue to be in the range of $730 million to $750 million, representing year-over-year growth of 2% to 4%. We expect our total revenue to be positively impacted by increases in our license revenue, as well as subscription revenue growth as a result of an increase in new sales in 2022 as compared to 2021. We will lead with a subscription-first focus as it relates to new sales, and we'll also focus on migrating our maintenance customers to our observability products, which are sold as subscriptions, especially in the second half of the year when we expect that more of the functionality will be available. We expect that our total revenue growth will be partially offset by a decline in maintenance revenue due to lower license sales over the past two years. Adjusted EBITDA margin for the year is expected to be approximately 41%. Non-GAAP fully diluted earnings per share is projected to be $1.01 to $1.08 per share, assuming an estimated 162.6 million fully diluted shares outstanding. Our full year and first quarter guidance assumes a euro to dollar exchange rate of 1.13 down from the 1.16 we assumed for 2022 when we provided our initial 2022 outlook at our Analyst Day in November. Even so, we are comfortable reaffirming the guidance we gave previously. For the first quarter of 2022, we expect total revenue to be in the range of $173 million to $176 million, representing a year-over-year growth rate of flat to 1%. Once again, we expect license and subscription revenue growth to be partially offset by a decline in maintenance revenue, which we expect to be down approximately 4% to 5% year over year. Adjusted EBITDA margin for the first quarter is expected to be approximately 36%. Our historical trend has been that the first quarter of the year is at a lower level of profitability due to several factors, including payroll taxes on year-end bonuses, higher levels of social security taxes. In addition, the full impact of our Secure by Design initiatives that we discussed a year ago are now in place. We expect our level of profitability to improve as we move through the year as has been the case historically as revenue increases and our investments scale. As stated earlier, our outlook for the full year for adjusted EBITDA margins of approximately 41%. Non-GAAP fully diluted earnings per share is projected to be $0.22 per share, assuming an estimated 160.5 million fully diluted shares outstanding. And finally, our outlook for the first quarter assumes a non-GAAP tax rate of 22%, and we expect to pay approximately $6.5 million in cash taxes during the first quarter. We also expect that maintenance renewal rates will improve and continue to get closer to historical levels in 2022. As we think about our EBITDA margins for 2022, the costs associated with our Secure by Design initiatives, investments in transitioning our product portfolio to a greater subscription mix and our continued investments in our sales and marketing initiatives are factored into the margins for the year and while we expect margins to be consistent with 2021. We believe we will return to accelerating margins again in the future, but in the near-term, we are committed to and excited about the investments in our business that we shared with you at our Analyst Day in November. Finally, we believe our unlevered free cash flow conversion will improve in 2022 over 2021 and we expect to be in line with our fourth quarter 2021 levels. I'm pleased with our strong Q4 performance, exceeding our outlook in both total revenue and adjusted EBITDA and with how we ended 2021. We are executing our mission to help customers accelerate their business transformation via simple, powerful and secure solutions for multi-cloud environments. I'm excited about accelerating our ability to serve our customers and to grow our business. We expect to deliver strong license and subscription growth in 2022 via continued execution of our strategy. In 2022, we will continue our journey of subscription growth with unified platforms, superior customer experiences, expanding go-to-market motions and a growing list of applications as the foundations for this growth. We will continue to exercise discipline in how we invest in our business in order to deliver a unique combination of growth and profitability that we believe represents a compelling investment opportunity. ","sees fy non-gaap earnings per share $1.01 to $1.08. sees q1 revenue $173 million to $176 million. sees fy revenue $730 million to $750 million. q4 revenue rose 0.6 percent to $186.7 million. sees q1 2022 non-gaap diluted earnings per share of $0.22. " "Our quarterly reports and our definitive proxy statements for the special meeting regarding the Indigo transactions all are filed with the Securities and Exchange Commission. Although, we believe the expectations expressed are based on reasonable assumptions, they are not guarantees of future performance and actual results on developments may differ materially, and we are under no obligation to update them. We may also refer to some non-GAAP financial measures, which help facilitate comparisons across periods and with peers. We appreciate you joining us today and I hope that you're all safe and well. His strategic perspective and disciplined approach really complement our existing strategy and our management team. I look forward to working with both of these talented leaders as we continue to execute our strategy to enhance sustainable value for our shareholders. Southwestern Energy's returns driven strategy focuses on creating sustainable value protecting financial strength, consistently delivering leading operational and financial results and pursuing opportunities to capture the benefits of increasing scale. At the core of our strategy and value proposition is a commitment to the right people doing the right things. Our success depends on the alignment and commitment of a fully engaged diverse and inclusive workforce nurtured by our high performing innovative and value-driven culture. In the second quarter, we took additional steps to deliver further value enhancements from our strategy and action. The highlight of the quarter was the announced acquisition of Indigo Natural Resources. The integration planning process is going well and ahead of schedule. The shareholder vote is set for August 27 and we expect to close shortly thereafter. This transaction expands the scope and scale of our Company by combining core positions across the country's two premier natural gas basins and accelerates the delivery of key financial and strategic objectives. Because of Indigo's low-cost structure and strong balance sheet, we expect to see immediate accretion to key financial metrics, including improvement in corporate returns and increase in free cash flow and the accelerated delivery of our deleveraging goal later this year. Indigo furthers our sustainable value creation strategy by expanding our overall opportunity set and moderating risks to our business. The expansion in the Haynesville adds Tier-1 dry gas inventory locations that complement our existing Appalachia inventory. These locations are adjacent to premium gas markets including LNG and other growing demand centers. Notably, the firm sales agreements and fixed basis differentials will expand the Company's margins and dampen its overall basis volatility. SWN is well positioned to capture the many tangible benefits of scale that this transaction brings including cost economies, expanded inventory and further capital allocation optionality. The benefits improve the sustainability of our free cash flow generation, particularly as commodity prices continue to improve. We are on track to deliver the promised synergies at closing and furthermore we see the potential for additional value enhancements once the transaction closes from operational and commercial improvements, a strengthened credit self [Phonetic] profile and a lower cost of capital. We are proven integrators and I'm confident that our new combined Haynesville team will find ways to deliver additional value from our newly integrated business. SWN's commitment to sustainability goes beyond the economics of a scale-enhancing transaction like Indigo, it is the ultimate objective of our ESG strategy as well. Responsibly sourced gas is one of our key initiatives. This quarter, we implemented a basinwide program to certify and continuously monitor all of our Appalachia Basin unconventional wells through an agreement with Project Canary. We have a long history with the firm as we've been marketing responsibly sourced gas for several years to end users in the Eastern United States. We specifically selected a certification provider that utilizes a rigorous and comprehensive process. The basinwide well certification process and site monitoring has begun and we have already installed continuous monitors at several operating sites across our Pennsylvania acreage enabling our operating teams to immediately address potential emissions should they occur. Southwestern is a leading natural gas producer that is well positioned for a low-carbon future. We have a unique combination of a strong balance sheet, large scale Tier-1 operated assets, proven execution and ESG performance providing the means to deliver sustainable value creation. We continue to believe disciplined consolidation and the benefits of scale are core to our strategy for driving shareholder value. We remain committed to holding capital investment at maintenance capital levels and disciplined in our risk management strategy including hedging. Over the next few quarters, we will further refine our capital allocation strategy including additional debt reduction and the potential return of capital to shareholders. Operationally, 2Q was another active quarter and our teams continue to deliver results within our guidance ranges while ensuring the continued protection of our people and our operations from the ongoing challenges presented by COVID-19. Our 2021 plan is on track and we look forward to operating in the Haynesville. I'll start with some highlights from the quarter. Total production was 276 Bcfe or 3 Bcfe per day. This included 2.4 Bcf per day of gas representing 79% of total production and approximately 104,000 barrels per day of oil and NGLs flat to the first quarter and consistent with our maintenance capital program. During the quarter, we averaged five drilling rigs, two in Pennsylvania, two in West Virginia and one in Ohio with two frac crews. As planned, we invested $259 million of capital in the quarter and expect Q3 to trend lower with a further decrease in Q4. The shaping of our maintenance capital investment in 2021 is consistent with our well-established approach of front-end loading and tapering in the second half of the year. We brought 31 wells to sales in the quarter, drilled 23 and completed 19. Costs on wells to sales were in line with the first quarter at $626 per foot with an average lateral length of approximately 14,000 feet. While we are starting to see some inflationary impacts mainly related to diesel, steel and labor, due to our vertical integration proactive procurement strategy and operational efficiency gains, we continue to expect low-single-digit deflation in 2021. In Southwest Appalachia, we brought online our first Ohio Utica dry gas pad and achieved our $100 per foot cost reduction goal with an average well cost of $728 per foot. This three well pad had an average lateral length of approximately 13,700 feet and an average 30-day rate of 25 million cubic feet per day, all performing in line with expectations. In Northeast Appalachia, we continue to drive operational efficiencies to reduce costs and enhance the capital program returns. We placed 11 wells to sales in the quarter with an average well cost of $531 per foot at an average lateral length of approximately 11,600 feet. These wells had an average 30-day rate of 14 million cubic feet per day. As Bill mentioned, we are excited to join with our newest colleagues from Indigo and hit the ground running in the Haynesville. We are currently doing our operational technical and HSE planning and we'll have a great operating team in place that represents a combination of employees from both Indigo and SWN. Initially, we will be focused on incorporating current Haynesville best practices and then look to combine that knowledge with our own operational expertise. I'm excited to join the team and help build on the momentum SWN has generated through its base business and acquisition progress. As Bill mentioned earlier, this quarter, the Company accelerated delivery on its financial goals. It generated free cash flow for the third consecutive quarter. We're on track with the 2021 plan to generate meaningful annual free cash flow, expecting free cash flow generation to accelerate in the second half of this year. Once the transaction closes, we will provide updated guidance to account for the addition of Indigo. The solid quarterly financial results further improved our leverage ratio by almost half turn to 2.6 times. Liquidity remains in good shape with just under $570 million in borrowings and $1.2 billion of capacity on a credit facility. With the accretive acquisition of Indigo and current robust commodity price outlook, we expect to achieve our two-time sustainable leverage goal by late 2021. The key part of achieving this financial strength has been SWNs commodity and basis hedging strategy, which is directly linked with Company's enterprise risk management strategy. The Company incorporates balance sheet strength leverage, commodity and basis fundamentals and the benefits to the Company's financial strength resulting from acquisitions among other aspects in determining the level and instruments hedging that will be employed. As a result of our basis hedging strategy, the Company maintained its full year guidance despite widening basis in Appalachia. As we integrate Indigo and update our capital allocation strategy in the coming months, we continue to ensure that our commodity and risk management strategy and practice remains aligned with the Company's risk profile in our long-term value creation objectives. ","qtrly total production 276 bcfe versus 201 bcfe. maintains its full year 2021 price differential guidance before impact of indigo acquisition. " "With that, I'll now turn things over to Mike. The dedication of our team is clearly visible through our excellent safety performance, where we achieved zero recordable injuries during the first quarter, a record for our company. In the -- from the coronavirus front, we continue to take all necessary measures to ensure the health and safety of our workforce and have implemented policies and procedures that follow the guidelines established by the CDC, OSHA and local health and governmental authorities to protect our workforce and contractors. Turning to our results. In the quarter, we were extremely pleased with the operational performance that our team delivered across both our Coke and Logistics segments. Our coke making operations returned to running at full capacity and our logistics operations saw a significant uptick in volume. We achieved record-setting first quarter results with adjusted EBITDA of $70.6 million, a 14% improvement over Q1 2020. We are also pleased with our initial performance in the foundry and export coke markets. Our products are well received and we are excited about the possibilities in these markets in the future. We will continue to work on optimizing our production and growing our market participation for these products. A very encouraging development for our Logistics segment this quarter was the signing of a new take or pay agreement to handle iron ore pellets at CMT. As we discussed in our last call, we successfully tested this product during the fourth quarter of last year, which has resulted in a take or pay agreement and a new product for our logistics business. Looking at our capital structure and deployment of cash in the first quarter, we reduced debt by $33 million during the quarter and continued to execute on our deleveraging initiative, while also maintaining our $0.06 per share quarterly dividend. We are well on our way to achieving our long-term gross leverage target of 3 times or lower by the end of this year. Overall, very strong operational and financial performance in the first quarter provides a solid foundation to build on for the rest of the year. We now expect results at the top end of our 2021 guidance of $215 million to $230 million. Turning to Slide 4. Our first quarter net income attributable to SXC was $0.20 per share, up $0.14 versus the prior-year period, mainly driven by our Logistics segment performance. Adjusted EBITDA came in at $70.6 million in the first quarter of 2021, up $8.5 million versus the first quarter of 2020. The increase was primarily due to approximately 1.1 million tons of higher throughput volumes at our Logistics segment. Turning to the detailed adjusted EBITDA bridge on Slide 5. First quarter 2021 adjusted EBITDA was higher by $8.5 million or 14% over the prior year period. Our coke operations performed well this quarter and results were reasonably consistent with the first quarter of 2020. The majority of the period over period increase in adjusted EBITDA was driven by our Logistics segment and CMT saw a significant increase in coal export volumes driven by strong global demand and supported API2 pricing. When adding in slightly favorable results in corporate and other, we ended first quarter at $70.6 million of adjusted EBITDA. Turning to Slide 6 to discuss our Domestic Coke business performance in detail. First quarter adjusted EBITDA per ton was $61 on 1,038,000 sales ton. Our Domestic Coke fleet ramps back up to full capacity utilization during the first quarter of 2021 after the volume turned down in the second half of 2020. Foundry and export sales complemented our long-term take-or-pay contracted sales and are expected to continue to do so for the rest of 2021. As a reminder, foundry tons do not replace blast furnace tons on a ton per ton basis. For example, due to differences in the production process, a single ton of foundry coke replaces approximately 2 tons of blast furnace coke leading to lower coke production in sales in the current quarter as compared to the first quarter of 2020. Our coke plants continued their strong operational performance and disciplined cost management during the quarter, while producing and selling new products. On the back of strong first quarter '21 -- 2021 performance, we are on track to achieve our full year Domestic Coke adjusted EBITDA per ton and production guidance. Moving to Slide 7 to discuss our Logistics business. The Logistics business generated $10.9 million of adjusted EBITDA during the first quarter of 2021 as compared to $3.3 million in the prior year period. The increase in adjusted EBITDA is primarily due to higher throughput volumes at CMT. Our Logistics business handled 5.3 million tons of throughput volumes during the quarter as compared to 4.2 million tons during the prior-year period. CMT handled 1.6 million more tons versus the prior-year period, mainly driven by higher coal exports and iron ore. Increased global demand, strong API2 index pricing and increasing natural gas prices have resulted in higher thermal coal exports from the US. We expect export volumes to remain strong in the second quarter. Although our domestic terminals volumes were lower compared to the first quarter of 2020, it was more than offset by lower operating costs resulting from the cost savings initiatives implemented last year. Given our very strong first quarter 2021 results and looking at the API2 forward curve, we now expect to deliver at the higher end or possibly even exceed our Logistics adjusted EBITDA guidance range of $20 million to $25 million. We expect to handle approximately 5 million tons of coal at CMT as compared to our original guidance of 4 million to 5 million tons, along with 2.5 million to 3 million tons of other products for which the guidance remains unchanged. The volume guidance for our domestic coal terminals also remains unchanged at approximately 10.5 million ton. Turning to Slide 8 and our liquidity position for Q1. As you can see from the chart, we ended the first quarter with a cash balance of approximately $54 million. Cash flow from operating activities, generated close to $65 million due to strong operating performance and the timing of cash payments. We spent $20.1 million on capex during the quarter, which included some carryover payments from last year. We lowered our debt by $33 million during the quarter, with the majority of the reduction coming in the form of pay downs on our revolving credit facility. We expect additional deleveraging to continue over the balance of the year as we continue to make good progress managing our balance sheet. We also paid dividends worth $5.1 million at the rate of $0.06 per share during the quarter. In total, we ended the quarter with a strong liquidity position of approximately $386 million. Wrapping up on Slide 9. As always, safety and operational performance is top of mind for our organization. We want to continue our exceptional safety performance demonstrated in the first quarter, while focusing on successfully executing against our operating and capital plan in 2021. As I mentioned earlier, we are pleased with the progress we have made during the first quarter on our foundry and export coke growth initiatives. These additional sales, enable our coke fleet to run optimally at full capacity and we will continue to focus on further developing our customer base and participation in these markets. From our Logistics business perspective, the new iron ore take-or-pay agreement is another step in the direction of revitalizing CMT as we continue our efforts to bring new products and customers. The uptick in coal exports underpinned by the revised take-or-pay contract provides a strong foundation to further build upon at CMT. We again made good progress on our well established and well balanced capital allocation goals, continuing to bring down our debt balance is critical to stabilizing and strengthening our capital structure. We will continue to evaluate capital needs of the business, our capital structure and the need to reward shareholders on a continuous basis and we'll make capital allocation decisions accordingly. Finally, as I stated earlier, continued strength in steel and coal export markets combined with our excellent first quarter results leads us to comfortably project full-year results at the high end of our adjusted EBITDA guidance. We will provide further updates to the guidance as we have more clarity about the second half of the year in our next earnings call. With that, let's go ahead and open up the call for Q&A. ","q1 earnings per share $0.20. well positioned to achieve top end of full year 2021 adjusted ebitda guidance range of $215m to $230m. " "I will then review our segment performance. Ademir will follow with a discussion of our consolidated results and financial position. Finally, I will conclude with comments on our outlook and key takeaways. Overall, fiscal first quarter results were ahead of our expectations on several fronts reflecting stronger-than-anticipated demand and solid operational execution, particularly at our Electronics, Engraving and Scientific segments. Consolidated revenue increased 8.5% sequentially. This is ahead of the outlook we provided previously of fiscal first quarter 2021 revenue being flat to slightly above the fourth quarter of 2020. At the Electronics segment, revenue increased 23% sequentially and 18.6% year-on-year, reflecting positive trends in magnetics as well as contribution from the recent Renco acquisition. Sequentially, Engraving operating margin increased 800 basis points to 16.1% due to cost efficiency and productivity initiatives on 15.1% revenue growth compared to fiscal fourth quarter 2020. Finally, the Scientific segment reported its highest quarterly sales ever at $16.7 million. Earlier this year, we divested our Refrigerated Solutions business and established Scientific as a stand-alone reporting segment, both actions advancing our strategy to build our higher-margin segments. In particular, the Scientific segment's results reflected increased demand for seasonal flu vaccine storage as well as initial sales related to potential COVID-19 vaccines. In addition, our Electronics new business opportunity pipeline is healthy at $56 million across a wide variety of end markets. We expect the sales contribution from this pipeline to grow sequentially on an annual basis. In Engraving, we see continued opportunity in the tool finishing and soft trim tool laneways globally. We are leveraging these top line trends with stronger operating disciplines in all businesses, complemented by several financial initiatives. We are on track to deliver over $7 million in savings in fiscal 2021 from the actions we announced in the third quarter of fiscal 2020. We also began to implement tax savings initiatives in the quarter, including optimizing our foreign tax credits. We expect our tax-related actions to result in cash savings of $2 million to $3 million in fiscal 2021. As a result, our tax rate in fiscal '21 is expected to be approximately 22% or 500 basis points lower than fiscal 2020. We also expect to realize $1.5 million in cash savings in fiscal '21 due to our previously announced floating-to-fixed-rate interest swaps. We continue to maintain a strong financial position with a solid balance sheet and significant liquidity supported by consistent free cash flow generation. Standex has -- had approximately $206 million of available liquidity at the end of the fiscal first quarter with a net debt-to-adjusted EBITDA ratio of 1.1. During the quarter, we generated free cash flow of $4.4 million. We also continued our cash repatriation efforts with approximately $8 million repatriated in the first quarter. We expect to repatriate $35 million in total in fiscal '21, which would result in $74 million in cash repatriated over the past two fiscal years. In sum, we are off to a solid start and expect continued growth and margin improvements as we move through fiscal '21. Our financial flexibility will continue to strengthen through free cash flow generation, cash repatriation and new tax initiatives. In our fiscal second quarter of '21, we expect consolidated revenue to be flat to slightly above the first quarter with a slight-to-moderate increase in segment operating margin. Electronics segment revenue increased $8.7 million or 18.6% year-on-year, reflecting a 3.9% organic growth rate with strength in the Magnetics product line and $5.9 million from the recent Renco acquisition or approximately 12.6%. The balance of the revenue increase is related to foreign currency impact. Adjusted operating income increased approximately $1 million or 12.7% year-on-year, reflecting operating leverage on the revenue growth, productivity initiatives and Renco Electronics' profit contribution, partially offset by inflationary material cost increases. Our new business opportunities funnel has increased to $56 million and is expected to deliver $11 million of incremental sales in FY '21 across a broad range of end markets, including industrial, electrical vehicles, safety systems and military. We are also very pleased with the pace of integration of our sales channels with Remco. In three months, we've identified over $1 million of cross-selling opportunities in each other's accounts, ahead of our expectations. In terms of our second quarter fiscal 2021 outlook, we expect revenue to be sequentially slightly higher and operating margin to be sequentially similar to the fiscal first quarter. Our outlook assumes improvement in European and North American markets with Asia results slightly below fiscal first quarter of '21. Revenue decreased approximately $2 million or 5.3% year-over-year, and operating income was lower by approximately $600,000 or 10.2%. The results reflected the impact of COVID-19 on our end markets, partially mitigated by productivity and expense savings in the quarter. However, sequentially from Q4 fiscal '20, Engraving reported a significant improvement as revenue increased 15.1% and operating margin improved 800 basis points, reflecting an overall increase in the level of customer activity combined with cost efficiency and productivity initiatives, which will continue with the segment. Laneway sales are recovering quickly from Q4, growing by 27% sequentially to $11.7 million, nearly back to pre-COVID levels on strength in tool finishing offering and soft trim tools. I'm pleased to see the progress our North American Engraving business has made improving labor management through standard work and better capacity planning. Our Corporate VP of Operations, hired in February, is collaborating with business management to improve operating procedures and drive efficiencies. In addition, the completion of our global ERP platform will allow additional analysis and improved performance management across all major global sites to further drive consistent performance. As far as second quarter outlook on a sequential basis, Standex expects a slight revenue increase and continued improvement in operating margin in the fiscal second quarter of '21. The expected revenue growth reflects an increased level of customer activity due to new automotive launches, along with continued introduction of soft trim tools and tool finishing offerings. We expect to see continued margin improvement from the volume increase, combined with continued cost efficiencies and productivity initiatives. Turning to slide six, the Scientific segment. Scientific segment revenue increased approximately $1.9 million or 13% year-on-year, reflecting organic growth in end markets, especially retail pharmaceutical chains. The sales growth reflects distribution and storage of vaccine for the coming flu season as well as a few initial orders for COVID vaccine storage. Operating income increased approximately $400,000 or 10% year-over-year, reflecting revenue growth, partially offset with reinvestments in the business for future growth opportunities. The picture highlights our under-counter cabinet used for storage of refrigerated and frozen medications and vaccines. Standex is well positioned with strong distribution channels for a leading role in a potential COVID-19 vaccine rollout. In the second quarter, we expect to see a sequential and year-on-year revenue increase, driven primarily by continued positive trends in retail pharmaceutical chains and clinical end markets, and accelerated by the expected rollout of a national COVID vaccine. We expect operating margin to slightly improve, reflecting volume increase, balanced with reinvestment for future growth opportunities. Looking further, we expect Scientific revenue growth sequentially and year-on-year in fiscal '21 with approximately $10 million to $20 million of incremental sales to support COVID vaccine storage. Turning to the Engineering Technologies segment on slide seven. As expected, Engineering Technologies had a challenging quarter. Revenue and operating income decreased $7 million or 28.4% and $2.9 million or 86% year-on-year, respectively. The first quarter results reflected the economic impact of COVID-19 on the commercial aviation market, especially engine parts manufacturing. However, we continue to experience positive trends in the unmanned segment of the space industry and defense sales. In our second quarter, we expect revenue to be sequentially similar to the first quarter as a result of continued weakness in the Aviation end market. Operating margin is expected to increase slightly sequentially despite Aviation end market trends as a result of productivity initiatives, and cost reduction activities, which are ongoing. We are pleased to show the progress of our efforts to expand capacity in our Billerica plant using lean processes. As a result of set of time reduction, improved layouts and process improvements, we have increased throughput 20%, positioning us well to support continued growth in our space end markets and deliver higher margins. Specialty Solutions revenue and operating income decreased year-on-year, although is in line with our expectations that results would be sequentially similar to the fiscal fourth quarter of 2020. Revenue decreased approximately $6.2 million or 19.7% year-over-year. The decrease was primarily associated with the economic impact of COVID-19 on several end markets, including the food service equipment and hospitality industries at the Pumps and Merchandising businesses and the dump markets at Hydraulics. Operating income decreased approximately $1.7 million or 30.9% year-over-year, reflecting lower volume, partially mitigated by cost reduction efforts. To partially offset these trends, we pursued additional opportunities focused on strengthening the segment's margin profile. We continue to allocate hydraulics capacity to higher-value opportunities, particularly aftermarket sales. We have also closed a Pumps operation in Ireland and outsourced the components previously manufactured there to save approximately $1 million annually. The other end markets are down from the effect of COVID-19. The businesses continued to utilize our growth discipline processes to work with customers on promising future opportunities. The example pictured here is a pump control system that houses eight pumps along with the electronic controls and diagnostics. This is a good example of the business using a structured approach to explore new growth opportunities in an inexpensive manner. As far as outlook, in fiscal quarter -- the second quarter 2021, we expect revenue and operating margin to decline slightly sequentially due to normal seasonality and the lower number of shipping days in the quarter. First, I will provide a few key financial takeaways from our fiscal first quarter 2021 results. Overall, results were ahead of our expectations, specifically revenue at Electronics and Scientific segments was higher than anticipated. Strength in the Magnetics product line at our Electronics segment and vaccine-related storage demand at our Scientific segment benefited results in the quarter. In addition, our cost efficiency and operational initiatives, which will continue throughout the fiscal year, are providing a tailwind to our results. As previously communicated, we are well positioned to deliver over $7 million in annual savings related to cost actions. Our financial position remains strong with substantial liquidity and low leverage, complemented by consistent cash flow generation and ongoing cash repatriation efforts. In addition, we have also implemented several initiatives in the area of tax planning and interest expense that will further add to our cash position. On a consolidated basis, total revenue declined 3% year-on-year to $151.3 million. This reflects organic revenue decline of 8.2% year-on-year, mostly due to the economic impact of the COVID-19 pandemic. As we expected, this impact was felt primarily at Engineering Technologies segment due to weakness in the Aviation end market, and at the Specialty Solutions segment due to weakness in the food service equipment and hospitality industries. The Renco acquisition, which closed in early July, contributed revenue of $5.9 million or a 3.8% offset to the organic revenue decline. In addition, FX contributed 1.4% offset to the organic revenue decline. Gross margin decreased 70 basis points, primarily due to a decline in volume and increased material costs year-on-year, mostly in Electronics. On a sequential basis, gross margin increased 290 basis points reflecting cost outcome productivity actions and favorable product mix. Our adjusted operating margin was 11% compared to 11.3% a year ago. Interest expense decreased approximately $600,000 year-on-year mostly due to lower overall interest rate as a result of the variable-to-fixed-rate swap we implemented in the fiscal third quarter of 2020. In addition, the tax rate of 22% in the quarter represents 580 basis points decrease year-on-year, largely due to various tax planning strategies we have started to implement. Adjusted earnings per share were $0.96 in the first quarter of 2021 compared to $0.91 in the first quarter of 2020. We remain a consistent generator of free cash flow. We reported free cash flow of $4.4 million compared to $2.8 million in the first quarter of 2020. This increase primarily reflects a lower capital spending with $4.8 million in the first quarter of 2021 compared to $6.7 million a year ago. Capital investments in the first quarter of '21 were focused on maintenance, safety and our highest priority growth initiatives. Standex had net debt of $106.2 million at the end of September compared to $80.3 million at the end of June of 2020. Increase in net debt is due to the Renco acquisition, which was financed with cash on hand. Net debt for the first quarter of 2021 consisted primarily of long-term debt of $200 million and cash and cash equivalents of $93.7 million, out of which $75.7 million was held back for in subs. We also had approximately $206 million of available liquidity at the end of September. The company's net debt-to-adjusted EBITDA leverage was 1.1 with a net debt-to-total capital ratio of 18.2%, and interest coverage ratio of approximately 9.9 times. We also continue to proactively identify opportunities to further add to our financial strength. We have started to implement several tax planning and saving initiatives, including implementation of strategies to optimize U.S. tax cost on global intangible low tax income, implementation of various foreign tax credit optimization strategies that are expected to provide us the ability to utilize additional credit, and the filing for amended returns to take advantage of regulations that have recently been finalized. As a result, our tax rate in fiscal 2021 is expected to be approximately 22% or 500 basis points lower than fiscal 2020. We expect these actions will result in cash savings of $2 million to $3 million in fiscal 2021. We also expect approximately $1.5 million in annual interest expense savings due to the previously announced floating-to-fixed-rate interest swaps. We also repatriated $8 million in the first quarter and expect to repatriate $35 million this fiscal year. From a capital allocation perspective, we had an active quarter. Earlier in the quarter, we announced the acquisition of Renco Electronics for approximately $28 million, which was financed with cash on hand. We also repurchased approximately 87,000 shares for $5.1 million in the quarter. There's approximately $38 million remaining under the Board's current repurchase authorization. We declared our 225th consecutive quarterly dividend of $0.24 per share, a year -- a 9% year-over-year increase. And finally, we expect capital expenditures to be approximately $25 million to $28 million compared to a prior expected range of between $28 million to $30 million and actual expenditures of $19 million in fiscal 2020. In the second quarter of fiscal 2021, we expect consolidated revenue to be flat to slightly above the first quarter of 2021 with a slight-to-moderate increase in operating margin. Several assumptions underpin this outlook. We expect the Electronics and Engraving segments to have a slight sequential revenue increase due to an increased level of customer activity. At Scientific, we expect a moderate sequential revenue increase as end market momentum builds to prepare for vaccine delivery. Engineering Technologies revenue is expected to be similar to fiscal first quarter 2021 as commercial aviation markets stabilize, with a slight increase in operating margin from productivity and cost reduction activities. At Specialty Solutions, we expect revenue and operating margin to decrease slightly, primarily due to seasonality and a lower number of shipping days in the quarter. In general, we expect continued growth and margin improvement as we move through fiscal 2021. In addition, we see attractive growth opportunities across the businesses. In the near term, we anticipate the opportunity for COVID-19 vaccine storage to be between $10 million and $20 million in the fiscal year. The growing funnel of opportunities in Electronics will deliver an incremental $11 million in sales in the fiscal year. Previous cost actions complete and expected to deliver over $7 million in savings in fiscal '21. Operational excellence initiatives are gaining momentum across all businesses. We are also strengthening financial flexibility with strong free cash flow generation, continued cash repatriation and new tax initiatives. In sum, we're very well positioned to further build our higher-margin business segments into more significant platforms with customized, differentiated solutions, supported by deep technical and applications expertise. ","cost actions on track to deliver over $7 million in savings in fiscal 2021. qtrly adjusted earnings per share $0.96. in fiscal q2 2021, standex expects consolidated company revenue to be flat to slightly above fiscal q1 2021. in fiscal q2 2021, company expects moderate sequential revenue increase at scientific as vaccine storage demand rises. qtrly net sales $151.3 million versus $156.0 million. " "I'm very pleased with our first quarter results which reflected solid financial performance and an expanding pipeline of growth opportunities. Standex is a stronger company today as a result of well-executed portfolio moves and a higher level of performance of our businesses. We continue to have a favorable outlook for fiscal 2022, and look forward to further successfully executing on our growth strategy. Revenue and consolidated adjusted operating margin increased significantly year-on-year in fiscal first quarter 2022 as we leveraged positive demand trends and converted new business opportunities from our pipeline. Consolidated organic revenue growth of approximately 17% year-on-year reflected strength at our Electronics and Scientific segment. Electronics revenue increased approximately 37% year-on-year, primarily due to a broad-based geographical recovery with continued solid demand for relays in renewable energy and electric vehicle applications along with positive trends in transportation, appliance, test and measurement and distribution end-markets. Scientific segment revenue increased approximately 29% year-on-year driven by retail pharmacies, clinical laboratory, and academic institution end-markets. Consolidated adjusted operating margin of 13.4% was a 250 basis point year-on-year increase and represented our second consecutive quarter of delivering our highest consolidated margin in Standex's history. Our results also reinforce the benefit of our continued investment in end-markets that had healthy growth prospects and where we can incorporate our innovative solutions and strong customer value proposition. Sequentially, total company backlog realizable in under one year increased approximately 12%, with strength, particularly at the Electronics, Specialty Solutions and Engraving segments. At the Electronics segment, the new business opportunity pipeline continues to grow and we are seeing positive trends in such end-markets as electric and heavy duty vehicles, defense, industrial and aerospace. In addition, Renco Electronics, which we acquired a little over a year ago is contributing to the growth of our opportunity pipeline as we realized sales synergies from cross-selling opportunities in our expanded customer base. At the Scientific segment; we are also introducing a new product family, blood bank refrigerators and plasma freezers leveraging our expertise in life sciences and refrigeration to expand into adjacent markets. Execution on our active form of productivity and efficiency initiatives is further adding to our success. We are driving manufacturing and supply chain productivity with actions including new lean programs and mitigating inflationary trends through price realization and value engineering. In addition, our reed switch production and material substitution project at the Electronics segment continues to mitigate some of the material inflation we are seeing, and remains on-track to be substantially complete by the end of fiscal 2020. We continue to have significant financial flexibility to pursue new organic and inorganic growth opportunities given our strong balance sheet and liquidity position and consistent cash flow generation. Ademir will discuss our financial performance in greater detail later in the call. In regard to our financial outlook, we are off to a solid start to the fiscal year and continue to expect stronger financial performance year-on-year in fiscal 2022. In the second quarter, we expect revenue and operating margin to increase slightly compared to fiscal first quarter 2022 and significantly compared to the year ago quarter. Revenue increased approximately $20.6 million or 37.2% year-on-year, including 36.1% organic growth reflecting continued broad-based geographic and end-market strength, as well as a 1.1% positive contribution from foreign exchange. Operating income increased approximately $9.1 million or 100% year-on-year due to operating leverage associated with revenue growth and productivity initiatives, partially offset by increased raw material and freight costs. Looking ahead, we have a very active new business opportunity funnel for approximately $61 million, which is expected to deliver first year sales of $19 million with positive trends across all major geographic areas and business units, and are well positioned to further capture additional customer business. Electronics backlog realizable under a year sequentially increased approximately $13 million or 11% in fiscal first quarter 2002. The picture on Slide 4 highlights the success of our customer intimacy sales model in moving up the value stack in a customer's product. In this example, we addressed a customer application in 2015 by supplying a packaged reed switch. This led to the opportunity to develop an entire sensor in 2018 which expanded by incorporating additional functions in 2021. As our collaboration evolved, so does our value provided reinforcing the importance of our strong technical and applications expertise. Regarding our fiscal second quarter 2022 outlook, we expect a slight sequential decrease in Electronics revenue and operating margin, reflecting a lower number of production and shipping days and product mix in the quarter. Year-on-year revenue decreased approximately $1.2 million or 3.4% and operating income was nearly $1 million lower or 17% decrease due to the timing of projects and geographic mix, partially offset by productivity actions. Laneway sales of approximately $14.9 million represented a 27% increase year-on-year, including a positive demand outlook for soft trim tools, laser engraving and tool finishing. Sequentially, backlog realizable under a year increased $5.9 million or approximately 44% in fiscal first quarter 2002. The picture highlighted on Slide 5 shows the Tesla Model Y version. Through cross regional collaboration within the segment, and based upon our soft trim proprietary technology, we were able to supply two sets of tools, substantially faster than our competitors production capability, further driving our growth opportunity in the China market. In fiscal second quarter 2022, we expect a slight sequential increase in Engraving segment revenue and operating margin. This is due to the timing of projects, regional mix and demand for soft trim tooling complemented by the impact of additional productivity initiatives. Turning to Slide 6, the Scientific segment. Revenue increased approximately $4.9 million or 29.2% year-on-year reflecting positive trends at pharmaceutical channels, clinical laboratories and academic institutions. Operating income increased approximately $0.4 million or 10.6% year-on-year due to volume growth and pricing initiatives, balanced with investments to support future growth opportunities and higher freight costs. Sequentially, backlog realizable under a year increased $1.6 million or approximately 27% in fiscal first quarter in fiscal 2022. Significant orders in the quarter were placed to support replacement of ageing cabinets from retail pharmacy locations, a phenomenon we expect to expand as our installed base grows. As highlighted on Slide 6, we have applied our growth discipline processes in a two-year development project to leverage our expertise and intellectual property in life sciences and refrigeration into adjacent product categories, and are introducing a new product family; blood bank refrigerators and plasma freezers. This product launch includes two sizes of refrigerators and freezers designed for hospitals, blood banks and other medical, clinical and research facilities. These products comply with all relevant industry requirements, including those from the FDA and the Association for the Advancement of blood biotherapies. In fiscal second quarter 2022 we expect Scientific revenue and operating margin to be similar to our first quarter reflecting continued demand for vaccine storage accompanied by the return of demand from traditional end segments and pricing actions, partially offset by increased freight costs. Turning to the Engineering Technologies segment on Slide 7. First quarter revenue at $17.6 million was similar year-on-year due to positive trends in the space end-market balanced with the absence of the recently divested Enginetics and the economic impact of COVID-19 on this segments end-markets. Operating income increased approximately $0.4 million, representing a 91.7% increase year-on-year, reflecting product mix and ongoing productivity initiatives offset by a $1.1 million one-time project-related charge. We have an active new business opportunity pipeline in both, space and aviation. In addition, as highlighted on Slide 7, our opportunities are also expanding international defense end-markets. As shown here, we are collaborating with customers to develop bulk head assembly and additional solutions for domestic and international armored vehicles, and I've also captured customer wins to develop nose-cone [Phonetic] adjacent products in next-generation missile program. Regarding our outlook; in fiscal second quarter 2022, we expect revenue to be sequentially similar with positive commercial aviation and defense trends, partially offset by project timing in the space end-market. However, we expect a significant increase in operating margin due to project mix, productivity initiatives and the absence of the one-time project-related charge which occurred in the first quarter. On a year-on-year basis, Specialty Solutions revenue increased approximately $0.2 million, or slightly under 1%, and operating income decreased $1.1 million or 27.9%. First quarter results reflected end-market recovery, particularly in foodservice markets, offset by the impact of a prior work stoppage which has since been resolved. In addition, we experienced material inflation which we are seeking to recover through pricing actions. We have a very strong backlog position realizable under a year, which sequentially increased $8.7 million or approximately 33% in the first quarter. We also continue to expand our merchandizing product portfolio. Highlighted on Slide 8 is the recently launched Vision Series available in heated, refrigerated and non-refrigerated options. Developed through Standex's GDP plus growth process, this is a ground-up redesign of our core product. The new version of this product has several attractive features including modern styling with a very viewable and accessible product area. The Vision Series can accommodate a significant amount of food product in a highly efficient footprint and is capable of running under a variety of conditions, including high temperature and humidity. In regard to our second quarter Specialty Solutions outlook, we expect a moderate sequential increase in revenue and operating margin due to execution on our strong backlog position and the absence of the financial impact of the prior work stoppage. We continue to focus on recovering material inflation through pricing actions. First, I will provide a few key takeaways from our fiscal first quarter 2022 results which exhibited strength across several important metrics. Organic revenue growth of approximately 17% year-on-year reflected solid demand trends at Electronics and Scientific segments. In addition, we continue to see overall healthy order trends across the company as we enter our fiscal second quarter. From a margin standpoint, adjusted consolidating operating margin of 13.4% increased both, sequentially and year-on-year, and represented our second consecutive quarter of highest margin in Standex's history. The strong operating performance reflects several factors including effectively leveraging volume growth, realizing the benefits of price and productivity actions, and the positive impact of our prior strategic portfolio moves. Also, our financial strength is supported by consistent free cash flow generation, which increased year-on-year. In summary, we are entering our fiscal second quarter with positive order trends, active funnel of productivity initiatives, and an expectation for continued solid cash generation in fiscal 2022, all further adding to our strong financial position. On a consolidated basis total revenue increased 16.1% year-on-year from $151.3 million in fiscal first quarter 2021 to $175.6 million this quarter. This revenue increase primarily reflected strong organic growth at the Electronics and Scientific segments, and a positive contribution from foreign exchange. Revenue growth was partially offset by the divestiture of Enginetics business which occurred in the third quarter of fiscal 2021 and trends at the Engraving segment, which reflect the timing of projects. Enginetics contributed approximately $3 million in revenue in the fiscal first quarter of 2021. On a year-on-year basis, our adjusted operating margin increased 250 basis points to 13.4%, reflecting operating leverage associated with revenue growth and the readout of price and productivity actions. This was partially offset by a $1.1 million one-time project related charge at Engineering Technologies segment, and the financial impact of work stoppage in the Specialty Solutions segment which has since been resolved. As expected, our tax rate increased to 25% compared to 22% in the first quarter of 2021. We expect that second quarter tax rate will be similar to the first quarter rate, and that the overall tax rate for fiscal 2022 to be in the 24% range. Adjusted earnings per share was $1.34 in the first quarter of 2022 compared to $0.96 a year ago. We generated free cash flow of approximately $8.1 million in the first quarter of 2022 compared to free cash flow of $4.4 million in the first quarter of 2021. We continue to successfully execute on our financial initiative with working capital turns of 5.6 times, representing a 33% increase year-on-year. Standex had net debt of $68.9 million at the end of September compared to $63.1 million at the end of June, reflecting free cash flow of approximately $8.1 million offset by $9.5 million of stock repurchases along with dividends and changes in foreign exchange. Our net debt for fiscal first quarter of 2022 consisted primarily of long-term debt of $199.6 million. Cash and cash equivalents totaled $130.7 million, with approximately $102 million held by foreign subs. We had approximately $267 million of available liquidity at the end of September. Our net debt to adjusted EBITDA leverage ratio was approximately 0.58 times, with a net debt to total capital ratio of 11.8%. We expect that we will repatriate approximately $35 million in cash in fiscal 2022. From a capital allocation perspective, we repurchased approximately 97,000 shares for $9.5 million in fiscal first quarter 2022, with approximately $12.5 million remaining on our current repurchase authorization. We also declared our 229th consecutive quarterly cash dividend on October 28th of $0.96 per share, approximately 8% increase over the prior four quarterly dividend payments. Finally, we expect capital expenditures of approximately $25 million to $30 million in fiscal 2022. In fiscal '22, we expect stronger financial performance year-on-year as we execute on the positive end-market trends we are seeing, and further drive ongoing productivity initiatives across our significantly strengthened portfolio. Underpinning this outlook is a very active pipeline of growth opportunities with a positive trajectory in our new business opportunity funnel and new product introductions. We are leveraging the significant number of growth opportunities in front of us through ongoing manufacturing and supply chain productivity actions including initiatives such as new lean programs and mitigating inflationary trends through price realization and cost consolidation efforts. Our strong balance sheet and liquidity position and consistent free cash flow generation position us very well to pursue both, organic and inorganic growth opportunities, and we remain opportunistic and disciplined in allocating capital. As highlighted by some of the order trends discussed today, our approach is resonating with customers reflecting the strength of our deep technical and applications expertise and innovative solutions and reinforcing the value of our high quality businesses. ","qtrly net sales $175.6 million versus $151.3 million. qtrly adjusted earnings per share $1.34. in fiscal q2 2022, company expects revenue and operating margin to increase slightly compared to fiscal q1 2022. " "I will then review our segment performance and outlook. Ademir will follow with a discussion of our consolidated results and financial position. Finally, I will conclude with comments on the longer-term financial framework we are introducing today and conclude with takeaways. We're very pleased with our fiscal second quarter results. We had solid revenue growth at Electronics and Scientific segments year-on-year, while our Engraving segment margin improved sequentially. At Electronics nearly half of the 31% year-on-year revenue increase reflected organic growth with positive trends in electric vehicles, general automotive, appliances and semiconductor equipment. Scientific revenue continued to grow at a double-digit rate with a 16% year-on-year increase driven by strong demand for COVID vaccine storage. We now believe that COVID related storage demand is likely to be at the higher end of our previously indicated $10 million to $20 million range in fiscal 2021. At the Engraving segment, margin improved approximately 100 basis points sequentially due to favorable geographic mix, productivity and cost actions. Looking forward, our portfolio has never been in better condition and that's reflected in our outlook. We exited the second quarter with several positive trends positioning us well for a stronger second half and fiscal 2021. Our total backlog realizable under one year was approximately $173 million at the end of the second quarter and approximately 14% sequential increase. This reflected strength in the Electronics and Scientific segments and a gradual market recovery at Specialty Solutions. We are also actively engaged with our customers on emerging global opportunities in end markets such as electric vehicles, renewable energy and 5G. In addition, the integration of Renco Electronics is ahead of our initial plan and we are effectively leveraging its complementary customer base and end markets. We also saw continued progress on our productivity and finance initiatives. We are on track for over $7 million in annual savings in fiscal 2021 from cost actions and are implementing additional productivity and efficiency initiatives, which will provide further opportunity heading into fiscal 2022. At the Electronics segment while we are addressing rhodium material inflation with price actions in the near term, we are also implementing new manufacturing processes over the next two years, which will allow us to offer customers a choice of switches with rhodium or other materials removing our exposure to rhodium inflation once and for all. Finally, our previously announced interest expense and tax rate initiatives resulted in an approximate 15% reduction in interest expense and 510 basis point reduction in tax rate year-on-year in the second quarter fiscal 2021. We also further strengthened our financial profile in the quarter providing significant flexibility to pursue our portfolio of organic and inorganic growth opportunities. We generated strong free cash flow of $17 million in the second quarter and through the first half of fiscal 2021 have achieved 95% free cash flow to net income conversion rate. During the quarter we also repatriated approximately $17 million from foreign subsidiaries and are on track to achieve our previously announced $35 million repatriation target in fiscal 2021. We ended the quarter with a net debt to adjusted EBITDA ratio of 0.9 times, and approximately $200 million in available liquidity. In regard to our fiscal third quarter 2021 outlook, we expect a moderate sequential revenue and operating margin improvement compared to fiscal second quarter 2021 results. This reflects a sequential revenue increase at Electronics, Scientific, Engineering Technologies and Specialty Solutions segments. Engraving revenue is expected to decline sequentially reflecting both geographic mix and timing of projects, but return to growth in fiscal fourth quarter 2021 both sequentially and year-on-year. I will begin to discuss our segment financial performance starting with Electronics. In the second quarter Electronics segment revenue increased approximately $14.3 million or 31.2% year-on-year to $60.1 million, supported by organic revenue growth of approximately 15%. Organic growth reflected a broad based geographical recovery with positive trends in electric vehicles, general automotive, appliances and semiconductor equipment end markets. In particular, as shown in the picture on Slide 4, we have a growing portfolio of content for the electric vehicle market including relays, planar transformers and coolant level and charging position sensors. The recent Renco acquisition also contributed to our revenue growth in the quarter with approximately $6 million in incremental revenue contribution year-on-year. Electronics operating income increased approximately $2.2 million or 28.1% year-on-year from operating leverage associated with revenue growth, productivity initiatives and profit contribution from Renco, partially offset by increased raw material prices. Our new business opportunity funnel has increased to $56 million across a broad range of markets and is expected to deliver $12 million of incremental sales in fiscal 2021. Sequentially in the third quarter, we expect a moderate increase in Electronics revenue and operating margin. We expect further growth for relays in renewable energy and electric vehicle applications as well as recovery in reed switch demand in transportation end markets. Our near-term backlog is very healthy with backlog realizable under a year increasing $15 million or 25% sequentially in the fiscal second quarter. Revenue decreased just under 1% year-over-year to approximately $37.9 million and operating income was $6.5 million or a 6% year-over-year decrease. The results reflected the economic impact of COVID-19 on our end markets, partially mitigated by productivity and expense savings in the quarter. Sequentially, revenue increased 2.5% excluding foreign exchange and operating margin improved approximately 100 basis points to 17.1%, reflecting favorable geographic mix and our productivity and cost actions. Laneway sales increased approximately 9% sequentially to $12.9 million focused around soft trim tools, laser engraving and tool finishing. As highlighted to the left, we have further innovated our customer design process given the global travel restrictions due to the pandemic. Intensive customer collaboration is at the heart of the customer intimacy model in all of our businesses and was slowed by COVID-related restrictions. By utilizing high-definition cameras and 3D software, we have created a remote approval process to enable customer engagement and design approvals despite global travel restrictions, allowing us to further the design process while maintaining a high degree of client engagement. Sequentially in our third fiscal quarter, we expect a slight revenue decline and a moderate decline in operating margin at Engraving, reflecting geographic mix and project timing. In our fiscal fourth quarter 2021, we expect an increase in revenue and operating margin sequentially and year-on-year. Turning to Slide 6 and Scientific segment. Scientific segment revenue increased 16.1% year-on-year to $17.9 million largely due to positive trends at retail pharmaceutical chains and medical distribution companies, much of it associated with the demand for COVID vaccine storage. Operating income increased 4.4% year-on-year to $4.2 million reflecting the volume increase balanced with investments to support our growth opportunities. Sequentially in the fiscal third quarter, we expect a moderate to strong increase in revenue and operating margin to be slightly ahead of second fiscal quarter 2021. This reflects volume growth driven by continued COVID-19 vaccine storage demand balanced with reinvestment in the business for R&D and growth opportunities. The segment's backlog realizable under a year increased approximately $4 million or 65% sequentially compared to fiscal first quarter 2021. We expect COVID vaccine storage demand to come in at the high end of our previously indicated $10 million to $20 million sales range in fiscal 2021. Turning to the Engineering Technologies segment on Slide 7. On a year-over-year basis, Engineering Technologies revenue and operating income decreased approximately 33.9% and 60.2% to $17.5 million and $1.4 million respectively. As expected, the revenue and operating income decrease reflected the economic impact of COVID-19 on the commercial aviation market, especially engine parts manufacturing. On a sequential basis, segment operating margin increased approximately 500 basis points on a similar revenue level to fiscal first quarter 2021 as a result of product mix and our ongoing productivity actions. Besides the early stages of recovery in our aviation end markets that we are seeing, we are also well positioned for continued space end market growth. In addition to projected government launch forecasts to support NASA and national security, we also have significant opportunities in commercial space markets. In the fiscal third quarter on a sequential basis, we expect a moderate increase in revenue, primarily due to the early stages of recovery in the commercial aviation end market. We expect operating margin to be sequentially similar to the second quarter due to higher sales mix of lower margin engine parts business, partially offset by productivity initiatives. On a year-over-year basis, Specialty Solutions revenue decreased approximately 17.8% to $22.8 million and operating income of $3.2 million or a 26% year-on-year decrease. As expected, the revenue and operating income decline reflected the economic impact of COVID-19 pandemic on this segment's end markets. Sequentially, in our fiscal third quarter, we expect a moderate sequential increase in revenue and operating margin reflecting a gradual recovery in the foodservice industry and strong order trends in the refuse markets. Supporting this outlook, our backlog realizable under a year increased sequentially approximately $3.5 million for 35% compared to Q1 fiscal 2021, reflecting ongoing recovery in food service equipment and refuse end markets. From a strategy standpoint, our emphasis on shifting hydraulics manufacturing capacity toward higher-margin aftermarket opportunities continues with aftermarket revenue increasing 15% year-on-year. The hydraulics business is also a potential beneficiary from a potential infrastructure bill with increased investment in roads and bridges. First, I will provide a few key financial takeaways from our fiscal second quarter 2021 results. We realized sequential improvement on several fronts during the quarter. First revenue increased at our Electronics, Engraving and Scientific segments and we expect revenue growth to continue in the third quarter in four out of our five reporting segments. From a margin standpoint adjusted EBIT margin also improved sequentially reflecting revenue growth, the impact of our cost efficiency and productivity actions, partially offset by continued rising raw material costs, primarily at our Electronics segment. We continue to focus our efforts on productivity actions and are on track to realize savings of over $7 million in fiscal '21 related to our previously announced cost actions. In addition, we further strengthened our financial profile through initiatives focused on free cash flow generation, reduced interest expense and tax rate and continued cash repatriation. We also generated approximately $17 million of free cash flow in the second quarter. We had approximately 95% free cash flow to net income conversion rate to the first half of fiscal 2021. On a consolidated basis, total revenue increased 1.7% year-on-year and 3.3% sequentially. Year-on-year revenue increase reflected contribution from our recent Renco acquisition and foreign exchange, partially offset by the economic impact of COVID-19. Organic revenue declined 4.3% year-on-year, much of it due to the impact of the pandemic. As we expected COVID-19 economic impact was most evident at the Engineering Technologies segment due to weakness in the aviation end market and the Specialty Solutions segment to weakness in the food service equipment and hospitality industries. Our recent Renco acquisition and foreign exchange impact offset the organic revenue decline. Renco contributed approximately $6 million to revenue or 3.9% offset to the organic revenue decline on a consolidated basis. In addition, FX contributed a 2% increase to year-on-year revenue growth. On year-on-year basis our adjusted EBIT margin declined by 60 basis points to 11.4%. This decline was primarily due to the economic impact of COVID-19 pandemic, increased raw material cost and increases in research and development initiatives offset by cost and productivity actions. On a sequential basis adjusted EBIT margin increased 40 basis points. Interest expense decreased approximately 17% year-on-year primarily due to lower overall interest rate as a result of the previously implemented variable to fixed rate swaps. In addition, our tax rate of 20.9% in the second quarter of 2021 was largely due to various tax optimization strategies we began to implement earlier in the fiscal year. For fiscal 2021 we continue to expect approximately 22% tax rate. This assumes a tax rate in the mid 20% range in the third quarter and a tax rate in the low 20% range in the fourth quarter of 2021. Adjusted earnings per share was a $1.05 in the second quarter of '21 compared to $0.99 a year ago. We continue to consistently generate free cash flow with a conversion to net income of over 140% in the second quarter of '21. We reported free cash flow of $17 million inclusive of $4.8 million pension payment, compared to $3.6 million a year ago. This free cash flow increase reflected solid working capital performance as we deleveraged the balance sheet by approximately $9 million in the quarter. Standex had net debt of $90.9 million at the end of December, compared to $106.2 million at the end of September. Net debt for the second quarter of '21 consisted primarily of long-term debt of $200 million and cash and equivalents of approximately $109 million with approximately $80 million held by foreign subs. Our financial strength was evident in several of our key metrics. Standex net debt to adjusted EBITDA leverage ratio was approximately 0.9 at the end of the second quarter with a net debt to total capital ratio of 15.4%. The Company's interest coverage ratio increased sequentially to approximately 10.3 times. We had approximately $200 million of available liquidity at the end of the second quarter and continued to repatriate cash with approximately $17 million repatriated during the quarter. We remain on plan to repatriate approximately $35 million in fiscal '21. From a capital allocation perspective, we repurchased approximately 36,000 shares for $2.5 million. There is approximately $35 million left remaining on our current repurchase authorization. We also declared our 226th consecutive quarterly cash dividend on January 28 of $0.24. Finally, we continue to expect fiscal 2021 capital expenditures to be between approximately $25 million to $28 million. Over the past few years we have meaningfully transformed our portfolio around high-quality businesses with attractive growth and margin profiles as well as strong end markets and customer value propositions. As a result of these substantial changes, our portfolio has never been in a better position. We believe it is now appropriate to provide a longer term, that is three to five-year, financial outlook. Specifically, we are targeting mid-single digit consolidated organic revenue growth on a compound annual basis. Our outlook assumes a continued macroeconomic recovery. Our businesses are well positioned to grow in exciting areas such as electric vehicles, renewable energy, smart grid, space commercialization, vaccine storage and 5G. We also have an active new product development process for our business, particularly in Electronics, Scientific and Engraving segments. We are targeting an adjusted EBITDA margin in excess of 20% compared to the 16.4% we reported in fiscal 2020. A few productivity initiatives to highlight include improving our Electronics cost position by implementing new manufacturing processes to address rising raw material prices, ongoing operational excellence actions to further standardize operating discipline across business units and continuing to fully leverage our G&A structure. We believe a free cash flow conversion ratio of 100% is achievable under these assumptions, particularly, given our continued working capital focus. Finally, it is our expectation that with this financial performance and disciplined capital allocation, we will increase our return on invested capital to above 12%. We will continue to exercise discipline in our capital allocation process as illustrated in this page. We have recently increased our hurdle for internal growth investments to over 20% IRR. In addition, we will continue to buy back our shares on an opportunistic basis. We expect a moderate revenue and operating margin improvement in fiscal third quarter 2021 compared to fiscal second quarter 2021 results and are well positioned for a stronger second half fiscal 2021. We also provided a longer-term financial outlook today reflecting our meaningfully transformed portfolio focused around businesses with attractive growth and margin profiles as well as strong end market and customer value propositions. Our substantial financial flexibility allows us to be opportunistic with an active pipeline of organic and inorganic growth opportunities. Our ongoing productivity and efficiency initiatives provide further opportunity to leverage these trends for improved financial performance. ","compname reports qtrly adjusted earnings per share of $1.05. previous cost actions remain on track. introducing longer term financial performance targets. qtrly adjusted earnings per share $1.05. expects to repatriate $35 million in fiscal 2021. expects fiscal year 2021 capital expenditures between approximately $25 million to $28 million. " "I'm Steve Rolfs, Senior Vice President and Chief Financial Officer of Sensient Technologies Corporation. During our call today, we will reference certain non-GAAP financial measures which we believe provide investors with additional information to evaluate the Company's performance and improve the comparability of results between reporting periods. These non-GAAP financial results should not be considered in isolation from or as a substitute for financial information calculated in accordance with GAAP. Our actual results may differ materially, particularly in view of the uncertainties created by the COVID-19 pandemic, governmental attempts at remedial action and the timing of a return of more normal economic activity. We urge you to read Sensient's filings, including our 10-K, our first quarter 10-Q, and our forthcoming second quarter 10-Q for a description of additional factors that could potentially impact our financial results. Please bear these factors in mind when you analyze our comments today. Now, we'll hear from Paul Manning [Phonetic]. I'm very pleased with the results of our Flavors & Fragrances Group as well as our Food & Beverage business in the Color Group. Flavors & Fragrances is up mid-single-digits in revenue and high-single digits in operating profit during the quarter, continuing its revenue growth trend from the first quarter. We also had favorable growth in our natural colors and pharmaceutical businesses, which were up in the quarter. The growth in these businesses was offset by the adverse impact of COIVD-19 in the personal care market and throughout Latin America, Europe and Asia-Pacific. Despite these COVID-19 headwinds and based on current trends, we expect to deliver on our earnings per share outlook for the year. I'm also pleased on the progress we had made during the quarter on our divestitures. We completed the sale of our Inks business and signed a definitive agreement to sell our Yogurt Fruit Prep business. We anticipate closing the Yogurt Fruit Prep sale in the third quarter. We continue to make progress on the divestiture of our aroma chemical and fragrance compound business, although we have been delayed by COVID-19. We believe we can close this transaction by the end of the year. All of our production facilities are open and have been throughout the pandemic. Our on-time delivery remains high and we have successfully managed our raw materials. Our staffing and attendance at our facilities remains outstanding and I'm very proud of the dedication of our employees. We will continue to closely monitor each of our production facilities to remain ahead of prevailing GMP and sanitation practices. As a result of COVID-19, we have incurred additional costs and we have experienced significant revenue headwinds in a number of businesses. Overall, the impact of COIVD-19 has reduced our earnings per share by approximately $0.10 year-to-date. The impact of COVID-19 on our Food & Beverage business is mixed. However, the impact is significantly negative for our personal care business. Now let me turn to the Groups. The Flavor Group had another nice quarter. Adjusted local currency revenue for the Group was up 5.7%. The Group continues to experience positive sales growth in the finished flavors and extract product lines as well as an improving picture in the flavor ingredient product lines. The natural ingredients business also had a solid quarter. The overall impact of COVID-19 was negative to the Group's revenue. The Group's revenue growth is based on strong new wins generated throughout 2019 and the first part of 2020, retaining existing business, and an overall decline in attrition which was a lingering effect from our earlier restructuring activities. Net of these factors, we had generated mid-single digit growth year-to-date and I anticipate the same growth rate for the remainder of the year. This quarter, the Flavor Group returned to quarterly profit growth with adjusted local currency operating profit up 8%. The higher profit was a direct result of the higher volumes, new wins, and the Group's production cost initiatives. Moving forward, I anticipate continued profit growth. Overall, the Group's operating profit margin was up 30 basis points in the quarter and I would anticipate a 50 basis point to 100 basis point improvement for the year. In summary, I expect mid-single digit revenue growth and mid to high single-digit operating profit growth for the Flavor Group for the remainder of the year. Within our Color Group, revenue for Food & Beverage Colors was up low-single digits for the quarter. Pharmaceutical had a nice quarter, up double-digits and natural colors continues to grow and that product line is up mid-single digits for the year. Similar to the Flavor Group, Colors continues to focus on retaining existing business and improving the Group's overall sales win rate. Unfortunately, the growth in Food & Beverage Colors revenue was offset by a more than 20% decline in our Personal Care business revenue. While we saw some improvement in our Personal Care business in Asia and Latin America, the demand for make-up in Europe and North America was down substantially in the quarter. Given the uncertainty with COVID-19 and continued restrictions, I would anticipate continuing challenges for this product line in the second half of the year. In terms of operating profit, the Color Group achieved mid-single-digit profit growth in Food & Beverage Colors for the quarter and has generated double-digit operating profit growth for the year. However, profit in Personal Care in the quarter was down by more than 35% due to the lower demand in make-up and other personal care products, and that was the main reason for the Color Group's overall decline in profit. The Color Group remains focused on production take-out actions. However, these actions need more time to realize their full potential and we do not expect that the actions will outpace the profit decline in Personal Care. Short of a significant opening of the world economy, I would expect the profit declines in the Personal Care business to continue for the remainder of the year. In summary, Food & Beverage Colors revenue is up nearly mid-single digits year-to-date and double digits for profit. For the back half of the year, I would expect mid-single digit revenue growth and mid-to-high single-digit profit growth for that product line. Because of the impact of the -- because of the impact of Personal Care, we would expect the Color Group to be flat in revenue and profit for the year. Our Asia Pacific Group had solid revenue growth in some regions but this growth was offset by declines in other regions as government COVID-19 restrictions have significantly impacted many sales channels. The Group delivered outstanding profit growth in the quarter and I anticipate the Group to return to revenue growth once restrictions in certain areas begin to ease. Based upon current trends, I expect Asia to deliver a low-single digit sales growth and mid-to-high single-digit profit growth for the year. Overall for the Company, we continue to focus on our supply chain. We have increased our inventory levels on certain key raw materials, and as a result, we are providing outstanding on-time delivery to our customers around the world. While we do experience supply chain disruptions, we have avoided any significant financial disruptions and we continue to reduce our overall inventory levels for the Company. I'm pleased with the progress we had made in the first six months of this year. The Flavor Group has had a great first half and I would anticipate this to continue in the second half. Our Food & Beverage Colors business is also performing well. In Asia Pacific, I'm confident that the strategy and investment we have in place will return this Group to revenue growth. While I am optimistic about our Food businesses, our Personal Care business will continue to struggle. Furthermore, the ultimate impact of COVID-19 remains unknowable. New product launches are significantly below prior year and there has been some customer SKU rationalizations. Nevertheless our business is strong and well-positioned to grow for the year. Steve will now provide you with additional details on the second quarter results. The adjusted results for 2020 and 2019 remove the impact of the divestiture-related costs and the operations divested or to be divested. The second quarter 2019 results do not include any divestiture-related costs. We believe that the removal of the gains and losses connected to the businesses that we are divesting provides a clearer picture to investors of the Company's performance. This also reflects how management reviews the Company's operations and performance. Included in this year's second quarter reported results is a gain realized related to the reclassification of accumulated foreign currency translation as a result of the sale of the Inks business as well as other divestiture-related costs, which were primarily non-cash. These items, which are included in the divestiture and other related costs, increased net earnings by $1 million or approximately $0.02 per share. In addition, this year's second quarter reported results include $28.2 million of revenue and an immaterial amount of operating income related to the results of the operations to be divested. Last year's second quarter results include $36.4 million of revenue and an immaterial amount of operating income from the operations to be divested. Excluding divestiture-related costs and the results of operations to be divested, consolidated adjusted revenue was $294.9 million in the second quarter of 2020 compared to $302.8 million in the second quarter of 2019. Consolidated adjusted operating income was $40.3 million in the second quarter of 2020 compared to $47 million in the second quarter of 2019. Adjusted diluted earnings per share was$0.70 in this year's second quarter. Compared to $0.81 in last year's second quarter. We have reduced debt by approximately $60 million since the beginning of the year and approximately a $120 million over the last 12 months. We have adequate liquidity to meet operating and financial needs through our cash flow and available credit lines. Our debt-to-EBITDA is now just under 2.7. Cash flow from operations was $107.6 million for the first six months of 2020, an increase of 41%. Capital expenditures were $21.4 million in the first six months of 2020 compared to $16.6 million in the first six months of 2019. We expect our capital expenditures to be approximately $50 million for the year. Our free cash flow increased approximately 45% during the first six months of 2020 to $86.2 million. We expect continued strong cash flow growth for the remainder of the year. Consistent with what we communicated during our last call, we expect our adjusted consolidated operating income and earnings may be flat to lower in 2020 because of the level of non-cash performance-based equity that may be deducted in 2020 based on our results. We also expected a higher tax rate in 2020 compared to our 2019 rate which was lower as a result of a number of planning opportunities. Based on current trends, the Company is increasing our GAAP earnings per share guidance to $2.10 to $2.35. This guidance now includes $0.35 to $0.40 per share of divestiture and other related costs and the results of the operations to be divested. This guidance also includes approximately $0.10 of currency headwinds based on current exchange rates. On an adjusted basis, based on current trends, we are maintaining our original estimate for the year of a range of $2.60 to $2.80, which excludes divestiture-related costs, the impact of the divested or to be divested businesses and foreign currency impacts. We are also maintaining our adjusted EBITDA guidance of low-to-mid single-digit growth. ","current diluted earnings per share guidance for 2020 is $2.10 to $2.35. reconfirms previously issued guidance of $2.60 to $2.80 for 2020 adjusted earnings per share. continues to expect 2020 adjusted ebitda to grow at a low to mid-single digit rate. sensient technologies - expect 2020 adjusted operating income to be flat to down at low-single digit rate, in each case on local currency basis. 2020 adjusted operating income will be impacted by higher non-cash performance-based compensation. full impact of covid-19 remains unknown and continues to create uncertainty. also confirming previously issued guidance for low to mid-single digit revenue growth in 2020. " "This information can be accessed by going to the Investor Relations section of the website. During the call, we will refer to non-GAAP financial measures in discussing the Company's performance. You can find a reconciliation of these measures to GAAP financial measures in our materials for today's call. Finally, Synchrony Financial is not responsible for and does not edit or guarantee the accuracy of our earnings teleconference transcripts provided by third parties. Synchrony delivered strong results during the second quarter, reflecting the power of our technology-enabled model, the durability of our partner-centric value proposition, and the early indications of a consumer resurgence. With now more than a year of the COVID-19 pandemic moving into the rearview mirror, I am proud of how our team has continued to execute on our strategic priorities. Our multi-product, multi-capability strategy has enabled us to nimbly adapt and deliver best-in-class products and services to address our partners' evolving needs, while also generating appropriate risk-adjusted returns for all our stakeholders. Let's get things started by reviewing some of the key financial highlights from the quarter. Net earnings reached a record $1.2 billion, or $2.12 per diluted share. This reflected an increase of $2.06 over last year as we mark the anniversary of the pandemic's initial impact on our business and really, the world. We are deeply grateful for all of the front line workers, scientists and leaders have done to support our community and make progress toward an eventual return to normalcy. Purchase volume grew 35% over last year, reflecting a 33% increase in purchase volume per account. This increased spend was broad-based across our five business platforms. This strength in purchase volume was largely offset by the persistently elevated payment rate trends resulting from the government stimulus and industrywide forbearance actions, leading to a slight increase in loan receivables, which were $78.4 billion for the second quarter. Average balances per account were down about 4% for the period, while new accounts were up about 58%. Net interest margin of 13.78% was 25 basis points higher than last year. Elevated payment rates and excess liquidity levels continue to have an impact on receivables and yield. The efficiency ratio was 39.6% for the quarter, primarily reflecting lower net interest income. Expenses were down about 4%, compared to last year and down 5% year-to-date as our cost efficiency initiatives continue as planned. We remain on track to remove about $210 million from our expense base by year end, even as we continue to invest in our business. Credit continue to perform very well. Net charge-offs were 3.57% for the second quarter, down almost 178 basis points from last year. Turning to our balance sheet. Deposits were down $4 billion, or 7% versus last year, reflecting retail deposit rate actions we took to manage our excess liquidity position. Deposits represented 81% of our funding mix at quarter end, a slight increase versus last year due to the retirement of some of our debt during the second quarter of 2021. During the quarter, we returned $521 million in capital through share repurchases of $393 million and $128 million in common stock dividends. We also continue to reinvest in our business. One of our greatest competitive differentiators remains our digital capabilities. We continue to invest in innovative products and services that enable our partners to meet their customers wherever and however they want to be met. That where and how, of course, can change fairly quickly, as can the objectives that our partners seek to achieve. So we need to stay nimble and ahead of the curve. We have continued to win and renew key partnerships, including our recent renewal with TJX Companies. This has been a very valuable partnership for over 10 years now, and we are excited to continue to provide innovative financing products to TJX customers. We also renewed 10 other programs during the quarter, including Shop HQ, Daniels, and Sutherlands and added four new programs, including JCB and Ochsner Health. Our go-to-market strategy utilizes innovative and scalable ways to reach and serve customers effectively across a broad spectrum of industries and financing needs and over the course of their life cycle. We have built a technology platform that harnesses our proprietary data analytics, cutting edge digital capabilities to offer a customized suite of products specifically designed with our partners and their customers in mind, all while delivering appropriately aligned economic outcomes. Our recent business reorganization, which included the creation of a growth organization and the redistribution of our partners from three sales platforms into five will allow us to better leverage these company resources and deliver swifter, more optimized products and capabilities for our partners and sustainable profitable growth for our business. In fact, the growth we expect to achieve within each platform will be driven by utilizing our suite of products to expand lifetime value, deploying more of our digital capabilities to expand customer reach, or adapting our value propositions to harness organic trends as the landscape evolves. In the case of our Home & Auto platform, a combination of all three. In particular, our home partnerships have been a focus of Synchrony's going back to our business inception when we started providing financing for appliance purchases. Over the years, we've significantly broadened the scope of this platform and expanded our customer reach. Today, Synchrony has penetrated across all distribution points in each sector of the home market, from big retailers, to independent merchants and contractors and OEMs and dealers, our Home platform provides financing solutions to about 60,000 merchants and locations across a broad spectrum of industries, including furniture and accessories, mattresses and bedding, appliances, windows, roofing, HVAC and flooring. Our partnerships are deeply rooted in industry expertise, data-driven strategic objectives, and mutually beneficial economic outcomes. The average length of our top 20 partners is over 30 years, because we are able to deliver a breadth of financing products, innovative digital capabilities, and seamless customer experiences that are customized to each partners' needs as they evolve over time. Our data insights and analytics expertise, when combined with the partners' own data, empowers each merchant as they seek to optimize their marketing, customer acquisition and sales strategies. And the value that our suite of products provides to their customers is clear, about 58% of our sales are repeat purchases. Whether customers are looking to upgrade their living room couch, or suddenly find themselves in need of a new washing machine, we enable our partners to consistently support those needs through a variety of financing options that are best suited to the customer and the particular purchase they're considering. So, whether we've been entrusted to enhance customer loyalty, drive transaction volume, or usher a retailers' adoption of digital assets, our strategy has enabled steady growth across the home market. For the four years prior to the pandemic, Synchrony's Home receivables grew at a 7% CAGR as consumers spend within home improvement, furniture and decor and electronic and appliances sectors each grew by between 4% and 8% annually. Certainly, the pandemic has brought with it both challenges and opportunities. As consumers quarantined in their homes, the desire to renovate their homes or upgrade their furniture and decor intensified. As people thought to leave crowded metropolitan communities for suburban neighborhoods, home improvement spend increased. In 2020 alone, the home industry represented an approximate $600 billion market opportunity. Synchrony serves a fraction of that today. Even as we normalize toward a pre-pandemic cadence, the consumers' desire to invest in their living spaces is as strong as ever, perhaps reflecting a secular shift in favor of more remote work. We have positioned our Home platform very well to capitalize on these trends. We have opportunities to deepen the scope and reach of existing partnerships, while also implementing a number of strategic initiatives to better leverage our core competencies and deepen our market penetration. For example, we have begun using more data and advanced analytics to enhance our acquisition marketing and drive higher repeat sales. We've also launched our direct-to-device capability, which puts the simplicity of our financing application and the power of our underwriting in the hands of the contractors and customers as they seek to install a new HVAC system, replace their windows or repair an oven. This direct-to-device technology is also being deployed in retailer locations, which helps shorten checkout lines and delivers a completely digital solution to apply and buy when in store. In short, we are excited about the opportunities for growth that we see in our Home platform. There are certainly some natural tailwinds in the industry that should feel home spend even as life normalizes in a post-pandemic world. But we are actually more excited about the ways in which we're leveraging our technological innovations to extend our customer reach, enhance the value of the products and services we offer, and deepen our competitive differentiation. As we continue to execute on our long-term strategy, we are driving even greater customer lifetime value for our partners, better experiences for their customers and strong returns for our stakeholders. As Brian mentioned earlier, the strong results we achieved during the second quarter reflected a number of factors. First, a healthy consumer with significant savings and pent-up demand to spend it leading to broad-based purchase volume growth. Second, continued strength in credit quality across our portfolio. We continue to closely monitor our portfolio as industrywide forbearance begins to expire across the broader consumer finance landscape and for some customers, as rental forbearance also expires. Finally, the strong positioning of our business, combined with consistent execution by our team, while we maintain focus on efficient delivery of customized financing solutions and digitally enabled customer experiences across our diverse portfolio of partners, merchants and providers focusing on the healthy consumer who has robust savings and desire to spend in an environment with improving economic trends. During the second quarter, consumer savings rates remained strong, unemployment continued to improve and consumer confidence reached a 16-month high. As a result, discretionary spend seems to be making a gradual return to pre-pandemic levels. In fact, a conference board survey from June indicated that there is also a healthy interest among consumers to spend on long-lasting manufactured goods over the next six months, including homes, cars, and major household appliances, which we expect to be a positive tailwind for our Home & Auto platform in particular. Across our diverse set of platforms, strong consumer spend trends contributed to 35% higher purchase volume compared to last year, primarily reflecting 33% stronger purchase volume per account. When comparing these trends to the more normalized operating environment of the second quarter 2019, and excluding the impact of Walmart, purchase volume was 18% higher in the second quarter 2021 and purchase volume per account was 22% higher. This demonstrates strong consumer demand translating to higher spend relative to pre-pandemic levels. Dual and co-branded cards accounted for 39% of the purchase volume in the second quarter and increased 56% from last year. On a loan receivables basis, they accounted for 23% of the portfolio and were flat to the prior year. Average active accounts were up about 2%, compared to last year and new accounts were 58% higher, totaling more than 6 million new accounts in the second quarter and over 11 million new accounts year-to-date. Loan receivables reached $78.4 billion in the second quarter, a slight increase year-over-year as the period [Phonetic] strong purchase volume growth was largely offset by persistently elevated payment rate. This marks the first quarter of year-over-year growth since the start of the pandemic. Payment rate was almost 300 basis points higher when compared to last year, which primarily led to a 6% reduction in interest and fees on loans. RSAs increased $233 million, or 30% from last year and were 5.25% of average receivables. The increase relative to last year's second quarter was primarily reflecting the significant improvement in net charge-offs. As a reminder, our retailer share arrangements are designed to share in the program's performance and when the portfolios are performing better on a risk-adjusted basis, our partner share in this performance. So the RSA is performing as it is designed and the elevated levels we have seen over the last few quarters are a reflection of Synchrony's particular financial strength through the pandemic. We continue to expect RSAs to decline as net charge-offs begin to rise. With an improved credit performance and a more optimistic macroeconomic environment, we reduced our loan loss reserves by $878 million this quarter. Other income decreased $6 million, generally reflecting higher loyalty program costs from higher purchase volume during the quarter. Other expense decreased $38 million due to lower operational losses, partially offset by an increase in employee, marketing and business development, and information processing costs. Moving to Slide 8 and our platform results. We saw a broad-based purchase volume growth across all five platforms as consumers have become increasingly confident and remaining local restrictions are being lifted. Both our Health & Wellness and Diversified & Value platforms experienced more than 50% growth in purchase volume. In Health & Wellness, this primarily reflected lifting of local restrictions on in-person interactions and consumers being more comfortable with the environment and undergoing elective procedures. The lifting of state restrictions was also a primary driver of the significant purchase volume growth in our Diversified & Value platform as consumers increased their discretionary spend in categories like clothing and assorted household goods. Meanwhile, purchase volume grew by 30% in our Digital platform, 25% in Home & Auto and 9% in Lifestyle. Loan receivable growth trends by platform generally reflected stabilization or modest growth versus the prior year as the higher purchase volume was partially offset by the elevated payment rates. The one exception being our Diversified & Value platform, which is also impacted by store closures in 2020. Average active account trends were mixed on a platform basis, up by as much as 5% in Digital and down by as much as 6% in Health & Wellness. The active account growth in Digital generally reflected the combination of a shift in the timing of an annual promotional events and the ramp up of some of our recent partner launches. The active account decline in Health & Wellness was primarily associated with the continued strength in consumer balance sheets. Interest and fees were generally down across the platforms, with the exception of Lifestyle due to lower yield as a result of elevated payment trends we've been discussing. I'll move to Slide 9 to discuss net interest income and margin trends. During the quarter, the continued combined impacts of the March stimulus and high savings balance built during the pandemic led to higher-than-average payment rate across our portfolio. As Slide 9 shows, payment rate ran approximately 280 basis points higher than our five-year historical average and about 300 basis points higher relative to last year's second quarter. It's worth noting the gradual moderation in payment rate from April to June, at which point the payment rate was 18.5%, a 90 basis point decrease for the March monthly peak of 19.4%. We expect continued gradual moderation in payment rate as consumers continue to spend the excess savings they accumulated resulting from the combined impact of stimulus and slower discretionary spend during the lockdown. Interest and fees were down about 6% in the second quarter, reflecting lower finance charge yield from elevated payment rate trends and continued lower delinquent accounts resulting from our strong credit performance. Net interest income decreased 2% from last year. The net interest margin was 13.78%, compared to last year's margin of 13.53%, a 25 basis points year-over-year improvement driven by favorable interest-bearing liabilities costs and mix of interest earning assets, partially offset by the pandemic's impact of loan receivable yield. More specifically, interest-bearing liabilities costs were 1.42%, a year-over-year improvement of 73 basis points, primarily due to lower benchmark rates. This provided a 62 basis point increase in our net interest margin. The mix of loan receivables as a percent of total earning assets increased by 170 basis points from 78% to 79.7% driven by lower liquidity held during the quarter. This accounted for 32 basis point increase in the margin. The loan receivables yield was 18.62% during the second quarter. The 84 basis points year-over-year reduction reflected the impact of higher payment rate and lower interest and fees, which we discussed earlier and impacted our net interest margin by 65 basis points. We continue to believe that in the second half of the year liquidity will continue to be deployed into asset growth and slowing payment rates should result in a higher interest and fee yields leading to increasing net interest margin. Next, I'll cover our key credit trends on Slide 10. In terms of specific dynamics for the quarter, I'll start with the delinquency trends. Our 30-plus delinquency rate was 2.11%, compared to 3.13% last year. Our 90-plus delinquency rate was 1%, compared to 1.77% last year. Higher payment trends continue to drive delinquency improvements. Focusing on the net charge-off trends. Our net charge-off rate was 3.57%, compared to 5.35% last year. Our reduction in net charge-off rate was primarily driven by improving delinquency trends as customer behavior pattern improved over the last several quarters. Our allowance for credit losses as a percent of loan receivables was 11.51%. As far as our credit outlook is concerned, we are monitoring trends in our portfolio closely as the accounts enrolled in multiple forbearance programs roll off, but have not seen any indication in our portfolio to date. Our best expectation at this time is that, delinquencies should begin to rise sometime in the back half of 2021, leading to peak delinquencies in mid-2022. This would translate a net charge-off peak in late 2022. Moving to Slide 11, I will cover expenses for the quarter. Overall expenses were down $38 million, or 4% from last year to $948 million as we continue to execute on our strategic plan to reduce cost and remain disciplined in managing our expense base. Specifically, the decrease was driven by lower operational losses, partially offset by increased employee, marketing and business development, and information processing costs. The efficiency ratio for the second quarter was 39.6%, compared to 36.3% last year. The main driver of the increase of the efficiency ratio was a negative impact from lower revenue that resulted from a combination of lower receivables and lower interest and fee yield. This was partially offset by a reduction in expenses. Moving to Slide 12. Given the reduction in our loan receivables in 2020 and early 2021 and the strength in our deposit platform, we continue to carry a higher level of liquidity. While we believe it's prudent to maintain a higher liquidity level during uncertain and volatile periods, we continue to actively manage our funding profile to mitigate excess liquidity where appropriate. As a result of this strategy, there was a shift in our mix of funding during the quarter. Our deposits declined $4.3 billion from last year. Our securitized and unsecured funding sources declined by $2.6 billion. This resulted in deposits being 81% of our funding, compared to 80% last year with securitized funding comprising 10% and unsecured funding comprising 9% of our funding sources at quarter end. Total liquidity, including undrawn credit facilities, was $21.2 billion, which equated to 23% of our total assets, down from 29% last year. Before I provide details on our capital position, it should be noted that we elected to take the benefit of the transition rules issued by the joint federal banking agencies, which had two primary benefits. First, it delays the effect of the CECL transition adjustment for an incremental two years. And second, it allows for a portion of the current period provisioning to be deferred and amortized with the transition adjustment. With this framework, we ended the quarter at 17.8% CET1 under the CECL transition rules, 250 basis points above last year's level of 15.3%. The Tier 1 capital ratio was 18.7% under the CECL transition rules, compared to 16.3% last year. The total capital ratio increased 250 basis points to 20.1% and the Tier 1 capital plus reserves ratio on a fully phased in basis was 28%, compared to 26.5% last year, reflecting the impact of the retained net income. During the quarter, we returned $521 million to shareholders, which included $393 million in share repurchases and paid a common stock dividend of $0.22 per share. During the quarter, we also announced the approval of a $2.9 billion share repurchase program through June 2022, as well as our plans to maintain our regular quarterly dividend. We will continue to take an opportunistic approach to returning capital to shareholders as our business performance and market conditions allow subject to our capital plan in any regulatory restrictions. As we exit the pandemic and the environment normalizes, we are confident in our capabilities and positioning of our business. We are emerging from this period as a stronger and more dynamic Company and we're excited about the opportunities we see to drive strong financial results and shareholder value. While the pandemic has presented our Company and the world with never before seen challenges, Synchrony has continued to rise to the occasion facilitating the evolution of many of our partners as a new operating environment has been ushered in. We have a truly unique understanding of the partners we serve and the customer needs they seek to address. We have an almost 90-year history in consumer financing. We have continued to invest in our comprehensive product suite, amass our proprietary data and leverage our advanced analytics to achieve targeted outcomes for each of the merchants we work with. We have been consistently investing in digital innovation for years and have demonstrated how effectively we can adapt to deliver the value our partners have come to expect, while also driving strong financial results and attractive returns for our shareholders. We will now begin the Q&A session. So that we can accommodate as many of you as possible, I'd like to ask the participants to please limit yourself to one primary and one follow-up question. If you have additional questions, the Investor Relations team will be available after the call. Operator, please start the Q&A session. ","qtrly diluted earnings per share $2.12. qtrly net interest income decreased $84 million, or 2%, to $3.3 billion. " "For today's call, I will provide opening comments, followed by Preston with an update on the trends we saw during the quarter. Glenn will then provide additional details regarding our quarterly results before opening the call to Q&A. For the quarter, we posted organic sales growth of 8.4% versus 2019, driven by excellent double-digit growth from our MedSurg and Neurotechnology businesses, but this was offset by softer sales of hip, knee and spine due to the resurgence of COVID-19. A slowdown in deferrable procedures primarily impacted the US and worsened through the quarter. While our implant businesses were challenged, we saw strong results for our Mako product technology and capital products across our MedSurg portfolio. In addition, we had strong performances from our more emergent businesses, including our core trauma business and another standout performance by Neurovascular. International organic growth of 12%, again, outpaced growth in the US, representing robust performances and lessening impacts of COVID-19 across most major geographies, including strong results across Europe, Australia, Canada and emerging markets. Our year-to-date organic growth is 7.6%. And with the continued uncertainty related to COVID recovery as well as healthcare staffing shortages, we are updating our full year organic sales growth guidance to 7% to 8% compared to 2019. Our capital equipment order book remains strong, and we are well positioned for the eventual procedure recovery. Our adjusted earnings per share grew 15% versus 2019, and we continued our focus on driving cash flow, leading to a year-to-date cash conversion of 87%. The earnings per share growth, although solid, was lower than our expectations and is reflected in our updated guidance, which Glenn will elaborate on. Meanwhile, we are pleased with our cash flow performance, which provides us with additional flexibility for future M&A opportunities. While the quarter did not progress as we had anticipated due to the Delta variant, we remain confident in the outlook for our businesses as evidenced by our strong international MedSurg and Neurotechnology performances. We expect these businesses to continue to perform at high levels with the uncertainty most concentrated in deferrable procedures in the United States. We continue to feel bullish about our longer-term prospects as the pandemic recedes with our proven strategy and strong fundamentals. We are excited to share more with you at our upcoming Analyst Day on November 18th. My comments today will focus on providing additional insights into the current environment, including how certain products and geographies performed during the quarter. In addition, I will provide an update on the continued integration of Wright Medical, including the performance of our combined trauma and extremities business. During the quarter, significant spikes of the COVID-19 Delta variant drove increased infections and hospitalizations that require higher hospital bed utilization, which ultimately led to the deferral of elective procedures. In addition to increased hospitalization, hospital staffing shortages also pressured procedural volumes throughout the quarter. This primarily impacted our implant-related businesses including hips, knees and spine, which can be, in many cases, deferred for a period of time. However, the disease states that we treat are degenerative and the patients that defer their procedures will eventually return to have those procedures completed. The impact on elective procedures was more pronounced in the United States than on other geographies outside the United States. Within the United States, there were areas of disruption in most states but disruption was more widespread in the Southeast and Southwest portions of the country, impacting major markets like Florida and Texas throughout the quarter. Other markets around the world, including China, Japan and Australia experienced intermittent lockdowns throughout the quarter, which also drove uneven results across our implant-related businesses in those markets. During the quarter, Europe, which was more impacted by COVID in previous quarters, had impressive organic growth compared to 2019. COVID related hospitalizations in the United States began to trend upwards toward the end of July and then progressively worsened peaking at beginning of September. At the end of the quarter, infection and hospitalization rates were declining in impacted regions and has continued into October. As a result, we are beginning to see some improvements in our more impacted businesses through the first few weeks of October. However, we expect the recovery will be partially muted by discontinued hospital staffing challenges and ongoing COVID related volatility. Our assumption for the fourth quarter is that deferrable procedures will gradually return, starting with a low base in October before returning to more normal levels by the end of the quarter. As a result, we expect that the fourth quarter growth rates for our more deferrable businesses will be similar to the third quarter. Despite the ongoing challenges with elective procedures, we had strong performances in our more emerging businesses like Neurovascular, which grew strong double digits compared to 2019 as a result of continued market expansion and ongoing global demand for our innovative technologies. In addition, demand for our capital equipment remains healthy as evidenced by our continued strong sales performance and robust order book for small and large capital products, including our surgical technologies, emergency care and neurosurgical businesses. The ongoing strength in capital is also reflected in the continued demand for our Mako robotic technology. Our industry-leading Mako robot continues to help surgeons improve patient outcomes by knowing more and cutting less. This trend across capital is expected to continue as hospitals take advantage of flexible financing and prioritize capital products like those within our portfolio that are critical to providing emergency care, driving profitable procedures and ensuring safe working environments for caregivers and patients. Turning to the Wright Medical integration, which continues to progress in all regions and functions. United States commercial integration has moved past the sales force realignment and is now focused on continued business process improvements and system efficiencies. The teams have also developed long term product pipeline strategy. Outside the United States, we continue to work through integration activities, including sales force and indirect channel alignment across all key geographic regions. Overall, we remain pleased with the progress and the pace of integration over the past year. Including Wright Medical, the combined US Trauma and Extremities business has grown 8.1% year-to-date. The year-to-date growth in the United States has been driven by strong double digit growth in both our core trauma and upper extremities businesses, reflecting the execution of the sales integration in the United States. Outside the United States, sales have declined 3.8% year-to-date, driven by timing of distributor conversions in Latin America and Asia Pacific and declines in our legacy Trauson and Trauma business in China as a result of the provincial tendering process. Considering the latest results, ongoing COVID related volatility and the provincial tenders in China, we now expect our combined Trauma and Extremities business to grow mid single digits for the full year. Today, I will focus my comments on our third quarter financial results and the related drivers. As a reminder, we are providing our comments in comparison to 2019 as it is a more normal baseline given the variability throughout 2020. Our organic sales growth was 8.4% in the quarter. The third quarter included the same number of average selling days as Q3 2019 and Q3 2020. Compared to 2019, the two year impact from pricing in the quarter was unfavorable 2.2%. Versus Q3 2020, pricing was 0.7% unfavorable. Foreign currency had a favorable 1.2% impact on sales. Our MedSurg and Neurotech businesses saw another very strong quarter, continuing the growth momentum of the second quarter with double digit growth in both segments. Our Orthopedics and Spine businesses have been adversely impacted by increases in hospitalization rates starting in early August, especially in the US as a result of the Delta variant. The corresponding impact on elective procedures has significantly slowed the recovery in our Orthopedics and Spine implant businesses. For the quarter, US organic sales increased 7.1%, reflecting the continued strong demand for Mako, instruments, medical and neurovascular products. International organic sales showed strong growth of 12%, impacted by positive sales momentum in Europe, Australia, Canada and emerging markets. Our adjusted quarterly earnings per share of $2.20 increased 15.2% from 2019, reflecting sales growth, gross margin expansion and a lower quarterly effective tax rate, partially offset by the impact of business mix and higher interest charges resulting from the Wright acquisition. Our third quarter earnings per share was positively impacted from foreign currency by $0.04. Now I will provide some highlights around our segment performance. Orthopaedics had constant currency sales growth of 19.9% and organic sales growth of 2%, including organic growth of 1% in the US. This reflects the impact of the slowdown in elective procedures as a result of the Delta variant, which primarily impacted our hip and knee implant businesses. Our knee business grew 0.9% organically in the US, reflecting the previously mentioned impact on elective procedures, offset by continued adoption of our robotic platform for total knee procedures. Our US trauma business grew 8.8%, reflecting solid performances across the portfolio. Other ortho grew 19.8% in the US, primarily reflecting demand for our Mako robotic platform, partially offset by declines in bone cement. Internationally, Orthopaedics grew 4.1% organically, which reflects the strong performances in Europe and the momentum in Mako internationally, somewhat offset by the increased impact of restrictions imposed on elective procedures due to COVID, especially in Japan. For the quarter, our Trauma and Extremities business, which includes Writer Medical delivered 3.2% growth on a comparable basis. In the US, comparable growth was 7.4%, which included double digital growth in our upper extremities business. In the quarter, MedSurg had constant currency and organic sales growth of 12%,,which included 12% US organic growth as well. Instruments had US organic sales growth of 15.9%, led by double digit growth in their orthopedic implants and surgical technology businesses, which include power tools, waste management, smoke evacuation and skin closure products. Endoscopy had US organic sales growth of 10.6%, reflecting strong performances across their portfolio, including video and general surgery products and strong double digit growth of their communications and sports medicine businesses. The Medical division had US organic growth of 12.5%, reflecting double-digit performances in its emergency care and Sage businesses. Internationally, MedSurg had organic sales growth of 12%, reflecting strong growth in the Endoscopy, Instruments and Medical businesses across Europe and Australia. Neurotechnology and Spine had organic growth of 11.8%. This growth reflects double digit performances in our neurovascular, neurosurgical and interventional spine businesses. Our Neurovascular business had particularly strong growth of approximately 26% and makes up roughly 30% of this segment. Our US Neurotech business posted an organic growth of 11.8%, reflecting strong product growth in Sonopet iQ, Bipolar Forceps and Bone Mill. Our US Neurovascular business had significant growth in all categories of products, including hemorrhagic, flow diversion and ischemic. Internationally, Neurotechnology and Spine had organic growth of 24.6%. This performance was driven by strong neurotech demand in China and other emerging markets as well as Europe and Australia. Now I will focus on operating highlights in the third quarter. Our adjusted gross margin of 66.3% was favorable approximately 55 basis points from third quarter 2019. Compared to the third quarter in 2019, gross margin was primarily impacted by acquisitions, which was partially offset by business mix and price. Adjusted R&D spending was 6.7% of sales, reflecting our continued focus on innovation. Our SG&A was 34.1% of sales, which was slightly negative as compared to the third quarter of 2019. This reflects continued cost discipline and fixed cost leverage, offset by ramping of certain expenses, hiring to support future growth and the dilutive impact of the Wright Medical acquisition. In summary, for the quarter, our adjusted operating margin was 25.4% of sales, which is approximately the same as third quarter 2019. This performance primarily resulted from our positive sales momentum, offset by the dilutive impact of acquisitions, primarily Wright Medical. Related to other income and expenses compared to the third quarter in 2019, we saw a decline in investment income earned on deposits and interest expense increases related to our debt outstanding for the funding of the Wright Medical acquisition. Our third quarter had an adjusted effective tax rate of 14%, which was impacted by our mix of US, non-US income and favorable discrete items during the quarter. Our year-to-date effective tax rate is 14.8%. For the year, we continue to expect an adjusted effective tax rate of 15% to 15.5%. Focusing on the balance sheet, we ended the third quarter with $2.6 billion of cash and marketable securities and total debt of $12.7 billion. year-to-date, we have paid down $1.2 billion of debt. In October, we completed the refinancing of our revolving credit facility and increased that facility from $1.5 billion to $2.25 billion. Turning to cash flow. Our year-to-date cash from operations was approximately $2.3 billion. This performance reflects the results of earnings and continued focus on working capital management. Based on our performance in the third quarter, the continued volatility experienced as a result of COVID, procedural delays in hospital staffing shortages as well as uncertainty around the pace of recovery in the fourth quarter, we expect 2021 organic net sales growth to be in the range of 7% to 8%. As it relates to sales expectations for Wright Medical, we now expect comparable growth for Trauma and Extremities to be in the mid single digits for the full year when compared to the combined results for 2019. If foreign currency exchange rates hold near current levels, we expect net sales in the full year will be positively impacted by approximately 1%. Adjusted net earnings per diluted share will be positively impacted by approximately $0.05 to $0.10 in the full year and this is included in our revised guidance range. Based on our performance in the first nine months and including consideration of the aforementioned volatility impacting the recovery of elective procedures and the full year Wright Medical impact, we now expect adjusted net earnings per diluted share to be in the range of $9.08 to $9.15. And now I will open the call for Q&A. ","q3 adjusted earnings per share $2.20. expect 2021 organic net sales growth to be in range of 7% to 8% from 2019. expect 2021 adjusted net earnings per diluted share to be in range of $9.08 to $9.15. " "A copy of these materials can be found in the Investors section at sysco.com. To ensure that we have sufficient time to answer all questions, we'd like to ask each participant to limit their time today to one question and one follow-up. I hope that you and your families are staying safe and healthy. I will provide an update on our business transformation and I'll share some highlights of our preparation for the pending business environment recovery. As we have discussed during prior calls, Sysco has taken swift and decisive action throughout the pandemic to help our customers succeed during a time of disruption. We have carefully managed our associate productivity, inventory productivity, and business investments. To that end, we initiated a bold business transformation to strategically transform our company for long-term success. I am pleased to confirm that our business transformation remains on track and we are confident that the strategic initiatives will enable profitable future growth and will differentiate Sysco from our competitors. The COVID environment has placed substantial restrictions upon the customers we serve in the food-away-from-home sector and has disrupted our marketplace. In light of those realities, we are pleased with the financial results that we delivered in the first half of fiscal 2021, and for the second quarter, we performed generally in line with our expectations adjusted for the environment. While our second quarter financial results were down compared to prior year, we delivered a profitable quarter despite 23% decline in our top line sales and funded investments to enable our transformation. Our customers experienced increasingly restrictive conditions on their operations during the second quarter, which were most notable in December when restaurant traffic and sales declined. Additionally, our international segment has been hard hit due to tougher restrictions in the countries in which we operate. At Sysco, we are not taking the restrictions on customers as a gravity issue. We are doing more than ever before to help our customers navigate this challenging environment. I am pleased to report that during the second quarter Sysco gained overall market share versus the rest of the industry, reflecting the early progress of our transformation and the success we're having in winning new business, We continue to win meaningful business in the national account space and signed an incremental $200 million of net new business in the quarter, which totals more than $1.5 billion of net new contracted business since the start of the pandemic. Additionally, throughout the second quarter, we began making investments in preparation for the business recovery that we believe will begin in calendar year 2021. Those investments will increase in the third fiscal quarter and Aaron will speak more to this in a moment. Examples of investments during the second quarter include investments in our customers, in our people, in our working capital, and in our technology. I'd like to highlight some examples of each of these purposeful choices. Investments in our customers, including our new Restaurants Rising campaign, which makes it easier for restaurants to succeed and strengthen their business for the future. Most notably, we announced in November that we are eliminating minimum delivery requirements for regularly scheduled delivery days, which provides operators significant flexibility in managing their business and makes it easier to order what they need when they need it. In addition, we are not eliminating delivery service days during the second wave of COVID, a practice we know select competition is currently doing. We see the light at the end of the tunnel and as such, we are prioritizing customer service. A little incremental expense right now is a small price to pay for customer loyalty and partnership. Our sales consultants are leveraging the restaurants rising program to retain current customers and help Sysco attract and serve new ones. In addition to the no order minimums commitment, Sysco's sales consultants are assisting their customers with setting up touchless menus, optimizing delivery and takeout operations, and helping with marketing programs to create awareness of our customers' operations, just to name a few of our value-added services. I'm proud to report that our Net Promoter Score increased by more than 1,000 basis points in the quarter due in large part to the connections with our customers generated by the Restaurants Rising program. The NPS increase was our largest quarterly increase in our company's history. Importantly, as you can see on page seven in our slides, the incremental closure rate of Sysco's customers is 50% below the industry average. And lastly, we onboarded more new local customers in Q2 than in any single quarter in the last five years. In addition to investing in our customers, we are making investments in our people. We are intentionally retaining drivers despite the volume decline in December to ensure we have them available for our pending volume recovery. Drivers are in short supply across the country and while this investment will drive some incremental transportation expense in the short term, over the long term, it will help ensure that Sysco is able to maximize our share gains during the upcoming business recovery. As you know, we made changes to our sales organization and sales compensation during the summer. Our associate retention has improved compared to historical retention rates and our improved retention will help with sales productivity metrics in the future. We are beginning to make investments in working capital to position the right products in the right locations in preparation for the upcoming business recovery. Sysco has the broadest inventory assortment in the industry. Our ability to ship product on time and in full during the upcoming period of volume recovery is a core element of what makes Sysco the strongest broadline distributor in the industry. We have the financial strength and capacity to invest in products and in inventory, while other foodservice distributors may struggle with sufficient cash flow to make similar investments in the coming quarters. We are also offering payment plans in partnership with our customers to ensure their continuity. Lastly, we are making strategic investments in our technology to improve the customer experience. This includes our Sysco Shop technology, our new pricing software and improvements we are making in our supply chain systems. Sysco's ability to invest in our customers, our people, our inventory and our technology while delivering a profitable quarter during this pandemic is a testament to the strength of our balance sheet and our leadership team. I'd like to turn now to providing an update on our business transformation. First, as we have shared previously, we are focused on advancing our customer-facing digital tools to improve the customers' experience with Sysco and drive incremental sales. Priority number one is improving our mobile ordering platform Sysco Shop. Notably, we are now onboarding new customers in less than 24 hours, a step change improvement. The number of customer orders placed through Sysco Shop continues to meaningfully increase throughout the quarter. Additionally, our new pricing software is now live in our first test region. We are learning a lot through this regional pilot and we remain on track to roll out the pricing system across the country. The goal of this effort is to improve pricing transparency with our customers and drive incremental sales in gross profit growth by optimizing prices at the customer item level. Additionally, by automating customer level pricing, we will free up time for our valued sales consultants to spend with customers on value-added activities, such as menu design, Sysco brand penetration, and other drivers of sales and margin. Second, we are improving our go-to-market selling strategy by transforming our sales process. Through our sales transformation, we have an improved more customer-centric organizational structure. Our sales transformation is progressing well and the team-based selling approach is gaining traction. We have created and built new specialist selling positions. We have implemented a sales quarterback position that helps guide the collective sales teams across a given geography. As I mentioned on our last call, we have launched our first cuisine segment go-to-market selling strategy and we are seeing initial signs of success with that customer segment through incremental market share gains. We will roll out this program to additional cuisine segments in calendar 2021. Lastly, Sysco completed the regionalization of our field leadership structure at the start of our second quarter. I am pleased to report that our new regional presidents are in place and are finding quick wins to improve our business. The average tenure of our market and regional leaders is over 20 years and these experienced and talented leaders are highly capable of driving top performance within Sysco. Examples of quick wins include optimizing our inventory assortment across multiple physical sites and optimizing the servicing of key customers by ensuring the most efficient physical location services each customer location. To be a great company, you need to have a world-class leadership team. I am pleased that during the quarter, we made important progress in strengthening our leadership team. Aaron Alt joined Sysco as our Chief Financial Officer. Aaron is a proven finance leader with over 20 years of experience in foodservice and retail leadership positions. He has a track record of transformation and value creation at large organizations in multiple industries. Additionally, Tom Peck has joined Sysco as Chief Information and Digital Officer. Tom has experience leading enterprise information technology strategy, services, operations risk, and cybersecurity for large global enterprises. In his most recent role, he worked great global B2B distributor in the electronics industry, experience that is directly applicable to the transformational journey at Sysco. Additionally, Tim Orting has officially started his position leading our International division. Tim will be based in our London offices and will be responsible for driving profitable growth and operational excellence across our international geographies. With Tim joining Sysco, I was able to reduce the number of my direct reports by four, which allows me to focus more of my time and energy on managing the strategy development and execution of the company. Joel Grade has begun his new role leading business development and is actively engaged in identifying new sources of growth for Sysco. I am pleased to say that the transition of Sysco's leadership team is now complete. We have a strong management team that balances Sysco and foodservice industry expertise with best-in-class experience from other industries. Our new leaders join a talented and experienced Sysco leadership team. Greg Bertrand, the leader of our U.S. business has over 35 years of industry experience and 30 years specific with Sysco. Greg's expertise and steady hand in running our largest business during the COVID disruption has been invaluable. I appreciate his leadership and the strong impact he has on our results. Great leadership teams work as a team on a common agenda. Our transformation strategy has galvanized this leadership team around a common purpose, and I am honored to work with them to set the standard for foodservice distribution for many years to come. I report to you today with strong confidence that a pending business recovery sits before us. As vaccine administration mixed progress across the globe, the restrictions currently placed upon our customers will begin to ease. We can see in our performance data that once those restrictions ease, consumers are ready and willing to eat away from home. At Sysco, we are working to maximize our opportunity to recover faster than the industry. We have an opportunity to gain market share, given our financial strength and our compelling business transformation. We are prepared to do more than any other foodservice distributor in the industry to ensure the success of our customers. And our customer success will generate business growth for Sysco. Our industry-leading sales force has been inspired by the Restaurants Rising campaign to support our customers at levels higher than any point in our proud history. Our warehouse and delivery associates are the best in the business, working hard every day to ensure we ship to our customers what they want when they need it. I am proud of their dedication during this challenging operating time. At Sysco, our customers are an inspiration to us and we will show them just as much determination and how we serve them. I am really excited to be at Sysco. Before I joined Sysco, what I could see from the outside was a company with global scale, a strong competitive position and great profitability and liquidity for the industry. Now that I'm on the inside, I see all of that in addition to a driven leadership team relentlessly focused on being ready for the business recovery and then driving a customer and capability-led transformation. In short, I see many opportunities in front of us to create shareholder value. I will start today with second quarter results for the enterprise and our business segments, followed by an update on cash flow. Second quarter sales were $11.6 billion, a decrease of 23.1% from the prior year, but flat to the prior quarter. Sales had been trending ahead of Q1 through October and November as restrictions eased, but new lockdown restrictions during December reversed the earlier progress, particularly in the International segment. There are a couple of additional metrics. For the quarter, local case volume within U.S. Broadline operations decreased 19.7% while total case volume within U.S. Broadline operations decreased 23.7%. We do know that there is keen interest in the continued impact of COVID. The answer varies by region. Europe went into lockdown in December and is expected to remain in varying degrees of lockdown for a significant portion of the second half. However, since the week after the holidays, we have been seeing signs of life from volume improvements in our U.S. FS business and SYGMA continues to grow. This battle will be fought week by week, region by region for the next couple of quarters until the vaccination is widespread and the business recovery takes hold. The only commitment we can make is that we will be ready and more competitive than ever. As we move down the P&L, gross profit decreased 25.8% to $2.1 billion in the second quarter. Most of the decline in gross profit was driven by lower volumes due to COVID. However, we did see a modest gross margin dilution at the enterprise level of roughly 67 basis points as our rate came in at 18.2%. A couple of thoughts on that. First, we typically see a seasonal decline in gross margin sequentially from the first quarter through the second quarter as we did this year. Second, our largest segment US Foodservice and its partner segment SYGMA, each had a flat gross margin rate versus the same pre-COVID, quarter which is frankly remarkable given these market dynamics. Given the growth of our national accounts business at SYGMA, which is lower margin, we did see business mix shift, which accounted for the vast majority of the margin rate change. Our enterprise margin was also impacted by the International and other businesses as both showed gross margin decline in the quarter for reasons which are being addressed. Our expense profile changed over the course of our second quarter as adjusted operating expense decreased 15.3% to $1.9 billion. This expense profile reflects a deleverage of our cost structure as sales remained down 23%. These results arise from some purposeful choices. First, and on the positive side of the equation, we targeted and achieved increased productivity in key areas such as our warehouse network. We also maintained our key transportation efficiency metrics despite significant swings in case volume. Second, we continue to make excellent progress against our $350 million of cost savings initiatives in fiscal 2021. I can see the savings in the detailed income statement, and we continue to identify and pursue more opportunities. Third, but on the other side of the equation, we have made the purposeful choice to leverage our financial strength to prepare for the business recovery before it happens. As previously announced, we changed our sales consultant compensation to include both the fixed and variable component to drive retention and focus on key operational metrics. We can see that change working in our market wins. Additionally, we brought back hundreds of associates in the second quarter in support of our business model. In the third quarter, and indeed in the back half, we anticipate we will hire thousands of additional sales consultants, new business developers, culinary experts and operations associates in anticipation of the pending business recovery. We plan to be ahead of the recovery curve, not catching up and we have the financial resources to do just that. Finally, as Kevin mentioned, we continue to make purposeful investments in our capability builds in support of our transformation, pricing, customer experience, sales, vendor management and personalization. While we expect significant returns on these efforts in future quarters, the investment dollars are offsetting part of our savings in the second quarter and will do so in the back half. When combined with the impact of slower openings in our International segment, we expect our third quarter results to be more challenging than originally anticipated. However, as volume returns and grows, whether due to market recovery or our purposeful investments, we expect to move up the sales curve more rapidly than others and expect over the next several quarters the impact of the cost savings efforts separated from the ongoing investments will be more visible. Finally, at the enterprise level, adjusted operating income decreased 63% to $234 million. For the second quarter, our non-GAAP tax rate of 16.8% was favorably driven by the impact of stock option exercises. Adjusted earnings per share decreased 80% to $0.17 for the quarter. Now let's turn to our second quarter results by business segment, starting with the U.S. Foodservice operations. Sales were $8 billion, which was a decrease of 23.9% versus the prior-year period. Notwithstanding the difficult environment, the business acquired a record number of new customers, as our sales teams hit the streets and we deployed digital tools. We also saw growth in our national accounts customer base. Within the business, Sysco brand sales for the second quarter decreased 165 basis points to 36.5% for total U.S. cases, driven by the customer and product mix shift. With respect to local US cases, Sysco brand sales decreased 455 basis points to 42%, which was driven by product mix shift in the pre-packaged and takeaway ready products. Gross profit decreased 24% to $1.6 billion for the quarter, while as I called out earlier, gross margin was flat for the quarter at 19.7% as the business very successfully managed through the puts and takes of the COVID environment and addressed headwinds such as aged inventory for customers like cruise lines and product mix shift out of higher margin categories like PP&E. The segment's adjusted operating expenses decreased 18.9% to $1.1 billion and adjusted operating income decreased 33% to $472 million. Moving on to the SYGMA segment. Sales increased 4% to $1.5 billion compared to the prior-year period, driven by the success of national and regional quick service restaurant servicing drive-through traffic. This is the second consecutive quarter of sales growth in this segment. We continue to see new business wins in the SYGMA segment and are pleased by the overall improvement. Gross profit increased 4.1% to $129 million for the quarter and gross margin was flat to the prior-year. Adjusted operating expenses increased 4%, $118 million and adjusted operating income increased 5% to $11 million. Moving to the International segment, our European, Canadian and Latin American businesses have been substantially impacted by recent shutdowns, which are more aggressive than lockdowns in the U.S. The International Foodservice operation segment saw sales of $2 billion, a decrease of 32% while gross profit decreased 36.2% and gross margin decreased 128 basis points. The gross margin decline was a result of adverse market mix, customer mix, product mix and aged inventory. For the International segment, adjusted operating expenses decreased 16% and adjusted operating income decreased 175% for an operating loss of $55 million. Our Other segment, which includes our Guest Worldwide business, remains challenged as hospitality occupancy rates remain low compared to prior year levels. However, the business is in better shape than many of its competitors and has achieved a number of recent customer wins, including being named the preferred distributor for Renaissance Hotels, JW Marriott, and Westin Hotels via a new contract with Avendra in both the U.S. and Canada, and being given access to all Marriott properties in North America, Central America and the Caribbean. While still in turnaround mode in a difficult hospitality environment, the business improved its underlying profitability during the second quarter. Cash flow from operations was $937 million for the first half of fiscal 2021. Free cash flow was $788 million year-to-date, which is in line with our previously noted guidance. Net capex for the first half of fiscal 2021 was $148 million, which was $235 million lower than last year as the company carefully assessed its capital investment choices in the face of COVID. Sysco remains financially strong from a balance sheet perspective. At quarter end, we had balance sheet cash of $5.8 billion, plus access to $2 billion of available borrowing capacity for a total of $7.8 billion. Our cash and available liquidity ensures us the stability and flexibility to make decisions that are in the best interest of the company. We continue to monitor our operating environment carefully. And as we assess reopening timelines and investment needs consistent with the transformation, we will be updating our views of our levels of cash and capital structure opportunities in future calls. Although this is a tough operating environment for our customers, which will impact our results for the next quarter or two, Sysco remains resolutely focused on managing its businesses aggressively preparing for the business recovery and building customer-centric capabilities to accelerate long-term growth. We believe our strategy and our transformational initiatives will drive future value for our associates, shareholders and customers. ","qtrly sales decreased 23.1% to $11.6 billion. compname reports q2 adjusted earnings per share of $0.17. q2 adjusted earnings per share $0.17. " "We caution you that such statements reflect our best judgment based on factors currently known to us and that the actual events or results could differ materially. These non-GAAP financial measures were not prepared in accordance with generally accepted accounting principles. These non-GAAP measures are not intended to be a substitute for our GAAP results. This was another excellent quarter, and I'm extremely proud of the entire SentinelOne team. Our ARR growth accelerated to 131% year over year in the third quarter, our third consecutive quarter of triple-digit growth. We continue to scale our business on the back of leading endpoint protection, machine speed DDR, XDR innovation, and our powerful partner-supported go-to-market strategy. The demand environment remains incredibly strong. Before digging deeper into the details of our quarterly performance and results, I'd like to share some perspectives on the cybersecurity landscape. I'd encourage you all to also look at our shareholder letter we have on our Investor Relations website, which provides a lot more detail. We're still early in the generational shift in cybersecurity led by the ongoing digital transformation of the enterprise. There are millions of cyberattacks inflicting trillions of dollars in damages every year. This is unacceptable and a growing risk to enterprises across the world. The increasing number of attacks and sophistication clearly shows that enterprises must deploy best-of-breed solutions that enable them to stay one step ahead of attackers. Take the current state of ransomware. Attackers have shifted from simply holding operations hostage to actual data compromise and infiltration, infiltrating both legacy and unprotected devices. That's where SentinelOne comes in. We pioneered the world's first purpose-built, AI-powered XDR platform to make cybersecurity defense truly autonomous from the endpoint and beyond. We believe it's essential to protect all parts of the enterprise estate, such as unknown devices, cloud workloads, and the data itself. We focus on data to provide enhanced visibility and advanced analytics. We protect our customers in real-time at machine speed, empowering human operators with the speed, scale, and precision of technology. Our approach is resonating with our customers. We received the highest overall rating in the 2021 Gartner Voice of the Customer Report for endpoint protection platforms where 97% of reviewers would recommend the SentinelOne Singularity XDR platform. I'm very proud of the work we all do to keep our customers secure, engaged, and delighted. We focus on putting our customers first. Let's turn the discussion to how we're executing. During our IPO earlier this year, we outlined five key aspects to our growth strategy. Our third quarter results demonstrate success and progress against each of these. First, we continue to innovate and enhance our cybersecurity and data platform. Automation is a top priority for SentinelOne. Machine speed automation can help counter instantaneous cyberattacks and enable under-resourced IT teams. Last quarter, we introduced Storyline Active Response, or STAR, for customized dynamic detection and response rules. This quarter, we began offering Remote Script Orchestration, or RSO, to instantly investigate and triage threats on multiple endpoints across entire organizations remotely. Together, these two capabilities deliver increased level of automation, as well as help enterprises, consolidate legacy workflows in tooling with the Singularity XDR platform. I want to dig more deeply into RSO. We designed RSO to transform endpoint management for incidence response providers and enterprises. We're offering complete remote control and orchestration across endpoints. It's a scalable way for security providers to not only detect and respond with existing endpoints but also manage and control the entire deployed footprint. It's like having a security analyst on every single endpoint at all times. Our customers and partners are already realizing the benefits of the advanced capabilities of RSO. One of our incident response partners said RSO helps eliminate time-consuming efforts to collect and consolidate forensics data in rapidly contained attacks, enabling us to minimize adversary impact. On the customer side, a Fortune 500 wholesale company added RSO to help ultimate threat hunting capabilities, making SentinelOne more powerful and integral to their security posture. In addition to automation, we believe a true XDR platform must be a comprehensive and open platform that provides visibility, protection, and response across the entire enterprise landscape. Customers have been asking us to provide mobile protection to complement our leading protection capabilities. And just this week, we announced Singularity Mobile. SentinelOne customers can now manage mobile device security alongside endpoint, cloud workloads, and IoT devices. Singularity Mobile brings behavioral AI-driven machine speed protection, detection and responds directly to iOS, Android, and Chrome OS devices. Putting this all together, we were recently recognized as a strong performer in the Forrester New Wave Extended Detection and Response Providers report. Forrester highlighted that SentinelOne Singularity XDR platform is the best fit for companies that want customizability and to grow into XDR. We were also named Best Innovator in SE Labs' Annual Report. The second part of our strategy is to protect more enterprises every day. In Q3, our ARR grew by 131% year over year, and our revenue was up 128%. Our business is performing exceptionally well. We added over 600 new customers sequentially. We grew our total customer count by over 75% to over 6,000 compared to a year ago. Customers with ARR over $100,000 grew 140%, and we continue to see a growing mix of large enterprises within our business. In addition to expanding our global presence through direct sales teams, our channel remains a source of scalable growth and differentiation. With our partner-friendly approach, we're succeeding by further expanding our scale with incidence response in managed security service provider partners. Nick will touch on this in more detail later on. Third, we're unlocking further product adoption within our existing customer base. In the fiscal third quarter, our net retention rate reached 130%, a new record for our company. This growth was driven by strong license expansion, platform upgrades, and customer adoption of our new capabilities. We're early in our module strategy, but we're seeing great customer interest and adoption. Our emerging products such as Ranger IoT, cloud workload protection, and data capabilities are all growing at impressive triple-digit rates. In particular, our cloud workload protection product delivered the highest growth during the quarter, a testament to the demand for our real-time run-time protection for cloud workloads and containerized environments. In one case, a leading book publisher selected SentinelOne for cloud workload protection because of its ease of use, simplicity of deployment, and having a true EDR in one console to manage their cloud-native Windows, Linux, and Kubernetes environments. The fourth element of our growth strategy is to further expand our global footprint. Revenue from international markets grew 159% year over year. International markets now represent 33% of our total revenue, up from 29% a year ago. As an example, in Q3, we secured a European conglomerate by replacing over 20 different antivirus products. This shows how our platform can help with vendor consolidation while also delivering leading performance. We're growing our sales coverage and channel presence in international markets. Last quarter, we talked about opening a new R&D center in the Czech Republic, and I'm excited that we're hiring great talent in this region. These initiatives will continue to strengthen our international presence. Fifth and last, we're well-positioned to expand our total addressable market through both acquisitions and strategic investments. We further strengthened our leadership team with the appointment of Rob Salvagno to lead Corporate Development. As we consider acquisitions, we evaluate prospects that align with our product, customer, and strategic market opportunities. Over time, we intend to use these opportunities to extend the reach of our XDR platform into adjacencies that complement our offerings. Our strategy also involves making minority investments. We recently made two strategic investments in early funding rounds for Laminar and Torq, companies that align with our approach to automation and APIs. Investments in emerging technologies will allow us to constantly enhance the SentinelOne platform in areas that may be of future interest to us. These investments reflect our long-term commitment to innovation, automation, and securing data wherever it resides with a front-row seat into cutting-edge cybersecurity technologies. Finally, as part of our XDR road map, Scalyr is performing extremely well and has continued to grow year over year and quarter over quarter. At the same time, we're onboarding all new customers on our revamped back end seamlessly. We've begun migrating select existing customers. By using Scalyr, our customers are enjoying faster performance and advanced analytics capabilities. Our true competitive advantage comes from the employees of SentinelOne. We've invested in talent across sales, marketing, engineering, and corporate functions while cultivating an inclusive and diverse workplace. We've grown rapidly in the past year, and our number of employees has gone from 600 to about 1,100. This has been no small feat, and we're continuing to grow and expanding the team. We work very hard to foster a productive and inclusive culture, and our efforts are showing up in results. As part of the 2021 Great Places to Work certification, 96% of responses from employees said SentinelOne is a great place to work. We received several other awards during the quarter that recognize our workplace culture. With the combination of our differentiated technology and dedicated team, we're helping our customers stay ahead of adversaries, prevent breaches, and autonomously respond to innovation. We're helping our customers reimagine cybersecurity. I'm excited about what we can do from here. Our go-to-market flywheel of sales and marketing, channel, and technology partners resulted in another outstanding quarterly performance across the board. Strong demand for our Singularity XDR platform is evident by our third quarter results. Our customers are clearly choosing SentinelOne as a partner and technology of choice. In Q3, we reported an impressive ARR growth of 131%, reaching $237 million compared to last year. This growth was driven by a healthy combination of new customer additions, existing customer renewals, and upsells. Today, we are protecting over 6,000 customers through our Singularity XDR platform. That's total customer growth of more than 75% or almost 2,500 more customers compared to last year. Our focus on automation, speed, and accuracy is critical to any enterprise, in fact, all enterprises. I want to be clear. This is a competitive market. The environment has not changed, yet we've maintained incredibly strong win rates in all competitive situations against legacy and next-gen vendors. With every new quarter, we're protecting more and more mission-critical businesses around the world. In Q3, we added a leading global financial exchange in a seven-figure multiyear agreement. This was a true platform win. They selected SentinelOne for endpoints, cloud workload protection, remote script orchestration, and data applications. It's telling that we're getting so much attention by our competitors, which speaks to the traction we're having in the market. We're winning more and more customers, and our growth rates speak for themselves. What enterprises need is automated security, not repackaged legacy AV and crowd-powered protection. Our mission is to elevate security for our customers through a relentless focus on innovation. And our customers are happy with 97% gross retention rate and the highest score in Gartner's Voice of the Customer survey. That's hundreds of customer reviews, and that speaks volumes compared to any single customer example. Let me take a step back and share some details around our customer and business mix. We grew customers with ARR over $100,000 by 140% versus last year. Our business mix from customers with ARR over $100,000 continues to grow driven by our success with larger enterprises, strategic channel partners, and increasing module adoption. In addition to protecting new larger customers, we're seeing strong retention and expansion within our existing customer base. Gross retention rates remained consistent with prior quarters. Our net retention rate was 130% this quarter, a new record for our company. This record NRR was driven by license expansion, platform tier upsells, and adoption of emerging capabilities. In Q3, two of our Fortune 10 customers renewed with multiyear deals, and both expanded their use of the Singularity platform, adding modules such as Ranger and Remote Script Orchestration. I'd like to talk more about our channel partners. Our partner ecosystem helps magnify our market access and significantly extends our reach and efficiency. We do not compete with our partners. Instead, we equip them with industry-leading capabilities like multi-tenancy and open APIs. In fact, we're expanding our partner ecosystem, and this is driving significant growth for us. Let me double click on our managed security service provider partnerships as an example. MSSPs provide outsourced monitoring and management of security devices and systems. Our growing and highly scalable partnerships with MSSPs give us robust mid-market and large enterprise coverage. Together, we have fueled significant new customer and business growth over the past several quarters. We're proud to partner with companies like N-able, AT&T, Pax8, Continuum, Kroll, and many others. To demonstrate the momentum we're seeing, in our third fiscal quarter, ARR from our MSSP channel increased by 300% year over year. In addition to MSSPs, our incident response partners leverage the SentinelOne platform for their breach response services, making us an integral part of their capabilities. Last quarter, we talked about our commitment to support even more IR partners through our Singularity platform. In Q3, we built upon that progress and further expanded our network of IR partners. We added KPMG as a global go-to-market partner for incident response and proactive cybersecurity services. Our growing network of IR partners continues to help secure businesses. As an example, during the quarter, we won a large airline customer in Asia through one of our IR partners. Finally, I'd like to share how we're putting our customers and partners first. We recently hosted our first-ever customer conference called OneUP. Participation and response has been incredibly positive. We've also hosted partner conferences throughout the Americas and EMEA. Our goal is to educate on our latest innovations and continue to build on our momentum. Over the last few quarters, we've also received great feedback on our accreditation programs. We added continuing education courses to complement our accreditation programs. These courses keep our partners up to date on new capabilities and modules, which in turn support our growing scale and platform reach. We had around 2,000 accreditations in June 2021. We've made amazing progress since then and now have surpassed over 6,000 accreditations across our sales and presales courses through the end of November. This tremendous improvement illustrates the growing attention we're seeing in the channel. I'm proud to work with our global team of relentless Sentinels every day. I'm excited about our future. We will continue to deliver on our vision with focus on execution and listening to our customers. I'll touch on the financial highlights from the quarter and then provide additional context around our guidance for Q4 and fiscal year 2022. Our third quarter results exceeded expectations across the board. Our revenue and ARR growth both accelerated in the quarter. Our performance strength was broad-based, coming from a healthy mix of new customers and existing customer expansion. It also balanced across geographies and customer sizes. We achieved revenue of $56 million, increasing 128% year over year, and delivered ARR of $237 million with growth accelerating to 131% over the same period. Turning to our costs and margins. Our non-GAAP gross margin in Q3 was 67%. This was up 9% year over year and up 5% quarter over quarter. The biggest benefits are coming from our increasing scale and business expansion, including modest benefits from module and platform upsell. Costs associated with the migration of existing customers to our Scalyr back end were minimal in Q3. This contributed to the gross margin upside relative to our prior expectations. I want to provide more detail here. Scalyr is a critical part of our XDR road map and future innovation, giving us enhanced data storage and ingestion capabilities. We are balancing our product road map with our migration of existing customers. We will follow the optimal cadence for our customers and our business. In Q3, we took a more measured approach to migrations, which had less of an impact to margin. We anticipate migrating more customers in Q4 and the first half of next year. That said, when I look at our Q3 gross margin of 67% and how far we've come in just the past few quarters, I see glimpse of scale and efficiency in our model. Looking at the rest of our P&L. We're investing for growth and achieved triple-digit growth rates in ARR and revenue again this quarter. Our non-GAAP operating margin was negative 69%. We're continuing to make strategic investments that enhance our product and scale our go-to-market. Even still, this is a significant improvement from negative 102% in the year-ago quarter and also from negative 98% last quarter, showcasing the potential for leverage throughout our business model. We remain in investment mode in the near term, which is the right strategy given the vast opportunity in front of us. Now for our outlook for Q4 and the full fiscal year. In Q4, we expect revenue of $60 million to $61 million, reflecting growth of between 101% to 104% year over year. We're raising our full-year revenue guidance from $199 million to $200 million. This implies full-year growth of 115% at the midpoint. The structural tailwinds of digital transformation, hybrid work environment, and an evolving yet persistent threat environment are here to stay. We're executing extremely well. Our product innovation, increased brand awareness and scale, and go-to-market are giving us favorable opportunities to engage with existing and prospective customers. We expect Q4 non-GAAP gross margin to be between 62% to 63% and full-year non-GAAP gross margin to be between 61% to 62%. Our Q4 guidance implies a minimum of 8% non-GAAP gross margin expansion year over year as we're benefiting from increasing scale, improved cloud hosting agreements, and processing efficiency gains. Our guidance also reflects the migration of existing customers to Scalyr, which we expect will continue into the first half of next year. Finally, for non-GAAP operating margin, we expect negative 83% to 80% in Q4 and negative 91% to 90% for the full year. We see tremendous opportunity for growth and the investments we're making today will put us in a position to succeed for the long term. Additionally, as a reminder, our IPO lockup expires, and vested options and outstanding shares can be traded starting December 9, 2021. This is a continuation of late September's 15% lockup expiration. In closing, Q3 was another excellent quarter with strong execution companywide, and we're expecting that momentum to continue into the end of our fiscal year. ","q3 revenue rose 128 percent to $56 million. qtrly annualized recurring revenue increased 131% year-over-year to $237 million as of october 31, 2021. sees q4 2022 revenue $60 million -61 million. " "In connection with our recently announced definitive agreement to acquire Attivo, management will provide additional information as to the benefits of the acquisition. However, we'll not factor the planned acquisition into our fiscal '23 guidance at this time. We caution you that such statements reflect our best judgment based on factors currently known to us and that actual events or results could differ materially. These non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles. These non-GAAP measures are not intended to be a substitute for our GAAP results. This was another excellent quarter, and I'm extremely proud of the entire SentinelOne team. Our ARR grew 123% year over year in the fourth quarter, making the fourth consecutive quarter of triple-digit growth. In today's digital world, cybersecurity is mission-critical infrastructure in every geography, industry vertical and organization size. The demand environment remains incredibly strong. We continue to scale our business as a result of our cutting-edge autonomous XDR platform and our powerful partner-supported go-to-market strategy. We've built an AI-driven security platform that spans endpoint, cloud, IoT, data and now also identity. I'm thrilled that today, we announced our plan to acquire Attivo Networks. Attivo is a premier and highly differentiated solution that will enable us to provide cybersecurity in one of the most critical and dynamic parts of enterprise security today, the identity parameter. With Attivo's user-centric identity capabilities, we will be able to support an even more comprehensive zero trust framework. I'd also encourage everyone to read our shareholder letter we published on our Investor Relations website, which provides a lot more detail. Let's take a look back at our fiscal '22. It was a groundbreaking year for SentinelOne. We started the year as a private company, delivered a triple-digit revenue and ARR growth rate through all four quarters and ended the year as one of the fastest-growing technology companies in public markets with outstanding growth in ARR rapidly approaching $300 million. Throughout the year, we celebrated accomplishments that highlight our product market fit, innovation and superb customer experience, such as a Leader in the 2021 Gartner Magic Quadrant for Endpoint Protection, highest scores in Gartner Critical Capabilities use cases and being the only vendor with 100% visibility and no misdetection in the latest MITRE evaluation. Our fourth quarter and fiscal '22 results demonstrate the relentless execution of our teams and focus on innovation. We're protecting more enterprises today than ever before at faster speed, greater scale, higher accuracy and with more automation. Automation has never been more critical to tackle the complexity of today's threats. I'd like to dig deeper into three key points about our performance. First, our success with large enterprises underscores the scalability of our platform. We added a record number of $100,000-plus ARR deals, a record number of million dollar-plus ARR customers and closed our largest ever net new customer contract, one of the most influential and leading global Internet companies. Nick will discuss this in more detail later on. Second, we paired our phenomenal growth with significant progress toward our long-term profitability targets. I'm pleased to share that we ended the fourth quarter with double-digit year-over-year improvement in both our gross and operating margins. Our gross margins expanded 12 percentage points year over year, and our operating margin improved 38%. This progress reflects our growing scale and increasing efficiency. Looking at the full year, fiscal '22 was an investment year for SentinelOne. It featured our IPO, solidifying our brand as an industry leader, as well as investments in our go-to-market and innovation engines. We doubled our total workforce. I'm proud of SentinelOne being named to Comparably's Best Company Culture List and receiving the 2021 Great Places to Work award. Given the significant market opportunity ahead, we remain committed to investing in the growth of our business. And just like we did last year, we intend to balance this growth with further margin improvement in fiscal '23. Finally, our business is performing extremely well with broad-based strength across new customer adds, existing customer renewals and upsells. Throughout the year, we significantly expanded our platform offerings. Our endpoint solution remains the primary driver of our business, which is being complemented by emerging growth vectors, including cloud, IoT and data. We're still in the early innings of a large and expanding total market driven by the proliferation of hybrid work environment, digital transformation and an evolving threat landscape. It's clear that we achieved a lot as a company in the past year, but we must remain as vigilant as ever around the threat landscape. The persistence and sophistication of new attacks continues. We entered 2021 on the heels of Sunburst and exited the year battling Log4j. And most recently, the potential for cyber warfare has significantly increased in light of the Russia-Ukraine conflict. This has further escalated the threat environment. Our vision is to be a force for good, and we're committed to doing our part to help affected people and businesses in Ukraine and around the world to stay cyber secure. We've established a Ukraine Crisis Resource Center and began offering free access to Singularity XDR for cyber threat protection in Ukraine. We ran similar programs to help others in the wake of Sunburst, and we're committed to defending against cyber warfare. Threat sharing and collaboration are essential to our collective mission against cyber attacks. Our teams at SentinelLabs are leading the way by uncovering some of the most sophisticated attacks across the world. Our global footprint puts us in a unique position to not only protect our customer base in real time but also produce novel research to educate and arm the cybersecurity community. We're able to leverage the power of our partner ecosystem to stay on the front line with leading incident response providers like Mandiant, KPMG, Kroll, RSA and many others. As an example, we recently named and published research on HermeticWiper related to the escalating cyber attacks surrounding the Russia-Ukraine conflict. This was a real-time discovery on the eve of Russia's ground invasion. It helped bring awareness to cyber attacks accompanying modern warfare. Our publication was followed by an alert notice from Cybersecurity and Infrastructure Agency, highlighting the significance and relevance of SentinelLabs' research. If we look at the evolution of cybersecurity technologies for a moment, it's clear that legacy AV represents the past, EDR is the present and XDR is the future. While the majority of enterprises still utilize legacy AV solutions, we have undoubtedly entered the XDR era. At SentinelOne, we established the foundations of XDR by pioneering the world's first purpose-built AI-powered autonomous cybersecurity platform. Singularity XDR brings the critical capabilities customers need from a comprehensive cybersecurity platform: speed, scale and automation. Enterprises are increasingly selecting SentinelOne for our best-of-breed XDR. Over the past year, we significantly broadened our platform capabilities by introducing several mission-critical and highly differentiated innovations. I will briefly highlight a few of these. First, we enhanced our network visibility and control capabilities with Ranger Pro. Ranger helps enterprises eliminate one of the most commonly exploited threat vectors: unprotected and rogue assets. It reduces the attack surface by offering device mapping and management capabilities. Second, we introduced Storyline Active Response, our engine for automated threat hunting, detection and response. Next, we developed Remote Script Orchestration, a powerful endpoint management tool for both IR partners and enterprises. Finally, we launched Singularity Mobile, a new AI-powered mobile security solution for iOS, Android and Chrome OS devices. Building upon the acquisition of Scalyr, we launched DataSet in February of this year, a revolutionary live enterprise data platform for data queries, analytics, insights and data retention. DataSet expands our capabilities beyond cybersecurity use cases. It's a cloud-native, flexible enterprise data platform built for petabyte scale. Not only DataSet is the back end for our Singularity XDR platform. The technology is already being used by hundreds of enterprises, analyzing trillions of real-time events. Customers like DoorDash, Copart, Asana, TomTom and many others are selecting DataSet to unlock the power of their own data with speed, scalability and technology-driven cost advantages. Our platform approach is resonating and is contributing meaningfully to our financial performance. Endpoint continues to fuel the company's growth. At the same time, we're seeing outstanding traction with our adjacent platform technologies and capabilities. Over a third of our fourth quarter new business was driven by our Singularity modules and DataSet, up from about 20% a year ago. Across all of our capabilities, our cloud workload protection and data retention modules have been the most outstanding, each delivering year-over-year ACV growth of over 10x. Let me spend a second on cloud security. This is one of the fastest-growing markets in security today, and we're already doing extremely well on this front. Demand for our cloud workload protection solution has been broad-based, both within our installed base, as well as with new customers. Cloud security represents a sizable opportunity for SentinelOne for years to come. And today, we are further expanding our addressable market and extending our XDR platform capabilities with our planned strategic acquisition of Attivo Networks. We're adding another growth vector to our platform. Identity now joins endpoint, cloud, IoT and data. I couldn't be more excited to introduce everyone to Attivo. Attivo aligns with the M&A strategy we previously outlined. First, it expands our addressable market into a $4 billion and growing identity TAM. And within that, Attivo is capturing share, growing its ARR north of 50%. Second, user-centric identity protection is highly complementary and value-add for our XDR platform and customers. It opens new customer and cross-sell opportunities. Finally, it has a compelling financial profile and strong cultural fit, additive to our hypergrowth and accretive to gross margins. Identity is a critical component of the enterprise parameter and zero trust framework. Attivo's market-leading identity offerings help organizations keep passwords safe, admin privileges restricted and user identity intact. Attivo Networks has the right technology and the team to advance our portfolio and is a natural extension of our Singularity XDR platform and go-to-market strategy. Misused credentials are now one of the top techniques used in breaches. If an attacker can compromise the endpoint, they will often look for the next layer of vulnerability, the user's credential. If successful, attackers can install backdoors, exfiltrate data and change security policies. Attivo, as part of SentinelOne, will help organizations reduce their attack surface not only at the device level but now at the human identity level, too. Attivo has a clear product market fit with an established customer and revenue base. Its differentiated and battle-tested solution is already trusted by over 300 customers from Fortune 500 enterprises to government entities. Attivo is not just any identity company or technology. We strongly believe that it's the best and most comprehensive identity security platform in the market today. Let me briefly introduce you to the three parts of the Attivo platform. First, identity protection is an agent-based solution that secures credentials and detects malicious identity behaviors. It delivers real-time protection against credential theft, privilege escalation, lateral movement and more. Second is identity infrastructure assessment, identity-based vulnerability scanning and management for enterprise infrastructure. Attivo's scanner provides instant visibility of active directory misconfigurations, suspicious password changes and unauthorized access. This complements our Ranger network asset visibility and control capabilities and now folds in a user-centric identity view. Third, identity power deception. Attivo's deception solution make attackers reveal themselves, their methods and targets through misdirection. This sums up to a multi-layered approach and a broad set of capabilities to fend off, not just detect, identity-based attacks. Attivo will put us front and center in the identity security market. As Dave will discuss later financially, even in the early stages of a joint go-to-market, this acquisition will add to our hypergrowth trajectory. I'd like to share a few closing thoughts. There has never been a greater enterprise need for a modern cybersecurity platform, which means a tremendous business opportunity for SentinelOne's world-class autonomous protection. We are still in the early innings of our innovation and growth. Our outstanding fourth quarter and fiscal '22 financial performance speak for itself, triple-digit revenue and ARR growth paired with double-digit non-GAAP margin expansion. We're perfectly positioned for continued success and expansion of our business even in times of global uncertainty. We delivered an outstanding fourth quarter across every geography, driven by our go-to-market flywheel of sales, marketing, channel and technology partners. More large enterprises are selecting SentinelOne than ever before because of our industry-leading efficacy, automation, ease of use and differentiated XDR capabilities. Listening to customers and following many of the largest incidents in cybersecurity over the past few years, identity is a critical vector in delivering the most complete XDR platform. Not only is it a natural fit within our platform. It will complement our network of strategic service providers extremely well. In Q4, we reported impressive ARR growth of 123%, reaching $292 million. This growth was driven by a healthy mix of new customer additions, renewals and upsells. Our momentum with large enterprises was particularly strong this quarter. We added a record number of customers with ARR over $100,000 and a record number of million dollar-plus ARR customers. All of this is extraordinary and reflects the success of our sales and marketing organizations. Let me share more on this. Our customers with ARR over $100,000 grew 137% year over year to 520. And let me give you an example. In Q4, we closed the largest new customer deal in our history with one of the most influential and leading global Internet companies. This win came after an intensive evaluation process, including other next-gen security providers. I'd like to highlight one additional win, which is emblematic of what we're seeing in the market. Like most Fortune 500 companies, this enterprise was using multiple operating systems. They lacked true security parity across all surfaces. Their existing next-gen EDR vendor failed to quickly deploy and left critical Mac and Linux attack surfaces unprotected. They terminated their existing three-year subscription mid-flight and turned to SentinelOne. Singularity XDR deployed instantly across the whole enterprise, which was expedited by our patented Ranger discovery and auto-deploy capabilities. The customer has become a fantastic partner and is benefiting from our true cross-platform feature parity and automation. We also closed new deals with many other large enterprises across verticals from technology to global consumer brands to financial services companies. SentinelOne is winning more market share in every major geography, replacing incumbent vendors of all types and winning against the competition. In total, at the end of fiscal '22, we secured over 6,700 customers comprising both large enterprises and medium-sized businesses. That's total growth of more than 70% or almost 3,000 more customers compared to last year. Our total addressable market is large and expanding. A majority of the market still utilizes legacy antivirus solutions. The competitive environment has not changed. We've maintained incredibly strong win rates in all competitive situations against both legacy and next-gen vendors. What's more exciting is that the opportunity per customer is much larger today than it was for legacy providers in the past. This is because of the breadth of our platform, covering endpoints and surfaces of all types, cloud workloads, Kubernetes, mobile devices and IoT devices and soon, identity. We, once again, achieved strong retention and expansion within our customer base. Our net retention rate of 129% remained extremely healthy and well above our target of over 120%. Our NRR was driven by footprint expansion, cross-sell of adjacent modules and upsell from platform tiers. We continue to prioritize new customer growth, while at the same time, we are seeing massive success in customers consuming more and more of the Singularity platform. Our modules and DataSet now represent over a third of our new business. And once again, this is broad-based and includes everything from cloud and Ranger to managed capabilities and DataSet. Our cloud workload protection and data modules are delivering the highest growth. They each grew over 10x year over year, reflecting demand for our best-in-class runtime protection for cloud workloads and unparalleled data retention offerings. I also want to call out our newest endpoint management module, Remote Script Orchestration. RSO has achieved the fastest ramp of any new module in SentinelOne history. Our incident response partners love the ability to remotely manage fleets of endpoints at machine speed in critical breach response moments. Next, I'd like to talk more about our channel partners. Our partner ecosystem continues to magnify our market presence, significantly extending our reach and efficiency. Our strategic technology and services partners have grown to over 20% of our business. This includes MSSPs, MDRs and IR firms. These partnerships are accretive to our overall growth rate with significant business expansion opportunities yet to be unlocked. Let me double-click on the success of our IR partnerships. Over the past year, we focused on partnering with many of the largest and most sophisticated IR providers in the world. In the fourth quarter, Mandiant selected SentinelOne as a global go-to-market partner. We are becoming the partner of choice for leading IR providers, including KPMG, Kroll, Arete and many others. Our strategy brings the best of both worlds to our joint customers, top incident response consultants leveraging the best-in-class XDR platform. I can't stress enough that we don't compete with our partners. We work with over 100 of the world's leading IR firms, enabling us to address a majority of the IR market worldwide. These partnerships create hundreds of high-value and fast-moving opportunities every quarter. This is significantly more coverage than any single vendor could hope to gain on its own. We are also very excited about our growing partnerships with MSSPs. They continue to expand our coverage across large enterprises and mid-market customers. Leading MSSPs are choosing SentinelOne because of our technology leadership, ease of management and multi-tenancy capabilities. Today, we are partnering with top-tier MSSPs, including Enable, ConnectWise, Pax8, AT&T and hundreds of others, many of which exclusively work with SentinelOne. These relationships have helped us achieve significant scale and exposure, complementing our enterprise sales success. Looking at just a few of our top MSSP partners like Enable and Pax8, they represent millions of endpoints now secured by SentinelOne. We're extremely confident about the market opportunity we can jointly address with our MSSP partners as more organizations seek managed solutions. Finally, I'd like to share how we are helping enterprises adopt a zero trust security model by partnering with leading vendors. Our two-way technology integrations with Zscaler, Mimecast, ServiceNow and many others demonstrate top-tier vendors working together as part of the Singularity ecosystem. This year has been incredible for SentinelOne, filled with innovation and growth. And we began the new fiscal year announcing our plan to add identity to our platform, which further expands SentinelOne's capabilities and offers exciting business opportunities. I'm proud to work with our global team of relentless Sentinels every day. I'm excited about our future. We will continue to deliver on our vision by focusing on execution and listening to our customers. I'll discuss our quarterly financial highlights and provide additional context around our guidance for Q1 and full fiscal year 2023. I'll also touch on the financial highlights for Attivo and the full year implications. We delivered another strong quarter of revenue and ARR growth, both well into the triple digits. We achieved year-over-year revenue growth of 120%, reaching $66 million, and ARR growth of 123%, exceeding $292 million. We added net new ARR of $56 million in the quarter, a new record for the company. We saw strong momentum and a robust demand environment for our platform. The strength of our performance was broad-based, coming from a healthy mix of new customer additions, existing customer renewals and upsells. All of this was further magnified by the strong underlying seasonality of our fourth quarter. Our business expanded nicely across all geographies. Revenue from international markets grew 140% and represented 31% of revenue. Turning to our cost and margins. Our non-GAAP gross margin in Q4 was 66%, reflecting a double-digit increase of 12% year over year. We're seeing the benefits from our increasing economies of scale and business expansion, including strong module attach, platform upsell and data processing efficiencies. This was partially offset by the temporary costs we discussed last quarter associated with the migration of existing customers to our DataSet back end. We've made excellent progress on this front. All of our new customers are already using the DataSet back end, plus we've already migrated many of our largest existing customers. These customers are enjoying up to 10x performance improvements. We remain on track for our migration plan, and these temporary duplicative costs should be behind us after the first half of this year. When I put it all together and I look at the Q4 gross margin of 66% and a significant improvement compared to last year, I see increasing evidence of scale and efficiencies of our business. Looking at the rest of our P&L. Our non-GAAP operating margin was negative 66%, compared to negative 104% a year ago, a huge improvement of 38 percentage points. And we achieved these impressive results while investing for growth throughout the year, including the IPO, new product launches and doubling of our workforce. This progress toward our long-term financial target demonstrates the potential for leverage throughout our business model. We're investing in our business, which is the right strategy given the huge market opportunity and strong demand for our leading platform. Moving to our guidance for Q1 and the full fiscal year '23. In Q1, we expect revenue of $74 million to $75 million, reflecting annual growth of 99% at the midpoint. For the full year, we expect revenue of $366 million to $370 million, reflecting annual growth of 80% at the midpoint. While we don't specifically guide for ARR, I do want to remind you that we are a subscription business. Our ARR and revenue growth track very closely. Our revenue guidance for Q1 implies that we should be at or better than typical Q1 net new ARR seasonality, which has been down between 25% to 35% sequentially in the past two years. We believe the structural tailwinds of digital transformation, hybrid work environment and an evolving threat landscape will continue to drive customer adoption of our real-time AI-powered security platform. The threat landscape is more complex and elevated than ever before, and our product innovation, brand recognition and scaling go-to-market have positioned us well to capture the favorable opportunities. For Q1, we expect non-GAAP gross margin to be between 63% to 64% and full year non-GAAP gross margin to be between 65% to 67%. Our Q1 guidance implies over 10 percentage points year-over-year gross margin expansion at the midpoint. We expect to continue benefiting from increasing scale and better data processing efficiencies. Our guidance also reflects the migration of our remaining existing customers to DataSet, which, once again, we expect will conclude in the first half of the year. As a reminder, these costs are temporary. Based on our full year guidance, we see the opportunity to achieve high 60% gross margins by year-end. Finally, for non-GAAP operating margin, we expect negative 84% to 86% in Q1 and negative 55% to 60% for the full year. Both of these represent meaningful year-over-year improvements. At the midpoint, we expect Q1 operating margin to improve over 40 percentage points and full year operating margin to improve over 25 percentage points. We see tremendous opportunity for growth, and the investments we're making today will put us in a position to succeed for the long term. And we're doing this as we make progress toward profitability and our long-term target EBIT margin of 20%-plus. Before I close, let me share the key financial points related to Attivo. This should help you as you think through modeling the business for the future. We're acquiring Attivo for $617 million in a combination of cash and stock plus additional retention. We expect the deal to close in our fiscal second quarter, subject to customary closing conditions, including regulatory approval. I want to be clear, Attivo is not currently factored into our fiscal '23 guidance at this time. We expect to incorporate their financials into our outlook after the deal closes on our next earnings call. Attivo is an excellent business that can become even stronger as part of our Singularity platform. They concluded their quarter ended December '21 with over 300 customers and ARR of approximately $30 million, growing north of 50%. For calendar year '22, the current forecast for the business is to deliver revenue of approximately $40 million for the full year. And from a margin standpoint, Attivo is accretive to our organic gross margins. But remember, as we expect this to close during our second fiscal quarter, we would incorporate only a portion of that. Attivo and SentinelOne are highly complementary solutions that will open up new customer and cross-sell opportunities, further addressing the needs of larger enterprises. I want to join Tomer, Nick and all of SentinelOne in welcoming the Attivo team. In summary, Q4 was another excellent quarter with strong execution companywide, and we're expecting that momentum to continue into the next fiscal year. We can now take questions. Operator, can you please open up the line? ","q4 revenue rose 120 percent to $65.6 million. qtrly annualized recurring revenue (arr) increased 123% year-over-year to $292.3 million as of january 31, 2022. sees revenue $74-75 million for q1. sees revenue $366-370 million for fy 2023. " "Rong Luo, chief financial officer; Linda Huo, vice president of finance; and myself, IR of TAL. Potential risks and uncertainties include but are not limited to those outlined in public filings with the SEC. In a recent couple of months, China's public health situation and economy show further progress. Internationally, [Inaudible] city efforts and vaccination programs are hope signs that the worst of the pandemic could be behind us all. Meanwhile, at TAL, our tutoring business, both online and offline, as well as our capacity expansion in all cities developed as planned for the fourth quarter of fiscal-year 2021. Let me give you a quick overview of the key metrics. dollar terms to $1,362.7 million and 47.7% in RMB terms. Total normal price long-term course student enrollments increased by 44% year over year, mostly driven by online, as well as Xueersi Peiyou small-class enrollments. GAAP loss from operations was $297.2 million, compared to $41.3 million in the fourth quarter last fiscal year. Non-GAAP operating loss was $216.9 million, compared to $8.4 million in the same year-ago period. In the full year of fiscal 2021, net revenue gross was 37.3% in U.S. dollar terms, which is 34.1% in RMB terms. She will give you an update on our operational progress in the fourth quarter. Next, Echo Yan, our IR director, will review the fourth-quarter and the fiscal-year financials. After that, I will update you on our business strategy and discuss our business outlook. I will review the various revenue streams of our tutoring business for the fourth quarter of fiscal-year 2021. Let me start with small class and other business, which consists of Xueersi Peiyou small class, Firstleap, Mobby, and some other education programs and services. These accounted for 61% of total net revenue, compared to 68% in the same year-ago period. Their revenue growth rate was 43% in U.S. dollar terms and 33% in RMB terms. Xueersi Peiyou small class, which remains our stable core business, represented 63% of total net revenue in the fourth quarter, compared to 69% in the same year-ago period. The lower revenue contribution from Xueersi Peiyou was mostly due to the faster growth of xueersi.com online courses, which accounted for 32% of total revenue in the quarter, compared to 24% in the same period last year. Fourth-quarter net revenue from Xueersi Peiyou small class was up by 43% in U.S. dollar terms and 33% in RMB terms. While our normal price long-term course enrollments increased by 21% year over year. All in all, the improving overall situation in China supported the continued recovery of our Peiyou business in the course of fiscal-year 2021. Our key operational metrics of Peiyou such as retention rate, fulfillment rate, and the job upgrade remained very stable throughout the year even in these unprecedented circumstances. In the fourth quarter, normal price long-term Xueersi Peiyou small-class ASP increased by 22% in U.S. dollar terms and increased by 13% in RMB terms year over year. The increase was mainly due to the pricing gap refund we offered in February 2020 when we had to migrate Peiyou offline small-class students to online small class. Xueersi Peiyou small class performed well in the various tiers of cities. Revenue from the top five cities, which are Beijing, Shanghai, Guangzhou, Shenzhen, and Nanjing increased by 44% year over year in U.S. dollar terms and accounted for 55% of Xueersi Peiyou small-class business. The other cities accounted for 45% of the Xueersi Peiyou small-class business. Next, I'd like to discuss our Zhikang one-on-one business. dollar terms and 19% in RMB terms. Zhikang one-on-one accounted for approximately 6% of total revenues in the fourth quarter of fiscal-year 2021, compared to 8% in the same year-ago period. In the fourth quarter, normal price long-term Zhikang one-on-one courses ASP increased by 17% in U.S. dollar terms and 8% in RMB terms year over year. The increase was mainly due to some slight discounts we offered in February last year when we had to move Zhikang offline students to online after the COVID-19 outbreak, as well as the regular increase of tuition fees in several cities during the period. Now, let me update you on our current capacity expansion strategy. We continued the expansion drive in the fourth quarter as planned for this fiscal year. We added eight new cities in the fourth quarter, bringing the total to 110 cities. Of which, 40 were newly added during fiscal-year 2021. These eight new cities are Ma'anshan, Cangzhou, Weihai, Liaocheng, Rizhao, Yibin, Nanchong, and Zhaoqing. Similarly, we expanded our learning center network in the fourth quarter based on a healthy and sustainable approach, and by following government guidelines and market demand. In Q4, we added 108 new learning centers on that basis to a total of 1,098 learning centers. We opened 119 new Peiyou small-class learning centers and closed nine, and a net of 110 Peiyou small-class learning centers. We closed five Mobby and Firstleap centers. And we open four one-on-one centers and closed one one-on-one center, ending at 93 one-on-one centers. During the quarter, we added 677 Peiyou small-class classrooms. In all, by the end of February 2021, we've had 1,098 learning centers in 110 cities of which 109 cities in China and one Xueersi Peiyou learning center in the United States. Among these learning centers, 879 were Peiyou small-class and international education centers, 82 were the merged Firstleap and Mobby small classes, and 137 were Zhikang one-on-one. Looking into Q1 of the fiscal year 2022, we have conditionally rented some Peiyou small-class learning centers and expect to add a few more and close down some learning centers based on standard operations. We will closely follow up with government guidelines as always and stay alert for COVID-19 developments. Turning now to our online business. First fiscal quarter revenue from xueersi.com grew by 115% in U.S. dollar terms year over year. And 100% in RMB terms, while normal priced long-term course enrollments grew by 71% year over year to over USD 3.7 million. In the fourth quarter, xueersi.com contributed 32% of total revenue and 53% of the total normal price long-term enrollments, compared to 24$of total revenue and 44% of total normal price long-term course enrollments in the same year-ago period respectively. The growth in online business was supported by increasing demand for online education as well as sales and marketing efforts and the retention of the previous quarters. In addition, in Q4, normal-priced long-term course ASP increased by 9% in U.S. dollar terms and increased by 1% in RMB terms year over year. Let me now go through some key financial points for the fourth quarter and then briefly review the fiscal year 2021 financials. Gross profit increased by 72.9% to $81.2 million from $451.8 million in the same year-ago period. Gross margin for the third quarter increased to 57.3%, as compared to 52.7% for the same period of last year. Selling and marketing expenses increased by 171.6% to $650.5 million from $243.2 million in the fourth quarter of the fiscal year 2020. Non-GAAP selling and marketing expenses, which excluded share-based compensation expenses, increased by 168.4% to $635.5 million from $236.8 million in the same year-ago period. The year-over-year increase of selling and marketing expenses in the fourth quarter of the fiscal year 2021 was primarily a result of more marketing promotion activities to strengthen our customer base and the brand as well as higher compensation to sales and marketing staff to support more programs and the service offerings. Other income was $7.9 million for the fourth quarter of the fiscal year 2021, compared to other expenses of $4.7 million in the fourth quarter of the fiscal year 2020. Other income in the fourth quarter of the fiscal year 2021 was primarily due to the value-added tax and social security expense exemption offered by the government during the COVID-19 impact period and partially offset by an impairment loss of non-current assets. The income tax benefit was $80.5 million in the fourth quarter of the fiscal year 2021, compared to $63.6 million of income tax expense in the fourth quarter of the fiscal year 2020. Net loss attributable to TAL was $169 million in the fourth quarter of the fiscal year 2021, compared to a net loss attributable to TAL of $90.1 million in the fourth quarter of the fiscal year 2020. Non-GAAP net loss attributable to TAL which excluding the share-based compensation expenses was $88.7 million, compared to a non-GAAP net loss attributable to TAL of $57.2 million in the same year-ago period. From the balance sheet as of February 28, 2021, the company had $3,243 million of cash and cash equivalents and $2,694 million of short-term investments, compared to $1,873.9 million of cash and cash equivalents and $345.4 million of short-term investments as of February 29, 2020. As of February 28, 2021, the company's deferred revenue balance was $1,417.5 million, compared to $781 million as of February 29, 2020, 30th, representing a year-over-year increase of 81.5%, which was mainly contributed by the tuition collected in advance of part of the brief semester of Xueersi Peiyou small classes and online courses through www. xueersi.com as well as deferred revenue related to other businesses. Turning now to the full physical year 2021. Let me briefly review some key financials as follows. This year revenue grew by 37.3% to $4,495.8 million. Gross profit grew by 35.6% to $2,447 million from $1,804.7 million in the fiscal year of 2020. Gross margin for the fiscal year 2021 decreased by 70% to 54.4% as compared to 55.1% for the same period of last year. Loss from operations was $438.2 million in the fiscal year of 202, compared to income from operations of $137.4 million in the previous year -- the prior year. Non-GAAP loss from operations, which excluded the share-based compensation expenses was $233.3 million for the fiscal year of 2021, compared to non-GAAP income from operations of $255.4 million the fiscal year of 2020. Net loss attributable to TAL was $116 million in the fiscal year 2021, compared to a net loss attributable to TAL of $110.2 million in the fiscal year of 2020. Non-GAAP net income attributable to TAL which excluded the share-based compensation expenses was $98 million, compared to non-GAAP net income attributable to TAL of $7.7 million in the fiscal year 2020. Now, I will hand the call back to Rong Luo to swiftly update you on our strategy execution and provide the business outlook for -- for the next quarter. Fiscal year was indeed an unprecedented year due to outbreak of Kobe COVID-19. Over the years, we timely respond to any government instructions related to public health and wherever necessary, to protect the safety of our students and clients, and contribute to our country's great efforts to fight against this pandemic. Despite all the challenges we have faced, we realize 37.3% revenue growth for the fiscal year 2021, which was in line with our long-term growth rate expectations. We state our -- with state-owned costs of our development strategy, asset allocation, service provider, regardless of the pandemic and the intense competition. Looking ahead, we will continuously follow up with the government guidelines for the industry and conduct our class teachings in line with national public health -- health regulations, as well as keep investing in the quality of our -- our products, services, teachers training, and technologies, supported by sustainable marketing efforts, such our ever-more diversified tutoring offerings will be able to better meet customers changing demand and ability to pay. Let me turn finally to our business outlook. Based on our current estimates, total net revenue for the first quarter of the fiscal year 2022 is expected to be between us $1,302.2 million and $1,320.5 million, representing an increase of 43% to 45% on a year-over-year basis. Operator, we are now ready to take questions. ","sees q1 revenue up 43 to 45 percent. " "If you have technical questions on the quarter, please pick them up with the IR team in the days, in the weeks that follow. GAAP reconciliations for any non-U.S. GAAP measures are included in our news release or otherwise available on our website. And also, unless otherwise indicated, all financial results the company discusses are versus the comparable prior year period and in U.S. dollars. So with that, over to you Gavin. Let me start by stating the obvious, the first quarter was not the quarter we expected to have, that reality was driven by 3 events, cyber security incident that caused the global system outage, a freak winter storm in Texas, that forced utility companies to shutoff power to major businesses, including our Fort Worth brewery and government pandemic restrictions that shut down the entire on-premise channel in the UK and severely restricted much of the on-premise in Canada. To say that all of these events happened in a single quarter is unprecedented, would be an understatement. So while we can't control the weather, across the business, we executed well on what was in our control. That's true, how we responded to each event. Our team quickly implemented contingency plans to boost production and get our core brands back to a stable inventory before Memorial Day. Right now, we are shipping, over 1 million barrels a week in the United States for the first time in nearly a year. But most importantly, it's true of how we are executing on our revitalization plan. During the first quarter, Coors Light and Miller Lite outperformed the combination of Bud Light and Michelob Ultra in U.S. industry share performance versus the prior year according to IRR. Our U.S. above premium portfolio grew brand volumes versus the prior year and continue to gain industry share according to IRR, and we took substantial steps toward our hard seltzer ambition. Our Truss joint venture's non-alcoholic cannabis beverages are holding strong as the number 1 dollar share spots in the entire Canadian cannabis beverage market. As expected, the availability of our 12-ounce standard cans returned to normal levels. And we continued working to protect the environment through significant initiatives in the United Kingdom. So let's look deeper in each area. Let's start with our Coor. We will continue to see improving brand volume trends for Coors Light and Miller Lite in North America over the past quarter, dovetailing off strong performance in 2020. But the performance is even more impressive when you look at our biggest brand and our biggest family of brand. Coors Light finished the quarter with its strongest category share performance since Q1 of 2017. And Coors Banquet posted its best quarterly volume performance in over 4 years in the United States. We're building on that strong performance in the Coors family of brands with the launch of Coors Pure in March, our first USDA certified organic beer brand. And we had a strong Q1 in Panama, with over a 50% increase in brand volumes with Coors Light's explosive triple-digit growth leading the way. Now, when it comes to our plans to aggressively grow our above-premium portfolio, as you know, we have big ambitions for hard seltzers is this year and the first quarter was a big one. And as we sit here today, our share of U.S. hard seltzer segment is over 50% higher than it was at the beginning of the year. In a single week, Topo Chico Hard Seltzer jumped to 3.2 share U.S. hard seltzer category, despite only launching in 16 markets. And it achieved a 20 share in Texas. Now I know it's early days, but there is a stunning effect, which speaks to the opportunity with this brand. And it's not alone in our portfolio, Vizzy was IRR top 10 U.S. industry growth brand in Q1. We are building on that with the brand's second variety pack, which launched in March and the new Vizzy Lemonade which launched several weeks later. They are both performing well. And in fact, Vizzy Lemonade is the second fastest turning hard lemonade seltzer in the market. We made significant headway with our hard seltzers in Canada and in Europe as well. Of just over a month in market, Vizzy and Coors seltzers are top hard seltzer brands with some of the leading Canadian retailers. In the UK, our new Three Fold hard seltzer brand is launched. While our new brand Wai in Central and Eastern Europe is launching in the coming weeks. In above premium beers, Blue Moon Light Sky, the number 1 new item in U.S. beer last year is currently the number 1 share gainer in U.S. craft beer in 2021. And Hop Valley has made its official national debut in the U.S. and Canada. So our first national light here in the U.S., we believe it will be another driver of growth for our above premium portfolio. When it comes to our plans to expand beyond beer, last year we made a lot of news as we took on a number of partnerships to build a competitive portfolio. This year, it's all about executing on those plans. Though it gives us a strong entry into the $16 billion U.S. energy and performance space and is positioned to take a meaningful share of the category within a matter of months, it's just now beginning to hit shelf. For Bar Memorial Day we expect we will have over 80,000 points of distribution. And by the end of summer, that number is expected to climb to nearly 150,000. La Colombe gives us the number 1 above premium player in the RTD coffee space and I'm excited to report that we are ahead of plan on all of our distribution targets. Truss Canada, a Canadian cannabis joint venture with HEXO is holding strong as the number 1 dollar share position with 6 of the top 10 cannabis beverage skews in Canada. And our Truss U.S.A joint venture is building on that through their first lineup of hemp-derived CBD beverages in Colorado. And we have entered the fast-growing RTD cocktails space through an exclusive equity and distribution agreement with Superbird in above premium tequila-based Paloma. This entire lineup represents tremendous growth for our business and is helping us drive our emerging growth division toward a $1 billion revenue business by 2023. Last but certainly not least, is how we are investing in our capabilities, our people and our communities. We have long been recognized as a leader for our environmental efforts, and several weeks ago, we became the first major UK brewer to operate entirely by renewable energy. Soon, everyone of the 1 billion pints of beer we produced annually in the UK will be made with 100% renewable energy. And we didn't stop there. We are removing plastic rings from all of our major cracks across the UK. In the U.S. this month, we announced our investment in TRU Colors, a North Carolina-based brewery that was founded on the premise that aligning rival gang members under the same roof with a common goal to both mitigate street violence and create economic opportunity. We're excited to share our knowledge on growing brand positioning and supplier relationships. And we are excited to be part of the business that is driving positive change and creating economic opportunity. I can assure you the events of this quarter are not lost on any of us, but as the quarter came to a close, there is land on the horizon. The on-prem gradually begin to open back up in the UK. Our industry standard can inventory normalized and our weekly shipments in the U.S., topped 1 million barrels for the first time in nearly a year. We are making progress on the things that are within our control and we are delivering against our revitalization plan. And that is what gives me the confidence to reaffirm our guidance for the full year. That is what gives me confidence in the current expectation that the Board will be in a position to reinstate the dividend in the second half of this year. That is what gives me confidence that we'll achieve long-term top line growth. And that is what tells me the future of Molson Coors is bright. Despite the challenges Gavin mentioned, we are proud of our operational agility and resilience as we are deeply managed through these challenges, while still continuing to execute our revitalization plan. Now let me take you through our quarterly results and provide an update on our outlook. Consolidated net sales revenue decreased 11.1% in constant currency, principally due to lower financial volumes, which declined 12% while brand volumes declined 9.1%. We delivered net pricing growth in North America and Europe as well as positive brand mix in the U.S. as we continue to premiumize our portfolio. However, this was more than offset by the on-premise restrictions due to the Coronavirus pandemic and a corresponding negative channel mix as well as the unfavorable shipment timing in the U.S. related to the cyber security incident and the Texas winter storms. 20.53 Net sales per hectoliter on a brand volume basis increased 1.8% in constant currency as the net pricing growth more than offset the negative mix effects in Canada and Europe. Underlying COGS per hectoliter increased 5.6% on a constant currency basis, driven by cost inflation and volume deleverage partially offset by cost savings. Driving cost inflation was higher transportation costs due to the continued tightening of the freight market in North America as well as higher can sourcing costs as we continue to source additional aluminum cans from all over the world to address the significant off-premise demand for our core brands. MG&A in the quarter decreased 15.9% on a constant currency basis, driven by lower marketing spend and discretionary expenses as well as cost savings. While the timing of our marketing investments was adjusted in areas impacted by the pandemic, we continue to invest as planned beyond our core brands and key innovation. As a result, underlying EBITDA decreased 20.2% on a constant currency basis. Underlying free cash flow was a use of $271 million for the quarter, an increase in cash use of $54 million from the prior year period driven by lower underlying EBITDA and unfavorable working capital, driven by the timing of payments related to lower volumes, higher non-income tax deferrals due to governmental programs related to the Coronavirus pandemic and incentive payments partially offset by lower capex spend. Capital expenditures paid were $103 million for the quarter, which were largely focused on our previously announced Golden brewery modernization project. Capital expenditures were lower in the quarter compared to the prior year, primarily due to project timing. Now let's look at our results by business units. In North America, our markets experienced varying degrees of on-premise restrictions. In the U.S., our largest market, we saw progressive reopenings, and while we have seen sequential improvement in the on-premise channel, we are still not back to pre-pandemic level. In Canada, we saw significant restrictions and closures, while in Latin America, we saw restrictions easing. In the U.S. brand volumes decreased 7.3% compared to domestic shipment declines of 9.5%, driven by the economy and premium segments. However, our U.S. above premium brand volumes grew versus the prior year and the segment reached a record high portion of our portfolio, relative to any prior year this quarter since the creation of the MillerCoors joint venture. Canada brand volumes declined 10.8% primarily due to the on-premise closures, while Latin America brand volumes grew 10.8%. Net sales per hectoliter on a brand volume basis increased 2.4% in constant currency. In the U.S., net sales per hectoliter on a brand volume basis increased 4.1% driven by positive brand mix made by innovation brand, Vizzy, Topo Chico Hard Seltzer and ZOA. In Canada, negative channel mix more than offset the net pricing increases, while Latin America net sales per hectoliter on a brand volume basis increased due to positive sales mix. North America, underlying EBITDA decreased 13.3% in constant currency, due to the lower net sales revenue and higher COGS per hectoliter partially offset by a 14.4% decrease in MG&A in constant currency. The increase in COGS per hectoliter was driven primarily by inflation, including higher transportation and packaging material cost, volume deleverage and mix impacts from premiumization, partially offset by cost savings. The MG&A decline was mainly due to lower marketing spend and discretionary expenses as well as cost savings. We increased marketing investment behind core innovation brands such as Coors Seltzer, Vizzy and Blue Moon LightSky, and we increased media spending behind our iconic core brands, Coors Light and Miller Lite. These increases were more than offset by lower spend in areas impacted by the pandemic such as sports and live entertainment events. Europe net sales revenue was down 39.5% in constant currency driven by volume declines and negative geographic and channel mix due to on-premise restrictions most meaningfully in the UK, given the on-premise lockdown for the full quarter. Europe financial volumes decreased 22% and brand volumes decreased 17% driven by a significant decline in brand volumes in the UK. However, our Central and Eastern European business has performed fairly well and was able to deliver comparable volumes basis the prior year period. Net sales per hectoliter on a brand volume basis declined 10.4% driven by unfavorable geographic channel and brand mix, particularly from our higher margin on-premise focused UK business, partially offset by positive pricing. Underlying EBITDA was a loss of $38 million compared to a loss of $4.1 million in the prior year driven by gross margin impact of lower volume and unfavorable geographic and channel mix as a result of the pandemic, partially offset by lower MG&A expenses driven by cost mitigation actions. Turning to the balance sheet. Net debt was $7.7 billion, down $1.1 billion from March 31, 2020 and we ended the first quarter with a strong borrowing capacity with no outstanding balance on our $1.5 billion U.S. credit facility as of March 31, 2021. As for our UK COVID corporate financing facility, it was closed on March 23, 2021, and we had no outstanding borrowings at that time. Turning to our financial outlook. We are reaffirming our 2021 annual guidance provided on February 11, 2021. We expect to deliver mid-single digit net sales revenue growth on a constant currency basis. We are working aggressively to build inventories and expect domestic shipment trends in the U.S. to begin to exceed brand volume in the second half of the year. For the year, we maintain our current year goal of shipping to consumption in the U.S. In the U.S., we expect improving on-premise trends in the second quarter as we left essentially full closures in the prior year. While in Canada, we have seen increasing on-premise restrictions continuing to pressure the on-premise channel. In Europe, we've seen a gradual opening of the UK on-premise beginning in mid-April to after consumption only and we expect through the phase on-premise reopening later in the second quarter resulting in year-on-year improvement versus the prior period. We anticipate underlying EBITDA will be flat compared to 2020 as growth is expected to be offset by COGS inflationary headwinds, but more significantly from increased investment to deliver against our revitalization plan. We intend to increase marketing spend to build on the strength of our core brands and support our successful 2020 launches including Blue Moon LightSky, Vizzy and Coors Seltzer and new innovations like Topo Chico Hard Seltzer and ZOA. With this in mind, we expect significant year-on-year increases in marketing spend over the balance of the year, and most notably in the second quarter. We expect second quarter marketing spend to be higher than the second quarter 2020 level and to approach second quarter 2019 level. We also continue to anticipate underlying depreciation and amortization of $800 million, net interest expense of $270 million plus or minus 5% and an effective tax rate in the range of 20% to 23%. It also best reminding that in our 2020 -- that in 2020 our working capital benefited from the deferral of approximately $150 million in tax payment from various government-sponsored payment deferral programs related to the Coronavirus pandemic. And we currently anticipate the majority to be paid this year as they become due. As 2020 positioned us with greatly improved financial flexibility, better in aiming us to execute our capital allocation priorities, to invest in our business to grow our top line growth and efficiencies, pay down debt and return cash to shareholders in 2021. We plan to continue to prudently invest in brewery modernization and production capacity and capability to support new innovations and growth initiatives, improving efficiencies and advance toward our sustainability goals. Driven by our commitment to maintaining any time upgrading our investment grade rating, we expect to continue to pay down debt and reaffirm our target net debt to underlying EBITDA ratio of approximately 3.25 times by the end of 2021, and below 3 times by the end of 2022. And in line with our fourth quarter 2020 earnings comments, we currently anticipate that our Board of Directors will be in a position to reinstate a dividend in the second half of this year. Now, we are pleased with our ability to adapt and overcome the past incredible challenges we faced in the first quarter. Our continued progress against our revitalization plan, the agility of our organization in the face of challenges and the commitment and resilience of our people give us the confidence, we can continue to successfully execute our revitalization plan, driving long-term sustainable revenue and underlying EBITDA growth, and we look forward to updating you on our continued progress. ","qtrly net sales revenue decreased 9.7% reported and 11.1% in constant currency. qtrly net sales revenue per hectoliter increased 1.8%, on a brand volume basis. qtrly net sales$1,898.4 million versus $2,102.8 million. for 2021 net sales revenue sees mid-single digit increase on a constant currency basis. " "I'm joined by our Chief Executive Officer, Patrick Beharelle. We use non-GAAP measures when presenting our financial results. Any comparisons made today are based on a comparison to the same period in the prior year, unless otherwise stated. Before I dive into quarterly results, I wanted to take a moment to reflect back on 2020. In March of 2020, jurisdictions across the country began implementing restrictions to protect public health, as the impact of COVID set in. Many of our clients temporarily halted operations or reduced volumes and our revenue dropped precipitously. By April, our year-over-year revenue decline had a level of 42%. Management was prepared for this moment, and we reacted quickly. We deployed pre-existing recession plans and modified operational protocols to focus on the health and safety of our employees, workers and clients. In April, we unveiled a plan to reduce 2020 SG&A by approximately $100 million compared to 2019, which we have exceeded. These cost reductions helped us right-size the business to match lower client demand and preserve capital. The actions were difficult, but they were taken with care, and with the long-term in mind. For the employees that lost their jobs, we provided three months of fully paid extended healthcare benefits so they wouldn't have to scramble for new coverage in the midst of the pandemic. To ensure we're well-positioned as business conditions improve, we are investing heavily in client and candidate-facing technologies and kept our branch footprint fully intact. Finally, to reward our employees for sticking with us this year, we are paying a one-time bonus. The impact of our efforts is evident in our results. Our revenue trends have been improving each quarter since Q2 2020, and we posted positive net income in the third and fourth quarters. For the full year, revenue was down 22%. To mitigate this decrease, we reduced selling, general and administrative expense by 21%. While we encountered a net loss for the year largely due to a goodwill and intangible asset impairment charge in the first quarter and workforce reduction charges in the second quarter, we were profitable on an adjusted net income basis for the year. Of equal importance, employee morale and engagement is high. Our most recent employee engagement scores from September were higher than they were prior to the pandemic. Now let's discuss our fourth quarter results. We took the right actions to restore profitability and position the company for long-term growth as the economy continues to recover. In addition to improving revenue trends with the fourth quarter down 12% versus 25% in the third quarter, we sustained our cost discipline to drive year-over-year growth of 25% in income from operations. Now, let's turn to our results by segment, starting with PeopleReady. PeopleReady is our largest segment, representing 60% of trailing-12-month revenue and 73% of segment profit. PeopleReady is the leading provider of on-demand labor and skilled trades in the North American industrial staffing market. We service our clients via a national footprint of physical branch locations as well as our JobStack mobile app. PeopleReady's revenue was down 18% during the quarter versus down 29% in Q3, and we saw intra-quarter improvement with revenue down 15% in December versus down 20% in October. PeopleManagement is our second largest segment representing 32% of trailing-12-month revenue and 20% of segment profit. PeopleManagement provides onsite industrial staffing and commercial driving services in the North American industrial staffing market. The essence of a typical PeopleManagement engagement is supplying an outsourced workforce that involves multi-year, multi-million-dollar onsite or driver relationships. These types of client engagements were more resilient in the downturn, when compared to the supplemental nature of a typical PeopleReady client engagement. PeopleManagement returned to growth in the fourth quarter with revenue up 5%, and intra-quarter improvement with December up 9% versus up 1% in October. Turning to our third segment, PeopleScout, represents 9% of trailing-12-month revenue and 8% of segment profit. PeopleScout is a global leader in filling permanent positions through our recruitment process outsourcing and managed service provider offerings. Revenue was down 24% during the quarter versus down 48% in Q3. PeopleScout results were particularly impacted by exposure to large travel and leisure clients. Now I'd like to shift gears and update you on our key strategies by segment, starting with PeopleReady. Our long-term strategy at PeopleReady is to further digitalize our business model to gain market share and improve the efficiency of our cost structure. Most of our competitors in this segment are smaller mom and pops that don't have the scale or capital to deploy something like our JobStack mobile app. So this, along with our nationwide footprint is what makes us unique. We began rolling out JobStack in 2017 to our associates, and in 2018, we launched the client side of the app. We now have digital fill rates north of 50% and more than 26,000 clients using the app. In Q4 2020, we filled 811,000 shifts via JobStack, representing a digital fill rate of 57%. Our client user count ended the quarter at 26,300, up 23% versus Q4 2019. In mid-2020 we introduced new digital onboarding features that cut application time in half. This has led to some great operational results as we increase the ratio of associates put to work versus all applicants. We continue to experience an increase in worker throughput of approximately 20%. We expect this percentage to further improve as we fine tune the process. This is exciting, and as we move back toward a more supply constrained environment, increased throughput will translate directly to revenue. Right now, we are very focused on driving heavy client user growth. A heavy user is a client who has 50 or more touches on JobStack per month, whether it's entering an order, rating a worker or approving time. JobStack heavy users have consistently posted better year-over-year growth rates compared to the rest of PeopleReady. The growth differential between heavy users and non-users reached its peak in December with an over 30 percentage points year-over-year growth differential on a same customer basis. This growth differential is largely driven by wallet share takeaways from competitors. Heavy user clients are telling us a major reason they are moving share to PeopleReady is due to JobStack's unique capabilities. Our focus on heavy user growth is beginning to become more material in our overall results. For all heavy users, we doubled the mix since 2019, up from 11% of PeopleReady's business in fiscal 2019 to 24% for 2020. Of course, our positive strategic progress is overshadowed by the macro environment at the moment, but we continue to invest in our digital strategy and believe this approach will help PeopleReady emerge stronger than prior to the pandemic. As our digital strategy continues to mature, we're taking a look at areas within PeopleReady where we can reduce our service delivery costs. In 2020, we began testing a few different strategies to further reduce the cost of delivering our services. We plan to expand our testing in 2021 to include more technology utilization and an altered go-to-market approach. As we move down this path, I want to emphasize that the value and importance of our branch network should not be underestimated. We need to maintain a local presence in our communities where we do business. At the same time, we do see an opportunity to centralize more services and reorient job roles to improve our client-focused delivery. We'll continue to update you on this front as plans progress. Turning to PeopleManagement, our strategy is to focus on execution and grow our client base. Initiatives we've already implemented include sharpening our vertical market focus to target essential manufacturers and leverage our strength in e-commerce. These are verticals that have held up well relative to the decline in non-essential goods at traditional brick and mortar retailers. We've also made a concentrated effort to enhance the productivity of our sales teams. First, we completed the integration of our Staff Management and SIMOS brand sales teams, allowing the integrated team to offer a full portfolio of hourly and cost per-unit solutions to clients. Second, we are expanding our presence in smaller markets we believe have been underserved. These strategic initiatives are already paying off. Even in the middle of this downturn, year-to-date new business wins at PeopleManagement are up 20% versus the prior year, as we've secured $79 million of annualized new business wins versus $66 million in the prior year. As the demand environment recovers, we'll be increasing sales resources and investing in client care programs to maintain our momentum. Turning to PeopleScout, the strategy leverages our strong brand reputation to capture opportunities in an industry poised for growth. Before COVID struck, we, along with our competitors experienced a trend toward more in-sourcing, with some clients bringing more recruitment functions in-house. Many of the in-house teams have been reduced or eliminated during the pandemic and we expect a trend reversal back toward outsourcing as the economy recovers. Focusing our sales teams on this trend will allow us to increase wallet share at our existing clients and diversify the industry mix within our portfolio. I'd like to take a moment to touch on our capital allocation priorities. During the first half of 2020, we repurchased $52 million of our common stock, or 9% of our common stock outstanding, at favorable prices. While 2020 was not an easy year, we took the right actions to preserve the longevity of the business while retaining our operational strengths. Investments in our digital strategy and our lean cost structure have us well-positioned for 2021. I am extremely proud of the leadership and resolve demonstrated by the entire TrueBlue team. By coming together and staying true to our mission of connecting people and work, we have continued to provide a vital service to our communities even in the midst of a pandemic. I'll now pass the call over to Derrek who will share greater detail around our financial results. Total revenue for Q4 2020 was $519 million, representing a decline of 12%. We posted net income of $8 million, or $0.23 per share, and adjusted net income of $11 million, or $0.33 per share. While net income this quarter declined 8% compared to Q4 2019 in large part due to a higher effective income tax rate, income from operations was up 25%. This increase in operating profitability was due to further improvement in our revenue trends and disciplined cost management. The Q4 year-over-year revenue decline was 13 percentage points better than the Q3 year-over-year revenue decline and Q4 SG&A was down 22% year-over-year, or down nearly twice as much as the revenue decline for the quarter. Adjusted EBITDA was $22 million, an increase of 4% compared to Q4 2019 and adjusted EBITDA margin was up 60 basis points. Gross margin of 23.3% was down 190 basis points. Our staffing businesses contributed 170 basis points of compression from pay rates increasing faster than bill rates and from sales mix largely due to the revenue growth in our PeopleManagement business, which has a lower gross margin than our PeopleReady business, which had a revenue decline. PeopleScout contributed another 20 basis points of compression primarily due to client mix and lower volume. We expect additional gross margin pressure in the first quarter of 2021, but expect it to moderate as we anniversary the onset of the pandemic in Q2. Assuming a strong bounce back in economic growth in the back half of 2021, we expect some gross margin expansion assuming we experience revenue growth in our PeopleScout business due to the operating leverage associated with its cost of sales, and to a lesser extent, gross margin expansion in our staffing businesses from favorable bill and pay rates spreads associated with less slack in the labor supply. Turning to SG&A expense, we delivered another quarter of strong results with expense down $28 million, or 22%. We maintained our cost discipline while preserving our operational strengths to ensure the business is well-positioned for growth as economic conditions improve. We also see opportunity to further reduce the costs of our PeopleReady branch network, while maintaining the strength of our geographic footprint through a greater use of technology, centralizing work activities and repurposing job roles. We are in the early stages of planning the pilots that will occur throughout 2021, and if successful, will lead to additional efficiencies in 2022. As Patrick mentioned, we are rewarding our employees with a one-time COVID bonus for their extraordinary efforts this past year. This bonus, as well as COVID government subsidies, are excluded from adjusted net income and adjusted EBITDA. Our effective income tax rate was 28% in Q4, which included additional expense associated with less net operating loss benefit available to carry back to prior years, due to a stronger performance in Q4. Excluding the net operating loss adjustment, the effective income rate was 9%. Turning to our segments, PeopleReady, our largest segment, saw an 18% decline in revenue and segment profit was down 10%. As additional social and government mandates were enacted in December to address the COVID-19 threat, our year-over-year decline did not improve much, but held relatively steady and this trend has continued into January where revenue was down 18%. PeopleManagement saw 5% growth in revenue and segment profit was up 104%. PeopleManagement experienced encouraging intra-quarter revenue improvement, with December up 9%, compared to 1% in October. Revenue growth continued into January with PeopleManagement up 5%. About half of the segment profit growth in Q4 is attributable to cost management and revenue growth and half from unique costs in Q4 last year creating a favorable comparison this year. Turning to PeopleScout, we saw a 24% decline in revenue and segment profit was down 18%. Temporary project work provided 6 percentage points of revenue benefit. As Patrick noted, PeopleScout results were adversely impacted by exposure to travel and leisure clients, which made up roughly 28% of the prior year mix, and revenue for this vertical was down 54%. Now let's turn to the balance sheet and cash flows. Our balance sheet is in excellent shape. We finished the year with $63 million in cash, no outstanding debt, and an unused credit facility. Cash flow from operations in 2020 was $153 million, up from $94 million in the prior year, with the increase coming largely from the deleveraging of accounts receivable. It was also a strong quarter for us from a working capital perspective with Days Sales Outstanding at 49 days or down 3.5 days in comparison with Q4 last year. For the first quarter of 2021, we expect gross margin contraction of 290 basis points to 250 basis points and for the full year contraction of 50 basis points to 10 basis points. As a reminder, in Q1 2020, there was 130 basis points of gross margin expansion from healthcare benefits that were excluded from adjusted net income and adjusted EBITDA. For the full year 2020, there was 20 basis points of net benefit from the healthcare benefit I mentioned, less workforce reduction costs that were excluded from adjusted net income and adjusted EBITDA. You can find more information on these items in our non-GAAP reconciliations. For the first quarter of 2021, we expect a year-over-year SG&A reduction of $13 million to $17 million. I'd also like to remind everyone that we will anniversary most of our cost reduction actions in April of 2021. For capital expenditures, we expect about $16 million for the first quarter and $37 million to $41 million for full year 2021. These figures include approximately $8 million and $10 million for Q1 and 2021, respectively, in build-out costs for our Chicago support center, of which $7 million will be reimbursed by our landlord with $6 million of the reimbursements expected in the first quarter. The reimbursements from our landlord will be reflected in operating cash flows. Our outlook for fully diluted weighted average shares outstanding for the first quarter of 2021 is 35.3 million. Providing an annual outlook for an effective income tax rate is difficult due to the semi-fixed nature of the work opportunity tax credit. We expect our effective income tax rate for the full year 2021, before job tax credits, to be about 23% to 27%, and we expect total job tax credits to be $8 million to $10 million. Due to the size of expected job tax credits, it is possible to have pre-tax income and an effective income rate benefit instead of expense at lower levels of profitability. While we have more work to do to get back to where we were before COVID hit, we like the progress we have made. We have seen steady improvements in our revenue trends, and with the prospect of meaningful vaccinations on the horizon, we are optimistic about the potential upside in many of the hard hit end markets we serve. We took the right actions to improve profitability, and have done so without losing our operational strengths or technology momentum. And, we ended 2020 with a balance sheet that is stronger than where we started the year, which will further enable our ability to take advantage of the growth opportunities ahead of us. ","q4 adjusted earnings per share $0.33. q4 earnings per share $0.23. q4 revenue $519 million versus refinitiv ibes estimate of $498.1 million. " "Steve McMillan, Teradata's President and Chief Executive Officer, will lead our call today; followed by Claire Bramley, Teradata's Chief Financial Officer, who will discuss our financial results and our outlook. We will also discuss other non-GAAP items, such as free cash flow and constant currency revenue comparisons. A replay of this conference call will be available later today on our website. At our Investor Day, we provided some fresh insights into our strategic direction, differentiated product and value proposition and our financial model. We have continued our transformation journey, executing on our strategy as a cloud-first profitable growth company. In Q3, we met expectations for revenue once again. Importantly, our recurring revenue as a percentage of total revenue increased approximately five percentage points versus last year and is now approaching 80%. This is meaningful because recurring revenue provides for predictable and durable streams of cash flow. In addition, both GAAP and non-GAAP earnings per share were above expectations. Claire will address our financial metrics and outlook in more detail. In the third quarter, our public cloud ARR was $148 million. This was a substantial 83% growth rate over Q3 of 2020. We had a handful of large deals slip out of the last day of Q3 into the fourth quarter related to customer timing. We have already completed transactions that more than cover the $7 million that we expected in Q3, and we have closed most and are confident, we will close all of these transactions in the fourth quarter. We continue to build upon our execution engine, which delivered more cloud deals in Q3 than in any other quarter. Looking ahead to the fourth quarter, our pipeline is robust, and we are working on bigger cloud deals. Looking at Q3 in more depth, we had numerous proof points that our strategy is solid. We are executing and are making progress within our target market of leading enterprise accounts. Q3 was our highest quarter yet for new cloud customers. We added tens of new large enterprise accounts across all of our regions. We are determined to keep up the pace in winning new logos in the cloud and on-prem. Our dedicated new logo sales teams are coming on board, ramping up and are already starting to win. We are gating the world's largest companies, often with extreme scale and complexity in their data environment to smoothly migrate to the cloud. These global enterprises depend on their mission-critical Teradata platform every single day to help them extract the greatest value from their enterprise analytics. As many of our large enterprise customers are transitioning to the cloud for the first time, managing through these types of transactions can take some time, requiring planning and coordination with multiple stakeholders across numerous functions and migrating to the cloud requires careful consideration of the interconnectivity of all aspects of the customer's on-prem analytic ecosystem. Customers are recognizing that Teradata with our connected multi-cloud data platform for enterprise analytics is the best solution to overcome these challenges, and they are increasingly migrating to the cloud with Teradata Vantage. In the quarter, healthcare, transportation and government led the pack in terms of our target verticals. Just one recent example of a seamless migration to the cloud is American Airlines, a Teradata on-prem customer for more than 14 years. American just migrated its massive Teradata EDW to Teradata on Azure Our collective team of employees from Teradata and American Airlines executed very efficiently for a highly successful migration. The airline's Teradata platform provides virtually every department access to analytics and reporting capability and supports thousands of users for many business initiatives, including revenue management, network planning, technical operations, cargo and marketing. The migration is part of the airline strategy to provide greater agility, speed to market and frictionless scalability to its business community. We have been told that its business users are extremely pleased with the speed and performance of the Vantage platform and Azure. Cloud growth remains front and center for us. The move to cloud is a clear direction and often a mandate for many organizations. It's an issue of when, not if. We are pleased that each of our regions saw growth in cloud customers in the quarter. Additionally, we are seeing that once customers start in the cloud, they grow with Teradata. Our quarterly trend of healthy net expansion rates in the cloud continues to be greater than 130%, as customers add more use cases, more data and workloads and more users to their Teradata multi-cloud portfolio platform. Here's a handful of examples where we are competing and winning in the market. The ANZ Banking Group is migrating its Teradata enterprise data platform to Vantage on Google Cloud. This multinational financial services company has been a Teradata customer for more than two decades. Its Teradata platform is core to its critical business applications, supporting more than 2,000 users for many different business initiatives, including regulatory reporting, customer analytics, product profitability and responsible lending. The migration is part of the bank's broader cloud mandate. Here, we are partnering with a leading global SI on the customers' migration to the cloud. A leading global oilfield services company is deploying Vantage on Azure to support center data management and advanced analytics. This new Teradata customer is committed to continual innovation using technology to improve safety, productivity and quality of life in the oil and gas industry. This transaction is one of the large deals from Q3 that fell just over the line and closed on day one of Q4. BNSF, one of the largest freight transportation companies in North America is migrating its Teradata data platform to Vantage on Azure Cloud as part of a long-term plan to have the majority of its analytic ecosystem in the cloud. Here, we won against cloud native competition, and Teradata will provide analytics and reporting for finance, operations and marketing. Teradata Consulting will be leading the migration effort with support from our partner, Microsoft. As part of this effort, Teradata will be integrated into a hybrid-analytic environment with both IBM Mainframe and Microsoft Azure components. Another airline, one of the world's largest and most admired, is migrating its long-standing Teradata environment to Vantage on AWS-as-a-Service. The company's modernization efforts include increasing analytics for HR, finance, loyalty and customer care and will leverage both Teradata and AWS services as well as solutions from advanced analytics vendors. The ability to leverage [Indecipherable] capabilities to utilize AWS three data and make it available for richer analytics was an important factor in migrating Vantage to the AWS cloud. The customer considered cloud-native competition before selecting Vantage on AWS, Accenture was a supportive partner during their evaluation and leading the migration process. [Indecipherable], a leading tech equipment manufacturer based in [Indecipherable] as a new cloud customer, choosing Vantage on Azure as its cloud data and analytics platform. The Vantage on Azure environment will be used for development work, POCs with customers, demos and applications testing. Our purpose, transforming how businesses work and people live through the power of data has never been more relevant, and we are successfully supporting customers in building and driving meaningful business value in their analytic environments, whether multi-cloud, cloud-only, on-prem or a hybrid combination of any or all. To keep Teradata's differentiated market-leading position, we continuously develop and evolve our technology and Q3 was no different. In the quarter, we advanced our innovations on multiple fronts. We released a significant enhancement to Vantage, adding 30 new end database functions that enable customers to use partner tools of their choice to leverage the power of end database analytics, delivering performance at enterprise scale. We introduced Vantage Streams in the cloud providing near real-time data, leveraging native object stores, AWS3, Azure Blob and Google Cloud Storage to help accelerate new business outcomes. Customers can now stream IoT data, stock data, weather or website click-stream data to deliver new analytic use cases. This is exactly what is needed by our target market and a recent research study by independent research firm, Vanson Bourne, 87% of IT decision makers felt that they must leverage these emerging technologies to remain competitive. We also delivered an update to our bring-your-own model capabilities that allows customers to bring their own analytic models, built with third-party tools and languages into Vantage to run enterprise analytics at scale. And in keeping with our focus on customer and market drivers, we brought enhancements to our communications data model with full support of 5G network activity, including intelligent network optimization. We are furthering the transformation and our go-to-market organization to execute with greater agility and help us accelerate the move to the cloud and build an increasingly strong partner ecosystem as well. These actions are designed to drive results for Teradata and an exceptional customer experience. We know that when our customers succeed, we succeed. We're investing to drive faster cloud execution to help our customers maximize the value of the data and get optimal results from the Teradata environment in the cloud. We are deploying senior cloud specialist sellers and cloud specialist architect teams in each region to progress and execute more quickly to close cloud deals. We are doubling down on building mutually beneficial partnerships to drive scale and strengthen capabilities and have added senior cloud expertise to our global partner organization. Strong partnerships create a flywheel effect and accelerating successes in the cloud and in data analytics. Here's a few new partnerships that will help propel us forward. Today, we announced a strategic collaboration agreement with AWS. We are both committed to increase product integrations and development with AWS Cloud services and launch joint programs to help customers migrate, modernize and derisk the cloud adoption journey with Vantage on AWS. With this exciting announcement, we are working together to make it simple to use Vantage on AWS across the broad array of AWS services at enterprise scale. We are very excited about the strategic collaboration that will make it even easier for customers to get the most value from their enterprise analytics at scale in the cloud, helping us both accelerate growth. In important and growing AI arena, we recently announced a strategic partnership with H2O. ai and the integration of H2O. ai's hybrid cloud platform with Vantage. This integration enables our joint customers to quickly and easily build and deploy AI solutions that inform new insights from machine learning and drive more meaningful business outcomes. We're also pleased to be deepening our partnership with Accenture. Together, we are building a global Vantage cloud data migration factory to enable joint customers to easily migrate to Teradata Vantage in the cloud. The powerful combination of Accenture's recognized global capabilities and our unparalleled ability to harness data at scale will help drive smooth transitions to the cloud for our joint customers. I'm seeing the team operate with a stronger sense of urgency, accountability and enthusiasm, and I'm pleased that we are progressing in our go-to-market organization and across the company. We are resolute in executing our growth strategy. Looking ahead, Q4 is traditionally our largest quarter for ARR growth. We have a robust pipeline for the quarter, and we are seeing trends of more cloud deals and larger cloud deals, some in the seven and eight digit range. Given these dynamics, you can be certain that the entire team will be focused and dedicated to closely managing the business, especially with the planning and coordination associated with closing some of these large transactions. We believe our cloud business will be approximately $200 million by the end of the year. We have a path to grow more than 100% year-on-year. However, given the timing we experienced in Q3, we believe it is prudent to lower our cloud ARR growth outlook from 100% year-over-year to approximately 90% year-over-year. We remain pleased with this very strong annualized growth rate in our cloud business, a substantial cloud business that is based on a competitive product and differentiated position in a large and growing market. At our Investor Day in September, I stated that Teradata is a profitable growth company in a large and growing market with the right technology, the right strategy and the right people. That remains true today. And we remain incredibly dedicated to adding customers, growing and expanding existing ones and providing an outstanding customer experience with our connected multi-cloud data platform for enterprise analytics. Our focus is clearly on executing to keep winning and delivering shareholder value. This confidence is reflected in the new $1 billion repurchase authorization that we announced today and our strong commitment to returning capital to shareholders via share repurchase. Now I'll pass the call over to Claire for additional insights. In the third fiscal quarter, Teradata delivered revenue and profit in line or better than expectations. Quarterly highlights include recurring revenue of $352 million or growth of 7% year-over-year as reported. Gross profit margin of 61.3%, up 30 basis points year-over-year. Operating margin of 15.4%, up 60 basis points year-over-year and non-GAAP earnings per share of $0.43 in line with prior year and $0.11 above the midpoint of our previous outlook. I am pleased that these results keep us on track to achieve or beat our fiscal 2021 outlook on many of our key financial metrics. Some of our year-to-date highlights include total ARR growth of 7% versus the prior year, which is in line with our 2021 full year outlook range of mid- to high single-digit growth. Year-to-date, recurring revenue growth of 14% versus the prior year compared to our full year outlook range of high single to low double-digit growth. Earnings per share of $1.86 against our previous full year outlook range of $1.92 to $1.96 and year-to-date free cash flow of $347 million compared to our full year outlook of at least $400 million. Despite the many highlights, it is unfortunate that a handful of our transactions slipped into Q4, which impacted our cloud ARR in the third quarter by $7 million. As Steve noted, we have already covered this amount in the early days of Q4. We have a robust Q4 pipeline, the strongest we have ever seen, and we continue to successfully close deals with good economics. We therefore remain confident that our customers want and value our products. Over the last 18 months, as we have undertaken our transformation journey, Teradata has had a renewed focus on driving greater, rigor, discipline and accountability in the business. We are focused on driving improved intra-quarter linearity, increased investment in our cloud go-to-market activities globally, and we are seeing increasing benefits from stronger partnerships with CSP and SI partners to accelerate migration to the cloud. Now let's get into the results, starting with ARR. Our customers continue to drive digital transformation activities in multi-cloud environments, and this keeps driving our growth. Total ARR increased 7% year-over-year as reported and 6% year-over-year in constant currency. Total ARR grew by $11 million sequentially. Subscription ARR increased 18% year-over-year and 2% sequentially. We grew in all three regions from both existing and new enterprise customers. We added on-premises new logo customers at a faster pace than last quarter, even though our new logo acquisition efforts are emerging. These are all positive proof points that customers continue to choose Teradata for our differentiated value from a great product that provides a combination of best price and performance at scale, along with Teradata's industry knowledge and expertise. Public cloud ARR grew 83% year-over-year and 6% sequentially. Growth occurred across all three geographic regions year-over-year and sequentially in the Americas. In both APJ and EMEA, we saw a slight sequential decline in growth resulting from transactional delay. Of the $9 million sequential growth, a little more than half resulted from customers migrating to Vantage in the cloud from on-premise perpetual and subscription licenses and most of the remainder from expansion. We continue to experience healthy expansion rates that are in excess of 130% in the cloud, sustaining the positive trends that we outlined in our recent Investor Day. We also added more new logo cloud customers in the quarter, a proof point of executing against our strategy. While the deal sizes can be small at the start, we see future growth opportunities with these new customers as they try, buy and expand. Now turning to revenue. Total revenue was $460 million, a 1% increase year-over-year as reported and in constant currency. We continue to build on a higher base of recurring revenue, which grew 7% year-over-year and 6% in constant currency. This growth is primarily driven by a higher mix of recurring revenues. As a percentage of total revenue, recurring revenue was 77% in the third quarter. Regarding upfront revenue arrangement. In the third quarter, the net impact of upfront revenue was materially lower when compared to the first two quarters of the fiscal year. In the third quarter, there was an approximate net negative $10 million impact related to upfront recurring revenue. This was in line with our expectations. For reference, this compares to a net positive $22 million impact in the second quarter and $24 million in Q1. The negative $10 million is due to revenue pulled into the first half of the year from the third quarter, partially offset by upfront recurring revenue recognized in Q3, all related to the renewal or expansion of on-premises deals. As anticipated, both perpetual and consulting revenue were lower year-over-year, given the strategic shift made to a higher-margin subscription model and greater collaboration with partners that drive higher adoption and consumption of Teradata. Third quarter gross margin was 61.3%, which was approximately 30 basis points higher than last year's third quarter, primarily due to a higher mix of subscription-based recurring revenue. This was partially offset by the negative impact from upfront revenue arrangements pulled forward from the third quarter into the first half of fiscal 2021 as well as a small unfavorable impact from perpetual mix and a slightly lower consulting margin rate. Third quarter's operating margin was 15.4%, 60 basis points higher than last year's third quarter, driven by the combination of a lower cost structure from cost discipline, partially offset by sequential investments made in activities supporting the cloud in both go-to-market and R&D. Total operating expenses were up 5% sequentially and flat year-over-year. Third quarter earnings per share of $0.43 exceeded our outlook range of $0.30 to $0.34 by $0.11 at the midpoint. Of the $0.11, $0.05 related to actual expenses being lower than expected, $0.04 related to cost delays and $0.02 related to favorable recurring revenue mix. Turning to free cash flow and capital allocation. We are on track to achieve our fiscal 2021 guidance of at least $400 million in free cash flow. Through the end of September 2021, year-to-date free cash flow was $347 million. In the third quarter, free cash flow generated was $23 million due to the seasonality of billings. Our cash conversion metrics showed slight improvement quarter-over-quarter, driven by an increase in days payable outstanding due to the timing of invoices received. Our days sales outstanding remained strong, although it did increase by about two to three days sequentially. We continued to take advantage of our strong balance sheet, buying back stock to offset dilution. In the third quarter, we repurchased approximately 1.1 million shares or $58 million in total. For the first nine months of the fiscal year, we spent $179 million on share repurchases for a return of 52% of year-to-date free cash flow to shareholders. For the full year, we are on track to return at least 15% of free cash flow to shareholders via share repurchases while continuing to make investments in the company to support our strategy for profitable growth and cloud acceleration. We now have a total of approximately $1.3 billion authorized under this open market share repurchase program, in effect immediately until the end of 2025. This action is consistent with the capital allocation framework and our commitment to increase shareholder value that we outlined at our Investor Day. Let me move to our outlook. Overall, we have a very healthy growth rate on a large and scaling cloud business. Given the strength of our products, along with our robust pipeline in Q4, we do see paths to achieve at least 100% growth in cloud ARR for the full year. However, it is also possible we will continue to see the timing volatility as we saw between September and October due to how difficult it is to predict the close date of some of our very large pipeline deals. As Steve stated, our updated cloud ARR outlook is approximately 90% growth year-over-year or approximately $200 million. With regards to earnings per share, we are raising our non-GAAP earnings per diluted share to be in the range of $2.11 to $2.15, while still continuing to invest in the business, an increase of $0.19 from the midpoint of the previous range. For the fourth quarter, we expect non-GAAP earnings per diluted share to be in the range of $0.25 to $0.29. We anticipate the tax rate to be approximately 26% in the fourth quarter and approximately 23% for the full year. We also anticipate the weighted average shares outstanding to be approximately $113 million. We are reaffirming our fiscal 2021 outlook for the following key metrics. Total ARR growth, which is expected to be in the mid- to high single-digit percentage range; total recurring revenue, which is expected to grow in the high single to low double-digit percentage range year-over-year; total revenue, which is anticipated to grow in the low to mid-single-digit percentage range year-over-year; and free cash flow for the year, which is expected to be at least $400 million. ","q3 non-gaap earnings per share $0.43. q3 revenue rose 1 percent to $460 million. sees q4 non-gaap earnings per share $0.25 to $0.29 excluding items. sees q4 gaap loss per share $0.01 to $0.05. incremental $1 billion share repurchase authorization for open market share repurchases until end of 2025. full year 2021 non-gaap earnings per diluted share now expected to be in range of $2.11 to $2.15. " "Please visit our website at transdigm.com to obtain a supplemental slide deck and call replay information. The company would also like to advise you that during the course of the call, we will be referring to EBITDA, specifically EBITDA as defined, adjusted net income and adjusted earnings per share, all of which are non-GAAP financial measures. First, I'll start off with the usual quick overview of our strategy and then a few comments about the quarter and a discussion of our fiscal 2022 outlook, then Jorge and Mike will give additional color on the quarter. To reiterate, we are unique in the industry in both the consistency of our strategy in good and bad times, as well as our steady focus on intrinsic shareholder value creation through all phases of the aerospace cycle. To summarize here are some of the reasons why we believe this. About 90% of our net sales are generated by proprietary products and over three quarters of our net sales come from products, which we believe we are the sole source provider. Most of our EBITDA comes from aftermarket revenues, which generally have significantly higher margins and over any extended period have typically provided relative stability in the downturns. We follow a consistent long-term strategy. Specifically, we own and operate proprietary aerospace businesses with significant aftermarket content. We utilize a simple, well-proven, value-based operating methodology. We have a decentralized organization structure and a unique compensation system, closely aligned with shareholders. Next, we acquire businesses that fit this strategy where we see a clear path to PE-like returns. And finally, our capital structure and allocation are a key part of our value creation methodology. Our long-standing goal is to give our shareholders private equity-like returns with the liquidity of a public market. To do this, we stay focused on both the details of value creation, as well as careful allocation of our capital. We continue to see recovery in the commercial aerospace market and are encouraged by the trends in air traffic among other factors. Our Q1 fiscal results show positive growth in comparison to the same period in fiscal 2021 as we are lapping the first quarter of 2021, which was heavily impacted by the pandemic and prior to the widespread availability of vaccines. Although our results have improved, they continue to be unfavorably affected in comparison to pre-pandemic levels as the demand for air travel remains depressed. However, the continued improvement in global air traffic despite emergence of a new COVID-19 variant in late 2021 is encouraging, it further illustrates the pent-up demand for air travel and bodes well for the momentum of the commercial aerospace recovery in 2022. To date, the recovery has remained primarily driven by domestic leisure travel, although we are optimistic for recovery of international travel as many governments across the world have softened travel restrictions. Even the travel restrictions reimposed by certain governments during the months of December due to the Omicron variant are now starting to ease, which is again an encouraging sign. In our business, we saw another quarter of sequential improvement in our commercial markets, with total commercial aftermarket revenues up 10% over Q4 of fiscal 2021 and bookings up more than 15% compared to Q4. Commercial OEM bookings came in even stronger with almost 20% sequential improvement over Q4. I am also very pleased that despite the challenging commercial environment, our EBITDA as defined margin was 47.3% in the quarter. Contributing to this better-than-expected margin is the continued recovery in our commercial aftermarket revenues, as well as the careful management of our cost structure and focus on our operating strategy. This was achieved despite the emergence of the Omicron variant during the quarter. Additionally, we continued to generate significant cash in Q1. We had strong operating cash flow generation of almost $280 million and closed the quarter with a little over $4.8 billion of cash. We expect to steadily generate significant additional cash throughout the remainder of 2022. Next, an update on our capital allocation activities and priorities. We are now at a decision point with regard to our sizable cash balance, which is now approaching $5 billion. Consistent with our history, when we have a significant amount of cash available, we aim to get that back to the shareholders in one form or another. At this time, we're still in the process of evaluating our capital allocation options with regard to any significant acquisitions, share buybacks and dividends. All three options are on the table each individually, but then also potentially in some combination over the next 12 months. Any significant M&A, share buyback and/or dividend activity will still leave the company with substantial liquidity and the financial flexibility to deal with any currently anticipated capital requirements or other opportunities in the readily foreseeable future. We continue to look at possible M&A opportunities and are always attentive to our capital allocation. Both the M&A and capital markets are always difficult to predict, but especially so in these times. Regarding the current M&A pipeline, we are still actively looking for M&A opportunities that fit our model. We continue to see a pickup in acquisition opportunity activity, but it's still slower than pre-COVID. We have a decent pipeline of possibilities as usual, mostly in the small, midsized range. I cannot predict or comment on possible closings, we remain confident that there is a long runway for acquisitions that fit our portfolio. Now, moving to our outlook for 2022. We are still not in a position to provide full financial guidance as a result of the continued disruption in our primary commercial end markets. We continue to be encouraged by the recovery we have seen in our commercial aftermarket revenues and the strong bookings received for both commercial OEM and aftermarket in Q1. We will look to reinstitute guidance when we have a clearer picture of the future. We continue to expect COVID-19 to have an adverse impact on our financial results compared to pre-pandemic levels throughout the remainder of fiscal 2022 under the assumption that both our commercial OEM and aftermarket customer demand will remain depressed due to lower worldwide air travel. Although recent positive trends in commercial air traffic could impact us favorably. To reiterate what we said on the Q4 earnings call, our teams are still planning for our commercial aftermarket revenue to grow in the 20% to 30% range. We expect our commercial OEM revenue to grow significantly as well, but at a rate slightly less than the commercial aftermarket. As you know, we aim to be conservative and would be happy to have both of these end markets rebound more strongly. To reiterate, these are planning assumptions for organizational purposes and not guidance. As for the defense market, we still expect defense revenue growth in the low single-digit percent range from fiscal 2022 versus prior year despite the slow start to the year. Jorge will provide more color on our defense end market. We now expect full year fiscal 2022 EBITDA margin to be slightly north of 47% due to the rate of commercial aftermarket recovery. Please note that our Q1 EBITDA margin was stronger than anticipated, and we may see less year-over-year margin improvement for Q2 and expect margins to move up throughout the second half of the fiscal year. As a final note, this margin guidance includes the unfavorable headwind of our Cobham acquisition of about 0.5%. We believe we are well positioned for the remainder of fiscal 2022. As usual, we'll closely watch the aerospace and capital markets as they develop and will react accordingly. Mike will provide details on other fiscal 2022 financial assumptions and updates. Now, shifting gears for a moment to nonfinancial matters. I'd like to touch on our DoD IG audit report, which was released in mid-December. As we expected and communicated, the audit scope and results were similar to prior audits. The report found no legal wrongdoing on behalf of TransDigm or any of our employees. The report asked for a purely voluntary refund of approximately $21 million. We disagree with many of the implications contained in the report, as well as the methodology used to arrive at many of the report's conclusions. We also disagree with the use of arbitrary standards and analysis, which render many areas of the report inaccurate and misleading. Additionally, at the request of the House Oversight and Reform Committee, we participated in a hearing on January 19 to discuss the results of the audit. Going forward, we will continue to work with the IG, the DLA and any other relevant parties to evaluate the results of this audit. The U.S. government and the U.S. warfighter remained top priorities for TransDigm. At this time, we are engaged directly with the DLA and do not have any further update on whether or not we expect to pay all or a portion of the $21 million voluntary refund request. Finally, I wanted to announce the retirement of our Vice Chairman, Bob Henderson. He retired at the end of first fiscal quarter. Bob has been a key member of the TransDigm management team for over 25 years and a significant partner in the company's growth during the entire period. He served in a range of roles over his years with TransDigm, including as president of several operating units, executive vice president, COO of TransDigm's airframe business group and most recently, vice chairman, where he oversaw the integration of the operating units acquired as part of the Esterline transaction. We wish Bob well in his retirement. Let me conclude by stating that I'm pleased with the company's performance in this challenging time for the commercial aerospace industry and with our commitment to driving value for our stakeholders. As always, we remain focused on executing our operating strategy and managing our cost structure as we continue on this journey to a full recovery of the commercial aerospace industry. We look forward to the remainder of our fiscal 2022 and expect that our consistent strategy will continue to provide the value you have come to expect from us. Now, let me hand it over to Jorge to review our performance and a few other items. I'll start with our typical review of results by key market category. For the remainder of the call, I'll provide color commentary on a pro forma basis compared to the prior year period in 2021. That is assuming we own the same mix of businesses in both periods. This market discussion includes the acquisition of Cobham aero connectivity. We began to include Cobham in this market analysis discussion in the second quarter of fiscal 2021. This market discussion also removes the impact of any divestitures completed in fiscal 2021. In the commercial market, which typically makes up close to 65% of our revenue, we will split our discussion into OEM and aftermarket. Our total commercial OEM revenue increased approximately 13% in Q1 compared with the prior year period. Bookings in the quarter were robust compared to the same prior year period and strongly outpaced sales. Sequentially, the bookings improved almost 20% compared to Q4. We are hopeful that the narrowbody rate ramps disclosed by Airbus and Boeing will play out as forecasted. Now, moving on to our commercial aftermarket business discussion. Total commercial aftermarket revenue increased by approximately 49% in Q1 when compared with prior year period. Growth in commercial aftermarket revenue was primarily driven by increased demand in our passenger submarket, although all of our commercial aftermarket submarkets were up significantly compared to prior year Q1. Sequentially, total commercial aftermarket revenues grew approximately 10% and bookings grew more than 15%. Commercial aftermarket bookings are up significantly this quarter compared to the same prior year period and Q1 bookings strongly outpaced sales. To touch on a few key points of consideration, global revenue passenger miles remained low but continued to modestly improve throughout our Q1. IATA currently forecasts a 39% decrease in revenue passenger miles in calendar year 2022 compared to pre-pandemic levels. Within IATA's estimate is the expectation that domestic travel will be back to 93% of pre-pandemic levels in calendar year 2022. Despite the impact of the Omicron variant, December global revenue passenger miles still improved month on month, which demonstrates the strong underlying demand and the willingness of passengers to travel. Countries that reimposed travel restrictions due to this variant are already announcing significant easing of those restrictions. The limited impact from the Omicron variant on air travel provides optimism for the pace of the recovery of air traffic in 2022. The recovery in domestic travel has been more resilient than international. Domestic air traffic for calendar 2021 was only down 28% compared to pre-pandemic versus international, which was still down 75%. As the commercial aerospace recovery has progressed, the U.S. and Europe have shown strong demand for domestic travel. China has been more volatile due to its zero COVID policies, which lead to localized lockdowns and rapid drop-offs in air travel. Though the pace of the international air traffic recovery has been slow, we are hopeful for improvement in international travel in 2022 as vaccination rates continue to improve globally and many of the government travel restrictions are softening. Global cargo volumes continue to surpass pre-COVID levels and it is generally expected that airfreight demand will remain robust throughout 2022. Business jet utilization remained strong. Commentary from business jet OEMs and operators have been encouraging and these higher levels of business jet activity may be here to stay, though time will tell. Now, let me speak about our defense market, which traditionally is at or below 35% of our total revenue. The defense market revenue, which includes both OEM and aftermarket revenues, decreased by approximately 12% in Q1 when compared with the prior year period. As we have said many times, defense sales and bookings can be lumpy. This quarter, Cobham was lapping a very tough prior year comparison as Cobham's defense sales accelerated in fiscal Q1 2021, which was the last quarter prior to TransDigm's ownership. This was the single largest contributor to the year-over-year decline. There are also some supply chain-induced delays in fulfilling orders at certain operating units. As Kevin mentioned earlier, we continue to expect low single-digit percent range growth in fiscal 2022 for our defense market revenues. Lastly, I'd like to wrap up by stating how pleased I am by our operational performance in this first quarter of fiscal 2022, despite the continued impact of the pandemic. We remain focused on our value drivers and executing with operational excellence. I'm going to quickly hit on some additional financial matters for the quarter and then our expectations for the full fiscal year. First, in regard to profitability for the quarter, EBITDA as defined of about $565 million for Q1 was up 19% versus our prior Q1. EBITDA as defined margin in the quarter was approximately 47.3%. This represents year-over-year improvement in our EBITDA as defined margin of about 450 basis points versus Q1 of last year. Sequentially, EBITDA as defined margin declined slightly by about 200 basis points during Q1 versus Q4 of last fiscal year. As you know, this is typically the case for us given the higher volume levels in Q4 and lower number of working days in our fiscal Q1. Now, a few quick additional financial data points for the quarter. Organic growth was 9%, driven by the rebound in our commercial OEM and aftermarket end markets. On taxes, the slightly lower-than-expected GAAP rate for the quarter was driven by significant tax benefits arising from equity compensation deductions. This is just timing. Barring some deviations in the rates for this first quarter, our tax rate guidance for the full year is unchanged from what we provided on our last earnings call. Moving to cash and liquidity. We had another nice quarter on free cash flow. Free cash flow, which we traditionally defined at TransDigm as EBITDA less cash interest payments, capex and cash taxes, was roughly $250 million. We ended the quarter with about $4.8 billion of cash. During Q1, we also paid down our $200 million revolver balance, which was drawn at the onset of COVID in March of 2020 out of an abundance of caution. The $200 million revolver paydown is the primary reason that our cash balance ticked up much less than the $250 million of free cash flow we generated in Q1. Our net debt-to-EBITDA ratio is now at 6.7 times. This ratio is down from 8.2 times, at its peak. We expect to continue running free cash flow positive. And barring any additional capital markets activities, this ratio would keep coming down as we proceed through our fiscal '22. From an overall cash liquidity and balance sheet standpoint, we remain in good position and well prepared to withstand the currently depressed but now rebounding commercial environment for quite some time. ","full fiscal 2022 guidance remains suspended at this time. " "This is Jason VanWees, Executive Vice President. We began 2021 with the best first quarter sales, earnings, operating margin and cash flow in the Company's history. Furthermore, we achieved these GAAP results despite incurring $39 million or $0.79 per share of expenses related to the pending acquisition of FLIR. Excluding these non-recurring charges, earnings increased 39.2% compared to last year. Operating margin increased 426 basis points and free cash flow nearly doubled. In addition, I'm very pleased with the breadth of our financial performance across Teledyne. Year-over-year sales increased in nearly every major business category except commercial aerospace, which is now only 4% of our total sales. The recovery in our short cycle commercial business is unfolding nicely and our government businesses are also growing and performing well, in both cases, strongest within our Digital Imaging segment. Also in the first quarter, we received all time record orders with a book to bill of 1.15x resulting in quarter-end backlog of approximately $1.8 billion. Given our strong first quarter, we now think a reasonable outlook for the total company organic sales growth in 2021 is approximately 6% led by forecasted growth of about 10% in Digital Imaging excluding FLIR. And now with respect to the fair acquisition over the last few months while transaction certainty progressively increased, Teledyne performed in-person visits covering 90% of all FLIR on-site several on multiple occasion. Most importantly, we were also granted access to the operating management in all key functional areas. To summarize, FLIR's people, products, technology and manufacturing are outstanding. I am now even more excited about the prospect for FLIR as part of the Teledyne family. We remain confident of immediate pre-tax annual synergies greater than $40 million having continue to expect, earnings per share accretion even on a GAAP basis in 2022 with earnings per share accretion, excluding amortization being substantially greater. Al will now comment on the performance of our four business segments. In our Instrumentation segment, overall, first quarter sales increased 0.5% versus last year. Sales of environmental instruments increased 5% from last year. Sales of most product categories increased with the strongest year-over-year organic growth resulting from the gas and flame detection products acquired in 2019. Sales of our electronic, test and measurement systems increased 4.8% year-over-year. Sales of marine instrumentation decreased 6.7% in the quarter. However operating profit increased due to aggressive cost management and business simplification and standardization initiatives. Overall, instrument segment operating margin increased 291 basis points to 20.7%. Turning to Digital Imaging segment. First quarter sales increased 6.7%. GAAP segment operating margin was 19.7%, an increase of 200 basis points year-over-year. Now turning to the Aerospace and Defense Electronics segment, first quarter sales declined 3.3% as greater defense sales were more than offset by a 28.5% decline in sales of commercial aerospace products. GAAP segment operating margin increased over 1,000 basis points to 18.7% versus 8.6% in 2020. In the Engineered Systems segment, first quarter revenue increased 8% primarily due to greater sales from defense and other manufacturing programs as well as electronic manufacturing services products. Segment operating margin increased 242 basis points when compared with last year. I will first discuss some additional financials for the quarter not covered by Robert and Al, and then I will discuss our second quarter and full year 2021 outlook. In the first quarter, cash flow from operating activities was $124.9 million compared with cash flow of $76.4 million for the same period of 2020. Record first quarter free cash flow, that is cash from operating activities less capital expenditures was $107.3 million in the first quarter of 2021 compared with $56.2 million in 2020. Excluding after-tax cash payments related to the FLIR transaction first quarter free cash flow was $110.1 million. Capital expenditures were $17.6 million in the first quarter compared to $20.2 million for the same period of 2020. Depreciation and amortization expense was $29.3 million for both the first quarters of 2021 and 2020. We ended the quarter with $9.1 million of net debt that is approximately $3.24 billion of debt less cash of approximately $3.23 billion. The higher cash and debt balances at April 4, 2021, including the proceeds of debt incurred to fund the cash portion of the consideration for the FLIR test acquisition. Stock option compensation expense was $4.2 million for the first quarter of 2021 compared to $7.4 million for the same period of 2020. Turning to our outlook, management currently believes that earnings per share in the second quarter of 2021 will be in the range of $2.85 to $2.95 per share and for the full year 2021, our earnings per share outlook is $12 to $12.20. In each case, these do not reflect the pending acquisition of FLIR and related acquisition and financing costs. The 2021 full year estimated tax rate, excluding discrete items is expected to be 22.6%. In addition, we currently expect less discrete tax items in 2021 compared with 2020. I will now pass the call back to Robert. ","sees q2 adjusted earnings per share $2.85 to $2.95. sees fy adjusted earnings per share $12.00 to $12.20 excluding items. expect to complete acquisition of flir on may 14, 2021. " "I'll begin by discussing our 2020 results, briefly comment on the outlook for 2021, and of course, comment on the pending acquisition of FLIR. We concluded 2020 with the best earnings, operating margin and cash flow in the company's history. Compared to last year, fourth quarter earnings increased 13.7%. Operating margin increased 173 basis points and free cash flow increased 50.7%. For the full year 2020, GAAP operating margin increased slightly. Free cash flow increased significantly, 39.1% to $547.5 million. It is worth emphasizing that full year margin and cash flow performance occurred despite over $33 million in nonrecurring charges, record negative GDP in the second quarter and the constant challenges faced by manufacturers during the COVID-19 pandemic. We entered 2021 with a clear improvement in demand across the majority of our businesses. In fact, we received record orders in the fourth quarter and ended 2020 with record backlog. Q2 orders were $920 million or 1.14 times sales with year-end backlog of $1.7 billion. While it's still early in 2021, we're expecting continuing recovery in our commercial businesses as well as growth in our government businesses. In both cases, strongest within our Digital Imaging segment. Given some caution and conservatism, related to the ongoing tug of war between shutdowns and vaccines, we think a reasonable outlook for the total company's organic growth is between 5% and 6% for 2021. Of course, the largely pre-COVID comparison in the first quarter will be the most difficult with revenue relatively flat. Finally, I want to comment on the FLIR acquisition. We've been watching FLIR since we first entered the Space-based Infrared imaging market in 2006 when we acquired Teledyne Scientific and Imaging. We believed then and we believe now that our infrared imaging technologies and market segments are uniquely complementary. As both companies evolved, we've grown to be even more complementary. For example, Teledyne entered the subsea drone business in 2008 and FLIR entered the airborne unmanned business in 2016, and more recently, the land-based robotics business. Perhaps more importantly, each company exited unattractive businesses, Teledyne in 2011 and FLIR in 2018. While our respective sensing technologies and market segments are different, the fundamental desire of our end customers is an image or even better, information. This is true for extra imaging, infrared imaging, industrial machine vision and even our underwater marine sonar imaging and software businesses. In other words, there is similarity and synergy in digitization, imaging algorithms, machine learning and other related technologies across each of our organizations. I will conclude by noting that for 21 years, Teledyne has consistently and predictably compounded earnings and cash flow, and 2020 was no different. Nevertheless, I have never been more excited about Teledyne's future than I am today with the pending acquisition of FLIR. Al will now comment on the performance of our four business segments. In our Instrumentation segment, overall fourth quarter sales decreased 6.2% when compared with last year. Sales of environmental instruments decreased 6.7% from last year. However, sales increased 6.9% sequentially from the third quarter. Compared with last year, sales of certain products, such as wastewater samplers increased. However, this was more than offset by year-over-year declines and sales of selected industrial products, such as ambient air monitoring instrumentation. Sales of electronic test and measurement systems increased 3.7% year-over-year to a quarterly record of $70 million. Sales of marine instrumentation decreased 11.4% in the quarter, due in part to a difficult comparison with the fourth quarter of 2019. In spite of lower sales, overall Instrumentation segment operating margin increased 262 basis points to a record, 22.3%. Now turning to the Digital Imaging segment. Fourth quarter sales decreased 2.3%, and primarily reflect the core sales of X-ray detectors for dental and medical imaging, partially offset by greater sales of infrared and visible detectors for space applications. GAAP segment operating margin was 21.6%, an increase of 407 basis points year-over-year and also, a record. Now in the Aerospace and Defense segment, fourth quarter sales declined 14.8% as greater U.S. defense sales were more than offset by a 45% decline in sales of commercial aerospace products as well as lower commercial space sales related to OneWeb. The GAAP segment operating margin decreased due to lower sales as well as $5.8 million in severance facility consolidation and other contract charges. In the Engineered Systems segment, fourth quarter revenue increased 26.8%, primarily due to greater sales from defense, nuclear and other manufacturing programs as well as electronic manufacturing services. Segment operating margin increased 175 basis points compared with last year. I will first discuss some additional financials for the quarter, not covered by Robert and Al, and then I will discuss our first quarter and full year 2021 outlook. In the fourth quarter, cash flow from operating activities was $236.4 million compared with cash flow of $167.9 million for the same period of 2019. Record free cash flow, that is cash from operating activities less capital expenditures, was $217 million in the fourth quarter of 2020 compared with $144 million in 2019. Capital expenditures were $19.4 million in the fourth quarter compared to $23.9 million for the same period of 2019. Depreciation and amortization expense was $28.7 million in the fourth quarter compared to $29.3 million for the same period of 2019. We ended the quarter with $105.4 million of net debt, that is $778.5 million of debt less cash of $673.1 million for a net debt-to-capital ratio of only 3.2%. Stock option compensation expense was $5.9 million for the fourth quarter of 2020 compared to $5.7 million for the same period of 2019. Turning to our outlook. Management currently believes that earnings per share in the first quarter of 2021 will be in the range of $2.55 to $2.60 per share. And for the full year 2021, our earnings per share outlook is $11.25 to $11.45. In each case, these do not reflect the pending acquisition of FLIR and related acquisition and financing costs. The 2021 full year estimated tax rate, excluding discrete items, is expected to be 22.3%. In addition, we currently expect significantly less discrete tax items in 2021 compared with 2020. I will now pass the call back to Robert. ","sees fy earnings per share $11.25 to $11.45. sees q1 earnings per share $2.55 to $2.60. issuing full year 2021 diluted earnings per share outlook of $11.25 to $11.45. " "Due to the large number of participants on the Q&A portion of today's call, we're asking everyone to limit themselves to one question to make sure we can give everyone an opportunity to ask questions during the allotted time. We are willing to take follow-up questions but ask that you rejoin the queue if you have a second question. Before Heath and I get into the slides and the details of the quarter, I want to frame our view of the environment that we're operating in as well as our performance. We are in an economy that is showing strong GDP growth globally, driven by the recovery from last year's COVID shutdowns with consumer spending that is robust, as well as corporations around the world increasing investment to capitalize on this recovery. In addition to the recovery, it's also important to note that we've strategically focused TE around select secular trends and these trends are accelerating in the key markets that we serve. You'll see this in our transportation segment with electric vehicle adoption accelerating in our communications segment around cloud investment and in our industrial segment with capital spending accelerating globally around factory automation as well as digitization. While we have a recovery that is happening faster and is more robust than we all thought, the reality is that the world is dealing with supply chains trying to catch up to this faster recovery. This is causing volatility for our customers as well as everyone that's in our customer supply chains. In this backdrop, we are performing well in this environment and our strong results for the quarter and our performance so far this year demonstrates the strength and diversity of our portfolio. You'll see this with contributions from each of our three segments. We are generating sales, adjusted operating margins and adjusted earnings per share that are above pre-COVID levels and we remain excited about the additional growth and margin opportunities that we'll be on this year. With this backdrop, let me provide some key messages from today's call about our performance. First, I am pleased with our execution in the third quarter and the quarterly records that we achieved. These records include sales of over $3.8 billion, adjusted earnings per share of $1.79 and adjusted operating margins of over 19%. Our results were ahead of our expectations, driven by the continued recovery in most end markets that we serve, our broad leadership positions and strong operational performance by our teams. It's also important to note that, while we are in a recovery, our growth also continues to be driven by the secular trends across our markets that are driving our market outperformance this year and will continue to drive the outperformance going forward. Another key factor that you see is that, we are continuing to demonstrate our strong free cash generation model, and continue to expect free cash flow conversion to approximately 100% for this full fiscal year. And as we look forward, you'll see and we'll talk about our orders in quarter three remain consistent with our second quarter, and we expect our quarter four sales to be roughly flat to our quarter three sales. And we expect that these revenue levers will translate into strong performance with $1.65 in adjusted earnings per share in the fourth quarter. As I mentioned, our results are demonstrating the strength and diversity of our portfolio, with growth and margin contributions from each segment. In communications, you see the growth opportunities in the cloud and the ongoing increase in capital expenditure trends by the cloud providers. In our industrial segment, you see increased investments in capacity and higher levels of factory automation. And in transportation, you see content growth trends for electrification, as well as further electronification of both autos and trucks. And in each of our segments, we are delivering strong operational performance, which are evident in the margins. And when we look back to our discussion we had in October, we did indicate that our first quarter would be the peak of global quarterly auto production for our fiscal year, but not the peak of our earnings. This is playing out as we anticipated because of our diverse portfolio. For this fiscal year, we are expecting over 20% growth in sales, approximately 400 basis points of adjusted operating margin expansion and over 50% growth in adjusted earnings per share. I am very pleased with this level of progress toward our business model and our team's ability to execute, especially with some of the markets continuing to recover and the broader challenges we've faced in the supply chain. So, now, let me turn -- and I want to take a moment to frame the current market environment and our business relative to where we were just 90 days ago when we last spoke. So, starting with transportation. Consumer demand for autos remains robust, but ongoing challenges with semiconductor supply continue to impact our customers' ability to produce. Global auto production came in slightly lower than expected in the third quarter, and we're expecting auto production to be approximately 19 million units in our fourth quarter. The trends around our content growth remain strong in the transportation segment. Our content per vehicle has accelerated from the low $60 range, a few years ago into the $70 range this year. We continue to benefit from increased electronification and higher production of electric vehicles, which will enable us to continue to outperform auto production going forward, as content continues to grow. In our industrial segment, we continue to see an industrial backdrop that is improving, which is benefiting our industrial equipment, as well as our energy businesses. Also, in our quarter, our orders in medical have begun to recover, and we returned to growth as interventional procedures have started to increase again. And the one area, where we are not seeing acceleration is in our AD&M business, but I will highlight, the business does feel stable at current revenue levels. From 90 days ago, let me talk about communications. The end market trends that we mentioned last quarter are continuing. Consumer demand continues to be robust in appliances and capital expenditure trends remain strong in cloud applications. And while that to look at where we were versus 90 days ago by our segments, I do want us all to remember that we are in a world that's still dealing with COVID and the uncertainties around variants. While all our global factories are operational, we continue to watch developments in each of the regions we operate and our focus has been and will continue to be on keeping our employees safe, while also helping our customers capitalize on the improving economic conditions. In the third quarter, sales of $3.8 billion were better than our expectations and were up over 50% year-over-year, demonstrating strong performance through the economic recovery with growth in all segments. Also on a sequential basis, sales were up 3% and our earnings per share was up 14% with sequential margin expansion in each segment. Compared to last quarter, industrial segment sales were up 5%, driven by ongoing strength in industrial equipment and increases in energy and medical. And in the communications segment, sales were up 16% with double-digit growth in both data and devices and appliances on a sequential basis. And in our transportation segment, our sales were in line with our expectations. When you look at orders in the quarter, they remained strong at $4.5 billion consistent with the levels we had in the second quarter. And this reflects market improvement along with ongoing inventory replenishment by our customers. If you think about the balance sheet, we continue to maintain the capital strategy between making sure we're returning capital to shareholders as well as M&A. Earlier this month, we entered into an agreement to acquire ERNI, a European connector manufacturer that has a complementary product line and serving the industrial market. This acquisition has a purchase price of approximately $300 million and is consistent with the bolt-on strategy around acquisitions that we talked to you about. As we look forward, we expect our strong performance to continue into our fourth quarter. We expect sales to be up in the high teens over the year to approximately $3.8 billion. Adjusted earnings per share is expected to be approximately $1.65 and this will be up 40% year-over-year. And as you can see on the slide, we've included our full year numbers and our performance relative to both fiscal 2020 and 2019 which I highlighted earlier. For the third quarter, our orders remained strong at approximately $4.5 billion consistent with the second quarter levels that I mentioned earlier. Order levels continue to reflect economic recovery and replenishment across a number of our end markets. Year-over-year, we saw orders growth in all businesses and in all regions. Transportation orders remained elevated due to the market recovery, as well as the auto industry supply dynamics. In our industrial segment, orders grew 8% sequentially and with growth in industrial equipment, energy and medical and flat orders in AD&M which indicates the stabilization that I mentioned earlier. In communications, sequential order growth was driven by strength in data and devices. So let me also add some color on orders and what we're seeing from a geographic perspective on a sequential basis. We continue to see growth in Asia where our China orders were up 6% sequentially. In Europe, our orders were down 7% sequentially and in North America, our orders were essentially flat versus last quarter. So with that as a backdrop around orders, let me get into our segment results that you'll see on slides five through seven and I'll cover this briefly. Starting with transportation, our sales were up approximately 70% organically year-over-year with growth in each of our businesses. Our auto business grew 90% organically and we are benefiting from the market recovery and are demonstrating continued content outperformance due to our leading global position. We continue to benefit from increased production of electric vehicles, as TE's technology and products are enabling high-voltage architectures and applications with every leading OEM on the planet. In commercial transportation, we saw 56% organic growth driven by the market recovery, ongoing emission trends as well as content outperformance. We are continuing to benefit from stricter emission standards around the world and increased operator adoption of Euro 6, which reinforces our solid position in China. The other key point is that we continue to gain momentum with wins on electric powertrain platforms and trucks, which while this doesn't give revenue or orders today, it will provide future content growth for our leading position in commercial transportation. In sensors, we saw 20% organic growth, driven primarily by auto applications and we also saw growth in the commercial transportation and industrial applications as well. For the segment, adjusted operating margins expanded sequentially to 19.4% on essentially flat sales. So let me turn to the industrial segment. And in this segment, sales increased 13% organically year-over-year. In our industrial equipment business, sales were up 36% organically with growth in all regions and benefiting from the momentum in factory automation applications where we continue to benefit from accelerating capital expenditures in areas like semiconductor and automotive manufacturing. Our AD&M business, sales declined 7% organically, driven by the continued weakness in the commercial aerospace market. In our energy business, we saw 9% organic growth driven by increases in renewables, especially global solar applications. And lastly, in our medical business as I mentioned earlier, a return to growth in the quarter and was up 10% organically year-over-year with the recovery in interventional procedures around the world. From a margin perspective, adjusted operating margin for the segment expanded year-over-year by nearly 300 basis points to 15.8% despite the volume declines in our AD&M business. And this was driven by solid operational performance by the teams. Now let me turn to the communications segment. And our team continues to demonstrate strong operational execution, while capitalizing on the growth trends in the markets that we serve. Sales grew 31% in the segment organically year-over-year with robust growth in both data and devices and appliances. In data and devices, we grew 16% organically year-over-year due to the solid position we built in high-speed solutions for cloud applications. We continue to see capital expenditures increasing by our customers and our content growth is enabling us to grow cloud-related sales at double the market rate this year. In appliances, sales grew 57% organically versus the prior year with growth in all regions driven by market improvement, our leading global market position, and ongoing share gains. I do want to say that our communications team continues to deliver outstanding performance to complement the higher sales levels that they're executing to. And you see this with our adjusted operating margin in the segment of 23.5%, which is up 760 basis points versus the prior year. Overall, across our segments our teams are capitalizing on growth trends in their end markets demonstrating the diversity of our portfolio while delivering strong operational execution. Adjusted operating income was $734 million, up significantly year-over-year with an adjusted operating margin of 19.1%. GAAP operating income was $714 million and included $11 million of restructuring and other charges and $9 million of acquisition-related charges. We still expect total restructuring charges to approximate $200 million for fiscal 2021 as we continue to optimize our manufacturing footprint and improve the cost structure of the organization. Adjusted earnings per share was $1.79 and GAAP earnings per share was $1.74 for the quarter which included restructuring acquisition and other charges of approximately $0.05. The adjusted effective tax rate in Q3 came in as we expected at approximately 18% with our fourth quarter tax rate expected to be around 20%. We expect to continue our -- we continue to expect our adjusted effective tax rate for the full year to be around 19%. Importantly, we expect our cash tax rate to stay well below our reported ETR for the full year. As Terrence mentioned, we delivered record performance in Q3 on sales, adjusted operating margins, and adjusted EPS. We are not only showing progress versus the prior year, but we are also delivering higher sales margins and adjusted earnings per share versus fiscal 2019, which represents a pre-COVID baseline. Sales of $3.8 billion were up over 50% versus the prior year and up 3% sequentially with solid performance in each of our segments. Currency exchange rates positively impacted sales by $138 million versus the prior year. Adjusted earnings per share of $1.79 was up significantly year-over-year and up 14% sequentially reflecting our strong operational performance. Adjusted operating margins were 19.1% also up significantly versus the prior year. Year-to-date our adjusted operating margins are running at around 18% and our fourth quarter is expected to be a continuation of this strong performance. Turning to cash flow, in the quarter cash from operating activities was $682 million. We had very strong free cash flow for the quarter of $539 million and year-to-date free cash flow is approximately $1.5 billion. In Q3, we returned approximately $445 million to shareholders through dividends and share repurchases. Our cash flow performance demonstrates the strength of our cash generation model. And we continue to expect free cash flow conversion to approximate 100% for the full year. We remain committed to our disciplined use of capital. And overtime, we continue to expect two-thirds of our free cash flow to be returned to shareholders and one-third to be used for acquisitions. As Terrence noted, we entered into an agreement to acquire ERNI earlier this month. And we expect to close by the end of this quarter. ERNI has revenues of approximately $200 million annually, and will be reported as part of our industrial equipment business. Before we go to questions, I want to reiterate, that we are performing well in this environment, despite challenges in the broader supply chain. Our results for the quarter and our performance so far this year, demonstrate the strength and diversity of our portfolio with contributions from each of our three segments. We delivered record performance in Q3. Our fourth quarter guidance represents a continuation of our strong performance. And we are excited about growth and margin opportunities beyond this fiscal year in line with our business model. Ludy, could you please give the instructions for the Q&A session? ","te connectivity q3 adjusted earnings per share $1.79. q3 adjusted earnings per share $1.79. q3 gaap earnings per share $1.74 from continuing operations. q3 sales $3.8 billion versus refinitiv ibes estimate of $3.74 billion. sees q4 adjusted earnings per share about $1.65. sees q4 sales about $3.8 billion. " "I'm joined by John Garrison Chairman and Chief Executive Officer; and John Duffy Sheehan Senior Vice President and Chief Financial Officer. In addition we'll be discussing non-GAAP information that we believe is useful in evaluating the company's operating performance. Reconciliations for these non-GAAP measures can be found in the conference call materials. I want to take a moment to emphasize once again that Terex actions are always guided by our values. We consistently act with integrity operate with excellence and care for our team members customers and communities. Safety remains the top priority in the company driven by think safe work safe home safe. All Terex team members have contributed to our effort to continue to produce some service equipment for our customers while maintaining a safe working environment. Please turn the slide four. The team is built on the strong foundation for long-term success with our environmental social and governance or ESG efforts. A few key points that I would like to highlight as we progress on this journey. Leading with strong governance our ESG efforts are led by senior management with oversight from our Board of Directors. Turning to social diversity equity and inclusion is being embraced and driven by our senior leaders as we increase the dialogue and training around this important topic. On the environmental front you'll hear more later about how our teams continue to deliver sustainable and innovative products which our customers are demanding. Finally we continue to communicate with stakeholders about our ESG journey. We recently released our second ESG report which can be found in our Investor Relations website. The team support is continuing to engage with investors about ESG matters. I am pleased with our efforts to date but the team recognizes there is more work to do around this important topic and we will drive execution of our ESG priorities. Now let me highlight some of our third quarter results which Duffy will describe in greater detail. During the quarter we continued to deliver strong year-over-year top-line revenue growth. We were impacted by supply chain challenges limiting our production output especially within our AWP segment. As a result of the supply chain challenges revenues were approximately 9% below our expectations from the beginning of the quarter. Global end market demand remained very robust as demonstrated by our quarterly bookings and Q3 being double the prior year. Even when compared to historically good end market demand environment such as Q3 2019 our bookings were up approximately 140%. We do expect end market demand to remain strong to the remainder of this year and into 2022. Our operating margins in earnings per share in the quarter improved significantly versus the third quarter of last year but were lower than our prior expectations because of the revenue shortfall supply chain challenges impacting the efficiency of our manufacturing operations and inflationary cost pressures which we are only partially offset by our pricing actions. We expect the supply chain environment we experienced in Q3 to continue through the fourth quarter and into 2022. Today's updated financial outlet for 2021 reflects this expectation. I'm extremely proud of our team's management of working capital and free cash flow generation. With $43 million of positive free cash flow in the quarter we posted our sixth consecutive quarter of positive free cash. Year-to-date we have now generated more than $180 million of free cash. This strong performance allowed us to use available cash to prepay another $150 million of debt in October. Today Terex enjoys one of the strongest balance sheets it has ever had. During the third quarter our team worked tirelessly to manage supply chain and logistics disruptions by delivering for our customers. Tightly managed all costs and delivered improved margins and positive free cash flow. Our financial results demonstrates that our strategic priorities are working to improve the company and to deliver positive financial results for shareholders. We continue to improve Terex's global cost competitiveness. For the full year 2021 our SG&A as a percent of sales will be substantially below our target of 12.5%. During 2021 we have been treating nearly all SG&A costs as fixed taking advantage of higher revenue to leverage the cost structure. We will continue to maintain strict cost discipline while recognizing that growth in the business will necessitate some investment spending. In the third quarter we started production of our telehandlers in Monterrey Mexico. This action is on track and will reduce the cost of manufacturing our telehandler products for the North American market. Turning to innovation we remain focused on purposeful innovation delivering electrification digital and other offering enhancements that provide value to our customers. In utilities we've rolled out our high-power solution which operates the boom electrically and eliminates noise and emissions. And Genie is producing E-Drive scissor which addresses the need for hybrid and fuel electric product offerings. Approximately two thirds of Genie's scissors and one third of Genie booms are offered with hybrid and electric technology. MP has launched 28 new products in 2021. The segment also continues to develop and deploy digital offerings for dealers and customers. More than 7000 units in the installed base are now fitted with telematics hardware that is enabling these offerings. MP is also implementing digital dealer solutions including connected dealer inventory or CDI. The number of active dealers using CDI doubled in 2021 and more growth is anticipating. Finally we are investing for growth. In China we're increasing production in both segments. We produced our first Genie in our recently expanded Changzhou facility and our MP production is progressing according to plan. We launch a new product line in waste and recycling called Terex Recycling Systems or TRS. The new product line will lead modular offerings for stationary systems. The TRS offering compliments our Ecotech and [Indecipherable] businesses which offer mobile waste and recycling equipment. Turning to slide seven our AWP and MP segments continue to demonstrate resiliency and flexibility to capture the benefits from the positive market fundamentals that we are seeing. First in Genie the current market dynamics points our multiyear replacement cycle for Genie equipment. The average age of fleets globally is increasing and customers need to replenish their fleets. So the replacement cycle is here. Adoption is taking place in emerging markets such as China non-residential investment indicate are positive. These factors are leading to strong order activity. Material processes we expect global demand for crushing and screening equipment to continue to grow. Broad-based economic growth construction activity and aggregates consumption are the primary market drivers. We are seeing strong markets for our concrete mixer truck material handling and environmental businesses. Overall we are seeing robust market conditions around the world for our industry-leading products and solutions. However while demand remained strong we anticipate ongoing supply chain disruptions to persist throughout the fourth quarter and into 2022. It is a dynamic situation which is constantly changing and we're not expecting significant improvement in the near-term. Freight and logistics have also been a growing issue with delays and increased cost. The availability of containers ships and increasing offload times are impacting our production and delivery schedules. Our production and supply chain team members are doing a remarkable job demonstrating resilience and flexibility to maximize the number of machines we can ship to our customers. Our strategic sourcing initiative has produced strong relationships with suppliers resulting in more impact in transparency and communication. This has helped our teams work with suppliers to ensure we are receiving a higher allocation of components. Our engineering teams are working with suppliers to redesign components to maximize availability of critical electronic subsystems. These are dynamic times and I am confident that Terex will deliver continued operational progress due to the tireless efforts of our team members. Turning to slide eight let's look at our third quarter results. Overall revenues of almost $1 billion were up nearly 30% year-over-year with both of our operating segments revenues up more than 25%. As John mentioned earlier revenues were lower than our expectations going into the quarter. As a result of the higher revenues our absolute amount of gross profit in the quarter increased 22%. The current global supply chain dynamics materially increased the cost of our operations for both segments through reduced efficiency in our manufacturing facilities and higher material logistics and labor costs. In the short-run given previously committed customer purchase orders especially in our AWP segment we have been unable to pass all of these increased costs onto our customers. As a result gross margins contracted year-over-year in the third quarter. To mitigate the negative impacts of the operating environment our teams have been maintaining strict discipline in our SG&A spending. Despite this quarter's revenue being 30% higher than the same quarter last year SG&A was $6 million lower than the prior year. For the quarter we recorded an operating profit of $74 million compared to $37 million in the third quarter of last year achieving an operating margin of 7.5%. Interest and other expenses was approximately $3 million lower than Q3 of last year resulting from lower outstanding borrowings combined with reduced rates on the debt we financed earlier this year. Our third quarter 2021 global effective tax rate was approximately 23% driven by a mix of discrete items in the quarter. Our tax rate estimate for the full year remains 19% consistent with our previous look. Finally our reported earnings per share of $0.67 per share more than doubled year-over-year. Turn into slide nine and our AWP segment financial results. Sales of $573 million were up 29% compared to last year driven by continued strong demand in all global markets. AWP delivered improved operating margins in the quarter driven by increased production and aggressively managing all costs. Third quarter bookings of $981 million were up dramatically compared to Q3 2020 while backlog at quarter end was $1.7 billion almost four times the prior year. Approximately 70% of AWPs September 30th backlog is scheduled for delivery in 2022. A portion of this backlog represents orders with 2021 pricing that were scheduled for delivery in 2021 that have now over into 2022. As a result we expect the first half of next year to be price cost negative. However we do expect AWP to be price cost neutral for the full year 2022. Now turning to slide 10 a material processing's Q3 financial results. MP had another excellent quarter. Sales of $419 million were up 35% compared to last year driven by strong customer demand across all end markets and geographies. The MP team has been aggressively managing all elements of cost as end markets improve resulting in an operating margin of almost 14%. It is a Testament to the MP team's operational strength to deliver these robust operating margins. MP saw its businesses strengthen through the quarter with bookings up approximately 62% year-over-year. Backlog of $1 billion is more than 3.5 times higher than last year and was up 18% sequentially. Turning to slide 11 and I'll now review our updated financial outlook for the full year. This outlook takes into consideration the current end market demand environment as well as the increased supply chain and input cost headwinds that we have discussed today. As for commercial demand we have seen our end markets remain robust over the course of the third quarter. We expect continued global end market strength over the remainder of the year and into 2022. Our full year revenue outlook for the company as a whole and both segments is limited due to the availability of components from our supply chain. We now expect our AWP segment revenues for the full year to be slightly lower than our previous sales outlook communicated in July. In addition we are expecting our operations to be impacted over the remainder of this year and into 2022 by accelerating cost increases. As we've already contracted with customers for nearly all of our remaining 2021 revenue most of the benefit of price increases which we have been implementing to offset inflationary pressures will not be realized until 2022 especially in our AWP segment. We have slightly lowered our total company outlook for operating margins as a of lower AWP margins partially offset by improving MP margins. As a result of positive first half callouts corporate and other costs continue to be expected to be slightly higher in the second half versus the first half of the year. Finally we continue to plan the total company incremental margins for the full year 2021 which exceed our 25% target. Our full year earnings per share outlook including charges of $0.27 per share for the refinancing of our capital structure and other year-to-date callouts has been revised to $2.75 to $2.85 per share based on sales of approximately $3.85 billion. For the full year 2021 we are estimating free cash flow in excess of $200 million reflecting a strong year of positive cash generation. The year free cash flow continues to include approximately $75 million from income and back tax refunds which are not expected to reoccur. We now plan for cash capital expenditures of approximately $80 million. The largest project included in capital expenditures is for the Genie Mexico manufacturing facility. Turning to slide 12 our updated 2021 full year earnings per share outlook takes into consideration. First the small reduction in our full year outlook for AWP segment revenues. Second the inflationary cost pressures we are experiencing in most areas of our businesses. Third the benefit of price increases we have been implementing which is only partially offsetting these cost increases and finally the operational efficiency and SG&A cost mitigation actions we have been taking to improve the business. Overall our 2021 outlook continues to represent a significant improvement in operating performance when compared to 2020. We will continue to aggressively manage costs while positioning our businesses for growth. Turning to slide 13 and I'll review our discipline capital allocation strategy. Our team members remain vigilant and will continue to efficiently manage production and scrutinize every expenditure. The positive free cash flow of $43 million in the quarter demonstrates the focus and discipline of our team members who have tightly managed networking capital. Terex has ample liquidity. At the end of the quarter we had approximately $1.2 billion available to us with no near-term debt maturities so we can manage and grow the business. Our strong liquidity position and cash generation allowed us to prepay $150 million of term loans in October which is in addition to the $279 million prepaid earlier this year all this while the company continues to pay our quarterly dividend. We are committed to continuing to strengthen Terex's balance sheet while maintaining flexibility to execute our growth plans. And with that back to you John. He has been a great leader mentor and teammate and he has created tremendous value for our company. In his five years as CFO Duffy's guidance has been especially important to me as he has helped lead our transformation journey and position Terex for a strong future. I know you will continue to do the same for Julie. Your pushing and prodding made me a better CFO for Terex and most importantly to you John for giving me this opportunity. We are a great team and good friends. ","sees fy earnings per share $2.75 to $2.85. sees fy sales $3.85 billion. q3 2021 income from continuing operations of $47.5 million, or $0.67 per share. " "Additionally, during this conference call, you will hear management make references to the estimated positive or negative impacts as a result of COVID-19 during the third quarter of 2020. You'll also hear management make statements regarding intra-quarter business performance during the month of October. Management is providing this commentary to provide the investment community with additional insights concerning trends, and these disclosures may not occur in subsequent quarters. It's a pleasure to speak with you today, and I hope you're all keeping safe and well. Overall, considering the environment we are operating in, we are pleased with our third quarter performance as it reflected the expected improvement in trends across many of our global product categories, led by a faster-than-expected recovery within our Interventional Urology business, and continued strength within our vascular access product sales. While from a regional perspective, we saw particular strength within the Americas as the pace of recovery in the United States during the third quarter was encouraging. Quarter three revenues was $628.3 million, which was down 4.1% as compared to the prior year period on a constant currency basis but far better than the 12% decline we experienced during the second quarter of the year. The decline in year-over-year revenue is due to the impact of COVID-19, which we estimate caused a net negative impact of approximately $78 million, or approximately 12%. If we were to normalize for the negative COVID impact, we estimate that our underlying business grew by approximately 8% on a constant currency basis, consistent with our quarter two revenue performance. We also saw a significant sequential improvement within our adjusted gross and operating margins from the levels achieved during the second quarter. With our adjusted earnings per share of $2.77 in the quarter meaningfully exceeded our internal expectations. This reflects the continued recovery we saw as we moved through the quarter, coupled with prudent operating expense management. Before I go into more detail on our quarterly financial performance, I am happy to announce that during the month of October, we signed a definitive agreement to acquire Z-Medica, a market leader in hemostatic products. We are pleased to be able to deploy capital for a differentiated product portfolio that leverages existing Teleflex call points and is immediately accretive to our revenue growth rates, adjusted growth and operating margin profile and to our adjusted earnings per share. Turning to a more detailed review of our third quarter results. As I just mentioned, quarter three revenue declined 4.1% on a constant currency basis and 3.1% on an as-reported basis. The decline in revenue was due to COVID-19, which we estimate had a negative impact of approximately $81 million across several global product categories. This was somewhat offset by approximately $3 million of additional revenue within our vascular access and other product categories, which experienced modestly higher-than-expected demand as a result of COVID-19. From a margin perspective, we generated adjusted gross and operating margins of 57.2% and 25.1%, respectively. This translated into a year-over-year decline of 140 basis points at the gross margin line and 190 basis points at the operating margin line. That said, we saw a sequential improvement of 330 basis points on both the adjusted gross and operating margin lines as compared to the levels we achieved in the second quarter. On a year-over-year basis, reduced sales volumes due to COVID was a headwind. However, it was partially offset by our cost containment efforts as we continue to tighten our belts where we deem appropriate in the current environment, balanced against continued investment to sustain our long-term growth aspirations. Adjusted earnings per share was $2.77, down 6.7% year-over-year but ahead of our internal expectations as the business continued to recover during the quarter. When excluding the negative impact of COVID-19 had on our third quarter results, we estimate that our adjusted earnings per share would have grown approximately 13% as compared to the prior year period. Overall, I am very pleased with our financial performance as it demonstrates the resiliency of our diversified global product portfolio. Let's turn to a discussion on our quarterly revenue trends, which will be on a constant currency basis. The Americas delivered revenues of $375 million in the third quarter, which represents an increase of 0.4%. Growth within the Americas was driven by vascular access and respiratory products, which both saw elevated demand driven by COVID. In addition, Interventional Urology was a strong contributor as UroLift continues to be one of the fastest recovering procedures. However, there were offsets with declines in other product categories. We estimate that the Americas would have grown approximately 9%, excluding the impact that COVID-19 had on the region. EMEA reported revenues of $135.7 million in the third quarter, representing a decline of 7%. During the quarter, declines occurred across most product categories as increasing COVID infection rates negatively impacted procedures and results. Adjusting for COVID, we estimate an approximately 3% underlying decline for the region. Revenues totaled $68.2 million in the third quarter, which represents a decline of 14.2%. However, we estimate that we would have had positive constant currency revenue growth in the high single digits, if not for the impact of COVID-19. Additionally, during the third quarter, we began transitioning a distributor in Japan. When normalizing for both COVID and the distributor change, growth in the region would have been closer to the low double-digit range, consistent with our longer-term outlook. And lastly, our OEM business reported revenues of $49.4 million in the third quarter, which was down 11.8% on a constant currency basis. As we anticipated, during the third quarter, our OEM business saw a lagged impact related to COVID relative to our other businesses. Investors familiar with Teleflex will be aware that our OEM business supplies medical companies with complex catheters and surgical sutures, and the quarter three impact reflects reduced orders from these customers, whose business is tied to non-emergent procedures. Excluding the estimated COVID-19 impact, the business grew roughly 28%, which includes a benefit of approximately 11% from the acquisition of HPC. As it relates to HPC, I am pleased to report that we remain on track with our integration efforts. Let's now move to a discussion of our revenue by global product category. Starting with vascular access. Due to growth within both our PICC and EZ-IO products, third quarter revenue increased 6.8% to $160 million. We estimate that COVID-19 positively impacted the growth rates of our vascular products during the third quarter by approximately 1%. Moving to interventional access. Third quarter revenue was $93.2 million, or down 13.5% as compared to the prior year period. The decrease was largely due to the delay in the recovery of certain non-emerging procedures because of COVID-19, along with the negative impact stemming from a catheter recall that occurred during the quarter. We estimate that the recall impacted our business negatively by approximately $4 million. The impact on the recall will continue to linger for the next several quarters as we do not expect to be back on the market with this product until September of 2021. When normalizing for the impact that COVID had on these product lines, we estimate that underlying growth was in the low single digits. Revenue was $75.7 million, which is lower than the prior year by 14.4%. The revenue decline was the result of lower sales of laryngeal masks, regional anesthesia and airway management products. We estimate that COVID had an approximately 10% negative impact in the quarter, implying mid-single-digit declines for the business on an underlying basis. Revenue declined by 12.3% to $82.2 million, driven by lower sales of our ligation and instrument product lines. We estimate a 13% headwind from COVID during quarter three, indicating recovery as compared to the estimated 30% COVID headwind in quarter two. Moving to Interventional Urology. Quarter three revenue increased by 11% to $81.8 million. We estimate an approximate 29% COVID-19-related headwind during quarter three. Notwithstanding the significant headwind on our growth in quarter three, we are pleased with the path of recovery for this business unit and are also happy with the early impact of our national DTC campaign, which is exceeding our expectations. Additionally, we are encouraged that we trained 120 new urologists in quarter three, moving to a cadence that is consistent with our expectations prior to COVID. And finally, our other category, which consists of our respiratory and urology care products, grew 0.5%, totaling $86 million. In large part, we estimate that growth during the quarter was due to increased demand for certain humidification and breathing products resulting from COVID-19. From a monthly perspective, we note that September outperformed July and August when normalizing for the distributor termination and the product recall within our interventional business. Furthermore, as we have progressed through the first few weeks of October, we continue to see additional modest improvements as compared to last October. That said, due to the significant resurgence of COVID cases globally, and when normalizing for selling days, we expect to see a modest improvement in the constant currency revenue performance during quarter four as compared to the decline of 4% we achieved in quarter three. Tom will provide more details later. That completes my comments on quarter three revenue performance. Turning to some recent clinical and commercial updates. The response to our national DTC campaign is exceeding our expectations. The strategic role of DTC is important as about half of the 12 million men being treated for BPH believe prescription medications are their only solution. Thus far, we are tracking well against the target to generate six times the number of impressions from the regional campaigns in the year ago period. Web traffic has increased over 150% since the launch and another encouraging metric is that multiple urologists are now motivated to get trained on UroLift as a result of patient requests due to the campaign. In addition, while there was likely a nominal impact on quarter three results, we expect the momentum for the campaign to continue building into quarter four and early next year as we turn down the advertising full strength starting in early September. Turning to UroLift two. Since the FDA clearance on July 31, we have begun a market acceptance test and received positive preliminary feedback, including the streamlining of the delivery device triggering mechanism and the reduction of waste. We are also increasing manufacturing levels for the product ahead of the full commercial launch slated for early in 2021. Lastly, regarding the UroLift ATC. We know that the market acceptance test is well under way, and we have received very positive feedback, which indicates that the device is delivering on the intended benefit of enhanced tissue controls when treating challenging anatomies such as obstructive median lobe. Taken together, we see these efforts as helping to build momentum as we seek to further expand our leadership position in BPH. Turning to the next slide on key commercial updates. We recently received an expanded indication for EZ-IO as the device can now be used for up to 48 hours when our alternate intravenous access is not available in both adults and pediatric patients, 12 years and older. While we do not expect a material sales uplift from this label expansion, we are always looking to improve our portfolio based on clinician feedback, and this is a prime example of those efforts. Lastly, I'd like to provide the investment community with a few more details of the Z-Medica acquisition we announced last night. In mid-October, we entered into a definitive agreement to acquire Z-Medica, an industry-leading manufacturer of hemostatic products. Under the terms of the agreement, Teleflex will acquire Z-Medica, for an upfront payments totaling $500 million and up to an additional $25 million upon the achievement of certain commercial milestones. As part of the transaction, Teleflex will also be acquiring certain tax attributes that are expected to result in future tax benefits. We value these tax attributes at approximately $40 million, which we considered when arriving at our purchase price. Z-Medica's hemostatic technologies are helping reinvent hemorrhagic control with cost-effective efficient bleeding control solutions being adopted by markets worldwide. The company offers three main brands: QuikClot, Combat Gauze and QuikClot Control+, which utilize the proprietary technology consisting of gauss impregnated with calin. The technology activates and accelerates the body's natural clotting ability. Z-Medica's products currently focus on the trauma surgery, EMS, military, emergency departments and interventional segments with opportunities to expand into additional indications over time. Teleflex's strategy is to invest in innovative products and technologies that can meaningfully enhance clinical efficacy, patient safety and comfort, reduce complications and lower the overall cost of care. The acquisition of Z-Medica enables Teleflex to leverage strength in the hospital, EMS and military call points with the differentiated products that complement our EZ-IO and EZPlas product portfolio. We are excited to announce this acquisition given its above company average revenue growth capabilities as well as its above company average gross and operating margin profile. Pending the receipt of certain regulatory approvals, the transaction is expected to be completed during the fourth quarter of this year. As we look forward, the transaction is expected to contribute between $60 million and $70 million of revenue and between $0.07 and $0.15 of adjusted earnings per share in fiscal year 2021. Beyond 2021, we expect the acquisition to deliver a high single-digit revenue growth profile and further accretion to adjusted earnings per share. After our recent meetings with the FDA, we determined to proceed with the BLA submission rather than an EUA. We continue to work closely with the agency in determining the timing of that submission. Overall, we continue to invest organically in clinical and commercial catalysts that will help to sustain our revenue growth aspirations in a normalized environment. We will also look to augment those internal efforts through the deployment of capital for inorganic growth opportunities, such as Z-Medica. Given the previous discussion of the company's revenue performance, I'll begin at the gross profit line. For the quarter, adjusted gross profit was $359.6 million versus $380 million in the prior year quarter or a decrease of approximately 5%. Adjusted gross margin totaled 57.2% during the quarter, which is a decrease of 140 basis points versus the prior year period. The decline in gross margin was primarily due to COVID-19-related impacts, including lower sales volumes and higher manufacturing costs, along with a foreign exchange headwind. The volume impact was significant for the quarter as the adverse revenue impact from COVID-19 tended to skew toward higher gross margin products, including Interventional Urology, interventional access and Surgical. In total, we estimate that COVID-19 negatively impacted our adjusted gross profit by approximately $59 million in the quarter. We continue to tightly manage discretionary spending as a means to partially offset the reduced revenue and gross profit resulting from COVID-19. And as a result of the efforts, we estimate that operating expenses were reduced in the third quarter by approximately $22 million. While we expect the actions taken to continue to deliver opex savings through the remainder of the year, by far the largest quarterly opex reduction was realized in the second quarter. Adjusted operating profit during the third quarter of 2020 was $157.6 million, and this compares to $175.3 million in the prior year or a decrease of approximately 10%. Third quarter operating margin was 25.1% were down 190 basis points year-over-year, driven primarily by the gross margin decline. And while our adjusted margins were down in the third quarter as compared to the year ago period, we are pleased to see the sequential improvement in both gross and operating margins from the lows we experienced during the second quarter. Looking forward, we expect sequential margin improvement to continue during the fourth quarter. Net interest expense totaled $16.4 million, which is a decrease of approximately 14% versus the prior year. The decrease in interest expense primarily reflects reduced average interest rates associated with our variable rate debt, partially offset by higher average debt balances versus the prior year period. For the third quarter of 2020, our adjusted tax rate was 7% as compared to 10.3% in the prior year period. The year-over-year decrease in our third quarter adjusted tax rate is primarily due to a favorable mix of taxable income versus the prior year period as well as a higher benefit from stock-based compensation as compared to the prior year period. At the bottom line, third quarter adjusted earnings per share decreased 6.7% to $2.77. Included in this result is an estimated adverse impact from COVID-19 of approximately $0.60 as well as a foreign exchange headwind of approximately $0.09. Turning to select balance sheet and cash flow highlights. For the first nine months of 2020, cash flow from operations totaled $241.5 million as compared to $289.2 million in the prior year period. The decrease is attributed to larger contingent consideration payments, partially offset by favorable changes in other working capital driven by higher accounts receivable collections. Overall, the balance sheet remains in good shape. At the end of the third quarter, our cash balance was $347.5 million versus $553.5 million at the end of the second quarter. During the third quarter, we repaid nearly $285 million of revolver borrowings and restored revolver availability to the full $1 billion. Net leverage at quarter end was approximately 2.6 times. The acquisition of Z-Medica is projected to increase net leverage by less than 3/4 of one turn and net leverage pro forma the acquisition remains comfortably below our 4.5 times covenant. Our intention is to finance the purchase of Z-Medica through revolver availability. However, we may choose to permanently finance the acquisition through a future notes issuance. Lastly, we have no near-term debt maturities of material size. Given the continued uncertainty surrounding the impact of COVID-19 pandemic on business operations, we are not reinstating financial guidance at this time. However, we will provide the following directional expectations for the fourth quarter. Looking ahead, we continue to expect further sequential improvement in our constant currency revenue performance as compared to what we achieved in the third quarter. However, due to the resurgence in global COVID-19 cases over the past seven to eight weeks, we expect our constant currency revenue growth to be only modestly better than what we achieved during the third quarter. This expectation of a modest fourth quarter improvement excludes the benefit of two additional selling days that occur in the fourth quarter of 2020, which we estimate would add approximately 3% of additional revenue growth during the fourth quarter. And this expectation also excludes any benefit from the acquisition of Z-Medica as the closing date is not yet determined. In closing, we delivered solid third quarter results as our diversified portfolio showed continued expected improvement relative to our quarter two results on both the top and bottom line. Excluding the impact of COVID, we see our underlying business performance is encouraging and very much in line with our initial expectations. We continue to view the resurgence of COVID globally, combined with the willingness of the more vulnerable population to get procedures done as the primary wildcards impacting recovery. While the next several quarters still have elements of uncertainty, we remain confident in our ability to execute as we head into 2021 and are optimistic in our long-term prospects. We, as an organization, will continue to focus on serving our hospital customers and working with our key stakeholders. We will manage the business prudently while staying focused to capitalize on the long-term potential of our global product portfolio. ","compname reports q3 adjusted earnings per share $2.77 from continuing operations. q3 adjusted earnings per share $2.77 from continuing operations. q3 revenue $628.3 million versus refinitiv ibes estimate of $619.3 million. not reinstating 2020 financial guidance due to covid-19 pandemic. " "Before we begin, I'd like to direct all participants to our website, www. We hope that you and your families are all safe and healthy. Before I hand the call over to Kenneth, I will briefly review our financial results for the first quarter of 2021. In the first quarter, we reported consolidated adjusted net income of 11 million, or $0.11 per share, up from 3 million, or $0.03 per share in the prior quarter. We also generated total adjusted EBITDA of 202 million, up slightly from the previous quarter. Compared to Q4, we recorded higher results in each of our entities, supported by our large portfolio of long-term contracts in our gas shipping business, higher spot tanker rates in our oil shipping business, and higher revenues from our marine services business in Australia. All of this despite the continued weakness in the spot conventional tanker market. Looking ahead, we are expecting the second quarter to be lower than the first quarter, mainly due to a heavy dry dock schedule in both our gas and tanker fleets, certain non-recurring items in the first quarter and the recent expiration of fixed rate charters in our tanker fleet that were locked in last year at higher rates. Since reporting earnings in February, we have made significant positive progress toward the strategic objective of winding down our FPSO segment, which we expect will result in a material reduction in our total asset retirement obligations in the second quarter. Kenneth will discuss this in more detail on the next slide. Over the last couple of quarters, we discussed our ESG strategy, and we are now excited to have published our 11th consecutive Teekay Group sustainability report last month, which aligns with global frameworks such as GRI and SASB. We have included a link to our latest sustainability report on this slide and it is also available on our website. And as Vince just mentioned, we have made good progress on winding down our FPSO segment. Starting with the Banff. As highlighted last quarter, we have successfully completed Phase 1 of our decommissioning project with net costs below budget. With respect to the recycling of the Banff, our Q1 cost came in lower than expected as the repositioning of the unit to its recycling yard was delayed while awaiting regulatory approvals. However, we are pleased to say that the unit departed by tow for its final voyage from the U.K. on May 2 and will safely handed over to the mass recycling shipyard in Denmark on May 11, where it will be recycled in accordance with the EU Ship Recycling Regulation over the next several months. As such, in Q2, we expect to incur approximately $5 million to $6 million of costs relating to the towage and initial milestone payments to the recycling yard, which represents the most part of our remaining cost associated with the unit, with only minimal cost expected to be incurred after Q2. Separately, in April, we entered into a conditional agreement with CNR, whereby the customer will take over our remaining Phase 2 decommissioning responsibilities on the Banff field, which, when finalized, will effectively conclude and eliminate our remaining obligations related to the Banff field after over 20 years of successful operations. This agreement should enable CNR to achieve synergies when combining this with their own existing subsea decommissioning work scopes. regulatory authorities that Teekay has completed all of its obligations in relation to Phase 1 of the decommissioning project. We're currently on track to satisfy these conditions by the end of May. The Foinaven FPSO is now expected to be redelivered to us in the first half of 2022 as a result of BP's recent decision to suspend production on the Foinaven field. As a reminder, the unit has been operating under a bareboat contract at a nominal day rate since we received an upfront cash payment of $67 million in April 2020. Following the redelivery, we expect to green recycle the unit with the associated cost expected to be covered by a fixed contractual lump-sum payment from the customer, which was also part of our new bareboat contract. The redelivery of the Foinaven is happening earlier than what was previously expected. However, this will not have a material economic impact to Teekay since our day rate is only nominal. And, in fact, our cost to recycle the unit may be slightly less in 2022 compared to doing it after many years of additional usage, while the lump sum amount we will receive is the same irrespective of whether it is redelivered in 2022, or say, 2025. As a result of these recent developments, we soon expect to have largely eliminated our remaining exposure to both the Banff and Foinaven FPSOs. Assuming the conditions precedent relating to the Banff decommissioning agreement are met by June 2021, we expect this to result in a material reduction in our net asset retirement obligation or ARO liabilities in the second quarter. We'll provide an update on this in due course. Lastly, the Hummingbird FPSO continues to operate on the Chestnut field under a fixed rate contract with the charterer having the right to terminate the contract with three months prior notice if the field is deemed uneconomic. However, the current level of oil production is stable at approximately 4,000 barrels per day, and oil prices are more than double the level that we experienced at this time one year ago. Meanwhile, the unit continues to generate stable positive cash flow for Teekay. On Slide 5, I will briefly touch on the results and highlights of our daughter companies. Starting with Teekay LNG. The partnership generated adjusted net income of $60 million, or $0.61 per unit, which is slightly better than the prior quarter. We've been experiencing strong counter seasonal demand for LNG carriers since late March with increases in both the spot and time charter LNG shipping markets. Teekay LNG has taken advantage of this improvement by recently securing three new time charters, including one spot market linked contract. The partnership's LNG fleet is now 98% fixed for the remainder of 2021 and 89% fixed for 2022. Lastly, Teekay LNG recently increased its quarterly common unit distribution by 15% to $1.15 per unit per annum. This represents the third consecutive annual double-digit increase to the partnership's common unit distribution. This distribution level, which is supported by a large and diversified portfolio of long-term contracts, enables Teekay LNG to continue delevering its balance sheet, which provides financial flexibility to optimally allocate capital as the global demand for LNG continues to grow while adding $6 million per year to TK parent's free cash flow for a total of $43 million per year in cash distributions from TGP. Lastly, Teekay Tankers recorded an adjusted net loss of $22 million or, $0.65 per share, which is an improvement of $19 million, or $0.56 per share compared to last quarter. Although the near-term outlook is uncertain due to the continued impact of COVID-19, we are seeing positive indicators that point toward an anticipated tanker market recovery, including improvements in the global economy, a continued decline in global oil inventories, an upcoming increase in OPEC+ production and positive tanker fleet supply fundamentals. Teekay Tankers is also maintaining its strong balance sheet with healthy liquidity and low leverage, which enables Teekay Tankers to continue reducing its overall cost of capital by unwinding expensive sale leasebacks and replacing them with lower-cost financings. We're not out of the woods yet, especially in relation to the devastation that India is currently experiencing. But we successfully managed through uniquely challenging circumstances last year, and we're confident that we are taking all measures to manage through the current situation. In addition, we continue to see a strong correlation between global vaccination programs and the increase in oil demand, which we estimate to be approximately 5% lower currently compared to the pre-pandemic levels. As the world recovers from the pandemic, we expect the demand for oil and gas and related transportation services to gradually return to 2019 levels, which we believe will be positive for our core gas and oil shipping businesses and for the Teekay Group overall. With that, operator, we are now available to take questions. ","compname reports qtrly adjusted net income per share $0.11. teekay corp - qtrly adjusted net income attributable to shareholders per share $0.11. " "Before we begin, I'd like to direct all participants to our website at www. I will briefly review our fourth quarter results before I hand the call over to Kenneth. The fourth quarter of 2019 marked a return to profitability for Teekay, as we recorded consolidated adjusted net income of $31 million or $0.31 per share compared to an adjusted net loss of $2 million or $0.02 per share in the same period of the prior year. We also generated total adjusted EBITDA of $324 million, an increase of $113 million or 53% from the same period in the prior year, excluding the contribution from Teekay Offshore which we sold in May of 2019. Our fourth quarter consolidated results were positively impacted by significantly stronger spot tanker rates at Teekay Tankers, the start-up of various growth projects and higher charter rates secured on certain LNG carriers at Teekay LNG, improved results from our directly owned FPSO units and lower G&A expenses across the group. In addition, we narrowed our consolidated adjusted net loss in the fiscal year 2019 to $19 million from $53 million in 2018 and we continue to expect 2020 to be a profitable year. Teekay Parent generated positive adjusted EBITDA of $14 million in the fourth quarter, which includes EBITDA from our directly owned assets and cash distributions from our publicly traded daughter entities. Our results were up compared to the fourth quarter of 2018, mainly as a result of lower interest expense due to bond repurchases over the past year and our bond refinancing completed in May 2019, higher contributions from the Banff and Hummingbird Spirit FPSO units, a 36% increase in TGP's quarterly cash distribution and lower G&A expenses. Overall, we are expecting another strong Q1 -- a strong quarter in Q1. On the balance sheet side, in January 2020, Teekay Parent eliminated $52 million of debt guarantees previously provided to Teekay Tankers as a result of their $533 million refinancing completed during that month and we fully repaid the remaining balance on our 2020 unsecured bond with cash. Turning to Slide 4. When we presented at our Investor Day in November, our key message was that over the past three years we have significantly derisked the Teekay Group and that we expect stronger earnings and continued balance sheet delevering across our businesses. We believe that the derisking of the Teekay Group has set us up to not only weather but actually continue to thrive during market volatility. First, let's start off on the near term. On the gas side we have significant declines in LNG prices in Asia and Europe with Asia reaching levels below $3 per MMBTU, primarily due to the coronavirus outbreak and milder winter weather, which has put pressure on spot LNG shipping rates. On the Tanker side, crude spot tanker rates reached the highest level since 2008 due to positive underlying tanker supply and demand fundamentals, normal winter seasonality, as well as one-off events such as US sanctions on COSCO that removed 26 VLCCs from the trading fleet, floating storage ahead of the implementation of IMO 2020 and the removal of vessels from the global trading fleet to retrofit scrubbers. However, the crude spot tanker market has come under pressure in recent weeks on the back of the coronavirus and the US lifting sanctions on COSCO with the former leading to a downgrade in oil demand by the IEA. Looking ahead, we believe the medium-term fundamentals remain intact with a record year in 2019 for new LNG projects reaching final investment decision that are expected to start up in 2022 onwards, and long-term demand for LNG expected to rise by 4% to 5% per year to 2030, as LNG continues to displace coal. For crude tankers, we see strong underlying supply and demand fundamentals for the crude tanker order book at 20-year lows, measured as a percentage of the existing fleet. Turning to Slide 5. We have provided a graph of our annual total adjusted EBITDA over the past three years that adjusted for our sale of Teekay Offshore has increased by 66% since 2017, primarily underpinned by our stable and growing cash flows from our gas business that have increased by 52% during this time. We expect our total adjusted EBITDA to continue to grow in 2020 with our gas cash flows expected to grow another 10% to 14% in 2020 compared to 2019 and a full year of potentially stronger earnings from our tanker business. Turning to Slide 6, I'll provide a brief update on our three directly owned FPSOs. On the Foinaven FPSO, we are now in advanced stages of discussions with BP for new contracting structure on the unit to address the negative EBITDA that we have incurred on this unit, and we'll provide an update to the market at the appropriate time. The Hummingbird Spirit continues to operate on its contract out to 2023 and the customer continues to execute on its previously announced drilling campaign aimed at extending the production life of the field and we are continuing to pursue a divestment of this asset. On the Banff FPSO, as highlighted at our Investor Day in November, there will likely be no further contract extensions on the existing field as a result of low gas prices, and we're now preparing for the cessation of production on the field and decommissioning commencing in mid-2020, and we're marketing this unit for sale. Our FPSO results improved significantly in the fourth quarter as the units ramped up production, following plant maintenance in the third quarter and the recognition of approximately $8 million in operational tariff revenues from the Foinaven, which is typically recognized in the fourth quarter of each year. Looking ahead to the first quarter, we expect our FPSO cash flows to be lower, mainly due to the annual operational tariff, revenue recognized in the fourth quarter and higher operating expenses in the first quarter relating to the Foinaven. As mentioned earlier, the negative EBITDA is driven all by the Foinaven FPSO which we are in advanced stages of addressing. Consistent with our recent Teekay Group Investor Day, we have decided to change the order of our earnings calls with Teekay Corporation going first, followed by Teekay LNG and then Teekay Tankers. On Slide 7, we have summarized Teekay LNGs recent results and highlights. Teekay LNG Partners report a strong fourth quarter and fiscal 2019 results that were within its guidance, generating total adjusted EBITDA of $184 million and adjusted net income of $50 million or $0.56 per unit, up significantly during the quarter compared to the same period of the prior year as growth projects continued to drive higher earnings and cash flows. We expect these results to continue to grow in 2020 with adjusted earnings per unit expected to be 45% to 73% higher than 2019. Teekay LNG has reached an important milestone with the completion of its growth program, with the delivery of its fifth and sixth 50% ARC7 LNG carrier newbuilding for the Yamal LNG project, which immediately commenced their respective 26-year charter contracts, as well as its 30% owned Bahrain regas terminal completed mechanical construction and commissioning, and began receiving revenues in early January. Also in early January, Awilco LNG fulfilled its obligation to repurchase two of TGP's LNG carriers, resulting in receipt of over $260 million in cash that was used to delever its balance sheet and increased its liquidity by over $100 million. Additionally, Teekay LNG continues to execute on its balanced capital allocation strategy, which includes prioritizing balance sheet delevering for now and second consecutive year of over 30% increase in quarterly cash distributions with a 32% increase commencing in May 2020. As outlined on the graph on the far right, this approach has allowed for significant delevering from a proportionate net debt to total adjusted EBITDA of 9.1 times in 2018 to 6.4 times based on our Q4 '19 annualized results, pro forma for the Awilco transaction that I touched on earlier. This is creating significant equity value for all Teekay LNG unitholders with more to come as Teekay LNG approaches its target leverage of around 4.5 to 5.5 times and which is expected to result in significantly increased financial flexibility. Lastly, since December 2018, TGP has opportunistically repurchased 3.5% of its outstanding common units at an average repurchase price of $12.85 per unit. Turning to Slide 8. Teekay Tankers reported record high adjusted net income in the fourth quarter, generating total adjusted EBITDA of $132 million, up from $62 million in the same period of the prior year and adjusted net income of $83 million, or $2.47 per share, in the fourth quarter, an improvement from $14 million or $0.42 per share in the same period of the prior year. TNK's results were driven by stronger spot tanker rates which reached the highest levels since 2008. This strength continued into the first quarter of 2020 and I'm pleased to report that the tanker rates we have secured so far in Q1 are even higher with 77% of Q1 Suezmax days fixed at $51,700 per day and 63% of Q1 Aframax and LR2 days fixed at $38,600 per day compared to $39,100 and $33,000 per day in the fourth quarter, respectively. Looking ahead, TNK continues to maintain significant operating leverage, as highlighted in the graph on the bottom right hand side of the slide. On an annualized basis, the rates that we achieved in the fourth quarter of 2019 would translate to over $320 million of free cash flow or over $9.50 per share. This is compelling relative to TNK's closing share price yesterday of $12.66 per share and equates to a free cash flow yield of 75%. Turning to Slide 9. In spite of the market volatility, we have continued to execute on our business plan to create intrinsic value across the Teekay Group as laid out on this summary slide. We also continue to focus on further simplification of the group, which includes the ultimate divestment of our three FPSOs, as well as a potential IDR monetization. With that, operator, we are now available to take questions. ","teekay corporation q4 adj earnings per share $0.31 excluding items. q4 adjusted earnings per share $0.31 excluding items. " "Before we begin, I would like to direct all participants to our website at www. Before I hand the call over to Kenneth, I will briefly review our financial results. In the fourth quarter, we reported a consolidated adjusted profit of $8 million or $0.08 per share, up from 95,000 in the prior quarter. We also generated total adjusted EBITDA of 182 million, up from 165 million in the previous quarter. Our Q4 results were stronger mainly due to a modest improvement in spot tanker rates. In fiscal year 2021, we reported a consolidated adjusted net profit of $20 million or $0.19 per share, compared to 83 million or $0.82 per share in the prior year, and generated total adjusted EBITDA of 721 million, compared to 1.1 billion in the prior year. This decrease primarily reflects the exceptionally strong tanker market in the first half of 2020. Please note that our consolidated net income and total adjusted EBITDA results for Q4 and fiscal 2021 include Teekay LNG, even though Teekay LNG's results are presented as discontinued operations in our financial statements. On January 13 of this year we successfully completed the sale of all of our interest in Teekay LNG to Stonepeak, bringing in gross cash proceeds of approximately 641 million to Teekay Parent. Upon closing the sale, we expeditiously eliminated approximately 330 million of high-cost debt ranging between 5% and 9.25%. Teekay Parent is now largely debt free with a net cash position of over 300 million. Looking ahead to Q1, we expect our consolidated results to be lower as a result of the sale of our interest in Teekay LNG in mid-January 2022, partially offset by significantly lower interest expense due to Teekay Parent now being largely debt free. Turning to Slide 4, I will comment on the steps we have taken the past year to position Teekay for the future. We expanded our asset light marine services business in Australia through a new strategic long-term contract with the Australian Government Department of Defense in September last year. We've had a presence in Australia since 1997 and we are now providing services for nine Australian government vessels, which provides a solid and profitable foundation to further grow this business. We continue to wind down our FPSO business, starting with the balance of the decommissioning of the unit is now completed and we are nearing completion of the recycling of the unit in Europe. We're now planning for the decommissioning of our remaining two FPSOs, we received the formal notifications from our customers and expect the contracts to end of -- on the Hummingbird and Foinaven in May and August 2022, respectively. Hummingbird's decommissioning process is well advanced and relatively straightforward. The Foinaven decommissioning and recycling cost is expected to be largely covered by contractual payment from the customer. As Vince mentioned earlier, we completed the sale of all our interest in Teekay LNG to Stonepeak with Teekay Parent realizing total shareholder return of 203% and an annual IRR of 12.5% since TGP's IPO in 2005. Since announcing the TGP Stonepeak merger in early October last year, the team has been working very hard on separating TGP from the rest of the Teekay group and setting up both companies for future success. We have now transitioned all the gas employees to TGP, which is being rebranded as CP, and we expect the remaining restructuring and transition activities to be completed throughout 2022. Lastly, we have now transformed our balance sheet and are now largely debt free with a net cash position of over $300 million. Turning to Slide 5. We look at Teekays current portfolio. As mentioned on the previous slide, we have a number of transition activities that will continue throughout 2022 as we are evolving both our organization structure and our business mix. We're excited about the opportunities to create shareholder value with a lean organizational structure and stronger balance sheet. Starting with our position in our publicly traded daughter subsidiary Teekay Tankers, which is a well-established platform that provides significant and diversified exposure to tanker market recovery. We have recently opportunistically invested $10 million of our cash balance to further build our position in TNK, acquiring shares in the open market at an average price of $11.03 per share. With these purchases we now have an economic ownership of over 31% and voting control of over 55% in TNK. Based on TNK's closing price yesterday, our current position is valued at $125 million or $1.23 per Teekay Corp share. Next is our marine services for the Australian government, which is a specialized asset light niche business with a strong counterparty. This long-term contract business currently contributes as stable annual profit of 5 to $6 million with potential for future growth. And this is one example where we're able to leverage our operating platform to enhance our profitability with minimal invested capital. Lastly, as mentioned earlier, our net cash position is over $300 million equal to over $3 per Teekay Corp share, and we can't stress enough the importance of having financial strength and flexibility as a critical ingredient to achieving higher returns and allowing us to be opportunistic and counter-cyclical. Looking ahead, we stand to benefit from the strong operating franchise and capabilities developed over our nearly 50-year history combined with our renewed financial flexibility. As the world pushes for greater energy diversification and a lower environmental footprint, we expect to see investment opportunities in both the broader shipping sector and potentially new and adjacent markets. We believe that Teekay is well positioned to patiently and selectively pursue a range of attractive future investment alternatives that leverage our core competencies, relationships, and institutional knowledge to create long-term shareholder value. Please refer back to our earnings conference call last quarter where we provided some comments on future opportunities, including the broader shipping sector and participation in the global energy transition. On a quarterly basis TNK provides a detailed outlook on the tanker market along with various operational and financial updates. At this time, we believe it will be duplicative for Teekay Corp to also have quarterly earnings calls. However, our investor conference calls won't be on a schedule quarterly basis, but instead they will be more event driven as we enter into new investments in the future. Although our investor conference calls would be more ad hoc going forward, we fully intend to maintain transparency and want to continue to have frequent dialog with investors. So please reach out to our investor relations group. With that, operator, we are now available to take questions. ","q4 adjusted earnings per share $0.08 per share. " "I'm William Prate, Senior Director of Global Financial Planning and Analysis and Investor Relations. Dave will brief you on our operations and enterprise strategy, and Fay will cover the financials. After their remarks, we will open the call to questions. The risks and uncertainties are described in today's news release and the documents we filed with the Securities and Exchange Commission. We encourage you to review those, particularly our Safe Harbor statement, for a description of the risks and uncertainties that may affect our results. Additionally, on this conference call, we will discuss non-GAAP measures that include or exclude certain items. Our third quarter results reflect the returns of pre-pandemic demand across the majority of our geographic markets and verticals. Our comprehensive and innovative product offerings are resonating with customers during this broad-based market recovery, and we expect this demand environment to continue for the foreseeable future. While we are certainly encouraged by these positive trends, our financial performance continued to be impacted by the unexpected and prolonged global supply disruptions, inflation and labor constraints that have affected virtually every industry and geographic markets. The increased demand for our products combined with the effect of macro level constraints on our production capabilities contributed to a record order backlog that varies by product category or region and is now 3 to 5 times our historical averages. In response, we've taken actions wherever possible to minimize the impact on our operations. Our plants continue to remain open and operate due to the significant efforts by our global teams to maximize output and to safeguard our customers' experience. While we expect that these macro headwinds will continue well into 2022, we remain confident in our ability to drive long-term sustainable growth and improve our operational efficiencies to generate long-term value for our shareholders. We are doing so not only through short-term mitigation actions, but also to the changes we've made and continue to make as part of our enterprise strategy. To minimize the impact of higher freight costs and related supply disruptions, we continue to prioritize local-for-local and region-for-region manufacturing and sourcing to allow us to manufacture our products closer to our customers. As an example, we are making the necessary investments to add production of our T16 line to our China plants mid next year. The T16 is a highly maneuverable battery-operated ride-on scrubber that has proven to be very popular with our customers within the APAC region. By adding production to the local market, we can help minimize freight costs, improve lead times and better leverage our global production capacity. We have continued to make capital investments to drive greater efficiency and capacity in all of our plants. As just one example, we have invested in the new lays in our Minneapolis plant that will improve production flow, reduce the amount of labor spent machining parts and will allow us to in-source items that we would have otherwise purchased from vendors. New tooling, specifically tooling related to our rotational molding machines, is another example of how we are investing in our business to support our local-for-local initiatives. This lets us manufacture key components at the point of assembly, meaning, we can avoid situations where we manufacture in one location before shipping to a second location for final assembly. These actions help avoid unnecessary shipping delays, freight costs, added time to manufacture and inventory carrying costs. While our teams are taking every opportunity to find creative solutions to address the current supply chain environment, each day brings new challenges in terms of parts availability. Right now, the lack of availability of hydraulic pumps, chips and other electronic components, which are critical parts within our machines, are main drivers of our increased backlog and are directly affecting our ability to deliver on our full year potential. However, we will continue to control everything we can control and work diligently to capitalize on the strong demand environment. An important component of our enterprise strategy is a long-term move toward platform design. In the current environment, our engineering teams are taking a balanced approach to this initiative as they weigh the long-term benefits of platform design with the near-term need to adjust our designs to allow for available parts and to increase our sourcing flexibility. Of course, our commitment to quality and safety and meeting the needs of our customers will not waiver. Regarding labor shortage, specifically in manufacturing, we are staying competitive with wages and are making every effort to attract new talent by providing a safe, rewarding and fulfilling work environment. We are also supplementing and strengthening our talent acquisition teams by partnering with third-party vendors to assist with our employment outreach through targeted marketing campaigns and professionally staged hiring events. We are encouraged by these actions which are having a positive effect on our recruiting and helping to mitigate the ongoing labor challenges. As Fay will discuss, while our revised full year guidance reflects what continues to be a challenging operating environment, our team remains committed to meeting the needs of our customers and executing against our enterprise strategy to deliver on our long-term financial commitments. In particular, we continue to innovate for profitable growth, which is the third pillar of our enterprise strategy. Over the past year, we've announced the introduction of new products to help address the evolving needs of our customers. Earlier this year, we introduced new mid-tier products, which leverage our IPC product portfolio, to meet the needs of a broader segment of customers by offering a wider range of performance and price points. Our mid-tier products have been well received by our customers and distributors. While they leverage the same IPC platform, these Tennant-branded products benefit from the broader customer experience associated with the Tennant brand, including the full ecosystem of application expertise, technological innovations and best-in-class sales and service support. During the past year, we've also introduced two key new products to our AMR portfolio, including the T380AMR and the T16AMR. Together with the T7AMR, these products have created a comprehensive robotic portfolio to meet all of our customers' needs. With the addition of these new products, we have been able to strategically enter new verticals outside of just retail, including manufacturing, logistics and warehousing and education, among others. Our AMR portfolio continues to be well received by an expanding number of customers, and we look forward to updating you on a number of other AMR innovations as they materialize. The one strategic pillar I haven't yet touched on is winning where we have a competitive advantage. For example, we recently launched a value realization exercise in Australia building on our successful North American execution back in 2019 where we assessed all of our strategic accounts and distributor partners. In Australia, this allowed us to realign over 40% of our strategic account customers and 80% of our distributor partnerships, ensuring that we have an optimized channel structure in place to serve this highly competitive market. By adjusting our customer segmentation appropriately, we can better adjust lead times, pricing and sales support across our customer base. In doing so, we are aligning the customer experience with our profitability goals. Moreover, we are relentlessly focused on providing our customers with high quality products and exceptional service as we execute on our enterprise strategy. With that goal in mind, we will continue to take decisive and appropriate actions to maintain our customer experience, while remaining focused on our business objectives. For the third quarter of 2021, Tennant reported net sales of $272 million, an increase of 3.9% over the prior year, which included a favorable foreign currency effect of 1.2% and a divestiture impact of negative 2% related to the sale of our Coatings business in the first quarter of 2021. Organic sales, which exclude the impact of these currency effects and divestitures, increased 4.7%. As Dave mentioned, our revenue results were tempered by the continued global supply chain disruptions and labor constraints, with North America being the most affected. Tennant groups its sales into three geographies. The Americas, which include all of North America and Latin America. EMEA, which covers Europe, the Middle East and Africa. And Asia Pacific, which includes China, Japan, Australia and other Asian market. In the third quarter, sales in the Americas decreased 0.6% year-over-year, which included a negative divestiture impact of 3.1%, organic growth of 2% and a favorable foreign exchange effect of 0.5%. Strong customer demand in Brazil and Mexico drove a year-over-year increase in sales in Latin America. North America delivered modest organic growth as compared to the prior year, due to the previously mentioned supply chain and labor challenges as well as the lapping of the significant AMR order in the prior year. Additionally, the current year period benefited from an increase in our service, parts and consumables businesses. Sales in EMEA increased 16.1% or 14% organically, including a favorable foreign exchange effect of 2.1%. The results which were impacted by global supply chain challenges reflected growth across all countries and product categories in the region as demand returned to pre-pandemic levels. Sales in APAC decreased 0.4% or 2.9% on an organic basis and included a positive foreign exchange effect of 2.7% and a negative revenue impact of 0.2% related to the sale of the Coatings business. The sales decline was partially attributed to pandemic-related lockdowns in some regional markets during the third quarter of 2021. Supply chain disruptions and labor constraints impacting North America plants that supply APAC also limited our ability to meet orders across the region with the largest impact experienced in China and Japan. Even so, the region experienced strong results for parts and consumables and service with strength in the Australian market across all product categories. Reported and adjusted gross margin in the third quarter were both 40.1% compared to a reported gross margin of 39.6% and adjusted gross margin of 39.8% in this year ago period. Although the comparison to the prior year was favorable, the year ago period was unfavorably impacted by certain strategic investments and pandemic-related productivity challenges. As we highlighted during our last conference call, our third quarter adjusted gross margin was lower than the adjusted gross margin in the first half of 2021. This decrease was primarily due to increased material and freight costs and productivity challenges caused by parts availability. As for expenses, during the third quarter, our adjusted S&A expenses were 28.3% of net sales compared to 29.3% in the year ago period. The year-over-year improvement in leverage was a direct result of the cost saving actions as well as the adjustment of management incentives in Q3 of 2021 to better reflect current expectations. Net income in the third quarter was $21.5 million or $1.14 per diluted share compared to $11.7 million or $0.63 per diluted share in the year ago period. Adjusted diluted EPS, which exclude non-operational items and amortization expense was $1.33 per share compared to $0.90 per share in the year ago period. The increase year-over-year was primarily driven by lower interest expense and increased business performance. Adjusted EBITDA in the third quarter increased to $36 million or 13.2% of sales compared to $32.6 million or 12.4% of sales in Q3 of last year. The year-over-year improvement was driven primarily by increased revenues based on strong demand as we continue to lap the pandemic-related slowdown of 2020 as well as improved gross margins and an adjustment of management incentives previously mentioned. As for our tax rate, in the third quarter, Tennant had an adjusted effective tax rate excluding non-recurring expenses of 3.8% compared to 11.3% for the third quarter of 2020. The decrease in the effective tax rate was driven primarily by a tax benefit resulting from an election to step-up the tax basis of certain assets in Italy. Turning to cash flow and balance sheet items. Our long-term capital allocation strategy is to first fund operations and investment in growth, appropriately managed leverage, pursue strategic and accretive M&A and then to return excess free cash flow over time to shareholders through dividends and share repurchases. We ended the quarter with $140.6 million in cash and cash equivalents and our net leverage of 0.93 times adjusted EBITDA is lower than our stated goal of 1.5 to 2.5 times. Cash flow from operations was strong with $25.1 million generated in the third quarter and $62.9 million generated on a year-to-date basis. Additionally, capex is approximately $12 million for the first nine months of the year. Our strong free cash flow generation allowed us to return capital to shareholders through the following actions. First, and as previously announced, Tennant's Board of Directors has authorized a 9% increase in the company's quarterly cash dividend to $0.25 per share. The increased dividend is payable on December 15, 2021 to shareholders of record at the close of business on November 30, 2021, marking the 50th consecutive year that the company has increased its annual cash dividend. Secondly, during the third quarter, Tennant repurchased approximately 102,000 shares of its common stock for $7.5 million under its existing share repurchase program. The increase in the dividend and our share repurchase activities are aligned with our long-term capital allocation priorities and display continued confidence in our ongoing business performance and future cash flow generation. Lastly, turning to guidance. As included in today's earnings announcement, Tennant adjust its full year guidance for 2021 as follows. Net sales of $1.09 billion to $1.1 billion, reflecting organic sales growth of 9% to 10%. Full year reported GAAP earnings in the range of $3.50 to $3.70 per diluted share. Adjusted earnings per share of $4.20 to $4.40 per diluted share. Adjusted EBITDA of $137 million to $142 million. Capital expenditures of approximately $20 million. And an adjusted effective tax rate of approximately 15%. The challenges we're facing with global supply chain and labor shortages are not unique to Tennant and are likely to remain for the foreseeable future. These challenges did have a direct impact on our Q3 results and our ability to meet our full potential in 2021. However, we are encouraged by the strong response to our innovative suite of products and the market recovery that is now at pre-pandemic levels of demand. Our continued execution of our enterprise strategy has enabled us to better navigate to continued macro challenges facing the overall economy. But more importantly, the strategic actions we've taken over the past couple of years will ultimately drive long-term growth and profitability and enhance shareholder value. We will now open the call to questions. ","q3 adjusted earnings per share $1.33. q3 earnings per share $1.14. sees fy gaap earnings per share $3.50 to $3.70. q3 sales rose 4.7 percent to $272 million. " "All of these materials can be found on our website at travelers.com under the Investors section. Speaking today will be Alan Schnitzer, Chairman and CEO; Dan Frey, Chief Financial Officer; and our three segment Presidents; Greg Toczydlowskias of Business Insurance; Jeff Klenk of Bond & Specialty Insurance; and Michael Klein of Personal Insurance. They will discuss the financial results of our business and the current market environment. Also in our remarks or responses to questions, we may mention some non-GAAP financial measures. We're pleased to report strong top and bottom-line results for the quarter and the first nine months of the year, including very strong underlying underwriting profitability and healthy top line growth. Core income year-to-date of $2.2 billion is about $800 million higher year-over-year, generating core return on equity of 11.6%. Core income for the quarter was $655 million or $2.60 per diluted share, generating core return on equity of 10.1% despite a high level of catastrophe losses. Our cat losses were well below our market share and well above the prior-year quarter and the tenure average for the quarter. Underlying underwriting income of $632 million pre-tax was 6% higher than in the prior-year quarter, driven by record net earned premiums of $7.8 billion and a very strong underlying combined ratio of 91.4%. We're particularly pleased with the continued strong underlying fundamentals in our commercial businesses. The underlying combined ratio improved by almost 4 points in Business Insurance and more than 5 points in Bond & Specialty Insurance. As you'll hear in a few minutes from Michael, underlying results in Personal Insurance were impacted by auto frequency returning to pre-pandemic levels and elevated severity in both auto and property due to higher costs for labor, materials. Our consolidated results demonstrate the value of having a diversified group of businesses. Turning to investments, our high quality investment portfolio generated net investment income of $645 million after-tax, reflecting reliable performance in our fixed income portfolio and very strong returns in our non-fixed income portfolio. These results together with our strong balance sheet and cash flow enable us to grow adjusted book value per share by 10% over the past year after making important investments for the future and returning significant excess capital to our shareholders. During the quarter, we returned $821 million of excess capital to shareholders, including $601 million of share repurchases. Turning to the top line, net-written premiums grew 7% to a record $8.3 billion. Each of our three segments again contributed meaningfully to the top line growth. In Business Insurance, net-written premiums grew by 5% with renewal premium change of 9.9%, up more than 200 basis points year-over-year, a near all-time high. Renewal premium change was driven by continued strong renewal rate change and higher exposure growth. Importantly, at the same time, retention was also higher. Our ability to continue to drive price change at historical highs while increasing retention reflects excellent marketplace execution and the stability of the pricing environment. In Bond & Specialty Insurance, net-written premiums increased by 19%, driven by record renewal premium change of 13.6% in our Management Liability business and continued strong retention. We're also pleased to report strong production in our Surety business. In our Commercial businesses, written pricing continues to outpace estimated loss trend, which will continue to benefit margins as it earns in. Given social and other inflation, the frequency and severity of weather-related loss activity and the low interest rate environment, we expect the pricing environment to remain strong. In Personal Insurance, net-written premiums increased by 7%. Policies in force in both auto and homeowners were at record levels, driven by continued strong retention and growth in new business. Before I wrap up on results, I'd like to spend a minute discussing how our leading data and analytics and risk expertise contributed to our relatively favorable loss experience with Hurricane Ida. As I shared in our first quarter earnings call, our share of the industry's property cat losses over the past five years have been meaningfully lower than our corresponding market share, and while there is always the potential for us to have outsized exposure to an event, it was no accident that we again outperformed in Hurricane Ida. Our medium underwriting expertise supported by cutting edge data analytics are key to an effective assessment of risk and reward. For us third-party models are starting point for our more advanced proprietary cat modeling. At the portfolio level, the insights from our models warned us away from the coast where Ida made landfall, given the impediments to achieving an appropriate risk-adjusted return. In the other states among Ida's path, we effectively managed risk selection, pricing and other terms and conditions, sophisticated data and analytics at the fingertips of our frontline underwriters. These include robust flood risk scoring, location intelligence down to the parcel level, Hill dashboards and output from our risk control engineers. Within Personal Insurance, we continue to see the benefits from our highly segmented Quantum Home 2.0 product, which has now rolled out in more than 40 states. In the Northeast, extreme rainfall from Ida resulted in significant claim activity for the industry, including from water and drainage back up, which is a coverage we provide in our QH 2.0 product. The model underneath the product leverages data and analytics to underwrite a price tag coverage on a very granular basis. In addition to underwriting, data and analytics are increasingly informing our claims handling strategies. For example, our AI-assisted claim damage detection model was a key part of our Ida claim response. This model uses AI and high-resolution aerial imagery to detect the extent of damage to individual properties as soon as a day after an event. Within two days of impact, we were collecting and analyzing aerial imagery of customer properties along Ida's path as it moved across 20 states. This enabled us to remotely identify which of our customers properties had sustained exterior damage and effectively organize our claim response. In some cases, we can use this technology to adjust and pay total losses before the customer has even been able to return to their home. We also utilized other virtual capabilities in our Ida response, such as image share and live video capture, on a majority of claims with interior damage. These leading edge capabilities, enhanced the claim experience for our customers by cutting significant time out of the claim process, expediting an accurate loss assessment and in many cases, eliminating the need for physical inspection. Again, with Ida, we successfully closed 90% of all homeowners plans within 30 days. All of this also results in a more efficient outcome for our shareholders. As strategic as the data and analytics are, maybe even more important is the culture that brings it all together. Our collaborative approach to developing a holistic, 360-degree view of risk, incorporating underwriting, claims, actuarial risk-control, legal and regulatory inputs is an important differentiating factor in effectively managing risk and reward. That culture is decades in the making and very hard to replicate. As I shared last quarter, Jeff is a 22-year veteran at Travelers most recently as a member of Tom Kunkel leadership team and head of our Management Liability business. Jeff succeeded Tom, following his retirement last month. We're fortunate to have Jeff in the role and you will hear from him in a few minutes. To sum it up, we're pleased with our results for the quarter and year-to-date. Our significant and hard to replicate competitive advantages position us very well and continued to deliver meaningful shareholder value over time. Core income for the third quarter was $655 million compared to $798 million in the prior-year quarter. For the quarter, core return on equity was 10.1% and on a year-to-date basis, core ROE was 11.6%. The decline in core income was driven by prior-year reserve development and catastrophe losses. Recall that last year's PYD benefited by approximately $400 million of subrogation recoveries from PG&E. Those unfavorable year-over-year comparisons were partially offset by increased investment income and a higher level of underlying underwriting income. Underlying underwriting income increased 6% to $632 million pre-tax, reflecting a higher level of earned premium in all three segments and a strong underlying combined ratio of 91.4%. Improvements in the underlying combined ratio in both Business Insurance and Bond & Specialty were offset by an increase in the underlying combined ratio in Personal Insurance. Business Insurance and Bond & Specialty results both reflected the benefit of our pricing efforts, as earned price continues to exceed loss trend. We expected a higher underlying combined ratio in Personal Insurance given that last year's quarter benefited from unusually low auto losses related to the pandemic. As Alan mentioned, the underlying combined ratio in PI was further impacted by higher severity in both the auto and homeowners products. Greg, Jeff and Michael will provide more detail on each segment results in a few minutes. On a consolidated basis, the underlying loss ratio for the quarter improved slightly to 62% compared with last year's 62.2%. The expense ratio of 29.4% was in line with the prior-year quarter and in line with our expectations. We've improved the expense ratio by more than 2 points from where we were five years ago. Having added roughly $7 billion to our annual net-written premiums over that period, while maintaining a focus on productivity and efficiency, all while adding significantly to the level of strategic investment we're making to ensure our future success. Before turning to catastrophe losses, I wanted to point out that within our underlying combined ratio, non-cat weather was higher than we would have assumed for the quarter, although lower than the unusually high levels we experienced in last year's third quarter. Our third quarter cat losses were $501 million pre-tax compared to $397 million a year ago. Remember that in last year's third quarter, we had a full recovery under the property aggregate catastrophe XOL treaty. In this year's third quarter, we recognized a partial recovery of $95 million from the treaty, $83 million benefiting the cat line with $43 million in Business Insurance and $39 million in Personal Insurance and $12 million benefiting our underlying results with $3 million in Business Insurance and $9 million in Personal Insurance. That leaves us with $255 million of potential recovery in the fourth quarter, depending on the level of qualifying losses we actually experienced. In terms of the level of cat losses relative to our assumptions, third quarter cats were elevated compared to what we would have assumed for a typical third quarter. Although our losses from Hurricane Ida are well below our relative market share, the sheer size of Ida on top of the other cat losses in the quarter resulted in overall cat losses that were higher than our assumption. Turning to prior-year reserve development. In Personal Insurance, $30 million of pre-tax net favorable PYD resulted from better-than-expected experience from recent years in the property line. In Bond & Specialty Insurance, $22 million of pre-tax net favorable PYD was driven by favorable loss experience in the surety product line for recent accident years. In Business Insurance, net unfavorable PYD was $108 million pre-tax. Our annual asbestos review resulted in a charge of $225 million as the level of claim activity did not decline as much as we had assumed in our previous estimate. Excluding asbestos charge, Business Insurance had net favorable prior-year reserve development of $117 million, driven primarily by better-than-expected loss experience in workers' comp across multiple accident years. Net investment income improved to $645 million after-tax this quarter. Our non-fixed income portfolio delivered another strong results contributing $224 million after-tax. Consistent with our expectations, fixed income returns were down slightly from the prior-year quarter as the benefit from higher levels of invested assets was more than offset by a decline in yields. For the fourth quarter of 2021, we expect NII from the fixed income portfolio, including earnings from short-term securities of between $425 million and $435 million after-tax. For 2022, we expect that figure to be between $420 million and $430 million per quarter. Turning to capital management. Operating cash flow for the quarter of $2.5 billion was an all-time record. All our capital ratios were at or better than target levels and we ended the quarter with holding company liquidity of approximately $2 billion. The market value of the bonds in our fixed income portfolio declined as U.S. treasury yields increased and credit spreads widened during the quarter, and accordingly our after-tax net unrealized investment gain decreased from $3.2 billion as of June 30 to $2.7 billion at September 30. Adjusted book value per share, which excludes net unrealized investment gains and losses was $104.77 at quarter-end, up 5% since year-end and up 10% since September 30 last year. We returned $821 million of capital to our shareholders during the third quarter with $220 million of dividends and $601 million in share repurchases. Overall a very good quarter performance with healthy top line growth, strong and improved underlying margins in our commercial businesses, excellent cash flows and a terrifically strong balance sheet. Business Insurance had another great quarter with strong financial results and terrific execution in the marketplace. Segment income was $558 million for the quarter, up more than 50% from the prior-year quarter. The improved year-over-year result was driven by higher underlying underwriting income, prior-year reserve development and higher net investment income, partially offset by higher catastrophe losses. We're once again particularly pleased with the underlying combined ratio of 90.2%, which improved by 3.8 points from the third quarter of 2020, primarily attributable to three things. First, about 2 points of the improvement resulted from earned pricing that continued to exceed loss cost trends; the other nearly 2 points resulted from a combination of a favorable impact associated with the pandemic and a lower level of property losses. Turning to the top line, net-written premiums were up 5%, benefiting from strong renewal rate and exposure levels as well as high retention. As for domestic production, renewal premium change was once again historically high at 9.9%, while retention increased to an exceptional 85%. The 9.9% renewal premium change was up more than 2 points from the third quarter of last year with strong renewal rate change of 6.3% and continued improvement in our customers' exposure growth. In addition to our granular price execution, we've also focused on careful management of deductibles, attachment points, limits, sub-limits and exclusions which can also contribute to an increase in the price per unit of risk. New business was down from the prior-year quarter as we continue to be thoughtful about balancing risk and reward for new business in the marketplace. As for the individual businesses, in select, renewal premium change was a strong 9.7%, while retention improved from recent periods to 82%. Underneath RPC renewal rate change was 4.1%, up well over a point from the third quarter of 2020. We're also encouraged with the improving exposure which was up about 3 points as the economy continues to reopen. New business was up a bit from the prior-year, driven by the continued success of our new BOP 2.0 product, which is now live in 39 states. In middle-market, renewal premium change of 9.5% and retention of 88% were both historically high. Renewal rate change of 6.2% remained strong. As always, we remain disciplined around risk selection and underwriting. To sum up, Business Insurance had another terrific quarter. We're pleased with our execution in further improving the underlying margins in the BOP and we continue to invest in the business for long-term profitable growth. I'm very pleased to be here. We've built an industry-leading surety and management liability franchise and we look forward to continuing to perform, innovate and transform to profitably grow these businesses into the future. Turning to the results, Bond & Specialty delivered excellent returns and growth in the quarter. Segment income was $174 million, up about 50% compared to the prior-year quarter, driven by the impact of higher net earned premium, a significantly improved underlying underwriting margin and favorable prior-year reserve development. The underlying combined ratio of 83.4% improved by 5.5 points from the prior-year quarter, reflecting lower pandemic-related loss activity, earned pricing that exceeded loss cost trends and a lower expense ratio. Turning to the top line, net-written premiums grew an exceptional 19% in the quarter with strong contributions from all our businesses. In domestic management liability, renewal premium change was a record 13.6%, driven by record renewal rate change. Retention remained strong at 86% consistent with recent quarters, but down a few points year-over-year as we continue to non-renew cyber policies for accounts that don't meet our updated minimum requirements for cyber hygiene. Notably, research indicates that implementing affordable cyber risk mitigation controls such as multi-factor authentication should prevent the vast majority of rents [indecipherable] tax. Domestic surety also posted strong growth relative to the pandemic-impacted prior-year quarter. In addition, our international business has again posted excellent growth including strong management liability retention and rate. So both top and bottom-line results for Bond & Specialty were terrific this quarter, demonstrating our thoughtful approach and strong execution across our businesses. In Personal Insurance, bottom-line results were impacted by weather, our return to pre-pandemic claim frequency in auto and higher loss severity impacting both auto and home results. Segment income declined by $394 million than the prior-year quarter. $262 million of that decline is attributable to lower favorable prior-year reserve development as the prior-year quarter benefited from the PG&E settlement Dan referenced. The remaining unfavorable variance was primarily driven by lower underlying underwriting results. Our underlying combined ratio increased by 6.5 points to 95.2%. We were pleased to see our top line momentum continue in the quarter, with net-written premiums up 7%. Automobile underwriting results reflected higher loss levels for the quarter. The combined ratio was 100% and included 3.4 points of catastrophe losses, mostly from Hurricane Ida. The underlying combined ratio was 97%, up approximately 15 points from the prior-year quarter which reflected unusually low loss activity due to the pandemic. The underlying combined ratio increased mainly due to claim frequency effectively returning to pre-pandemic levels in line with the trend we referenced in our prior quarter call. To a lesser degree higher loss severity impacted the combined ratio as well as the vehicle replacement and repair costs remained at elevated levels. We believe these profitability challenges are environmental and in response we are executing on our plans to file rate increases in about 40 states over the next three quarters. As we indicated last quarter, it will take time for future rate actions to earn into results but we do expect to have higher rates in market in several states by year-end. In Homeowners and other, the third quarter combined ratio increased by 16 points from the prior-year quarter to 109.3%, driven by a 24 point reduction in net favorable prior-year reserve development primarily related to the PG&E recovery from last year. The combined ratio included 17.6 points of catastrophe losses, mostly from Hurricane Ida. Homeowner's catastrophe losses were 4.7 points below a very active prior-year quarter. The underlying combined ratio was 93.3%, an improvement of 3.5 points over the prior-year quarter, which experienced a very high level of loss activities. That said, the underlying combined ratio was above our expectations, reflecting elevated non-catastrophe weather and non-weather loss activity, both of which included higher severity related to a combination of labor and materials price increases. Again, we believe these trends are environmental and we continue to seek price increases in response. Before I shift to discussing production, I'll remind you that looking ahead to the fourth quarter, there tends to be a good amount of seasonality in our combined ratio results by line of business, with the fourth quarter auto losses typically higher and fourth quarter homeowners losses typically lower than their annual average levels. Turning to production, we were very pleased to deliver another strong quarter in both auto and home. Automobile policies in force grew 5% to a record level, driven by strong retention at 85% and continued growth in new business which increased by 8%. Renewal premium change was essentially flat reflecting the continued impact of the rate increases we filed in response to the pandemic. Domestic homeowners and other delivered another excellent quarter with policies in force up 7% also to a record level, driven by retention of 85% and new business growth of 5%. Renewal premium change increased to 8.8%. In the quarter, we continued to deliver solutions that meet customers where they are, give them what they need and serve them how they want. A couple of highlights from the quarter include: our new digital self-inspection process for property customers which improves their onboarding experience and provides valuable information to our underwriters; and IntelliDrive, our proprietary Auto Telematics offering which now had distracted driving as a rating variable in 40 U.S. markets in Ontario, Canada providing valuable feedback to drivers and continuing to advance our sophisticated pricing segmentation in automobile. We will continue to invest in new capabilities like these for our customers and distribution partners. Despite a challenging third quarter on the bottom line, we remain pleased with our overall performance and we are well-positioned to profitably grow our business over time. ","compname reports q3 core earnings per share $2.60. oct 19 (reuters) - :travelers companies inc - ‍​qtrly core earnings per share $2.60; qtrly earnings per share $2.62. travelers companies inc - ‍​​qtrly total revenue $8.81 billion, up 6%. travelers companies inc - ‍​​qtrly net written premiums $8.32 billion, up 7%. travelers companies inc - ‍​​qtrly catastrophe losses of $501 million pre-tax versus $397 million pre-tax. travelers companies inc - ‍​​qtrly net investment income of $771 million pre-tax ($645 million after-tax), up 15%. travelers companies inc - ‍​​qtrly catastrophe losses primarily resulted from hurricane ida and severe storms in several regions of u.s.. travelers companies inc - ‍​​quarter-end book value per share of $115.74, up 5% from september 30, 2020. " "On the call today are Donnie King, President and Chief Executive Officer; and Stewart Glendinning, EVP and Chief Financial Officer. As many of you know, I've been a Tyson team member for close to four decades. And in that time, I've led every business segment. We've always believed in our mission and the vision of John W. Tyson, who founded this Company nearly a century ago because he wanted to find a better way to feed a growing country. Today, on my first earnings call as CEO, I am incredibly proud to stand alongside our team members to continue that legacy. It's an interesting time to be in this industry and we have a leadership team that together can capitalize on the strengths of this Company and the opportunities ahead. Let's begin with the view of our overall performance this quarter. First, our retail performance. 12 consecutive quarters of retail share gains in our core business lines is driven by strength of our brands, along with solid execution from our team. We are in a market that has demonstrated strong demand for protein and people are reaching most for brands they trust. Our $1 billion brands Tyson, Jimmy Dean and Hillshire Farms have driven strong share growth with consumers buying more than ever before. Second, we saw in the third quarter growing volume in foodservice channel, as reopening and recovery continue. We saw an uptick from outlets nationwide reflected in our sales, which we were up $1.3 billion for the quarter. Our broad production and distribution network is well positioned to meet this growing demand. Third, the diversity of our portfolio demonstrated its value during the quarter, led by Beef, we delivered an exceptional result as the strong US and export demand, coupled with ample cattle supply, supported elevated margins in that business. Fourth, we continue to build financial strength. This quarter, we used higher operating cash flow to reduce debt. The steps we've taken positioned us with a very strong balance sheet and high levels of liquidity. And finally, we are investing in future growth across our portfolio. We're in the process of bringing 12 new plants online globally to address capacity constraints and growing demand. In all, Tyson delivered a strong quarter. As we look to the future, we want to build on these strengths. Let's look at how we plan to do that. First, we have built a solid footing to drive consistent results. Our strength include a diverse portfolio, well-known trusted brand, scale in meaningful markets and an exceptionally strong balance sheet. Second, labor is our number one challenge. So, we have continued our focus on improving our team member experience, without compromising their health and safety. We are accelerating efforts to make Tyson the most sought-after place to work because we know how important team members are to our business. One of the way that we're doing this is to accelerate our investments in automation and technology. This not only helps us to eliminate more difficult, hard-to-fill task, but also reskill our labor profile to enable their contribution to more value-added activities. Third, we are actively working to recover volume from pandemic lows. And in doing so, improve the reliability we offer our customers. Dynamic and evolving channel demand continues to create operational complexities. We took steps earlier this year to make our organization more responsive to demand signals and to accelerate our speed to market by getting our sales teams closer to their customers. There is more to do, however, and so our work here continues. Fourth, our focus on operational excellence and disciplined cost management is especially important during periods of continued market volatility and increasing inflationary pressures. As you will hear today, we continue to be laser focused in making progress in restoring the competitiveness of our Chicken segment. We are also accelerating actions across our enterprise to become more operationally excellent. Finally, we will continue to optimize our balance sheet, which will give us optionality as we prioritize the delivery of shareholder value. Turning to Slide 5. We improved our sales and earnings performance this quarter. The results demonstrate the benefit of our multi-protein, multi-channel portfolio. Sales improved 25% in third quarter and 8% year-to-date, reflecting improved volumes, which were up 10% for the quarter and flat year-to-date. It also reflects effective pricing strategies in all of our segments during this inflationary environment. We delivered strong operating earnings performance, resulting in approximately $1.4 billion in operating income for the quarter. This represents an 81% increase compared to prior year and translates to $2.70 in earnings per share. Our earnings reflect our three key priorities: one, to be the go-to supplier for customers and consumers; two, to be the most sought-after place to work; and three, to be operationally excellent. We want to be the most sought-after place to work. This starts with an unrelenting focus on safety, every minute, every shift, every day. Health and safety have been and will continue to be our top priority. We have a history of using all the tools at our disposal to protect our team members and the vaccine is no different. As many of you will have seen, last week we announced that Tyson will require COVID-19 vaccinations for our entire US workforce by November 1. We do this now because the Delta variant is more contagious and getting vaccinated is the single most effective thing people can do to protect themselves, their families and their communities. We have raised wages in many markets to ensure we're competitive and are exploring other ways to make Tyson the most sought-after a place to work in the communities where we operate. For example, we are piloting child care facilities at some of our plants and we have opened medical clinics to make healthcare more accessible to team members and their families. Finally, we are accelerating investments in automation and advanced technologies to make team members' jobs easier. We look forward to providing more detail on automation and technology roadmap at our upcoming Investor Day. We're taking aggressive actions to add new capacity to meet demand, adjust our product mix by plant, and match our portfolio more closely with customer and consumer needs. We're listening to our customers and are committed to improving reliability of supply. In the third quarter, we improved volume levels across all segments. In Prepared Foods, we continue to optimize our product portfolio, remove processing and supply chain complexity and prioritize products with the highest demand resulting in lower cost and better service to our customers. In Beef, ample cattle supply, heavier animal weights, and strong demand have driven volumes higher year-to-date. In Pork, our volumes are up year-to-date versus pandemic lows. We are pleased to have additional capacity coming online at Eagle Mountain in Utah and Columbia, South Carolina, both facilities are expected to grow our pre-packaged Beef and Pork products. In Chicken, volume declined year-to-date despite improved foodservice demand led by QSRs. We also saw sustained retail demand, including the frozen value-added poultry category, limited capacity and persistent labor challenges have impacted customer fill rates in this segment. However, our new plant in Humboldt, Tennessee continues to ramp-up production, including harvest capacity. This ramp-up is helping us improve customer fill rates. Chicken remains a top priority for me and for our Company. We continue to execute against our roadmap to bring operating income margin to at least the 5% to 7% range by mid-fiscal 2022. Our goal has not changed and we remain committed to restoring top-tier performance. We are making progress. The first imperative is to be the most sought-after a place to work. I've outlined the investments we're making to enhance our team member experience in my earlier comments. The second imperative is to improve operational performance. Last quarter, we highlighted the impact of lower hatch rates on our Chicken operations. We have begun to deploy new male parent stock, where this stock has been deployed, hatch rates are improving. We expect a full rollout of this breeder stock to be complete this fall with harvest capacity improvements occurring by mid-fiscal 2022. Our rate of outside meat purchases has declined 25% versus last quarter and will continue to decline as hatch rates and utilization improve. We have identified opportunities to reduce mix complexity across our Chicken footprint, which will help us operate more efficiently. The final imperative is to service our customers on time and in full. We're pleased by the continued share performance of our value-added products like Tyson Chicken Nuggets, Crispy Strips and Air Fried. We gained share during the third quarter and the last 52 weeks. Looking ahead, we expect further growth and as a result, we're investing in line upgrades and increased capacity drive branded product growth. We have increased prices to help offset significant raw material and supply chain cost inflation. Pricings improved nearly 16% in the quarter versus the comparable period last year. We will staff our plants, service our customers, grow our business and be the best Chicken Company, period. Part of being customer-centric means being as efficient as possible and taking cost out where you can, without compromising our ability to execute against our strategic and operational priorities. We have ongoing efforts across the business to reduce costs. But we must also find new innovative ways to be better and stronger. This means investing in advances like automation and artificial intelligence to deliver productivity gains and competitive advantage. We have already delivered strong productivity gains in fiscal year 2021. Across our business, we are looking to build upon the strength of those actions in the months and years to come, which we will detail at the Investor Day later this year. These improvements come at a time when we are investing heavily in capacity expansions across segments to better partner with our customers and meet long-term demand. Let me turn first to summary of our total Company financial results. Sales were up approximately 25% in the third quarter. Volumes were up 9.7%, primarily due to strength in retail and the ongoing foodservice recovery. Average sales price was also up about 17%, largely due to strong results in our Beef segment, the mix benefit from retail volume and the partial recovery of raw material inflation in net sales price. Operating income was up 81% in the third quarter due to continued strong performance in our Beef business. Chicken and Prepared Foods also improved their respective segment earnings, while Pork earnings were down versus the comparable period a year ago. Year-to-date, operating income for the total Company improved by 49%. Earnings per share grew 93% in the third quarter due largely to strength in operating income, specifically within our Beef segment. EPS was up 61% on a year-to-date basis. We performed well despite a challenging operating environment that span tough labor availability, significant inflationary pressures on raw material costs, global supply chain challenges and an evolving demand backdrop. Slide 11 bridges our total Company sales on a year-to-date basis. We delivered growth in the retail channel along all reporting segments, which in aggregate accounted for more than $1 billion in sales improvement over the year-to-date period and more than $300 million in the third quarter versus the respective comparable periods. Moving to foodservice, sales improved by approximately $1.3 billion in the third quarter, leading to a year-to-date improvement for the channel of nearly $1 billion compared to the same period last year. Exports were up over 18% versus the comparable period, led by Beef, where sales improved by more than $350 million on a year-to-date basis. Asia has been a key driver of Beef export strength. We've also seen some strength in industrial, particularly in Beef and Pork. And finally, year-to-date sales grew $79 million or approximately 6% in our international business. This business is a growth priority for Tyson and we continue to invest to develop further capacities and capabilities in new markets to meet growing global consumer demand for protein products. Current capacity expansions across seven international locations are expected to dramatically increase our fully cooked production capabilities. These investments are fully aligned to our strategic growth priorities and when complete, will enhance our international processing capacity by close to 30% versus fiscal 2020. Overall, we're pleased with the Company's top line growth year-to-date. We are carefully managing the current inflationary pressures through pricing actions, as well as commercial and operational excellence, with emphasis on productivity and cost. We know that our price recovery efforts relative to inflation must be matched by equal aggressiveness on productivity. Slide 12 bridges year-to-date operating income. Production inefficiencies and low labor availability resulted in total Company volumes roughly flat to the comparable period a year ago. However, we are encouraged by the volume improvement we are seeing across our segments in the third quarter. Price mix benefited substantially in the year-to-date period from price recovery of raw material cost inflation, improved mix, strong Beef segment performance and continued retail strength across segments. Operating income was partially offset by $2.2 billion and increased cost of goods sold for the period, reflecting meaningful inflation in raw material and supply chain costs. Feed ingredients, labor, packaging and freight are all key components of this COGS increase, which we're working to mitigate. On a comparative basis, SG&A benefited from the $56 million loss in the year-to-date fiscal 2020 period as compared to a $55 million gain in the first quarter of fiscal 2021 associated with the cattle supplier incident. This was in addition to certain reductions in trade spend and travel costs. Moving into the Chicken segments' results. Sales were $3.5 billion for the third quarter, up 12%. Volumes were also up in the quarter due to continued strength in retail, improving demand through foodservice and segmentwide operational improvements. These were partially offset by COVID-related production inefficiencies. Average sales price was up 15% in the quarter due to favorable mix, sustained retail volume and strong supply and demand fundamentals. Our reported price improvement also reflects actions we took to cover the inflationary pressure seen from higher grain, labor and freight costs. Our conversations with customers on widespread inflationary pressures have been productive. And we'll continue to partner with customers to ensure we receive a fair return on our products while working to deliver service levels and fill rates that meet or exceed their expectations. Operating income was $27 million in the third quarter and $137 million on a fiscal year-to-date basis, both stronger than comparable periods a year ago. This represents an operating margin of 1.3% year-to-date. Fiscal year-to-date operating income was negatively impacted by $410 million of higher feed ingredient costs, as well as $210 million of increased grow-out expenses and outside meat purchases. For the third quarter, feed ingredients were $270 million higher, while grow-out expenses and outside meat purchases were $110 million higher. Segment performance also reflects net derivative gains during the third quarter of $125 million and $235 million on a year-to-date basis, both versus the respective comparable periods. These results are associated with realized gains, as well as open positions. Moving now to Prepared Foods. Sales were $2.3 billion for the quarter, up 14% relative to the same period last year. Total volume was up 4.5% in the quarter with strength in the retail channel and continued recovery in foodservice. Sales growth outpaced volume growth, driven by the pass-through of raw material costs, lower commercial spending and better sales mix. Segment operating income was $150 million for the quarter, up over 3% versus the prior year. Year-to-date operating income was $633 million, up 23% versus the prior year period. Operating margins for the segment was 6.5% for the third quarter, a decline of 60 basis points versus the comparable year-ago period. The slowdown in segment operating margins versus the same quarter last year were driven by significant increases in raw material input costs. However, on a year-to-date basis, our operating margin of 9.6% was up 170 basis points versus last year, driven by favorable pricing and lower commercial spend. Demand for the balance of the year is expected to remain elevated at retail, with volumes continuing to exceed pre-COVID levels and foodservice continuing to recover. During the third quarter, core business lines experienced volume share growth of 90 basis points, while dollar share grew 70 basis points. We continue to believe that the ongoing inflationary environment will create a meaningful headwind for Prepared Foods in the upcoming quarter. Raw material cost, logistics, ingredients, packaging and labor are all challenging our cost of production. To offset inflationary pressure, we're focused on pricing, revenue management, and commercial spend optimization, while ensuring the continued build of brand equity through marketing and trade support. Moving to the Beef segment. Segment sales were over $4.9 billion for the quarter, up 36% versus the same period last year. Key sales drivers included strong domestic and export demand for Beef products with average sales price up 12% for the quarter. We had ample livestock available in the quarter, driven by strong front-end supplies. Mounting drought conditions in the Western United States cattle growing region, as well as elevated cost for grain also drove some cattle supply liquidation. We have good visibility into cattle availability through fiscal 2022 and currently believe it will also be sufficient to support our customer needs. Sales volume for the quarter was up year-over-year due to continued strong demand in contrast to a soft comparable period a year ago, driven by lower production volumes. We delivered segment operating income of $1.1 billion for the quarter. This improvement was driven by strong global demand for beef products and a higher cut-out, which were partially offset by higher operating costs. Operating margins for the segment improved 520 basis points to 22.6% for the third quarter. While our Beef segment experienced tremendous results on a year-to-date basis, we're still not at optimal levels of capacity throughput within our beef plants due to labor challenges. Meanwhile, drought conditions and elevated grain prices are creating incremental costs and risks for cattle producers. Until these conditions stabilize and within the constraints I had mentioned, we will work to maximize our beef processing capacity to provide a reliable outlook for our livestock farmers and adequate product supply for customers and consumers. Now, let's move on to the Pork segment on Slide 16. Third quarter results reflect higher hog costs and operating expenses that weren't fully offset through Pork cut-out. Segment sales were $1.7 billion for the quarter, up 54% versus the same period last year. Key sales drivers for the segment included higher average sales price due to strong demand, partially offset by a challenging labor environment. Average sales price increased more than 39% while volumes were also up relative to the same period last year. Segment operating income was $67 million for the quarter, down 37% versus the comparable period. Overall, operating margins for the segment declined by 570 basis points to 3.9% for the quarter. The operating income decline was driven by higher hog costs and increased labor and freight costs. At the end of this calendar year, lower projected 2021 Pork production and strong consumer demand are expected to support hog prices well above 2020 levels. Slide 17 captures our financial outlook for fiscal 2021. Given the continued strength in our Beef segment and ongoing inflationary pressures that are partially being recovered through price, we are raising our sales guidance for the full-year. We now expect to deliver annual revenues in the range of $46 billion to $47 billion. At the segment level, we expect our directional annual guidance to hold. Key risks to this guidance include freight rates, labor cost and availability, grain costs in the Chicken segment, raw material costs for each of our businesses and continued export market strength along with price volatility in commodity meats. We're slightly revising our outlook on effective tax rate to approximately 22.5%. We'll continue to monitor the potential implications of new legislation, but we do not currently expect to see impacts to our adjusted rate this fiscal year. While our expectations related to liquidity are also unchanged, liquidity during the third quarter improved substantially to $3.4 billion and has since benefited from $1.2 billion of pre-tax proceeds from the divestiture of our Pet Treats business in early July. Finally, we expect our COVID-related costs, which totaled $55 million in the quarter to be approximately $325 million for the year. As a reminder, some of the costs that were previously described as COVID-related, have evolved to become structural. Turning to Slide 18, in pursuit of our priority to build financial strength and flexibility, we have substantially delevered our business over the past 12 months, reducing leverage to 1.7 times net debt to adjusted EBITDA. Investing organically in our business will continue to be an important priority and will help Tyson increase production capacity and market capabilities. Each of these levers individually and in aggregate will support strong return generation for our shareholders. We will also continue to explore costs to optimize our portfolio through M&A through the lens of value creation and shareholder return. Finally, we are committed to return cash to shareholders through both dividends and share buybacks. In short, we view the cash generation capabilities of this business as both strong and diverse, and we expect our capital allocation framework to deliver solid returns for our shareholders in the future. To close, our priorities are clear, being the most sought-after place to work, being our customers' go-to supplier and doing so while driving operational and functional excellence across all areas of our business. There is a lot to be excited about. We look forward to discussing where we're headed during our upcoming Investor Day and hope you can join us. Operator, please provide the Q&A instructions. ","tyson foods - q3 adjusted earnings per share $2.70. q3 adjusted earnings per share $2.70. tyson foods - beef sales volume increased during q3 due to strong global demand and reduced production inefficiencies associated with covid-19. on an adjusted basis, we anticipate prepared foods results in fiscal 2021 to be similar to fiscal 2020. at current grain prices, we believe chicken results will likely be lower in fiscal 2021 as compared to fiscal 2020. expect sales to approximate $46 billion to $47 billion in fiscal 2021. expect capital expenditures of approximately $1.3 billion for fiscal 2021. tyson foods - chicken sales volume increased in q3 due to increased demand in foodservice channel, reduced inefficiencies associated with covid-19. for fiscal 2021, estimate that we will incur about $325 million of direct incremental expenses associated with impact of covid-19. prepared foods sales volume increased in q3 primarily due to increased demand in foodservice channel and sustained retail demand. prepared foods sales volume increased in q3 also due to reduced production throughput disruptions associated with covid-19. pork sales volume increased during q3 due to strong global demand, reduced production inefficiencies associated with covid-19. " "Please go to slide two. Please see our SEC filings for a description of some of the factors that may cause our actual results to differ materially from anticipated results. While the pandemic continues to present significant challenges around the world, our strategy as a global climate innovator remains steadfast. We are innovating rapidly to address complex and pressing sustainability challenges for our customers and for our planet. This is even more critical, as the clock is ticking on climate change and the battle intensifies. Our aggressive goals and bold actions can dramatically reduce carbon emissions and accelerate the world's progress. We are committed to making a difference consistently, relentlessly and over the long term, our unwavering focus on innovation has been fundamental to our ability to drive market outgrowth and share gains in recent year and it continues to be a path forward for long term value creation. At Trane Technologies, weve never built strategies around episodic investments which may increase for a year or two to driver growth and then slow in favor of margin or cash or any changing new priority. Our approach is markedly different. We remain confident in our ability to lead precisely because our investments are continuous and ongoing. They are focused on our clear purpose-driven strategy, a consistent operating system, and goals and expectations focused always on top quartile results for our stakeholders. This relentless approach drives market outgrowth, which in turn helps us deliver strong margins and powerful free cash flow to deploy through our balanced capital allocation strategy. The end result is more value across the board for our team, for our customers, for our shareholders and for the planet. Moving to slide four. Our global teams drove exceptional performance in the first quarter, which positions us well, as we look toward the balance of the year. We delivered broad-based market outgrowth and share gains in each of our segments and business units, with total enterprise organic revenues up 11%, while at the same time delivering more than 400 basis points of margin expansion in every segment and for the enterprise as a whole. We delivered double-digit bookings growth in all segments, growing our backlog over 30% sequentially versus December 2020 and up more than 30% versus our already strong backlog at the end of 2019 heading into 2020. Adjusted earnings growth was also exceptional, up 135%. Although it's still early in the year and overall visibility remains limited, our strong quarter 1 performance, growing backlog, improving markets and asterism for improved vaccination rates gives us confidence to raise our full year 2021 guidance for both revenue and adjusted earnings per share above the high end of the prior ranges. We also continue to make excellent progress toward our transformation savings goal of $300 million by 2023 and expect to realize approximately $190 million in total savings in 2021. That's up from $100 million in 2020. These transformation savings help fund superior innovation, market outgrowth and share gains with sustainable strong leverage. We expect a strong growth in leverage in 2021 to once again deliver powerful free cash flow which further strengthens our balance sheet and fuels our balanced capital allocation strategy. We've raised our capital deployment expectations for 2021 by $500 million from approximately $2 billion to $2.5 billion to continue our commitment of deploying 100% effective cash overtime. We're actually, our core strategy remains focused on backward sustainability mega trends of energy efficiency and sustainability which are becoming more press everyday. We're one of just a handful of companies to achieve validation for our second set of science based targets, and our path to net zero carbon emissions. For those of you know as well, you know sustainability has been at our core for a very long time. Our first set of science-based targets were approved in 2014 and we achieved those in 2018. We also have revised our annual incentive compensation plan for approximately 2,300 leaders beginning this year to link directly to ESG metrics, including both carbon emission reduction, and advancing diversity and inclusion. In addition, all salaried employees must now include at least 1 sustainability-related goal in their annual performance plans. Our commitment couldn't be stronger. With our purpose to challenge what's possible for a sustainable world, we are uniquely positioned to solve pressing challenges for our customers. This passion powers us forward to deliver top-tier financial performance and differentiated returns for our shareholders. We delivered robust organic bookings growth of 31% in the first quarter. The growth across all segment and business unit. We also delivered strong revenue growth in each segment. Our Americas segment delivered growth in both bookings and revenue, up 36% and 9%, respectively. Our Americas Commercial HVAC business has remained resilient since the start of the pandemic, delivering strong Q1 bookings growth of low single digits in the quarter. We're especially pleased with this performance relative to the mid-teens growth comp in the first quarter of 2020, making the two year growth stack for America's Commercial HVAC high teens. Revenues were flat in the quarter, which also represents strong performance relative to the growth in the first quarter of 2020, making the two year stack up mid single digits. Services were up low single digits. The residential HVAC markets remain robust and our residential HVAC team delivered strong revenue growth, well in excess of 30% in the quarter as they once again grew market share. We entered the quarter with a strong backlog, and exited the quarter with an even stronger backlog, putting us in a strong position entering Q2. Our Americas transport refrigeration business outperformed the North America truck and trailer markets in the quarter, delivering strong revenue growth, up mid-teens and exceptional bookings growth in the quarter. Turning to EMEA, our team's delivered 18% bookings growth in the quarter, with strong growth in both commercial HVAC and transport refrigeration. Revenues were also strong, up 12%. EMEA Commercial HVAC bookings were up high single digits and revenues were up mid-teens once again outperforming the market. We continue to see strong demand for our products and services that help reduce the energy intensity and greenhouse gas emissions of buildings. EMEA transport bookings were up over 20% in the quarter and revenues are up high single digits, outperforming the broader transport markets. Our Asia Pacific team delivered bookings growth of 14% and revenue growth of 34% in the quarter, laughing a soft Q1 2020 that was heavily impacted by the COVID-19 pandemic. China continues to outperform the rest of Asia, where a number of economies are still struggling with the impacts of the pandemic and low vaccination rates. Dave provided a good overview of our revenues on the prior slide, so I'll focus my comments on margins. Adjusted EBITDA margins were strong up 460 basis points, driving adjusted earnings per share growth of 135%. We delivered strong operating leverage in all regions, supported by superior innovation for our customers, strong productivity and cost containment actions. Price cost tailwinds were particularly strong in the first quarter, driven by realization of premium pricing on leading innovation and pricing actions taken to remediate increasing material cost inflation in 2021. In addition, we maintain high levels of business reinvestment in innovation, technology, and productivity. In the Americas region, market outgrowth, cost containment, productivity and price drove solid EBITDA margin expansion of 400 basis points. Likewise, the EMEA and Asia Pacific regions delivered strong market outgrowth, productivity and cost containment to improve EBITDA margins by 540 basis points, and 1,160 basis points, respectively versus 2020. Our market outgrowth in each region is supported by relentless investments in superior innovation to help our customers solve their most challenging and complex problems, fueling new product and service offerings. We delivered strong productivity from both our robust pipeline of projects and structural transformation initiatives that we outlined at our December 2020 Investor Event. Commercial HVAC in Americas has significantly outperformed the broader markets since the beginning of the pandemic through strong focused, agility, and execution combined with relentless innovation across products and services to our customers. Demand remains high for comprehensive indoor air quality solutions and we continue to see indoor air quality as a long-term tailwind for our business. End markets are mixed with continued strong data center and warehouse demand. The pipeline for our education end market is also strong. To-date we've engaged with many of our K-12 customers to perform indoor air quality assessments in anticipation of the time when Federal stimulus funds will be made available. At this point, the full impact and timing of the stimulus remains to be determined, but it's clearly a multi-year tailwind for our business, given our strong presence in the education markets, and our direct sales force with deep relationships in this vertical. End market indicators are improving with ABI over 50 and both February and March, both positives for the road ahead. In summary, though our visibility into some end market verticals remain somewhat limited due to continued uncertainty related to the pandemic, we continue to see solid prospects for continued underlying market improvements in the second half of 2021, given positive progress and trends related to increased vaccination rates. Turning to residential, we saw record first quarter bookings and revenue, which puts us in a strong backlog position entering the second quarter. Overall, we expect a strong first half and a challenging second half with tough comps in the back half of the year given record bookings and revenue in the second half of 2020. Turning to Americas transport, we're expecting continued strong growth for the balance of 2021 as markets continue to improve. Orders were very strong in the quarter with many customers placing orders for the year. All-in, we expect 26% weighted average market growth for the year, reiterating our prior outlook. Turning to EMEA, the recovery continues to be country-dependent with some countries and additional rounds of lockdowns. It's early to call the recovery broadly in Europe, but we expect continued improvement in 2021 with increased vaccination rates in the region. Transport markets, in particular, are expecting approximately 8% market growth, given the current rates of economic improvement, reiterating our prior outlook. Turning to Asia, we expect continued growth in China in 2021, however, the rest of Asia has been slowed due to virus and vaccination rates remain low. Overall, we see a mixed picture for Asia in 2021. Based on our strong first quarter performance, our growing backlog and the expectation for improving pace of global vaccinations, we have raised our full year guidance for both revenues and adjusted earnings per share for 2021. As Mike indicated earlier, we expect to deliver a strong organic financial performance with organic revenue growth of approximately 9%, up from our previous guidance of between 5% in 7%. We expect to deliver strong organic leverage over 35% for the full year, with organic leverage of approximately 30% for the balance of the year. We continue to see about 1.5 points of revenue growth from the channel acquisitions, we announced last quarter, which will carry about five points of operating margin and deliver earnings per share accretion of about $0.05. All-in, total revenue growth is expected to be approximately 10.5%, and adjusted earnings per share is expected to be approximately $6, which translates to approximately 35% earnings growth versus 2020. Our updated guidance reflects both our strong performance in Q1, and an improved outlook for the remainder of the year. We also raised our free cash flow guidance with our increased earnings per share growth. We expect free cash flow to remain strong and equal to or greater than 100% of adjusted net income. If you project current FX rates out to the end of the year, FX would likely be a tailwind, albeit too early to call given market volatility. Our FX exposure is largely translational and each point of revenue were translated approximately translational OI rates. Net each point from FX would translate into about $0.05 of EPS. Please go to slide number 10. As we outlined during our investor event in December, by transforming Trane Technologies, we initially identified $100 million of fixed cost reductions by 2021. We've exceeded our initial cost reduction expectations, delivering $100 million of savings in 2020, a full year early. And we expect to deliver a $90 million of incremental savings for a total of $190 million in savings in 2021. We are now targeting and are on track to deliver $300 million of run rate savings by 2023. As we outlined in December, we will continue to invest these cost savings to further strengthen our high performance flywheel, which has a reinforcing and compounding effect over time. First, we invest a significant portion of the savings into unrelenting business reinvestments in innovation and leading technology. This fuels the second element, sustained growth above our end markets. Third, we invest another significant portion of the savings into an improved cost structure, which drives the fourth element, improved and sustainable incremental margins at or above 25% over the mid to long term. When combined, this creates a compounding effect of high quality earnings growth and free cash flow year-after-year. Please go to slide number 11. We remain committed to our balanced capital allocation strategy is focused on consistently deploying excess cash to opportunities with the highest returns for shareholders. We continue to strengthen our core business with high levels of business reinvestment and high ROI technology, innovation, and operational excellence projects, which are vital to our continued growth product leadership, and margin expansion. We remain committed to maintaining a strong balance sheet that provides us with continued optionality as our markets evolve. We have a long standing commitment to a reliable, strong and growing dividends that increases at or above the rate of earnings growth over time. We continue to pursue strategic M&A that further improves long term shareholder returns. And we continue to see value in share repurchases as the stock trades below our calculated intrinsic value. All in, we expect to consistently deploy a 100% of excess cash over time. And I'll discuss how we plan to deploy excess cash in 2021. Looking at full year 2021, after fully reinvesting in the business, we plan to continue executing our balance capital allocation strategy. And have increased our capital deployment target to approximately $2.5 billion, a $500 million increase to our prior guidance. We anticipate deploying the additional $500 million between value accretive M&A and share repurchases, taking the total target for M&A and share repurchases to approximately $1.5 billion for the year. In the first quarter, we raised our dividend by 11%, deployed $174 million to M&A and share repurchases and paid down $300 million of debt. We plan to retire an additional $125 million in debt as it reaches maturity in the third quarter of 2021, taking the total debt retirement to $425 million for the year. This guidance increase reflects our strong balance sheet and liquidity position, our commitment to deploying 100% of excess cash over time and our continued confidence in our ability to deliver powerful free cash flow to execute our balanced capital allocation strategy. Please go to slide number 14. The objective of this slide is to lay out how to think about organic growth and leverage and the impact of the acquisitions. It also provides some helpful modeling guidance elements outlined on the bottom of the slide. The key takeaways are that we're expecting strong organic growth, leverage and earnings per share and the M&A adds additional revenues and modest earnings per share accretion in 2021. Please go to slide number 15. We want to provide an update on transport markets, as we know this is a topic of interest for investors and analysts. The net takeaway is that our outlook for 2021 is largely unchanged from our prior outlook, where we highlighted that we expect to see approximately 26% weighted average market growth for transport Americas, and approximately 8% weighted average market growth for transport EMEA. While ACT has raised their outlook slightly on North America trailers, about 1% from 39% growth to 40% growth, they modestly lowered their outlook for truck, which nets out to be a wash on total growth. EMEA is in a similar boat with IHS lowering their 2021 forecast slightly, but not enough to shift our view. In total, we've seen very strong demand through the first quarter in both transport markets, and we think that ACT and IHS have called the market about right for 2021, which means transport globally should have a very strong year for us. This is consistent with our prior 2021 view, but I'd say, we have greater confidence after our first quarter performance and our growing backlog. The other element I wanted to highlight for transport North America is that, ACT has increased their trailer forecast for fiscal year 2022 to 51,100 units, which represents an increase of about 13% over their 2021 forecast. While on the subject, we are occasionally asked about the historical cyclicality in the North America trailer market. Data would suggest the patterns have changed. The North America trailer market took a step-up in 2015 and has been above 40,000 units ever since with only one exception, 2020. 2020 saw market declines intensified by the pandemic. So I'm not sure how informative it is about the future. The driver logs, driver shortage and added economic activity appears to have fundamentally shifted the market to new levels above 40,000 units, excluding economic disruption. ACT's forecast for 2023 is also at the mid-40,000 unit level. If they are correct in their forecast for 2021 through 2023, it will be eight of nine years where the North America trailer market has been in the mid-40,000 unit range, plus or minus 10%. Net, 2022 and 2023 are shaping up to be strong years as well. Please go to Slide 16. Energy efficiency and sustainability megatrends are only growing stronger, and we are uniquely positioned to deliver leading innovation that intersects with these trends and accelerates the world's progress. And we're not only focused on investments in innovation and growth, but also on investments in our business transformation. We are on track to deliver $300 million in savings that will continue to improve the cost structure of the company and enable additional reinvestment to expand margins and further strengthen our ability to outgrow our end markets. When combined with the long-term sustainability megatrends underpinning our end markets, our exceptional ability to generate free cash flow and balanced capital deployment of 100% of excess cash over time, we are well positioned to continue to drive differentiated shareholder returns. I've said that train technologies has the essence of a start-up with the credibility of a market leader. That unique profile fosters a culture of inclusion, ingenuity and performance that delivers results as we demonstrated in the first quarter. It's this type of passion and purpose that sets Trane Technologies apart and is how it will change the industry and ultimately change the world. ","trane technologies q1 revenue up 14% at usd 3 bln. q1 revenue rose 14 percent to 3.0 billion usd. " "Please go to slide two. Please see our SEC filings for a description of some of the factors that may cause our actual results to differ materially from anticipated results. As we do each quarter, I'd like to spend a few minutes upfront on our focused sustainability strategy, the engine that enables us to deliver differentiated shareholder returns over time. Long-term sustainability megatrends continue to intensify, and our innovation leadership is transforming the climate industry as the world decarbonizes. Our aggressive goals and bold actions can dramatically reduce carbon emissions and accelerate the world's progress. This is more critical every day as the clock is ticking on climate change. That's why we are calling for businesses and governments to take stronger action at COP26 and why we continue to set aggressive science-based emission reduction targets to push our innovation further and faster. That innovation also extends to emerging trends as we see heightened focus on indoor air quality and strong momentum in aging infrastructure in our schools. We continue to make a difference consistently, relentlessly and over the long term. This unyielding approach drives market outgrowth over the long term, which in turn helps us drive strong margins and powerful free cash flow to deploy through our balanced capital allocation strategy. The end result is more value across the board for our customers, for our team, for our shareholders and for the planet. Moving to slide number four. Our global team delivered solid execution in the third quarter, and we continue to target top quartile earnings per share growth for 2021. Bookings were once again exceptional in Q3, building on strong growth in both Q1 and Q2 and bringing our year-to-date organic bookings growth to over 25% for the enterprise. Underlying demand for our innovative products and services have never been stronger, and our Q3 ending backlog reflects this strength. In fact, Q3 ending backlog for the enterprise is up more than 70% or approximately $2 billion from year-end 2020 with all three of our business segments at record levels. Americas and EMEA have backlog that are up over 90% and 65%, respectively, from year-end 2020. We're well positioned to close out 2021 on a strong note and to enter 2022 with unprecedented levels of backlog as well. As we highlighted on our second quarter earnings call and in subsequent forums, global supply chains, logistics systems and labor markets remain tight, and inflation is persistent. Our global teams are focused on meeting the unique needs of our wide-ranging customer base and helping them solve complex challenges on a daily basis as we navigate a challenging yet positive demand and supply environment. Temporary supply chain delays on key materials impacted portions of our product portfolio, shifting the timing of approximately $150 million or 4% of our revenue out of the third quarter and into future periods. Working closely with our key suppliers and with our customers, we anticipate that between $50 million and $75 million or roughly 2% of the Q3 impact will shift into the fourth quarter, leaving our 2021 revenue guidance unchanged. We expect the remaining balance to shift into 2022. We also highlighted on our second quarter earnings call that persistent inflation would require us to execute an incremental $150 million in pricing actions in the second half of the year in order to neutralize the impact. Strong execution of our business operating system has enabled us to keep pace with the inflationary curve. In the third quarter, we realized approximately $150 million or 4.3% incremental price, offsetting approximately $150 million of inflation. Leverage was negligible as you would expect on flat volume. While adjusted operating income was modestly higher in the quarter, primarily reflecting nominal pull-through on M&A and FX growth, consistent with our expectations and our guidance. We continue to execute the business transformation projects we discussed in detail at our Investor Day in December and are on track to deliver approximately $90 million of incremental savings in 2021. These savings support leading innovation across our end markets through relentless high levels of business reinvestment. They also enable us to stay on track to deliver incremental margins of approximately 30% organic for fiscal 2021 despite persistent inflation, tight logistics systems and supply chain challenges. We're also on track to deliver powerful free cash flow of equal to or greater than 100% of net earnings. This provides us with strong optionality to deploy significant cash to opportunities now and in the future, including M&A and share repurchases. Lastly, we never lose sight of our long-term, purpose-driven strategy and the tremendous leadership role we can play in bending the curve on climate change. By changing the industry, we can change the world. Executing our purpose-driven strategy is how we will continue to deliver top-tier financial performance for our shareholders. While we're still in the midst of our planning process for 2022 and anticipate providing guidance in conjunction with our fourth quarter earnings call, we thought it might be constructive to spend a few minutes discussing our initial thoughts on 2022 and some of the key dynamics we believe will be in play. While this is not a comprehensive list, it will highlight some of the key reasons why we're so excited about what the future holds for Trane Technologies as well as some of the key challenges we see on the road ahead. First, we expect to have strong fundamentals entering the year. Exiting Q3, backlog in our Americas and EMEA segments are both at unprecedented levels, up over 90% and up over 65% versus December of 2020, respectively. Asia also has record backlog, up nearly 20%. If we very conservatively plot out bookings through the balance of 2021, we anticipate entering 2022 with at least 70% more backlog in the Americas and EMEA than we entered 2020. I've been in this business a long time, and I've never entered any year with a stronger backlog position, which bodes well for us in 2022. Another fundamental strength entering 2022 is the foundation of our business operating system. Strong execution of our business operating system has enabled us to stay ahead of the persistent inflation through 2021 and position us well to manage additional inflationary pressures and deliver strong price realization again in 2022. And we'll continue to drive transformation savings in 2022 that will support high levels of business reinvestment and continued innovation. These savings will also support healthy incremental margins in what we expect to be another year of tight conditions for supply chain, labor markets and logistics systems. Looking out to 2022, we also expect to see continued acceleration of the strong secular sustainability megatrends that are so tightly aligned with our purpose-driven business strategy. Decarbonization of the built environment is accelerating. U.S. education stimulus dollars are being put to good use, upgrading our aging infrastructure. And momentum around indoor air quality upgrades, retrofits and new projects continues. Additionally, the global economy is expected to continue to recover in 2022 with solid underlying GDP and other economic indicators driving broader expansion in the nonresidential markets. Lastly, we're excited about the future of transport refrigeration markets where ACT and IHS are plotting a steady growth path forward in both 2022 and 2023. All in, we're exceptionally well positioned for strong performance in 2022 and beyond. Customer demand for our innovative climate control products and services continues to grow. We delivered another quarter of robust organic bookings growth, up 20% with growth across all segments and business units. Customer demand has been high all year, with organic bookings up over 25% year-to-date, driving record backlog in each segment. Organic revenues were also up 4%, driven by continued strong price execution. Our Americas commercial HVAC business delivered robust bookings growth in the quarter with orders up over 30%. Strength was broad-based with applied and unitary bookings both up more than 50% and service bookings up high teens. Demand for system-focused indoor air quality solutions remain strong and contributed to our mid-single-digit revenue growth in commercial HVAC Americas. The residential HVAC markets continue to be strong, and our residential team delivered low single-digit bookings growth, building on nearly 40% growth in the third quarter of 2020. Revenues were flat in the quarter as demand outpaced supply. And we entered the fourth quarter with record backlog, up more than 150% year-over-year and up from prior record backlog at the end of the second quarter. With year-to-date organic bookings up over 80% and year-to-date organic revenue up over 30%, our Americas transport refrigeration business is significantly outperforming the North America transport markets. During the third quarter, with most of 2021 orders already in the backlog, we opened up our 2022 order book solely for the first quarter of 2022, which drove bookings growth of more than 20%. We are methodically managing our 2022 order book in order to mitigate inflationary risks. Organic revenues were also strong, up low to mid-teens. We continue to see strong demand for our innovative products and services that help reduce energy intensity and greenhouse gas emissions for our customers. Our EMEA teams delivered 25% organic bookings growth in the quarter with strong growth in both commercial HVAC and transport refrigeration. Revenues were also strong, up 8%, led by high-teens organic revenue growth in transport refrigeration. Our Asia Pacific team delivered bookings growth of 11%. Revenue grew 1% in the quarter. Though we saw growth in China during the quarter, the impacts of the COVID-19 pandemic continue to be challenging in the region with low vaccination rates in some countries. Organic revenue growth in the quarter was driven by continued strong price execution, yielding 4.3% incremental price in the quarter. Price over material inflation was positive in the quarter and combined with mix offset the net impact of productivity over other inflation and increased investment spending to support leading innovation. Organic volume and, therefore, pull-through leverage was largely flat for the enterprise in the quarter. At a high level, positive leverage was primarily the result of mix and a modest flow-through of M&A and FX, consistent with our guidance. Net adjusted EBITDA and operating margins declined by 70 and 60 basis points, respectively. Adjusted earnings per share grew 5%, driven primarily by higher adjusted operating income. We discussed the key revenue and margin dynamics for the enterprise on the prior page. The dynamics impacting revenue and margins were similar across each of our business segments, as we've highlighted here, with strong price realization, productivity inflation and higher investments in innovation as consistent drivers. In EMEA, solid price realization was accompanied by strong volume growth, delivering good leverage and margin expansion in the quarter. Both the Americas and Asia Pacific segments delivered higher revenues on modest volume declines impacting leverage. Asia Pacific also experienced price versus cost headwinds in the quarter, further impacting margins. We continue to expect Asia Pacific to deliver solid margin expansion for the full year and are pleased with our overall performance in the region. Commercial HVAC Americas has significantly outperformed the broader markets over a number of years through strong focus, agility and execution combined with relentless innovation for our customers. These defining characteristics compounded by the strength in the underlying market conditions power the business forward today, yielding bookings growth of over 30% in the quarter, an exceptional backlog entering Q4. Bookings strength was universal across nearly every vertical market and major product category. End markets continue to improve. Vaccination rates are improving. And end market indicators are generally strong, with ABI over 50 since February and a healthy GDP. Data centers and warehouse demand remain strong. Education and healthcare end market demand is also growing. We're benefiting from increased demand across our K-12 customers with federal stimulus funds supporting both current and more importantly, future growth. We see this as a multiyear tailwind for our business given our strong position in the education market and our direct sales force with deep relationships in this vertical. Our residential end markets remain strong. As I mentioned previously, we delivered low single-digit bookings growth in the quarter, compounding on nearly 40% growth in the prior year. And we are entering the fourth quarter with unprecedented backlog. I'm proud of our residential team that has continued to meet customer demand while ramping capacity after our February weather event in our Texas facility. The team delivered historically high revenues in Q3 and is on track for capacity expansion in advance of next year's cooling season. Turning to Americas transport. We're significantly outgrowing strong end markets in 2021. ACT market forecasts are projecting strong growth in 2022 and 2023 as well. I'll talk more about the transport outlook in our topics of interest section. Economic conditions are improving across the region. We expect continued improvement for the remainder of the year with increased vaccination rates supporting the opening of an increased number and variety of venues. Transport markets have been strengthening throughout the year, and we're on track to outperform end markets in 2021 as evidenced by our year-to-date performance. We expect growth in China in 2021, supported by increased vaccination rates and strength in data centers, electronics, pharmaceutical and healthcare. Outside of China, the picture is mixed, with vaccination and economic recovery rates still low in some countries. Given all the puts and takes we've discussed today, our guidance for 2021 is unchanged. Importantly, we continue to see our 2021 adjusted earnings per share growth guidance of more than 30% as top quartile among peers in the broader industrials. We've discussed the shift in revenues from Q3 into Q4 and 2022 throughout the call. Our fourth quarter revenues are supported by record backlog, and that backlog is firm. Supply chain, labor and logistics systems will continue to be challenging and are the limiting factor to potential upside, not demand or backlog. We also continue to expect free cash flow to remain strong and equal to or greater than 100% of adjusted net income. Please go to slide number 11. As we outlined during our investor event in December, we're on track to deliver $300 million of run rate savings by 2023, including $90 million in 2021. Importantly, we continue to invest these cost savings to further fuel innovation and other investments across the portfolio. This consistent investment strengthens our high-performance flywheel, which has a reinforcing and compounding effect over time. Please go to slide number 12. We remain committed to our balanced capital allocation strategy that is focused on consistently deploying excess cash to opportunities with the highest returns for shareholders. First, we continue to strengthen our core business through relentless business reinvestment. Second, we're committed to maintaining a strong balance sheet that provides us with continued optionality as our markets evolve. Third, we expect to consistently deploy 100% of excess cash over time, using a balanced approach that includes strategic M&A that further improves long-term shareholder returns and share repurchases as the stock trades below our calculated intrinsic value. Year-to-date, we have deployed $1.8 billion in cash, with approximately $1 billion to M&A and share repurchases, including $250 million for the Farrar Scientific life sciences acquisition we closed in October. We have paid $422 million in dividends and $425 million to pay down debt. Our strong free cash flow, liquidity and balance sheet continue to give us excellent capital allocation optionality and dry powder moving forward. We are on track to deploy at least $2.5 billion in excess cash in 2021. Please go to slide number 15. I wanted to spend a couple of minutes providing an update on the transport refrigeration markets for 2021 as we've seen the forecast shift a fair amount since our second quarter earnings call. I think the primary takeaway this quarter is that ACT is projecting an extended and more gradual upturn in the North America transport refrigeration markets than initially projected. North America trailers is probably the clearest example and one of the most watched by investors and analysts as a proxy for the overall transport refrigeration health. ACT started out the year projecting an almost immediate snapback in the North America trailer production in 2021, up 39%, off the lows of the pandemic in 2020. As trailer OEMs have had a challenging year producing enough trailers to meet the forecast, ACT has gradually pulled the forecast down and is now projecting a strong but more gradual improvement in 2021, up 18%, and continued improvement in production rates in both 2022 and 2023, up another 18% and 14%, respectively. If you look at the all-in weighted average market forecast for North America transport refrigeration, 2021 is now expected to be up about 14% versus 24% projected in July. Year-to-date, our Thermo King Americas transport refrigeration business is up more than 30%, clearly outperforming the markets, and we expect to outperform the markets for the full year as well. Looking at IHS and other key indicators for EMEA markets, the outlook has improved about three points with the weighted average market growth now expected to be about 12% for 2021. Year-to-date, our Thermo King EMEA business is up more than 20%, clearly outperforming the markets, and we expect outperformance for the full year 2021 as well. Please go to slide number 16. One of the things we've talked about over the past several quarters is the North America trailer market has not been particularly volatile over the past several years, and it's not projected to be particularly volatile over the ACT forecast horizon either. On the left side of the page, you can see the visual depiction of what we've been describing. We chart ACT's reported actual trailer units built going back to 2015 and ACT's forecast for trailer builds through their forecast horizon of 2023. The 9-year average is in the mid-40,000 unit range with the pandemic in 2020 being the only significant outlier. We also see that good growth is projected in both 2022 and 2023. It's important to note that our global transport refrigeration business is highly diversified. Trailer is an important part of the global mix at about 25% of the total. However, we're focused on strong execution across the transport refrigeration portfolio, which we believe will further help reduce variability of this business over time. Please go to slide number 17. 2021 is shaping up to be a strong year for us overall despite a number of macro challenges that we expect to continue over the near term. We're seeing unprecedented levels of demand for our products and services across the board, and our backlog has never been stronger. We're executing our business operating system well and staying ahead of persistent inflation with strong price realization. And we expect to deliver top quartile earnings per share growth for the full year. Energy efficiency and sustainability megatrends are only growing stronger. We are uniquely positioned to deliver leading innovation that addresses these trends and accelerates the world's progress, supported by a business transformation and our engaging uplifting culture. We are proud to have been recognized by Forbes as one of the best employers for diversity and best employers for women and by Fortune as one of the best workplaces in manufacturing. It's our people that power our innovation and bring our purpose to life every day. We have many reasons to be excited about our prospects for strong performance as we look to 2022 and beyond. When combined with our exceptional ability to generate free cash flow and our balanced capital deployment, we are well positioned to continue to drive differentiated shareholder returns over the long term. ","qtrly reported bookings of $4.3 billion, up 22 percent. qtrly organic bookings up 20 percent. expects to deploy at least $2.5 billion as part of its balanced 2021 capital allocation strategy. reaffirms 2021 guidance. " "Before we begin, I'd like to mention we will be discussing future estimates and expectations during our call today. On the call today, we have Scott Donnelly, Textron's chairman and CEO; and Frank Connor, our chief financial officer. Revenues in the quarter were $2.9 billion, up from $2.8 billion in last year's first quarter. During this year's first quarter, we reported net income of $0.75 per share. Adjusted net income on a non-GAAP measure was $0.70 per share for the first quarter of 2021, compared to $0.35 per share in the first quarter of 2020. Adjusted net income for 2021 excludes $6 million of pre-tax special charges, $0.02 per share after tax related to the 2020 restructuring plan, and $15 million of pre-tax gain on the sale of TRU Canada, $0.07 per share after tax. Segment profit in the quarter was $256 million, up from $156 million in the first quarter of 2020. Manufacturing cash flow before pension contributions totaled $71 million, up $501 million from last year's first quarter. Overall, the first quarter was a strong quarter for Textron. Segment margins were up 330 basis points in the quarter, driven by strong execution across all of our segments. At Bell, revenues were up in the quarter on higher commercial revenues, partially offset by lower military revenues. On the commercial side of Bell, we delivered 17 helicopters up from 15 in the last year's first quarter. We saw solid order activity in the quarter across our commercial models, both domestically and internationally and across multiple end markets, including corporate, private, utility, and emergency medical services. On future vertical lift, that was awarded a contract modification of $293 million for the second phase of the competitive demonstration and reduction program for FLRAA. As we conclude final flight activity on the V-280, I think it's important to highlight the impressive performance milestones that the aircraft has demonstrated in over 215 flight hours over the past three-plus years. This included 305 knots of demonstrated true airspeed, level 1 handling qualities, and autonomous flight. On FLRAA, Bell is continuing with its build of the Invictus 360 prototype, where we are about a third of the way through the manufacturing process in anticipation of first flight in Q4 of next year. Moving to Textron Systems. Revenues were flat in the quarter while the business continued to execute well with improved operating margins. In the quarter, Systems was awarded a contract to up to $607 million from the U.S. Army for the sustainment and modernization of existing shadow systems to the upgraded Block III configuration. Also in the quarter, Systems successfully participated in the U.S. Army's Future Tactical Unmanned Aircraft Systems rodeo at Fort Benning and completed direct soldier flight demonstrations of our platform, the Aerosonde HQ. Systems is currently responding to the FTUAS RFI, which will help inform the next phase of that program. Systems also delivered the first RCV medium prototype to the Army customer as they look to test these vehicles and define requirements for the future of robotic combat vehicle programs. At ATAC, we are continuing to ramp F1 flight hours at the operating sites related to the three awards of the U.S. Air Force CAPCAS program. At the end of the quarter, we had 16 F1 aircraft certified for operation and deployed across our customer sites. In Aviation, revenues were up -- I'm sorry, revenues were eventually flat in the quarter with slightly lower volume, reflecting lower aftermarket revenues, partially offset by higher pricing. We delivered 28 jets, up from 23 last year and 14 commercial turboprops, down from 16 in last year's first quarter. Order activity was strong in the quarter, resulting in backlog growth of $450 million to $2.1 billion at quarter-end. In the quarter, we delivered our 1,560 XL-based Citation jet. This milestone delivery is a testament to the value and performance of this platform, as well as Textron Aviation's commitment to the ongoing support of the fleet. We also announced the new CJ4 Gen2 and delivered five aircraft in the quarter. This model upgrade is another example of our continued investment in our existing portfolio of aircraft. On the new product front, the Cessna SkyCourier aircraft certification program continues to progress well as we work toward entering to service targeted toward the second half of this year. Revenues were up from last year's first quarter, primarily driven by higher volume and price in our specialized vehicle product line. At specialized vehicles, we continue to see strong retail demand across our customer end markets. At Kautex, we saw our volume of fuel systems for hybrid electric vehicles more than double to about 9% of our total production volume in the quarter, the start-up of four new models. While the retail demand in industrial-owned markets has been improving, channel inventory remains below targeted levels as we work through supply shortages and disruptions, which we expect will improve throughout the course of the year. In summary, it was a great start to the year. We've seen improving customer demand in our end markets, increased commercial order flow at Aviation and Bell, and continued solid execution in our military businesses with strong cash generation in the quarter. Let's review how each of the segments contributed, starting with Textron Aviation. Revenues at Textron Aviation of $865 million were down $7 million from a year ago largely due to lower aftermarket volume, partially offset by higher pricing. Segment profit was $47 million in the first quarter, up from $3 million of profit last year primarily due to a favorable impact from performance and the mix of products sold. Backlog in the segment ended the quarter at $2.1 billion. Revenues were $846 million, up $23 million from last year on higher commercial revenues, partially offset by lower military revenues. Segment profit of $105 million was down $10 million primarily due to higher research and development in the quarter, largely related to future vertical lift programs. Backlog in the segment ended the quarter at $5.2 billion. At Textron Systems, revenues were $328 million, flat with a year ago. Segment profit of $51 million was up $25 million due to a $27 million favorable impact from performance and other. Backlog in the segment ended the quarter at $2.4 billion. Industrial revenues of $825 million were up $85 million from last year, primarily from higher volume and mix, as well as price at specialized vehicles and foreign exchange fluctuations. Segment profit was $47 million, up $38 million from the first quarter of 2020 primarily due to higher volume and mix, price, net of inflation, and favorable performance at specialized vehicles. Finance segment revenues were $15 million, and profit was $6 million. Moving below segment profit, corporate expenses were $40 million, and interest expense was $35 million. With respect to our 2020 restructuring plan, we recorded pre-tax charges of $6 million on the special charges line. We also completed the sale of TRU Canada in the quarter and realized a pre-tax gain of $15 million. Cash performance in the quarter was strong with $71 million on manufacturing cash flow before pension contributions, a $501 million improvement over last year's first quarter as we continued our focus on inventory and working capital management. In the quarter, we repurchased 1.8 million shares, returning $91 million in cash to shareholders. To wrap up with guidance, we're raising our expected guidance of adjusted earnings per share to a range of $2.80 to $3 per share, up $0.10 from our prior outlook. We're reiterating our outlook for manufacturing cash flow before pension contributions of $600 million to $700 million with planned pension contributions of $50 million. ","q1 adjusted non-gaap earnings per share $0.70. q1 earnings per share $0.75. full-year adjusted earnings per share outlook raised by $0.10. now expects 2021 earnings per share from continuing operations to be in a range of $2.76 to $3.00, or $2.80 to $3.00 on an adjusted basis. qtrly revenues at textron aviation of $865 million were down $7 million from q1 of 2020. bell backlog at end of q1 was $5.2 billion. qtrly bell revenues were $846 million, up $23 million from last year. " "Before we begin, I'd like to mention we will be discussing future estimates and expectations during our call today. On the call today, we have Scott Donnelly, Textron's chairman and CEO, and Frank Connor, our chief financial officer. Revenues in the quarter were $3.3 billion, down from $3.7 billion in last year's fourth quarter. During this year's fourth quarter, we reported income from continuing operations of $0.93 per share. In the quarter, we recorded $5 million in pre-tax special charges related to our 2020 restructuring plan or $0.01 per share after tax. Excluding these special charges, adjusted income from continuing operations, a non-GAAP measure, was $0.94 per share for the fourth quarter of 2021 compared to $1.06 per share in the fourth quarter of 2020. Segment profit in the quarter was $310 million, down $14 million from the fourth quarter of 2020. Manufacturing cash flow before pension contributions totaled $298 million in the quarter. For the full year, revenues were $12.4 billion, up $731 million from last year. Adjusted income from continuing operations was $3.30 per share compared to $2.07 per share in 2020. Manufacturing cash flow before pension contributions was $1.1 billion, up from $596 million in 2020. Our business has closed out the year with another solid quarter. At aviation, we continue to see favorable market conditions, including improved aircraft utilization, low preowned inventory levels and strong customer demand. Order activity remained very strong with backlog growth of $655 million in the quarter and $2.5 billion for the full year, resulting in a $4.1 billion backlog at year-end. As a result, we delivered aircraft on a more linear trend through the year, which improved manufacturing efficiency and cash flow generation. Reflecting this improved operating environment and strong execution of our teams, aviation achieved a segment margin of 10.1% in the fourth quarter. For the year, we delivered 167 jets, up from 132 last year and 125 commercial turboprops, up from 113 in 2020. Also in the year, we saw sequentially higher aftermarket revenue on a quarterly basis driven by increased aircraft utilization. Moving to defense, aviation was awarded a $143 million contract for eight AT-6 aircraft, ground support equipment, spare parts and training from the Royal Thai Air Force. This contract establishes Thailand as the international launch customer for the U.S. Air Force's latest light attack aircraft. On the new product front, the Beechcraft Denali completed its first plate in November, launching the start of the flight test program. Total revenues were down slightly in the quarter, largely on lower military revenues as expected, reflecting the continued wind down of the H-1 production program, partially offset by higher commercial revenues. In December, Bell completed the first assault improvement modifications of an Air Force CV-22 Osprey. This effort is part of an ongoing process to upgrade the Air Force Osprey fleet. On the commercial side of Bell, we delivered 156 helicopters in 2021, up from 140 in 2020. We also saw solid commercial order activity for the year, reflecting broad-based demand. Moving to Textron Systems. We saw another strong quarter of execution that contributed to a full year margin of 14.8%, up 320 basis points from 2020. During the quarter, we delivered the fourth Ship-to-Shore Connector to the U.S. Navy after its successful completion of acceptance trials. On the Shadow program, systems was awarded an $82 million logistics support contract for 2022. On our common unmanned surface vessel platform, we completed file testing related to the unmanned influenced sweep system program, setting up potential for a production contract award in the first quarter of 2022. Revenues were lower in the quarter as we continue to experience supply chain challenges, including order disruptions in Kautex related to global auto OEM production schedules. At Textron specialized vehicles, we continue to see a strong pricing environment and steady retail demand. Despite the ongoing supply chain challenges, both businesses saw sequential revenue improvements in the quarter. In summary, there were many items to highlight in 2021 across our segments. In aviation, strong order activity and customer demand throughout the year drove $2.5 billion of backlog growth. On the new product front, we continued our product refresh strategy with the introduction of the Citation M2 XLS and CJ4 Gen2 aircraft. Sky Courier completed the flight test program with 2,100 hours of flight test activity, and we expect FAA certification in the first half of 2022. At Bell, we continued our work on the FVL programs. We submitted the proposal for the FLRAA program in September, and the U.S. Army is expected to award the FLRAA program contract in 2022. On FARA, we've made significant progress on the 360 Invictus prototype build with 75% of the effort complete at year-end. We opened the Bell Manufacturing Technology Center, an innovative proving ground to test and refine technologies and processes across Bell's core production capabilities. Textron Systems, ATAC continued to grow its fleet of certified F1 aircraft in support of increased demand on U.S. Air Force, Navy, and Marine Corp tactical air programs. We continued our innovation and development activities with the rollout of the Ripsaw M5 prototype vehicle for the U.S. Army and the Cottonmouth ARV for the Marine Corps. At Textron specialized vehicles, we entered into a strategic collaboration with GM, which will assist our ground support equipment business and electrification of baggage tractors, cargo tractors and belt loaders for use in airports globally. We also introduced the Liberty, the industry's first PTV to offer four forward-facing seats in a compact golf cart-sized platform powered by lithium-ion battery. At Kautex in 2021, we were awarded eight contracts on new vehicle programs for our hybrid electric fuel systems. Looking to 2022 at aviation, we are projecting growth driven by increased deliveries across all product lines and higher aftermarket volume. At Bell 2022 represents the beginning of a transitional period as we expect lower revenues related to military production programs while awaiting a downselect and award on the FLRAA program. At systems, we're expecting flat revenue with growth on ship-to-store and tactical air programs, offset by lower fee-for-service volume. In industrial, we're expecting revenue growth and margin improvement. Within Kautex, we expect increasing volumes from improving OEM auto production. While specialized vehicles, we anticipate improving supply chain conditions and increasing volumes across our products. Earlier in 2021, we launched our eAviation initiative to leverage the resources and expertise across our aviation businesses to develop new opportunities in aircraft-utilizing electric propulsion systems. In 2022, we plan to expand these efforts and increase our investment in developing technologies to accelerate the shift to sustainable flight, including eVTOL and fixed-wing aircraft. With this backdrop, we're projecting revenues of about $13.3 billion for Textron's 2022 financial guidance. We're projecting earnings per share in the range of $3.80 to $4 per share. Manufacturing cash flow before pension contributions is expected to be in the range of $700 million to $800 million. Let's review how each of the segments contributed, starting with Textron aviation revenues at Textron aviation of $1.4 billion were down $201 million from a year ago, largely due to lower aircraft volume, partially offset by higher aftermarket volume. Segment profit was $137 million in the fourth quarter, up $29 million from last year's fourth quarter, largely due to favorable pricing net of inflation of $21 million and improved manufacturing performance. Backlog in the segment ended the quarter at $4.1 billion. Revenues were $858 million, down $13 million from last year, reflecting lower military revenues, partially offset by higher commercial revenues. Segment profit was $88 million -- of $88 million was down $22 million, primarily due to lower military volume and mix. Backlog in the segment ended the quarter at $3.9 billion. At Textron Systems, revenues were $313 million, down $44 million from last year's fourth quarter due to lower volume, which included the impact from the U.S. Army's withdrawal from Afghanistan on the segment's fee-for-service contracts. Segment profit of $45 million was down $4 million from a year ago, largely due to the lower volume. Backlog in the segment ended the quarter at $2.1 billion. Industrial revenues were $781 million, down $85 million from last year, reflecting lower volume and mix of $133 million, largely in the fuel systems and functional components product line, reflecting order disruptions related to the global auto OEM supply chain shortages, partially offset by a favorable impact of $50 million for pricing largely in the specialized vehicles product line. Segment profit of $38 million was down $17 million from the fourth quarter of 2020, primarily due to lower volume and mix, partially offset by favorable impact from performance. Finance segment revenues were $11 million, and profit was $2 million. Moving below segment profit, corporate expenses, and interest expense were each $29 million. Our manufacturing cash flow before pension contributions was $298 million in the quarter and $1.1 billion for the full year. In the quarter, we repurchased approximately 4.5 million shares, returning $335 million in cash to shareholders. For the full year, we repurchased approximately 13.5 million shares, returning $921 million of cash to shareholders. Turning now to our 2022 outlook. At Textron aviation, we're expecting revenues of about $5.5 billion, reflecting higher deliveries across all our product lines and increased aftermarket volume. Segment margin is expected to be in the range of approximately 10% to 11%, reflecting higher volume, favorable pricing and increased operating leverage. Looking to Bell, we expect revenues of about $3 billion, reflecting lower military volume, primarily related to lower H-1 production. We're forecasting a margin in the range of about 10% to 11%, largely due to the lower military volumes and continuing high levels of R&D investment. At systems, we're estimating revenues of about $1.3 billion with a margin in the range of about 13.5% to 14.5%. At industrial, we're expecting segment revenues of about $3.5 billion on higher volumes at Kautex and specialized vehicles. We're estimating industrial margins to be in the range of about 5.5% to 6.5%. At finance, we're forecasting segment profit of about $15 million. Moving to slide nine. On a consolidated basis, we're expecting earnings per share to be in the range of $3.80 to $4 per share. We're also expecting manufacturing cash flow before pension contributions to be about $700 million to $800 million, which includes an approximately $300 million impact from a change in the R&D tax law beginning in 2022. Looking to slide 10. We're projecting about $150 million of corporate expense, which includes $30 million of investment in eAviation. We're also projecting about $120 million of interest expense and a full year effective tax rate of approximately 18%. Looking to the other items and turning to slide 11. We're estimating 2022 pension income to be about $120 million, up from $30 million last year. Turning to slide 12. R&D is expected to be about $585 million, down from $619 million last year. We're estimating capex will be about $425 million, up from $375 million in 2021. Our outlook assumes an average share count of about 219 million shares in 2022. ","q4 adjusted non-gaap earnings per share $0.94 from continuing operations. q4 earnings per share $0.93 from continuing operations. sees fy earnings per share $3.80 to $4.00. sees 2022 revenues of approximately $13.3 billion, up from $12.4 billion. expects full-year 2022 earnings per share will be in range of $3.80 to $4.00. aviation backlog $4.1 billion at year-end, up $655 million in quarter and $2.5 billion full year. bell backlog at end of q4 was $3.9 billion. " "I'm Amir Rozwadowski, head of investor relations for AT&T. Joining me on the call today are John Stankey, our CEO, and Pascal Desroches, our CFO. Before we begin, I need to call your attention to our safe harbor statement. Results may differ materially. Additional information is available on the Investor Relations website. And as always, our earnings materials are on our website. In addition, the FCC Spectrum Auction 110 results have been announced, but we're still in the quiet period, so we're limited in what we can say. I hope you're all doing well, and a belated happy new year to all of you. 1.5 years ago, we began simplifying our business strategy to reposition AT&T for growth. As you can imagine, this was a significant undertaking requiring us to not only focus our operational efforts toward growing customers, but also doing so in a manner that set us up for an improved profit trajectory in the coming years. Simultaneously, we took on the task of structuring our communications, video, and media businesses in a manner that ensures their future success with the right capital structures, access to capital, and most importantly, the ability to drive better returns in a manner consistent with their respective market opportunities. I'm pleased with the results our teams delivered last quarter, last year, and for the last six quarters while this repositioning was underway. We finished last year with strong momentum in growing customer relationships, achieving outstanding yearly subscriber growth across Mobility, fiber, and HBO Max. In Mobility, strong network performance and a consistent go-to-market strategy helped us lead the industry with about 3.2 million postpaid phone net adds. That's more customers than we added in the prior 10 years combined. We achieved this growth the right way with full year Mobility EBITDA up about $1 billion. In fiber, we ended the year with a great build velocity, passing more than 2.6 million additional customer locations. We added more than one million fiber subscribers for the fourth consecutive year, and full year broadband revenues were up 6.5% as we returned our Consumer Wireline business to revenue growth. We also surpassed our high-end guidance for global HBO Max and HBO subscribers, adding 13.1 million subscribers in 2021, more than any year in HBO's history. HBO Max and HBO now reaches a base of 73.8 million subscribers globally. WarnerMedia is well positioned as a dynamic global business. In addition to growing customer relationships, we also continue to make great progress in repositioning our operations to be more effective and efficient. We achieved more than half of our $6 billion cost savings run rate target, which we've reinvested into operations supporting our growth. This includes simplifying and enhancing our customer experience, which has resulted in higher customer self-service, lower customer churn and greatly improved mobility NPS and industry-leading fiber NPS. We also continue to rationalize our low-margin Business Wireline services as we reinvest savings into segments that support improving returns. video assets in Vrio to our pending WarnerMedia transaction. Together, these and other asset monetizations will generate more than $50 billion, and AT&T shareholders will own 71% of one of the world's foremost media companies in the new Warner Bros. We also continue to generate meaningful levels of free cash flow, nearly $27 billion in 2021, a number we feel good about when looking at our business after the WarnerMedia transaction. So to summarize, we did what we said we were going to do last year. I'm really proud of what our team has accomplished, and we're very pleased with the momentum we have. Turning the page to this year, we'll be consistent in focusing on these same three operational and business priorities. Now that our asset disposition initiatives are largely complete, I expect we'll take our execution to the next level. To that end, we're encouraged with how the process for the WarnerMedia deal is progressing and now expect the transaction to close in the second quarter. Going forward, we aim to be America's best broadband provider powered by 5G and fiber, and defined by greater ubiquity, reliability, capacity, and speed. We're confident we can achieve that because in wireless, our focus will be continuing our subscriber momentum while increasing the pace of our 5G deployment. We're confident in our ability to compete with 5G and our disciplined approach to selectively targeting and taking share in underpenetrated segments of the consumer and business marketplace. While we're still in the quiet period, I can share that we're very pleased with the results of Spectrum Auction 110. We received 40 megahertz of quality mid-band spectrum that we can begin to put into service this year, and we plan to efficiently deploy it with our C-band spectrum using just one tower climb. We're on track to cover 200 million POPs using mid-band spectrum by the end of 2023. And our network is only going to get better as we effectively deploy our new spectrum holdings. In wired broadband, we have the fastest-growing fiber network and expect to capitalize on the expansion of our fiber footprint and accelerate subscriber growth. The best-in-class experience we provide is getting even better with our multi-gig rollout, which brings the fastest Internet to AT&T fiber customers with symmetrical 2-gig and five-gig speed tiers. This will truly differentiate how our customers experience the Internet. Coming off an outstanding year with HBO Max, we plan to hand off the business with a strong exit velocity, and we look to further our international momentum and deliver more world-class content for viewers. When the deal closes, the investments made in both content and HBO Max growth, coupled with strong execution by the team, will ensure Warner Bros. Discovery is positioned as a leading global media company with the depth of content and the capabilities required to lead in the next era of media. As we expand our customer base, we'll continue to responsibly remove costs from the business. We have a clear line of sight to achieving more than two-thirds of our $6 billion cost savings run rate target by the end of this year. And importantly, we expect the CD savings start to fall to our bottom line beginning in the back half of the year. Our increased ability to reinvest in our business will fuel growth and allow us to deliver an even better customer experience as we further improve NPS and sustain low churn levels. As we expand our fiber reach, we'll be orienting our business portfolio to leverage this opportunity and stabilize our Business Wireline unit by growing connectivity with small to midsized businesses. We also plan to use our strong fiber and wireless asset base, broad distribution and converged product offers to strengthen our overall market position. We're now at the dawn of a new age of connectivity where customers want more consolidated and integrated offers, and we're well positioned to meet that demand. Our 5G network is already the best and most reliable. And it will be enhanced by our accelerated fiber expansion in 5G spectrum deployment, a great reputation for advanced and reliable networking and our expertise to bring it all together for the customer. We remain laser-focused on reducing debt, and we'll strengthen our balance sheet by using proceeds from the WarnerMedia transaction to achieve a 2.5 times net debt to adjusted EBITDA by the end of 2023. We also expect to remain a top dividend-paying company after deal close, with a dividend payout in the $8 billion to $9 billion range where anywhere in that range should rank us among the best dividend yields in corporate America. We're now in the middle innings of our transformation, and the momentum we have is real and sustainable. We're well positioned post deal close to have a capital structure and balance sheet that puts us in an attractive position relative to our peers. In addition, we believe it provides us with the financial flexibility to invest significantly in our business and the flexibility to pursue additional shareholder value creation initiatives over time. We look forward to giving you more detail at our virtual analyst event, which we expect to host in March. Slide 6 should look familiar. As our pre-release earlier this month already indicated, we continue to deliver growth in postpaid phones, fiber, and HBO Max. John just highlighted our full year results. We're really pleased with them and expect the momentum we've built in 2021 to carry over to 2022. Let's now take a look at our financial summary on Slide 7, starting with revenues. Adjusted EBITDA was down 8% for the quarter on a comparable basis. Growth in mobility was more than offset by a decline at WarnerMedia from the increased HBO Max investment, the new DIRECTV advertising channel arrangements, and lower contribution from basic networks. Our consolidated operating income results continue to be impacted by certain retained costs from DIRECTV that are in the process of being rationalized. Apart from WarnerMedia's contributions, our Communications segment EBITDA was up approximately 2% for the quarter. Adjusted earnings per share for the quarter was $0.78. In addition to merger amortization, adjustments for the quarter were made to exclude our proportionate share of DIRECTV intangible amortization and a gain in our benefit plan. For the year, earnings per share was up nearly 7% with strong organic growth in mobility, lower interest, lower benefit costs, and higher investment gains. We exceeded our free cash flow guidance for the year. For the quarter, cash from operations was $11.3 billion, spending increase year over year with capex of $3.8 billion and gross capital investments totaling $4.9 billion. Free cash flow for the quarter was $8.7 billion even with a year-over-year increase of $1.4 billion in capex. For the full year, free cash flow was $26.8 billion despite an increase in capex of about $900 million and more than $4 billion in higher cash content costs. Our total dividend payout ratio was about 56%. This included cash distributions from DIRECTV of $1.9 billion. Let's now look at our segment operating results, starting with our Communication business on Slide 8. For the second consecutive quarter, our Communications segment grew both revenues and EBITDA. A big part of that growth was driven by our increasing strength in mobility, which turned in another solid quarter. Service revenues were up 4.6% for the quarter and 3.7% for the year driven by postpaid and prepaid subscriber gains. Postpaid phone churn continues to run at low levels and in fact, hit a record low for the full year. Our strong subscriber momentum continues with industry-leading postpaid phone growth. Prepaid also continues to deliver impressive results with phone churn less than 3% and revenues up mid-single digits. Cricket momentum continues with strong ad and phone churn substantially lower than 3%. Mobility EBITDA was up more than $300 million, driven by growth in service revenues and transformation savings. This growth comes without a material return to international roaming and with 3G shutdown costs of about $130 million during the quarter. We remain on track to successfully shut down our 3G network next month and expect 3G shutdown impacts to peak in the first quarter of 2022 at about $250 million. In addition, we expect another $100 million of expense in the first quarter associated with investment in our FirstNet operations and the completion of support funding for the CAF II program. Business Wireline EBITDA margins continue to be stable as we rationalize our portfolio of low-margin products. This rationalization process will continue in 2022. And as we lap the beginning of this process, we should see improving revenue trends in Business Wireline in the latter part of 2022. We believe we're really well positioned in the enterprise space. And there is an interesting dynamic as public and private networking stock. We have the account management infrastructure, the consulting expertise and the capabilities to support those businesses through that evolution as converged wireline and wireless solutions become the norm. At the same time, we're energized by the opportunities that our fiber expansion creates in the small to midsized business segment, and we plan to be more active there going forward. Turning to Consumer Wireline. Our fiber customer growth and fiber network expansion continues. And we continue to win share wherever we have fiber. We added 271,000 fiber customers even in a traditionally slow fourth quarter. And our fiber network continues to get even better with our new multi-gig speeds for AT&T fiber. Driven by our strength in fiber, total Consumer Wireline revenues were up for the third consecutive quarter. We had sequential EBITDA growth in the fourth quarter. Segment EBITDA did decline year over year due to a onetime pandemic-related benefit in last year's fourth quarter and higher network costs, including storms in the quarter. Let's move to WarnerMedia's results, which are on Slide 9. WarnerMedia revenues were up 15.4%, led by strong content licensing and D2C growth. D2C subscription revenues grew 11%, reflecting continued success of HBO Max, partially offset by lower wholesale revenues related to the termination of our arrangement with Amazon at the end of the third quarter. Content and other revenues were up 45%, reflecting higher TV licensing and theatrical releases. Advertising revenues were down about 13% primarily due to lower audiences with tough comparison to the political environment in last year's fourth quarter. Costs were up year over year due to a significant increase in programming and marketing, including the international launch costs for HBO Max. Incremental HBO Max investments for the quarter was approximately $500 million. The fourth quarter also included the impact of about $380 million in DIRECTV advertising revenue sharing cost. We also launched some incredible content in the fourth quarter, including the premiere of the hit series And Just Like That and the third season of Succession. With the production team operating close to full throttle, we expect peak content investment in 2022 with an even stronger release schedule, including Batman, Winning Time: The Rise of Lakers Dynasty and the highly anticipated Game of Thrones prequel House of the Dragon. Now let's look at our 2022 guidance on Slide 11. What we're showing you today is a full year view of our consolidated revenue outlook excluding DIRECTV and Vrio from both periods. Our outlook does include a full year of expected results for WarnerMedia and Xandr. We also included our full year expectation for WarnerMedia's stand-alone contribution to help you model post close. We now expect the WarnerMedia Discovery transaction to close in the second quarter. Given this, we plan to update guidance for Remainco at our upcoming virtual analyst event in March. Until then, let me walk you through our expectations for the year. First, we expect consolidated revenue growth in the low single-digit range with wireless service revenue growth of about 3% plus for the full year. Mobility EBITDA is expected to grow low single digits plus over the course of the year as we continue to take disciplined share of subscribers with attractive long-term value. As noted earlier, several onetime related impacts such as peaking 3G network shutdown costs are expected to impact year-over-year EBITDA trends in the first quarter. Consumer Wireline revenues and EBITDA are expected to grow on improving fiber subscriber trends. However, we expect front-end loaded investments to impact first quarter year-over-year EBITDA trends as we ramp up promotional efforts around our new multi-gig offering. As noted earlier, we expect year-over-year comparison pressures to ease in our Business Wireline segment through the course of the year. However, we expect product rationalization to peak in the first quarter, resulting in more pronounced margin pressures in the first part of the year before recovering in the back half of the year. Consolidated adjusted earnings per share is expected to be in the $3.10 to $3.15 range. This guidance reflects WarnerMedia's declining contributions due to anticipated investment initiatives, a 200 basis point increase in our effective tax rate and no anticipated investment gains. We also expect adjusted equity income contributions from DIRECTV to be about $3 billion for the year. Look for more details on our earnings outlook during our upcoming virtual analyst event. Gross capital investment is expected to be in the $24 billion range and capital expenditures in the $20 billion range. Free cash flow is expected to be in the $23 billion range. That includes expected DIRECTV cash distribution of approximately $4 billion and $2 billion in higher expected cash taxes in 2022, reflecting the expiration of the immediate expensing of R&D and lower limitations on interest expense deductions starting this year. We expect WarnerMedia's full year contributions when including Xandr to be revenues in the $37 billion to $39 billion range, EBITDA in the $6 billion to $7 billion range, and free cash flow contribution of approximately $3 billion as we expect 2022 to be the peak investment year for HBO Max. We're now ready for the Q&A. Operator, we're ready to take the first question. ","at&t - qtrly earnings per share $0.69; qtrly adjusted earnings per share $0.78; qtrly consolidated revenue $41 billion versus $45.7 billion. at&t - qtrly mobility service revenues $21.1 billion, up 5.1%; qtrly warnermedia total revenue $9.9 billion, up 15.4%. at&t - at quarter-end, there were 73.8 million global hbo max and hbo subscribers; qtrly domestic subscriber arpu was $11.15. at&t - qtrly results that showed continuing customer growth in wireless, fiber and hbo max. at&t - 271,000 at&t fiber net adds in quarter for consumer wireline. at&t - expects to close in warnermedia transaction in second quarter. at&t - for 2022, including warnermedia and xandr, co sees consolidated revenue growth in the low-single digits range. at&t - for 2022, including warnermedia and xandr, co sees adjusted earnings per share from $3.10 to $3.15. at&t - for 2022, including warnermedia and xandr, co sees gross capital investment in the $24 billion range. at&t - for 2022, including warnermedia and xandr, co sees free cash flow in $23 billion range. at&t - for 2022, co sees revenue contribution for warnermedia and xandr to be in $37 billion to $39 billion range. " "So the first quarter results were very good, looking at it from both year-ago comparisons and then to go back to two years ago comparison, pre-COVID. Revenues were up 39% and versus two years ago, they were up 9%, so the pre-COVID timeframe. EBITDA grew 119% versus year ago this quarter -- this year and then up 62% versus two years ago, so both give us a strong start for fiscal 2022. In fact, it gives us confidence to firm up our full year guidance and increase it modestly even after considering the impact of some of these micro -- macro headwinds that we're looking at right now such as labor, raw material increases and supply chain challenges. So Craig and Eddie will take you through those details in the next few minutes, but here are four trends that we're seeing coming out of the first quarter. The first one is the diversity of our geographic portfolio, it is a strong positive for us, so this quarter, Brazil and Asia had a very strong Q1. North America came in right above what we forecasted, but they could have done better. The labor shortages in the U.S. kept us from producing to demand, and we expect that that headwinds probably going to persist through quarter two. And then in the second half of the year, we expect to see some improvement in that trend. Then, I think you can expect North America to start contributing more to our growth. The second trend coming out of the first quarter was REPREVE sales growth continues to build. So you look at REPREVE sales versus year ago first quarter was up 39% and then from two years ago, pre-COVID, it was up 27%. I think, customers right now are continuing to step up their commitment to recycled materials in apparel and footwear and auto and we've had numerous positive customer wins over the last quarter. The third trend is productivity and the investment in EvoCooler technology and our operation will provide strong long-term productivity and we will begin seeing a little bit of that in the fourth quarter of this fiscal year. The production on the current small scale that we rolled out is meeting our expectations in terms of efficiency and output. And the fourth trend is labor and labor in the U.S. is a challenge right now. Our manufacturing and HR teams have been working on the obvious fixes such as labor rate and benefits to make sure that we remain competitive in the marketplace. However, they have discussed -- they discovered several longer term solutions by conducting front line employee round tables in our plants. We've asked our employees what can we do to make their jobs more fulfilling and to keep them with us for a longer time and they've come up with several very interesting improvements that are pragmatic and they're being implemented, everything from the quality of training and the amount of training to changing the way that the work gets done. We sometimes forget, I think that the employees that are closest to the action can solve problems probably better than anyone else in the company. So, we'll share more of this with you in the upcoming quarters. So all-in-all, a good start to the fiscal year. There is still a great deal of work to do, but we're optimistic about the outlook. As Al mentioned, our first quarter fiscal 2022 results surpassed our initial expectations and the strong results reflect the flexibility of our global business model, our strong presence in each region and the hard work and dedication of each and every one of our employees who as we like to say at Unifi are working today for the good of tomorrow. We continue to be grateful for the daily contributions our employees make to our company and to our customers. Their commitment to Unifi has allowed us to continue operating a strong business, while navigating the recovery. On Slide 3, we provide an overview of the quarter and as Al said, we are executing very well, driving growth and proving out how resilient our business model has become. Q1 revenues were up 6% sequentially, slightly ahead of our expectations and up 39% on a year-over-year basis. Alongside our focus on meeting customers' expectations, the growing demand for our core products and product lines in each region contributed to the increased revenues, which of course naturally translated into significant year-over-year profit growth. Despite Q1 exceeding our initial expectations, we had to navigate several cost headwinds and input constraints. Hiccups in the supply chain from global logistics stoppages and domestic labor shortages placed even more pressure on each business segments. Despite of these difficulties, our teams' quick actions ensured no meaningful disruptions to our lines of business. I'll break down our execution as well as some of the challenges we faced during Q1 by region. In Brazil, the volatility remains post the regional shutdowns that impacted our business in April and May period. In fiscal Q1, the volatility in the market was driven by the rising freight costs from China, the uncertainty in the exchange rate and the rising cost of textured yarn and Asia, all of which has increased the local market price for textured yarn. The situation has been compounded by inflation concerns, which are increasing at a pace not seen in several years. Early indications are this may have some impact on demand. However, this may actually result in customers consuming more locally produced yarns, which would help us gain market share. This is something that will remain on our radar as we move through the rest of the fiscal year and we will keep you updated on this. Despite all of this, as you can see we had another excellent quarter in Brazil. In the U.S. and Central America during the quarter, we continue the process of catching up with raw material and other cost increases through proactive selling price adjustments. We have additional work to do in this area as we can already see that polyester and nylon raw material prices are rising as a result of the recent increase in crude oil prices. While this is a very painful process, it is something our customers are facing too and like us, they are having to pass on their input cost increases to their customers. In the U.S. specifically, like many other businesses also faced labor challenges. We see this as an opportunity to become a better employer and are allocating more resources into training and retention. Fortunately, the elimination of the federal subsidy at the beginning of September has once again brought more people into the workforce, and we are taking advantage of that. It should be noted that the impacts of COVID are still being felt primarily in our manufacturing plants, resulting in us having to quarantine a number of employees. Unfortunately, we have also lost a few of our employees to the virus, and our thoughts go out to their families and friends. Lastly, we have experienced a few delays in the supply -- extended the lead times of certain products, but nothing that is truly disruptive to business. And in Asia, we experienced a very positive start to the quarter with continued sales increases in our REPREVE brand and other value-added products. As you are aware, there are some concerns at the Chinese central government label around the energy consumption and air pollution levels and this placed some pressure on the business at the very end of the quarter. We are seeing minor caution from customers and suppliers who are battling COVID lockdowns and energy cuts. This situation remains volatile and introduces some uncertainty for the short term. We do expect to overcome these challenges in the next few months as the demand is usually strong leading up to the Lunar New Year, which this year is at the very beginning of February. Ascending back to the consolidated business. It's great to see the progress we have made toward our fiscal 2022 and longer term goals in the face of these multiple headwinds. We remain committed to maintaining a solid financial position and our current balance sheet provides a strong backbone for us to execute on growth-focused capital allocation priorities. Beyond the financials, we continue to observe a growing number of customers shifting their commitments to making products using recycled material. During the first quarter, we shipped more than 23 million hang tags to brand customers. You will note that on Slide 4, products made with REPREVE fiber comprised 37% net sales, consolidated net sales increasing from 36% in the first quarter of fiscal 2021. This growth is regional and is primarily in our Asia, U.S. and Central American revenues. Our REPREVE momentum into new textile sectors and multiple brand adoptions across Europe has been very strong. Last month TenCate protective fabrics, a traditional workwear and industrial textiles company from the Netherlands began marketing, it's Tecapro line of workwear using inhibits taking -- REPREVE inhibit taking REPREVE further beyond traditional fashion textiles and into protective wear. This is the first time our multi-functional REPREVE inhibit value-added combination is being used in flame retardant workwear to add in a sustainable twist to a highly durable products. TenCate chose REPREVE inhibit for quality, reliability, reputation, traceability and transparency and we've been excited to help them tell the sustainable and flame retardant story through a variety of co-marketing mediums. REPREVE's strength in the Turkish market continues, with a new line of denim by Mavi jeans. Mavi jeans launched a nationwide TV commercial that showcases their adoption of recycled polyester in the new line of jeans. Other recent adoptions by European brands include French brands Jules and the German brands Marc O'Polo, Duke and Street One owned by CBR Fashion Group. One of Inditex' brands Massimo Dutti has continue to roll out products using REPREVE RO. In the U.S., we continued to see strong co-marketing in the menswear segment. Haggar has launched a new line of suit separates in a variety of fits under the name Smart Wash REPREVE suits. And I know from talking to employees and having direct conversations with them, it's a proud moment when they walk into are Kohl's or JCPenneys or go online and see this iconic U.S. brand shout out their sustainability story, which is based on REPREVE. Going outside of the apparel market, our placements in the global homes good sector continues, with a new launch of several CD mattresses in Canada that feature REPREVE. Now turning to our operating segment performance during the first quarter. I'll provide some high level comments before Craig walks you through more specific details. Strength in our polyester and nylon segments persisted in the first quarter and benefited from strong sales momentum with robust customer demand. Our commercial and manufacturing teams have done a tremendous job navigating the headwinds I mentioned previously and we remain optimistic about the sales mix and pricing dynamics going forward for this segment. The Asia segment demonstrated another strong quarter and volumes increased due to pull through on new and existing customer programs. Shutdowns and uncertainty in Vietnam and Southeast Asia have not impacted us perhaps as much as other companies since it's a smaller part of that business. While we do anticipate some soft spots in China based on new temporary shutdown mandates related to managing energy level there, businesses are still running and the demand for sustainable yarns has never been higher. I'm confident that the teams' continued focus on meeting the ever-increasing sustainability and value-added demands of their customers will help us weather these challenges. As mentioned by the financial performance, the Brazilian team has continued to do an exceptional job. During the first quarter, the strong price mix performance increased sales over 50% from the year ago quarter, driving more than 100% increase in gross profit dollars. Looking forward, we continue to anticipate a degree of moderation in profit from this region with the full year gross margin settling just below 20%. Last week, the U.S. Department of Commerce announced its final determinations that imports of polyester textured yarn from Indonesia, Malaysia, Thailand and Vietnam are being unfairly sold below their fair value in the U.S. The financing dumping duty deposit rates range from 2% to 56% and are currently in effect. The next step in these trade cases will be the U.S. International Trade Commission's final determination, which is scheduled for November 30th. With that, I would call the -- call over to Craig. The remainder of our financial statement metrics were generally consistent with our expectations as it relates to overall SG&A spending, our effective tax rate and the amount outlaid for capital expenditures and working capital associated with our investments in the business and our strong sales performance. Consolidated net sales increased 38.5% from $141.5 million to $196 million, primarily due to business recovery we have seen over the last five quarters of sequential sales growth. For the Polyester segment, the single-digit volume change was muted partially by the labor pool challenges Al and Eddie mentioned earlier. The price and mix change demonstrates the selling price adjustments that have been made over the last several months in response to rising input costs although we have not fully normalized the portfolio for today's cost levels. In Asia, the sales volume growth again demonstrates new and existing customer programs that continue to be successful on the REPREVE platform, while higher pricing associated with raw material costs was offset by a greater mix of lower priced products. In Brazil, momentum surrounding higher pricing and market share continued to benefit revenues, as pricing was up over 50%, driving a significant change in quarterly revenues for that segment. And nylon exhibited stability with much higher sales and production volumes to start off fiscal 2022. Turning to Slide 6. Polyester demonstrated significant gross profit and margin improvement, despite labor inefficiency challenges in the current environment and some pricing lags. The gross margin increase of 260 basis points is very commendable under today's circumstances. The Asia segment's volume growth led to a $2.4 million improvement in gross profit as that segment continues its strong year-over-year growth trajectory and remains a significant component of the global commercial model. In Brazil, our agility against competition and commitment to deliver high value to the market allowed us to maintain strong pricing levels and market share, double gross profit and driving margin improvement of 910 basis points. Lastly from a segment performance perspective on slide 7 and 8, we've included a two-year GAAP comparison for enhanced understanding of this just completed quarter's performance. Slide 7 shows the consolidated sales increase of 8.9% from the same quarter two years prior lifted by a healthy combination of volume, pricing and mix across our segments. Slide 8 provides a gross profit overview for the two-year comparison. Shown here, the Polyester segment exhibited strength against the previously discussed headwinds. The Asia segment exhibited a 430 basis point increase in gross margin with recent mix and efficiency gains and the Brazil's segment exceptional performance is highlighted with the comparable doubling of gross profit. Again, we are pleased with the progress made across our portfolio over the last several quarters. Moving on to Slide 9, which provides a brief update on our balance sheet and capital allocation priorities. We continued to have zero borrowings on our ABL revolver, which had an availability of $74 million as of September 26, 2021. Under our balanced approach to capital allocation, we expect to continue to invest in the business to drive innovation and organic growth, maintain a strong balance sheet and remain opportunistic with share repurchases and M&A opportunities. Before I pass the call back to Eddie, I'm pleased to announce that Unifi will be hosting an Investor Day event in February 2022. The event will be hosted by our leadership team at our manufacturing facilities in North Carolina. We believe it's important for our investors to explore our world-class facilities first hand. More details will be released on this event in the near future. However, doing so will mean continuing to remain nimble as we navigate the numerous market dynamics. These include inflationary pressures, particularly related to the cost of recycled inputs, energy shortages in Asia that have resulted in temporary slowdowns for several of our customers and suppliers, uncertainty related to the continued impact of the pandemic and ongoing labor pool constraints in the U.S. Again, our team has done a tremendous job navigating all these headwinds and I believe they will continue to do so. We will keep a close eye on all of these issues as we progress through each quarter. Looking forward, we are excited by recent trends in our REPREVE and other value-added products. Our expectations remain positive on these developments and will continue to be driven by our innovation and commercial teams and we anticipate them to grow long term. Our strong performance during the first quarter reflects our regional focus, global commercial model, innovation pipeline and the upside potential each has even when stressed with challenges in the broader market. For the second quarter that ends in December 2021, we expect net sales to range between $185 million and $190 million and after consideration for seasonally higher SG&A level, some normalization of Brazil segment profitability and recent increase in oil prices, we expect to achieve an adjusted EBITDA between $14 million and $15 million. For the full year fiscal 2022, we expect sales to surpass $750 million, representing a 12% or more increase from fiscal 2021's revenues. We expect adjusted EBITDA to grow from the fiscal 2021 level in a range between $65 million and $67 million and our effective tax rate guidance remains in the range of 35% and 40%, while our capital expenditures will range between $40 million and $44 million. We will continue to focus on partnering with global brands and retail leaders who want to position themselves using sustainable products. As stated on previous calls, we believe the importance and demand for sustainability will only grow and consumer behavior attest to that. We remain dedicated to innovating and repositioning the business to drive long-term organic growth. ","q1 sales $196 million. sees q2 sales $185 million to $190 million. sees sales volume and repreve fiber sales growth driving fiscal 2022 net sales to $750 million or more. " "We'd like to highlight just a couple of developments and business trends before opening the call up to questions. On a combined basis, these items had a net favorable impact on after-tax earnings of approximately $30 million during the second quarter of 2021. Even if one chooses to ignore the favorable impact entirely, our earnings during the quarter still exceeded our internal forecast by a wide margin. For most of the second quarter, we experienced a continued decline in the number of COVID-19 patients being treated in our hospitals and a corresponding recovery in the number of non-COVID patients. As a result, most of our key volume metrics, including acute and behavioral patient days, emergency room visits and surgical cases grew to levels approaching those that we were tracking before the pandemic began. This robust recovery in volumes exceeded the pace of our original forecast and drove the favorable operating results even in the face of continuing labor pressures in both of our business segments. Our cash generated from operating activities was $119 million during the second quarter of 2021 as compared to $1.45 billion during the same period in 2020. The decline in cash provided by operating activities was driven by the previously announced early repayment of $695 million of Medicare accelerated payments, which were received by us during 2020 and repaid to the government during the first quarter of 2021. We spent $482 million on capital expenditures during the first six months of 2021. At June 30, 2021, our ratio of debt to total capitalization declined to 35.7% as compared to 38.3% at June 30, 2020. As previously announced, we resumed our share repurchase program in the second quarter of 2021 after suspending it in April 2020 as the COVID volume surged for the first time. During the second quarter of 2021, we repurchased approximately 2.21 million shares at an aggregate cost of $350 million. And yesterday, our Board of Directors authorized a $1.0 billion increase to our stock repurchase program, leaving $1.2 billion remaining authorization. We were extremely pleased with our second quarter 2021 operating results, which we noted were well ahead of our internal forecast. As a consequence, we also raised our full year earnings guidance, including an approximately 6% to 8% increase in our full year forecasted adjusted EBITDA. I would note that during the past four to six weeks, many of our hospitals have experienced significant surges in the number of COVID patients, and it is not evident that this surge has yet reached its peak. Given the uncertain impact of this most recent surge on non-COVID volumes and on labor shortages, we based our guidance for the second half of the year, primarily on our original internal forecast. ","universal health services increases 2021 fy earnings guidance. " "Our SEC filings can be found in the Investors section of our website at unum.com. Net income for the second quarter of 2021 included the after-tax cost related to the early retirement of debt of $53.2 million or $0.26 per diluted common share. The after-tax amortization of the cost of reinsurance of $15.5 million or $0.08 per diluted common share, an after-tax impairment loss on the right-of-use asset related to one of our operating leases for office space we are no longer using to support our general operations of $11 million or $0.05 per diluted common share, a net after-tax realized investment gain on the company's investment portfolio of $600,000 or $0.01 per diluted common share and a net tax expense related to a U.K. tax rate increase of $24.2 million or $0.12 per diluted common share. Net income in the second quarter of 2020 included an after-tax impairment loss on the right-of-use asset of $10 million or $0.05 per diluted common share and a net after-tax realized investment gain of $25.4 million or $0.12 per diluted common share. So excluding these items, after-tax adjusted operating income in the second quarter of 2021 was $286.2 million or $1.39 per diluted common share compared to $250.1 million or $1.23 per diluted common share in the year ago quarter. I am very pleased with our second quarter results. We showed a 13% increase year-over-year in after-tax adjusted operating income to $1.39 per share. These improved results were driven in large part by the significant decline in COVID-related mortality this quarter and by excellent performance in our investment portfolio. Given our strong second quarter results, we are raising our outlook for full year 2021 growth in after-tax adjusted operating income per share to a decline of approximately 1% to 3% compared to our previous outlook of a decline of 5% to 6%. We believe we're making good progress to returning to our pre-pandemic levels of profitability and margins over the coming quarters with the trajectory of that improvement dependent on the developing trends in COVID and the Delta variant. Embedded in our expectations is that COVID mortality will improve but only slightly in the third and fourth quarters. In many ways, results for this quarter played out in line with our expectations, with declining mortality impacts, solid underlying premium trends and further strengthening of our healthy capital position. This quarter was also highlighted with some areas of positive upside relative to our expectations. Most notably, we saw continued excellent returns from our alternative investment portfolio, which is benefiting from the strong financial markets and growth in the economy. We also saw a record level of quarterly operating income for Colonial Life along with an impressive recovery in sales. And rounding it out, we had favorable underlying benefits experience from our Closed Block business lines, both long-term care and the Closed Disability Block. In addition to the positive trends we saw this quarter, I am pleased that our indicators continue to support our expectation of generating slightly positive growth in premium income in our core business segments this year with further improvement expected into 2022. Sales trends are emerging in line with our expectations at our primary business lines within Unum US. And Colonial Life showed very strong results this quarter with over a 50% increase from the year ago quarter, a good indicator of consumer interest in the basic financial protection products we offer. It also highlights that the agency model of Colonial Life is quite resilient as we saw some of the most pronounced headwinds in the early stages of the pandemic. In addition to sales trends, we remain very encouraged with the strong levels of persistency we're seeing across the majority of our business, which provide a solid base to grow. Finally, we're seeing a pickup in natural growth primarily from higher wages in many sectors of the economy as we continue to build back premium income that was impacted by the sharp spike in unemployment in the first half of 2020. The environment we are seeing today is quite good for our core business. We often talk about wage inflation, but you have to add to the mix there is renewed recognition for the need to prepare for the unexpected. And in a competitive world for talent, employers are looking to ensure that they have competitive benefits package for their current and prospective employees. Turning to our capital position at quarter end. It remained very healthy as well, with holding company cash of $1.7 billion and weighted average risk-based capital for our traditional U.S. insurance companies at 375%. Both of these measures are in excess of our targets and provide substantial flexibility for us going forward. Additionally, this quarter, we successfully completed a 30-year debt issue and redeemed a shorter high-coupon maturity, enabling us to further extend our debt stack while reducing the overall coupon. Leverage remains approximately 28% -- 26% and provides further capital flexibility for us. This strong capital position creates options for us as we look to create value for our shareholders. Our deployment strategy will first focus on continuing to invest in the growth of our core business segments, both organically and through capability-driven acquisitions. We like our position in the employee benefits market, and putting money to work to grow our core franchise is where we are focused. We also expect to be consistent in returning capital to shareholders through dividends, which will increase by 5.3% with the dividend to be paid this month. We do have funds in excess of these needs, so as we look to the future, we are constantly evaluating how to best deploy or hold on to this capital. A key question is how we can use these funds to lessen the challenge to our current share price from the overhang of our legacy LTC block. Our goal is to help reduce the LTC discount in our stock. And in the future, this funding would be utilized in any risk transfer transaction that we explore on a portion of this block should that become an option for us. While we are clearly optimistic looking forward, we do see areas of our business that continue to be impacted by the pandemic. Results in our short-term disability line and leave services continue to be impacted by COVID-related claims, which remains stubbornly high. The group life and AD&D business within Unum U.S. returned to profitability in the second quarter after recording losses in the previous two quarters as COVID-related mortality in the U.S. declined materially from the peak levels experienced late last year through the early months of 2021. What we are watching now is that the Delta variant is impacting a younger, unvaccinated population that has different dynamics from what we have seen to date from COVID-19. Recently updated estimates for COVID-related mortality for the third quarter and second half of 2021 are pointing to persistently high counts and only a marginal improvement relative to the second quarter. We continue to watch these trends closely and are reflecting them in our own plans. There is room for optimism, though, as we have started to see employers looking at the role that they might play in getting more of the population vaccinated. As we look at growth in our enterprise, the steps we're taking -- we've taken to run our business more efficiently have freed up funds that we're reinvesting in new products and capabilities that tackle some of today's critical business workplace challenges. During the quarter, we launched our new Total Leave and behavioral health solutions, and we've logged our first sales for both offerings. On the digital front, platforms like My Unum and Colonial Life's improved portal are steadily providing more self-service, real-time capabilities for clients and customers. And new technology we're testing will enhance the digital enrollment experience, automate processes and allow people to interact with us in new ways. Equally important is the work we're doing to strengthen our culture and engage our employees across the enterprise. We've taken steps during the quarter to accelerate and expand our inclusion and diversity journey, and we broaden the scope of our social justice fund to support even more groups facing discrimination. These and many other efforts help place Unum among the Points of Light, Civic 50, and in Forbes Best Employers for Diversity, Best Employers for Women and Best Employers for New Graduates. We're also happy to receive another perfect score on the Human Rights Campaign's Corporate Equality Index and to be named a best place to work for disability inclusion. These efforts and accomplishments reflect the strong culture we have built. We are proud of how it has helped us endure through the challenges of the past 1.5 years and how the engagement of our team will propel us going forward. Now I'll ask Steve to cover the details of the second quarter results. I'll start with the Unum US segment, which reported adjusted operating income for the second quarter of $179.3 million compared to $115.7 million in the first quarter. These results improved significantly due to the improvement in COVID-related mortality in our group life business line, which I'll provide more detail on in a moment. We also saw improved operating income from the supplemental and voluntary line, while income in the group disability line declined compared to the first quarter. Within the Unum US segment, the group disability line reported operating income of $59.9 million in the second quarter compared to $64.1 million in the first quarter. The primary driver of the change was lower net investment income, which largely resulted from a lower level of on calls. Premium income was generally consistent between the two quarters and on a year-over-year basis increased 1.1%. The group disability benefit ratio for the second quarter was 74.7%, which is consistent with the first quarter benefit ratio of 74.8%. We feel the benefit ratio will likely remain at this level over the near term due to the impacts we are seeing from COVID in the Delta variant, which we now believe will likely persist through the second half of the year. Adjusted operating income for Unum US group life and AD&D showed a sharp improvement in the second quarter to income of $5.2 million compared to a loss of $58.3 million in the first quarter. This improvement is consistent with our expectations and largely explained by the significant reduction in COVID-related mortality in the U.S., which declined from approximately 200,000 nationwide observed deaths in the first quarter to approximately 52,000 in the second quarter. We estimate that we incurred approximately 800 excess claims from COVID in the second quarter compared to an estimate of 2,050 COVID claims in the first quarter. Our average size of claim increased in the second quarter by approximately 10% as we experienced a mix shift to a more younger, working-age policyholders who typically have higher benefit amounts. Non-COVID-related mortality had little impact on results this quarter relative to the first quarter as lower incidents was offset by higher average claim size. Now looking ahead to the third quarter, our current expectation for nationwide COVID related mortality of approximately 40,000 compared to approximately 52,000 experienced in the second quarter. Assuming the shift in the mix continues to more younger, working-age individuals with a continued higher average benefit amount, we would estimate third quarter group life operating income to show a modest improvement over second quarter results to approximately $15 million. We are closely watching the impacts emerging from the COVID variants, which have led to increase in estimates for second half mortality expectations. Now shifting to the Unum US supplemental and voluntary lines. We saw an improved quarter with adjusted operating income of $114.2 million in the second quarter compared to $109.9 million in the first quarter. Looking at the three primary business lines. First, we remain very pleased with the performance of the individual disability recently issued block of business both in the second quarter and throughout the pandemic. Though the benefit ratio did increase to 48.4% in the second quarter from 42.4% in the first quarter, it continues to perform quite well compared to our pre-pandemic experience as new claim incidence trends and recovery levels remain favorable. The voluntary benefits line recorded a strong level of income as well. The benefit ratio increased in the second quarter relative to the first quarter, though it did remain consistent with the pre-pandemic results. The benefit ratio in the group critical illness line increased, offsetting the improved experience in the life lines of business. And then finally, utilization in the dental and vision line was higher this quarter, as was the average cost per procedure, pushing the benefit ratio to 77.1% in the second quarter compared to 73.2% in the first quarter. Dental and vision utilization has been volatile since the significant decline in utilization we did experience in the second quarter of 2020. Sales for Unum US in total declined 3.1% in the second quarter on a year-over-year basis compared to a decline of 10.3% in the first quarter. For the employee benefit lines, which include LTD, STD, group life, AD&D and stop loss, total sales declined by 3.1% this quarter. We saw good activity and results in the core markets for group disability and group life. While large case sales were down year-over-year, we are seeing a good level of quote activity in the group markets, which is back to pre-pandemic levels. Sales trends in our supplemental and voluntary lines showed similar improvement in the second quarter relative to the first quarter. For this quarter, total sales declined 3.1% year-over-year compared to the 22.3% decline in the first quarter. Our recently issued individual disability sales increased 4.9%, and dental and vision sales increased 2.4% year-over-year. Voluntary benefit sales were down 7% in the quarter, which is consistent with our view that these sales will take longer to recover. Large case DB sales in particular have a longer sales cycle and are more concentrated around January one effective date. Persistency for our major product lines in Unum US remained in line to higher this quarter relative to the first quarter of 2020, providing a good tailwind for premium growth for the full year and into 2022. We have also seen favorable trends and natural growth in our employee benefits lines primarily from higher wage growth at this point. Now moving to the Unum International segment. Adjusted operating income for the second quarter was $24.8 million compared to $26.4 million in the first quarter and $15.1 million in the second quarter of 2020. The primary driver of these results is in our Unum UK business, which generated adjusted operating income of GBP16.8 million in the second quarter compared to GBP18.6 million in the first quarter and GBP10.1 million in the second quarter of 2020. We are pleased with these results, which showed improved underlying benefits experience particularly in our group life line. The reported benefit ratio in Unum UK, which showed an increase to 82.5% in the second quarter from 75.3% in the first quarter was impacted by the increase in inflation in the U.K. in the second quarter compared to the first quarter. Higher inflation triggers higher inflation-related benefits to certain of our policyholders as well as higher net investment income from the inflation index linked yields in our investment portfolio. The rapid increase in inflation in the U.K. from the first to second quarter did distort somewhat the timing of these two factors and produced a net negative impact of slightly less than GBP three million to adjusted operating income this quarter. This short-term impact to income is expected to balance out over the course of the year. Overall, we are very pleased with the results in our International business with benefit ratios adjusted for inflation for Unum UK improving both on a sequential and year-over-year basis. Premium growth for our International businesses was also favorable this quarter compared to a year ago. Looking at the growth on a year-over-year basis and in local currency to neutralize the benefit we saw from the higher exchange rate, Unum UK generated growth of 3% with strong persistency and the ongoing successful placement of significant rate increases on our in-force block. And Unum Poland generated growth of 12.4%, a continuation of the low double-digit growth this business has been producing. With this growth, our Unum International in-force premium is now at its highest level. Next, we are very pleased with the results generated by Colonial Life, with adjusted operating income of $95.8 million in the second quarter compared to $73.3 million in the first quarter. This record quarterly income level was primarily driven by improved benefits experience and higher net investment income. The benefit ratio improved to 51.7% in the second quarter from 55.4% in the first quarter as experience in the life insurance block improved with the overall decline in COVID-related mortality. Experience in both the accident, sickness and disability lines and the cancer and critical illness line also improved relative to the first quarter. Additionally, net investment income increased on a sequential basis, which was primarily driven by higher income from bond calls. Looking out to the third quarter, we anticipate adjusted operating income to settle back to the low to mid-$80 million range as some of this favorable experience moderates. We're very excited with the rebound in sales activity we experienced in Colonial Life this quarter, increasing 53.7% on a year-over-year basis. While this strong recovery comes off of a COVID depressed result in the year ago quarter, this quarter marks a return to year-over-year growth as face-to-face sales reemerge, and we drive further utilization of our digital sales and enrollment capabilities. As expected, premium income declined 4.3% on a year-over-year basis and will likely continue with negative comparisons for the next couple of quarters until sales volumes have sufficiently recovered. Persistency for Colonial Life continues to show an encouraging trend at 78.3% for the first half of 2021, almost one point higher than a year ago. Then in the Closed Block segment, adjusted operating income was $111.2 million in the second quarter compared to $97 million in the first quarter, both very strong quarters relative to our historical levels of income for this segment. Results this quarter benefited from strong levels of net investment income due to higher levels of miscellaneous investment income, which I'll cover in more detail in just a moment, as well as favorable underlying benefits results in both long-term care and the Closed Disability Blocks. Looking within the Closed Block, the LTC block produced a slightly lower interest adjusted loss ratio of 74.6% in the second quarter compared to 77.7% in the first quarter, both results quite favorable to our long-term expected range of 85% to 90%. Over the past four quarters, the benefit ratio for LTC was 70% excluding the impact of the fourth quarter 2020 reserve assumption update. We continue to see higher mortality experience in the claim a block in the second quarter and estimate that counts were approximately 5% higher than expected. LTC claims incidence was slightly higher in the second quarter, though we have seen higher recoveries on many of these claims, which mitigates the financial impact. Looking forward to the second half of the year, we anticipate that the interest adjusted loss ratio for LTC will likely remain slightly favorable to our long-term assumption range as mortality and incidence trends continue to normalize from the impacts of COVID. For the Closed Disability Block, the interest adjusted loss ratio was 69.6% in the second quarter and 68.9% in the first quarter. The underlying experience on the retained block, which largely reflects the active life reserve cohort and certain other smaller claims blocks we retained, performed favorably to our expectations primarily due to lower submitted claims. So overall, it was a very strong performance this quarter for the Closed Block segment driven by both higher miscellaneous income and favorable underlying benefit experience. We estimate the quarterly operating income for this segment will over time run within the range of $45 million to $55 million, assuming more normal trends for investment income and claim results. So wrapping up my commentary on the quarter's financial results. The adjusted operating loss in the Corporate segment was $48.5 million in the second quarter compared to $38.9 million in the first quarter. We anticipate the quarterly losses in the Corporate segment will moderate in the second half of the year to the low to mid-$40 million range. I'd now like to turn to our investment portfolio, where we are seeing very favorable overall credit trends. First, there were no downgrades of investment-grade securities to high yield this quarter. In fact, we had net upgrades in ratings overall for the portfolio, which generated a small capital benefit to us this quarter. In addition, our internal watch list of potential credit concerns is now lower today than it was coming into the pandemic in early 2020. First, we saw a high level of miscellaneous investment income from bond calls again this quarter as many companies look to refinance higher coupon debt and take advantage of today's lower interest rates and tight spreads. We had approximately $10 million higher investment income from bond calls this quarter relative to our historical quarterly averages. Over the past several quarters, this has been extremely volatile and difficult to predict from quarter-to-quarter. While these bond calls enhance current period investment income, it is a challenge to replace the lost deals in today's low interest rate environment. Second, as I mentioned previously, we continue to see strong performance in the valuation mark on our alternative investment assets, which totaled $51.9 million in the second quarter following a positive mark of $35.9 million reported in the first quarter. Both quarters are well above the expected quarterly positive marks on the portfolio of $12 million to $14 million. This quarter's very strong returns, primarily reflected returns for the period ending March 30, 2021, due to the lags in reporting typical on many of these investments. The higher returns this quarter were generated from all three of our main sectors, credit, real estate and private equity, and reflect the strong financial markets and strong economic growth. It is hard to predict quarterly returns for miscellaneous investment income, but the third quarter so far, we are seeing a continuation of favorable trends in bond call premiums. Moving now to our capital position. The financial position of the company continues to be in great shape, providing a significant financial flexibility. The risk-based capital ratio for our traditional U.S. insurance companies improved to approximately 375%, and holding company cash was $1.7 billion as of the end of the second quarter, which are both well above our targeted levels. During the second quarter, we successfully completed a debt offering issuing $600 million of a 30-year senior note with a coupon of 5 1/8. This was the lowest coupon on a 30-year debt issue in our history. The proceeds from the issue were used to redeem the $500 million of 4.5% issue that would have matured in 2025. And you'll see the debt extinguishment costs associated with the redemption included in our net income this quarter. Importantly, this transaction enabled us to extend the duration of our debt stack and reduce the overall coupon on our outstanding debt. With the issuance and the redemption completed in the second quarter, our leverage ratio currently is 26.2%, providing additional financial flexibility. An important industry development recently was the finalization of the C1 factor changes, which have been under consideration by the NAIC for the past several years. At our outlook meeting this past December, we indicated that our capital plan for 2021 -- in our capital plan for 2021, we assumed a negative impact of approximately $225 million from the adoption of the factor changes. As you are likely aware, the NAIC concluded by adopting a recommendation from Moody's analytics, which are not as impactful to our capital plan as we previously had assumed. We now estimate the impact to our capital position to be less than $70 million rather than the $225 million we had previously projected, a very good outcome for us, which provides upside to our capital expectations for year-end 2021. I'll close my comments with an update to our outlook for 2021. Previously, we expected a modest decline of 5% to 6% for full year 2021 after-tax adjusted operating income per share relative to the 2020 level of $4.93 per diluted common share. Given the strong second quarter results and our updated view on COVID trends, we are revising our outlook upward and now look for 2021 after-tax adjusted operating earnings per share to decline by a range of approximately 1% to 3% relative to 2020. Our underlying performance is expected to remain quite healthy, but COVID and the Delta variant will continue to be an important driver of results. As you'll hear from the rest of the team, we continue to be very pleased with the operational performance of this company through what has been an extraordinary environment. We believe we are well positioned to benefit from today's improving business conditions, and we remain vigilant as the pandemic continues. So let me ask the operator to be open up the session. ","unum group q2 adjusted operating earnings per share $1.39. q2 adjusted operating earnings per share $1.39. full-year 2021 outlook increased. sees decline of about 1% to 3% in after-tax adjusted operating income per share for 2021 relative to 2020. " "The team at Union Pacific continued to demonstrate their capability, as we moved increasing volumes while dealing with challenging capacity constraints in some of our important supply chains. The result was the team delivered all-time record financial results. Our employees are making good on our strategy to serve, grow and win together. This compares to $1.1 billion or $1.67 per share in the second quarter of 2020. While comparisons to the second quarter of last year are skewed by the COVID impact, a comparison to 2019 further demonstrates the impressive results we achieved during the quarter. Our quarterly operating ratio of 55.1% is an all-time record. In addition, we set quarterly records for operating income, net income and earnings per share. These records highlight how the team is running the Union Pacific franchise to deliver results, as we pulled all three profitability levers simultaneously, volume price and productivity. The second quarter also marked an important milestone in our quest to reduce our carbon footprint, as we achieved a second quarter best fuel consumption rate. Locomotive fuel efficiency is the critical element to achieving our goal to reduce greenhouse gas emissions. And we're helping our customers achieve their ESG goals too, as they eliminated 5.7 million metric tons of greenhouse gas emissions in the quarter, by using rail versus truck. While, our financial results were impressive in the second quarter, our customers felt the impact of intermodal supply chain disruptions and costly rail equipment incidents. Within the intermodal space, we've taken numerous actions to mitigate the customer impact, and are actively working with all parties in the supply chain. Even so, it's likely these issues will persist through the end of the year, as the capacity to move boxes from our ramp to the final destination falls short of demand. Relative to rail equipment incidents, while the number and rate improved their impact on the network was notable. We're redoubling our efforts to utilize best-in-class technology, training, and root cause analysis to keep our crews, our customers and our communities safe. To that end, we'll start with Eric and an update on our operations. While we don't see these events impacting us long-term, there's real work to be done to get past them. Moving to Slide 4, taking a look at our key performance metrics for the quarter. It's important to note that year-over-year comparisons are a little skewed. 2020 included a couple historically low volume months at the start of the pandemic. So as Lance said, we've provided a 2019 comparison to give a little more context to more normal, seasonal volumes. Freight car velocity improved from 2019 due to the execution of PSR principles that reduced freight car terminal dwell and improved train speeds. However, we still have work to do to return to running a more fluid network, with the goal to return this metric back to the 220 to 230 miles per day range, we achieved earlier this year. As you can see, our service reliability as measured by trip planned compliance has improved over the time in both service categories. However, current quarterly metrics do not meet our expectations or that of our customers. Disruptions in the international supply chains especially in the intermodal space have impacted our network significantly. At the expense of our own service metrics, we chose to help reduce port congestion by moving more assets into dock operations. But that West Coast port congestion has now moved east, and is affecting some of our inland terminals, most notably in Chicago. We are working proactively with our commercial team and ocean carrier customers to address the congestion, while continuing to sustain shipment volumes, to and from the ports. To help alleviate the congestion and maintain fluidity, we also temporarily reopened Global III in Chicago for use as an inland storage. We are also working with our customers to develop additional storage and transportation options. We will continue to work with all members of the supply chain, our ocean carrier customers, beneficial cargo owners, port operators, chassis providers, and dray carriers to mean the fluidity of international freight flows. During the first-half, our network has been impacted by weather and costly rail equipment incidents as well. We have made good progress on reducing the frequency of rail incidents. However, the location of a couple of the incidents occurring on our East West main corridor, and our sunset route had a notable effect on both intermodal and manifest auto trip planned compliance measures. Ultimately, we recognize the importance of improving these metrics to support our customers and our long-term growth strategy. Turning to Slide 5, we continue to make good progress in our efficiency measures, as both locomotive and workforce productivity improved in the quarter. Improvement in locomotive productivity was the result of running an efficient transportation plan that requires fewer locomotives. Workforce productivity was an all-time quarterly record, driven by an increase in daily car miles of more than 20%, while workforce levels remained flat. These improvements were also driven by our continued focus on growing train linked, which has grown by 9% since the second quarter 2020 to just over 9,400 feet. Increasing and more consistent volumes provide the team with more optionality to adjust transportation plans. We will continue to focus on train length to run a more efficient and reliable railroad for our customers. Turning to Slide 6, one driver of the continued increase in train length is our siding extension program. Through the first-half of the year, we've completed seven sidings and began construction or the bidding process on more than 20 additional sidings. Through growing train size, other productivity initiatives and technology, our fuel consumption rate was a second quarter record, improving 3% compared to last year. The operating department understands the important role we play in achieving our long-term greenhouse gas emission goals. Wrapping up on Slide 7, the entire team is focused on performing our work safer every day. Year-to-date, our safety results have been mixed. Real equipment incidents have decreased, but personal injuries increased. To address personal injuries, we are maturing our peer-to-peer safety programs, which is a continuation and next level of our Courage-to-Care program. Recently, our network has been impacted by wildfires in Northern California. Our Dry Canyon Bridge north of Redding, California sustained significant structural damage. The team is working around the clock to repair the bridge. Current projections have a reopening in late August. We are actively rerouting traffic in that area, which requires additional crew and locomotive resources, as well as adding transit time to those customer shipments. Ultimately, I have the utmost confidence that we will guide our network through these transitory challenges, and return our service product to the level our customers expect and deserve. The team did an excellent job during the quarter and how efficiently we added volume to our network. PSR remains our guiding principle and the improvements you've seen, and our productivity and operating efficiency speaks to that commitment. Our ability to be far more volume variable with our cost structure is a testament to our employees who execute the plan every day. Our second quarter volume was up 22% from a year ago, as all of our major markets improved from the economic shutdown that we saw from the onset of the pandemic. Freight revenue was up 29%, due to the volume increase coupled with a higher fuel surcharge and core pricing gains. We clearly have easy comp this quarter versus last year. In order to provide a little more color into the current business, I will also share our sequential comparison to the first quarter, as I walk through each of the business groups. So, let's get started with our bulk commodity. Revenue for the quarter was up 19% compared to last year, driven by a 13% increase in volume, and a 5% increase in average revenue per car, reflecting core pricing gains and higher fuel surcharge revenue. Coal and renewable carloads grew 6% year-over-year and 14% from the first quarter, due to higher natural gas prices supporting domestic coal demand, Winter Storm Uri in the first quarter, as well as increased coal exports. Grain and grain products were up 22% year-over-year due to the strength in both domestic and export grain. Ethanol shipments also continue to improve as production recovers from COVID-related shutdown. Fertilizer carloads were up 2% year-over-year and 23% from the first quarter, due to strong agricultural demand and seasonality of fertilizer applications. And finally, food and refrigerated volume was up 17% year-over-year and 7% from the first quarter, driven primarily by higher consumer demand, as the economy recovers from COVID, along with increased growth from truck penetration. Moving on to industrial, industrial revenue improved 24% for the quarter, driven by a 15% increase in volume, coupled with an 8% increase in average revenue per car from a positive mix of traffic, core pricing gains and a higher fuel surcharge. Energy and specialized shipments were up 20% year-over-year, but we're down 1% compared to the first quarter, as strength in specialized shipments were offset by fewer crude oil shipments, and seasonal LPG demand. Forest products continue to be a bright spot, as second quarter volumes grew 28% year-over-year and 7% over the first quarter. Lumber drove this increase from strong housing start, repairing remodels, along with further penetration from product moving over the road. Industrial chemicals and plastics shipments were up 11% for both year-over-year and the first quarter comparison. The sequential growth was driven by the recovery of the Gulf Coast production rates from the February storm and improved demand. Metals and minerals volumes was up 12% year-over-year and 25% from the first quarter, driven by increased rock shipments and stronger steel demand, as the industrial sectors recover. Turning now to Premium, revenue for the quarter was up 50% on a 31% increase in volume. Average revenue per car increased by 14% from higher fuel surcharge revenue, positive mix of traffic and core pricing gains. Automotive volume was up 119% year-over-year, but down 4% compared to the first quarter, driven by shortages for semiconductor-related parts. Intermodal volume increased by 21% year-over-year, and 10% from the first quarter. Domestic intermodal improved from continuous strength in retail sales and recent business wins, parcel in particular, benefited from the ongoing strength in e-commerce. International intermodal saw continued strength in containerize import, despite congestion in the overall global supply chain. Now, looking ahead to the back-half of 2021. Starting out with our bulk commodities, we expect coal to remain stable for the remainder of the year, based on the current natural gas futures as well as export demand. Our food and refrigerated shipments should continue to be strong, as the nation recovers from COVID coupled with truck penetration wins. We're also optimistic with our grain products business, as ethanol shipments will improve from increased consumer demand, and our focus in growing the renewable diesel market. Lastly, while we see positive signs for the upcoming grain harvest and strengthen export demand, we expect tight supply in the third quarter, as well as top year-over-year comparisons in the back-half of the year. As we look ahead to our industrial commodities, the year-over-year comps for our energy market are favorable. However, there is still uncertainty with crew plans supporting crew by warehouse shipments. We continue to be encouraged by the strength and the industrial production forecast for the rest of 2021, which will positively impact many of our markets. In addition, forest product volume will remain strong for us in the second-half of the year. And lastly for premium, automotive sales are forecasted to increase from 14 million units in 2020 to almost 17 million in 2021. However, we are keeping a watchful eye on the supply chain issues for parts related to the semiconductor chip. Now switching to intermodal, on the international side we expect demand to remain strong through the rest of the year. The entire supply chain continues to be constrained by most notably to haul away our containers from our inland ramp. But I've been pleased with the collaboration between our commercial and operating teams, as we work together to create solutions for our international customers to improve service and network fluidity. With regard to domestic intermodal, limited truck capacity will encourage conversion from over the road to rail, tampered by constraint on chassis supply. Retail inventories remained historically low, and restocking of inventory along with continued strength in the sales should drive intermodal volumes higher for the remainder of this year. Overall, I'm encouraged by the improving economic outlook, but more importantly, by our commercial teams' intensity and ability to win in the marketplace. As you heard from Lance, Union Pacific recorded record second quarter financials with earnings per share of $2.72 and an operating ratio of 55.1%. Rise in fuel prices throughout the quarter and the two month lag on our fuel surcharge programs, negatively impacted our quarterly ratio by 210 basis points, and earnings per share by $0.04. Below the line, our previously announced real estate gain and a lower effective tax rate associated with reduced corporate tax rates in three states added $0.13 to earnings per share. Partially offsetting that good news in 2021 is a real estate gain of $0.08 recorded in last year second quarter. Setting aside the impact of one-time items and fuel, UP's core operational performance drove operating ratio improvement of 800 basis points, and added $1.04 to earnings per share. These results are a clear demonstration of how we are positioned to efficiently leverage volume growth to the bottom-line. Looking now at our second quarter income statement on Slide 15, where we're showing a comparison of this quarter's results to second quarter 2020, as well as 2019. This is to provide additional context to our results by comparing periods with more normal seasonal volume levels. For perspective, seven day car loadings in the second quarter of 2019 were almost 166,000, versus only 133,000 in 2020, and then rebounding this year to 163,000. So, not quite back to pre-pandemic levels. For second quarter 2021, the combination of operating revenue up 30% and operating expense only up 17%, illustrates our efficient handling of volume growth to produce record quarterly operating income of $2.5 billion. Net income of $1.8 billion and earnings per share also were quarterly records. Looking more closely at second quarter revenue, Slide 16 provides a breakdown of our freight revenue, both on a year-over-year basis and sequentially versus the first quarter. Freight revenue totaled $5.1 billion in the second quarter, up 29% compared to 2020, and up 10% compared to the first quarter. Looking first at the year-over-year analysis, volume was the largest driver up 22% against the pandemic impacted second quarter 2020 volumes. Fuel surcharges increased freight revenue by 425 basis points compared to last year, as our fuel surcharge programs adjusted to rise in fuel prices. And as we experienced a strong demand environment, our pricing actions continue to yield dollars in excess of inflation. On a year-over-year basis, those gains were further supplemented by a slightly positive business mix, driving in total 300 basis points of improvement. Looking at freight revenue sequentially, volume was again the largest driver of growth, up 875 basis points against weather impacted first quarter volumes. Sequentially, fuel surcharge increased freight revenue 275 basis points. Business mix was actually negative sequentially, more than offsetting positive pricing gains and creating a 100 basis point headwind. Now, let's move on to Slide 17, which provides a summary of our second quarter operating expenses. With volumes up 22% in the quarter, our benchmark of success is growing expenses at a slower rate. And as you have seen through our results, we did an excellent job of being more than volume variable with our cost structure. Looking at the individual lines, compensation and benefits expenses up 13% versus 2020. Second quarter workforce levels were flat compared to last year, generating very strong workforce productivity, as Eric described. Specifically, our train and engine workforce continues to be more than volume variable up only 10%, while management, engineering and mechanical workforces together decreased 5%. Offsetting some of this productivity was an elevated cost per employee, up 13% as we experienced increased overtime, and more recently, higher recrew [Phonetic] costs associated with some of our network outages. Other drivers of the increase were wage inflation, the negative comparison against last year's management actions in response to the pandemic, as well as higher year-over-year incentive compensation. Quarterly fuel expense increased over 100% driven by a 71% increase in fuel prices, and the 22% increase in volumes. Offsetting some of this expense was a 3% improvement in our fuel consumption rate, driven by our energy management initiative and a more fuel efficient business mix. Purchase services and materials expense increased 8%, primarily due to higher volume related subsidiary drayage costs, as well as other volume related expenses, such as transportation and lodging for our train crews. These increases were partially offset by around $35 million of favorable one-time items. Equipment and other rents actually decreased 5% or $11 million, driven by decreased rent expense on stored equipment and higher TTX equity income, partially offset by volume increases. The other expense line increased 21% or $49 million this quarter, driven by last year's $25 million insurance reimbursement, higher casualty expenses and higher state and local taxes. Lastly, as previously announced in an 8-K during the quarter, we expect our annual effective tax rate to be closer to 23% for the year. Looking now at our efficiency results on Slide 18, despite some of the operational challenges that Eric discussed, we continue to generate solid productivity. Second quarter productivity totaled $130 million, bringing our year-to-date total to $235 million. Productivity results continue to be led by train length improvements and locomotive productivity. As we stated at our Investor Day, a better long-term indicator of our efficiency is incremental margins. So looking at this quarter, we achieved a very strong incremental margins of 78%, demonstrating the positive impact PSR is having on our operating models. Turning to Slide 19, cash from operations in the first-half of 2021 decreased slightly to $4.2 billion from $4.4 billion in 2020, a 4% decline. This decrease was the result of deferred tax payments last year. Our cash flow conversion rate was a strong 96%, and free cash flow increased in the first-half up $142 million or 9%, highlighting our ongoing capital discipline. Supported by our strong cash generation and cash balances, we've returned $5.4 billion to shareholders year-to-date, as we increased our industry-leading dividend by 10% in May, and repurchased 19 million shares totaling $4.1 billion. This includes the initial delivery of a $2 billion accelerated share repurchase program established during the quarter, and funded by new debt issued in mid-May. We finished the second quarter with a comparable adjusted debt to EBITDA ratio of 2.8 times, on par with the first quarter. Wrapping up on Slide 20, we are optimistic about what's ahead in the back-half of 2021. From a volume standpoint, we are increasing our growth outlook for the full year to around 7%, which includes just over a one point headwind from ongoing energy market challenges. We also see tough comparisons in both intermodal and grain, as well as continued impacts from the semiconductor shortage. And as you heard Kenny mentioned, supply chain challenges in the intermodal space are likely to slow asset turns and impact loading. On the flip side, we see growing confidence in the industrial sector, and the team is successfully executing on our plan to grow and win with customers. Looking at operating ratio, we're dropping the low end of our initial range and now expect to achieve roughly 200 basis points of improvement, or an operating ratio closer to 56.5% for full year 2021. With that strengthening outlook, cash generation is growing as is our plan for share repurchases, which we would target at approximately $7 billion or $1 billion more than we had originally planned. Behind each of these numbers is a member of the UP team, who works safely and efficiently to attract new business and serve our customers. And with UP's new employee stock purchase plan, the entire team has more opportunity to benefit from the company's success. As I mentioned at the start, we must improve our safety performance, it's foundational to everything we do at Union Pacific. The pace of our progress has to accelerate. As Eric stated, we're dedicated to improving our service products to the level our customers expect and demand. All of our long-term goals are predicated on a safe, reliable and consistent service product. As you heard from Kenny, we're winning with customers and growing our business. You're seeing our customer focus and obsession in action. We've got fantastic momentum and we're excited about the increasing opportunities that we are creating and uncovering. Given the workforce issues faced across various parts of the supply chain outside of UP, we will likely be working to overcome that congestion for the remainder of the year. But our second quarter achievements set the table for continued strong results in the second-half of the year. These results also provide a solid start toward the long-term targets we set for the next three years that we laid out at our Investor Day in early May. The future is very bright for Union Pacific. We're in a fantastic position to deliver value to all of our stakeholders, as we win together. ","q2 earnings per share $2.72. qtrly business volumes, as measured by total revenue carloads, increased 22%. qtrly union pacific's 55.1% operating ratio improved 590 basis points. " "As you saw we delivered a strong quarter with rental revenue and adjusted EBITDA coming in above our expectations supported by solid fleet productivity. Today, we'll get under the hood of our results. You'll see the numbers were driven by a combination of factors both inside and outside the company including a favorable operating environment that continues to improve and a broad-based growth in customer demand. And that's the predominant theme today not just our growth in key metrics like rental revenue where we gained 22% year-over-year, but also the growth we see going forward. We fully expect our momentum from the third quarter to continue through the fourth quarter and into the coming years. That's evident in the latest guidance we provided. And as Jess walks you through the outlook you'll see that the updates are driven by our expectation of higher core rental results this year. Bear in mind that this increase is on top of our July revision, which already accounted for the acquisitions. That tells you we're looking forward to a strong finish to the year. Before I get into operations, I want to spend a few minutes on our culture because the quality of our organization is key to our strategy. Clearly our people are executing well through the busy season. The integration of General Finance is going smoothly and our team members are being supported by our technology. We also haven't missed the beat on safety. Our companywide recordable rate remained below one again for the quarter and 11 of our regions worked injury-free in September. Results like this showcase the caliber of our team and the value of our people. The best-in-class workplace culture we've built for more than a decade delivers tangible benefits because we're known as an employer of choice. This is a strong competitive advantage particularly in tight labor markets. We've grown our team by almost 2,000 employees this year including 500 employees over and above our acquired people and our turnover rate has remained in line with pre-COVID levels. The other part of our service of course is fleet and this is something we manage very closely. We just guided to our third step-up in rental capex this year. And each time the increase has been warranted by customer needs. Our customers are optimistic. They're busy and they continue to see more growth ahead and it's our job to be ready for that opportunity. Some of you have asked about the challenges of getting equipment delivered. And it's clearly a tight supply environment, but we've been able to secure additional fleet by leveraging our strong financial footing and our relationships with manufacturers. The increase in our capex is also based on our leading indicators which echo customer sentiment. Virtually all of the indicators point to strong industry demand which bodes well for fleet productivity. The used equipment market is another one of those positive indicators. In the third quarter pricing in our retail channels was up 7% sequentially and up by double digits year-over-year. Used proceeds were 60% of original costs which is a new high watermark for us. And you may remember back in the second quarter, we talked about our return to growth. In fact, we've been able to leverage the gains we made in the first half of the year to accelerate our growth and that was despite a tougher comp in Q3. Some of that growth came from acquisitions and cold starts, but even with that factored in both segments are running ahead of expectations. In the third quarter, rental revenue on our gen rent segment was up almost 18% year-over-year with all regions showing growth. In addition, all of our Specialty businesses grew by double digits. Our Specialty segment as a whole was up 36% year-over-year with 21% growth in same-store rental revenue. And that's higher than the same-store growth rate we reported in the second quarter. We've also opened 24 specialty locations through September which keeps us on track for the 30 cold starts targeted for the year. When you pivot to our end markets the picture looks similar, broad-based growth across a range of verticals. On the Industrial side, we saw widespread growth in rental revenue led by double-digit increases from manufacturing, chemical, processing, metals and mining and entertainment. On the Construction side, the gains were just as broad led by non-res construction where we were up 18% year-over-year. Within non-res demand is becoming increasingly diverse. Warehouse and data center work remains strong and we're also starting to see a recovery in verticals that have been sluggish like hospitality and education. The Power vertical continues to be an important one for us with wind and solar projects on the rise across multiple regions. We're also seeing work build across the entire EV supply chain. Plant maintenance is another big driver for us and we're seeing that work start up again after being paused for COVID. And the most encouraging trend is project diversity. It's early days, but we're starting to see a healthy mix of new projects like; casinos, highway work, hospitals, military bases and more. That signals a return to business confidence. As activity picks up, customers have an opportunity to think hard about who they want to do business with and they're placing an increasing value on corporate responsibility. We have a lot of reputational currency here. Good corporate citizenship has been a priority at United Rentals for years and our company has a long track record of working with customers to support their ESG goals. We're proud to be recognized by Newsweek as one of America's most responsible companies for two years running. Last week we released our new corporate responsibility report online. And you'll find that it gives you some good insights into our progress in key areas like environmental sustainability and workplace inclusion. So in summary, we're in a strong position operational, financially and culturally in a healthy operating environment. Customers have projects lined up stretching well into 2022. The industry remains disciplined and our team is getting equipment out to job sites. Internally, we're focused on controlling costs and expanding our margins as we lean into growth. We're leveraging our scale to deliver a combination of organic growth targeted cold starts and accretive acquisitions all with long-term synergies for value creation. And in the near term we reported quarter after quarter of profitable growth driven by tailwinds that show every indication of enduring. We see a lot of potential for attractive returns and it gets better from here. Jess over to you. Our financial performance in the third quarter highlighted better-than-expected rental revenue which was supported by broad year-over-year growth across our end markets. On the cost side, we delivered solid results while activity was at its highest level of the season and we continue to sell used equipment in a robust market. As for the rest of the year we expect seasonal demand will remain strong. And when coupled with the third quarter's results this supports a raise to our guidance for the year in total revenue and adjusted EBITDA. And more on guidance in a few minutes. Let's start now with the results for the third quarter. Rental revenue for the third quarter was $2.28 billion, or an increase of $416 million. That's up just over 22% year-over-year. Within rental revenue, OER increased $325 million, or 20.7%. The biggest driver here was fleet productivity, which was up 13.5%, or $212 million. That's mainly due to stronger fleet absorption on higher volumes. Our average fleet size was up 8.7%, or a $137 million tailwind to revenue. Rounding out the change in OER is the normal inflation impact of 1.5%, which cost us $24 million. Also within rental, ancillary revenues in the quarter were up about $71 million, or 29%, and rerent was up $20 million. While our outlook to OEC sold for the full year remains unchanged, we made the decision to slow down the volume of fleet sold in the third quarter as we maintained capacity for rental demand. Used sales for the quarter were $183 million, which was down $16 million, or about 8% from the third quarter last year. The used market continues to be very strong, which supported higher pricing and margin in the third quarter. Adjusted used margin was 50.3% and represents a sequential improvement of 240 basis points and a year-over-year improvement of 610 basis points. Our used proceeds in Q3 recovered 60% of the original cost of the fleet sold. Now compared to the third quarter of last year, that's a 900 basis point improvement from selling fleet that averages over seven years old. Let's move to EBITDA. Adjusted EBITDA for the quarter was just over $1.23 billion, an increase of 14% year-over-year, or $152 million. The dollar change includes a $219 million increase from rental. Now in that OER contributed $200 million. Ancillary was up $17 million and rerent added $2 million. Used sales helped adjusted EBITDA by $4 million, and other non-rental lines of business provided $8 million. SG&A was a headwind to adjusted EBITDA of $79 million in part from the reset of bonus expense that we've discussed on our prior earnings call. We also had higher commissions on better revenues and higher T&E, which continues to normalize. Our adjusted EBITDA margin in the quarter was 47.5%, down 190 basis points year-over-year, and flow-through as reported was just over 37%. Impacting margins and flow-through in Q3 are few items worth noting. We mentioned back in July that bonus expense would be a drag for the back half of this year with most of the drag in the third quarter. We also have the impact of General Finance, which we've owned all of the third quarter this year, but of course is not in our comparative results last year. I'll also remind you that we had $20 million of one-time benefits recorded in the third quarter last year that did not repeat. Adjusting for these items, the flow-through was about 58% with margins up 130 basis points year-over-year. This reflects strong underlying performance in the quarter, particularly when you consider the impact from actions we were taking on costs last year, as well as the impact of costs that continue to normalize this year. I'll shift to adjusted EPS, which was $6.58 for the third quarter. That's up $1.18 versus last year and that's from higher net income. Looking at capex and free cash flow for the quarter, gross rental capex was $1.1 billion. Our proceeds from used equipment sales were $183 million, resulting in net capex in the third quarter of $917 million. That's up $684 million versus the third quarter last year. Now turning to ROIC, which was a healthy 9.5% on a trailing 12-month basis, which is up 30 basis points both sequentially and year-over-year. Notably our ROIC continues to run comfortably above our weighted average cost of capital. Let's turn to free cash flow and the balance sheet. Through September 30, we generated a robust $1.25 billion in free cash flow, which is after considering the sizable increase in capex so far this year. We've utilized that free cash flow to help fund over $1.4 billion in acquisition activity and we reduced net debt almost $100 million. Our balance sheet remains in great shape. Leverage was 2.4 times at the end of the third quarter that's down 10 basis points sequentially and flat versus the end of the third quarter last year even as we funded acquisitions this past year. Liquidity at the end of the third quarter remained strong at over $2.6 billion. That's made up of ABL capacity of just over $2.2 billion and availability on our AR facility of $68 million. We've also had $320 million in cash. I'll also mention we refinanced $1 billion of five and seven-eighths notes earlier in the quarter and refinancing that debt will save $29 million in cash interest in 2022 and extends our next long-term note maturity out to 2027. As we look out to the end of the year, I'll share some color on our revised 2021 guidance. Given we have a quarter-to-go, we've tightened our full year ranges for total revenue and adjusted EBITDA and importantly, have raised our expectations for both. These updates reflect better-than-expected third quarter results and the continuing momentum we see in demand and in managing our costs for the fourth quarter. We've again raised our outlook for growth capex this year with a $250 million increase at the midpoint. This means we would land more fleet than normal in the fourth quarter and that's supported by our planning for strong growth in 2022. We've left the range on capex a little wider than we would normally at this time of the year as we continue to work with the OEMs to land what we've ordered. And finally, our update to free cash flow reflects the impact of these guidance changes, notably, the additional capex we expect to buy. And even with that increased investment in capex, free cash flow remains strong at over $1.5 billion at the midpoint. Operator, would you please open the line? ","q3 adjusted earnings per share $6.58. " "We do want to send out our very best wishes that you and your families are well. We provide guidance for both adjusted operating income before depreciation and amortization or OIBDA and adjusted earnings before interest, taxes, depreciation and amortization or EBITDA to highlight the contributions of UScellular's wireless partnerships. In terms of our upcoming IR schedule, Slide 3, we will be virtually attending the Raymond James SMID Cap Company Showcase virtually on November 12th and 13th, and we are attending the UBS Global TMT Conference virtually on December 8th and our open-door policy is now more of an open phone or open video policy, so please reach out to us if we can arrange something. Before turning the call over, I do want to remind everyone that due to the FCC's Anti-Collusion Rules related to the RDOF Auction and Auction 107, we will not be responding to any questions related to FCC Auctions. I'm going to make some brief comments about the balance sheet and our liquidity position. But before doing so, I'd like to recognize the impressive operational and financial results of both businesses during the quarter. As we've discussed on past calls, maintaining financial flexibility is one of the pillars of our corporate strategy. Over the years, we have worked to retain relatively low leverage levels, long-dated debt maturities, sufficient undrawn revolving credit facilities and significant cash balances, while at the same time making sure that we have the financial resources we need to fund our businesses. As you can see on Slide 4, on September 30 TDS continued to have a strong financial position including $2.2 billion in immediately available funding sources consisting of cash and cash equivalents, available credit facilities, undrawn term loans and undrawn portions of our EIP securitization facility. In the quarter, UScellular took advantage of favorable market conditions and issued $500 million of 6.25% retail senior notes due in 2069. It is very typical for us to opportunistically tap the market for funding when conditions are favorable, as they certainly were in August. As highlighted on the slide we have a number of potential funding sources. In this instance, given market conditions, we judge that the retail debt market was relatively favorable taking into account all factors including term, call ability, ease of execution, lack of impact on the business operations, lack of meaningful covenants and of course, the all-in cost of financing relative to our other potential alternatives. In October, UScellular upsized its EIP securitization agreement from $200 million to $300 million. While shorter in term than some of our other financings, this is our lowest cost financing facility and we have a solid pool of receivables against which we can raise funds. In sum, we are in a very strong position to invest in the growth opportunities identified by both of our businesses. It's kind of hard to believe but I've been on the job for four months already and I'm really looking forward to providing all of you with a brief update on the progress we've made over that time. But before we pass by this page, Page 5, I just want to point out the new logo that we introduced in September and this logo is just another aspect of our program to elevate and evolve the UScellular brand. This provides I think a much more modern look, reflects the rapidly evolving technologies in the services we provide to our customers. You would expect to see further changes to this brand in the marketplace in the coming quarters but this logo is the first step. Let's turn to Page 6 and talk a little bit about the quarter. So we reported a really impressive quarter and I'm really proud of how the team executed. We had strong subscriber and financial results and I think that's evidence of just how essential our industry is. The value the customers ascribed to the services we provide but it's also credit to the talent and resiliency of the organization. We saw strong sales of connected devices and that coupled with low churn helped us grow our base. We also maintain significant expense discipline that drove adjusted EBITDA to increase 10% year-over-year. Those results are the primary drivers of our increased guidance for the year. Doug is going to provide a couple of more details on that in a moment. I do want to remind you that one factor that impacted year-over-year comparability is the later iPhone launch. So last year, the device launch was late in the third quarter and as you know it was in October of this year. We're excited about this launch and how that new timing is serving as the kick off to this very non-traditional and pandemic-influenced holiday selling season. The timing should also help us to spread customer traffic out over the holiday-selling season and it's a really important consideration to keep our customers and our employees safe during the pandemic. Similar to previous launches, we have competitive offers that appeal we believe to both new customers and our existing customers who are ready to upgrade their devices. And we're really pleased that the new iPhone 12 series of devices support our network requirements and that includes full support 5G, 600 megahertz spectrum that we're currently deploying as well as millimeter wave in the future. Like all businesses we continue to face challenges from the pandemic. The safety of our frontline associates and our customers is of utmost importance. Our stores remained open throughout the quarter but store traffic continues to trend below prior year levels. We continue to have favorable experience in terms of customer payment behavior and that contributed to the year-over-year favorability in bad debt expense. In addition, with respect to our participation in the FCC's Keep Americans Connected Pledge 70% of customers that participated in the pledge paid or made partial payment or entered into payment arrangements. Talking just a bit about 5G. On the 5G front, working with Qualcomm Technologies and Ericsson, we completed an extended range 5G millimeter wave data session over a distance of more than 5 kilometers with speeds ranging from 100 megabits per second near the edge to 1.8 gigabits per second closer to the cell site. This is a world record and it means that we're going to be able to connect our communities with fiber-like speeds over wireless in the future and we're excited about that. Our network modernization and our 5G program continues to be on track. By year-end we're going to deploy 5G to cell sites that handle about 50% of our overall traffic. We turn briefly to our organization, so I've spent the last couple of months speaking with customers, employees and leadership team and I have to tell you, we have a fantastic culture in this company, we have amazing associates, we have an award-winning network, we have great distribution and great customer care. During the process of making some changes, we're going to promote even more organizational speed and agility. This includes flattening the organization to create a faster and more decentralized decision-making process. And as part of that we've redefined some of our leadership roles. So Eric Jagher is now responsible for Consumer Sales and Operations, Courtland Madock is responsible for operational marketing, Verchele Roberts for Brand Management. We've also brought in some terrific new talent like Kimberly Kerr into expanding our participation in the business in the government sector as well as Austin Summerford who is going to be focusing on business development, enhancing our partnership and maximizing the returns from our tower assets. Jay has announced he is going to be retiring effective January 1, 2021. He's currently serving as a special advisor to me. And like most of you, we're watching closely and regularly refreshing our Twitter feeds to see updates with the situation. And that being said, regardless of who occupies the White House, my hope and my expectation is that the administration will focus on improving and investing in American infrastructure. As part of that, I think it's important to separate two issues that are critical to our customer base. We don't really talk about this in other forums. First, we need to ensure that strategies are put in place to ensure American competitiveness and leadership in 5G, particularly expanded access to spectrum for commercial use. But secondly, we need to focus on ensuring access to quality, affordable wireless service. That's regardless of G in difficult to reach and expensive to serve rural areas. We're going to be focused on this as a company. These are issues that we think will resonate regardless of who wins the election. We're truly operating in unprecedented times and it requires a huge amount of operational flexibility. We've had a really strong quarter, which is a testament to the hard work and the dedication of the team. I think we're in a really strong position moving into the busy holiday season. Let me touch briefly on the postpaid connections results during the third quarter shown on Slide 7. Postpaid handset gross additions decreased primarily due to lower switching activity and decreased store traffic due primarily to the impacts of COVID-19 and to a lesser extent the delayed iPhone launch. This decrease is partially mitigated by increased demand for connected devices. Total smartphone connections increased by 3,000 during the quarter and by 45,000 over the course of the past 12 months. That helps to drive more service revenue given that smartphone ARPU is about $21 higher than feature phone ARPU. As mentioned, we saw connected device gross additions increase by 27,000 year-over-year. This was driven by gross additions of hotspots, routers and fixed wireless devices as a result of an increase in demand by customers seeking wireless products to meet their need for remote connectivity due to the impacts of COVID-19. During Q3, we saw an average year-over-year decline in store traffic of 25% related to the impacts of COVID as well as some heavier activity in the prior year when we had service plan pricing changes and the iPhone launch. The decrease in store traffic had a negative impact on gross additions although connected device activity remains stronger than prior year. Next, I want to comment on the postpaid churn rate shown on Slide 8. Currently, as you would expect, churn on both handsets and connected devices is running at very low levels. Postpaid handset churn depicted by the blue bars was 0.88% down from 1.09% a year ago. This was due primarily to lowered switching activity as customer shopping behaviors were altered due to the COVID-19 pandemic. And we also saw more customers upgrading their devices with us resulting in a 4% increase in upgrade transactions year-over-year. The FCC Keep Americans Connected Pledge ended on June 30th and 70% of the customers that were on the pledge at June 30th are current or remain at payment arrangements. Total postpaid churn combining handsets and connected devices was 1.06% for the third quarter of 2020 also lower than a year ago. Now let's turn to the financial results on Slide 9. Total operating revenues for the third quarter were $1.027 billion, a slight decrease year-over-year. Retail service revenues increased by $11 million to $674 million. The increase is due to a higher average revenue per user, which I'll cover on the next slide, partially offset by a decline in the average postpaid subscriber base. Inbound roaming revenue was $42 million, that was a decrease of $12 million year-over-year driven by lower data rates and to a lesser extent a decrease in data volume. Other service revenues were $59 million, an increase in $2 million year-over-year due to an increase in tower rental revenues and miscellaneous other service revenues partially offset by a prior year tower rental revenues accounting adjustment that increased tower rental revenues in the prior year. Finally equipment sales revenues decreased by $5 million year-over-year due to a decrease in new smartphone unit sales and lower accessory sales. Now a few more comments about postpaid revenue shown on Slide 10. Average revenue per user or connection was $47.10 for the third quarter, up $0.94 cents or approximately 2% year-over-year. At a per account basis average revenue grew by $3.40 or 3% year-over-year. The increase was driven by several factors including increased device protection revenues, an increase in regulatory recovery revenues and having proportionately fewer tablet connections, which on a per unit basis contribute less revenue than smartphones. As part of caring for our customers during the COVID-19 crisis, we elected to waive overage charges from March through July. These waived charges partially offset the increases to ARPU. Turning to Slide 11 as we continue our multi-year network modernization and 5G rollout, control of our towers remains very important. We have added this slide to provide visibility to rental income growth from our towers. By owning our towers we ensure that we are located at the optimal location of the tower and it gives us the operational flexibility to move equipment, which is very important when you're going through a technology evolution. While the towers support our network strategy, we also recognize that they are valuable and provide a financing alternative, which we evaluate along with our other financing options. As you can see on the slide, since we entered into a third-party marketing agreement, we have seen steady growth in tower rental revenues. We will continue to focus on growing revenues from these strategic assets. Moving to Slide 12. I want to comment on adjusted operating income for depreciation, amortization and accretion and gains and losses. To keep things simple, I'll refer to this measure as adjusted operating income. As shown at the bottom of the slide adjusted operating income was $232 million, an increase of $24 million or 12% year-over-year. As I commented earlier, total operating revenues were $1.027 billion, a slight decrease year-over-year. Total cash expenses were $795 million, decreasing $28 million or 3% year-over-year. Total system operations expense increased year-over-year. Excluding roaming expense, system operations expense increased by 1% mainly driven by higher sell site rent expense. Note that total system usage grew by 54% year-over-year. Roaming expense increased $2 million or 5% year-over-year due to a 69% increase in off-net data usage partially offset by lower rates. Cost of equipment sold decreased $9 million or 4% year-over-year due primarily to a reduction in the number of new smartphone unit sales and a decrease in accessory sales. Selling, general and administrative expenses decreased $23 million or 6% year-over-year driven by a decrease in bad debts expense. Bad debts expense decreased $22 million due primarily to lower write-offs driven by fewer non-pay customers and lower EIP sales in 2020 versus 2019. Turning to Slide 13 and adjusted EBITDA, which starts with adjusted operating income and incorporates the earnings for our equity method investments along with interest and dividend income. Adjusted EBITDA for the quarter was $282 million, a $26 million for 10% increase year-over-year due to the improvement in adjusted operating income as well as an increase in equity earnings of unconsolidated entities, partially offset by a decrease in interest income. Moving to Slide 14. Given the strong results this quarter and overall improved visibility given where we are in the year, we have revised our 2020 guidance in a number of ways. First, we have narrowed our guidance for service revenues to a range of $3.025 billion to $3.075 billion maintaining the midpoint. For adjusted operating income and adjusted EBITDA, we have both increased the midpoint and narrowed the range. Adjusted operating income is now expected to be between $800 million and $875 million. Adjusted EBITDA is now expected to be between $975 million and $1.05 billion. We are planning for aggressive promotional activity during the holiday season, which is reflected in these estimates. We are maintaining our guidance for capital expenditures at the $850 million to $950 million range as we work to meet our deployment goals for the year. We are well-positioned to close out the year successfully and we'll look forward to reporting those results to you in February. TDS Telecom had a very strong third quarter. We grew both revenue and adjusted EBITDA up 7%, and 8%, respectively, and we made significant progress on advancing our strategic and our operational priority. These include our fiber deployment strategy to generate growth and the work we're doing to upgrade our plant with A-CAM and state broadband grant as we continue to promote higher sales and customer satisfaction in existing markets. Let me first begin by giving an update on the actions we've taken in the quarter. Disruptions caused by COVID-19 and steps taken to prevent its spread continue to impact our way of doing things day-to-day and probably will for a long time. We have established and continue to enhance protocols to keep our employees and customers safe. We monitor and safeguard our networks to ensure service availability during these times of critical need and we are partnering with our community to share our resources to support their critical programs. Certainly the pandemic has shown a spotlight on just how important connectivity is to our society and our economy and we are proud to be providing these services to all of our customers, especially those in rural and underserved markets. As it relates to the election, we have a history of working cooperatively with administrations from both parties and we'll continue to do so in order to provide high quality, affordable broadband service to rural America. The pandemic has also become an inflection point in our economy and we are positioned to be a critical part of new and emerging workplace trends. As innovation and human capital spread from cities to rural areas, broadband services become increasingly important and we'll provide the connection that allows people and businesses to succeed and we are perfectly positioned to provide that cornerstone. Finally, as we expand into new markets, dependencies on third parties such as vendors, contractors, and local governments have presented diverse challenges during this pandemic, which we are learning from and leveraging to create momentum in future projects. We are progressing with our launch of our cloud TV product called TDS TV+ across our IPTV markets and across our largest cable market. While it is still early in its launch, we are focused on ensuring its success across our markets. We are currently assessing initial customer feedback and making upgrades to the product. We plan to continue rolling out TDS TV+ to the remaining cable markets and to our out-of-territory fiber market. In our out-of-territory fiber market, pre-sales continue to exceed our expectations. We are currently installing service in our Wisconsin and Idaho clusters and began construction in Spokane, Washington, which followed closely after its recently launched pre-sale activities. We have completed construction in four Wisconsin markets and remain focused on construction through the remaining community. We've identified additional attractive markets that support our selection criteria and are evaluating expansion in our major clusters. We are continuing to drive faster speeds in our established markets by building to meet our A-CAM obligations. In all our markets we utilize targeted local marketing and demand for our products is strong. This investment is providing necessary services to underserved areas. Overall, we remain committed to achieving our strategic priorities through the remainder of the year as outlined on Slide 16. Now let me highlight our financial results for the quarter as shown on Slide 17. Consolidated revenues increased 7% from the prior year. This growth is the result of our broadband initiatives and the contributions from the Continuum cable acquisition. Our fiber expansions are driving incremental increases on wireline, broadband and video revenue. Through September, our entry into new markets has produced $15 million of revenue and is expected to contribute over $20 million for the year. In addition to impact from the acquisition, we continue to see strong growth in cable, residential ARPU and broadband subscribers. Cash expenses increased 4%, about half of which is from the acquisition. In addition, expenses increased related to launching our new fiber market and cost to maintain and upgrade our existing facilities. Revenue increases exceeded growth and expense, driving an 8% increase in adjusted EBITDA to $78 million. Capital expenditures increased to $92 million as we continue to increase our investment in our fiber deployments and success-based spends. I will cover our total fiber program in more detail in a moment but for now, let's turn to our segments beginning with wireline on Slide 18. Broadband residential connections grew 8% in the quarter as we continue to fortify our network with fiber and expand into new markets. From a broadband speed perspective, we are offering up to 1 gig broadband speeds in our fiber market and 12% of our wireline customers are taking this product we're offering. Across our wireline residential base, including our out-of-territory markets, 38% of broadband customers are taking 100 megabit speeds or greater compared to 31% a year ago. This is helping to drive a 5% increase in average residential revenue per connection in the quarter. Wireline residential video connections grew 9% and at the same time, we expanded our IPTV markets to 53, up from 34 a year ago. Video remains important to our customers, approximately 40% of our broadband customers in our IPTV markets take video which for us is a profitable product. Our strategy is to increase this metric as we expand into new markets, the value of these services and through our new TDS TV+ product. Our IPTV services in total cover about 39% of our wireline footprint today. This is leading opportunity to further leverage our investment in video. Slide 19 shows the progress we're making this year and our multi-year fiber footprint expansion, which includes fiber into existing markets and also out-of-territory fiber build. As a result of this strategy over the last several years 280,000 or 34% of our wireline service addresses are now served by fiber, which is up from 29% a year ago. This is driving revenue growth while also expanding the total wireline footprint by 5% to 823,000 service addresses. Our current fiber plans include roughly 320,000 service addresses that will be built over a multi-year period. And year-to-date, we have completed construction of 40,000 fiber addresses in addition to the 40,000 addresses we turned up in 2019 related to this program. Overall, take rates are generally exceeding expectations in the areas we have launched to date. We are expecting our fiber service addresses delivery to accelerate in the remainder of the year, even though we continue to experience some delays in construction as I've mentioned in previous quarters, which will shift some of this growth into next year. Looking at wireline financial results on Slide 20. Total revenues increased 2% to $173 million largely driven by the strong growth in residential revenue, which increased 8% due to growth from video and broadband connections as well as growth from within the broadband product mix partially offset by a 2% decrease in residential voice connection. Consumer revenues decreased 8% to $38 million in the quarter primarily driven by lower CLEC connections. Wholesale revenues increased slightly to $45 million due to certain state USF support timing. Wireline cash expenses were flat and lower employee expenses, legal expenses and the capitalization of new modems previously expensed offset by higher video programming fees and maintenance expense. In total, wireline adjusted EBITDA increased 3% to $53 million. Moving to cable on Slide 21. Cable total revenues increased as customers continue to value our broadband services. Total cable connections grew 12% to 377,000, which included 31,000 from the acquisition and a 9% organic increase in total broadband connections. On an organic basis broadband penetration continued to increase up 200 basis points to 46%. On Slide 22, total cable revenues increased 19% to $74 million driven in part by the acquisition. Without the acquisition cable revenues grew 10% driven by growth in broadband connections for both residential and commercial customers. Our focus on broadband connection growth and fast reliable service has generated a 29% increase in total residential broadband revenue including organic growth of $5 million or 20%. Also driving the revenue changes is an 8% increase in average residential revenue per connection, driven by higher value product mix and price increases. Cable cash expenses increased 18% due primarily to costs related to the acquisition or 8% excluding acquisition due to increased employee expense. As a result, cable adjusted EBITDA increased 20% to $25 million in the quarter. On Slide 23 we've provided our revised guidance for 2020 reflecting the strong performance so far this year. We are maintaining our revenue and capital expenditure guidance and are increasing our expectations for adjusted EBITDA by increasing the midpoint and narrowing the range to $305 million to $325 million. We are pleased with our results through the first three quarters of the year and even with some uncertainty related to the pandemic in construction schedules, we remain aligned with our strategic goals and financial objectives. Our fiber builds are expected to increase in the last quarter of the year and with additional success-based spend, we expect to be within the guidance range for capital expenditures. And in a lot of cases overcoming adversity to embrace our culture and continue to serve our customers with excellence while bringing our new markets to life during a pandemic. With all these efforts we look forward to updating you on our progress in February. ","q3 revenue $1.027 billion versus refinitiv ibes estimate of $998.7 million. " "Our hearts go out to all those affected by the COVID-19 pandemic. We are inspired by the healthcare providers, the first responders, the ingenuity of our communities, businesses and governments. We commenced business operations more than 20 years ago, intent on protecting and serving our consumers in their most critical time in some of the most challenging coastal areas in the United States for natural disasters. We have remained highly proficient and steadfast in that commitment. We entered this critical time in a position of strength with a debt-to-equity ratio of less than 2%. And currently accruing more reserves than at any point in the company's history and with a highly experienced rapid response disaster team. We are off to a good start in 2020 with solid first quarter results, including an annualized return on average equity of 16.1% and progress on our reinsurance renewals for June 1. In this dynamic environment, we continue to support our consumers whether they are shopping for new policies, submitting claims, refinancing or extending terms, while having substantially all of our employees in our rapid response virtual protocol. On those last two points, I would like to highlight the following. First, since March 15, we have extended favorable terms to consumers of all states upon request. Secondly, around the same mid-March time frame, we implemented our rapid response virtual protocol, which included outfitting employees with remote capabilities and enhancing our consumer outreach via virtual solutions. In addition, we have accelerated the use of our virtual inspection software and trained an additional 100 employees on the application. We have utilized various virtual tools to continue to attend appraisals, mediations and depositions. All of our continuous improvement training has been uninterrupted through the use of Microsoft teams, led by our learning and development organization. Most importantly, we continued to accelerate the use of virtual desk adjusting when appropriate. And for the claims that cannot be adjusted virtually, we recognize the increased hardship placed both on the consumer and our field staff. So as an essential business, we have outfitted our adjusters with the appropriate personal protective equipment. We do not have exposure to many lines of business directly impacted by COVID-19. But we continue to monitor the currently unknowable longer tail impacts to the housing and rental markets. We believe we remain well positioned for 2020 and remain resolute in serving our consumers and creating value for our stakeholders. As a reminder, discussions today on adjusted operating income and adjusted earnings per share are on a non-GAAP basis and exclude effects from unrealized and realized gains and losses on investments, and extraordinary reinstatement premiums and related commissions. Adjusted operating income also excludes interest expense. EPS for the quarter was $0.61 on a GAAP basis and $0.79 on a non-GAAP adjusted earnings per share basis. Direct premiums written were up 15.7% for the quarter, led by strong direct premium growth of 19% in other states and 15% in Florida. Net premiums earned were up 5.3% for the quarter, reflecting an increase in direct premiums earned offset by increased costs for reinsurance. On the expense side, the combined ratio increased seven points for the quarter to 94.1%, driven primarily by increased losses in connection with the continued diversification in the company's underlying business to states outside of Florida, an increase in core loss pick for 2020, an increase in prior year adverse development, partially offset by a lower level of weather events in 2020 and a small reduction in the expense ratio. Total services revenue increased 25.6% to $15.3 million for the quarter, driven primarily by commission revenue earned on ceded premiums. On our investment portfolio, net investment income decreased 16.1% to $6.8 million for the quarter, primarily due to significantly lower yields on cash and short-term investments during the first quarter of 2020 when compared to the first quarter of 2019. The prior year also includes onetime income benefits from a special dividend received and a onetime reduction in investment expenses. The company continually monitors the Federal Reserve actions, which has impacted effective yields on new fixed income and overnight cash purchases. During March of this year, as a result of the COVID-19 pandemic, we saw extreme instability in the fixed income market prior to the Federal Reserve, providing liquidity into that market. As a result of the instability, we had a decline in the amount of unrealized gains in our fixed income portfolio, which affected the balance sheet only. That said, we still ended the quarter with an overall unrealized gain in our fixed income portfolio of $15.4 million, which has further improved subsequent to the end of the first quarter. To be clear, the impact COVID-19 had during the first quarter on debt and equity markets affected our book value per share by approximately $0.45, made up of approximately $0.27 related to the balance sheet-only impact from the decline in the amount of unrealized gains in our fixed income portfolio with the remainder being attributable to the effect of unrealized losses on our equity securities reflected in the P&L and consequently in retained earnings. With the exception to these factors, our book value per share growth would have been enhanced in the quarter. The credit rating on our fixed income securities was A plus at the end of the first quarter with a duration of 3.6 years, which we feel gives us a strong foundation to weather the current market conditions. Unrealized losses on our equity securities were, again, driven by market volatility related to the COVID-19 pandemic, resulting in an unfavorable outcome for the quarter. In response to the pandemic, the Board's Investment Committee has approved measures to continue building our portfolio's cash position to preserve capital for both risks and opportunities. In regards to capital deployment, during the first quarter, the company repurchased approximately 312,000 of UVE shares at an aggregate cost of $6.6 million. On April 16, 2020, the Board of Directors declared a quarterly cash dividend of $0.16 per share payable on May 21, 2020 to shareholders of record as of the close of business on May 14, 2020. As we have done every quarter since Hurricane Irma made landfall, I would like to start with some additional color on past cat events, then talk briefly about 1Q weather and lastly, provide an update on our June one reinsurance placement efforts. On past cat events, we continue to make progress in resolving the remaining open claims and, of course, handling the newly reported claims as quickly as possible. Our in-house claims and legal staff continue to deliver day in and day out for our company and for our reinsurance partners as we approach the finish line on these cat events. As of 3/31, Hurricanes Matthew and Florence, each were approaching single-digit open claims and are very near the end. Hurricane Michael had approximately 200 open claims and continues to be booked at the same $360 million as year-end. On Hurricane Irma, despite the fact that new claims continued to be reported throughout the first quarter, we still successfully reduced the remaining open claim countdown to below 600. As we prepare for the 3-year statute of limitation for filing new Irma claims, we elected to add another $50 million of IBNR to this event. This brings our booked ultimate to $1.45 billion at 3.31%. As a reminder, at this point in the life cycle of Hurricane Irma, the vast majority of any increase in ultimate is covered by the Florida Hurricane Catastrophe Fund. However, booking this level of additional IBNR did result in some net exposure as outlined in our release. Turning now to 1Q weather. For the most part, 1Q weather for us was within plan. However, we continue to closely monitor two smaller cat events, one occurring in mid-January, impacting us, primarily in Georgia and Alabama; and a second occurring in early February and impacting us, primarily in Florida and the Carolinas. As noted in our release, we have added an additional $1 million to accident year 2020 losses as we monitor these events. As a reinsurance update, over the course of the past several months, we've met with nearly all of our reinsurance partners to discuss our upcoming June one reinsurance renewal. As you might imagine, most of these meetings were forced to be conducted virtually, but the reinsurance market, overall, was very receptive and appreciative of the time and effort put forth to be able to share our message and answer their questions directly. As is our normal practice from a timing perspective, we have already begun securing the necessary catastrophe capacity to be effective at June 1. It goes without saying that the impacts of COVID-19 are being felt by many of our longtime reinsurance partners, and we could not be more appreciative of their professionalism in the face of this challenge. While we all might like to press pause on this reinsurance renewal, that is unfortunately not an option. We will not be sharing any pricing specifics today as the negotiations are still in progress. However, I do feel it important to provide a few high-level comments on the overall status of our core first event reinsurance tower for this year. As we disclosed during our year-end earnings call, with capacity already locked in via the Florida Hurricane Catastrophe Fund and multiyear deals, we stood at over 75% of our desired core first event reinsurance tower complete. The market pricing for the remaining capacity has already been sent into the worldwide catastrophe reinsurance market for its proper subscriptions. And since last week, we have already been receiving authorizations from our reinsurance partners for the June 1, 2020 program. As of today, the percentage complete is approaching 90%, so we are well on our way. ","compname reports q1 earnings per share $0.61. q1 gaap earnings per share $0.61. q1 adjusted non-gaap earnings per share $0.79. " "Our third quarter results, reported yesterday, demonstrate continued execution of our multiyear strategic priorities, including disciplined growth and operational improvements. Our direct premiums earned growth of 15% in the third quarter was primarily driven by primary rate increases in Florida earning through the book. We have now filed for more than 34% in primary rate increases in Florida over the past 18 months while simultaneously continuing to shape our underwriting risk with total policies in force relatively flat year-over-year. Our business expenses were lower from continued expense management controls, including lower agency commissions and employee productivity gains, in addition to lower executive compensation accruals. These results were highlighted by a 16.4% annualized return on average equity in the quarter. As a reminder, discussions today on adjusted operating income and adjusted earnings per share are on a non-GAAP basis and exclude effects from unrealized and realized gains and losses on investments and any extraordinary reinstatement premiums and related commissions. Adjusted operating income also excludes interest expense. We ended the third quarter with total revenue down 7.8% to $287.3 million, driven primarily by the realized gain on investments of $53.8 million in the third quarter of the prior year versus a $4.3 million realized gain in the current quarter. Direct premiums earned were up 15% for the quarter, led by primary rate increases in Florida and other states earning through the book as policies renew. EPS for the quarter was $0.64 on a GAAP basis and $0.63 on a non-GAAP adjusted basis, driven by a combined ratio improvement of 36.1 points for the quarter to 98.6%. The improvement was driven by a 30.9 point improvement in the net loss and LAE ratio from decreased weather events and lower prior year's reserve development, partially offset by current year strengthening and higher reinsurance costs impact on the ratio. The expense ratio improved 3.7 points on a direct premiums earned basis due to continued focus on operating efficiencies, as Steve mentioned in his remarks. On a net basis, the expense ratio improved 5.2 points for the quarter. On our investment portfolio, we saw our net investment income decrease 38.6% to $2.8 million, and our realized gains decreased 92% to $4.3 million for the quarter. Both decreases are the result of the sale and subsequent reinvestment at lower yields of a majority of securities in the portfolio that were in an unrealized gain position in the third and fourth quarters of 2020 to recognize the fair value benefits in surplus. In regards to capital deployment, during the quarter, the company repurchased approximately 101,000 shares at an aggregate cost of $1.4 million. The company's current share repurchase authorization program has $17.8 million remaining as of September 30, 2021, and runs through November 3, 2022. On July 19, 2021, the Board of Directors declared a quarterly cash dividend of $0.16 per share of common stock, which was paid on August 9, 2021, to shareholders of record as of the close of business on August 2, 2021. As mentioned in our release yesterday, we are maintaining our guidance for 2021. We still expect a GAAP and non-GAAP adjusted earnings per share range of between $2.75 and $3 and a return on average equity of between 17% and 19%. The guidance assumes no extraordinary weather events in 2021 and also assumes a flat equity market for GAAP EPS. If weather events exceed plan, we expect to see both the benefit from our claims adjusting business and increased loss costs. ","compname reports q3 gaap earnings per share of $0.64. q3 gaap earnings per share $0.64. qtrly non-gaap adjusted earnings per share of $0.63.3q21 direct premiums earned up 15.0% driven by primary rate increases earning-in. " "We ended the year with a record of more than $1.5 billion of premium now in force. Unfortunately, the industry, markets we served had a record-setting frequency of weather events during the 2020 winter season which impacted our 4th quarter and full year results. We were impacted by Hurricane Sally, PCS, Zeta and Eta in 2020 and to a much lesser extent Hurricane delta. In addition, we had exposure to a series of other 2020 PCS weather events and minimal exposure to the Midwest Derecho. All told, we had a bit over 10,000 claims in the fourth quarter from named 2020 storms and other PCS events. We did not have any exposure to hurricane Laura or any other weather in Texas or Louisiana including the recent winter storms. We also had no exposure to the West Coast wildfires as we do not write business in those markets. Despite the weather in 2020, we continued our focus on underwriting increasing our primary rates in Florida, close to 20% for the full year, including 7% in the 4th quarter for 2020 reinsurance costs as well as increases in some of our other states. We continue to implement new binding guidelines to address emerging loss trends. We have continued to maintain a resilient balance sheet that has self funded our risk bearing entities capital requirements in addition to enhancing our reserves. We continue to be backed by our great reinsurance program and partners with close to 75% of our first event reinsurance capacity for June 1, 2021 secured already. We continued our geographic expansion efforts in 2020 and implemented our catastrophe rapid response teams during the COVID-19 pandemic which accelerated our use of digital technology for adjusting claims. We also continue to develop adaptive adjusting approaches to address claims loss cost trends. We look forward to 2021 as we continue to focus on resiliency and taking the necessary steps to provide reliability to consumers and reduce uncertainty for shareholders. As a reminder, discussions today on adjusted operating income and adjusted earnings per share are on a non-GAAP basis and exclude effects from unrealized and realized gains and losses on investments, an extraordinary reinstatement premiums and related commissions. Adjusted operating income also excludes interest expense. We ended 2020 with total revenue up 14.2% to $1.1 billion, driven primarily by growth in net premiums earned, realized gains on investments and increases in service revenue, partially offset by decreases in net investment income and increased reinsurance costs. EPS for the quarter was a loss of $0.57 on a GAAP basis and a loss of $0.84 on a non-GAAP adjusted basis. For the year, we generated earnings per share of $0.60 on a GAAP basis and a loss of $0.90 on a non-GAAP adjusted basis. These results were impacted predominantly by weather events in 2020 and related social dynamics and increased reinsurance costs. Our direct premiums written grew by 21.9% in Q4 compared to the prior year's quarter led by the impact of rate increases in Florida and other states taking effect as well as strong direct premium growth in Q4 of 18.9% in states outside of Florida. For the full year, direct premiums written were up 7% led by rate increases and increased volume as well as strong direct premium written growth of 17.7% in other states and slightly improve policy retention. On the expense side, the combined ratio decreased 18.9 points for the quarter to 124% but increased 9.7 points for the full year to 113.6%. The full year increases were driven primarily by an increase of 13 points for increased weather in 2020. In addition, increases were also attributable to an increase in our core loss pick when compared to the full prior year and the effect on the ratio from increased reinsurance costs. The increases were partially offset by a lower level of prior years reserve development on prior year's losses in LAE reserves, which accounted for 4.1 loss ratio points. A benefit from our claims adjusting business and a 90 basis point improvement in the expense ratio, net investment income decreased 62.7% for the quarter and 33.7% for the full year primarily due to lower yields on cash and fixed income investments during 2020 when compared to 2019. Realized gains for the quarter and for the full year resulted primarily from taking advantage of increased market prices on our available for sale debt investment for portfolio and to a lesser extent aided by the sale of equity securities. Unrealized gains were driven by market fluctuations in equity securities resulting in a favorable outcome for the quarter and the full year. In regards to capital deployment, during the fourth quarter, the company repurchased approximately 193,000 shares at an aggregate cost of $2.4 million, for the full year, the company repurchased approximately 1.6 million shares at an aggregate cost of 28.9 million. For 2021 guidance, we expect a GAAP and non-GAAP adjusted earnings per share range of between $2.75 and $3 assuming no extraordinary weather events in 2021 and a return on average equity of between 17% to 19%. The guidance assumes no extraordinary weather events in 2021. It also assumes a flat equity market for GAAP earnings per share if weather events exceed plan, we expect to see both a benefit from our claims adjusting business and increased loss cost. ","q4 gaap loss per share $0.57. qtrly adjusted loss per share $0.84. initiating fy21 guidance: gaap and non-gaap adjusted earnings per share of $2.75 - $3.00. " "These uncertainties are detailed in documents filed regularly with the SEC. We use adjusted constant dollar amounts as lead numbers in our discussion because we believe they more accurately represent the true operational performance and underlying results of our business. You may also hear us refer to reported amounts, which are in accordance with US GAAP. Due to the significant impact of the coronavirus pandemic on our prior year figures, today's call also contains certain comparisons to the same period in fiscal 2020 for additional context. These comparisons are all under the reported dollar basis. On June 28, 2021, the company completed the sale of its Occupational Workwear business. Accordingly the company has reported the related held for sale assets and liabilities of this business as assets and liabilities of discontinued operations and included the operating results and cash flows of this business in disc ops for all periods through the date of sale. Joining me on the call will be VF's Chairman, President and CEO, Steve Rendle; and EVP and CFO, Matt Puckett. We are encouraged by the strong start to our fiscal 2022 year. Our teams delivered an outstanding first quarter powering VF back to pre-pandemic revenue levels while driving an earnings recovery well ahead of our initial expectations. We continue to see broad based momentum across the portfolio, which furthers my confidence in our ability to accelerate growth through fiscal 2022 and beyond. While the near-term environment remains somewhat clouded by virus surges in Southeast Asia, uncertainties in other regions brought on by the impact of new variants and further pressures on the global supply chain, our teams are executing. We remain focused on the things that we can control and winning the parts of our business with the consumers coming back strong. And we remain confident in our ability to continue driving this sharp recovery across our business. Matt, will walk you through our results in detail, but I'll start off with some Q1 highlights. VF revenue has surpassed pre-pandemic levels growing 96% or 83% organically to $2.2 billion with momentum across brands, regions, and channels. Our global DTC business delivered high single-digit growth relative to prior peak levels driven by a strong acceleration from our brick and mortar stores in the US and continued strength in our digital. Our organic DTC digital business is now 72% above fiscal 2020 levels including the growing benefit of our omnichannel capabilities as we serve our consumers seamlessly across their choice of channel. We've seen a sharp recovery in our wholesale business, which grew over 100% organically in Q1 approaching prior peak fiscal 2020 levels. Strong sell-through trends and clean channel inventory levels from the past year are now translating into stronger fall '21 and spring '22 order books supporting an improving outlook for our wholesale business for this year and beyond. We've seen a strong recovery in our gross margin, which grew 260 basis points to 56.7% in Q1. This represents organic gross margin expansion relative to prior peak fiscal 2020 levels despite a 30 basis point headwind from a more challenging logistics and freight environment. VF drove organic earnings growth of 133% delivering $0.27 in Q1. essentially doubling our plan. We're pleased to see our top line momentum and strong gross margin expansion translate into better than anticipated, SG&A leverage and earnings flow through an indication of the upside potential of our model as our recovery accelerates. Now, turning to our brand highlights from the quarter. The Vans brand as returned to pre-pandemic revenue levels growing 102% in Q1. The recovery has been led by global DTC business, which drove double-digit growth relative to fiscal 2020 led by 73% growth in digital. This DTC strength has been broad based with each region reporting positive DTC growth relative to pre-pandemic levels. More Vans consumers have returned to in-person shopping experiences earlier than expected and we see encouraging trends in our DTC KPIs with consumers buying more frequently and spending more per purchase relative to historic levels. In EMEA despite the continued impact of lockdowns and supply chain disruptions, the Vans business grew 125% this quarter representing 30% growth relative to fiscal 2020, with strength across all major markets as stores reopened throughout the region. Vans APAC business grew 19% in Q1, led by 22% growth in China. June marked a milestone for the brand in China with the stock launch of the Vans Family program while the official launch will be celebrated with the Super Brand Day on Tmall tomorrow. We have already registered over one million new loyalty members following the initial launch bringing Global Vans Family membership to nearly 17 million consumers. Vans kicked off it's 52 week drop calendar this quarter seeking to create a consistent, predictable, globally aligned and focused approach to drive brand energy and consumer engagement. Seven weeks into the program, we are encouraged by the initial consumer reads and the instance sell out of several early drops. Internally, the Vans team has increased its focus, energy, and resources around driving newness and compelling storytelling, which we believe will unlock further long-term value for the brand. The team is on track to more formally market the Vans drop list in fiscal Q3 ahead of the fall holiday season. We remain bullish on the set up for Vans moving through fiscal 2022 and are encouraged by the early reads from the back to school season underway. We are raising off our full year outlook to growth of 28% to 29%, representing growth of 9% to 10% relative to fiscal 2020. Moving on to the North Face. Global brand revenues increased 83% representing 6% growth above pre-pandemic levels. All regions rebounded sharply in Q1, highlighted by continued exceptional performance in EMEA, which grew 142% versus the prior year, and 58% relative to fiscal '20, despite the impact of door closures over the period. The APAC business grew 22% in Q1, highlighted by 80% growth in digital relative to fiscal 2020 levels. The North Face's spring sell-through rates where some of the highest in years reflecting strong progress on the brand's ability to drive 365 day relevancy. TNF continues to drive energy in on-mountain categories with the FutureLight franchise as well as the Vectiv footwear rollout, further establishing its legitimacy in outdoor footwear. We also see outsized growth in the casual categories such as logo wear, which grew over 100% in Q1 as consumers show strong engagement with the brand Off-Mountain. TNF loyalty program the XPLR Pass has grown to over 7 million consumers adding nearly 300,000 new members in Q1, driven by exclusive member experiences and reaching the consumer journey. We continue to be encouraged by the broad-based global momentum at The North Face and now expect the brand delivered 26% to 27% growth this year, representing 15% to 17% growth relative to fiscal 2020. Alongside the significant top line recovery, we're seeing strong improvements in profitability and continue to expect mid teen profitability for TNF in fiscal 2022. The Timberland brand delivered 63% growth in Q1 tracking ahead of plan. We are encouraged by high-teens growth in the Americas, and 87% growth in digital relative to fiscal 2020 level. We continue to see outsized growth from Outdoor, Apparel, and Timberland PRO each growing over 75% in the quarter. Momentum behind core iconic product also continues with heritage styles being strong demand despite historically low inventories. Our Timberland team remains committed to its purpose led vision highlighted by the recently announced Global Product Take-Back Program in partnership with ReCircled. Beginning this fall US consumers will be able to return any Timberland product to a brand store to either be refurbished for resale or recycled into future products. This program supports the brand's bold vision announced last fall for products to have a net positive impact on nature by 2030. We are encouraged by Timberland's strong start to the year and as a result, we now expect the brand to deliver modest growth relative to fiscal 2020 surpassing pre-pandemic revenues beginning in Q2. Dickies delivered another exceptional quarter, growing 58% in Q1, well ahead of our plan as the brand has kicked off several new campaigns and inventories become more available, we've been pleasantly surprised by the intensity of sell-through performance across all wholesale partners in the US. This acceleration continues to be driven by both Work-Inspired Lifestyle product, which reported strong growth across all three regions as well as core work items. Work-Inspired Lifestyle now represents about 40% global brand revenue. Importantly, the Dickies brand has begun to deliver meaningful profitability improvements, driven by both gross margin expansion and SG&A efficiencies. Q1 represented a strong start to our goal of returning to double-digit profit margins in the Work segment in fiscal 2022. Following a strong Q1 performance and accelerating demand signals across channels, we are confident raising the full-year outlook for the Dickies brand to mid teen growth in fiscal 2022 representing over 25% growth relative to fiscal 2020 levels. A quick update on Supreme we continue to be happy with the integration process. The VF's supply chain organization continues to advance engagement with the Supreme teams with particular leverage opportunities in logistics capabilities, scale and relationships, which couldn't come in a more opportune time. One quarter into our fiscal year, we remain confident in our outlook of $600 million and $0.25 from the brand. Our strong results are reflection of the consistent execution, hard work and inspiring dedication of our teams around the world. This continued passion and energy alongside the broad based nature of VF's acceleration give me great confidence in our ability to continue driving the strong recovery underway. While the first quarter represents a small portion of our total year, we're starting off fiscal 2022 building up the great momentum which began in February of this year. I'm really happy to update you on our strong Q1 results and revised outlook for the year. We are encouraged by the continued broad-based momentum across our business and the set up for each of our big brands heading into the heart of our fiscal year. Despite additional pressures throughout the global supply chain. I remain confident in our team's ability to execute and to build on the strong earnings recovery delivered in Q1. Let me start with an overview of the operating environment across geographic regions. In the Americas, less than 5% of our stores were closed at the beginning of the quarter and all stores are currently operational. The strong US consumer, easing US restrictions, and increased vaccination rates have encouraged a gradual recovery in foot traffic alongside continued strength in conversion. Our Americas DTC business grew 84% organically in Q1, surpassing pre-pandemic levels, led by a sharper than expected recovery in our brick and mortar business. Consumer appetite for athletic athleisure and outdoor categories remained strong benefiting our direct business as well as the performance of our key accounts. Low inventories and strong sell-through trends continue to drive down promotional activity and improved quality of sales across the marketplace, which is resulting in stronger than expected order books for the upcoming fall and spring seasons. Moving onto the EMEA region, while lockdown measures continue to affect economic activity our business has remained resilient. Growing 97% organically in Q1, representing 13% growth relative to fiscal 2020. Both wholesale and DTC channels returned to growth relative to 2020. As continued strength from both our direct digital channel and from digital tightened partners have more than offset the impact of brick and mortar store closures. About 60% of our EMEA stores were closed at the start of the first quarter. As we sit here today, all of those doors have now reopened. Consumer confidence is improving as restrictions ease and we've seen strong performance from our brick and mortar fleet following reopening. For example, our UK business delivered triple-digit growth from open doors following 3 months of lockdown, representing growth of nearly 30%, relative to fiscal 2020. Finally, our APAC region continues to deliver double-digit growth despite sporadic resurgence of the virus across many market. Our China business grew 12% in Q1, which was impacted by a wholesale timing shift of revenues from Q1 into Q2. Excluding this impact, China would have delivered mid teen growth this quarter. We continue to see digitally led growth in the region, particularly with our tightened partners and remain confident in our ability to deliver greater than 20% growth in China in fiscal 2022. While we remain pleased with our APAC performance to-date we are observing most Southeast Asian market facing various degrees of lockdowns and travel restrictions and while only about 5% of our stores are currently closed commercial activity has been impacted across most APAC markets outside of China and Hong Kong. This latest wave also presents additional near-term uncertainty for our global supply chain. In recent weeks more widespread virus outbreaks in key sourcing countries with lower levels of vaccinations have resulted in temporary factory lockdowns and manufacturing capacity constraints. Our supply chain also continues to be impacted by port delays, equipment availability and other logistics challenges. Essentially, every link in the supply chain has been impacted to varying degrees over the last 18 months. And while we're not immune to this, we believe we've managed these challenges relatively better than most. Our teams remain focused on delivering the products to satisfy increasing demand signals in the most cost effective and efficient way. Some of the actions include using air freights, other means of expedited shipping and dual sourcing where appropriate. While we remain confident in our ability to service our strong growth plan, there is a financial implications to these actions. For example, we expect to spend more than $35 million in incremental expedited freight charges relative to fiscal 2020. We view our supply chain is a key competitive advantage of VF and our teams are proving this now more than ever. I want to echo Steve's appreciation for the supply chain teams' incredible execution over the past 18 months. As a result of their tireless and tremendous effort, I remain confident in our ability to continue navigating this dynamic environment. Now, moving into our Q1 financial results. Total VF revenue increased 96% or 83% organically to $2.2 billion reaching pre-pandemic levels one quarter ahead of our initial expectations. Our Q1 digital business is 72% above fiscal 2020 levels organically, representing a 31% two year CAGR. We also continuously strengthened from key digital partners globally with pure play digital wholesale growth of over 70% relative to fiscal 2020. VF total digital penetration was roughly a quarter of our Q1 revenues which represents about 2 times our penetration from the first quarter of 2020. Gross margin expanded 260 basis points to 56.7% representing organic expansion from Q1 peak gross margin levels in fiscal 2020. Relative to last year, the strong expansion was driven by greater full price selling partially offset by the expedited freight costs and business mix as our wholesale business rebounded sharply in the quarter. When compared to fiscal 2020 gross margins, we generated a strong mix benefit, partially offset by the incremental air freight costs and FX. Operating margin expanded meaningfully to 6.8% driven by the strong gross margin performance and SG&A leverage relative to the prior year. We delivered earnings per share of $0.27 in Q1, representing 133% organic growth driven by a stronger top line and earnings flow through relative to our initial expectations. Owing to strong broad-based performance in Q1, we are raising our full-year fiscal 2022 outlook. Our outlook today assumes no significant changes to the environment, including increased disruption to our supply chain operations. VF's revenue is now expected to be at least $12 billion representing at least 30% growth from fiscal 2021 and mid-teen increase relative to our prior peak revenue in fiscal 2020. Excluding the Supreme business, our fiscal 2022 outlook implies organic growth of at least 25% representing at least 9% organic growth relative to fiscal 2020. As Steve covered, the increase to our revenue guidance is broad based across the portfolio, the stronger outlooks for each of our top core brands and sizable increases in two of our emerging brands, Altra and SmartWool. Specifically, the improved outlooks are supported by stronger-than-anticipated order books and the accelerating DTC trends we've observed over the past five months. Moving down to P&L we still expect gross margin to exceed 56% despite a 20 basis point to 30 basis point headwind from additional airfreight that wasn't assumed in our initial outlook. We now expect operating margins to be at least 13%, an improvement of over 20 basis points from our initial outlook, a signal to the upside potential of our model as their topline accelerates. Fiscal 2022 earnings per share is now expected to be at least $3.20 including a $0.25 per share contribution from the Supreme brand representing at least 20% earnings growth relative to fiscal 2020. We continue to expect to generate over 1 billion operating cash flow this year with planned capital expenditures of about $350 million including the impact of growth investments, as well as deferred capital spending from fiscal 2021. As announced on June 28, we closed the sale of the Occupational Work business this quarter providing roughly $615 million of additional liquidity. These proceeds are reflected in our fiscal 2022 outlook for total liquidity to exceed $4 billion. We expect to exit this year with net leverage between 2.5 times and 3 times providing us meaningful near term optionality deploy excess capital moving forward. We took bold decisive actions last year to position our brands and the enterprise with a strong recovery currently underway. And the balanced broad based nature of this recovery, along with the continued optionality that our model provides gives me confidence in our ability to drive sustainable long-term growth moving forward. ","vf sees fy adjusted earnings per share at least $3.20. sees fy adjusted earnings per share at least $3.20. sees fy revenue at least $12 billion. " "Nick will then summarize the performance of our Tobacco business. Now turning to Vector Group's consolidated balance sheet. At June 30, 2021, our balance sheet remained strong. We maintained significant liquidity with cash and cash equivalents of $490 million, including cash of $155 million at Douglas Elliman and $108 million at Liggett. We also held investment securities and investment partnership interests with a fair market value of $212 million at June 30, 2021. Turning to Vector Group's consolidated results from operations for the three months ended June 30, 2021, Vector Group's revenues were $729.5 million compared to $445.8 million in the 2020 period. The $283.8 million increase in revenues was a result of an increase of $266.8 million in the Real Estate segment and $17 million in the Tobacco segment. Net income attributed to Vector Group was $93.3 million or $0.61 per diluted common share compared to $25.8 million or $0.16 per diluted common share in the second quarter of 2020. The company recorded adjusted EBITDA of $144.2 million compared to $76.5 million in the prior year. Adjusted net income was $96.5 million or $0.63 per diluted share compared to $28.7 million or $0.19 per diluted share in the 2020 period. Moving on to results for the six months ended June 30, 2021. Vector Group's revenues were $1.27 billion compared to $900.2 million in the 2020 period. The $373 million increase in revenues were primarily attributed to the Real Estate segment. Net income attributed to Vector Group was $125.3 million or $0.81 per diluted common share compared to $22.5 million or $0.14 per diluted common share in the 2020 period. The company recorded adjusted EBITDA of $238.6 million compared to $136.7 million in the prior year. Adjusted net income was $141.8 million or $0.92 per diluted share compared to $68.6 million or $0.45 per diluted share in the 2020 period. Moving on to results for the last 12 months ended June 30, 2021. Vector Group reported revenues of $2.38 billion, net income of $195.7 million and adjusted EBITDA of $435.3 million for the last 12 months ended June 30, 2021. Now turning to Douglas Elliman's financial performance for the three, six and last 12 months ended June 30, 2021. For the three months ended June 30, 2021, Douglas Elliman reported $392 million in revenues compared to $132.9 million in revenues in the 2020 period. For the second quarter of 2021, Douglas Elliman reported net income of $43.2 million and adjusted EBITDA of $45.3 million compared to a net loss of 50 -- excuse me, net loss of $5 million and adjusted EBITDA loss of $1.1 million in the second quarter of 2020. The net loss for the three months ended June 30, 2020, included pre-tax restructuring charges of $3 million. For the six months ended June 30, 2021, Douglas Elliman reported $664.8 million in revenues compared to $298.5 million in revenues in the 2020 period. For the 2021 six-month period, Douglas Elliman reported net income of $57.1 million and adjusted EBITDA of $61.6 million compared to a net loss of $74.1 million and an adjusted EBITDA loss of $8.8 million in the 2020 period. The net loss in the 2020 period included pre-tax charges for noncash impairments of $58.3 million and pre-tax restructuring charges of $3 million. For the last 12 months ended June 30, 2021, Douglas Elliman reported $1.14 billion in revenues, $83 million in net income and $92.4 million in adjusted EBITDA. In addition, Douglas Elliman reported closed sales of $42.9 billion for the last 12 months ended June 30, 2021. Douglas Elliman's strong year-to-date results were driven by continued momentum in all markets, and both closed sales volume and revenues more than doubled from the comparable 2020 period. We are particularly pleased with the continued strength of the South Florida market as well as the rebound of New York City during the first six months of 2021. In addition, Douglas Elliman's gross margin or company dollar increased to $105.5 million in the second quarter of 2021 from $42.7 million in the second quarter of 2020. For the six months ended June 30, 2021, Douglas Elliman's gross margin increased to $179.6 million from $95.9 million for the same period in 2020. As Douglas Elliman's revenues and gross margin significantly increased in 2021, we discontinued certain expense reductions implemented in the second quarter of 2020, including reductions to advertising and distressed scenario compensation. Liggett continued its strong 2021 performance during the second quarter with another significant increase in year-over-year earnings. Despite a challenging competitive marketplace, our go-to-market strategy continues to prove successful, and we remain confident our brand portfolio is well positioned to meet evolving market demands. In the second quarter of 2021, Eagle 20's volumes remained stable and the brand delivered significantly higher margins, while Pyramid continues to deliver substantial profit and market presence to the company. We are also very pleased with the performance of our price-fighting brand, Montego, as we expand its targeted distribution footprint. I will now turn to the combined tobacco financials for Liggett Group and Vector Tobacco. For the three and six months ended June 30, 2021, revenues were $329.5 million and $598 million, respectively, compared to $312.5 million and $599.6 million for the corresponding 2020 periods. Tobacco adjusted operating income for the three and six months ended June 30, 2021, was $103.2 million and $182.1 million compared to $79.4 million and $148.5 million for the corresponding periods a year ago. Liggett's second quarter earnings represent a 30% increase over the year ago period and were primarily the result of higher gross margins associated with higher pricing and promotional spending efficiencies. We also continue to manage our tobacco operations cost base effectively. In addition to these factors, increased wholesale inventories associated with the timing of our price increase at the end of June contributed to the quarter-over-quarter earnings increase. We estimate that approximately 30% of the almost $24 million earnings increase is the result of these incremental wholesale purchases. We expect this to reverse in the third quarter as inventories normalize. According to Management Science Associates, overall industry wholesale shipments through June 30, 2021, were down approximately 5% compared to last year, while Liggett's wholesale shipments decreased by 7.7% for the comparable period. As we regularly note, we believe retail shipments are a better indicator of short-term industry trends, because inconsistent wholesaler purchasing patterns typically do not impact retail sales. Liggett's retail shipments through June 30, 2021, declined 6.4% from the year ago period, while industry retail shipments decreased 2.7% during the same time frame. As a result, Liggett's year-to-date retail share has declined slightly to 4.13% from 4.29% in the corresponding period last year. As noted on previous calls, we anticipated modest declines in Liggett's year-over-year retail share due to increased net pricing consistent with our successful long-term income growth strategy. However, we do expect this trend to abate throughout the second half of this year as we expand Montego markets. Despite price increases, Eagle 20's retail volume remained strong. It is currently the third largest discount brand in the U.S. and is sold in approximately 85,000 stores nationwide. Montego is competitively priced in the growing deep discount segment, and we are taking a carefully targeted approach with expansion. To date, we remain pleased with the market's response to Montego, which is now sold in nearly 30,000 stores. Montego delivered approximately 12% of Liggett's volume for the second quarter of 2021 compared to 5% in the second quarter of last year. In summary, we are pleased with the operational and financial performance of our tobacco business. The second quarter results continue to validate our market strategy and reflect the competitive strength we have in the deep discount segment, including our broad base of distribution, consumer-focused programs and the scope and executional capabilities of our sales force. As we look ahead, we remain focused on generating incremental operating income from the strong sales and distribution base of our brand portfolio. Finally, while we are always subject to industry regulatory and general market risks, we remain confident that we have effective programs and infrastructure in place to keep our business operating efficiently while supporting market share and profit growth. Vector Group had an outstanding second quarter, underscored by record quarterly revenues in our Real Estate segment and record operating income in both our Tobacco and Real Estate segments. We have strong cash reserves, have consistently increased our tobacco market share on profits over the long term and have taken the necessary steps to position our Real Estate business for future continued success. We are pleased with our long-standing history of paying a quarterly cash dividend. It remains an important component of our capital allocation strategy, and it is our expectation that our policy will continue well into the future. ","q2 earnings per share $0.61. q2 revenue rose 64 percent to $729.5 million. " "If you have any questions after reviewing these tables, please feel free to contact our Investor Relations team after the call. We saw significant improvement in refining margins globally in the third quarter as economic activity and mobility continued to recover in key markets. Refining margins were supported by strong recovery in product demand, coupled with product inventories falling to low levels during the quarter. light product inventories are now at five-year lows and total light product demand is over 95% of the 2019 level. Across our system, current gasoline sales are at 95% of the 2019 level, and diesel sales are 10% higher than in 2019. And on the crude oil side, medium and heavy sour crude oil differentials widened during the quarter as OPEC+ increased supply. Charles and Meraux refineries and the Diamond Green Diesel plant. We immediately deployed emergency teams and supplies after the storm to help our employees, their families, and the surrounding communities in the restoration and recovery effort. The affected facilities did not sustain significant damage from the storm. And once power and utilities were restored, the plants were successfully restarted. I'm very proud of our team's efforts and the ability to safely shut down and restart our operations. Despite the impacts of the hurricane, we also completed the Diamond Green Diesel expansion project, DGD 2, in the third quarter ahead of schedule and on budget and are in the process of starting up the new unit. DGD 2 increases renewable diesel production capacity by 400 million gallons per year bringing DGD's total renewable diesel capacity to 690 million gallons per year. In addition, we successfully completed and started up the new Pembroke Cogeneration Unit in the third quarter, which is expected to provide an efficient and reliable source of electricity and steam and further enhance the refinery's competitiveness. Looking ahead, the DGD 3 project at our Port Arthur refinery continues to progress and is still expected to be operational in the first half of 2023. With the completion of this 470 million gallons-per-year plan, DGD's total annual capacity is expected to be 1.2 billion gallons of renewable diesel and 50 million gallons of renewable naphtha. The large-scale carbon sequestration project with BlackRock and Navigator is also progressing on schedule. Navigator has received the necessary board approvals to proceed with the carbon capture pipeline system as a result of a successful binding open season. Valero is expected to be the anchor shipper with eight ethanol plants connected to this system, which should provide a higher ethanol product margin uplift. The Port Arthur Coker project, which is expected to increase the refinery's utilization rate and improve turnaround efficiency, is still expected to be completed in 2023. On the financial side, we remain disciplined in our allocation of capital, which prioritizes a strong balance sheet and an investment-grade credit rating. We redeemed the entire outstanding principal amount of our $575 million floating-rate senior notes due in 2023 in the third quarter, and we ended the quarter well capitalized with $3.5 billion of cash and $5.2 billion of available liquidity, excluding cash. Looking ahead, we continue to have a favorable outlook on refining margins as a result of low global product inventories, continued demand recovery, and global balances supported by the significant refinery capacity rationalization seen over the last year and a half. In addition, the expected high natural gas prices in Europe and Asia through the winter should further support liquid fuels demand as power generation facilities, industrial consumers, and petrochemical producers see incentives to switch from natural gas to refinery oil products for feedstock and energy needs. Continued improvement in earnings of our core refining business, coupled with the ongoing expansion of our renewables businesses should strengthen our competitive advantage and drive long-term shareholder returns. So, with that, Homer, I'll hand the call back to you. For the third quarter of 2021, net income attributable to Valero stockholders was $463 million or $1.13 per share, compared to a net loss of $464 million or $1.14 per share for the third quarter of 2020. Third-quarter 2021 adjusted net income attributable to Valero stockholders was $500 million or $1.22 per share, compared to an adjusted net loss of $472 million or $1.16 per share for the third quarter of 2020. The refining segment reported $835 million of operating income for the third quarter of 2021, compared to a $629 million operating loss for the third quarter of 2020. Third-quarter 2021 adjusted operating income for the refining segment was $853 million, compared to an adjusted operating loss of $575 million for the third quarter of 2020. Refining throughput volumes in the third quarter of 2021 averaged 2.9 million barrels per day, which was 338,000 barrels per day higher than the third quarter of 2020. Throughput capacity utilization was 91% in the third quarter of 2021, compared to 80% in the third quarter of 2020. Refining cash operating expenses of $4.53 per barrel were $0.27 per barrel higher than the third quarter of 2020 primarily due to higher natural gas prices. The renewable diesel segment operating income was $108 million for the third quarter of 2021, compared to $184 million for the third quarter of 2020. Renewable diesel sales volumes averaged 671,000 gallons per day in the third quarter of 2021, which was 199,000 gallons per day lower than the third quarter of 2020. The lower operating income and sales volumes in the third quarter of 2021 are primarily attributed to plant downtime due to Hurricane Ida. The ethanol segment reported a $44 million operating loss for the third quarter of '21, compared to $22 million of operating income for the third quarter of 2020. Ethanol production volumes averaged 3.6 million gallons per day in the third quarter of 2021, which was 175,000 gallons per day lower than the third quarter of 2020. For the third quarter of 2021, G&A expenses were $195 million and net interest expense was $152 million. Depreciation and amortization expense was $641 million, and income tax expense was $65 million for the third quarter of 2021. The effective tax rate was 11%, which reflects the benefit from the portion of DGD's net income that is not taxable to us. Net cash provided by operating activities was $1.4 billion in the third quarter of 2021. Excluding the favorable impact from the change in working capital of $379 million and our joint venture partner's 50% share of Diamond Green Diesel's net cash provided by operating activities, excluding changes in DGD's working capital, adjusted net cash provided by operating activities was $1 billion. With regard to investing activities, we made $585 million of total capital investments in the third quarter of 2021, of which $191 million was for sustaining the business, including costs for turnarounds, catalysts, and regulatory compliance and $394 million was for growing the business. Excluding capital investments attributable to our partner's 50% share of Diamond Green Diesel and those related to other variable interest entities, capital investments attributable to Valero were $392 million in the third quarter of 2021. Moving to financing activities. We returned $400 million to our stockholders in the third quarter of 2021 through our dividend, resulting in a payout ratio of 40% of adjusted net cash provided by operating activities for the quarter. With respect to our balance sheet at quarter-end, total debt and finance lease obligations were $14.2 billion, and cash equivalents were $3.5 billion. And as Joe mentioned earlier, we redeemed the entire outstanding principal amount of our $575 million floating-rate senior notes due in 2023 in the third quarter. The debt-to-capitalization ratio, net of cash and cash equivalents, was 37%. And at the end of September, we had $5.2 billion of available liquidity, excluding cash. We still expect capital investments attributable to Valero for 2021 to be approximately $2 billion, which includes expenditures for turnarounds, catalysts, and joint venture investments. About 60% of our capital investments is allocated to sustaining the business and 40% to growth. And over 60% of our growth capital in 2021 is allocated to expanding our renewable diesel business. For modeling our fourth-quarter operations, we expect refining throughput volumes to fall within the following ranges: Gulf Coast at 1.67 million to 1.72 million barrels per day; Mid-Continent at 455,000 to 475,000 barrels per day; West Coast at 230,000 to 250,000 barrels per day; and North Atlantic at 435,000 to 455,000 barrels per day. We expect refining cash operating expenses in the fourth quarter to be approximately $4.70 per barrel. With respect to the renewable diesel segment, we expect sales volumes to average 1 million gallons per day in 2021. Operating expenses in 2021 should be $0.50 per gallon, which includes $0.15 per gallon for noncash costs such as depreciation and amortization. Our ethanol segment is expected to produce 4.2 million gallons per day in the fourth quarter. Operating expenses should average $0.43 per gallon, which includes $0.05 per gallon for noncash costs such as depreciation and amortization. For the fourth quarter, net interest expense should be about $150 million, and total depreciation and amortization expense should be approximately $600 million. For 2021, we still expect G&A expenses, excluding corporate depreciation, to be approximately $850 million. Before we open the call to questions, we, again, respectfully request that callers adhere to our protocol of limiting each turn in the Q&A to two questions. If you have more than two questions, please rejoin the queue as time permits. Please respect this request to ensure other callers have time to ask their questions. ","compname posts q3 adjusted earnings per share $1.22. q3 adjusted earnings per share $1.22. q3 earnings per share $1.13. refinery throughput volumes averaged 2.9 million barrels per day in q3, which was 338 thousand barrels per day higher than q3 2020. " "Avner will review our financial performance and provide trends and key assumptions for the second quarter and full year 2021, with closing remarks from Steve. This will be followed by Q&A. A replay of today's call will be available for the next seven days. I would now like to call over to our President and Chief Executive Officer, Steve Kaniewski. Before we recap our first quarter results, I would like to share some opening comments. On March 8th, we recognized our 75th anniversary as a company. We've come a long way since 1946, when our Founder, Robert B. Daugherty, a young marine coming home after World War II, started a fabrication shop in the small community of Valley in Nebraska. Our business has certainly evolved over the past 75 years, but over this time we have remained centered on serving our customers and delivering value through our focus on execution, and our commitment to conserving resources and improving lives. As we reflect on our history, we're very proud of the impact we've had on the lives of employees, customers, suppliers, business partners, communities and all those we have touched. As we look forward, we are energized by the opportunity to continue expanding this impact long into the future. We are also excited to host our Virtual Investor Day coming up in May, where we will share more about our strategic vision for the company, and have several of our business leaders provide greater insight into their businesses and markets. Our disciplined and deliberate strategy to be the price leader in all our markets, enabled by our strong product portfolio has served us well in this unprecedented inflationary environment. I also want to recognize our operations teams who have been working hard since the onset of the pandemic, and redoubled their efforts this past quarter to secure our supply chain. Through these diligent and focused efforts, we were able to avoid material disruptions in our operations, and deliver solid operating income growth for the company. Net sales of $774.9 million, increased $100.7 million or 14.9% compared to last year, due to significantly higher sales in the Irrigation and Utility Support Structure segments. Sales of $253.1 million grew $27.7 million or 12.3% compared to last year. Strong demand for renewable energy generation and utilities increasing investments in grid hardening and resiliency continue to drive sales growth. Moving to Engineered Support Structures. Sales of $222.3 million decreased $8.4 million or 3.6% compared to last year. Favorable pricing, growth in wireless communication sales, and favorable currency impacts were more than offset by anticipated lower transportation market volumes, as delays in the FAST Act approval during 2020, and the impacts from COVID-19 continued to affect the timing of road and construction projects. Wireless communication structures and components sales grew 20.6% compared to last year. Strong demand was led by carriers increasing their capital spending in support of 5G build-outs, as evidenced by significantly higher sales of our new small cell product offering and existing component sales. Favorable pricing in all regions also contributed to sales growth. Sales of $93.3 million, grew $5.1 million or 5.9% compared to last year, and improved sequentially from last quarter, primarily from more favorable pricing and improving end market demand. In Irrigation, sales of $229.7 million, grew $72.9 million or 46.5% compared to last year, with growth across most global regions, including 34% growth in our technology sales this quarter. In North America sales grew 15% year-over-year. Farmer sentiment has improved significantly, and the positive market drivers we mentioned last quarter are generating strong order flow. Agricultural commodity prices remain at multi-year highs, and net farm income levels are expected to remain elevated. Overall, world market demand for ethanol and very low feed and protein stocks in the U.S. and China are driving significantly higher demand for grain exports. International sales growth more than doubled compared to last year, and was led by higher sales in the Middle East, European markets and in Brazil, where we recognized another record quarter of sales in local currency. Deliveries of the multi-year project in Egypt continued during the quarter, and the project is tracking well. Sales in this segment were slightly below the range that we guided to last quarter, mainly due to a series of supply constraints of certain irrigation components. The strength of our global supply chain, and the agility of our global footprint helped mitigate the impact and others across our businesses. And these constraints have improved as we've entered the second quarter. This is just timing and we expect these sales to be recognized in the second quarter. Scalability is one of the benefits of our portfolio, enabling us to purchase mill direct steel and minimizing disruption in the procurement of steel, zinc and other metals to meet customer order commitments. Turning to Slide 5. Last month, President Biden revealed the American Jobs Plan, valued at more than $2 trillion. This multi-year stimulus package includes approximately $620 billion to modernize roads, bridges and highways. A $100 billion allocated to electrical grid investments and $100 billion focused on high-speed broadband investments. We recognize that additional details and approvals must be worked through, so the timing of these benefits are uncertain. However, we believe the administration's increased emphasis on upgrading aging infrastructure on our nation's roads and highways, reducing traffic congestion and carbon emissions, hardening the electrical grid, and increasing access to wireless connectivity across the country, will provide longer-term funding, stability that will have a positive impact on our infrastructure businesses. Moving to Slide 6. Last month, we released our Annual Sustainability Report, highlighting the contributions of our products and services to conserve resources, improve life and build a more sustainable world. I'm proud to have also announced our 2025 sustainability goals for carbon intensity, global electricity and global combustion fuel, along with setting water standards across the enterprise within this report. Later today, as a part of our Earth Day activities, we will commemorate the installation of our 1-megawatt solar field at our Valley, Nebraska campus. We are proud to be operating the largest, privately owned, behind-the-grid solar field in the State of Nebraska. Covering more than four acres, it will provide our campus with 6% of its electricity needs. I want to congratulate our team and our business partners who work diligently on this project. Strengthening our commitment to innovation with sustainability in mind. We look forward to providing more updates on our ESG initiatives at our Virtual Investor Day and throughout the year. Turning to slide eight and first quarter results, operating income of $77.2 million or 10% of sales was similar in quality of earnings to last year, driven by higher volumes in irrigation in utility, favorable pricing, which helped offset the impact of rapid raw material cost inflation and improved operational efficiencies. First quarter diluted earnings per share of $2.57, grew 29.1% compared to last year, driven by higher operating income and a more favorable tax rate of 21.9%, which was primarily due to a one-time incremental tax benefit associated with employee stock option exercises. Turning to the segments. On Slide 9, in Utility Support Structures, operating income of $21.7 million, or 8.6% of sales, decreased 380 basis points compared to last year. Strong volumes and improved operational performance were more than offset by the impact of rapidly rising raw material costs, which could not yet be recovered through pricing. Moving to Slide 10. In Engineered Support Structures, operating income of $19.9 million, or 9% of sales, increased 210 basis points over last year. Overall, we were very pleased with the results from the actions we took to improve performance through proactive pricing strategies and reduce SG&A expense to offset inflation and the lower volume. Turning to Slide 11. In the Coatings segment, operating income of $12.9 million, or 13.8% of sales, was 130 basis points higher compared to last year. Favorable pricing offset lower external volumes due to COVID impacts and end markets and a one-time natural gas expense of approximately $800,000 related to the February winter weather event in Texas. Moving to Slide 12. In the Irrigation segment, operating income of $38.7 million or 16.9% of sales, was 180 basis points higher compared to last year. Strong volumes and improved operational efficiency were partially offset by higher R&D expense for strategic technology growth investments. Turning to cash flow on Slide 13. We are focused on inventory optimization and overall improvement of a cash conversion cycle across our businesses. These efforts helped us deliver operating cash flow of $33.2 million and positive free cash flow this quarter, despite extraordinary inflationary pressures. Inventory levels are expected to remain elevated this year due to higher steel costs. Turning to Slide 14, for a summary of capital deployment. Capital spending in first quarter was approximately $28 million and we returned $21 million of capital to shareholders through dividends and share repurchases, ending the quarter with $391.5 million of cash. We continued to have an active acquisition pipeline and are prioritizing strategic investments in technology, especially in irrigation, higher-growth products and markets, and business solution that align with ESG principles while meeting our return on invested capital goals. Moving now to Slide 15. Our balance sheet remains strong with no significant long-term debt maturities until 2044. Our leverage ratio of total debt-to-adjusted EBITDA of 2.1 times remains within our desired range of 1.5 to 2.5 times and our net debt-to-adjusted EBITDA is at 1 times. For the second quarter, we estimate net sales to be between $805 million and $830 million, and operating income margins between 9.5% to 10.5% of net sales. The tax rate for second quarter is expected to be between 23% and 24% due to the execution of certain U.S. tax strategies. We are also reaffirming our outlook for the full year. Net sales are estimated to grow 9% to 14% year-over-year, which assumes a foreign currency translation benefit of 2% of net sales. Earnings per share is estimated to be between $9 and $9.70, excluding any restructuring activities. As mentioned last quarter with unprecedented raw material cost increases and higher freight costs, we continue to take quick and deliberate steps to implement pricing actions across all our segments, including multiple increases since the beginning of 2021, and are maintaining these strategies across our served markets. We are already seeing the benefit in most of our businesses with an improvement in Utility Support Structure expected in the second half of the year. Turning to our segment outlook on Slide 17. In Utility Support Structures, our record global backlog is providing good visibility for 2021 and beyond. Although steel costs remain at elevated levels, we believe the biggest challenges are behind us. We expect the quality of earnings to improve beginning in the second quarter. Contractual increases in selling prices will begin offsetting steel cost inflation and we expect a meaningful improvement in gross profit margin to accelerate in the second half of the year as higher steel cost indices are reflected in selling prices. Moving to Engineered Support Structures. We continue to expect some short-term softness in transportation markets as projects have been delayed due to the delays in 2020 FAST Act. extension approvals and continued COVID-19 impacts, especially in France and India. Demand for wireless communication structures and components remains strong. We believe sales will grow 15% to 20% in 2021, in line with market expectations, as carriers investment in 5G are expected to accelerate throughout this year. Moving to Coatings, end-market demand tends to correlate closely to industrial production levels. We expect to see modest sequential growth as the economy continues to improve and benefit from government stimulus initiatives in certain international markets, including Australia. Moving to irrigation, we expect favorable comparisons based on the estimated timing of deliveries of the large Egypt project, strong net farm income driving positive farmer sentiment, and a robust Brazilian market. We expect another quarter of positive free cash flow, driven by our emphasis and improving the cash conversion cycle and strategic inventory management. Raw material inflation can create short-term impacts on cash flows, and as previously mentioned, we have enacted strategies to manage these impacts, including certain raw material financial hedges to cover backlogs. Moving to Slide 18. We are off to a great start in 2021 across all end markets. As evidenced by our record $1.3 billion backlogs at the end of the first quarter. In Utility, our record backlog -- global backlog of nearly $720 million demonstrates the ongoing demand and necessity for renewable energy solutions, grid hardening and expanding ESG focus within the utility industry. We are very pleased to announce that in the first quarter, we were awarded the third and fourth purchase orders, totaling $220 million for the large project in the Southeast U.S., extending our backlog through the beginning of 2023 with that project and reconfirming our customers' confidence in our performance. We continue to strengthen key alliances with utility customers, and with our broad portfolio of products and manufacturing capabilities, we are well positioned to be the preferred strategic partner with utilities and developers, for their renewable energy and grid hardening goals. In Engineered Support Structures, we expect a solid year with some short-term softness in transportation, but the longer-term market trends, especially for road construction and single-family housing support future growth. Further, the critical need for infrastructure investment globally gives us confidence that these trends will remain strong. We expect demand for wireless communication structures and components to accelerate throughout 2021. Bringing reliable, high-speed broadband connectivity to people around the world is vital to elevating standards of living, safety and opportunity. Our broad portfolio of towers and components positions us well to support world broadband connectivity initiatives, working with groups such as the Wireless Internet Service Providers Association and the American Connection Broadband Project Coalition to help bridge the the digital divide. We're encouraged that both current and proposed legislation has allocated funding to support these efforts. Our Coatings business closely follows industrial production trends, and general economic activity. The drivers remain solid and the preservation of critical infrastructure and extending the life of steel fits well within our ESG principles. And in irrigation, recent improvements in net farm income have improved grower sentiment, and tighter ending feed and protein stocks are keeping grain prices at sustained six and seven year highs. As evidenced by our global backlog of over $350 million, this improved demand along with the strength across international markets and the large-scale multi-year project in Egypt, is providing a good line of sight for this year. Building on our strategy as the technology leader, earlier this week we announced the acquisition of PivoTrac, a Texas-based Ag technology company, with products focused on telemetry and control. This acquisition strengthens our footprint in the Texas Panhandle region, and adds more than 9,000 connections to our portfolio, growing our total connected machines to more than 123,000. This technology will integrate well with our AgSense Platform going forward, and each connected device adds to the cumulative, positive effect of the recurring revenue stream that these solutions provide. Turning to Slide 19, the summary. Our focus on execution and the benefit of positive market tailwinds across our businesses have led to a great start this year, and these look to extend into 2022. We expect solid operating performance and strong earnings per share accretion in 2021, and our teams are managing through the challenges of the current inflationary environment very well, through proactive pricing actions and the strength of our global supply chain. We remain focused on profitable growth and return on invested capital improvement, while keeping our employees and communities safe and investing in our businesses for growth. And as a reminder we are hosting a Virtual Investor Day on May 20th, where our leadership team will provide a deep dive into our businesses, and an update on our strategies to drive growth and long-term shareholder value creation. We encourage you to register in advance using the link on our Investors page. ","compname posts q1 earnings per share $2.57. q1 earnings per share $2.57. q1 sales rose 14.9 percent to $774.9 million. sees q2 sales $805 million to $830 million. reaffirming full year 2021 financial outlook. " "As usual, we'll start today's call with the CFO, who will review Vishay's second quarter 2021 financial results. Dr. Gerald Paul will then give an overview of our business and discuss operational performance as well as segment results in more detail. We use non-GAAP measures because we believe they provide useful information about the operating performance of our businesses and should be considered by investors in conjunction with GAAP measures that we also provide. I will focus on some highlights and key metrics. Vishay reported revenues for Q2 of $819 million, a quarterly record. Our earnings per share was $0.64 for the quarter, adjusted earnings per share was $0.61 for the quarter. The only reconciling items between GAAP earnings per share and adjusted earnings per share are tax related. There were no reconciling items impacting gross or operating margins. Revenues in the quarter were $819 million, up by 7.1% from previous quarter and up by 40.8% compared to prior year. Gross margin was 28%. Operating margin was 15.3% There were no reconciling items to arrive at adjusted operating margin. Adjusted earnings per share was $0.61. EBITDA was $163 million or 19.9%. There were no reconciling items to arrive at adjusted EBITDA. Reconciling versus prior quarter, operating income quarter two 2021 compared to operating income for prior quarter based on $54 million higher sales or $55 million higher excluding exchange rate impacts, operating income increased by $28 million to $125 million in Q2 2021 from $97 million in Q1 2021. The main elements were; average selling prices had a positive impact of $8 million, representing 1.0 ASP increase. The volume increased with a positive impact of $22 million, equivalent to a 6.1% increase in volume. Variable costs remained flat in total. Cost reductions and volume related efficiencies offset increases in materials, services and metal prices. Fixed costs remained flat in total, in line with our guidance. Reconciling versus prior year, operating income quarter two 2021 compared to adjusted operating income in quarter two 2020 based on $237 million higher sales or $215 million excluding exchange rate impacts, adjusted operating income increased by $84 million to $125 million in Q2 2021 from $42 million in Q2 2020. The main elements were: average selling prices had a negative impact of $2 million, representing a 0.3% ASP decline; volume increased with a positive impact of $101 million, representing a 36.4% increase. Variable costs decreased with a positive impact of $6 million, primarily due to volume-related increased manufacturing efficiencies and cost reduction efforts, which more than offset higher metal prices, annual wage increases and higher tariffs. Fixed costs increased with a negative impact of $19 million, primarily due to annual wage increases and higher incentive compensation partially offset by our restructuring programs. Inventory impacts had a positive impact of $5 million, exchange rates had a negative impact of $6 million. Selling, general and administrative expenses for the quarter were $104 million, in line with expectations. For quarter three 2021, our expectations are approximately $104 million of SG&A expenses. For the full year, our expectations are approximately $420 million at the exchange rates of quarter two. The debt shown on the face of the balance sheet at quarter end is comprised of the convertible notes due 2025 net of debt issuance costs. There were no amounts outstanding on a revolving credit facility at the end of the quarter. However, we did use the revolver from time to time during Q2 to meet short-term financing needs and expect to continue to do so in the future. No principal payments are due until 2025 and the revolving credit facility expires in June 2024. We had total liquidity of $1.6 billion at quarter end. Cash and short-term investments comprised $856 million and there were no amounts outstanding on our $750 million credit facility. Total shares outstanding at quarter end were 145 million. The expected share count for earnings per share purposes for the third quarter 2021 is approximately 145.5 million. Our convertible debt repurchase activity over the past three years, together with the adoption of the new convertible debt standard, significantly reduces the variability of our earnings per share share count. Our US GAAP tax rate year-to-date was approximately 19%, which mathematically yields a rate of 20% for Q2. We recorded benefits of $3.9 million for the quarter and $8.3 million year-to-date due to changes in tax regulations. Our normalized effective tax rate, which excludes the unusual tax items, was approximately 24% for the quarter and 23% for the year-to-date periods. We expect our normalized effective tax rate for the full year 2021 to be between 22% and 24%. Our consolidated effective tax rate is based on an assumed level and mix of income among our various taxing jurisdictions as shift in income could result in significantly different results. Also, a significant change in US tax laws or regulations could result in significantly different results. Cash from operations for the quarter was $117 million. Capital expenditures for the quarter were $32 million. Free cash for the quarter was $85 million. For the trailing 12 months, cash from operations was $365 million. Capital expenditures were $135 million, split approximately for expansion $86 million, for cost reduction $9 million, for maintenance of business $40 million. Free cash generation for the trailing 12-month period was $230 million. The trailing 12-month period includes $30 million in cash taxes paid for both the 2020 and 2021 installment of the US Tax Reform Transition Tax. The 2020 installment was paid in Q3 2020, whereas the 2021 installment was paid in Q2. Vishay has consistently generated in excess of $100 million in cash flows from operations in each of the past 26 years and greater than $200 million for the past 19 years. Backlog at the end of Q2 was $2.050 billion or 7.5 months of sales. Inventories increased quarter-over-quarter by $31 million, excluding the exchange rate impacts. Days of inventory outstanding were 76 days. Days of sales outstanding for the quarter are 43 days. Days payables outstanding for the quarter were 33 days, resulting in a cash conversion cycle of 86 days. Also in the second quarter, the steep upturn of our business visible since October of last year continued. We keep ramping up critical manufacturing capacities, increasing revenues and profits further. Quite excellent plant efficiencies, the impact of price increases and our traditional discipline in fixed cost support the financial results. Vishay in the second quarter achieved a gross margin of 28% of sales and operating margin of 15.3% of sales, earnings per share of $1.64 and adjusted earnings per share of $1.61. We, in the second quarter, generated $85 million of free cash and we do expect another solid year of cash generation. The economic environment for the electronics business continues to be exceptional with sales and backlogs at a historical high. Virtually all markets are currently in excellent shape and supply chains continue to be rather depleted. Despite all efforts to expand manufacturing capacities quickly, lead times for many product lines have stretched out rapidly and massively. Price pressure presently is very low and selected price increases are being implemented, partially required to offset increased costs for metals and transportation. Commenting on the regions. We see continued strong performance in Asia and in the Americas. Europe is somewhat lagging due to temporary supply problems in the automotive sector caused by a lack of ICs. The Industrial segment drives demand in all the regions. Distribution in all hemispheres continues to be extremely hungry for product. Talking about distribution, global distribution continues to get overwhelmed with orders. We see a record high since at least 15 years. POS in the second quarter was 5% over prior quarter and a remarkable 45% over prior year. After massive increases in the first quarter, POS increased further in all regions; by 3% in the Americas, by 6% in Asia and by 5% in Europe. Global distribution inventory has stabilized on very low partially critically low levels. Inventory turns of global distribution increased to quite extreme 4.4 from 4.3 in prior quarter; in the Americas, 2.1 after 1.9 in Q1 and 1.4 in prior year; in Asia, 7.4 turns after 6.7 in Q1 and 4.1 in prior year; 4.6 turns in Europe after 4.4 in Q1 and 3.0 in prior year. Talking about the various industry segments we serve. Automotive continues strong globally with OEMs continuing to struggle for replenishing vehicle inventory. The increase of electronic content clearly accelerates. There are some temporary supply programs leading to some artificial slowdown of the industry. Still expect previously forecasted growth of 10% versus prior year in terms of vehicles. We see an exceptional growth of the industrial sectors, which indicates an ongoing broad global upturn. Factory automation and accelerated residential development, governmental investments in power generation and transmission systems as well as alternative energy systems are driving the demand. Markets for computer and peripherals equipment are holding up well. 5G base station equipment continues to show promising growth in telecom. Military spending continues reasonably strong commercial aerospace showing first signs of recovery. The medical sector stabilized on a high level and consumer market sectors continued to show growth, driven by high rates of home construction, traditional television and gaming. Coming to the business development for Vishay. Due to high orders and backlogs and based on the continued increase of manufacturing capacities, Q2 sales excluding exchange rate impacts came in at a record and above the midpoint of our guidance. We achieved sales of $819 million versus $765 million in prior quarter and $582 million in prior year. Excluding exchange rate effects, sales in Q2 were up by $55 million or by 7% versus prior quarter and up by $215 million or 36% versus prior year. Book-to-bill in the second quarter remained on a very high level of 1.38 after 1.67 in prior quarter, 1.41 for distribution after 1.89 in quarter one, 1.34 for OEMs after 1.41, 1.41 for semiconductors after 1.86 in Q1, 1.35 for passives after 1.50 in quarter one, 1.33 for the Americas after 1.42 in the first quarter, 1.29 for Asia after 1.86 in Q1, 1.54 for Europe after 1.62 in Q1. Backlog in the second quarter climbed to another record high of 7.5 months after 6.8 months in Q1, 8.4 months in semis after 7.7 months in quarter one and 6.7 months in passives after 5.9 months last quarter. There's practically no price decline, in fact there are some increases quarter-over-quarter. Vis-a-vis prior quarter, we saw a price increase of 1% and versus prior year a slight loss of 0.3%. In semis, these numbers were an increase of 1.5% versus prior quarter and a slight decrease of 0.7% versus prior year. For passives, price increases plus 0.4% versus prior quarter and plus 0.1% versus prior year. Some highlights of operations. SG&A costs in the second quarter came in at $104 million according to expectations when excluding exchange rate effects. Manufacturing fixed costs in the second quarter came in at $141 million and according to expectation without ex tax rate effects. Total employment at the end of the second quarter was 22,500, 2% up from prior quarter at 22,060. Excluding exchange rate impacts, inventories in the quarter increased by $31 million, $11 million in raw materials and $20 million in way-in-process and finished goods. Inventory turns in the second quarter remained at a very high level of 4.8. Capital spending in Q2 was $32 million versus $25 million in prior year, $20 million for expansion, $2 million for cost reduction and $10 million for the maintenance of business. In view of the extremely high market demand, we are accelerating mid-term expansion programs noticeably. We now expect for the year '21 capex of approximately $250 million. We generated in the second quarter cash from operations of $365 million on a trailing 12-month basis. We generated in the second quarter free cash of $230 million, again on a trailing 12-month basis. Despite increased capex, we also for the current year expect a solid generation of free cash, quite in line with our tradition. Let me come to our product lines and I start as always with resistors. With resistors, we enjoy a very strong position in the auto, industrial, military and medical market segments. We offer virtually all resistor technologies and are globally known as a reliable and high quality supplier of the broadest product range. Vishay's traditional and historically growing business has recovered completely from the pandemic running at record levels now. Sales in the quarter were $195 million, up by $8 million or 4% versus prior quarter and up by $47 million or 32% versus prior year, all excluding exchange rate impacts. Book-to-bill ratio in the second quarter continued strong at 1.39 after 1.50 in prior quarter. Backlog increased further to 6.6 months from 5.6 months in prior quarter. Due to higher volume and quite excellent efficiencies in the plants, gross margin in the second quarter increased further to 30% of sales from 29% in prior quarter. Inventory turns in the quarter remained at a very high level of 5.1. Selling prices are increasing plus 0.5% versus prior quarter and plus 0.6% versus prior year. We are in process to raise critical manufacturing capacities for resistor chips and for power wirebond substantially, opening also a new production site in China. And we do expect a very successful year for resistors. This business consists of power inductors and magnetics. Since years, this is our fastest growing business we have in passives and represents one of the greater success stories of Vishay. Exploiting the growing need for inductors in general, Vishay developed a platform of robust and efficient power inductors and leads the market technically. With magnetics, we are very well positioned in specialty businesses, demonstrating their steady growth. Sales of inductors in the second quarter were $86 million, up by $2 million or 3% versus prior quarter and up by $19 million or 29% versus prior year, all excluding exchange rate effects. Book-to-bill ratio in the second quarter increased to 1.21 after 1.13 in prior quarter, backlog grew to 5.1 months from 4.5 in Q1. Gross margin reached a quite excellent level of 34% of sales after 33% in the first quarter. Inventory turns normalized to a level of 4.7, down from 5.1 in the first quarter. We see a reduced price pressure. We see price increases of 0.8% versus prior quarter and a decline of 2.2% versus prior year. We are accelerating our next steps of capacity expansion for power inductors in order to get ahead of the demand curve. Our business with capacitors is based on a broad range of technologies with a strong position in American and European market niches. We enjoy increasing opportunities in the fields of power transmission and of electro cars namely in Asia, especially in China. Sales in the second quarter were $120 million, 13% above prior quarter and 36% above prior year without exchange rate effects. Book-to-bill ratio in the second quarter remained at a high level of 1.37 after 1.73 in prior quarter. Backlog increased to a record level of 7.7 months from 7.4 months in Q1. Gross margin in the quarter improved further to 24% of sales coming from 23% in Q1. Inventory turns in the quarter remained at 3.9. Selling prices are increasing, plus 0.2% versus prior quarter, plus 1% versus prior year. We also expect a good year for capacitors driven by large governmental projects in China by a solid mill business and a very friendly business environment in general. Vishay's business with opto products consists of infrared emitters, receivers, sensors and couplers. The business in 2020 experienced a significant recovery from disappointing results in prior years. Also in opto, we see a strong acceleration of demand. Sales in the quarter were $76 million, 3% below prior quarter, but 47% above prior year without exchange rate impacts. Book-to-bill in the second quarter remained at a very high level of 1.69 after 1.66 in the first quarter. Backlog continued to grow to an extreme high of 9.3 months after 7 months in Q1, partially due to COVID-related restrictions of manufacturing capacities in Malaysia. This is the only place we incurred such restrictions. Gross margin in the second quarter remained at an excellent level of 32% of sales after 33% in the first quarter. I think we can say that opto is back to its historical profitability level. We see more normal inventory turns of 5.8 in the quarter after 6.4 in Q1. Also in the case of opto, selling prices are going up, plus 1.7% in prior quarter and plus 1.5% versus prior year. And we are in process to modernize and expand the Heilbronn fab in Germany. Diodes for Vishay represents a broad commodity business where we are the largest supplier worldwide. Vishay offers virtually all technologies as well as the most complete product portfolio. The business has a very strong position in the automotive and industrial market segments and keeps growing steadily and profitably since years. The business has started to exceed pre-pandemic levels. Sales in the quarter were $175 million, up by $18 million or by 11% versus prior quarter and up by $47 million or 36% versus prior year without exchange rate effects. There is a continued strong book-to-bill ratio of 1.45 in the quarter after 1.85 in the first quarter. Backlog climbed to an extreme high of 8.9 months from 7.9 months in prior quarter. Gross margin continued to improve to now 24% of sales as compared to 22% in Q1. Inventory turns were at 4.7 after 4.8 in prior quarter. Also for diode, selling prices are increasing by 1.7% versus prior quarter and by 0.2% versus prior year. We decided for a substantial expansion of our in-house fab capacity in Taipei introducing at the same time the 8-inch technology relevant also of course for cost reduction. As expected, diodes with a return to normal volumes has reached the pre-pandemic profitability levels. Vishay is one of the market leaders in MOSFET transistors. With MOSFETs, we enjoy a strong and growing market position in particular in automotive, which in view of an increasing use of MOSFETs in automotive will provide a successful future. Demand has reached extreme levels and increases further. Sales in the quarter were $168 million, a record level, 10% above prior quarter and 39% above prior year excluding exchange rate effects. Book-to-bill ratio for MOSFETs in the quarter was 1.26 after 1.97 in the first quarter. Backlog remained at an extreme level of 7.9 months as compared to 7.8 in Q1. Due to a combination of higher volume, better prices and even better efficiencies, gross margin in the quarter increased noticeably to 28% of sales, up from 24% in prior quarter. Inventory turns in the quarter increased further to 5.0 from 4.7 in Q1. We see decreasing price pressure. We have indeed increases of prices reasonably prior quarter of 1.2% and minus 2.5% versus prior year, much lower than normal. MOSFETs remain key for Vishay's growth going forward. Our industry and also Vishay continues to operate in a quite excellent economic environment. There is an unstoppable global trend toward electronification that makes our future promising. We are exploiting the present high demand to the best we can. But beyond this, we expect a mid-term acceleration of the electronification worldwide. We are preparing ourselves in terms of available machine capacities and will provide the capital required. While enjoying higher growth, we will definitely keep our feet on the ground in terms of fixed costs, as we always did so in the past. But we do plan to increase further our technical presence in the markets and we will increase critical R&D resources. We will do our utmost to remain the same fair and service oriented supplier close to our customers we are known for. The results for the third quarter look promising. We guide to a sales range between $810 million and $850 million at a gross margin of 28.3%, plus/minus 15 basis points. We'll now open the call to questions. Ashley, please take the first question. ","q2 adjusted earnings per share $0.61. q2 earnings per share $0.64. q2 revenue $819 million versus refinitiv ibes estimate of $821.1 million. sees q3 revenue $810 million to $850 million. " "These materials are available on the Ventas website at ir. Let me start by saying that we believe the macro environment and the Ventas outlook have turned an important corner and that the worst of the pandemic is behind us. You have no idea how good it feels to say those words, even though we recognize that significant uncertainty remains. The whole Ventas team is actively engaged in taking steps to win the recovery for our stakeholders. These steps include making smart portfolio and capital allocation decisions, capturing the embedded upside in our high-quality senior housing portfolio, focusing on operational excellence and initiatives, investing in value-creating development and acquisition opportunities across our demographically driven asset classes, attracting diverse, attractive capital, and maintaining financial strength and flexibility. I also think it's important to reiterate our gratitude and optimism. The widespread administration and efficacy of COVID-19 vaccines have dramatically benefited the health and wellbeing of our senior residents and their caregivers, and also laid the foundation for sustained economic recovery. Let me first address senior housing trends and results. With respect to health and safety, I'm thrilled to report that our confirmed new resident cases in SHOP have fallen to literally a single person per day out of a resident population of 40,000. And all our communities are now open to new move-ins and most have reintroduced expanded visitation and communal activities. As a result, the natural, resilient and demographically based demand for senior living has revised, and we've reached the cyclical pandemic occupancy bottom in our SHOP portfolio in mid-March. Since then, led by our U.S. SHOP community, which posted 280 basis points of growth, we grew SHOP spot occupancy 190 basis points through April 30th to nearly 78%. Our Canadian SHOP portfolio, which has maintained occupancy of over 91%, tempered the full SHOP occupancy growth because Canadian clinical conditions and regulatory measures are currently lagging those in the U.S. We do expect those to catch up over time. Notably, for the whole portfolio, March and April were the first two consecutive months when SHOP move-ins exceeded both, pre-pandemic move-in levels and move-outs since the start of the pandemic. In fact, move-ins during April at 1,880 totaled more move-ins in a single month than we've experienced at any time since June 2019. While many of these positive trends began in the first quarter and therefore did not fully benefit first quarter results, we are also pleased with those results. Our first quarter normalized FFO per share and SHOP performance came in ahead of our expectations. And our SHOP occupancy gains were at or above those reported by other market participants to date. The resilient and robust demand we are seeing for senior housing once again validates the need-based nature of our communities and the crucial role care providers play in facilitating longer, healthier lives for this portion of the nation's population, which is set to grow by over 2 million individuals over just the next few years. Supply trends in senior housing are also highly favorable. This combination of growing demographic demand and constrained supply creates a favorable backdrop for senior housing recovery, which represents an incredibly significant value-creation opportunity for our shareholders. The high quality of our senior housing portfolio, as Justin will describe, makes us well-positioned to recapture NOI and realize this upside. Turning to our capital allocation approach, we are confident of our ability to recycle about $1 billion through property dispositions in the second half of this year, and those are expected to enhance our enterprise. On the investment side, our attractive life science, research and innovation business continues to provide us with value-creating opportunities to invest capital. The Ventas portfolio, which now exceeds 9 million square feet, is located in three of the top five cluster markets and is affiliated with over 15 of the nation's top research universities. We are also investing in our active and just delivered ground-up developments in life science, research and innovation, which totaled nearly $1 billion in project costs. And I'm pleased to report that we also have another $1 billion in potential projects affiliated with major universities, right behind the four developments currently under way. We look forward to sharing more information on our exciting development pipeline with you, later this year. We recently expanded our life sciences business through our investment in a Class A portfolio of life science assets anchored by Johns Hopkins Medical, which we purchased at an attractive valuation of $600 per square foot. Located in the fourth largest life science cluster in the U.S., Hopkins is a global leader in research and medicine and the number one recipient of government research funding. This acquisition leverages our unique expertise at the intersection of universities, life sciences and academic medicine. In addition, we continue to invest capital in senior housing with our partner, Le Groupe Maurice in Quebec. LGM maintains a first-class brand, product and financial model for success. Our two most recently completed high-end communities with LGM opened in the fourth quarter and have already achieved 87% occupancy. We have three additional developments under way with LGM, representing nearly $300 million in aggregate project costs. Looking at the broader investment market, deal volume is again trending toward normalized levels. In a typical year, our deal team reviews over $30 billion in investment opportunities. Our pipeline of potential investments across our asset classes is active and growing, and we are on our front foot from an external growth standpoint. We have access to significant liquidity and a wide array of capital sources to fund deals. Our investment philosophy continues to be focused on growing reliable cash flow and favorable risk-adjusted return, taking into account factors such as market position and trajectory of the asset and business, cost per square footer unit, downside protection and ultimate potential for cash flow growth and asset appreciation. In closing, we believe we've turned an important corner. And key metrics in our business are showing meaningful improvement. The positive investment thesis for all of our demographically driven asset classes and for Ventas is pointing firmly positive. As a team at Ventas, we're really happy about the strength and stability we've shown and the recent upswing in economic, clinical and operating environment. We have an abiding commitment to win the recovery for all our stakeholders, and we are confident we're taking the right steps to do so. I am very excited that senior housing recovery is under way. As we've mentioned before, the lifestyle offering in our communities will be a leading indicator of performance. Now that vaccines have been executed, activities are picking up again, communal dining is coming back and all of our communities are open to visitation from relatives, the underlying demand for our services should continue to strengthen. As we have visited communities recently, the enthusiasm expressed by residents, their relatives and employees is compelling as communities are literally coming back to life again. As Debbie noted, we are pleased with the improvement in leading indicators in occupancy as our move-in and move-out performance in March and April resulted in 266 and 363 net move-ins, respectively. We expect occupancy improvements benefiting from a return to 2019 move-in levels, while at the same time, move-outs to be lower than 2019 levels due to lower current occupancy levels. If we use the move-out rate as a percentage of the resident population from 2019 and apply that percentage to the current lower resident occupancy, the outcome is lower move-outs than pre-pandemic levels. That, in combination with a 2019 move-in run rate, results in projected net positive occupancy gains. I refer to this as the ""turn the lights on"" scenario, where we simply get the structural benefit from this netting effect. Having said that, March and April, both performed well above this baseline, as we started to see a resurgence of high-converting lead sources, which include respites and personal referrals. As these lead sources and professional referrals continue to recover, we could see move-in rates grow. Moving on to macro drivers. We remain optimistic on our long-term supply and demand outlook. Construction starts continued to decelerate in the first quarter to the lowest level since the first quarter of 2011, and were down 77% from the peak in the fourth quarter of 2017. Fewer starts should translate into materially lower deliveries in 2022 and 2023. In addition, we expect strong demographic tailwinds to provide support for occupancy growth. The 80-plus population is expected to grow 17% over the next five years, more than double the rate witnessed during the five-year recovery following the financial crisis. I'll comment on our SHOP portfolio. When I joined Ventas just over a year ago, one of my first priorities was to assess the overall quality of our portfolio. Now that we are traveling again and visiting communities, I'm pleased to verify we benefit from a well-invested, highly diversified portfolio of market-leading senior housing communities with service offerings that range from an active adult, independent living, social assisted living, and assisted living and memory care. We are well located in high-barrier markets that have substantial income and wealth demographics to support our offering. Our three primary operators, Le Groupe Maurice, Sunrise and Atria, are each uniquely positioned to be competitive within their respective markets. Collectively, they account for 90% of our SHOP NOI on a stabilized basis. With these attributes of a high-quality portfolio in mind, moving forward, we are actively reviewing opportunities to optimize our portfolio through pruning, strategic capex investment, transitioning communities, new developments and pursuing new acquisitions to maintain our strong market position in senior housing. Moving on to triple-net senior housing. Given the proactive measures taken last year where we addressed a substantial portion of our portfolio and additionally paired with government subsidies and other tenant resources, our tenants continue to pay, as expected, in the first quarter and through April. Ventas received all of its expected triple-net senior housing cash rent. Our trailing 12 cash flow coverage for senior housing, which is reported one quarter in arrears, is 1.3 times and stable versus the prior quarter. I'll summarize by expressing our enthusiasm around our strong leading indicators, high-quality portfolio of communities and operators. I have a high confidence in our ability to compete in what should be a very exciting period of recovery for the senior housing sector. With that, I'll hand the call to Pete. I'll cover the office and healthcare triple-net segments. Together, these segments represent over 50% of Ventas' NOI. They continue to produce solid and reliable results. First, I'll cover office. The core office portfolio, ex parking, performed well. Core office grew 1.7% year-on-year and 1.1% sequentially. Those results were tempered by lower parking activity, which I'm pleased to say is materially increasing. All-in, the office portfolio delivered $123 million of same-store cash NOI in the first quarter. This represents an 80 basis-point reported sequential growth. In terms of rent collections, our strong record continued during the quarter and into April. This outstanding record is enabled by the mission-critical nature of our portfolio and our high-quality creditworthy tenancy. In our medical office portfolio, 88% of our NOI comes from investment-grade rated tenants and HCA. In our life sciences portfolio, 76% of our revenues come directly from investment-grade rated organizations and publicly traded companies. All of our MOB properties are in elective surgery restriction-free locations and clinical activity and building utilization is rebounding. A clinical rebound provides confidence to healthcare executives in making business decisions. We're certainly seeing that on the real estate side. As an example, we are finishing negotiations on a 10-year 160,000 square foot renewal with a 16,000 square foot expansion with a leading health system in the southeast. We relocated and extended several hospital offices on a Midwestern campus to accommodate the addition of a 50,000 square foot healthcare-focused technical college. The leases will commence in July, a win for the health system, the college and Ventas. Medical office had record level retention of 91% for the first quarter and 86% for the trailing 12 months. Driven by this retention, total office leasing was nearly 1 million square feet for the quarter. This includes 160,000 square feet of new leasing. The result is that MOB occupancy stayed essentially flat, down only 10 basis points for the quarter, both sequentially and year-on-year. Previous actions to bolster leasing are clearly showing results. In 2019, we hired a head of leasing. In 2020, we hired a digital marketing lead. In 2020, we redeployed 30% of our third-party brokers. And in 2020, we increased the number of third-party brokers by 70% to impact the local coverage. Our digital marketing program focused on local market awareness and virtual touring of vacant suites is fully in place and making a difference. Average length of term for new leases was 7.3 years, 5 months higher than the 2019 average. Renewal term length also exceeded 2019 averages. Average escalators for new leasing was 2.7%, higher than our average in-place escalator of 2.4%. All of this represents growing healthcare community confidence in the recovery. I'd also like to highlight our pre-leasing construction initiative. This is where we take a vacant suite where it is difficult to visualize this future potential and either demolish the in-place improvements to Core and Shell or complete a hospital standard physician suite in advance of leasing. We've invested over $2 million in a pilot across 20 suites. The results have been fantastic. These projects have driven 20 basis points of occupancy and created a nearly 20% return on investment. Because of these results, we intend to expand this program later this year. We remain enthusiastic about the office business and particularly investment opportunities in the R&I space. We continue to make progress on our recently announced $2 billion pipeline of development opportunities with Wexford. We've publicly announced four projects in that pipeline, Arizona State University in Phoenix, which opened in the fourth quarter and is soon to be over 70% leased. Drexel University College of Nursing in Philadelphia is 100% leased. The project, in partnership with the University of Pittsburgh for immunotherapy is 70% preleased. And our new development in the thriving City submarket of Philadelphia between Penn and Drexel is showing strong pre-leasing activity. Since the acquisition of our South San Francisco life science trophy asset, we have renewed several tenants and have driven occupancy to 100%. In some cases, the mark-to-market has exceeded 30%. At our newest life sciences acquisition on the Johns Hopkins Campus in Baltimore, we are in lease negotiations to take the buildings from 96% to 100% occupancy. Demand far exceeds our current capacity. Now, let's turn to healthcare triple net. During the first quarter, our healthcare triple-net assets showed continued strength and reliability with 100% rent collections in April and May. Trailing 12-month EBITDARM cash flow coverage through 12/31 improved sequentially for all of our healthcare triple-net asset classes. Acute care hospitals' trailing 12-month coverage was a strong 3.5 times in the fourth quarter, a 20 basis-point sequential improvement. Ardent has performed extremely well in this dynamic market. IRF and LTAC coverage improved 10 basis points to 1.7 times in the first quarter, buoyed by strong business results and government funding. Census levels were high at year-end and continued into the first quarter. During this period, Kindred has been able to demonstrate their expertise in treating complex respiratory disorders to their health system partners. Regarding our loan portfolio, it is fully current. They are our heroes. We are relieved that now, protected by the vaccine, they can do their jobs with peace of mind and in safety. In my remarks today, I'll cover our first quarter results, our expectations for the second quarter of 2021 and our recent liquidity, balance sheet and capital activities. Let's start with our results in the first quarter. Ventas reported first quarter net income of minus $0.15 per share, driven by noncash charges in the quarter as we transferred assets to held for sale. Normalized funds from operations in the first quarter was $0.72 per share, a $0.01 beat versus the high end of our prior guidance range of $0.66 to $0.71. As previously communicated and included in our Q1 guidance range, we received $0.04 in HHS Grants in SHOP in Q1. Adjusted for these grants, Q1 FFO per share was $0.68. As expected, office and triple-net contributed stable sequential NOI performance in the first quarter. Q1 outperformance was driven by better occupancy and lower-than-expected operating expenses in SHOP. As a result, same-store SHOP NOI declined sequentially by 8% in the second quarter versus the first. Turning to our Q2 guidance. Second quarter net income is estimated to range from flat to $0.07 per fully diluted share. Our guidance range for normalized FFO for Q2 is $0.67 to $0.71 per share. The Q2 FFO midpoint of $0.69 is $0.01 higher sequentially than the first quarter results due to an improving SHOP trajectory, after adjusting for HHS Grants in both periods. Key second quarter assumptions underlying our guidance are as follows. Q2 spot occupancy from March 31st to June 30th is forecast to increase between 150 to 250 basis points, with the midpoint assuming the occupancy improvement in March and April, continues through May and June. Sequential SHOP revenue is expected to grow modestly as a result of occupancy gains. While operating expenses, excluding HHS grants, are forecast to be flat with lower COVID costs, offsetting higher costs due to increased occupancy, higher community activity levels and an additional day in the second quarter. Finally, we've not included the receipts of HHS Grants in SHOP in our Q2 guidance. In our Office and Triple-net segments, we expect stable NOI in Q2 relative to Q1. And finally, we continue to assume $1 billion in proceeds from property dispositions in the back half of 2021. I'd like to underscore that we're still in a highly uncertain environment. Though trends in SHOP are positive, the pandemic's impact on our business remain very difficult to predict. We continue to enjoy robust liquidity with $2.7 billion as of May 5th. Notably, in the first quarter, we renewed our revolver at better pricing and improved our near-term maturity profile by fully repaying $400 million of senior notes due 2023. In terms of capital structure, we maintained total debt to gross asset value at 37% in the first quarter. Q1 net debt-to-EBITDA was 7.1 times, as EBITDA continued to feel the impacts of COVID in the quarter. We expect net debt-to-EBITDA will reach its peak in the first half of '21 and then begin to improve in the second half as senior housing rebounds and we reduce debt with asset sales. On behalf of all my colleagues, Ventas is committed to continuing to take the actions to win the post-pandemic recovery, which finally is appearing in our sights. Before we start with Q&A, we're limiting each caller to two questions to be respectful to everyone on the line. ","compname reports sees q2 adjusted ffo per share $0.69 excluding items. sees q2 adjusted ffo per share $0.69 excluding items. qtrly normalized ffo per share $0.72. qtrly nareit ffo per share $0.67. sees q2 normalized ffo per share $0.67 - $0.71. sees q2 nareit ffo per share $0.67 - $0.70. " "These materials are available on the Ventas website at www. I will now turn over the call to Debra A. Cafaro, Chairman and CEO. The Ventas team is dispersed but unified in spirit as we join you for today's call. I'd like to provide an overview of our consistent strategy, discuss our third quarter results, highlight how we are driving our research and innovation business forward, describe our competitive advantage and managing institutional third-party capital and touch on the positive senior housing operating trends that continue into October. Our enterprise continues to benefit significantly from our steady commitment over decades and various cycles to asset class operator and geographical diversification. We aim to generate reliable growing cash flows from a high-quality diverse portfolio of assets on a strong balance sheet. We've seen that staying disciplined about diversification has protected the downside and also provided myriad opportunities for our stakeholders. The current environment is certainly proving out the merits of this strategy. First, our diversified portfolio is enabling the company to remain strong and stable, despite the disruption occasioned by the COVID-19 pandemic, which has affected our different asset classes and geographies in non-correlated way. Our medical office, research and innovation business and our healthcare triple-net lease business now represents over half of our enterprise. During the quarter, these asset classes have continued to perform well and led our third quarter performance, enabling us to deliver $0.75 of normalized FFO per share. Second, our diversified asset base with five verticals has given us the ability to continue successfully allocating capital over time and through cycles. For example, following this spinoff of our skilled nursing business, we invested in high quality health systems with [Indecipherable], which is currently performing very well as hospitals have asserted essentiality to the healthcare delivery systems in the U.S. Also, just as we did when we allocated capital to the medical office building business a decade earlier, in 2016, we entered the research and innovation business, and we have found significant opportunities to drive that business forward since then, through both ground up development and asset acquisitions. The addition of life sciences to our enterprise has provided uplift to our results, our investment activity and our enterprise value. Two recent examples of the benefit of our diversified strategy include our investment in a $1 billion Class A Trophy Life Science Portfolio located in the Premier South San Francisco Life Science Cluster at a forward cap rate of 5% on cash NOI. The tenant base is a nice mix of public companies and a diverse group of early to mid-stage life science company. The South San Francisco market consistently ranks as one of the elite life science clusters. Spurred by record capital flows into the life science sector, this market has less than 2% lab vacancy, unparalleled access to a large concentration of life science firms and an extensive venture capital network going after the world class talent pool. We also recently recommenced construction on a 400,000 square foot state-of-the-art Life Sciences project known as One UCity in this thriving research sub market of Philadelphia, bookended by 10 and Drexel. This project is designed to be LEED certified and total estimated project costs are over $280 million. Similarly, we've invested on a geographically diversified basis with over 30% of our shop portfolio now in Canada. Last year, we acquired the high-quality Le Groupe Maurice portfolio in Quebec. Building on the strong performance LGM has delivered and its history of successfully developing and leasing up senior communities for vibrant older adults. We are also investing nearly $420 million in ground up development of new consumer focused senior living communities, which are well under way. We do see areas where we can recycle capital too. We have recently sold or placed under contract certain portfolios of senior living assets that are not long-term holds for us. We want to continue making senior housing a key part of our diversified portfolio because of the operational asset class upside post-pandemic, the demographically driven demand that is in front of us and the continued improvement on the supply side. There remains a strong bid from private capital for senior living, which supports our conclusion. On the other side of the ledger, through our growing third-party institutional Capital Management Platform, we also continue to diversify our capital sources, augment our investment capacity, expand our footprint, leverage our team and industry expertise and improve our financial flexibility and liquidity, all of which are positive for our public shareholders. Having additional partners and tools to use at appropriate times and for customized situations, provides a significant competitive advantage for Ventas and as an incremental source of earnings. We already have over $3 billion in assets under management in our institutional third-party capital management platform. These forms include our successful open-end funds, launched in March of this year, that has already grown to nearly $2 billion and 2 million square feet in assets under management. Following the South San Francisco Life Sciences portfolio closing, when we raised over 600 million of discretionary new equity, our fund exceeds $1 billion in equity capital, and continues to have additional committed capital to accommodate new investments. We've also today announced a new joint venture with GIC, one of the most respected global real estate investors. This joint venture covers four research and innovation development projects currently in progress with approximately 930 million in estimated project costs. Our joint venture with GIC may be expanded to over $2 billion with other pre-identified future R&I development projects currently in our pipeline if they go forward. While maintaining a majority interest in all these projects and receiving market-based compensation, our GIC joint venture enables us to align with a strategic partner, improve our liquidity and financial profile and accelerate our research and innovation development pipeline, including the recent construction commencement of the One UCity project in Philadelphia. The success of our open-end fund and the GIC partnership demonstrates a tremendous market opportunity within life science, medical office and senior housing real estate Also they are a testament to Ventas's excellent team and investment track record. Turning to the year-end now, I'd like to provide some key observations about our U.S. senior housing operating portfolio. Importantly, in the third quarter, our operators continued to build on the improving trend that began in the second quarter. Our communities demonstrated sustained increases in leads and movements, which continued through October. While we are sober and clear eyed about the recent increase in COVID-19 cases nationally, to a record level of nearly 120,000 confirmed cases today, we believe in the strength of the senior living business as we look toward the post-pandemic environment. We are also appreciative that HHS has recognized the crucial role senior living plays in protecting vulnerable older Americans. HHS has allocated CARES Act funding to the assisted living community to partially mitigate the losses directly suffered because of the COVID-19 pandemic. Finally, we are encouraged by the progress being made by scientists and doctors on vaccines and treatments for COVID-19. Older Americans, including our residents, will be prioritized for vaccine distribution slated just behind first responders and frontline healthcare providers. Most of our operators have already registered with pharmacy distribution sources to administer the COVID-19 vaccine as soon as it becomes available. An effective, widely distributed vaccine will further improve conditions for a senior housing recovery. We are glad that we have significant embedded exposure to that upside in our diversified portfolio. Today, we published our corporate sustainability report that showcases our long-standing commitment to and leadership in ESG. Among other things, this report discloses our new environmental goals are consistent and growing investments in sustainability improvements in our portfolio, and our principles and practice, which is a series of case studies showing our actions on health and safety and COVID-19 describing our emergency preparedness, and demonstrating our customized framework to achieve greater gender and racial equality and social justice. In closing, let me reiterate that the long-term demographically driven thesis for healthcare real estate and for Ventas remains in place. I'm incredibly proud of our Ventas team. Our consistency and cohesion are great assets for all our stakeholders. All of us at Ventas have an abiding commitment to stay strong and stable and win the recovery. I'll start by mentioning the encouraging trends we continue to see in our shop portfolio. We are pleased to have had our first net positive move in month since the start of the pandemic in October and a majority of our portfolios delivering move ins at levels that are equal to or more than typical levels across the U.S. and Canada. The underlying demand for need driven senior housing in the U.S. and independent living services in Canada persists. While we are encouraged about these positive trends, we're mindful that the pandemic causes ongoing uncertainty and choppy waters in the senior housing business. I will also add that in spite of the near-term pressure on the sector, we remain committed to the senior housing business and excited about the supportive underlying supply demand fundamentals that should persist for years to come. Now I will review our third quarter senior housing results in the shop and triple-net portfolio and follow that up with some comments on our latest trends and outlook. First up, the shop, for the quarter, shop results were in line with the company's expectations. Our 395 assets sequential same-store pool comprising over 90% of our shop NOI, posted cash NOI of 109 million which is effectively flat versus the second quarter. Average occupancy was 130 basis points lower sequentially with improving trends inter quarter while RevPOR declined 30 basis points and grew 50 basis points in our U.S. and Canadian operating portfolios respectively. Leading indicators such as leads and movements also saw a consistent and positive trend intra quarter, both in absolute numbers and relative to prior year, highlighting the resilient demand for senior housing. In September leads and move-ins were 85% and 94%, respectively, as compared to the prior year. Third quarter revenue declined 3.6% which was offset entirely by 4.5%, lower operating expenses sequentially, primarily driven by lower COVID related expenses. As a reminder, all COVID-19 impacts including elevated testing, labor, cleaning and supplies costs have been reflected in property operating results. As with last quarter, I'll highlight our Canadian portfolio, which represents 33% of our shop portfolio and demonstrates the benefits of our diversification and a well-orchestrated public health response. The 72 communities within our sequential Q3 same-store pool, including our LGM investment was 93.2% occupied, which compares to an average of 93.7% for the second quarter, outperform in the U.S. on an absolute and relative basis. Same-store cash NOI on a sequential basis grew in Canada by over 10%. Moving on to our triple-net senior housing portfolio, in the third quarter and through October Ventas received all of its expected triple-net senior housing cash rent. Our underlying triple-net senior housing portfolio performance continues to be impacted by COVID-19, which we have been collaboratively addressing with our tenant partners. As a result of our proactive steps to improve coverage through mutually beneficial arrangements with Capital Senior, Holiday, Brookdale and other smaller tenants, our trailing 12 months cash flow coverage for senior housing is 1.4x. We also expect triple-net senior housing tenants will receive CARES Act funding, which will be a positive development. Now I'll address recent trends. As described earlier, demand characteristics supporting senior housing remain solid and leads and move-ins continue to improve since the low point in April and month-over-month in the third quarter. These trends persisted into October as we experienced net positive move-ins helped in part by selective move in incentives. Our operators successful execution of screening, protecting and testing protocols has been supporting a living environment that's more open and more robust than earlier in the pandemic. Currently, 96% of our communities are accepting move-ins. Moving on to our clinical results. As a result of the diligent efforts of our operators executing, testing and preventative protocols new resident COVID-19 cases more than 75% better than the peak seen in April, in spite of broader market trends of increased new infection rates among the U.S. general public. In regards to the Q4 outlook for shop, due to the uncertain environment, it is too hard to predict. However, we would expect occupancy to soften and we would expect expenses to be relatively flat at the current elevated levels as the health and safety of the residents and frontline caregivers is the biggest priority. In summary, we are encouraged by the continued improvement and leading indicators through the third quarter and October and we remain committed to the senior housing business moving forward. We are proud of our operators' efforts in the third quarter to successfully execute COVID-19 related protocols while focusing on the health and safety of frontline caregivers and residents. With that, I'll hand the call to Pete. I'll cover the office segment third quarter results and trends. Our office segment which now represents over 30% of Ventas' NOI continues to produce strong results and show its value proposition and financial strength and missed the pandemic. MOBs and research and innovation centers, the two lines of business within our office portfolio play a key role in the delivery of crucial healthcare services and research for life saving vaccines and therapeutics. The Office portfolio continued to provide steady growth delivering 126 million of same-store cash NOI in the third quarter. This represents a 40 basis points of sequential growth. You will note that the same-store cash NOI declined 2.2% year-on-year for the third quarter. However, we lapped a large $4.7 million termination fee in the third quarter of 2019. normalizing for this fee. The same-store cash NOI grew 1.5% from the prior year normalizing for the paid parking shortfall and increased cleaning costs due to COVID, same-store cash NOI grew by 2.8%. In terms of rent receipts, office tenants paid an industry leading 99% of contractual rents in the third quarter in line with the second quarter. This is without D docs for deferrals, which were de minimis. Substantially all granted second quarter deferrals that came due have been repaid and new granted, deferrals were negligible. As of November 6, our tenants have paid more than 99% of October contractual rents. Receiving 99% of total rent without D docs is a direct reflection of the quality of our tenants and the quality of our buildings. The solid result underscores the durability and quality of our tenant base. Remember 88% of MOB NOI is from investment grade tenants or HCA and 97% of our MOB NOI comes from tenants affiliated with major health systems, including some of the nation's most prestigious, not-fort-profit health systems. Most tenants have received significant amount of federal support through a variety of programs designed to assist healthcare providers in small businesses. As an example, we estimate that our top 10 Health System tenants have collectively received nearly 5 billion in CARES Act relief and 10 billion in Medicare advanced payments. For our R&I portfolio 76% of our revenues are received from investment grade organizations and publicly listed companies a very solid foundation. Third quarter 2020 office occupancy for the same-store portfolio was 91.1%, a sequential decline of 40 basis points due to several small tenants not reopening post COVID. This was partially offset by the lease up of research and innovation assets associated with the University of Pennsylvania in Philadelphia and Washington University in St. Louis. Lab space continues to be in high demand and the R&I portfolio is now 97% leased an outstanding result. Medical office had a record level retention at 90% for the third quarter of 2020 and for the trailing 12 months. Driven by this retention total office leasing was 1.2 million square feet for the quarter and 2.7 million square feet year to-date. This is 400,000 square feet higher than our third quarter of 2019 leasing and 300,000 square feet higher than the third quarter 2019 year-to-date leasing. We also saw a positive space utilization trends that mirrored admissions in surgery volumes reported by the health systems. These trends have continued through October. As an example, paid parking is more than doubled from the depths of COVID but as recovered to 65% to 70% of pre-COVID levels, climbing but still below historical levels. As Debbie mentioned, we are pleased to have added three R&A buildings in South San Francisco. Since going under contract, we have signed a large renewal and are experiencing a high level of leasing activity. This gives us confidence that our occupancy will soon build from the current state which is already 96% leased. During the third quarter, we received the results of our annual tenant satisfaction survey. I am pleased to report that this year's results were significantly higher than in prior years. In fact, when compared to other MOB portfolios by an independent third-party, our tenant satisfaction is in the top quartile. One of our highest rated scores was how our team supported our tenants during the pandemic. These essential field personnel who serve our tenants on-site during the pandemic, have done a terrific job. We are grateful for their effort and commitment. And we continue to focus on the health and safety of these personnel and our tenants. In sum, our tenant satisfaction, leasing, NOI and cash receipts were positive during the third quarter, a clear build from the second quarter and we look forward to continuing the normalization of healthcare in research operations as we entered 2021. With that, I'll pass the baton to Bob. I'll touch on our healthcare triple-net lease portfolio before I close with some enterprise level commentary. During the third quarter, our healthcare triple-net assets showed continued strength and resilience as evidenced by receiving 100% of third quarter, October and November from our total healthcare tenants. Further trailing 12 months EBITDARM cash flow coverage for the second quarter of '20, related to the available information improved sequentially for all of our healthcare triple-net asset classes despite COVID-19. Both acute and post-acute providers have had early access to significant government funding to create liquidity and to mitigate losses related to the pandemic. Acute care hospitals trailing 12-month coverage was a strong 3.1x in the second quarter. Nationally hospital inpatient admissions and surgeries continue to rebound in Q3 and third quarter admissions approached over 90% of prior year levels. Arden continues to perform extremely well despite the challenging market conditions and is benefiting from over 90% of its hospitals residing in jurisdictions that are open for elective procedures. Herbs and health tax coverage improved 20 basis points to 1.5x in Q2 on the heels of government funding and significantly improved census. Health tax have increasingly proved their importance in the care continuum, with or without COVID. And finally, within our loan portfolio, our Colony, Holiday and Brookdale loans are all fully current. Turning to our third quarter financial performance, and let me start with Q3 GAAP net income, which includes $0.06 in non-cash charges as a result of COVID impacts. Most notably the write-off of straight-line rents across five tenants, with Genesis being the largest. These tenants are now on a cash basis and represent approximately 50 million of annual cash rent, notwithstanding the write-offs, all these tenants are current, and we will endeavor to collect all our contractual rents going forward. These non-cash charges are excluded from third quarter normalized FFO. We provided additional information in our supplemental on page 34. In terms of normalized FFO per share, we delivered $0.75 in Q3 2020 versus $0.77 in the second quarter. Shop and office NOI were stable sequentially, with the $0.02 reduction in FFO in the third quarter, as compared to the second described by the Brookdale rent reset in the third quarter. In the third quarter, we saw the results of the decisive actions taken earlier in the year to ensure a strong and stable Ventas. These included reducing our corporate cost structure by 25%, resulting in 30 million in annualized SG&A savings in Q3. We are also active in managing our balance sheet and liquidity, including paying down substantially all borrowings under our revolving credit facility, successfully tendering for 236 million of near-term bonds and issuing under our ATM to help fund the South San Francisco investments. Net-net, we feel good about our financial flexibility. Our liquidity is strong at 3.2 billion between available revolver capacity and cash on hand as of November 5. We have limited near-term debt maturities, access to diversified capital sources, strong fixed charge coverage and debt to gross asset value just 37%. To close, we're pleased with our performance in the quarter and the continuing improving trends in senior housing. The entire Ventas team is sharply focused on taking the actions that will enable us to win the recovery when the pandemic is finally behind us. Before we start with Q&A, we're limiting each caller to one question with one follow-up to be respectful to everyone on the line. Also given the fact that we continue to be remote, I'd ask Debbie to do her Roethlsberger impression and quarterback our QA. ","ventas inc - qtrly ffo $0.75. " "Joining me on the call today are Dale Gibbons and Tim Bruckner, our Chief Financial Officer and Chief Credit Officer. I will first provide an overview of our quarterly results and how we are managing the business in this current economic environment, and then Dale will walk you through the Bank's financial performance. I would like to focus on three trends that were present this quarter and will continue throughout the year: PPNR strength, credit provisioning expense and balance sheet growth. Combined, these trends will support earnings and capital growth and dividend distribution throughout 2020 and 2021. Starting with our second quarter results, Western Alliance generated net income of $93.3 million and earnings per share of $0.93, which was up 12% over the previous quarter. Tangible book value per share of $27.84 was an increase of 4.2% over the previous quarter and 12.9% year-over-year. Driving these results was record operating pre-provision net revenue of $194.7 million, up 27.7% year-over-year and 19.1% quarter-over-quarter, with strong operating PPNR ROA growth of 18 basis points to 2.56%, which benefited from a recognition of $13.9 million in Payment Protection Program net fees. These results demonstrate that the long-term earnings power of Western Alliance's core business remained strong amid the current economic and market volatility and will support significant ongoing capital accumulation, provide financial flexibility to fund balance sheet growth and accommodate changes to the allowance for credit losses or revisions to the economic outlook. In the quarter, we recorded provision for credit losses of $92 million versus $51.2 million in Q1, which was primarily attributable to changes in macroeconomic forecast assumptions and net charge-offs of $5.5 million. Dale will go into more detail in a bit on the specific drivers of our provisions, but our total loan ACL to funded loan ratio now stands at 1.39% or $347 million. Continuing our strong balance sheet momentum from 2019, loans increased $1.9 billion this quarter to $25 billion and deposits grew $2.7 billion to $27.5 billion. Without the inclusion of PPP, loans grew a more modest $117 million and deposits demonstrated strong growth of approximately $1.6 billion. The lower adjusted loan growth reflects muted demand, for which we held back our marketing activities and directed our focus to low-loss, high-quality loan segments, in addition to assisting our clients with their PPP applications. We are encouraged by our pipeline and our opportunity to continue to grow in low-risk asset classes. Throughout the crisis, we have continued to attract new high-quality relationships to our bank at pricing and terms that would not have been available to us in other circumstances. Furthermore, this quarter's positive operating leverage supported our expanding PPNR, as our strong efficiency ratio improved sharply to 36.3% compared to prior year. Becoming more efficient during this economic uncertainty provides the incremental flexibility to maintain PPNR. Looking ahead, we will continue to invest in new product offerings and infrastructure to maintain operational efficiency, but Q2 levels are temporary and will eventually rise back to a sustainable level in the low-40s. However, our branch-light business model and our National Business Lines strategy continue to give us a competitive advantage. Finally, supported by our healthy PPNR generation, Western Alliance remains well capitalized with a CET1 ratio of 10.2%, which puts us in a position of strength, uniquely prepared to address what's ahead in this uncertain environment. Now, let's take a moment to provide an update on Western Alliance's response to the COVID pandemic. We continue to follow CDC protocol and state-by-state return to work guidance, as our organization returns to the office. As I initially described on our Q1 earnings call, WAL's unique credit risk management strategy is focused on establishing individual borrower level strategies and direct customer dialog to develop long-term financial plans. Our approach to payment deferral requests is to look for resourceful ways to partner with our clients, along with assessing their willingness and capacity to support their business interests. We asked our clients to work hand in hand with us, whereby our clients contribute liquidity, capital or equity as an integral component to modify payment plans. Our approach collectively uses the resources of the borrower [Phonetic], government and bank's balance sheet to develop solutions that extend beyond the six-month window provided for in the CARES Act. Since April 1, WAL has funded $1.9 billion in PPP loans, which provided expedient liquidity to over 4,700 clients and benefited more than 150,000 employees. At quarter end, $2.9 billion or 11.5% of loans had been modified with the bulk of these loans receiving principal and interest deferrals. Excluding the Hotel Franchise Finance segment, in which we executed a unique sector deferral strategy, the Bankwide deferral rate is approximately 5%. The vast majority of our borrowers elect to utilize their own resources or PPP funds to bridge their business through the COVID crisis. I will provide an update on the portfolios most impacted by COVID later on, but I did want to highlight, in our Hotel Franchise Finance portfolio, our sophisticated hotel sponsors continue to see value in and support their properties with 92% of deferrals achieved by posting additional liquidity as a component of future payment deferrals. Our differentiated deferral strategy provides our customers the runway to resolve their liquidity issues and allow the appropriate time to recover. Unlike the cookie-cutter big bank approach, we established the expectation that the burden of responsibility of solving the long-term cash flow problems remains with our client base. In our Gaming book, all borrowers continued to make interest payments as 90-day principle-only deferrals were approved for 37% of the portfolio. Today, 95% of our clients are open for business and are experiencing a strong rebound of demand. These facts and the daily conversations with our people and clients help me feel confident that our credit mitigation strategy and early approach to proactively managing our risk segments is bearing fruit and puts Western Alliance in a strong position to come out on the other side of the pandemic in better shape than our peers. Dale will now take you through our financial performance. Over the last three months, Western Alliance generated net income of $93.3 million or $0.93 per share. As mentioned, net income was impacted by elevated provision expense for credit losses, driven by the adoption of CECL in Q1 and changes in the economic outlook during the quarter. Net interest income increased $29.4 million, primarily as a result of loan growth and lower rates on liabilities, as interest expense was cut in half. Operating non-interest income fell $5.2 million to $11.1 million from the prior quarter as lower levels of financial activity generated lower -- fewer fees. We also benefited from several non-operating items during the period, including a recovery of approximately 40% or $4.4 million of the mark-to-market loss on preferred stock holdings we recognized in Q1. Additionally, bank owned life insurance was restructured, resulting in an increase of $5.6 million as we surrendered and reinvested lower-yielding policies. In addition to this gain, this should moderately increase BOLI revenue prospectively. Finally, non-interest expense declined $5.7 million, primarily from an increase in deferred compensation expense of $3.3 million related to PPP loan originations, plus a 52% decrease in deposit costs and a 64% decline in business development and travel expenses. Strong ongoing balance sheet momentum, coupled with diligent expense management, drove operating pre-provision net revenue of $194.7 million, which was up 27.7% year-over-year. We believe this is the most relevant metric to evaluate the ongoing earnings power of the Bank. Our strong PPNR covered an 80% increase in provision costs from Q1 to $92 million, while driving earnings per share up 12% to $0.93 on a linked quarter basis. Turning now to our interest drivers, investment yields increased 4 basis points from the prior quarter to 3.02%. However, the overall quarterly portfolio yield decreased by 32 basis points from the prior year due to the lower rate environment. Loan yields decreased 45 basis points, following declines across most loan types, mainly driven by the 83 basis point reduction in one-month LIBOR during the quarter. Yield reductions were partly offset by an average yield on our PPP loans of 5.02%. Prospectively, we expect loan yields to trend toward the end-of-quarter spot rate shown of 4.66%. Interest-bearing deposit costs fell by 50 basis points in Q2 to 40 basis points, as this quarter received the full benefit of our proactive steps taken to reduce deposit rates immediately after the FOMC cut rates twice in March. The spot rate of total deposits at quarter end was 20 basis points. Total funding costs declined by 34 basis points when all of the Company's funding sources are considered, including non-interest-bearing deposits and borrowings. The spot rate on total funding costs of 31 basis points is higher than the quarterly average due to the issuance of subordinated debt mid-quarter at 5.25%. We expect funding costs to have stabilized at these levels as no further Fed actions are anticipated. Demonstrating the flexibility of our business model, despite a transition to a substantially lower rate environment during the quarter, net interest income rose 10.9% or $29 million during Q1 [Phonetic] to $298.4 million, up 17% year-over-year. Our origination of PPP loans, coupled with strong balance sheet growth and immediate steps taken to reduce the cost of interest bearing deposits, counteracted the decline in prime and LIBOR. PPP lending supported our net interest margin during Q2 as SBA fees were recognized, resulting in a loan yield of 5.02% in this sector. We estimate most of PPP loans will be forgiven within eight months from origination. Of the $43 million in triple PPP loan fees we received from the SBA net of origination costs, one-third or $13.9 million was recognized in the second quarter. Net interest margin contracted 3 basis points to 4.19% during the quarter, as our earning asset yield fell 34 basis points, but was offset by an equal improvement in funding costs. Our outsized deposit growth and mounting cash reserves will continue to place downward pressure on the NIM until the excess liquidity can be deployed, which we expect will take two to three quarters. With regards with our asset sensitivity, our rate risk profile has declined notably over the last year, and we are now asymmetrically positioned to benefit from any future rate increases as 70% of our loan portfolio is behaving as a fixed rate since floors on variable-rate loans have largely been triggered. Our estimated net change of net interest income in a 100 basis point parallel shock higher is 4.2% over the next year, and we now project zero net interest income at risk if rates move lower. Turning now to operating efficiency, on a linked quarter basis, our efficiency ratio improved 550 basis points to 36.3%, which continues to demonstrate our industry-leading operating leverage. As mentioned earlier, the non-interest expense improvement is related to an increase in deferred compensation expense of $3.3 million unrelated PPP loan originations, plus a 52% reduction in deposit costs and a 64% decrease in development and travel costs. Normalizing for PPP net loan fees and interest, the efficiency ratio for Q2 would have been 38.4%. Additionally, our branch-light model has given us the flexibility to identify two locations that we are transitioning from full service offices to loan production facilities. Our core underlying earning power remained strong as pre-provision net revenue ROA increased 18 basis points from the prior quarter to 2.56% and return on assets was flat at 1.22%. While we expect the 2.56% is a high watermark as elevated liquidity will hold down the margin, we believe we will continue to maintain industry-leading performance. This provides a significant flexibility to fund ongoing balance sheet growth, capital management actions or any credit demand. Our balance sheet momentum continued during the quarter as loans increased $1.9 billion to $25 billion, and deposit growth of $2.7 billion brought our deposit balances to $27.5 billion at quarter end. The loan to deposit ratio fell to 90.9% from 93.3% in Q1, as our strong liquidity position continues to provide us with balance sheet capacity to meet all funding needs. Our cash position increased to $1.5 billion as deposit growth continues to outpace credit expansion. While this impairs the margin near term, we believe it provides us with inventory for good credit growth as demand resumes. Of note, during the quarter, we issued $225 million of bank level subordinated debt to ensure ample capacity to support our growth trajectory by bolstering our total capital ratio. Finally, tangible book value per share increased $1.11 over the prior quarter to $27.84, an increase of $3.19 or 13% over the prior year. The vast majority of the $1.9 billion in loan growth was driven by increases in C&I loans of $1.6 billion, residential loans of $154 million and construction loans of $138 million. Residential and consumer loans now comprise 9.8% of our loan portfolio, while our construction loan concentration continues to trend downward and is now at 8.8% of total loans. Excluding PPP loans, loan growth was $117 million, which was affected by line paydowns from draws during Q1 and offset by growth in residential and construction. Highlighting our continued focus on growth in low-risk assets, tech and innovation loans were flat in total, while within the category, capital call and subscription lines grew $35 million, mortgage warehouse loans grew $325 million and residential mortgages grew $165 million. Corporate finance loans decreased $233 million compared to the increase we saw in Q1 as borrowers repaid their line draws, reducing utilization rates down from 38% to 17%. And all loan growth was fully funded by deposit growth. We continue to believe our ability to profitably grow deposits is both a key differentiator and a core value driver to our firm's long-term value creation. Notably, year-to-date deposit growth of $6.1 billion is higher than the annual deposit growth of the Company in any previous calendar year. Deposits grew $2.7 billion or 10.9% in the second quarter, driven by increases in non-interest-bearing DDAs of $2.3 billion, which now comprise over 44% of our deposit base. PPP loan related deposits grew $1.1 billion, and savings and money market accounts were up $845 million. HOAs contributed to total deposit growth by adding $136 million, and Tech & Innovation increased $262 million as capital raising activity during the quarter was active. Excluding PPP-related deposits, growth would have been $1.6 billion or 6.5%. Regarding asset quality, special mention loans increased $292 million and non-performing loans rose $53 million during the quarter. One-half of the increase in SM loans are from the hotel portfolio. Generally consistent with our previously discussed Tech & Innovation rating guidelines, these loans were downgraded as we do not have clear line of sight to more than six months of remaining operating liquidity. These borrowers are current, however, as they made loan prepayments that were -- we required for us to consent to a deferral modification. Our other borrowers in this segment are also paying as agreed or provide cash -- or provided cash payments when the -- that when coupled with the payment deferral, have no additional debt service requirement until sometime in 2021. Second, we've aggregated an event planning and leisure sub-segment, in which the business models are essentially dependent on social distancing relief, and in some cases, the resumption of group events. Of the $150 million total exposure to this sector, $60 million has been moved to special mention and $40 million to non-performing. While the portion to FM has over a year of current liquidity, it was downgraded as the revenue models have been sharply impaired. The loan moved to non-performing has had -- now has limited remaining liquidity. The remainder of the migration to special mention is fairly granular from our client spreads throughout our metropolitan markets where liquidity has been tightened. These loans are generally collateralized by an array of assets that include real property. Frequently, a loan may be downgraded to SM because of liquidity concerns, even though collateral average may be considerable. For this reason, migration to special mention has a low correlation to ultimate credit losses as over the past five years, less than 1% has moved through to charge-off. Our allowance for credit losses rose $86 million during the quarter as the change in mix of the balance sheet released $4.2 million of reserves and changes to the outlook accounted for $96.2 million, including covering $5.5 million of net charge-offs. Revisions to the CECL macroeconomic outlook assumptions, which have declined since March 31 but have generally stabilized since April, accounted for the entire net reserve build. The earning [Phonetic] allowance related to loan losses was $347 million excluding held-to-maturity securities, or 1.39% of funded loans, an increase of 25 basis points. The current reserve build reflects our best estimate of the future economic environment as of quarter end, including the impact of government stimulus programs and credit migration actions. We have migrated to a consensus economic outlook of Blue Chip Economic Forecasts as it tracks largely management's view of a recession and recovery. Net credit losses of $5.5 million were recognized during the quarter, which were mainly attributable to small business and C&I borrowers. In all, total loan ACL to funded loans increased 25 basis points to 1.39% in Q2 as provision expense for loan losses of $87.3 million significantly outpaced net loan charge-offs. Relative to most other banking companies, our lower consumer exposure continues to result in lower total loan losses. I would now like to briefly update you on the current status of a few exposures to the industries generally considered to be the most impacted by the COVID-19 pandemic. During the last two weeks of the quarter, Tim Bruckner, the credit administration team and I conducted the most extensive quarterly portfolio review process in the Bank's history. The review covered 95% of WAL's outstanding loan balances, excluding purchased residential mortgages. Our $2 billion Hotel Franchise Finance business, focused on select service hotels, represents approximately 8.2% of the loan portfolio. The financial flexibility of these borrowers is maximized by working with financially strong institutional operating partners with deep industry experience, expertise and conservative underwriting structures focused on loan to cost. Occupancy rates are tracking national averages, currently around 46%, which have tripled compared to the lows in April of around 15% and are now only a few percentage points short of fully covering estimated operating expenses. At approximately 55% occupancy, select service hotels are also estimated to cover amortizing debt service. As a testament to the operating models of the select service hotels, revenue per available room has fallen 55%, but they have been able to shrink their cost structure by over 40%. And as a result, the typical hotel is operating at breakeven. Nearly 85% of our hotel portfolios either pay as originally agreed or on proactive payment deferral plans that bridge into 2021. We feel positive about the trajectory of the portfolio and that our proactive deferral strategy will produce relatively stronger credit performance, given the active support of our sponsors have demonstrated through the material upfront payments made to receive deferral plans. To augment the strategy, we nearly doubled the reserve of the portfolio this quarter and increased the ACL to loans ratio by 93 basis points to 1.95%. The investor dependent portion of our Technology & Innovation segment is primarily focused on lending to established growth companies with successful products and strong investor support, which provides greater operating and financial flexibility in this environment. Overall, a significant sponsor support and an active fund raising environment continue for these growth firms. 81% of loans have greater than six months' remaining month liquidity, up from 77% in Q1. Additionally, we have had over 50 clients successfully raise over $1.4 billion in new capital since March 1. Our $509 million Gaming book is focused on off-strip, middle market gaming-linked companies whose revenue is driven by local demand factors. 37% of the portfolio is on 90-day principle-only payment deferral as they continue to cover interest payments. Additionally, these clients benefited from $28.4 million of PPP loans. Inclusive of our recent closure mandates in Nevada to limit certain business activities, businesses representing 95% of the portfolio are open for operations. Upon reopening, all casinos borrowers are performing at or above their COVID operating plan, and no loans were downgraded to criticized or classified at quarter end. Lastly, our commercial real estate portfolio continues to perform as 99% of our industrial leases are current. 90% of our office rents are paid on par with the national average. The sub-segment of CRE that's showing signs of stress for the industry is retail. WAL's CRE retail exposure of $676 million is focused on local personnel service-based retail strip centers with limited merchandise retail exposure. Similar to HFF, we are utilizing deferrals to support a path to recovery for these borrowers, while requiring demonstrated sponsor support with high level of additional payment reserves. Of note, 67% of WAL's [Phonetic] investor CRE retail tenants paid May's rent payments compared to 50% nationally. We continue to generate significant capital and maintain strong regulatory capital ratios with tangible common equity to total assets of 8.9% and a common tier 1 ratio of 10.2%, an increase of 20 basis points during the quarter. Excluding PPP loans, TCE to tangible assets is flat from Q1 at 9.4%. Inclusive of our quarterly cash dividend payment of 25% per share, our tangible book value per share rose $1.11 in the quarter to $27.84, an increase of 12.9% in the past year. We continue to grow our tangible book value per share at a rate significantly faster than our peers as it has increased three times that of our peers over the last 5.5 years. In conclusion, we expect loan growth to be fairly flat in Q3 as PPP pay-offs and forgivenesses are largely offset by the organic growth in low risk asset classes. Depending on the timing of the realized PPP forgiveness, organic loan growth should offset PPP run-off, resulting in net loan growth being relatively stable. We anticipate another strong quarter of deposit growth in Q3, primarily by executing on our deposit initiatives and achieving our market share gains in mortgage warehouse. The anticipated deposit growth and resulting liquidity will primarily be deployed into residential mortgage assets to improve returns on cash over the next several quarters. However, as PPP loans roll off and liquidity continues to rise, pressure on NIM will also continue until it can be fully deployed into productive assets. While we are pleased with our deposit growth, the pace is exceeding loan growth. And as Dale mentioned, it will take several quarters to redeploy this liquidity into low risk loans or assets providing yields greater than the Fed's current offering. Operating PPNR is expected to decline modestly as PPP income begins to abate, loan balances growth -- grow begin -- growth begins to reignite and the deployment of excess liquidity continues and deferred loan origination costs return to normal levels. Our long-term asset quality and loan loss reserves are informed by the economic consensus forecast, which is [Phonetic] consistent going forward, should preclude material increases in reserve levels from this point. The pace, timing and size of future net charge-offs are uncertain to us as we have not seen a material increase in delinquencies or substandard [Phonetic] migration. Finally, our strong capital base and access to ample liquidity will allow us to both take advantage of any market dislocations to grow in low-risk areas and to address any credit demands in the future. ","compname reports q2 earnings per share $0.93. q2 earnings per share $0.93. company does not anticipate any need for additional liquidity. net interest income was $298.4 million in q2 2020, an increase of $29.4 million from $269.0 million in q1 2020. co's net interest margin in q2 2020 was 4.19%, a decrease from 4.22% in q1 2020. " "This quarter's results continue to demonstrate the unique benefits of Western Alliance's National Commercial Business Strategy to position Western Alliance as one of the country's premier growth commercial banks that can consistently generate leading balance sheet and earnings growth with superior asset quality across economic cycles. This quarter the bank produced record net revenues, PPNR and EPS, while expanding on net interest margin generating the highest return on tangible common equity in the bank's history and returning asset quality to pre-pandemic levels. For the second quarter Western Alliance earned total net revenues of $506.5 million, net income before merger and restructuring charges of $236.5 million and adjusted earnings per share of $2.29, an increase of 20.5% from the prior quarter. These results benefited from a $14.5 million reversal of credit loss provision consistent with our excellent asset quality results. Strong balance sheet growth continued with loans rising $2 billion excluding PPP loans or 29% on a linked quarter annualized basis and deposits by $3.5 billion or 37%. Our deposit and loan pipelines are very active and total assets now stand at $49.1 billion. Net interest income totaled $370.5 million up $53.2 million or 16.8% for the quarter as robust balance sheet growth rising NIM and access liquidity deployment significantly moves the earnings needle. Strong loan growth led to a 5.5% or $1.5 billion increase in average loan balances quarter-over-quarter. Additionally, after closing the AmeriHome acquisition on April 7, we added $4.5 billion in held-for-sale mortgages primarily GSE qualified or 12.4% of our average interest earning assets yielding approximately 3.21% as an alternative to cash or mortgage backed securities. Optimizing our interest earning assets mix helped NIM expand from 3.37% to 3.51% in the second quarter. Fee income was a record $136 million, representing 27% of total revenue as it began to integrate and optimize AmeriHome's mortgage banking related activities throughout the rest of Western Alliance. Mortgage banking related income was $111.2 million in the second quarter demonstrating our ability to adjust win share as gain on sale margins fluctuate to maintain earnings. I think it's worth reemphasizing that what most attracted us to AmeriHome's business model was their low costs and flexible mortgage production and servicing ecosystem. Their leverages are complementary corresponded and consumer direct channels to feed and enhance value throughout Western Alliance's commercial businesses while minimizing risk. Business-to-business correspondent mortgage lenders have several business levers and the flexibility to sustain earnings throughout the rate or throughout rate and economic cycles. Despite the evolving mortgage sector fundamentals AmeriHome continues to meet our expectations and contributed $0.39 to earnings per share in Q2. We have optimized AmeriHome's balance sheet to Western Alliance capital levels with a servicing portfolio of $57.1 billion in unpaid balances. No -- yeah, UPD, sorry. Expanded the number of correspondent sellers by 57 to 819 and taken advantage of market dislocations to drive value. In the second quarter since April when the transaction closed, AmeriHome generated $20.7 billion in loan production or 25% above levels for the full quarter period a year ago and only down 3.6% from Q1 with 47% from traditional home purchases. Gain on sale margin was 64 basis points for the quarter in line with 2019, 63 basis points. Given the flexibility of AmeriHome's business model, we continue to stand by our full-year guidance of $1.41. Asset quality continued to improve this quarter as the economic recovery extended in breadth. Total classified assets declined $43 million in Q2 to 49 basis points of total assets which is lower than Q1 '20s levels on both a relative and absolute dollar amount just as the pandemic impact was beginning to be felt. For the quarter, net loan charge-offs were zero. Finally, Western Alliance is one of the most profitable banks in the industry with a return on average assets and a record return an average tangible common equity of 1.86%, 28.1% respectively which will continue to support capital accumulation to strong capital levels. Tangible book value per share modestly declined to $32.86 from $33.2 as goodwill and intangibles doubled to $611 million in Q2 mainly from recognizing the AMH platform value. At this time, Dale will take you through the financial performance. For the quarter, Western Alliance generated adjusted net income of $236 million or $229 million adjusted earnings per share up 22.9% and 20.5% from the prior quarter. This is inclusive of a reversal credit provisions that Ken mentioned of $14.5 million. It excludes pre-merger -- pre-tax merger and restructuring expenses of $15.7 million related to AmeriHome. Additionally, pre-provision net revenue of $277 million rose 37% quarter over quarter, excluding those same charges. After the AmeriHome acquisition, total net revenue grew $169.5 million during the quarter to $506.5 million, an increase of over 50% from the prior quarter. Net interest income rose $53 million during the quarter to $370.5 million, an increase of 24% year-over-year, primarily a result of our significant balance sheet growth and deployment of liquidity into higher yielding assets. Average earning assets increased $4.1 million, while lower yielding cash proportion held at the Fed fell to 4.4% from 15%. Non-interest income increased $116.3 million to $136 million from the prior quarter and now represents 27% of total revenue due to mortgage banking-related income of $111 million from AmeriHome. Within this category, net loan servicing revenue was a negative $20.8 million, as high refinance activity drove accelerated amortization of servicing rights but was far exceeded by gain on sale of mortgage loans. Pre-AmeriHome WAL contributed 18% Non-interest income or $24.8 million in the second quarter compared to $19.7 million in the first quarter, supported by $7 million of income from equity investments. Non-interest expense, including merger and restructuring charges increased $94.5 million mainly due to the acquisition of AmeriHome which increased compensation costs as we added approximately 1,000 new members to the WAL team, as well as new costs related to loan servicing and origination expenses. Turning now to our net interest drivers, you can begin to see the benefit of AmeriHome to our strategy to expedite and optimize the deployment of excess liquidity into higher yielding assets as we added $4.5 billion in loans held for sale yielding 3.2% as opposed to cash yielding 10 basis points. Investment yields improved to 10 basis points from the prior quarter to 2.47 while on a linked quarter basis loan yields excluding HFS declined 11 basis points following ongoing mix shift toward residential loans and a slight reduction in non-commercial real estate loan returns. Interest bearing deposit costs were flat from the prior quarter at 22 basis points. The total cost of funds increased 8 basis points to 27 based on the -- due to issuance of $600 million of subordinated debt and the assumption of AmeriHome borrowings. The spot rate for total deposits, which includes non-interest bearing was 11 basis points. We expect funding costs have generally stabilized at these levels. As a result net interest income grew $53.2 million to $370.5 million during the quarter or 24% year-over-year as average earning assets increased $4.1 billion. Cash as a portion of the average interest earning assets fell to 4.4% from 15% in the quarter, which drove expansion by 14 basis points to 3.51%. Additionally excluding the impact of PPP loans the margin would have increased 22 basis points. Our efficiency ratio rose to 44.5% from 39 in the first quarter mainly driven by the addition of AmeriHome employees and increase in incentive compensation costs. As mentioned on our first quarter call we expected the efficiency ratio to rise to the mid-40s as a result of the acquisition. Preprovision net revenue increased $75 million or 37% from the prior quarter and 35.4% from the same period last year. This resulted in preprovision net revenue of return on assets of $231 million for the quarter an increase of 28 basis points compared to $203 million in the first quarter. This continued strong performance and leading capital generation provides a significant flexibility to fund ongoing balance sheet growth, capital management actions or meet credit demands. Balance sheet momentum continued during the quarter as loans held for investment increased to $1.3 billion or 4.6% to $30 billion and deposit growth of $3.5 billion brought balances to $41.9 billion at quarter end. In all, total assets have grown 54% year-over-year as we approach the $50 billion asset level. Borrowings increased $1.2 billion over the prior quarter to $1.8 billion primarily due to $600 million subordinated debt issuance as well as the assumption of AmeriHome borrowings. Finally tangible book value per share decreased $0.16 over the prior quarter to $0.3286 but increased 18% year-over-year again driven by the AmeriHome acquisition of intangible assets that were largely offset by Q2 earnings and the issuance of common stock from our ATM of 700,000 shares for $70 million. Despite heightened competition and pricing pressure we continue to generate consistent strong organic loan growth from our flexible national commercial business strategy. Loans held for investments grew $1.3 billion in the quarter or $2 billion excluding PPP payoffs of approximately $700 million. A majority of growth this quarter was driven by an increase in residential real estate loans of $2 billion, which now comprise 17% of total loans as we look to deploy excess liquidity and integrated new flow arrangements from the recent Galton and AmeriHome transactions. This was supplemented by growth in capital call lines of $162 million and construction and land loans of $89 million. Turning to deposits, we continue to see broad-based core deposit growth across business channels. Deposits grew $3.5 billion or 9.2% in the second quarter driven by increases in non-interest bearing DDA of $2.6 billion, which now comprise 48% of our deposit base and savings in money market deposits of $534 million. Market share gains in mortgage warehouse continue to be significant drivers of deposit growth during the quarter along with strong performance from regional commercial clients, robust fund raising activity and tech innovation and seasonal inflows from the HOA banking relationships. Our asset quality continued to significantly improve this quarter. Total classified assets fell $43 million in the second quarter to $238 million to 49 basis points of total assets. While our total classified assets ratio declined 16 basis points to 49 basis points due to continued improvement in COVID impacted clients. Finally, special mention loans declined $69 million during the quarter to 1.35% of funded loans. Similarly, quarterly net credit losses were negligible at $100,000 for the quarter or zero basis points of average loans compared to a $1.4 million net loss in the first quarter. Our loan allowance for credit losses fell $16 million from the prior quarter to $264 million due to continued improvement in credit trends and macroeconomic forecasts and loan growth in portfolio segments with low expected loss rates. In all, total loan ACL to funded loans declined 9 basis points to 88 basis points or 91 basis points when excluding PPP loans. For comparison purposes the loan allowance for credit losses to funded loans was 84 basis points at year end 2019 before CECL was adopted. Finally, given our industry-leading return on equity and assets, we continue to generate significant capital to fund organic growth and maintain regulatory capital ratios. Our tangible common equity to total assets of 7.1% and Common Equity Tier 1 ratio of 9.2% were weighted down this quarter by the AmeriHome acquisition and strong asset growth. However we issued 700,000 shares under our ATM shelf during this quarter and completed a $242 million in credit linked note transaction that reduced risk-weighted assets as we continue to look for ways to optimize our capital levels to support ongoing growth. Additionally we completed $844 million in mortgage servicing rights dispositions and have already completed our expected Q3 mortgage servicing sales. Capital levels should build from here. Inclusive of our quarterly cash dividend payment of $0.25 per share our tangible book value per share declined $0.16 for the quarter to $0.3286 compared to an increase of 18% over the past 12 months. I'll now hand the call back to Ken for closing comments. At the midpoint of the year I thought I would take this opportunity to reflect back upon our performance. We deployed excess liquidity and turbo charged our net interest income. Year-to-date non PPP loans have grown $3.6 billion and deposits have grown $10 billion or 2.75 times the amount of loan growth providing us an opportunity to deploy liquidity and growth and grow net interest income AmeriHome's past Q2 guidance and is tracking to full year projections. Asset quality improved with substandard special mention and non-accrual loans tracking downward with nearly no net charge-offs for the quarter. Return on tangible common equity was 28.1% for the quarter. PPNR, a key metric for the company earnings power was 37.1% -- grew 37.1% and we executed several capital raising transactions that Dale just mentioned. So, for the second half of the year I think you can expect loan and deposits to continue to grow between $1 billion and $1.5 billion per quarter. Net interest income to grow quarter-to-quarter with incremental liquidity deployed into loans and investments to overcome the interest drag of the new sub debt and credit linked note issuances. NIM will continue to see some pressure as competition, interest rates and loan mix nudge loan yields downward. PPNR will follow net interest income and fee income growth and will continue to rise throughout the year. Asset quality will remain steady although with net charge-offs tracking to prior year -- prior year's performance or prior quarter's performance. We continue to believe we will exit the year at a $9 earnings per share run rate level. And lastly, we will deploy growth based capital strategy to support above trend balance sheet growth. ","q2 revenue $506.5 million versus refinitiv ibes estimate of $494 million. net interest income was $370.5 million in q2 2021, an increase of $53.2 million from $317.3 million in q1 2021. " "I would like to start the call on Slide three by paying our respects to the founder of our company, Jim Waters, who passed away on May 17. Jim was a brilliant and spirited scientist and a pioneer in liquid chromatography. I met Jim the first time in 2019 when he came to talk to me about the merits of a technology we had acquired in a previous company. We spent hours in front of a whiteboard debating how to manage innovation and, in particular, how the application of certain technology could deliver benefit. Jim continued reaching out to me, not just on technology, but also on our mutual love for science education and then, more recently, on Waters. Jim's legacy will live on with each and every one of our innovations as we continue to strive to deliver benefits. Our teams around the globe have continued to manage admirably through the pandemic, which is still very much with us. Most of all, we've kept the working environment safe for our employees and have remained flexible and resourceful as we continue to support our customers. I remain grateful for the ongoing resilience, commitment and dedication that our team has shown. Moving on to Slide 4. During today's call, I will provide a brief overview of our second quarter operating results as well as some commentary on our end markets, geographies and technologies. I will also update you on the progress of our transformation plan. We continue to be focused on three primary objectives: number one, regaining our commercial momentum; number two, further strengthening our organization; and number three, building on a core -- on a strong core to access even higher growth areas. Amol will then review our financial results in detail and provide comments on our updated third quarter and full year financial outlook. As outlined on Slide 5, in the second quarter, our revenue grew 31% as reported and 27% on a constant currency basis, reflecting continued strength in our pharma and industrial end markets with strong demand for both our instrument systems and recurring revenue products across our major geographies. Sales for this quarter represent a 6% compounded average yearly growth versus our 2019 results on a constant currency basis. This translates to a 7% stacked CAGR versus 2019 for the first half of the year, again, on a constant currency basis. Our strong top line growth resulted in year-over-year Q2 non-GAAP adjusted earnings-per-share growth of 24% to $2.60 per share. Our top and bottom line performance translated into solid free cash flow performance and allowed us to strengthen our balance sheet. Looking more closely at our top line results in the quarter on Slide 6. First, by operating segment, our Waters Division grew 27%, while TA grew by 32% on a constant currency basis. By end market, our largest market category, pharma, grew 31% in constant currency; industrial grew 28%; and academia and government grew 7%. Continued strength in sales to pharma customers was broad-based across customer segments, geographies and applications. Late-stage drug development activity drove sales of our tandem quad MS instrument systems such as the Xevo TQ-XS and Xevo TQ-S micro. Small molecule applications in manufacturing QA and QC grew across Asia, Europe and North America and were particularly strong in India. Industrial end market growth was also broad-based across geographies and applications, continuing its recovery so far this year. Food testing and environmental demand grew nicely in the quarter, as did our thermal and geometric portfolios. Turning to academic and government, which is less than 10% of our business, growth in the U.S. and Europe was partially offset by lumpiness in China. Year-to-date, our primary geographies have all returned to growth versus last year. Moving now to our sales performance by geography on a constant currency basis. Sales in Asia grew 28%, with China up almost 40% and India up almost 60%. Sales in the Americas grew 28% with the U.S. growing 26%, and sales in Europe grew 25%. In the U.S., all end markets had strong year-over-year performance led by pharma and industrial. Academic and government saw a return to growth for the quarter as the market continues to recover. Europe's growth was also broad-based across end markets and subregions. Overall, pharma drove growth with strong demand in small molecule and large molecule applications. Industrial and academic and government markets continued their recovery, with both having strong quarters and strong starts to the first half of the year. China sales were up sharply in our pharma business, and we had solid growth in our industrial and applied end markets there as well. We're encouraged by our continued strength in the contract labs business due to strong execution of our growth initiatives. In India, sales for the quarter were again very strong even as the country continued to feel the effects from the pandemic. We're really grateful for the hard work and dedication of our colleagues who persevered through these challenging and tragic conditions. Trends in Q2 and year-to-date for our LC instrument portfolio is a positive indicator for sustainable growth in consumables and service plans. In the second quarter, LC instruments grew across all major geographies with more than 40% growth, driven by our instrument replacement initiatives and new products, especially Arc HPLC and a strong uptake of our Premier instruments, both Arc and ACQUITY lines. This week, I spent time with customers at our Immerse innovation lab in Cambridge discussing the separation and purification of mRNA and oligonucleotide molecules. While mRNA vaccines have developed at a record pace, we are far from solving key issues such as aggregation and selective binding of plasmids and mRNA molecules to various surfaces, something that our Premier technology addresses really well. Further strengthening our UPLC portfolio, the Arc system was launched earlier this year for customers who need ultimate sensitivity. The Arc Premier delivered fivefold improvement in detector sensitivity and tenfold improvement in assay-to-assay precision, helping labs accelerate time to market. Mass spec sales grew in excess of 30%, driven by demand from pharma research and development and food and environmental applications. This included high-resolution systems used for research applications such as the Xevo QTof, tandem quad led by our Xevo TQ-XS and TQ-S micro systems and our SQD and QDa single quad detectors utilized in high-performance LC-MS applications. We introduced the Waters SELECT SERIES MRT, a high-resolution mass spectrometer that combines multi-reflecting time-of-flight MRT technology with both enhanced DESI and new MALDI imaging sources. The MRT provides scientists with a unique combination of speed, resolution and mass accuracy especially relevant for applications in proteomics. We have been in conversations with customers to see how we can collaborate using MRT to analyze libraries of samples to create a database of proteins and metabolites to further understand the impact of therapeutics on a variety of tissues. Sales of precision chemistry columns, sample prep kits and reagents grew 28%, driven by increased utilization by our pharma customers and improved industrial demand. Demand for our Premier Columns continues to be strong. The low double-digit 2-year stack growth of chemistry columns revenue in Q2 when compared to our 2019 base underscores the rebound in customer activity, the strong position of our portfolio and building momentum of our e-commerce initiative. Service also showed strong double-digit growth. Our service engineers continue to have good and improved access to our customer sites, and I'm grateful for the way they have served customers while continuing to navigate the challenges of the pandemic. Finally, with respect to TA, demand continues to rebound and was balanced across all major geographies and product lines, with particular strength in the U.S. and Europe. Let me now give you some highlights on our progress with the implementation of our transformation plan on Slide 7. Starting with our first priority, regaining our commercial momentum. We continue to see progress in our instrument replacement initiative. Our recently released Arc HPLC has played an important role in the LC replacement initiative. Its improved mechanical specs and ability to seamlessly transfer networks from Alliance HPLC or other HPLC platforms have been very well received by our customers. We are already crossing a mid-single-digit stack growth versus 2019 on a year-to-date basis in LC. With our CRO and CDMO customers, our ability to develop and provide method transfer support continues to be a strong driver of growth. This segment grew 60% on a year-to-date basis versus the comparable period in 2019. Early strength that we saw in China has now been replicated in Europe as well as in the U.S. Our e-commerce and recurring revenue attachment initiatives are also starting to boost the momentum observed in our year-to-date 2-year stacked CAGR for chemistry and service revenue. Moving on to our second priority on Slide 8. We have strengthened our organization with the addition of Wei Jiang to our Board of Directors. Wei currently serves as President of Bayer Pharmaceuticals for China and APAC. His results-driven experience will further expand the perspective of the Board that directly aligns with what is the strategy to accelerate growth and innovation. Dan joins us from Bristol Myers, where he was VP of Worldwide Commercialization Strategy and Innovation. Dan joins several of our other technically trained Executive Committee members with experience in orchestrating transformations and M&A in relevant customer segments like pharma and diagnostics. This brings me to our third priority of building our core to drive durable growth. As you will see on Slide 9, Waters already has a strong foundation in large and growing end markets with a leading position of science and innovation in a roughly $65 billion market, a high exposure to end markets that grow around mid-single digits with a deep rooted presence in regulated end markets like QA/QC, a large installed base of instruments with over 50% recurring revenues, a diversified geographic base with over -- almost 40% sales in Asia and industry-leading margins with a strong financial flexibility. So you'll agree with me that this is a solid base to build off. Now I'm on Slide 10. We built a team of leaders who have a strong track record of execution. Both Jon Pratt and Jianqing Bennett, Heads of the Waters Division and the TA Division, respectively, are highly experienced commercial leaders and are now very focused on building capabilities to sustain our commercial momentum. What gives me most pleasure is that we have started to hit our stride with new product introductions across the portfolio, and these are contributing to our sales momentum already. The leadership that is focused on execution and innovation is preparing us well to further build our portfolio to access even faster-growing adjacencies. We're exploring and nurturing opportunities both organic and inorganic to increase our exposure to biologics, be it bioprocessing reagents or novel modalities. We're actively shaping the promise of LC-MS in diagnostics and proteomics discovery applications and advancing lab connectivity applications through our informatics portfolio. High growth areas such as sustainable polymers and renewable energy are a focus of the TA division. In summary, we've had a strong start to the year with a broad base -- with broad-based contributions from our end markets, product portfolio and geographies to our revenue growth. In addition to the impressive growth versus our 2020 base of comparison, our business dynamics and customer demand look healthy on a 2-year run rate basis. Markets we serve are in a healthy state, and our geographic regions are rebounding solidly from pandemic lows. We remain focused on the continued progress and success of our short-term initiatives aimed at tactically strengthening our core business. We're confident in the opportunities ahead to bring LC-MS products, separations expertise and compliant data management experience into high-growth biopharma and diagnostic applications. I look forward to continuing to share more with you as we progress on these various fronts. With that, I'd like to pass the call over to Amol for a deeper review of the second quarter financials and our outlook for the remainder of 2021. As Udit outlined, we recorded net sales of $682 million in the second quarter, an increase of 27% in constant currency. Currency translation increased sales growth by approximately 4%, resulting in reported sales growth of 31%. Looking at the product line growth, our recurring revenue, which represents combination of chemistry and service revenue, increased by 18% for the quarter, while instrument sales increased 40%. Chemistry revenues were up 28%, and service revenues were up 13%. As we noted in our last earnings call, recurring revenues were not impacted by a difference in calendar days this quarter. Looking ahead, there is no year-over-year difference in the number of days for the third quarter either. However, please note there are six fewer days in the fourth quarter of this year compared to 2020. Now I would like to comment on our second quarter non-GAAP financial performance versus the prior year. Before I do so, a reminder that in the second quarter of 2020, we took decisive actions to manage our costs as part of our near-term cost savings plan in light of the pandemic. While our COVID cost savings plan was successful totaling approximately $100 million for 2020, it does have some implications in our year-over-year comparisons as we normalize from an abnormally low expense base. Gross margin for the quarter was 58.9%, down 10 basis points compared to the second quarter of 2020, driven by 80 basis points foreign exchange headwinds. Excluding the impact of foreign exchange, gross margin improved by 70 basis points despite higher instrument mix and COVID cost actions in 2020. This improvement was driven by volume leverage and productivity gains. Moving down the P&L, operating expenses increased by approximately 39% on a constant currency basis and 42% on a reported basis. The increase was primarily attributable to higher labor costs and variable compensation, the majority of which relates to normalization of the prior year cost actions. In the quarter, our effective operating tax rate was 14.8%, a decrease from last year as the comparable period included some unfavorable discrete items. Our average share count came in at 62.2 million shares, approximately flat versus the second quarter of last year. Our non-GAAP earnings per fully diluted share for the second quarter increased 24% to $2.60 in comparison to $2.10 last year. On a GAAP basis, our earnings per fully diluted share increased to $2.69 compared to $1.98 last year. Turning to free cash flow, capital deployment and our balance sheet. We define free cash flow as cash from operations less capital expenditures and excludes special items. In the second quarter of 2021, free cash flow declined 12% year-over-year to $155 million after funding $37 million of capital expenditures. Excluded from the free cash flow was $14 million related to the investment in our Taunton precision chemistry operations, a $38 million tax reform payment and a $3 million litigation settlement received. In the second quarter, this resulted in $0.23 of each dollar of sales converted into free cash flow. Year-to-date, free cash flow has increased 17% to $348 million. In the second quarter, accounts receivable DSO came in at 73 days, down 14 days compared to the second quarter of last year. Inventories increased slightly by $5 million in comparison to the prior year. We maintain a strong balance sheet, access to liquidity and well-structured debt maturity profile. In terms of returning capital to shareholders, we repurchased approximately 535,000 shares of our common stock for $168 million in the second quarter. At the end of second quarter, our net debt position was $940 million and a net debt-to-EBITDA ratio of about 1. Our capital deployment priorities remain consistent: invest for growth, maintain balance sheet strength and flexibility and return capital to shareholders. We remain committed to deploying capital against these priorities. In addition, we will evaluate deploying capital to well thought out, attractive and adjacent growth opportunities. As we look forward to the remainder of the year, I would like to provide you some update on our thoughts for 2021 on Slide 11. In the first half of the year, we saw good momentum in our market segments driven by robust demand and strong commercial execution. We believe that this momentum will continue in the second half of the year, but the comparisons are more challenging. Fourth quarter of 2020 was the first quarter in our transformation journey and was further favorably impacted by higher year-end budget plus spending. In addition, we have six fewer calendar days in the fourth quarter of this year. We are also keeping a watchful eye on the potential impact of newer COVID variants and the likely disruption they may cause to both supply and demand. We expect our near-term growth initiatives and commercial momentum to contribute meaningfully to our performance. These dynamics support updated full year 2021 guidance of 13% to 15% constant currency sales growth. At current rates, the positive currency translation is expected to add approximately one to two percentage points, resulting in a full year reported sales growth guidance of 14% to 17%. Gross margin for the full year is expected to be approximately 58%, and operating margin is expected to be approximately 29%. We expect our full year net interest expense to be $37 million and full year tax rate to be 15%. Average diluted 2021 share count is expected to be approximately 62 million. Throughout the year, we'll evaluate our share repurchase program and provide quarterly updates as appropriate. Rolling all this together and on a non-GAAP basis, full year 2021 earnings per fully diluted share are now projected in the range $10.50 to $10.70. This includes a positive currency impact of approximately three percentage points at today's rates and assumes no adverse demand or supply impact from COVID. Looking at the third quarter of 2021, we expect constant currency sales growth to be 7% to 9%. At today's rates, currency translation is expected to add approximately one percentage point, resulting in third quarter reported sales growth guidance of 8% to 10%. Third quarter non-GAAP earnings per fully diluted share are estimated to be in the range $2.25 to $2.35. This includes a positive currency impact of approximately three percentage point at today's rates and also assumes no adverse demand or supply impact from COVID. In summary, there is much to be pleased about the first half of the year driven by strong growth across our major end markets. Our transformation plan continues to progress with commercial momentum and strong leadership team in place. We now turn toward deploying our strategy in large and growing end markets we operate through accelerating innovation, through our portfolio as well as progressively aligning our portfolio with higher growth areas in adjacent markets. ","compname posts q2 non-gaap earnings per share $2.60. q2 non-gaap earnings per share $2.60. q2 sales $682 million versus refinitiv ibes estimate of $622.2 million. sees q3 non-gaap earnings per share $2.25 to $2.35. sees fy non-gaap earnings per share $10.50 to $10.70. q2 gaap earnings per share $2.69. expects q3 2021 constant-currency sales growth in range of 7% to 9%. expects full-year 2021 constant-currency sales growth in range of 13% to 15%. " "Information required by Regulation G of the Exchange act with respect to such non-GAAP financial measures can be obtained via WESCO's website at wesco.com. Replays of this conference call will be archived and available for the next seven days. I'd like to start out by saying on behalf of WESCO, I hope that all of you have been staying safe and healthy. I'll start with the third quarter highlights, then I'll provide an introduction to our three new strategic business units. And I'll be emphasizing their strong positioning to deliver above-market sales, margin and profit growth. Dave will then take you through our third quarter results. The excellent progress we're making on our second half commitments and synergy capture efforts and our increased synergy targets for the transformational combination of WESCO and Anixter. So let's first start with an update on our business and third quarter results. WESCO's new era is off to an absolutely exceptional start. As our results exceeded our expectations across the board for sales, cost, margins, profit, EPS, free cash flow generation and reduced financial leverage. This was our first full quarter of results after completing the acquisition of Anixter in June and clearly highlights the substantial value creation potential of this transformational combination. Our management actions and strong execution were effective in this COVID-driven environment. We expanded margins, reduced costs and grew profits, both sequentially and versus prior year. Business momentum improved through the quarter as we took market share and built an all-time record third quarter backlog. Our positive momentum has continued into the fourth quarter with October Workday adjusted sales down just 3% versus prior year and a book-to-bill ratio remaining above 1.0. Free cash flow generation was exceptional at over 300% of net income and demonstrates our resilient business model and strength through the cycle. Notably, net debt was reduced by $280 million, consistent with our capital allocation priorities. More importantly, financial leverage was reduced to 4.8 times at the end of the third quarter, marking a reduction of about 1.5 turns over the four-month period since closing the Anixter acquisition. Now turning to Anixter. We accelerated our integration planning execution and synergy realization efforts and made outstanding progress in the third quarter. The strong cultural alignment between WESCO and Anixter is proving to be a key driver in our initial success. And as Dave will explain in more detail momentarily, just four months since closing the acquisition on June 22, we have already initiated actions that will deliver 100%, 100% of our year one cost synergy target of $68 million. I could not be more pleased with the team's execution of our integration plan. As a result, we are raising our year one, year two and year three cost synergy targets to $100 million, $180 million and $250 million, respectively. Our initial integration progress gives us confidence that we will revisit our synergy targets as we build success upon success. We're also realizing initial sales synergies through leveraging our expanded global footprint and cross-selling our broader product and services portfolio. We believe our sales synergy efforts will support incremental -- important incremental sales growth in the years ahead. As we build on these early successes, we are increasingly confident in our ability to achieve significant upside potential and exceed our three-year cost savings sales growth, margin expansion and cash synergy targets. So let's turn to Page four. We're reporting our results for the first time under our organizational structure that we announced in June. And these are our three strategic business units or SBUs as we call them -- outlined on this page. So first is Electrical and Electronic systems, or EES, which is a little more than 40% of our company's total business. Second, Communications and Security Solutions, or CSS, which is roughly 1/3 of our company's total business. And then third, Utility and Broadband Solutions or UBS, which represents the remaining 1/4 of our overall combined company business across the enterprise. The respective industries and types of customers that these SBUs serve are outlined on this page. Yesterday, we also filed an 8-K with pro forma operating performance for each SBU on a quarterly and annual basis for 2019 and for the first two quarters of 2020. As I mentioned last quarter, one of the most meaningful and positive discoveries post close is how complementary the WESCO and Anixter portfolios are. The pie charts on this page depicts the legacy WESCO and legacy Anixter composition for each of the three businesses. EES is comprised of WESCO's leadership and deep roots in electrical coupled with Anixter's depth and breadth and leadership position in wire and cable solutions. And EES brings the complete electrical package and best-in-class solution offers to customers. CSS includes Anixter's leading global position, capabilities and scale in communications and security. And that's coupled with WESCO's Datacom, AV and Safety portfolio. Combined, CSS is exceptionally well positioned in high-growth markets with very attractive secular growth trends. And finally, UBS which combines WESCO's and Anixter's leading Utility and Broadband businesses is also very well positioned to outperform the market with a strong execution track record and unmatched supply chain capabilities. Organizing our company around these three global businesses enables us to leverage their industry-leading scale and highly complementary portfolios and super serving our customers. Each of these SBUs does between $4 billion and $7 billion of business annually, and they offer hundreds of thousands of products and industry-leading services, which makes them highly valued partner to both our suppliers and our customers. In what remains a highly fragmented distribution value chain, the combined company benefits from a step change in scale and capability. And we're leveraging that to sell more products and more services to more customers in more locations all around the world. Finally, the leadership teams of these three businesses are comprised of the best of the best from each company and all possess decades of experience in our industry. Nelson Squires who was previously WESCO's Chief Operating Officer and Head of the Canadian and International businesses is leading our ESS business. Bill Geary leads our global CSS business, and he previously was Head of Anixter's network and security business. And Jim Cameron leads our UBS business after running WESCO's utility business since 2014 and WESCO's broadband business since 2016. I'm very pleased that each of these leaders is off to a great start in delivering strong results in our first full quarter of WESCO plus Anixter. Now let's move to Page five. Our SBUs, each and every one of them are extremely well positioned to benefit from the numerous secular trends that will drive future growth for WESCO. We shared these 12 evolving secular growth trends we do previously, but today, we wanted to specifically highlight that they will drive growth across all of our businesses. As we see an increase in automation, machine-to-machine connections, electrification of our infrastructure and demand for faster bandwidth and data center capacity, along with or coupled with the positive impact of the emerging trends, such as relocation of supply chain back to North America and increased remote connectivity, all three of our strategic business units have the scale and the capabilities to capture the resultant secular growth. We've created the industry leader in electrical, communications and utility distribution and supply chain services just as these trends are poised to drive secular growth in the markets we serve. Finally, moving to Page six. We first communicated our three year cost savings sales growth, margin improvement and cash generation synergy targets back in March. Since that time, we've been executing a detailed, rigorous and process-oriented plan to integrate WESCO and Anixter. Against the backdrop of a challenging COVID-driven economic cycle, this strategic combination is even more compelling as we have doubled the size of our company and are transforming our new global enterprise. With the benefit of what we have learned since the closing in June and our strong initial execution of our integration plan, we are increasingly confident in our ability to achieve these financial goals, including our updated synergy targets. And most importantly, we're increasingly confident that we'll ultimately deliver the substantial value creation associated with this transformational combination. As the industry leader, we are now larger and more diverse with differentiated scale and capabilities in what remains a highly fragmented industry. We're evolving into a growth company and are exceptionally well positioned to lead the digital transformation of our business and our industry. Turning to Slide seven. During our second quarter earnings call, we outlined six second half priorities, and we want to provide you with an update on the substantial progress on each of these goals. Starting with sales, demand continued to improve, and we believe we've taken share. Sales in the quarter were down versus prior year due to COVID and up 8% on a pro forma basis from Q2. We maintained our focus on cost management and exceeded expectations. Prior to completing the merger with Anixter, we laid out our expectation to deliver $50 million of COVID-related cost actions. Between Q2 and Q3, we exceeded this target. On a pro forma basis, operating expenses were down $44 million in the third quarter versus the prior year. On gross margin, we discussed the success Anixter had expanding gross margin through a targeted improvement program, and we are deploying it to the legacy WESCO business. Gross margin was up 20 basis points on a pro forma basis, with broad-based improvement across the combined company. We are extremely pleased with the progress made on the integration. As John mentioned, we have already initiated actions to achieve the full year one synergy cost target of $68 million in the first four months of the integration and are increasing our cost synergy target. One of the areas we are most pleased with is cash generation. Free cash flow was extremely strong at $307 million in the quarter, and we reduced net debt by $280 million. Our leverage, including year one synergies, improved to 4.8 turns on an adjusted EBITDA basis. Lastly, we have fully transitioned our reporting structure to our new strategic business units that John walked you through a moment ago. We issued an 8-K yesterday, providing you with the historical WESCO-only results, recast to the new segment reporting structure as well as a pro forma, combining the historical WESCO and Anixter results, including the reconciliation of adjusted EBITDA. Again, we're very pleased with the results in the quarter against a difficult operating environment due to COVID. Moving to Slide eight. We are increasing our three year cumulative cost synergy target to $250 million. two drivers to the increase. First, we set internal goals that are higher than we announced publicly, and our teams are delivering. Second, there were specific areas where detailed information and analytics could not be completed until after we close the transaction. We are finding upside to our initial estimates in all four buckets of synergies and are particularly excited about the incremental synergy opportunities in the areas of supply chain and SG&A, giving us confidence to take up our target. In Q3, we realized $15 million of cost synergies and expect to achieve $100 million in the first year of the merger. We still believe there is additional upside, and we plan to build upon our success to drive additional value capture in the areas of cost, cross-selling and net working capital synergies. I'll also mention that we continue to make progress with the divestiture of the legacy WESCO Canadian Utility and Datacom businesses, which represent less than $150 million in revenue. We engaged an investment bank and are working with potential buyers and are on track to complete the divestitures on a timely basis. Turning to our third quarter results on Page nine. This summary table compares our third quarter results to the WESCO plus Anixter pro forma results for the prior year period and sequentially, against the second quarter of this year. Sales were down 5% versus the prior year and up 8% sequentially. These sales improvements represent substantial growth above pierce and indicate we are taking share. October Workday adjusted sales were down just 3% versus prior year. And as John mentioned, our book-to-bill ratio remains above 1.0. Sequentially, October Workday adjusted sales versus September were better than typical seasonality. Adjusted gross margin, which excludes the effect of merger-related fair value adjustments of $28 million, was 19.6%, up 20 basis points versus prior year and sequentially. We are clearly seeing traction from our margin improvement initiatives and are just beginning to deploy Anixter's proven gross margin improvement programs across the business. Adjusted earnings before interest and taxes was $200 million in the quarter. Reported EBIT was adjusted to remove the effect of merger-related cost of $14 million, the merger-related fair value adjustments on inventory of $28 million and a gain on the sale of an operating branch in the U.S. that was unrelated to the integration of $20 million. Regarding the branch sale, we divested a single location that primarily sold Rockwell Allen-Bradley automation equipment in a specific geography. Compared to the prior year, adjusted EBIT margin was up 30 basis points, reflecting the benefits of synergies and cost management actions in response to COVID-related demand declines. On a sequential basis, adjusted EBIT was up 60 basis points. As I mentioned on the prior slide, the legacy WESCO business expected to generate $50 million in total COVID-related cost savings in the last three quarters of the current year. This quarter, we delivered approximately $28 million of these savings. Adjusted EBITDA, which excludes the effects of the adjustments I just mentioned as well as stock-based compensation in both the current and prior year periods and other net adjustments was $252 million, 5% higher than the prior year and 19% higher sequentially. As a percentage of sales, adjusted EBITDA margin was 6.1%, 60 basis points higher than the prior year and sequentially. These exceptional results, reflecting both year-over-year and sequential improvements of both adjusted EBIT and adjusted EBITDA, reflect our continued strong execution, disciplined cost management, market share gains, industry-leading value propositions across all of our business units and the acceleration of our synergy capture. Our leading position and participation in the many secular trends discussed earlier as well as our track record of operational excellence, sets us up exceptionally well to drive substantial value creation. Adjusted diluted earnings per share for the quarter was $1.66. Turning to Slide 10. Our EES segment delivered sales that were down 10% versus prior year and up 13% sequentially. The sequential growth reflects construction demand that continues to improve in North America, and which was up double digits in the U.S. and Canada. Our backlog, which primarily reflects construction activity was a third quarter record, consistent with the trend we have observed of project delays due to COVID-19 but not cancellations. We continue to see increasing momentum in our OEM business as well as in many industrial verticals that we serve. It is important to note that oil and gas, which previously represented approximately 7% of WESCO's business prior to the combination with Anixter, is now a low single-digit percentage of the combined company's revenue. Adjusted EBITDA of $108 million was 6.5% of sales, approximately in line with the pro forma prior year results and 70 basis points higher sequentially, which is an excellent result given the lower sales versus the prior year. During the quarter, we were pleased to be awarded multiple contracts to provide switchgear and electrical materials, including lighting for the upgrade of a water treatment facility in Ontario, Canada. Turning to Slide 11. Our CSS segment delivered an exceptional quarter. Sales were down 2% versus prior year against a broader market that was down substantially more and up 10% sequentially. We are clearly taking share in these markets. As with EES, we saw continued positive momentum throughout the quarter. Security sales were up low-single-digits versus a market that was down mid-single digits. Our global accounts activity was up low-single digits, reflecting strong performance with hyperscale data centers, global security and system integrators. Profitability was also strong. Adjusted EBITDA of $121 million was up more than 8% versus prior year, and adjusted EBITDA margin improved 80 basis points above the prior year. In the second quarter, we were pleased to be awarded a multimillion-dollar contract to provide a comprehensive solution of products and material management services for the construction of two data centers in Mexico. Turning to Slide 12. Sales in our UBS segment were flat sequentially and down 2% versus the prior year. This result reflects strong growth from broadband sales, offset by weakness in the industrial-focused areas of our integrated supply business. Broadband sales were up mid-single digits versus the prior year in high-single digits sequentially, driven by continued 5G build-outs and fiber-to-the-x deployments. Utility sales were flat on a pro forma basis compared to the prior year. Storm response activity contributed to this growth as there were a number of hurricanes and tropical storms that made a landfall in the U.S., especially in September. Adjusted EBITDA of $86 million was up more than 11% versus prior year on a pro forma basis and represented 7.8% of sales, 100 basis points above prior year and 30 basis points above Q2. As an example of our recent success, we were awarded a multiyear contract to provide electrical transmission and distribution materials and inventory management services for our public utility. Moving to free cash flow and liquidity on Slide 13. This quarter, WESCO generated $307 million of free cash flow or 315% of adjusted net income. This exceptional result highlights our countercyclical cash flow generation, which is one of the many reasons we are highly confident in our ability to reduce leverage throughout all phases of the economic cycle. Year-to-date, the company has generated $462 million of free cash flow or 292% of adjusted net income. Our capital allocation priority remains unchanged. We will allocate capital support the integration and invest in our business. Our priority is to rapidly delever the balance sheet and be within our long-term target leverage range of two to 3.5 times net debt-to-EBITDA by the end of year three in June, 2023. We made substantial progress on this goal in the quarter as we reduced net debt by $280 million. Our leverage ratio, including the revised target of year one synergies was 4.8 turns, about half a turn below the comparable metrics in Q2 of 5.3 turns. Our liquidity, which is comprised of invested cash and borrowing availability in our bank credit facilities is exceptionally strong and totaled, approximately, $1.1 billion at the end of the third quarter. A reminder that we will remit the first cash interest payment on the 2025 and 2028 senior notes, and expect to pay the quarterly dividend on the preferred stock in December. Exceptional free cash flow throughout the economic cycle remains a hallmark for WESCO. That, along with strong liquidity supports our future growth. Moving to Slide 14. We've also provided additional information about the business units and the slide that answers some FAQs regarding the upcoming quarter. This quarter was clearly an exceptional result in all fronts for WESCO against a COVID-driven economic backdrop. We increased margin across the board despite the challenge of COVID-driven '19 sales weakness. This was driven in part by decisive actions to reduce costs given the uncertainty of demand. We see core demand continuing to improve across our businesses, noting that we typically see a seasonal effect to Q4 sales and have three fewer workdays sequentially in the current quarter. We restored salaries and benefits effective October 1, and we are incredibly proud of how our team has responded to the crisis and has continued to service our customers. In just four months since closing the transaction, we have initiated actions to meet the initial full year one cost synergies. We have increased our year one target from $68 million to $100 million and are increasing our total cost synergy target from $200 million to $250 million. In addition to the substantial cost synergies, we are already generating revenue synergies from our cross-sell pilot program. As a result of this excellent position and continued integration of Anixter, we expect to exceed our value creation targets of sales growth, margin expansion and cash generation. Our free cash flow was also exceptional, demonstrating our resilient business model and cash generation ability throughout the cycle. Each of the new strategic business units that we reported on today are extremely well positioned to capitalize on several continued and emerging secular growth trends. ","q3 adjusted earnings per share $1.66. raising our year 1, 2 and 3 cost synergy targets to $100 million, $180 million, and $250 million, respectively. " "We have Scott Lauber, who's now our president and chief executive; Xia Liu, our chief financial officer; and Beth Straka, senior vice president of corporate communications and investor relations. This exceeded the upper end of our most recent guidance, which was $4.07 a share. Our positive results were driven by favorable weather, solid economic recovery in our region and our continued focus on operating efficiency. Our balance sheet and cash flows remain strong. And as we've discussed, this allows us to fund a highly executable capital plan without issuing equity. I would also note that the earnings we're reporting today are quality earnings with no adjustments. As you know, we've been very active in shaping the future of clean energy. Looking back on 2021, we set some of the most aggressive goals in our industry for reducing carbon emissions. Across our generating fleet, we're targeting a 60% reduction in carbon emissions by 2025 and an 80% reduction by the end of 2030, all from a 2005 baseline. In fact, by the end of 2030, we expect our use of coal for power generation will be immaterial and our plan calls for a complete exit from coal by the year 2035. Of course, for the longer term, we remain focused on achieving net-zero carbon emissions from power generation by 2050. Now we all recognize that advances in technology will be needed to decarbonize the economy by 2050. And hydrogen, of course, could be a key player, a key part of the solution in the decades ahead. To that end, we announced last week one of the first hydrogen power pilot programs of its kind in the United States. We're joining with the Electric Power Research Institute to test hydrogen as a fuel source at one of our newer natural gas-powered units located in the Upper Peninsula of Michigan. The project will be carried out this year, and the results will be shared across the industry to demonstrate how the use of hydrogen could materially reduce carbon emissions. Switching gears now, we're driving forward on our $17.7 billion ESG progress plan, the largest five-year plan in the company's history. The plan is focused on efficiency, sustainability and growth. One of the highlights is the planned investment in nearly 2,400 megawatts of renewable capacity over the next five years. These renewable projects will serve the customers of our regulated utilities here in Wisconsin. Overall, we expect the ESG progress plan to support average growth in our asset base of 7% a year driving earnings growth, dividend growth and dramatically improved environmental performance. In summary, we believe we're poised to deliver among the very best risk-adjusted returns our industry has to offer. And now, let's take a brief look at the regional economy. We saw a promising recovery throughout 2021 despite the prolonged pandemic. The latest available data show Wisconsin's unemployment rate down at 2.8%; folks, that's a record low and more than a full percentage point below the national average. Importantly, jobs in the manufacturing sectors across Wisconsin have returned to pre-pandemic levels. And major economic development projects are moving full steam ahead. HARIBO, the gummy bear company is now recruiting workers at its brand new campus in Pleasant Prairie. Komatsu has begun relocating employees to its new state-of-the-art Milwaukee campus. Milwaukee Tool's downtown office tower is set to begin operations this month, and we see more growth ahead. For example, ABB, a global industrial and technology company; and Saputo, a leading dairy products company have announced plans for major expansions in our region. And finally, you've heard the phrase: a rising tide lift all boats. Well, I'm pleased to report that one of the most celebrated luxury boat makers in the world, Grand Craft Boats, is relocating its operations from Michigan to the Milwaukee region. You know, J. Lo, George Clooney, Robert Redford, they're among the high-profile clients of Grand Craft. So it will be interesting to see who shows up below deck at our next analyst day. Bottom line, we remain optimistic about the strength of the regional economy and our outlook for long-term growth. Looking back, we made significant progress in 2021. I'll start by covering some developments in Wisconsin. As Gale mentioned, we're continuing to make progress on the transition of our generation fleet and our ESG progress plan. I am pleased to report that our Badger Hollow 1 Solar project is now providing energy to our customers. You'll recall that we own 100 megawatts of this project in Southwest Wisconsin. We have also made progress on the construction of Badger Hollow 2. Currently, we expect an in-service date in the first quarter of 2023. This factors in a delay of approximately three months due to ongoing supply chain constraints. We do not expect a material change in the construction costs. In addition, the Public Service Commission has approved our plans to build two liquified natural gas storage facilities in the southeastern part of the state. Construction has started and we plan to bring the facilities into service in late 2023 and mid-2024. We expect this project to save our customers approximately $200 million over time and help ensure reliability during Wisconsin's coldest winters. And we recently signed our first contract for renewable natural gas or RNG, for our gas distribution business. We'll be tapping into the output of one of our large local dairy farms. The gas supplied each year will directly replace higher emission methane from natural gas that would have then entered our pipes. This one contract alone represents 25% of our 2030 goal for methane reduction. The Wisconsin-based company, U.S. Gain, is planning to have RNG flowing to our distribution network by the end of this year. The commission also approved the development of Red Barn, a wind farm in Southwestern part of the state. We expect our Wisconsin Public Service utility to invest approximately $150 million in this project and for it to qualify for production tax credits. When complete, it will provide WPS with 82 megawatts of renewable capacity. And just this past Monday, we filed an application with the commission for approval to acquire a portion of the capacity from West Riverside Energy Center. West Riverside is a combined cycle natural gas plant owned by Alliant Energy. If approved, Wisconsin Public Service would acquire 100 megawatts for approximately $91 million. That's the first of two potential option exercises. We expect the transaction to close in the second quarter of 2023. Looking forward, we expect to file a rate review for our Wisconsin utilities by May. We have no other rate cases planned at this time. Turning now to our infrastructure segment. The 190-megawatt Jayhawk Wind Farm located in Kansas, began service in December. We invested approximately $300 million in this project. Overall, we have brought six projects online in our infrastructure segment, representing more than 1,000 megawatts of capacity. And as you'll recall, we expect the Thunderhead Wind Farm to come online for the second quarter and the Sapphire Sky by the end of this year. Including these two projects, we plan to invest a total of $1.9 billion in this segment over the next five years, and we remain ahead of plan. And with that, I'll turn things back to Gale. We're confident that we can deliver our earnings guidance for 2022. We're guiding, as you know, in a range of $4.29 a share to $4.33 a share. The midpoint $4.31 represents growth of 7.5% from the midpoint of our original guidance last year. And you may have seen the announcement that our board of directors, at its January meeting, raised our quarterly cash dividend by 7.4%. We believe this increase will rank in the top decile of our industry. This also marks the 19th consecutive year that our company will reward shareholders with higher dividends. We continue to target a payout ratio of 65% to 70% of earnings. We're right in the middle of that range now. So I expect our dividend growth will continue to be in line with the growth in our earnings per share. Next up, Xia will provide you with more detail on our financial results and our first quarter guidance. Turning now to earnings. Our 2021 results of $4.11 per share increased $0.32 or 8.4% compared to 2020. Our earnings package includes a comparison of 2021 results on Page 17. I'll walk through the significant drivers. Starting with our utility operations, we grew our earnings by $0.10 compared to 2020. First, weather added $0.04, mostly driven by colder winter weather conditions compared to 2020. Second, continued economic recovery drove a $0.09 increase in earnings. This reflected stronger weather-normalized electric sales, as well as the resumption of late payment and other charges. Let me give you some highlights on our weather-normalized retail sales. Overall, retail delivery of electricity, excluding the iron ore mine, were up 2.6% compared to 2020. We saw a continued economic rebound in 2021 in our service territories. Small commercial and industrial electric sales were up 4.4% from 2020, and large commercial and industrial sales, excluding the iron ore mine, were up 5.1%. Natural gas deliveries in Wisconsin were relatively flat excluding gas used for power generation. Lastly, rate relief and additional capital investment contributed $0.14 to earnings and lower day-to-day O&M drove a $0.03 improvement. These favorable factors were partially offset by $0.17 of higher depreciation and amortization expense and a net $0.03 reduction from fuel costs and other items. Overall, we added $0.10 year over year from utility operations. Earnings from our investment in American Transmission Company decreased $0.02 per share year over year. The positive impact of additional capital investment was more than offset by two factors: a 2020 fourth quarter that benefited 2020 earnings and an impairment that we booked in the fourth quarter of 2021 on an investment outside of the ATC service territory. This substantially wrote off all of the goodwill on the project. Earnings at our energy infrastructure segment improved $0.06 in 2021. This was mostly related to production tax credit from the Blooming Grove and Tatanka Ridge wind farms. Finally, we saw an $0.18 improvement in the corporate and other segment. Lower interest expense contributed $0.07 year over year. Also, we recognized a $0.04 gain from our investment in the fund devoted to clean energy infrastructure and technology development. The remaining positive variance related to improved rabbi trust performance and some favorable tax and other items. In summary, we improved on our 2020 earnings by $0.32 per share. Looking now at the cash flow statement on Page 6. Net cash provided by operating activities decreased $163 million. The increase in cash earnings was more than offset by working capital requirements, mostly related to higher natural gas prices. As we resume normal collection practices in the spring, we expect working capital to improve throughout the year. Total capital expenditures and asset acquisitions were $2.4 billion in 2021. This represents a $471 million decrease compared to 2020, due primarily to the timing of the in-service date of Thunderhead Wind Farm. Turning now to financing activities. We opportunistically refinanced over $450 million of holding company debt during the fourth quarter. This reduced the average interest rate of these notes from 4.5% to 2.2%. We continue to demonstrate our commitment to strong credit quality. Adjusting for the impact of voluntary pension contribution and the year-over-year increase in working capital, our FFO to debt was 15.7% in 2021. Finally, let's look at our guidance for sales and earnings. For weather-normalized sales in Wisconsin, we're expecting 0.5% growth this year in both our electric and natural gas businesses, continued growth after a very strong year. In terms of 2022 earnings guidance, last year, we earned $1.61 per share in the first quarter. We project first quarter 2022 earnings to be in the range of $1.68 per share to $1.70 per share. This forecast assumes normal weather for the rest of the quarter. And as Gale stated, for the full year 2022, we are reaffirming our annual guidance of $4.29 to $4.33 per share. Overall, we're on track and focused on providing value for our customers and our stockholders. Operator, we're now ready to open it up for the question-and-answer portion of the call. ","wec energy group inc reported quarterly operating revenue $2.2 billion versus $1.93 billion. qtrly operating revenue $2.2 billion versus $1.93 billion . reaffirmed its earnings guidance for 2022. 2022 earnings are expected to be in a range of $4.29 to $4.33 per share. " "Our actual results could differ materially from these statements due to many factors discussed in our latest 10-K and other periodic reports. We believe these measures are important indicators of our operations as they exclude items that may not be indicative of results from our ongoing business operations. We also think the adjusted measures will provide you a better baseline for analyzing trends in our ongoing business operations. Listeners are directed to the supplemental information package posted on the Investor Relations section of our website for the reconciliation of non-GAAP items to the most directly comparable GAAP measures. At this time, all participants are in a listen-only mode. As a reminder, we ask that participants ask no more than two questions. Before we discuss our first quarter business results, I'd like to take a moment to discuss the volatile industry dynamics and our decisive response plan. In the first quarter, global semiconductors and resin shortages amplified existing supply constraints and thus impacted our product availability. Further, we all faced the rapidly rising inflationary pressures primarily in steel and resins. To address these issues, we swiftly responded with necessary actions to protect margins and product availability. We announced significant cost-based price increase in various countries across the globe, ranging from 5% to 12%. Additionally, we reset our supply chain model to constraint-driven Nordic, the constantly adjusted production based on component availability. I strongly believe that we have the right actions in place to protect our operating margins. These actions propelled our Q1 results and give us high confidence to significantly increase our full year ongoing earnings per share guidance by 18% to a range of $22.50 to $23.50. Now turning to our first quarter highlights on slide 5. We delivered strong revenue growth of 24%, driven by sustained consumer demand and previously announced cost-based pricing actions. Additionally, we delivered record ongoing EBIT margin of 12.4%, the third consecutive quarter of double-digit margins. Further, we generated positive free cash flow of $132 million as a result of strong earnings and lower working capital levels. Lastly, we successfully delivered on our long-term gross debt leverage target of 2 times. Turning to slide 6, we show the drivers of our first quarter EBIT margin. Price mix delivered 575 basis point of margin expansion, driven by reduced promotions and previously announced cost-based pricing benefits. Additionally, we delivered margin improvement of 375 basis points from net cost related to a carryover impact of structural cost takeout action and higher volumes as we begin to compare against the impact of COVID-19 in the prior year. These margin benefits were partially offset by raw material inflation, particularly steel and resins resulting in an unfavorable impact of 225 basis points. Lastly, increased investments in marketing and technology and continued currency devaluation in Latin America impacted margins by a combined 125 basis points. Overall, we're very pleased to be delivering on our long-term EBIT margin commitment and we are confident this positive momentum will continue to drive outstanding results throughout 2021. Turning to slide 8, I'll review our first quarter regional results. In North America, we delivered 20% revenue growth driven by continued strong consumer demand in the region. Additionally, we delivered another quarter of record EBIT margin driven by strong volume growth and the flawless execution of our go-to-market actions. Lastly, we continued to optimize our supply chain operations, resulting in modest sequential share gains. The region's outstanding results continue to demonstrate the fundamental strength and agility of our business model. Turning to slide 9, I'll review our first quarter results for our Europe, Middle East and Africa region. Strong demand and share gains in key countries drove a third consecutive quarter of double-digit revenue growth in the region. Additionally, the region delivered year-over-year EBIT improvement of $36 million led by increased revenue and strong cost takeout. These results again demonstrate the effectiveness of our ongoing strategic actions. Turning to slide 10, I'll review our first quarter results for our Latin America region. Net sales increased 18% with revenue growth excluding currency of 35%, led by strong demand across Brazil and Mexico. The region delivered very strong EBIT margins of 8.5% with continued strong demand and the early impact of cost-based pricing actions offsetting significant currency devaluation. Turning to slide 11, I'll review our first quarter results for our Asia region. In Asia, we delivered strong year-over-year net sales growth led by demand across the region and share gains in China. Additionally, we delivered significant EBIT expansion across both India and China, led by go-to-market and continued cost productivity actions. However, uncertainty remains as COVID-19 cases continue to surge in India. Turning to slide 13, Marc and I will discuss our revised full year 2021 guidance. So while the macroeconomic environment remains uncertain, we are confident that sustained strong consumer demand and our previously announced cost-based pricing actions will offset the impact of global supply constraints and rising input costs. We are raising our guidance for net sales growth from 6% to now 13%, and EBIT margin from 9% to now approximately 10%. In addition, the higher earnings we now expect to deliver free cash flow of approximately $1.25 billion instead of $1 billion. Finally, we're also raising our earnings per share guidance significantly to $22.50 to $23.50, by a year-over-year increase of 25%. Turning to slide 14, we show the drivers of our revised EBIT margin guidance. We expect 600 basis points of margin expansion driven by price mix as we continue to be disciplined in our go-to-market strategy and capture the benefits of our previously announced cost-based pricing actions. We continue to forecast net cost takeout to favorably impact margins by 150 basis points as we realized the carryover benefits of our 2020 cost reduction program and ongoing initiatives. The global material cost inflation in particular in steel and resins negatively impacted our business by about $1 billion. We expect cost increases to peak in the third quarter. Increased investments in marketing and technology and unfavorable currency, primarily in Latin America are expected to impact margins by 75 basis points each. Overall, based on our track record, we are confident in our ability to navigate this uncertain environment and deliver approximately 10% EBIT margin. Turning to slide 15, we show our updated industry and regional EBIT guidance for the year. We have slightly increased our global industry expectation to 5%, reflecting the demand strength in North America. We have updated the EBIT guidance of our North America and Latin America regions to reflect the benefits of pricing actions and continued demand strength. This brings our EBIT guidance for North America to 15.5% plus and Latin America to approximately 8%. Lastly, in March, Galanz launched its formal partial tender offer for a majority stake in Whirlpool China. Our EBIT guidance for Asia assumes Galanz's partial tender offer is successfully closed in the second quarter. Based on this assumption, we would expect to see approximately seven months of Whirlpool China revenue and EBIT removed from the region's results. This is approximately $300 million in net sales and approximately $15 million of EBIT loss. With the deconsolidation of Whirlpool China business and continuation of our profitable India business, we anticipate an increase in Asia's EBIT margin to 5% plus. Turning to slide 16, we will discuss the drivers of our 2021 free cash flow. With expectations for stronger top line growth and improved EBIT margins, we increased our cash earnings guidance by $250 million. From a working capital perspective, we expect to see inventory build throughout the year as we compare against record low levels in 2020 and unlock bottlenecks in our supply chain. Lastly, we now expect $150 million from the sale of a majority of our shares in Whirlpool China in addition to the continued optimization of our real estate portfolio. Overall, we now expect to drive free cash flow of approximately $1.25 billion or 5.7% of sales, in line with our long-term goal of 6%. Turning to slide 17, we provide an update on our capital allocation priorities for 2021. We continued to expect to invest over $1 billion in capital expenditures and research and development, highlighting our commitment to driving innovation and growth in the future. Additionally, with a clear focus on returning strong levels of cash to shareholders, we increased our dividend for the ninth consecutive year. Also, we have increased our share buyback program by $2 billion, bringing our remaining authorization to $2.4 billion. Lastly, we have delivered on our long-term gross debt leverage goal of 2 times. And let me just recap what you heard over the past few minutes. We are highly confident in our ability to manage through the supply constraint and cost inflationary environment. We have consistently demonstrated our ability to be agile, take decisive actions and deliver strong operating results despite challenging market conditions. I firmly believe that we have the right actions in place to protect our operating margins, which is once again demonstrated in our record Q1 results. With increased demand and price mix expectations, we significantly increased our guidance for revenue, EBIT, earnings per share and free cash flow. Lastly, we remain unwavering in our commitment to drive strong shareholder value and return cash to shareholders. ","oration delivers very strong q1 results and raises full-year guidance. full-year 2021 earnings per diluted share now expected to be $22.50 to $23.50 on an ongoing basis. increased share repurchase authorization by $2 billion to about $2.4 billion. increased full-year 2021 net sales growth to 13 percent from about 6 percent growth. " "A copy of the release has also been included in an 8-K submitted to the SEC. We achieved a record $669 million of sales in the first quarter, 32% growth over last year. Growth was split fairly evenly, weighted a little bit more to favorable pricing than volume growth. Demand remained strong at both ADS and in Infiltrator throughout our end markets and geographic footprint. In addition, international sales increased 82% this quarter with growth in our Canadian, Mexican and exports businesses. Our backlog and pace of orders remain favorable as well as our ability to capture price in the market, giving us confidence in the updated sales targets we issued today. We have issued several price increases since late last year to cover inflationary cost pressure, and we'll continue to use our leading market position in that respect as well as ADS and Infiltrator's scale position in material procurement and recycling operations to procure material at the best possible cost and availability. Our adjusted EBITDA increased 4% on a dollar basis given -- again, driven by the favorable pricing and strong volume growth. The price increases we issued over the last 10 months largely covered the inflationary pressure on materials and diesel. There are additional headwinds related to driver availability, an increase in the use of common carrier and an increase in common carrier rates that we are working to offset. We remain confident in our ability to identify and execute the right mitigation programs and expand our margins over time. Material prices started to rise in October 2020, increasing more significantly as a result of the winter storms that hit the Gulf region in February of 2021. In the first quarter, our material cost per pound increased significantly compared to the prior year. Additionally, in the second quarter, we will experience the largest gap between historically high material prices this year and historically low material prices of last year. The price increases we pushed into the market are largely covering material, and we continue to raise prices in line with these material increases as well as reprice quotes over 30 days old to ensure we're recovering the sequentially higher cost. Material availability has improved since our last call. It comes at a price, but we are doing what it takes to give materials out to our facilities so we can support customer needs, including incurring additional transportation costs and shuffling production scheduling more than we have in the past. We remain committed to meeting our customers' demand and have efforts underway to ensure we continue to do so. Across the market, attracting and retaining manufacturing labor and drivers is difficult right now. We've had to increase the pay rate in many locations to help mitigate this issue, both starting pay as well as raises for current employees. In addition, last year, we delayed all manufacturing merit increases until the second quarter due to the COVID-19 pandemic, making the first quarter year-over-year comparison more pronounced than usual. Within transportation, there are three major factors driving additional costs. One, we have a shortage of available drivers for our fleet, requiring us to utilize more common carriers than normal to service our customers. Number two, common carrier rates are up over 50% year-on-year. And number three, we're moving more material throughout the network to get it into the right locations so we can meet customer demand. While three of our largest cost components, materials, labor and transportation, have a lot of moving parts, we're responding with the following programs. To address the labor issues within manufacturing, we are focused on simplifying the manufacturing process for new employees, including focusing production and decreasing SKUs, reducing changeovers and deploy centralized scheduling techniques. We've also consolidated inventory of some key products to fewer locations for better visibility and order management, again, simplifying the task and providing better visibility. Management time is focused on a handful of locations where we have the most issues, particularly with labor and capacity. We've created dedicated transportation lanes and are deploying route planning techniques to help with the transportation labor shortage. As well, we've expanded the use of 3PL partnerships for retail to an additional region which freed up ADS fleet capacity for trade deliveries. More broadly, on labor, we have added recruiting process outsourcing partnerships for our manufactured and transportation labor hiring, which has improved both the applicant flow and the onboarding process. Where possible, we've increased pipe imports from our Mexican and Canadian operations to further supplement supply and availability in the U.S. Finally, we are making capital investments to increase capacity with some having an impact in Q4 for Infiltrator and the ADS pipe manufacturing. We started up a pipe production line this month in the Midwest to increase capacity, and we've also made aggressive investments in the strong tech business to increase production capacity. We saw capital spending increasing year-over-year in the first quarter, and this will continue as we invest in the long-term potential of both businesses. All that said, the momentum underpinning the core drivers of our business remains strong. Infiltrator maintained the high levels of profitability in the first quarter, despite similar challenges around materials, labor and transportation. The international businesses also performed very well with double-digit revenue and EBITDA growth in each of those businesses. The domestic pipe business is large and complex, and while we are very proud of the sales volume and pricing power, there are work guidance, particularly with labor and transportation, which we'll have to grind through and continue to improve. While some of these work items are inflationary and potentially transitory, others are operational that needs to be worked through systematically. And the areas where we started implementing programs using these techniques, namely the agriculture business, Canada and Florida, we've seen positive results over the years. However, throughout our larger manufacturing network is our task now. The ADS legacy and Infiltrator businesses combined to have their best sales quarter in our history. The combination of the highest demand we've seen in our history across all regions simultaneously, in an environment with labor and driver shortages and rapid inflation. This all came on us and our industry like very quickly in May and June. And given this environment, we expect our profitability going forward to look different quarter-to-quarter this year, more like the seasonality in fiscal 2018 when we made the majority of our profitability dollar growth in the back half of the year. On slide six, we present our first quarter fiscal 2020 financial performance. There are some key points that I want to hit on from a results perspective. Obviously, from a top line perspective, we had significant growth year-over-year, driven by both pricing and volume. Legacy ADS pipe products grew 42% and Allied Products sales grew 13%. Infiltrator sales increased 24% with double-digit sales growth in both tanks and leach field products. Consolidated adjusted EBITDA increased 4.5% to $167 million resulting in an adjusted EBITDA margin of 24.9% in the quarter, down from 31.4% in the first quarter of fiscal 2021. Scott discussed in detail the actions we have taken around the largest drivers of the margin compression: materials, labor and transportation inflation as well as the labor availability. Material costs are at the highest levels in recent memory and have continued to increase sequentially month-to-month throughout this year. We've issued two more price increases since the end of our fiscal first quarter, one in July and another just last week. We will hit the full run rate of the announced price increases that today in our fiscal third quarter. From an SG&A perspective, the first quarter results contain approximately $2 million of wages, travel, medical and other expenses that were not incurred last year due to the COVID-19 pandemic. In addition, commission expense increased in line with the sales growth we experienced in the first quarter year-over-year. In summary, we have good line of sight to the cost impacting us and have actions in place to offset such as we move through the year. Based on the timing of these actions, we expect to see most of this improvement in the second half of our fiscal year. The long-term fundamentals of the business are still intact, and we will play out -- and will play out as we move past this unique period of higher inflation. Moving to slide seven. We generated $79 million of free cash flow this quarter compared to $124 million in the prior year, primarily driven by increased capital spending and working capital. The impact from working capital was primarily due to the higher material costs moving to the balance sheet as compared to the year ago period. We continue to make progress on our working capital initiatives. And during the quarter, working capital decreased to approximately 19% of sales, down from 21% of sales last year. Our first priority for capital deployment remains investing organically in the growth of the business, as demonstrated by the $15 million increase in capital expenditures we experienced in the first quarter. For the full year, we continue to expect between $130 million and $150 million in capital expenditures, our largest investment being to support future growth, followed by our productivity and automation initiatives. Further, as part of our disciplined capital deployment strategy, we repurchased 1.1 million shares of our common stock for a total of $115 million in the first quarter, leaving $177 million remaining under our existing authorization as of June 30. Our trailing 12-month leverage ratio was 1.2 times, and we ended the quarter with $480 million of liquidity. Finally, on slide eight, we have updated our fiscal 2022 guidance. Based on our performance to date, pricing actions taken, order activity, backlog and current market trends, we currently expect net sales to be in the range of $2.5 billion to $2.6 billion, representing growth of 26% to 31% over the prior year. Our adjusted EBITDA guidance is unchanged at a range of $635 million to $665 million, representing growth of 12% to 17% over last year. The increase in our revenue guidance is due primarily to pricing that we've introduced into the market to date to offset the additional inflationary cost pressures we've discussed on the call today. Operator, please open the lines. ","guidance for fy adjusted ebitda is unchanged. sees fy 2022 revenue $2.5 billion to $2.6 billion. demand, backlog and pricing remain favorable, giving confidence in increased fy sales targets. " "On our call today, we have Andy Rose, Worthington's President and Chief Executive Officer; and Joe Hayek, Worthington's Chief Financial Officer. We had another strong quarter in Q2 with reported earnings of $2.15 per share compared to a loss of $1.40 in Q2 a year ago. Excluding a small onetime restructuring gain, we generated a second quarter record $2.12 per share in Q2. In the prior year period, excluding restructuring and the unrealized loss and onetime charges associated with our investment in Nikola, we generated earnings of $0.95 per share. Consolidated net sales in the quarter of $1.2 billion were up significantly compared to $731 million in Q2 of last year. Increase in sales was primarily due to higher steel prices along with increased volumes across our businesses and our recent acquisitions. Our gross profit for the quarter increased to $185 million from $135 million in the prior year quarter and gross margin was 15% versus 18.5%. Our adjusted EBITDA in Q2 was $168 million, up from $96 million in Q2 of last year and our trailing 12 months adjusted EBITDA is now $677 million. I'll now spend a few minutes on each of the businesses. In Steel Processing, net sales of $938 million doubled from $469 million in Q2 of last year, primarily due to higher average selling prices and a slight increase in volumes. Total shipped tons were up 4% from last year's second quarter through the inclusion of Shiloh's BlankLight business and were flat excluding that acquisition. Direct tons in Q2 were 47% of the mix compared to 48% in the prior year quarter. Automotive demand is still difficult to predict, but late in the quarter, production forecast began to improve, and we're optimistic that trend will continue. Production levels in automotive are not approaching historic averages, and a myriad of risks and challenges will persist for several quarters, but we are seeing indications that the worst of the semiconductor-related production interruptions may have passed. Demand across our other major end markets remains robust. And while supply chains and steel availability remains tight, our teams continue to navigate those challenges exceptionally well. In Q2, steel generated adjusted EBIT of $72 million compared to $34 million last year. The large YoverY increase was primarily driven by higher spreads combined with slightly higher volumes. In the quarter, the scrap gap remained wider than historic averages. In Q2, we had pre-tax inventory holding gains estimated to be $42 million or $0.61 per share compared to negligible gains in Q2 of last year. Based on recent declines in steel prices, we believe we will have meaningful inventory holding losses in Q3 and will also face continued headwinds from the scrap gap. In Consumer Products, net sales in Q2 were $141 million, up 20% from $118 million in the prior year quarter. The increase was driven by the inclusion of sales from GTI, which we acquired in January, combined with higher average selling prices. Adjusted EBIT for the consumer business was $18 million, and adjusted EBIT margin was 13% during Q2 compared to $17 million and 15% in the prior year quarter. Consumer team continues to do an excellent job managing through a fluid environment. Demand remains robust, and we have invested in new equipment and headcount to increase our production capacity. Margins have been under some pressure due to higher input costs and we're limited in our ability to pass those costs along because of fixed price contracts with customers. Late in Q2, we were able to start recapturing some of that margin. And as a result, we expect margins will improve moving forward. Building Products generated net sales of $121 million in Q2, which was up 29% from $94 million in the prior year quarter. The increase was primarily due to higher volumes as construction markets continue to grow and higher average selling prices. Building Products adjusted EBIT was $55 million, and adjusted EBIT margin was 45%, up significantly from $26 million and 28% in Q2 of last year. The large year-over-year increase was driven by record results at ClarkDietrich, contributed $27 million in equity earnings, combined with solid results from WAVE who contributed $22 million. Those teams have done a great job continuing to deliver value for their customers in a rising price environment. Our wholly owned Building Products business generated 47% year-over-year EBIT growth in the quarter due to an improved demand environment and higher average selling prices. The markets for our products and solutions, which are driven by commercial and residential construction, continue to show strength as the economy recovers, and we are maintaining and growing our share through new product development and our ability to add value to our customers' efforts. In Sustainable Energy Solutions, net sales in Q2 were $33 million, down slightly from $34 million in the prior year. Despite continued demand headwinds related to semiconductor chip shortages at their customers, the business was profitable and reported adjusted EBIT of $1 million in the current period compared to $2 million in the prior year. This business is in the early stages of repositioning itself to serve the global hydrogen ecosystem and adjacent sustainable energies like compressed natural gas. We're very pleased with our progress and some early wins. The markets we serve will take time to develop, but we're very excited about our growth prospects over the long term. With respect to cash flows and our balance sheet, operations used cash of $119 million in the quarter driven by a $235 million increase in operating working capital, primarily associated with higher steel prices. For context, we've added $568 million in working capital over the last 12 months, and our free cash flow in that same period is an outflow of $201 million. As steel prices decline, these increases in working capital should subside, and ultimately reverse, as they are converted back into cash. During the quarter, we received $29 million in dividends from our unconsolidated JVs, invested $24 million in capital projects, paid $15 million in dividends and spent $13 million to repurchase 235,000 shares of our common stock. Following our Q2 purchases, we have slightly over 8 million shares remaining under our repurchase authorization. Looking at our balance sheet and liquidity position. Funded debt at quarter end of $702 million and interest expense of $7 million were both down slightly compared to the prior year, primarily due to favorable exchange rates for our euro-denominated debt. We ended Q2 with $225 million in cash which we used to fund our December 1 acquisition of Tempel Steel. Earlier today, the Board declared a $0.28 per share dividend for the quarter, which is payable in March of 2022. I'm proud of our employees for delivering yet another record quarter, the best second quarter in the company's history and the third best quarter ever. It's a great way to finish the calendar year and enter the holiday season. We have a lot of positive momentum in our businesses, but operating challenges remain, some of which we have been able to improve over the past few months. Supply chain issues still exist, but the chip shortage appears to be improving, although it is still impacting our automotive volumes. Our HR team has done excellent work reducing the number of open positions across the company but labor availability is tight and not expected to change much in the foreseeable future. Our success is directly attributable to the efforts of our people who continue to do exceptional work meeting customer needs. Demand levels are good across almost all of our end markets, and backlogs are solid. In Consumer Products, price increases needed to offset rising costs are beginning to show up in our financial results and will help profitability going forward. We continued to invest in working capital during the quarter and have added almost $600 million in the past year, but the price of hot-rolled steel peaked during the quarter in the mid-1,900s [Phonetic] and has already fallen close to $300 a ton. Our purchasing team believes there are more declines coming, although the pace of that decline remains open for debate. Consumer Products, Building Products and Sustainable Energy Solutions all performed well during the quarter, but a special mention to the team at ClarkDietrich, who have successfully navigated the challenging environment to record profits. We continue to be very bullish on the future of all of these business segments as we refine and execute broader and more aggressive growth strategies. Leveraging innovation, transformation and M&A will drive above-market growth and higher returns on capital. We also completed our Investor Day in November. We are thrilled to have closed the acquisition of Tempel Steel on December 1. Tempel is already a global leader in the electrical steel laminations market, which supplies the manufacturers of transformers, electric motors and electric vehicle motors. This business is led by a talented team and should experience significant growth in the coming years as the world converts to electric vehicles and the electricity infrastructure is upgraded and expanded to meet these demands. The business environment continues to be very dynamic, whether it's COVID, labor shortages, supply chain issues or the volatility in commodities, particularly steel. Our teams continue to excel in managing through these challenges safely and effectively. Our customers' needs are being met, and our shareholders are being rewarded with record profits. We'll now take questions. ","q2 sales rose 69 percent to $1.2 billion. worthington industries - net earnings of $2.15 per diluted share, for fiscal 2022 q2. " "Hope everyone is having a safe and good day. This is Al Nahmad, Chairman and CEO. And with me is A.J. Nahmad, who is our President; and our two Executive Vice Presidents, Paul Johnston and Barry Logan. Now as we normally do, before we start, we need to read our cautionary statement. Now on to our report. I am pleased to share that Watsco has delivered an incredible second quarter, achieving new records in virtually every performance metric. Earnings per share jumped 64% to a record $3.71 per share on a 66% increase in net income. This was by far our most successful quarter ever. Sales grew 36% or nearly $500 million to a record $1.85 billion in sales for the quarter. Gross profits increased 50% with gross margins expanding 220 basis points. Operating income increased $88 million or 68% to $217 million. And operating margins, this is a big one, operating margins expanded 220 basis points to a record 11.7%. Now these results are all the more positive when considered against last year's second quarter, which had only a modest impact from the COVID-related slowdowns. Now we have two new companies in our family, TEC and Acme. They performed very well, and we cannot be happier that they are now part of an important part of Watsco. They have a rich and successful history and we will help them any way we can. Looking ahead, we are engaged in a very fragmented $50 billion North American market. Again, this is a $50 billion North American market. And we hope to find more great companies to join us. Greater scale in this industry provides more capital for us to fund our growth priorities. Also Watsco's industry-leading technologies continues to gain traction, and we believe they are helping us gain market share. Here are a few important highlights to mention. First, growth rates among active users of our technologies continues to outpace the growth rates of nonusers. Customers using our technology are simply growing faster. Next, attrition among customers using our technology is meaningfully lower compared to nonusers. The technology enables us to create stickier customer relationships. Also, more customers are using our digital selling platforms that are called OnCall Air and CreditForComfort. They help and modernize how HV solutions are presented to homeowners. These tools have also benefited the sale of higher efficiency systems, which we think is an important contributor to the climate chain discussion. As older systems are replaced, our technology can play an important role in helping consumers choose more energy-efficient solutions. Our progress is very encouraging, but we believe it is still early in terms of reaching the full potential of our technology investments. Our focus remains in the long term. I think you've heard me say that over and over again. We are long-term players in the industry. Please feel free to schedule a Zoom call with us, and we can further explain our technology and its impact. Finally, but very important, our balance sheet remains in pristine condition with only a small amount of debt. We have plenty of capacity and even more ambitions to grow our company both organically and through acquisitions. ","watsco earnings per share jumps 64% to $3.71 in q2. watsco earnings per share jumps 64% to $3.71 setting records for sales, operating profit, operating margin and net income. q2 earnings per share $3.71. q2 revenue $1.85 billion versus refinitiv ibes estimate of $1.68 billion. targeted operating cash flow to exceed net income in 2021. " "The company undertakes no obligation to update this information. whitestonereit.com in the Investor Relations section. With that, let me pass the call to Jim Mastandrea. We continue to hope and pray that all of you, your families and your businesses remain healthy, and are doing well as we navigate these most unusual times. I am pleased to share with you our strong operating and financial results that have sustained the economic downturn caused by the COVID-19 pandemic. Our business has recovered quickly, and in doing so produced shopping center sector-leading results. Dave Holeman, our Chief Financial Officer, will provide a more detailed look at the drivers of our operating and financial performance. We attribute these results to owning properties located in areas with high household income neighborhoods and the fastest-growing MSAs in business-friendly states. Operating a consumer business-driven model based on consumer demographics and psychographics to design a tenant makes that drives customer visits and experiences. Our strategic customer focus differentiates Whitestone from other real estate owners that leads to traditional hard and soft good retailers. To enhancing our intrinsic value through redeveloping and developing, which adds value to -- value as we physically expand our real estate footprint and grow rents and to balancing a capital management structure to drive revenues, net operating income and funds from operation. With this background, I would like to provide some color as to where we are today, where we plan to go in the coming months and quarters to drive long-term shareholder values, key building blocks to Whitestone's success and our progress toward the long-term goals we announced in February of 2018. First, where we are today. Since the onset of COVID-19, which injected considerable economic uncertainty, relative to the real estate industry in particular, we've had shopping center sector leading rental collections throughout the pandemic and most recently announcing 90% cash collections for the third quarter of 2020. These results are in line with our expectations and are trending upward from the first-half of the year. Rental collections, solid leasing spreads and execution of our business model is deeply rooted in Whitestone's team culture. Since the end of the first quarter, we focused on improving our dividend payout ratio, increasing our cash on hand, paying down our debt and strengthening our balance sheet. These actions have prepared us for the next level of growth and provided greater financial flexibility. Our judicious and disciplined allocation of capital has produced positive third quarter operating results, including occupancy of 88.9% at the end in the quarter, revenue that approached $30 million for the quarter, up 8% from the second quarter. Property net operating income of $21.3 million, up 6% from the second quarter. Leasing spreads that were strong and resulted in a positive 11% increase for the quarter. Cash collections, which I mentioned earlier that achieved 90% for the quarter were up from 81% in the second quarter and funds from operation core that were solid at $0.23 per share, up $0.01 or 5% from the second quarter. Dave in his remarks will follow mine, will go into greater detail on these results and comparisons to the prior year. Overall, I am very pleased with the way our management team is navigating the economic crisis caused by the coronavirus, stabilizing our business quickly and enabling us to refocus on extracting the embedded intrinsic value in our properties, while targeting acquisitions that are accretive and further scaling our platform. Second, where we plan on doing in the coming months. We intend to maintain our disciplined capital allocation philosophy going forward, as we have over the past. Our track record of our growth from 2010 to 2019 speaks to our plan. Our long-term plan is to grow our strategically chosen markets of Houston, Dallas-Fort Worth, Austin, San Antonio and Phoenix through redevelopment and development opportunities within our portfolio and externally grow by making targeted acquisitions in our existing markets and beyond. Third, the key building blocks for Whitestone's success is building a portfolio of choice properties in great markets that we lease and manage with a team of well-trained professionals who continue to do what has worked for us in the past. We view Whitestone as a highly differentiated and somewhat a special really -- specializing in e-commerce-resistant entrepreneurial tenants and crafting the right mix of those tenants who ultimately meet the neighborhood consumers' needs. Our diversified mix of tenants provide essential services for lease that cannot usually be acquired online, if at all. As a result, our open-air centers provide community experiences that cater to adjacent neighborhood as an extension of their lifestyle. While we recognize that we are in the retail real estate business, our differentiated approach and contrarian business model has allowed us to profitably grow an asset base over the years despite significant overall industry challenges. Our growth since our IPO in 2010 has been steady and disciplined and we intend to continue this disciplined approach. Finally, we continue to make progress toward our long-term goals of improving debt leverage and scaling our G&A cost that we set in 2018. During the third quarter, we paid off $9.5 million of real estate debt from cash, lowering our net real estate debt by $11 million from a year ago and improving our ratio of debt to gross book value real estate assets to 55% from 58% a year ago. We also are making progress on scaling our G&A. These costs since the beginning of the year have been reduced through reduction of headcount from 105 to 85 or 21% through further automation, improvements in processes and all of our team working smarter and harder. Our total G&A costs for 2020 are approximately $900,000 or 6% lower in the same time last year. We have a highly dedicated team that works every day to create local connections in communities that drive and we feel strongly that we are positioned to withstand the current headwinds and thrive into the future. Given the severe economic pressures caused by the coronavirus during the quarter, our portfolio has performed quite well. Despite having a significant amount of our tenant businesses impacted, we only had a handful of tenants close for good such that the portfolio occupancy rate held up well ending the quarter at 88.9%, down just 0.3% or 13,000 leased square feet from the second quarter. Also our annualized base rent per square foot at the end of the quarter was $19.43 and $19.38 by cash and straight-line basis. This represents a 0.5% increase on a cash basis and a 1.3% decrease on a straight-line basis from a year ago. The decrease on a straight-line basis is largely related to the conversion of 84 tenants to cash basis accounting and the associated write-off of accrued straight-line rents. Our square foot leasing activity was up 43% from the second quarter of 2020 and 46% from the third quarter of 2019. And we are pleased with positive blended leasing spreads on new and renewal leases of 3.3% and 11% on a cash and GAAP basis for the quarter. As Jim mentioned, for the quarter, we collected 90% of our rents, this include base rent and triple net charges billed monthly. We have also entered into rent deferral agreement on 3% of our third quarter rents. As part of the deferral agreements, we have negotiated beneficial items, such as, entry into our online payment portal, further reporting of tenant sales, suspension of co-tenancy requirements, loosening of exclusive or restrictions that allow further development and stronger guarantees. While we are encouraged by how things are progressing, the pandemic has continued to impact our business in term -- in the terms of our financial results. Funds from operations core for the third quarter was $10.1 million or $0.23 per share compared to $10.9 million or $0.26 per share for the same quarter of the prior year and our same-store net operating income for the quarter decreased by 4.5%. These decreases are primarily due to the impact of the pandemic, which resulted in a charge of $1.3 million to bad debt expense and $100,000 in write-off of straight-line receivables in the third quarter. This charge was incremental to the bad debt expense and straight-line revenue recorded in the prior year by $900,000 or $0.02 per share. Let me add some color on our collectability analysis related to the pandemic and the related receivable balances. At the end of the quarter, we had $23.6 million in accrued rents and accounts receivable. This consists of $21.1 million of billed receivables, $1.9 million of deferred receivables, $16.1 million of accrued rents and other receivables and a bad debt reserve of $15.5 million. Since the beginning of the year, our billed receivable balance has increased $4.4 million and our deferred receivables have increased $1.9 million for a total build and deferred receivable balance increase of $6.3 million. Against this increase of $6.3 million, we have recorded an uncollectible reserve in 2020 of $4.5 million or 71%. Our accrued rents and other receivables had decreased by $1.1 million, largely the result of the write-off of accrued straight-line rent receivables on tenants converted to cash basis accounting and our bad debt reserve has increased by $4.3 million. In accordance with generally accepted accounting principles, if the company determines that the collection of a tenant's future lease payments is not probable, the company must change the revenue recognition for that tenant to cash basis from accrual basis. In light of the financial pressures that COVID-19 has been placing on many of our tenants, we reevaluated all of those tenants in the second and third quarters, as a result have switched 84 tenants in our portfolio to cash basis accounting. These 84 tenants represent 3.6% of our annualized base rent and 3.4% of our leasable square footage. As a result of this conversion to cash basis accounting we have written off $1.1 million of accrued straight-line rents for the year, but the company intend to collect all unpaid rents from its tenants to the extent possible. Our tenants on cash basis accounting paid 63% of contractual rents in the third quarter, up from 41% in the second quarter. We have provided some additional details of our collections, it can be found on Page 27 of the supplemental. Turning to our balance sheet. Since March, we have implemented various measures to conserve cash, including further reductions in headcount. To-date, we have approximately $39 million in cash, representing a 6% increase since March 31st. Additionally, we paid off $9.5 million of real estate debt in the third quarter and have no debt maturities in 2021. We have reduced our total net real estate debt by $11 million since the third quarter of 2019. Currently, we have $111 million of undrawn capacity and $13 million of borrowing availability under our credit facility. We are in full compliance with our debt covenants and expect to remain so in the future. Looking ahead, one particular trend we are seeing as COVID-19 persists is that Whitestone's best-in-class geography is benefiting from net migration of businesses coming out of the regulation-heavy gateway market. Our markets continue to attract both large and small businesses, as evidenced by Charles Schwab's recent announcement of its move of its headquarters to Dallas from San Francisco. Whitestone's properties are seeing this migration also. Recently, we added a successful restaurant who needed to escape the high-tax high-regulation environment of California to our Mercado property in Arizona. Examples like these prove the resilience of our markets and give us further assurance that our business model is thriving. We have seen pent-up demand in our markets, as consumers are leaving their homes and returning quickly and in force. Parking lots are filling and stores and restaurants are becoming more active. Whitestone is well positioned to capture this pent-up demand and intends to do so. Our team has worked together through this ongoing crisis and our shareholders will reap significant future benefits through greater collaboration, a more robust exchange of ideas, better and more effective communication and improved systems and processes that provide new actionable data and allow us to more efficiently scale our infrastructure. Whitestone is continuing to perform and deliver on our strategic plan. We operate in many of the most highly desirable growth markets in high-population growth states and expect these markets to lead the country in economic recovery from the pandemic. We look forward to providing further updates as we progress. And with that, we will now take questions. Operator, please open the lines. ","qtrly net income attributable to common shareholders of $0.02 per diluted share. qtrly core ffo per share $0.23. " "On Slide 2 is our safe harbor statement. These statements are based on our beliefs and assumptions, current expectations, estimates and forecasts. During today's call, management will make reference to non-GAAP financial measures, including organic sales growth, adjusted operating profit, adjusted operating profit margin and adjusted diluted EPS. The past several months have been some of the most difficult times for our communities across the world as we face challenging circumstances related to COVID 19. This pandemic has made clear the importance of global healthcare and the criticality of the role West plays during these unprecedented times. Our mission to improve patient lives cannot be any more meaningful than in times like today. We take great pride that for nearly 100 years, we have provided innovative, high-quality products and solutions for the containment and delivery of injectable medicines. Despite the COVID-19 challenges, the West team remains focused on creating and delivering value to all our stakeholders. West has two priorities that are guiding us through this pandemic. First and foremost, we're focused on the well-being and safety of our team members across the globe. Our crisis management team was engaged at the outset, implementing precautionary measures across our company to protect our teams. It seems nearly every day, I learned about another great way that our team is stepping up to deliver the critical components to meet the urgent needs of our customers and their patients while looking out for the safety of one another. These moments are not only inspirational, but they serve as a testament to the collective strength of the One West team, and I'm grateful for their unwavering commitment to our mission. In addition, our culture of philanthropy and community involvement has our team members offering their time, unique skills and knowledge in support of local response efforts. Turning to Slide 4. Our second priority is the continuity of manufacturing and supply of components and solutions to our customers. The strong tenets of our market-led strategy and globalization of the manufacturing network are contributing to the resiliency of West's business in today's climate. I'm pleased to say that the growth trends we experienced throughout 2019 have continued in the first quarter, and the outlook for the balance of the year remains positive. Despite the current challenges, so far, we have been able to maintain operations at normal capacity. For the benefit of our customers, we have been able to leverage our world-class global manufacturing network by enabling the right capabilities, scale and flexibility to keep up the increase in demand. Because of the constantly changing environment and its effect on the economy, we conduct business impact analyses daily and make adjustments as they are required. These assessments are an integral part of our business continuity plans within each of our global sites and operations network. Throughout the past several months, we have monitored our supply chain, including our close partner, Daikyo, and at this time, do not foresee any negative impact from direct or indirect suppliers. As the pandemic has intensified, as expected, we have seen an increase in customer orders in recent weeks. We are monitoring order flow to ensure that we're addressing the true demand for our products. As shown on Slide 5, despite today's uncertain environment, I am pleased to report that we had a strong first-quarter performance, and we entered the second quarter well-positioned. We had 13% organic sales growth in the first quarter, largely through strong high-value product sales. This resulted in double-digit growth in adjusted earnings per share for the first quarter. As we enter the second quarter, the demand for our products continues to be solid from both existing customers, as well as new opportunities from companies looking to develop COVID-19 solutions. Each day seems to bring new challenges: supply chain, transportation, government regulations. And I want to emphasize that across West, we're operating with a sense of urgency to address and manage these issues. I hope everyone is healthy and safe during this time. So let's review the numbers in more detail. We'll first look at Q1 2020 revenues and profits where we saw strong sales and earnings per share growth, led by strong revenue performance, primarily in our biologics and generics market units and contract manufacturing. I will take you through the margin growth we saw in the quarter, as well as some balance sheet takeaways. And finally, we'll review guidance for 2020. GAAP measures are described in slides 13 to 16. We recorded net sales of $491.5 million, representing organic sales growth of 12.7% and 30 basis points of inorganic growth. Proprietary Products sales grew organically by 11.8% in the quarter. High-value products, which make up more than 63% of Proprietary Products sales, grew double digits and had solid momentum across all market units throughout Q1. Looking at the performance of the market units, the biologics market unit delivered strong double-digit growth. We continue to work with many biotech and biopharma customers who are using West and Daikyo high-value product offerings. The generics market units experienced high single-digit growth led by sales of Westar and FluroTec components. Our pharma market unit saw mid-single-digit growth with sales led by high-value products and services, including Westar, NovaPure and FluroTec components. And contract manufacturing had double-digit organic sales growth for the first quarter, led once again by sales of diagnostic and healthcare-related injection systems. Moving to Slide 7. We continue to see improvements in gross profit. We recorded $167 million in gross profit, $20 million or 13.6% above Q1 of last year, and gross profit margin of 34% with a 90-basis point expansion from the same period last year. We saw improvement in adjusted operating profit with $88 million reported this quarter, compared to $71.3 million in the same period last year or a 23.4% increase. Our adjusted operating profit margin of 17.9% was a 180-basis point increase from the same period last year. And finally, adjusted diluted earnings per share grew 36% for Q1. Excluding stock tax benefit, earnings per share grew by approximately 31%. So what's driving the growth in both revenue and profit? On Slide 8, we show the contributions to sales growth in the quarter. Volume and mix contributed $51.1 million or 11.5 percentage points of growth. Sales price increases contributed $6.6 million or 1.5 percentage points of growth. And changes in foreign currency exchange rates reduced sales by $9.7 million or a reduction of 2.2 percentage points. Looking at margin performance, Slide 9 shows our consolidated gross profit margin of 34% for Q1 2020, up from 33.1% in Q1 2019. Proprietary Products' first-quarter gross profit margin of 40.2% was 130 basis points above the margin achieved in the first quarter of 2019. The key drivers of the continued improvement in Proprietary Products gross profit margin were favorable mix of products sold, driven by growth in high-value products. Production efficiencies and sales price increases, partially offset by increased overhead costs, contract manufacturing's first-quarter gross profit margin of 14.3% was 30 basis points above the margin achieved in the first quarter of 2019. Our adjusted operating profit margin of 17.9% was a 180-basis point increase from the same period last year, largely attributable to our Proprietary Products' gross profit expansion. Now let's look at our balance sheet and review how we've done in terms of generating more cash for the business. On Slide 10, we have listed some key cash flow metrics. Operating cash flow was $57.1 million for the first quarter of 2020, an increase of $9.5 million compared to the same period last year, a 20% increase. Our Q1 2020 capital spending was $32.1 million, $3.3 million higher than the same period last year and in line with guidance. Working capital of $633.1 million at March 31, 2020, was $74 million lower than at December 31, 2019 primarily due to a reduction in our cash and cash equivalents. Our cash balance of March 31 of $335.3 million was $103.8 million less than our December 2019 balance primarily due to $115 million of expenditures under our share repurchase program. Our capital and financial resources, including overall liquidity, remains strong. Slide 11 provides a high-level summary. Full-year 2020 net sales guidance continues to be in a range of between $1.95 billion and $1.97 billion. This includes an estimated headwind of $26 million based on current foreign exchange rates compared to prior guidance, which forecasted a $15 million headwind. We expect organic sales growth to be approximately 8%. We expect our full-year 2020 reported diluted earnings per share guidance to be in a range of $3.52 to $3.62, compared to prior guidance of $3.45 to $3.55. Capital expenditure will be in the range of $130 million to $140 million. There are some key elements I want to bring your attention to as you review our guidance. Estimated FX headwind on earnings per share has an impact of approximately $0.07 based on current foreign currency exchange rates, compared to prior guidance of $0.04. The revised guidance also includes a $0.07 earnings per share impact from our first-quarter tax benefits from stock-based compensation. So to summarize the key takeaways for the first quarter, strong top-line growth in both Proprietary and contract manufacturing, gross profit margin improvement, growth in operating profit margin, growth in adjusted diluted earnings per share and growth in operating and free cash flow, our sales and earnings per share projections for 2020 and performance are in line with our long-term construct of approximately 6% to 8% organic sales growth and earnings per share expansion. Our company is financially strong. Today, more than ever, the pursuit of our mission is priority and not taken for granted. West products are needed by patients across the globe and in many cases, for the administration of life-saving medicines. As the market leader, we are committed to ensure continuity of supply to our customers around the globe. In addition, we are supporting our many customers that are developing potential solutions to address COVID-19 with components for diagnostics, antiviral therapeutics and vaccines. We are confident in our long-term growth strategy. Although these are trying times, we are optimistic and dedicated to doing what is necessary supporting the healthcare industry as it works to resolve this global pandemic. We will emerge from this experience collectively stronger. And on behalf of all of the team members at West, it is our wish that you stay healthy and safe in the days ahead. Andrew, we're ready to take questions. ","sees fy 2020 adjusted earnings per share $3.52 to $3.62. sees fy 2020 sales $1.95 billion to $1.97 billion. q1 sales $491.5 million versus refinitiv ibes estimate of $466.8 million. organic sales growth is expected to be approximately 8% in 2020. net sales guidance includes an estimated full-year headwind of $26 million for full-year 2020. " "On Slide 2 is the safe harbor statement. These statements are based on our beliefs and assumptions, current expectations, estimates, and forecasts. The company's future results are influenced by many factors beyond the control of the company. During today's call, management will make reference to non-GAAP financial measures, including organic sales growth, adjusted operating profit, adjusted operating profit margin, and adjusted diluted EPS. Before we dive into our Q3 results and raised 2020 guidance, I like to make clear the importance of our mission at West and the values that formed the pillars in which we operate. In today's uncertain environment and what seems like a new set of challenges each day, we remain focused on two key priorities: keeping our team members safe and ensuring uninterrupted supply of high quality containment and delivery devices required by our customers and the patients we currently serve. Moving to Slide 5, West is uniquely positioned to satisfy increasing market demand by leveraging our global operation of scale and our resources. Our team recognized at the outset of the pandemic that need to increase production capacity. We were already supporting the growth trajectory of our base business and the future demand for our products required for COVID-19 vaccines and therapeutics meant that we needed to act quickly and very decisively. To address the increase in demand, we brought forward planned capital investments and production capacity. So, earlier this month we installed new manufacturing equipment at one of our HVP sites to prepare for the future demand of FluroTec and NovaPure. As of this week, that capacity is operational and we have additional equipment being installed at a second HVP site with more installations planned in the coming months at other global sites. The strength of our performance this past quarter demonstrates the forward momentum we have built over time with our market led strategy and also One West team approach to satisfy market demand. And now turning to Slide 6, the disruption caused by the pandemic has impacted the way all of us conduct business in our daily lives. West is no exception. Customers can come to West for a scientific and technical expertise, and this differentiates us in the market. We have been investing in digital technology and automation with two objectives in mind, bringing new connected products to market, as well as enhancing the productivity of our operations at every level of the organization. While we're early in our digital journey, I would like to share a few examples of the recent success, starting with our manufacturing automation strategy. We made great strides over the past year and helping us to achieve continuous improvements and quality, safety, service and cost. Petersburg, Florida site has developed an automation process for robotically loading and unloading molding presses. This has considerably reduced idle production time associated with product changeovers and improved operating efficiency. Our Kinston site has automated molding, trimming, rinsing processes, which will drive higher quality and final product and greater efficiency gains. And I'm especially pleased with the team's agility in bringing forward the production capacity expansion, I mentioned earlier. A great deal of planning and engineering went into this initiative to help us meet our customers' requirements. On the digital front, we have just introduced the West virtual, the future of customer interactions with a truly immersive, fully interactive online experience. We expect this tool to be a primary customer interface, even beyond the current pandemic. So, turning now to Slide 7 and our performance in the third quarter, our financial results remain strong. I'm pleased to say that the growth trends we have experienced over the past several quarters continued in the third quarter and the outlook for the fourth quarter remains positive. And we've had over 18% organic sales growth in the third quarter, driven again by robust high value product sales, as well as sales in contract manufacturing. And we experienced solid growth in operating profit margin expansion. This resulted in a strong adjusted earnings per share and free cash flow for the third quarter. Similar to the second quarter, our base business had solid organic sales growth in the third quarter. We also had incremental sales associated with many COVID-19 development projects we are supporting for both therapeutics and vaccines. Specifically for vaccines, toward really the back end of the quarter, we were asked by our customers to accelerate initial deliveries of components is more than offset continued sales decline of products associated with injectable drugs and treatments such as dental and elective surgeries that have been impacted negatively by the pandemic. As for guidance for the remainder of the year, we are confident that we're well positioned with the strength and resiliency of our core underlying business and the incremental opportunities being presented to support our customers with pandemic solutions. Therefore, we're raising our sales and earnings per share guidance for the remainder of this year. Let's review the numbers in more detail. We'll first look at Q3 2020 revenues and profits, where we saw strong sales and earnings per share growth, led by strong revenue performance primarily in our biologics and generics market units and Contract Manufacturing. I will take you through the margin growth we saw in the quarter as well as some balance sheet takeaways. Finally, we'll review our updated 2020 guidance. Our financial results are summarized on Slide 8, and the reconciliation of non-U.S. GAAP measures are described in Slides 16 to 20. We recorded net sales of $548 million, representing organic sales growth of 18.2%. COVID-related net revenues are estimated to have been approximately $32 million in the quarter. These net revenues include the assessment of our components associated with treatment and diagnosis of COVID-19 patients, offset by lower sales to customers affected by lower volumes due to the pandemic. Excluding net COVID impact, organic sales grew by approximately 11%. Looking at Slide 9. Proprietary product sales grew organically by 20.3% in the quarter. High-Value Products, which made up more than 65% of proprietary product sales in the quarter, grew double-digits and had solid momentum across all market units throughout Q3. Looking at the performance of the market units, Biologics market units that were -- have delivered strong double-digit growth. We continue to work with many biotech and biopharma customers who are using West and Daikyo high-value product offerings. The generics market unit experienced high single-digit growth led by sales of Teflon stoppers and FluroTec components. Our Pharma market unit saw mid single-digit growth with sales led by high-value products and services, including Westar and FluroTec components. And Contract Manufacturing had double-digit organic sales growth for the third quarter, led once again by sales of diagnostic and healthcare-related injection devices. We continue to see improvement in gross profit. We recorded $194.6 million gross profit, $46.8 million or 31.7% above Q3 of last year. And our gross profit margin of 35.5% was a 310 basis point expansion from the same period last year. We saw improvement in adjusted operating profit, with $103.9 million recorded this quarter, compared to $70.1 million in the same period last year for a 48.2% increase. Our adjusted operating profit margin of 19% was a 360 basis point increase from the same period last year. Finally, adjusted diluted earnings per share grew 46% for Q3. Excluding stock tax benefit of $0.02 in Q3, earnings per share grew by some 53%. Let's review the gross drivers in both revenue and profits. On Slide 10, we show the contributions to sales growth in the quarter. Volume and mix contributed $77.1 million or 16.9 percentage points of growth, including approximately $32 million of volume driven by COVID-19-related net demand. Sales price increases contributed $6.1 million or 1.3 percentage points of growth, and changes in the foreign currency exchange rates increased sales by $8.7 million or a reduction of 1.9 percentage points. Looking at margin performance. Slide 11 shows our consolidated gross profit margin of 35.5% for Q3 2020, up from 32.4% in Q3 2019. Proprietary products third-quarter gross profit margin of 40.8% was 260 basis points above the margin achieved in the third quarter of 2019. Our key drivers of the continued improvement in proprietary products gross profit margin were: favorable mix of products sold, driven by high-value products; production efficiencies; and sales price increases, partially offset by increased overhead costs. Contract Manufacturing third-quarter gross profit margin of 17.9% was 350 basis points above the margin achieved in the third quarter of 2019. This is a result of improved efficiencies and the plan utilization. Now let's look at our balance sheet and review how we've done in terms of generating more cash. On Slide 12, we have listed some key cash flow metrics. Operating cash flow was $323.8 million for the year-to-date 2020, an increase of $63 million, compared to the same period last year, a 24.2% increase. Our year-to-date capital spending was also $116.7 million, $27.9 million higher than the same period last year and in line with guidance. Working capital of $790.6 million at September 30, 2020 was $73.5 million higher than at December 31, 2019, primarily due to an increase in Accounts Receivable due to increased sales activity and inventory, mainly as a result of increasing safety stock. Our cash balance at September 30 of the $519.4 million was $80.3 million more than our December 2019 balance, primarily due to our positive operating results. Our capital and financial resources, including overall liquidity, remain strong. Turning to guidance, slide 13 provides a high-level summary. Full year 2020 net sales guidance will be in a range of between $2.1 billion and $2.11 billion. This includes estimated net COVID incremental revenues of also approximately $85 million. There is an estimated headwind of $4 million based on current foreign exchange rates. We expect organic sales growth to be approximately 14% to 15%. This compares to prior guidance of $2.035 billion to $2.055 billion and growth of approximately 12%. We expect our full year 2020 adjusted diluted earnings per share guidance to be in a range of $4.50 to $4.55, compared to prior guidance of $4.15 to $4.25. As Eric discussed, we are expanding our HVP manufacturing capacity at the existing sites to meet anticipated 2021 COVID-19 vaccine demand. Capex guidance remains at $170 million to $180 million. There are some key elements I want to bring your attention to as you review this revised guidance. Estimated FX headwinds on earnings per share has had an impact of approximately $0.02 based on current foreign currency exchange rates. The revised guidance also includes $0.18 earnings per share impact from tax benefits from stock-based compensation. So just to summarize the key takeaways for the third quarter, strong top-line growth in both Proprietary and Contract Manufacturing, gross profit margin improvement, growth in operating profit margin, growth in adjusted diluted earnings per share and growth in operating and free cash flow. Our sales and earnings per share projections for 2020 and performance are in line with our long-term construct or approximately 6% to 8% organic sales growth and earnings per share expansion. Before I close, I'm pleased to share that last evening we received FDA clearance for West to market our 20 millimeter Vial2Bag advanced product. The team is excited to bring this innovative product to the healthcare professionals. To conclude, there are many challenges ahead of this, but we're resolute in our mission focus systems and most importantly, the team to address these challenges. We see strengths in our core business and we're confident in our long-term growth strategy. Our market led strategies delivering unique value propositions to our customers. Our global operations network is able to flex and respond to the demand, while driving our market leading service and quality. And our investments in digital technology and automation will continue to keep us on the forefront of the industry. We remain focused on delivering value to all our stakeholders on a very sustainable basis and doing our part to support the healthcare industry as it works to resolve this global pandemic. On behalf of the team members at West, we continue to wish you well in the days ahead. Gila, we're now ready to take questions. ","sees fy 2020 adjusted earnings per share $4.50 to $4.55. sees fy 2020 sales $2.1 billion to $2.11 billion. q3 sales $548 million versus refinitiv ibes estimate of $510.1 million. sees fy 2020 organic sales growth approximately 14% to 15%. full-year 2020 adjusted-diluted earnings per share is expected to be in a range of $4.50 and $4.55. " "We're glad that you could join us. During today's call, Bob will provide an overview of the second quarter and discuss the current state of our operations and markets. He will also update you on our smart and connected and sustainability efforts. Shashank will discuss the details of our second quarter performance, provide an initial outlook for the third quarter and offer a revised outlook for the full year 2021. Following our remarks, we will address questions related to the information covered during the call. For information concerning these risks, see Watts publicly available filings with the SEC. They've been navigating a robust demand environment and at the same time, managing through persistent supply chain constraints and the emergence of COVID-19 variants. I'm proud of our team's efforts to support our customers while remaining safe in the workplace. We anticipated a strong second quarter performance as the economy improved. However, demand was even better than we expected and our team delivered record results. As we guided last call, the February U.S. weather freeze provided a revenue tailwind in Q2 and we also benefited from our announced price increases. Adjusted operating margin exceeded our estimate, driven by incremental volume and our focus on productivity and cost management. Year-to-date, free cash flow is strong despite additional working capital needed to meet the current demand. In late June, we successfully completed negotiations to exit our manufacturing facility in Mery, France. This action will help to simplify our manufacturing structure and provide the incremental productivity. We've taken a charge for GAAP reporting in the second quarter. We expect to realize the full savings by 2023. Shashank will provide more financial details in a few minutes. Now, let me provide a view on the markets. In general, the markets continue to move in a positive direction during the second quarter. GDP expectations for 2021 have trended up in many of our key global regions since the first quarter. So, we expect that should continue to drive repair and replacement activity. In the Americas, single-family residential new construction remained strong in the second quarter in both residential and non-residential repair and replacement activity was buoyant. These markets have more than offset weakness in multifamily new construction and certain non-residential new construction especially in verticals like lodging and office buildings. Europe markets were solid again in the second quarter, driven by repair and replacement activity. The wholesale market remained strong in France and Italy, while the OEM market held its own, especially in the electronics business. Here, we saw high demand from channel anxiety caused by component shortages in the market. We also saw heating OEMs continue to benefit from green initiatives driven by government stimulus. We are introducing our third quarter outlook with sales and margin improvements expected versus the prior year, and we have increased our full year adjusted outlook to account for the stronger second quarter and expected third quarter results. We are more encouraged about the markets in general, but still have concerns about non-residential new construction, supply chain issues, continued inflationary pressures and virus variants. On Slide four, I'd like to update you on our smart and connected journey. We continue to introduce new connected products in the marketplace based on customer feedback. The tekmar snow melt controller has a snow ice sensor interface designed specifically to integrate into building management systems. It was developed to eliminate the need to write custom code, which is a time and cost saver for the contractor. In addition, the challenge of commissioning, testing and then maintaining the code is made easier. The tekmar snow ice interface provides proven snow melt functionality in a simple to integrate device. HF scientific's copper silver monitor or CSM is designed to monitor the level of copper and silver ions in a plumbing system down to the parts per billion range. Copper-silver ionization has emerged as one of the leading technology used in mitigation of waterborne pathogen growth, specifically Legionella in the plumbing systems of healthcare and hospitality facilities. By monitoring ion concentrations daily, the CSM allows copper-silver ionization systems to more accurately regulate their disinfection levels. Under dosing reduces the efficacy of the system, while overdosing increases operating costs and risk patient guest health. During the second quarter, the percentage of smart and connected product sales to total sales increased sequentially as compared to the first quarter as well as to the full year 2020. We continue to make progress toward our goal of 25% smart and connected product sales by 2023. Now, on Slide five, I'd like to update you on our sustainability efforts. We are focused on and committed to having a positive impact in the world. This commitment is leading us to deploy ongoing initiatives to reduce energy, water and waste usage within our own organization as well as developing solutions to support our customers' sustainability goals. We also view our role as an employer as an opportunity to affect positive change and are addressing diversity, equity and inclusion in our everyday actions. In June, we issued our most comprehensive sustainability report to date, highlighting 2020 accomplishments in establishing some longer-term goals to reduce our environmental impact. In 2020, we reduced our water usage by 33% and our greenhouse gas emissions by 13%. Our product portfolio shift to ecofriendly products and solutions continues. This past year, sales of our condensing boilers and water heaters reduced more than 110,000 metric tons of CO2 for our customers, more than four times what Watts generated as a company. We have maintained our partnership with Planet Water, providing funding and resources to install water purification systems for disadvantaged areas of the world. To date, we have positively impacted over 30,000 people in eight different countries, providing safe drinking water and education on the importance of proper hand sanitization. And later this year, we'll be sponsoring additional sites as part of a Global Handwashing Day initiative. Concerning diversity, equity and inclusion, we commenced our first internal DE&I survey to employees. We've revised our recruiting guidelines and training manuals to include new diversity based standards. We've begun partnerships with several historically black colleges and universities, supporting programs that we hope will garner future Watts employees, and we've initiated multiple diversity employee resource groups to promote education, awareness and inclusivity. Sales of $467 million increased 38% on a reported basis and 32% organically, driven primarily by the global economic recovery. Sales benefited from a five percent foreign exchange tailwind and acquisitions added one percent. Adjusted operating profit increased 85% and adjusted operating margins expanded 380 basis points to 14.9%. Both measures were driven by increased volume from easier compares to last year, price, productivity and cost actions. This more than offset incremental investment spend, inflation and the return of expenses related to business normalization. Adjusted earnings per share increased 100% as compared to last year from the better operating result as well as favorable below the line items and a foreign exchange benefit. Our adjusted effective tax rate was 27.1% compared to 26.4% in the prior year period. As a reminder, last year included a benefit from a discrete item related primarily to the foreign exchange impact of repatriations. As Bob mentioned, we have completed negotiations to exit our facility in Mery, France. Total pre-tax exit costs approximate $26 million, which includes approximately $2 million in non-cash charges. Most of the costs are severance-related and are expected to be incurred through 2022. For GAAP purposes, we booked approximately $18 million of those costs in the second quarter and expect approximately $2 million in additional restructuring charges in the second half of 2021. Full year pre-tax run rate savings should approximate $5 million, which should be fully realized in 2023. We expect about $0.5 million in savings this year, largely in the fourth quarter. Free cash flow was $65 million through June 30, up 160% from the same period last year. The increase was due to improvements in net income and lower net capital spending. Our goal remains to achieve free cash flow conversion at 100% or more of net income for the year. The balance sheet remained strong. Gross leverage was 0.7 times and net leverage was negative 0.2 times. Our net debt to capitalization ratio at quarter end was also negative at 4.5%. During the quarter, we repurchased approximately 31,000 shares of our common stock and at investment of $4 million, primarily to offset dilution. Turning to Slide seven and our regional results. The region experienced organic sales growth of between 28% and 51% during the second quarter as compared to last year, amid a strong economic recovery. Sales also benefited from favorable foreign exchange in Europe and APMEA by 14% and 10%, respectively. Acquisitions benefited APMEA sales by 14%. The Americas had an estimated five percent revenue tailwind from the continuing benefit of the February weather freeze in South Central United States. The Americas experienced strong repair and replacement activity and growth in single-family residential markets. Growth was across all major platforms with plumbing related products, especially strong. Americas adjusted operating profit increased 54% and adjusted operating margin increased 270 basis points to 17.7%, driven by volume, price, cost actions and productivity, which is partially offset by incremental investments, inflation and the return of expenses related to business normalization. Europe delivered another solid quarter with sales growth in all major regions and platforms. The wholesale markets in France and Italy remained strong and we saw a good growth in Germany and Italy OEM sales. Electronics sales increased as pre-buying by customers continued from market concerns around component shortages. Europe's adjusted operating margin increased 700 basis points to 17.1%. This was driven by volume, price and cost actions, which more than offset investments, inflation, the return of expenses related to business normalization and the loss of benefits from government employment subsidies. APMEA's second quarter sales increased double-digits, both inside and outside China. China sales continued to benefit from commercial valve demand in data centers. Outside China, New Zealand was strong due to the residential demand and the Middle East is slowly improving as the region benefits from higher oil prices. APMEA's adjusted operating margin increased 460 basis points to 17.9%, driven by trade volume, a 61% increase in affiliate volume, productivity and cost actions, which more than offset inflation. Moving to Slide eight and general assumptions about our third quarter operating outlook. We are estimating consolidated organic sales growth for the third quarter to be eight percent to 12% over the third quarter of 2020. Versus last year, we should see the benefit of additional volume and price increases allowed through June. We have announced a third price increase in the Americas, which goes into effect in September, but we anticipate minimal benefit in the third quarter. Acquired sales should approximate $2 million. We anticipate that our adjusted operating margin could range from 13.7% to 14.5% in the third quarter, driven by volume and price, partially offset by investments of $6 million and incremental cost of $7 million related to the return of discretionary spend. Corporate costs should approximate $13 million in the third quarter. Interest expense should be in line with Q2 at about $1.5 million. The adjusted effective tax rate should approximate 27%. Foreign exchange is expected to be neutral to slightly positive to last year should current rates persist throughout the quarter. From an organic perspective, we expect Americas sales growth to be in the range of nine percent to 13% for 2021. This is higher than anticipated in our May outlook and is being driven by stronger growth in non-residential repair and replacement due to higher GDP expectations, a stronger North America residential market and the third price increase recently announced. Sales should increase by about $5 million for the full year from acquisitions. We expect adjusted operating margins in the Americas should be up versus 2020, driven by the drop-through benefits of additional volume, including the freeze impact. We also expect the price will more than offset cost inflation for the year. For Europe, we're forecasting organic sales to increase between 10% and 14%. In France, the increase will be driven by continued residential market growth and government energy incentives will drive the growth in Germany and Italy. Adjusted operating margin should be up from incremental drop-through on volume, price and cost savings initiatives. In APMEA, we now expect organic sales to grow from 23% to 27% for the year. Sales also increased by approximately $6 million from the AVG acquisition in the first half of 2021. We anticipate adjusted operating margin for the year to be up as compared to 2020 from third-party and affiliate volume drop-through. Consolidated organic sales growth for the full year is expected to range from 10% to 14%. This is approximately 7.5% higher at the midpoint from our previous outlook and is primarily driven by better global end market expectations and our third price increase in the Americas. We anticipate adjusted operating margin will be up by 100 to 150 basis points year-over-year, driven by the incremental volume drop-through, price, restructuring savings of approximately $12 million, partially offset by $32 million of incremental investments and expenses related to business normalization and general inflation. And now regarding other key inputs, we expect corporate costs will approximate $48 million for the year. Interest expense should be roughly $7 million for the year. Our estimated adjusted effective tax rate for 2021 should approximate 27.5%. Capital spending is expected to be in the $35 million range. Depreciation and amortization should approximate $46 million for the year. We expect to continue to drive free cash flow conversion equal to a greater than 100% of net income. We are now assuming a 1.21 average Euro U.S. dollar FX rate for the full year versus the average rate of EUR1.14 in 2020. Please recall that for every $0.01 movement up or down in the euro-dollar exchange rate, our European annual sales are impacted by approximately $4 million and our annual earnings per share is impacted by $0.01. We expect our share count to approximate 34 million for the year. To summarize, let me leave you with a few key themes. Second quarter results were better than expected as activity improved during the quarter, helped by the global economic recovery, a strong repair and replacement market and the U.S. weather freeze tailwind. We have announced a third price increase in the Americas as inflation and supply chain costs continue to rise. Markets are supportive and the leading indicators for non-residential new construction are positive entering 2022. We continue to invest in long-term growth opportunities, especially in smart and connected solutions and in productivity-enhancing technology in our manufacturing facilities that support our long-term strategy. We have also increased our full year investment spend. During the second half, we expect to see increased costs on necessary investments, such as in-house training as business normalizes from pandemic levels. Still, we continue to closely monitor expenses. We expect to see improvement in third quarter results versus last year. Our full year outlook has been raised for both sales and adjusted operating profits, given the stronger than anticipated second quarter results and expectations for Q3 in the second half. ","q2 sales $467 million versus refinitiv ibes estimate of $425.5 million. increasing adjusted full year 2021 outlook. " "On our call today is our CEO, Hikmet Ersek; and our CFO, Raj Agrawal. During the call, we will discuss some items that do not conform to generally accepted accounting principles. We have reconciled those items to the most comparable GAAP measures on our website, westernunion.com, under the Investor Relations section. We will also discuss certain adjusted metrics. The expenses that have been excluded from adjusted metrics are specific to certain initiatives, but may be similar to the types of expenses that the company has previously incurred and can reasonably expect to incur in the future. We appreciate you joining us today to discuss our third quarter results and the progress of our business. Our business continues to rebound from the effects of the COVID-19 pandemic delivering double-digit revenue growth in digital and Business Solutions as well as strong profitability and operating cash flow during the quarter. Additionally, we are continuing to make good progress on our key initiatives, including our pricing evolution and platform enhancements. Now let's take a closer look at the third quarter results. Overall, we achieved revenue growth in the quarter of 2% on a reported and constant currency basis, which was driven by 15% growth in digital and 31% growth in Business Solutions. While these two business grew nicely, the Retail business was affected by the slower economic recovery, in particular, recovery in the labor markets where employment of migrant workers remains below 2019 levels. As a result, our C2C revenue was flat on a reported basis or down 1% in constant currency terms with transaction growth down 1%. Both principal per transaction and cross-border principal increased approximately 4% during the quarter. Year-to-date, our cross-border principal increased 19%, reflecting the elevated levels of support that our customers provide to their loved ones during the period of uneven economic recovery. With that, based on the latest World Bank forecast, we believe we are growing market share. Our digital business continues to generate strong growth. Revenue generated during the quarter was $266 million, maintaining the record high level that we achieved in the second quarter and putting us well on pace to exceed $1 billion in revenue this year. Most of our digital business is westernunion.com, which grew at a healthy pace in the third quarter with 16% principal growth and 12% revenue growth. Wu.com average monthly active users increased 8% in the quarter. Although wu.com growth is moderating as expected, as we grow from a much larger base and compare results against the prior year's accelerated growth levels, we anticipate growth to remain healthy as we continue to invest in marketing, product and customer experience. We were particularly encouraged by the results we are seeing in our account-to-account business, which is the fastest-growing portion of our business. The other component of our digital business is digital partnerships. Momentum is building in this business as we expand relationships with existing partners and launch new partners. We recently completed our previously announced acquisition of a minority stake in stc Bank, formerly known as STC Pay, which was a leading digital wallet service provider and is now in the process of launching as one of the first digital banks in Saudi Arabia. In addition, we are planning to launch a number of new partners in upcoming months. Our progress confirms that the capabilities we have built to serve our branded direct digital business is also well suited to serve the needs of leading banks and digital wallet providers. Our solution emphasizes flexibility and choice built on a strong foundation of compliance and technology. We are able to offer a branded solution partners who want to feature our leading brand in cross-border payments or we can offer capabilities that partners incorporate as a white label solution. Our real-time account payout capabilities, currently available in over 100 countries, improve on incumbent solutions while also providing choice for consumers who preferred to direct transfer to our agent network. We recently announced that Western Union International Bank has joined SEPA Instant Credit Transfer scheme as a direct participant, further enhancing our real-time payment capabilities in Europe. Our capabilities have focused on cross-border remittances historically, but partner needs are evolving to include broader use cases. Thus, as we have integrated with traditional payment systems in the past, our platform can also be extended to incorporate future use cases related to digital currencies. Key to our success, whether serving our direct consumers through our branded offering of -- or serving the customers of our partners is our omnichannel capabilities, which enable payouts to more than 200 countries and territories in over 130 currencies through our extensive global network of billions of bank accounts, millions of wallets and cards, and approximately 600,000 retail locations. We continue to invest in expanding our payment capabilities to provide our customers and partners with additional options and convenience across platforms, devices, borders and currencies. Turning to our profit performance in the quarter. Profitability was strong, with operating margin increasing to approximately 25%, as a result of solid Business Solutions revenue growth and lower planned marketing investments, which was partially offset as we continued to invest in our technology and global omnichannel platform. Earnings per share for the quarter was $0.57 on a reported basis and $0.63 on an adjusted basis. Before turning it over to Raj to discuss our financial performance for the quarter in more detail and our updated 2021 financial outlook, I'd like to provide an update on a few key strategic initiatives. Starting with Business Solutions, our planned divestiture remains on track. The majority of the business and the entire proceeds are expected to transfer in the first quarter of 2022. As we announced earlier today, we are expanding our ecosystem strategy. We are on track to launch our digital bank pilot in Germany and Romania in the fourth quarter, offering customers a digital banking and integrated money transfer solution through our Western Union International Bank. The digital banking offerings Western Union branded WU Plus is an important part of our ecosystem strategy, which is focused on bordering and deepening our relationship with customers by offering them additional relevant products and services. Another component of our ecosystem strategy is WU Shop, a shopping and cash back rewards program that enables our customers to shop internationally at over 12,000 online stores and send gifts directly to their families and friends in other countries while receiving cash back on their purchases. WU Shop is now live in Germany and Austria, several more countries, including the U.S., are targeted to launch by year-end. Overall, despite an uneven economic recovery and the continuing effects from the pandemic, our business proved resilient, and we are on solid footing as we finish the year. Today, I will discuss third quarter results and our full year 2021 financial outlook. Third quarter revenue of $1.3 billion increased 2% on a reported and constant currency basis. Currency translation net of the impact from hedges benefited third quarter revenues by approximately $3 million compared to the prior year. In the C2C segment, revenue was flat on a reported basis or decreased 1% constant currency. B2C transactions declined 1% for the quarter as the slow recovery from COVID-19 impacted retail money transfer, partially offset by 19% transaction growth in digital money transfer. The spread between C2C transaction and revenue growth was one percentage point on a reported basis and flat on a constant currency basis. Total C2C cross-border principal increased 4% on a reported basis or 3% constant currency, driven by growth in digital money transfer. Total C2C principal for transaction or PPT continued to grow and was up 4% or 3% constant currency, driven by mix and changes in consumer behavior. Digital money transfer revenues, which include wu.com and digital partnerships increased 15% on a reported basis or 14% constant currency. Wu.com revenue grew 12% or 11% constant currency on transaction growth of 9%. Wu.com cross-border revenue was up 16% in the quarter. Regionally, wu.com revenue growth was led by North America and Europe and CIS. Digital partnerships continued to show solid growth across revenue, transactions and principal in the quarter. Moving to the regional results. North America revenue decreased 2% on both a reported and constant currency basis, on transaction declines of 5%. Constant currency revenue was impacted by U.S. outbound, including U.S. regulations concerning Cuba that limit our ability to provide services there and continued declines in U.S. domestic money transfer. Revenue in the Europe and CIS region declined 3% on a reported basis or 5% constant currency on transaction growth of 3%. Our digital business continued to generate strong transaction and revenue growth, offset by softness in the retail business. The digital partnership business in Russia was the primary contributor to the spread between transactions and constant currency revenue in the quarter. Revenue in the Middle East, Africa and South Asia region declined 2% on both a reported and constant currency basis, while transactions grew 2%. The digital partnership business continued to generate strong performance, driving regional transaction growth in the quarter and was the main contributor to the spread. Constant currency revenue declines were driven by the regional business. Revenue growth in the Latin America and Caribbean region was up 25% or 26% constant currency on transaction growth of 10%. Constant currency revenue growth was generally broad-based as the region recovered from prior year economic dislocation due to COVID-19 with growth led by Mexico, Chile and Ecuador. The driver of the spread between transactions and constant currency revenue growth was due to business mix. Revenue in the APAC region increased 1% on a reported basis and declined 1% on a constant currency basis while transactions declined 13%. Constant currency revenue in the region continued to be impacted by COVID-19. Business Solutions revenue increased 31% on a reported basis or 28% constant currency. Revenue growth was driven by increased payment services activity and the education vertical, while trends remained on a positive course with the continuing recovery in cross-border trade. The segment represented 9% of company revenues in the quarter and benefited by growing over lower revenue in the prior year period. Other revenues represented 5% of total company revenues and increased 3% in the quarter. Turning to margins and profitability. The consolidated GAAP operating margin in the quarter was 24.8% compared to 22.7% in the prior year period, while the consolidated adjusted operating margin was 25.2% in the quarter compared to 23.5% in the prior year period. The GAAP and adjusted margin increases were primarily driven by revenue growth and lower planned marketing investment, partially offset by higher technology investment. The GAAP operating margin also benefited from prior year restructuring costs. Adjusted operating margin excludes M&A expenses in both the current and prior year period and last year's restructuring expenses. Moving to segment margins. Note that M&A expenses are included in other operating margins for both the current and prior year period and segment margins exclude last year's restructuring charges. B2C operating margin was 24.3% compared to 24.6% in the prior year period. The slightly lower operating margin was due to higher technology spend as we continued to invest in our platform partially offset by lower planned margin investments. Business Solutions operating margin was 32.9% in the quarter compared to 10.5% in the prior year period. The increase in operating margin was primarily due to increased revenue. During the last 12 months, the Business Solutions segment generated $402 million of revenue and $86 million of EBITDA. Other operating margin was 18.3% compared to 20% in the prior year period due to higher M&A costs this year related to the divestiture of Business Solutions. The GAAP effective tax rate in the quarter was 20.2% compared to 12.4% in the prior year period, while the adjusted effective tax rate in the quarter was 13.7% compared to 12.7% in the prior year period. The increase in the GAAP effective tax rate was due to deferred taxes recorded on the pending sale of Business Solutions. GAAP earnings per share or earnings per share was $0.57 in the quarter compared to $0.55 in the prior year period, while adjusted earnings per share was $0.63 in the quarter compared to $0.57 in the prior year period. The increase in earnings per share reflects the benefit of revenue growth and lower planned marketing investments, partially offset by a higher tax rate and higher technology investment. GAAP earnings per share includes a $0.05 impact related to the deferred taxes recorded on the pending sale of Business Solutions. Turning to our cash flow and balance sheet. Year-to-date cash flow from operating activities was $686 million. Capital expenditures in the quarter were approximately $35 million. At the end of the quarter, we had cash of $1 billion and debt of $2.9 billion. We returned $170 million to shareholders in the third quarter, consisting of $95 million in dividends and $75 million in share repurchases. The outstanding share count at quarter end was 404 million shares, and we had $558 million remaining under our share repurchase authorization, which expires at the end of this year. Moving to our outlook for 2021. Today, we provided an updated financial outlook reflecting recent business trends in macroeconomic conditions. As Hikmet mentioned earlier, the pace of recovery from COVID-19 has created a fluid environment. For example, GDP expectations were revised downwards in recent months and labor markets have not fully recovered. Our outlook assumes that the macroeconomic environment will be similar to what we experienced in the third quarter, while our previous outlook assumed a moderate improvement. We now expect full year 2021 GAAP revenue growth will be approximately 150 basis points higher than constant currency revenue growth. Our previous GAAP revenue outlook calls for a mid- to high single-digit increase. Constant currency revenue, excluding the impact of Argentina inflation is expected to grow between 3% and 4%, while our previous outlook call for a mid-single-digit increase. Our operating margin outlook has not changed, with the full year GAAP operating margin expected to be approximately 21%, while the adjusted operating margin is expected to be approximately 21.5%. Compared to the third quarter, fourth quarter margins are expected to be closer to the full year average as we anticipated from incremental investment in lower revenue from Business Solutions in the fourth quarter, which benefited from seasonal factors like tuition payments. We continue to anticipate our effective tax rate will be in the mid-teens range on a GAAP and adjusted basis. GAAP earnings per share for the year is expected to be in the range of $1.80 to $1.85 compared to the previous outlook of $1.82 to $1.92, reflecting the tax impact related to the pending sale of Business Solutions. We are also raising the bottom end of the range for adjusted earnings per share with a new range of $2.05 to $2.10, which compares to $2 to $2.10 in our previous outlook. To summarize, we're pleased with the progress we continue to make toward achieving our long-term strategic objectives. And operator, we are now ready to take questions. ","compname reports q3 adj. earnings per share of $0.63. q3 adjusted earnings per share $0.63. q3 gaap earnings per share $0.57. q3 revenue $1.3 billion. western union - consumer-to-consumer revenue were flat on a reported basis, or declined 1% constant currency, while transactions declined 1% during quarter. sees 2021 gaap revenue: about 150 basis points higher than constant currency revenue growth. sees 2021 revenue on constant currency (excluding impact of argentina inflation): about 3% to 4% growth. sees 2021 gaap earnings per share in a range of $1.80 - $1.85. sees 2021 adjusted earnings per share in a range of $2.05 - $2.10. advances ecosystem strategy with launch of wu shop and an upcoming pilot of digital banking services in select countries. " "Leading today's discussion are Vince McMahon, WWE's Chairman and CEO; Nick Khan, WWE's President and Chief Revenue Officer; Stephanie McMahon, WWE's Chief Brand Officer; and Kristina Salen, WWE's Chief Financial Officer. Their remarks will be followed by a Q&A session. Actual results may differ materially and undue reliance should not be placed on them. Additionally, the matters we will be discussing today may include non-GAAP financial measures. You should note that all comparisons are versus the year-ago quarter, unless otherwise described. Like every other form of entertainment, we're sports. We're coming out of COVID. At first, we were in survival mode, but we found a way. Once we felt secure, we then saw this as an opportunity too. We think the way we do business and open what, I call, a WWE treasure chest, the only way to do that the best management team in WWE history. We have that team, a team that's innovative, drives revenue and as we organize our company in a far more efficient way to take advantage of new revenue streams, new online platforms, new consumer products, new content creation and new opportunities to expand our media rights portfolio on a global basis, I'm always excited about our business. I don't think I've ever been as excited as I am now. This is Nick Khan. It's going to be nice to speak with all of you again. Since our last earnings call, there have been significant developments in the media industry. We'd like to discuss them and how the economics of these deals signal to us, a marketplace that continues to put premium on live content. Additionally, we'd like to outline a number of new revenue streams we've identified in the recent corner -- quarter, excuse me. I will end by providing an update on our expanding original programing slate, as well as giving you an update on our return to live events and touring. Recent developments in media have been highlighted by the completion of new content distribution deals. First, as we discussed last earnings call, Amazon grabbed the Thursday Night NFL package. So we have no inside knowledge of this, we wouldn't be shocked if Amazon was negotiating now, as we speak, to get that package on its air exclusively early. In terms of leads, both the NFL and NHL realized substantial increases in the rights fees for their license programs, demonstrating the continuing value of live content. The NFL saw a media rights increase of 79% even as linear ratings went down a little bit in recent season. The NHL has already doubled its media rights AAV, having sold just over half of its package. In the case of the NHL, linear ratings are down about 25%. In this context, the NHL received tremendous credit for already doubling its AAV from $200 million to $400 million, with another package still available for sale in the marketplace. Our bet is that part of the package goes to a new suitor. These deals are indicative of where the media rights marketplace is and where it continues to head. One of the big takeaways to us, if you look at these packages, is that the overwhelming majority of the media networks are paying to license both the linear rights as well as streaming rights. The days of splitting those rights appear to be over for the moment. Look at the NFL, which often sets the standard in media rights negotiations. Each media partner outside of Amazon paid a multiple of what they were previously paying for the rights to show the games on linear or digital or both. It's clear to us that these companies view live rights as meaningful subscription and retention programing for their OTT services. We are confident that our robust marketplace with interested buyers across broadcast cable and OTT positions our rights portfolio for long-term growth. We had an early case study in WWE delivering audiences for our partners' streaming services a little over two weeks ago, when our premiere event, WrestleMania, was distributed for the first time exclusively on Peacock in the United States. We were thrilled with the result and our partners at Peacock were even happier. Stephanie will provide a more thorough update on these achievements from WrestleMania momentarily, but we couldn't be more pleased with the first event. The promotion from our partners at Fox and NBCU leading into it and the number of conversations we have engaged in subsequent for the Peacock partnership announcement. And coming off of the subscriber and viewership success of WrestleMania that was delivered to Peacock, we're excited about possibly replicating the licensing of WWE's network to potential streaming partners in key international territories. It's a story we're sharing with the international community as we introduced WWE Network to potential partners across the globe. If you look at the success that we're having with our Tencent deal in China, we've seen a 30 times increase in views across all platforms in China, since striking this deal, with 30% of that coming from the viewership on Tencent. We look at the success we continue to have in India and the United Kingdom, we're excited to replicate that and to grow it further. Of course, content rights are not our only revenue focus, we're always looking at new streams of revenue. On April 10, our first day of WrestleMania, we dropped our first NFT, featuring iconic moments from the Undertaker's legendary WWE career. Many of these sold out in seconds. We were thrilled with our first foray into this space. Considering our vast library of wholly owned intellectual property, look for more NFTs from us in the near future. In this quarter, we also made a key deal in the gambling space. Stephanie is going to provide background on that deal later as well. As we continue to expand WWE's brand beyond the ring, we remain focused on developing the slate of original programing from our WWE Studio. We've sold a multi-episode animated series to Crunchyroll, which, as all of you know, is now owned by Sony, Young rock, which we've talked about previously, chronicles the real life journey of Dwayne Johnson from childhood to WWE legend and beyond. They debuted on NBC and it's doing significant business on NBC and with rears on USA and Peacock. And last Sunday, the Stone Cold Steve Austin documentary was the highest-rated biography in 16 years on A&E. Our other show on A&E that night, WWE's Most Wanted Treasures retained 79% of that lead end audience. There are seven more biographies featuring our superstars each Sunday for the next seven weeks. Again, all of these projects from sitcoms to unscripted to documentary to animate are produced or co-produced by us via our Studio. Last, as I mentioned earlier, stay tuned for our announcement showcasing our full-time return to live event touring. This year's WrestleMania was historic for many reasons, attracting more than 50,000 fans, representing full capacity for the two-night event. I would be remiss if I didn't mention how amazing it felt to have the opportunity to stand on the stage, look out at the faces in the audience and hear their cheers. From the superstars next to me to the people in the crowd to even maybe my father Vince McMahon, there wasn't a dry eye as we all celebrated something much bigger than ourselves, the power of the lion. Last year's WrestleMania with no fans at our performance centers went back to Raymond James Stadium with a full circle moment, providing a sense of hope for the future and where our signature then, now, forever became then, now, forever together. It is because of this powerful fan base, what we call the WWE Universe that we were able to achieve record-breaking performances across all of our platforms, including reaching new audiences through our domestic streaming partner, NBCU's Peacock. And a world went 52 days, we successfully launched our partnership with Peacock with cross-functional task forces responsible for assimilating meta data, transporting and formatting our most viewed content and creating marketing direct to consumer campaigns and one of the most comprehensive publicity plans we have ever had for WrestleMania. One executive at Peacock described our process as a best-in-class example for how partnerships should work. The results with the most viewed live events in Peacock's young history. The launch was supported by two integrated media campaigns executed across the Comcast, NBCU, Peacock and WWE portfolio. WrestleMania media coverage increased 25% with over 500 individual new stories, representing 1.2 billion media impressions. Creatively, everything kicked off the Friday before with the WrestleMania addition of SmackDown on FOX, where Jey Uso won the esteemed Andre the Giant Battle Royal. Sasha Banks and Bianca Belair became the first African-American female superstars to main event WrestleMania. Pop star, Bebe Rexha, saying the national anthem and hip-hop star, Wale, rapped Big E down to the ring. Grammy award winning artist Bad Bunny and YouTube influencer Logan Paul found themselves getting in on the action inside the ring. Bad Bunny's performance received praise from ESPN, counting it as one of, if not, the most impressive showings by a celebrity in the ring. And apparently, a lot of people enjoyed seeing YouTube influencer Logan Paul gets stunned as he trended number two on Twitter and generated nearly 100 million impressions on social media alone. WWE also secured a record 14 new and returning blue chip partners for WrestleMania, including Snickers as the presenting partner for the sixth consecutive year and presenting partner of the main event. Papa John's Cricket Wireless, P&G's Old Spice, Credit One Bank and DraftKings. DraftKings is now an official gaming partner of WWE, focusing on their signature free-to-play pools, which included placing some fun bets on main event matches in both nights of WrestleMania. Video views during WrestleMania week across digital and social platforms, including YouTube, Facebook and Instagram, hit 1.1 billion and 32 million hours of content were consumed, representing a 14% and 9% increase, respectively. WWE related content saw 115 million engagements and WrestleMania was also the world's most social program, both nights of the weekend, delivering 71 Twitter trends. As Nick mentioned, for the first time, we launched a series of NFTs, featuring the Undertaker at record-breaking WrestleMania weekend e-commerce sales and record merchandise per capita sales in stadiums. We also held more than 10 community activations throughout the week, including collaborating with the Mayor's Office to customize our vaccination messaging for the local market, recognizing local community champions, teaming with FOX Sports to donate equipment to Special Olympics, Florida, and working with various organizations, including Feeding Tampa Bay to combat food and nutrition and security. On USA Network, the following Night Raw delivered its best performance in the 18 to 49 demo in over a year and NXT's debut on its New Night on Tuesday was up 29% in the 18 to 49 demo year-over-year. As we move toward our next streaming special, WrestleMania Backlash on Sunday, May 16, we are excited to build on our recent success, grow our audience through Peacock's enhanced reach, align with Iconic franchises, such as the Olympics and the Super Bowl and continue to leverage Peacock sales and promotional teams. Additionally, key brand metrics in the first quarter are as follows. TV viewership continued to remain stable, maintaining a trend that began when we transitioned out of the performance center and invested in WWE ThunderDome at the end of August. From that time to the end of this quarter, Raw ratings have held steady and SmackDown ratings increased 9%. Notably, all Raw appearances featuring Bad Bunny showed an increase of 31% in the Hispanic persons 18 to 34 demo. And Bad Bunny's total social impressions during the time of his story lines equaled nearly 700 million. Digital consumption increased 7% to 367 million hours. WWE's flagship YouTube channel crossed 75 million subscribers and is now the fourth most viewed YouTube channel in the world. WWE sales and sponsorship revenue increased 19%, excluding the loss of a large scale international event. As I mentioned on our last call, brands are looking for unique ways to reach their consumers. WWE is perfectly positioned to do just that with the ability to create customized content experiences and utilize WWE superstars that resonate with target audiences. For example, the creation of our digital content series, Grit & Glory, for GM's Chevy Silverado brand and the creation of a new superstar, the Night Panther and a first-ever campaign integration across multiple platforms to market the new scent from Old Spice. In our view, WWE is well positioned to continue to elevate our brand, grow our business and engage new and existing consumers across all media platforms. As Vince, Nick and Stephanie highlighted, transitioning WWE Network to Peacock, while launching WrestleMania with a live audience of 50,000 fans in attendance is a major accomplishment. I would add by the flexibility, speed and sheer brute force of will demonstrated by the WWE team, the innovative and entrepreneurial spirit on display was as strong as I've seen in my 25-plus years prior in the tech industry. Today, I'll discuss WWE's financial performance, which underscores that spirit. As a reminder, all comparisons are versus the year ago quarter, unless I say otherwise. In the first quarter, WWE continued to manage a challenging environment. Total WWE revenue was $263.5 million, a decline of 9% due to the cancellation of live events, including a large scale international event and the associated loss of merchandise sales, all due to COVID-19. Despite this decline, adjusted OIBDA grew 9% to $83.9 million, reflecting the upfront recognition related to WWE's licensing agreement and the decline in operating expenses that resulted from the absence of live events. Looking at the WWE media segment, adjusted OIBDA was $107 million, growing 4% as increased revenue and profit from WWE's licensing agreement with Peacock, as well as increased revenue from the escalation of domestic core content rights fees more than offset the absence of a large scale international event. During the quarter, we continue to produce Raw and SmackDown in our state-of-the-art environment, WWE ThunderDome, at Tropicana Field in St. Petersburg, Florida. Our operating results continue to be impacted by the year-over-year increase in production costs associated with bringing nearly 1,000 live virtual fans into our show, surrounded by pyrotechnics, laser displays and drone cameras, we did achieve some efficiency quarter-over-quarter. With the April transition of WWE ThunderDome to Yuengling Center in Tampa Bay, we expect this investment will continue through at least the second quarter as it elevates the level of excitement and brings our fans back into the show. Despite a challenging environment, WWE continues to produce a significant amount of content, nearly 650 hours in the quarter across television streaming and social platforms. And as Nick described, we continue to develop our slate of original programing from our WWE Studios. Live events adjusted OIBDA was a loss of $4.3 million due to a 97% decline in live event revenue. These declines were due to the loss of ticket revenue, resulting from the cancellation of events. As we've said, we are delighted to have entertained ticketed fans and an audience of over 50,000 at WrestleMania a few weeks ago. We look forward to the highly anticipated return of regular ticketed events. However, predicting the pace of that return is challenging and as of this moment, we do not anticipate staging such events until at least the second half of 2021. WWE also continues to introduce new products, leveraging a superstar talent brand and strong distribution partners. As examples of WWE's continuing commitment to product innovation, WWE released three new championship title belts and a suite of branded products to commemorate Stone Cold Steve Austin's 25 years at WWE. Also in the quarter, WWE continue to be the number one action figure sold at Walmart, where it continues to deliver exclusive products. In the first quarter, WWE generated approximately $54 million in free cash flow, which was down slightly. Improved operating performance and lower capital expenditures were offset by the timing of collections associated with network revenue. Notably, during the first quarter, we returned approximately $84 million of capital to shareholders, including $75 million in share repurchases and $9 million in dividends paid. To date, more than $158 million of stock has been repurchased, representing approximately 32% of the authorization under our $500 million repurchase program. As of March 31, 2021, WWE held approximately $461 million in cash and short-term investments, which reflected the repayment of the remaining $100 million borrowed under WWE's revolving credit facility. Accordingly, WWE estimates debt capacity under the revolving line of credit of $200 million. And finally, a word on WWE's business outlook. Last quarter, WWE issued guidance for 2021 adjusted OIBDA of $270 million to $305 million. This range of guidance reflects estimated revenue growth, driven by the impact of the Peacock transaction, the gradual ramp up of ticketed live events and large scale international events and the escalation of core content rights fees, offset by increased personnel and television production expenses. The company is not changing full-year guidance at this time. The guidance range is subject to risk over the remainder of the year, particularly related to the impact of ongoing COVID-19 restrictions on the company's ability to stage live events, including large scale international events. Turning to WWE's capital expenditures, as we mentioned last quarter, we anticipate increased spending on the company's new headquarters, as we restart this project in the second half of 2021. For 2021, we've estimated total capital expenditures of $65 million to $85 million to begin construction, as well as to enhance WWE's technology infrastructure. We're in the process of reevaluating the headquarter project and will provide further guidance on future capital expenditures when that work is completed. For the second quarter of 2021, we estimate adjusted OIBDA will decline as incremental profits from Peacock and the escalation of content rights fees are more than offset by increased production, personnel and other operating costs. As a reminder, the year-over-year rise in television production costs reflects the impact of our investment in WWE ThunderDome relative to the lower cost of producing content from our training facility, as we did exclusively in the second quarter of last year. As the timing and rate of returning ticketed audiences to WWE's live events remain subject to uncertainties, we are not reinstating more specific quarterly guidance at this time. In the first quarter, WWE generated solid financial results as we executed on key strategic objectives. As Vince, Nick and Stephanie mentioned, we believe we can continue to innovate, enhancing our fan engagement, driving the value of our content and developing new products and markets, as well as cultivating new partnerships. We look forward to sharing our progress on these initiatives with you all. That concludes our remarks, and I will turn it now back to Michael. ","q1 revenue fell 9 percent to $263.5 million. not changing full year guidance at this time. q1 2021 results were up, largely driven by impact of wwe network-peacock licensing agreement. " "Leading today's discussion are Vince McMahon, WWE's Chairman and CEO; Nick Khan, WWE's President and Chief Revenue Officer; Stephanie McMahon, WWE's Chief Brand Officer; and Kristina Salen, WWE's Chief Financial Officer. Their remarks will be followed by a Q&A session. Actual results may differ materially and undue reliance should not be placed on them. Additionally, the matters we will be discussing today may include non-GAAP financial measures. You should know that all comparisons are versus the year ago quarter unless otherwise described. We generated solid second quarter financial results as we focused on fan engagement and increasing efficiency in our content production. We have positive trends in our OIBDA and the demand for our live event ticket sales as well as our television ratings and digital consumption. Live events that have aired through July 26 have been at closure at full capacity. We have advances for our live events that looked excellent including I might add SummerSlam,, which will be the largest SummerSlam event we've ever had here in the United States. Television ratings for our initial shows were up significantly. First-time we played before large crowd on July 16, it was up 42% increase in 18 to 49 demo, which was extraordinary, Raw of 15% as well. In the quarter, we implemented certain organizational changes that will also increase efficiency and our content production on the post event. I'll give you a little bit more information on that. Looking ahead, we believe we can take advantage of the evolving business environment as we always have crowd engagement developing business and will drive growth. Do you want to go, Nick? Nice to speak with you all again. As always, we'd like to start with some industry perspective. In our last earnings call, we discussed how earlier this year the NFL, NHL and Major League Baseball realized substantial increases in the rights fees for their license programs even with lower linear television ratings. The NFL saw media rights increase of 79%, the NHL more than tripled its media rights AAV and Major League Baseball is getting a higher per game rate as part of its new Disney deal. The second quarter was another busy quarter with deal activity. A number of rights holders closed media rights deals that saw substantial increases or their product, both in their home market, as well as in other territories. Also in this quarter, we saw a number of private equity firms invest in sports teams, primarily based on the assumption that there was growth opportunity yet to be realized for their media rights. Additionally, Steph and I would like to touch on the growth opportunity that exists in our sponsorship segment. We will end by updating all of you on a number of WWE deals from this quarter that have led to new revenue streams. The top Spanish soccer division, La Liga, closed an eight-year deal with Disney in the United States with an estimated AAV of $175 million, which represents a 35% increase from their prior deal with ESPN. Wimbledon recently announced its 12-year extension with Disney in the U.S. and a three-year extension with the BBC in the U.K. Both deals saw significant increases. Also in this quarter, private equity from RedBird Capital announced that it was acquiring a 15% stake in an Indian Premier League cricket team valuing the team between $250 million and $300 million. Part of the rationale for this investment stems from the rising value of media rights for live sports content globally. We're confident in saying this because we are seeing similar growth for our own international deals. Just last week, we renewed our deal in Australia with our partners at Foxtel securing an increase for package of rights in that territory. As we begin our efforts to license WWE Network internationally, we are encouraged by the trends we saw this quarter and are confident we will continue to see success as we engage with our partners internationally. More on that to come in the future. As Vince mentioned at the top of the call, ratings are up across all of our shows following the return of live fans. Stephanie will provide more details on the ratings growth shortly. Allow us to discuss Peacock for a moment. Four months into the Peacock partnership, we are seeing the benefits of a streaming partnership with a platform that has broad distribution and continues to grow. Since moving to Peacock, viewership of our pay-per-view events have increased with Backlash up 26%, Hell In A Cell up 25%, and Money In The Bank up 46% from the prior year performance on what was the stand-alone WWE Network. These viewership numbers are also up considerably from our pre-pandemic WWE Network numbers. As you recall, when we announced the Peacock deal, we said one of the key reasons for the partnership was to bring the WWE product to a wider audience than those subscribed to WWE Network. We expect viewership of WWE to continue to increase, particularly as Peacock rose its base of users. We also wanted to discuss our return to live event touring with you. As many of you know, we made our return to live event touring on Friday, July 16 with SmackDown on FOX from Houston, Texas. One nuance to know here. This was not a return to live events for us. We held live events with fans via video screens throughout the pandemic, not one week of production missed. So, again, this is really our return to touring with live fans, felt great for the fans, for our Superstars and for our business. Normally, we won't walk you through the specifics of events; however, today, allow me to give you a taste of how our live events are performing. On Friday, July 16 at the Toyota Center in Houston, Texas, we sold out. This event was the highest-grossing non-pay-per-view event in WWE history in Houston. Our merchandise sales for that night almost 50% greater than they were for our last event in Houston. Please keep in mind that these merchandise figures come off of a phenomenal e-commerce sales period throughout COVID. Two nights later at Money In The Bank on Sunday, July 18 at Dickies Arena in Fort Worth, Texas, we sold out. This event was a highest-grossing non-WrestleMania event in WWE history in the Dallas-Fort Worth area. Our merchandise sales for that night, almost the 100% greater than they were for our last event in the area. These two arena sold out prior to John Cena surprise return at the end of the second show, the end of the Money In The Bank show that is. The very next night, Monday, July 19 at American Airlines in Dallas, just down the road from Fort Worth, with a highest paid attendance in Dallas in over three years, our merchandise sales for that night almost 50% greater than they were at our last 2019 event in the Dallas-Fort Worth area. Our next live event, SmackDown, this past Friday from Cleveland. This event was our highest grossing non-pay-per-view gate in WWE history in Cleveland. Our merchandise sales for that night over 60% greater than they were at our last event in Cleveland. That same night, this past Friday, we also made our first-ever appearance for either our Raw or SmackDown brands at a music festival in the U.S. Rolling Loud, the preeminent hip-hop music festival, which was in Miami, over 230,000 paid attendees over the course of that three-day event, two WWE matches including our SmackDown women's champion, Bianca Belair coming off of her and Sasha Banks' ESPY win for best WWE moment in front of over 75,000 fans on Friday night, almost all under the age of 25. We saw strong merchandise sales there as well. The next night, we held our first non-televised live event since the pandemic from Pittsburgh. This was the highest-grossing non-televised live event gate in WWE history in Pittsburgh, 95% of tickets sold. Our merchandise sales for that night, more than 25% greater than they were at our last event in Pittsburgh. And the night after that, another non-televised live event from Louisville, Kentucky. This was the highest-grossing event at the KFC Yum Center in WWE history and a highest paid attendance for a non-televised event in Louisville in over five years. Our merchandise sales for that night, more than 25% greater than they were at our last event in Louisville. On Raw this past Monday, just three nights ago from Kansas City, Missouri. This is our highest grossing WWE non-pay-per-view event in Kansas City in 14 years. Our merchandise sales for that night were almost 50% greater than they were at our last Kansas City event. Also in the quarter, we added the ability to purchase merchandise via our app for in-venue pickup or to be shipped from the venue to any location you choose. Also, as you may recall, as part of our 2021 Live Events Calendar, we announced that SummerSlam would be taking place for the first time from an NFL stadium, from Allegiant Stadium in Las Vegas on a Saturday night, August 21. Saturday is a new Night for us in terms of a pay-per-view event. Without a main event or even a card announced, we have sold over 40,000 of 45,000 tickets and we'll have a record gate for a non-WrestleMania event. From Rolling Loud, which I previously mentioned, Bianca Belair also announced with Atlanta Hawks Superstar, Trae Young that we'll be having a New Year's Day pay-per-view this January 1, again, a Saturday from State Farm Arena in Atlanta, Georgia, Atlanta expects over 300,000 visitors for New Year's weekend. New Year's Eve is a Friday this year. The college football playoff championship games are on that New Year's Eve, December 31, Friday. The NFL, which traditionally goes on Saturday nights, when the college football regular season has ended, is not going on Saturdays late season with its new 18-week regular season. So, we saw what we think as an opening on the sports calendar and we believe ticket sales and viewership will both be indicative of that. We look for us to announce the rest of our 2021 calendar and most of our 2022 pay-per-view calendar shortly. Another area where we are growing and believe we will continue to grow as our sponsorship business, Stephanie and our global sales and sponsorship team have delivered over 20 new and existing sponsors so far in 2021 with many of them Blue Chip companies and executed on a number of innovative activations that really only can be done by WWE. We're bullish on this segment and we're confident brands looking for unique ways to reach consumers will see our record of success and seek us out. One thing to note, we announced our first ever ring announcer competition on TikTok, sponsored by Pure Life Water where anyone can submit how they would announce one of our Superstars on their ring walk. The winners will be the ring announcers for match at SummerSlam. So far, there have been over 9 million views of the TikTok announcement and thousands of submissions. Stephanie will have more on sponsorship and a few other items shortly. As we look ahead to SummerSlam, we're planning our second NFT drop leading into SummerSlam this time with John Cena. This follows our successful NFT launch with the Undertaker of WrestleMania. As you're all aware, NFTs trading cards, memorabilia, all incredibly popular right now. With our wholly owned intellectual property, we are uniquely positioned to capitalize on this growing business. Last, we announced this past Monday that we partner with Jason Blum in Blumhouse on our first scripted dramatic mini series. The United States of America versus Vince McMahon, which will tell the story of the federal indictment of our Founder and CEO by the United States Attorney's Office in the Eastern District of New York. The 30th anniversary of that not-guilty verdict and acquittal was just last week. We're excited for this story to be told. This is an exciting time for our business. Although we don't know precisely what the future holds, the return to our live event touring positions us at an inflection point in terms of our potential fan engagement and financial performance. As Nick mentioned, we return to live event touring with fans in attendance on July 16 for the first time in well over a year. As a smaller side, Triple H and I went outside to greet our fans in person before doors opened at the Toyota Center in Houston and the feeling was overwhelming. And the energy and excitement has only picked up, especially with the return of one of our biggest superstars, John Cena, kicking off what we have branded the Summer of Cena, taking us into SummerSlam. Our partners NBCU and Fox supported our return with different campaigns airing across their respective platforms and programing. From a production standpoint, WWE applied key learnings and techniques from producing virtual and physical television to upgrade our audio and visual experience, including the use of a 40-foot-tall by 80 foot wide state of the art curved LCD display for superstar entrances. In addition, we are utilizing Epic's Unreal Engine 3D creation tool to generate a wide variety of augmented reality elements and surroundings, bringing our superstars to life in ways we have never done before. Costs associated are on par with 2019 per episode costs on average and we have seen the results translate into linear viewership. As Vince was mentioning earlier, the July 16 episode of SmackDown generated a 21% year-over-year increase in total viewers and a 42% increase in the coveted 18 to 49 demo. Similarly, the July 19 episode of Raw generated an 8% year-over-year increase in total viewers and a 15% increase in the 18 to 49 demo. Strong demand for live event tickets and the increase in television ratings builds upon favorable trends in key operating metrics evident in the second quarter. TV viewership continued to remain stable, maintaining a trend that began when we transitioned out of the performance center and invested in WWE ThunderDome at the end of August. From that time to the end of the second quarter, Raw ratings have increased modestly and SmackDown ratings have increased 7%. Since the return of our live audience, however, Raw ratings are up 22% in the 18 to 49 demo and SmackDown ratings are up 20%. In the quarter, digital consumption increased 5% to a quarterly record of 394 million hours and video views increased 13% to 11.2 billion as compared to a prior-year period that benefited from COVID-19 related viewing trends. The growth included a three-time increase in Facebook hours and a two-time increase in views as viewers demonstrated interest in current and past events. WWE is also driving value outside of our in-ring programing. We saw solid performance for A&E's WWE biographies and Most Wanted Treasures series increasing A&E's Sunday night performance by 90% in the 18 to 49 demo and increasing total viewership by 21%. Whether it is with Hearst Communications via A&E, Fox, Comcast, Netflix or Facebook, WWE continues to make a positive impact for our partners. Additionally, WWE sales and sponsorship revenue increased 43% year-over-year. As I mentioned during our last call, brands are looking for unique ways to engage with their consumers that goes well beyond generating impressions. WWE is perfectly positioned to do just that with an ability to create customized content experiences across multiple lines of business and utilize WWE superstars that resonate with target audiences. A recent example includes a full on zombie invasion to promote Netflix's original production's Army of the Dead as the presenting partner of WrestleMania Backlash. The show opened with a cool video mashup of Army of the Dead and WWE storylines, narrated by WWE legend Dave Bautista who is also the star of the film, setting the tone for the night. Zombies randomly appeared in backstage scenes and popped up as a part of the virtual audience, only to then have zombies actually surround the ring and be a part of the action when Miz faced Damian priest. The results speak for themselves. In addition to generating over 0.5 billion growth impressions, we saw 25 million content views across digital and social and three of the 14 trending topics from that night were directly tied to the integration. The cultural impact and disruption during and after WrestleMania Backlash played a significant role in the film's quicker sent to becoming one of the top 10 most-watched movies in Netflix history. Coming off the heels of our fall 2020 partnership announcement with Credit One Bank, we officially launched the WWE Championship Credit Card this past June, giving card members the opportunity to show their affinity for WWE while earning cash back rewards on everyday purchases. Recognizing our ability to reach consumers, we recently completed a deal with Blue Triton brands, the corporate parent of Pure Life water, the official water of SummerSlam. Pure Life is activating in multiple ways across WWE's portfolio tied to SummerSlam including sponsoring the aforementioned SummerSlam ring announcer TikTok challenge, providing product to WWE community partner events and sponsoring our summer slam after party, which we announced yesterday, will be hosted by celebrity and comedian, Tiffany Haddish in support of her foundation, the She Ready Foundation. In the quarter, we also released our 2020 community impact report to nearly 5,000 global partners. The report highlighted our various initiatives through the pandemic including generating 12.5 million in kind media value and over 650 million impressions for our community partners as WWE continues to deliver on our mission of putting smiles on people's faces. In our view, WWE is well positioned to continue to elevate our brand, grow our business and engage new and existing consumers across media platforms. Today, I'll discuss WWE's financial performance. As a reminder, all comparisons are versus the year ago quarter unless I say otherwise. In the second quarter, WWE generated solid financial results as we focused on driving fan engagement, strengthening our organization and increasing efficiency in our content production. Total WWE revenue was $265.6 million, an increase of 19% reflecting the increased monetization of content across platforms, including growth from the staging of WrestleMania with ticketed fans in attendance. Adjusted OIBDA declined 7% with $68.1 million, primarily due to higher television production expenses associated with the staging of WWE ThunderDome and to a lesser extent WrestleMania at Raymond James Stadium, both of which were produced in our performance center a year ago. In addition, adjusted OIBDA was impacted by increased personnel expenses as our employees fully returned from furlough by the end of 2020. Finally, during the quarter, we combine WWE's television, digital and studio teams into one organization for a more unified content strategy and more streamlined content production. The related severance expense of $8.1 million dollars has been excluded from adjusted OIBDA as a material non-recurring item. Looking at the WWE Media segment adjusted OIBDA was $86.2 million, a decline of 5% as increased revenue and profit from WWE's licensing agreement with Peacock and the escalation of core content rights fees were more than offset by increased production expenses. Despite what continue to be a challenging environment, WWE produced a significant amount of content, more than 680 hours in the quarter across television, streaming and social platforms. At the start of the quarter, we transitioned WWE's ThunderDome from Tropicana Field in St. Petersburg, Florida, Florida to the Yuengling Center in Tampa Bay. Recall that in the second quarter of 2020, we were producing a BareBones Production out of our performance center in Orlando. While our operating results continue to be impacted by the year-over-year increase in production expenses, associated with live streaming nearly 1,000 live virtual fans into our show, we also continue to achieve greater production efficiencies relative to our own expectations. With the return to touring in July, we expect that production expenses for Raw and SmackDown will continue to decline on a sequential quarter basis, approximating their average per episode costs in 2019. This is a tremendous feat from our television production team, which created the award winning ThunderDome environment using state-of-the-art technology, all while producing shows every single week throughout the pandemic with a constant eye on efficiency. Live events adjusted OIBDA was $1.1 million, increasing $5.3 million due to an 8 times increase in revenue with the staging of WrestleMania. This premiere event entertained ticketed fans and an audience of over 50,000. Recall that in the year ago quarter, we staged no live events with ticketed fans. As we have said, we are thrilled by the return of regular ticketed events. Currently, for our announced return schedule, we anticipate ticket demand and profit per event that is least on par with 2019. The improved performance reflects heightened consumer demand and a more analytics efficiency-oriented approach by our Live Events team in the scheduling, routing and staging of our events. The modest decline in sales on our e-commerce site, WWE Shop, reflected a tough comparison to strong COVID-related sales in the prior year quarter. As a reminder, in the second quarter last year and in each quarter through year-end 2020, growth in e-commerce revenue nearly offset the absence of venue merchandise revenue due to the cancellation of live events. In previous earning calls, we have discussed how the introduction of new products such as new toys, title belts and mobile games has generated growth in WWE's Consumer Products business. This quarter, I'd like to focus on how we're applying technology to enhance product sales. During the quarter, we introduced a new branded app at WrestleMania for pre-ordering merchandise. The app enables our fans to order merchandise before as well as during the event and to pick up merchandise at a specific location within the venue. This means that at key upcoming events such as SummerSlam, we can expand the sales window and increase sales volumes without significantly increasing the number of transaction sites. During the quarter WWE generated approximately $13 million in free cash flow, declining $54 million primarily due to the timing of collections associated with network revenue and to a lesser extent lower operating performance. During the second quarter, WWE returned approximately $28 million of capital to shareholders including $19 million in share repurchases and $9 million in dividends paid. To-date, more than $177 million of stock has been repurchased, representing approximately 35% of the authorization under our $500 million repurchase program. As of June 30, 2021, WWE held approximately $443 million in cash and short-term investments. Debt totaled $220 million including $198 million associated with WWE's convertible notes. The company has not drawn down on its revolving line of credit and estimates relative debt capacity of approximately $200 million. And finally, a word on WWE's business outlook. In January, WWE issued adjusted OIBDA guidance of $270 million to $305 million for the full year 2021. During the second quarter, key performance metrics demonstrated positive trends and we continue to realize better than expected television production efficiencies, stronger sponsorship sales and heightened demand for live events. However, we are not adjusting full year 2021 guidance at this time given ongoing caution regarding the potential impact of COVID-19 and its variance on WWE's operations. For the third quarter 2021, we estimate adjusted OIBDA will decline. Incremental profits from the return to live event touring and the growth of content rights fees will be more than offset by increased television production and other operating expenses. As a reminder, the majority of the third quarter of 2020, we remained in our performance center in Orlando, Florida, the site where we have the lowest production costs. We did not move into WWE's ThunderDome until the end of August 2020. So, beginning in the fourth quarter of 2021, we expect more favorable year-over-year comparisons of television production expenses, as well as sustained profit from our return to touring. However, given the ongoing uncertainty regarding the potential impact of COVID-19 and its variants, we are not receiving more specific quarterly guidance at this time. Finally, turning to WWE's capital expenditures. As mentioned last quarter, we anticipate spending on the Company's new headquarters as we restart this project in the second half of 2021. For 2021, we've estimated total capex of $85 million to $105 million to begin construction as well as to enhance WWE's production and technology infrastructure. The increase in capital expenditures for 2021 reflects the acceleration of certain construction spends, as the overall cost of construction has not materially increased. The total net cost of the Company's new headquarters through completion and net of tenant incentive tax credits and other capital offsets is estimated within a range of $160 million to $180 million. In the second quarter, WWE generated solid financial results as we prepared for WWE's return to live event touring. Positive trends in WWE's key performance metrics and expectations of sustained performance, reinforce our belief that continued innovation can enhance WWE fan engagement and drive the value of our content and products. Please open the line. ","compname reports q2 revenue of $265.6 mln. q2 revenue $265.6 million versus refinitiv ibes estimate of $254.4 million. " "On the call today are Blake Krueger, our Chairman and Chief Executive Officer; Brendan Hoffman, our President; and Mike Stornant, our Senior Vice President and Chief Financial Officer. References to underlying performance reflect the exclusion of the recently acquired Sweaty Betty brand. These disclosures were reconciled in attached tables within the body of the release. I hope everyone on the call is safe and well. Consumer demand for our market-leading brands and product offerings continues to surge and exceeded our expectations in Q3. Our strategic focus on a deeper connection with consumers, digital and DTC capabilities and product and design innovation is paying dividends. While the supply chain challenges that have been well documented across many industries has limited our ability to fully service this growing demand in the short-term, I have never been so enthusiastic about our future and our outlook for 2022. Earlier today, we reported over 29% revenue growth versus 2020 and 11% over 2019. Third quarter revenue was approximately $637 million. Earnings leverage driven by gross margin increases was very good. We estimate that factory closures and logistics delays impacted Q3 by at least $60 million. The Wolverine Michigan Group's revenue was up 13% year-over-year and the Wolverine Boston Group's revenue was up over 33%. Both groups delivered growth over 2019. Adjusted earnings per share for the company were $0.62 in line with our expectation despite the shortfall in revenue driven by macro supply chain issues. We believe the company is well positioned to deliver accelerated future growth with a number of fundamental elements supporting our enthusiasm. Our brand portfolio strategy and international distribution base continue to reduce risk and provide a meaningful strategic benefit in the current environment as the company is not dependent on any single product category, geographic region, consumer group or distribution channel. While consumer lifestyle choices have increased demand for performance product, the underlying trends in this category are long-term in nature and are expected to persist. Consumers are increasingly focused on health and wellness with running, hiking the outdoors and exercise in general, serving as the primary activation to this mindset. Participation in running in the U.S. has increased every year over the last five years. And a significant majority of new runners today they plan to continue running in the future. Participation in all outdoor activities, including hiking, walking and boating has also increased with over 20 million new hikers in the U.S. alone since 2015. This past spring and summer, National Park shattered attendance records and new boat purchases and water activities in general reached a 13-year high. Consumers' renewed affinity for the outdoors is expected to continue into the future, especially as consumers begin to travel again. The work category has also showed strong growth supported by healthy macro industry conditions and work wear fashion tailwinds. Warehousing jobs have more than doubled since 2005 and construction companies are expected to hire hundreds of thousands of additional workers over the coming months. Looking ahead, the passage of a major infrastructure plan in the U.S. will further boost momentum in this category. Across all brands and product categories, we have placed our consumers at the heart of our global strategy, and that has changed how we bring product to market and operate the business. This strategic focus led to our recent acquisition of Sweaty Betty, a trend right women's active wear brand that adds a very meaningful DTC business to our portfolio with over 80% of revenue generated through DTC channels. Including Sweaty Betty, DTC e-commerce revenue more than doubled in Q3 relative to 2019 and our DTC stores are up over 35% versus that year. Our owned online business and the online business of our wholesale customers now account for over 30% of global revenue. Together with the DTC businesses operated by our distributor partners around the world, nearly 40% of our global revenue and a larger percentage of our payers is now generated through consumer direct channel, enabling enhanced brand shopping experiences, a wealth of consumer insights and data and a more efficient business model. We continue to capitalize on the fundamental consumer trends that are playing out in the market. In addition to our strong DTC business, these trends are reflected by continued strength in retail sell-through and a historically high order backlog that now extends into Q3 of 2022. We remain bullish on our outlook in light of these trends and the composition of our brand portfolio, which over indexes in trending performance and lifestyle categories. We expect strong long-term consumer demand, especially for Saucony, Merrell, Sweaty Betty, our work brands and Sperry, which will launch a line of products in the active sport category next spring. For our call today, Brendan Hoffman will provide some additional insight on key brand performance during the quarter. Mike Stornant will review our Q3 financial performance and updated outlook in more detail. And I'll conclude with some final remarks. With this, I'll now hand it over to Brendan. In the third quarter, we acquired sweaty Betty, a powerhouse brand that operates in the global addressable active wear market of over $200 billion. The brand delivers on our key strategic priorities by delivering a powerful line of industry-leading products, expanding our direct-to-consumer presence and growing our business internationally. We plan to leverage these strengths by deploying Sweaty Betty's best practices and apparel expertise across our portfolio. The business grew over 50% in the third quarter, ahead of our expectations. Less than three months after welcoming Sweaty Betty to the Wolverine family, we are even more excited about the growth potential, product collaborations and operational synergies in front of us. Saucony delivered a very strong performance in Q3 with more than 40% growth over 2020 and 60% versus 2019 despite some supply chain challenges. saucony.com was up more than 50% and nearly tripled 2019. The brand has seen global success with all regions contributing significant growth. Outside of the U.S. market, technical running and lifestyle performance in Europe was especially strong, up 30% versus 2020. Our Saucony Originals lifestyle business continues to perform well, especially internationally. Our performance in Europe continues to accelerate, while the Asia Pacific region is a big opportunity for us moving forward with the brand delivering over 60% growth in Q3. Saucony stores and the online business are performing well in China as the brand's joint venture there continues to gain momentum. Saucony continues to deliver a consistent flow of powerhouse performance product and trend-right lifestyle product. This has translated to consistent robust growth for the brand over the last several quarters, and we expect this to continue into 2022. The road running category leads the way, including the recent launches of the new Ride 14, the brand's biggest franchise shoe and Triumph 19. Saucony's trail running business also grew by more than 40% in the quarter. Let me shift to Merrell. The brand continues to experience record demand and great momentum in all global channels. During Q3, Merrell was impacted by factory closures in Vietnam, which resulted in missed revenue opportunities of at least $25 million. Despite these challenges, Merrell still delivered mid-single-digit growth in the quarter versus 2020. Merrell's DTC business grew mid-single-digits in the quarter with merrell.com building on its nearly doubling of the business last year. Merrell stores also continued to outperform our expectations, a promising indicator of the strength of the brand and the consumers return to shopping in stores. Merrell holds the number one U.S. market share position in the hike category and is the category leader in many key markets across the globe. While Merrell continues to successfully optimize its well established and market-leading core product franchises, fresh innovative product offerings are driving brand's heat and new consumer interest. The Moab Speed and Moab Flight collections are energizing the performance category. These styles represent the brand vision for fast, lightweight footwear for the trail and light hiking and also build on the heritage and success of the world's number one hiker, The Moab. This momentum is further fueled by the uptick in organic media placements that bridge both performance and lifestyle. For example, Annie Leibovitz used the Moab Speed in the September issue of Vogue for a major photo shoot and style with the Louis Vuitton jacket and skirt. Additionally, Merrell was featured on The Today Show during Q3, showcasing the Moab Speed, which aligns well to the brand's Step Further campaign, encouraging increased commitment to the outdoors. Both collections have exceeded our expectations, and we are excited about the potential for new performance collections in 2022. Merrell's Lifestyle business performed better than the brand's overall growth in Q3. We are seeing positive results from our strategic focus on further elevating Merrell as a lifestyle brand. Recent brand health research indicates that consumers are incorporating Merrell into their own identity at an increasingly higher degree. These trends are manifesting in the strong performance we are seeing in lifestyle product, including the Hydro Moc and the newly launched Cloud all-day casual sneaker collection made with eco-friendly materials. As we mentioned on our Q2 call, Merrell introduced its 1TRL capsule collection on merrell.com, which focuses on younger, fashion-forward consumers demanding authentic outdoor influenced style. Looking ahead, Merrell possesses a substantial growth opportunity globally, particularly in EMEA, which has seen increasing momentum for several quarters, and in Asia Pacific where the China JV is just beginning to gain momentum. Outdoor and performance trends are strong around the world, and Merrell is capitalizing on its heritage and brand positioning. In Q3, our work business accounted for nearly 20% of total revenue and the category continued to deliver strong growth with Wolverine, the leader in the U.S. work boot category, up over 16%, Cat Footwear, up nearly 40% and with strong contributions from our smaller brands. As Blake indicated, we expect continued strong growth in the work category as we pivot toward 2022. Based on the performance of Merrell, Saucony, Sweaty Betty, Wolverine and our other work brands, our performance business developed growth of nearly 30% over 2019 during the third quarter. The Sperry brand continued its steady recovery in Q3 with over 40% growth. The brand's DTC business was up 25% driven by ongoing e-commerce growth and very good Sperry stores performance. All product categories delivered strong double-digit increases in the quarter. The overall boat market showed strong growth, particularly in men's, and Sperry gained significant market share growth in this key category. From a fashion standpoint, there are clear indications that we are at the forefront of a boat shoe trend with very encouraging demand from key retailers for the first half of 2022. I hope you all saw 007 James Bond wearing a pair of our iconic boat shoes in No Time To Die. In the coming months, Sperry plans to build on the energy created by recent collaborations with Rowing Blazers and Netflix Outer Banks and product capsules with John Legend and Rebecca Minkoff. The brand is also well positioned for the current seasonal women's boot business with strong demand and healthy inventory levels. Sperry will also leverage the easy on-off trend during Q4 with the new Moc Sider and the Cozy Float collections. In Spring '22, the brand will launch its new Sperry Sport collection through a path into macro consumer trends with more trend-right performance-based product for the water. Looking forward, our product lines are robust across the brand portfolio and order demand continues to strengthen. We have been flexible and responded quickly to navigate the ongoing macro supply chain challenges to service the increased demand we are seeing in nearly every brand. We believe strong product coupled with more precise merchandising and consumer focus as well as healthier inventory positions will drive growth over the next year. Our DTC channels remain a top priority and a source of opportunity for the business. We have pivoted to a more dynamic e-commerce operating model to enable faster implementation of technical enhancements and new commercial capabilities, which will also help us extend improved online functionality to our global online wholesale customers. In addition to our global DTC e-commerce business, we are seeing meaningful wholesale growth with our online retail customers. As global economies have reopened, we have seen consumers shift a portion of their spending back to brick and mortar stores. About 50% of our footwear is now sold online in the important U.S. market. This bodes well for the current brand operating model that we are executing, including a more continuous product flow and best-in-class digital marketing content to benefit all channels. We continue to look closely at our store fleet and suspect there may be favorable and profitable opportunities for us to explore as we expand our footprint in key markets starting in 2022. I'm now going to hand it off to Mike to review the third quarter financial results and our increased 2021 outlook in more detail. Let me start by reviewing the company's strong third quarter financial performance, and then I'll cover our revised outlook for 2021. Third quarter revenue of approximately $637 million represents growth of over 29% compared to the prior year and includes $39 million from the recently acquired Sweaty Betty business. On a pro forma basis, Sweaty Betty grew over 50% versus 2020. Based on increased consumer demand experienced across the portfolio during the quarter, the company was on track to deliver just under $700 million in third quarter revenue. But as Blake mentioned, the unprecedented factory closures and other well documented supply chain disruption impeded our ability to service this strong demand. Despite these headwinds, Saucony and Sperry each delivered over 40% growth. Merrell was impacted most heavily by the factory closures in Southern Vietnam, yet still delivered mid-single-digit growth. Our work business also continued to drive meaningful growth at over 20%. Adjusted gross margin improved 330 basis points versus the prior year to 44.6% due to the higher average selling prices, favorable product mix and the addition of Sweaty Betty for nearly two months of the quarter. Merrell, Saucony and Sperry all well exceeded gross margin expectations in the quarter, a testament to their strong position in the marketplace and robust pipeline of relevant trend-right product. Sweaty Betty's premium positioning, distinctive product offering and strong consumer trends are yielding robust gross margins which are accretive to our underlying business in Q3. Total air freight costs were approximately $10 million in the quarter, of which $7 million was excluded from our adjusted results. Including the full air freight impact, our adjusted gross margin would have been 43.5% still 220 basis points higher than last year. We continue to use air freight where appropriate to mitigate exceptional supply chain delays caused specifically by COVID. Adjusted selling, general and administrative expenses of approximately $208 million were $56 million more than last year, primarily due to increased revenue, the addition of Sweaty Betty and increased marketing investments. Adjusted operating margin was 12% for Q3, an improvement of 140 basis points over last year and ahead of our expectations. This very strong leverage on the company's revenue growth resulted from gross margin expansion and a balanced operating expense management. Adjusted diluted earnings per share were $0.62 compared to $0.35 in the prior year, growth of 77% or 3.5 times our revenue growth in the quarter. Reported diluted earnings per share were breakeven and include a number of non-recurring or exceptional items comprised of approximately $34 million of cost related to bond retirements executed in the quarter to significantly improve the company's capital structure and future liquidity, including future savings of nearly $10 million in annual interest expense. Approximately $10 million of cost directly related to the acquisition of Sweaty Betty. Approximately $17 million of costs related to our legacy environmental matters. Including ongoing defense costs and an estimate of potential future settlement costs for a portion of the outstanding litigation. And finally, approximately $7 million of air freight considered to be well above normalized levels based on historical experience. During the quarter, the company and 3M entered into a non-binding term sheet outlining proposed settlement terms on certain individual lawsuits filed against the company related to our legacy environmental issue. While the proposed settlement remains subject to finalizing terms and contingencies that allow any of the parties to opt out of the proposed settlement, we believe this is another important step toward potential resolution of these matters. Let me now shift to the balance sheet. Total inventory grew approximately 26% versus 2020, including 16 percentage points of growth from Sweaty Betty. Underlying inventory was up approximately 10% compared to last year and still down compared to 2019. Our inventory position has improved over the last two quarters, especially for Saucony, Sperry and our work brands, but is still not in line with the higher demand. Merrell continues to manage through the recovery from closed Vietnam factories which has put more pressure on inventory levels. Based on current visibility, inventory levels will continue to improve as we benefit from supply chain diversification, the addition of several new factories and incremental capacity for 2022, higher production orders placed in mid-2021 and other actions we have taken to counterbalance macro supply chain headwinds. Since August 1, we acquired Sweaty Betty for approximately $410 million. The purchase was financed through a combination of existing cash and borrowing under the company's revolver. We also executed some important refinancing activities to support future growth and optimize our capital structure, most notably, a bond refinancing and a new credit facility that gives us added liquidity and flexibility to invest in growth. As a result of these recent actions, we've added a powerhouse growth brand to the portfolio and our balance sheet remains extremely healthy with total liquidity of approximately $800 million. I will now provide an update on our outlook for the rest of 2021. First let me focus on the strength of demand signals across the portfolio that support a very optimistic outlook for growth over the next several quarters. Our order book remains at historically high levels and provides very clear demand visibility for our global wholesale and distributor businesses well into 2022. Retail sell through continues to be very strong. Despite shipment delays and supply chain disruption, our order cancellations have been limited as retailers remain committed to our industry-leading brands and product offerings. The positive momentum of our performance and work footwear brands continues, and now Sperry is beginning to show signs of a healthy recovery. Sweaty Betty is now the fourth largest brand in our portfolio and is driving outpaced growth. Trends in our DTC business remains strong with year-to-date underlying e-commerce revenue up nearly double 2019 and year-to-date underlying store revenue up mid-teens. Finally, demand in our APAC and Latin America regions is recovering nicely as we transition to spring 2022, and we see near-term strength across many international markets. All of these indicators give us great confidence for the future. The strength of new product offerings and improved go to market tactics across the portfolio will allow us to continue to fuel growth despite the macro supply chain headwinds that we believe will persist well into 2022. In the short-term, the impact of factory closures and a volatile logistics environment is having an unplanned negative impact on revenue for the last four months of 2021. As a result, we are adjusting our fiscal 2021 outlook. We now expect fiscal 2021 revenue of approximately $2.4 billion, growth of nearly 35% compared to the prior year and approximately 28% growth on an underlying basis. Despite the shorter term supply chain impact, we still expect to deliver up to 25% growth in the fourth quarter. There will be ongoing cost pressure related to higher freight and logistics costs throughout the fourth quarter, and we will continue to invest behind our future growth opportunities, including brand enhancing marketing and key talent. We now expect full year adjusted diluted earnings per share in the range of $2.05 to $2.10 and Q4 adjusted diluted earnings per share of $0.38 to $0.43, representing 100% growth over 2020 at the high end of that range. Full year reported diluted earnings per share are now expected in the range of $1.16 to $1.21. We have good line of sight to the start of 2022 and have great enthusiasm for continued brand momentum as we pivot into the New Year. While certain known supply chain headwinds will continue to be in play, we still expect to deliver mid-teens underlying growth and mid-20s overall growth in the first quarter of 2022. Our confidence in delivering double-digit underlying growth next year remains very high, and we believe Sweaty Betty adds significantly to the growth profile of the company. With that, I will hand it back over to Blake for some closing remarks. Our healthy growth and strong financial performance in Q3 are a testament to the company's strategic focus and accelerated brand investments. Over the last several years, we've consistently invested behind digital and DTC capabilities, technology, talent and the e-commerce as well as product innovation and design. In Q3, we made an important acquisition of Sweaty Betty, which will be an important catalyst for growth across our performance brands. Our product pipeline is robust, consumer demand is surging and brand heat and ongoing trends favor our brand. We are confident as we plan for double-digit growth in 2022. The advantageous position we find ourselves in today is a credit to our team's expertise and relentless work, especially over the last couple of years. Global marketplace continues to be dynamic and fast changing and our people and company are excelling in this environment. ","wolverine world wide sees fy21 adjusted earnings per share to be in range of $2.05 to $2.10. sees fy21 adjusted earnings per share to be in range of $2.05 to $2.10 . sees fy revenue up 35 percent. sees fy revenue about $2.4 billion. quarterly adjusted earnings per share $0.62. sees fy21 diluted earnings per share to be in range of $1.16 to $1.21. sees fy21 adjusted to be in range of $2.05 to $2.10. " "We will discuss non-GAAP financial measures, and a reconciliation of GAAP can be found in the earnings materials on our website. I'm extremely proud of our team's accomplishments in the second quarter. Their collective efforts delivered the company's strongest quarterly adjusted EBITDA on record at $1.6 billion, surpassing last quarter's record by 43%. Our year-to-date adjusted EBITDA is almost $2 billion higher than the first half of 2020. Wood Products delivered another record quarter at $1.4 billion of adjusted EBITDA, surpassing last quarter's record by 56%. Turning now to our second quarter business results. I'll begin the discussion with Timberlands on Pages five through eight of our earnings slides. Timberlands earnings and adjusted EBITDA improved by approximately 5% compared with the first quarter. In the West, adjusted EBITDA increased slightly in the second quarter. Western domestic markets remained favorable despite the decline in lumber prices late in the quarter and a healthy supply of logs to the market. Demand remains strong as mills took precautionary measures to bolster log inventories in response to an early fire season resulting from persistent dry conditions in a period of extremely high temperatures. This steady demand pull drove our sales volumes modestly higher during the second quarter. Salvage operations from last year's fires in Oregon are continuing to supply an abundance of smaller diameter logs to the market. Consequently, prices for smaller diameter logs in Oregon have experienced some downward pressure. As a result of this dynamic, our domestic sales realizations were slightly lower in the quarter. To date, we've harvested nearly 2/3 of our planned salvage volume in Oregon. Salvage productivity has slowed somewhat as warm summer weather arrived early and we began to transition salvage harvest operations into higher elevation tracks, which generally have lower productivity and higher operating costs. Forestry and road costs were seasonally higher during the quarter as we do a significant amount of this work during the warmer summer months. Turning to our export markets. In Japan and China, demand for our logs remained strong, and our sales realizations increased significantly. Global logistics constraints, particularly with respect to shipping container availability and strong North American lumber prices continued to impact the availability of imported lumber into Japan and China. This has resulted in strong demand for locally produced lumber and increased demand for imported logs. Additionally, a ban on Australian logs continues to reduce the supply of imported logs to China. Our China sales volumes increased in the quarter as we intentionally flexed volume from the domestic market to capitalize on strong demand signals and pricing from our Chinese customers. Moving to the South. Southern Timberlands' adjusted EBITDA increased by approximately 10% compared with the first quarter. Southern sawlog markets improved due to record lumber and panel pricing for most of the quarter and supply limitations resulting from persistent wet weather. Fiber markets also strengthened as mill inventories remain lean and wet conditions constrained supply. As a result, our sales realizations were slightly higher than the first quarter. Fee and sales volumes were significantly higher in the quarter despite impacts from multiple heavy rain events across the Gulf South. The wet weather in the quarter did, however, limit our ability to catch up on delayed harvest from the first quarter snow and ice events. Log and haul costs increased slightly, and forestry and road costs were seasonally higher. Although Southern export represents a small component of our operations, we continue to see strengthening demand signals from China and India, resulting in increases in both sales volumes and realizations in the second quarter. However, container availability and increased freight rates continue to be a notable headwind. In the North, adjusted EBITDA decreased slightly compared to the first quarter due to significantly lower sales volumes associated with seasonal spring breakup conditions, partially offset by significantly higher sales realizations. Turning to real estate, energy and natural resources on Pages nine and 10. Earnings and adjusted EBITDA decreased by approximately 5% compared with the first quarter due to timing of real estate sales and mix of properties sold, but were significantly higher than the year ago quarter. Earnings increased by more than 230% compared with the second quarter of 2020. Demand for HBU properties has been very strong year-to-date and average price per acre remains elevated compared to historical levels. We continue to capitalize on this market and have been increasing our prices in many regions. This is resulting in a steady stream of high-value transactions with significant premiums to timber. In Energy and Natural Resources, production of construction materials increased as demand remained strong during the quarter. Wood Products, Pages 11 through 13. Wood Products earnings and adjusted EBITDA improved by almost $0.5 billion compared with the prior quarter. Our lumber, OSB and distribution businesses all established new quarterly adjusted EBITDA records in the second quarter. These exceptional results were delivered, notwithstanding ongoing challenges with transportation and resin availability in the quarter. In the lumber market, average framing lumber composite pricing increased 29% compared with the first quarter. Lumber demand was strong during the first half of the quarter, but began to soften as do-it-yourself repair and remodel activity weakened toward the latter part of May. The drop-off in the do-it-yourself segment, largely a result of changing consumer spending habits coming out of COVID restrictions and to some extent, record high lumber prices resulted in lower sales activity and higher inventories at the home centers and treaters. As a result, lumber prices peaked in late May and retreated at a rapid pace for the remainder of the quarter. Although inventories at home centers and treaters increased, inventory levels at dealers and distributors serving the homebuilding and professional repair and remodel segments remained below normal at quarter end. Buyer positioning remains cautious with the reluctance to build meaningful inventory positions and a dynamic pricing environment. Adjusted EBITDA for lumber increased $291 million or 57% compared with the first quarter. Our sales realizations increased by 25% and sales volumes increased moderately. Log costs increased slightly in the second quarter, primarily for Canadian logs. OSB markets experienced historic strength in the second quarter as demand continued to outpace supply. Inventories remain lean throughout the channel and supply constraints persisted due to resin availability and transportation challenges. As a result, pricing continued to accelerate to record levels before peaking at the end of the quarter. Average OSB composite pricing increased 52% compared with the first quarter. OSB adjusted EBITDA increased by $172 million or 57% compared to the first quarter. Our sales realizations improved by 48%. Production and sales volumes decreased modestly and unit manufacturing costs increased, primarily due to a planned extended maintenance outage to complete a capital project at our Elk in OSB mill. Fiber costs were slightly higher in the quarter, primarily for Canadian logs. Engineered Wood Products adjusted EBITDA increased $11 million compared to the first quarter, a 26% improvement. Sales realizations improved across all products, and we continue to benefit from the price increases announced over the last year for solid section and I-joists products. This was partially offset by higher raw material costs for oriented strand board web stock, resin and veneer. Sales and production volumes increased for solid section and I-joists products. In Distribution, adjusted EBITDA increased $36 million compared to the first quarter, a 92% improvement as strong demand drove higher sales volumes for most products and the business captured improved margins. I'll begin with our key financial items, which are summarized on Page 15. We generated over $1.3 billion of cash from operations in the second quarter and over $2 billion year-to-date. These are our highest first half operating cash flows on record. Adjusted funds available for distribution or adjusted FAD for year-to-date second quarter 2021 totaled nearly $1.9 billion, with approximately $1.2 billion related to second quarter operations, as highlighted on Page 16. Year-to-date, we have returned $255 million to our shareholders through payment of our quarterly base dividend. As a reminder, we target a total return to shareholders of 75% to 80% of our annual adjusted FAD; in the case of 2021, the majority will be returned to the variable supplemental component of our new dividend framework. Turning to the balance sheet. We ended the quarter with approximately $1.8 billion of cash and just under $5.3 billion of debt. During the second quarter, we repaid our $225 million variable rate term loan due in 2026 and incurred no early extinguishment charges. We plan to repay our $150 million 9% note when it matures in the fourth quarter. Looking forward, key outlook items for the third quarter and full year 2021 are presented on Pages 17 and 18. In our Timberlands business, we expect third quarter earnings and adjusted EBITDA will be approximately $25 million lower than second quarter. Turning to our Western Timberland operations. Domestic mills ended the second quarter with ample inventory. We anticipate slightly lower domestic log sales realizations in the third quarter, absent significant fire-related disruption. This is primarily due to modestly lower pricing for smaller diameter sawlogs. We expect large log pricing will remain favorable due to limited supply and strong export demand. We anticipate seasonally higher forestry and road spending as those activities accelerate with favorable weather conditions. Typical of the drier, warmer summer months, harvest activity will focus on higher elevation tracks where operations are less productive, resulting in slightly lower fee harvest volumes and higher per unit log and haul costs. Moving to the export markets. In Japan, log demand remains strong. We expect our third quarter sales realizations and log sales volumes to be generally comparable to the second quarter. In China, we anticipate significantly higher sales volumes and slightly higher sales realization. Although Chinese log demand generally moderates during the summer rainy season, we expect demand for U.S. logs will remain strong as imports from other countries remain constrained. In the South, we anticipate significantly higher fee harvest volumes as well as higher per unit log and haul costs during the third quarter due to a seasonal increase in activity. Although our sawlog and fiber log pricing should be comparable to the second quarter, we expect average sales realizations will be slightly lower due to a higher percentage mix of fiber logs. We also expect seasonally higher forestry and road costs as most of this activity is completed during these dryer summer months. In the North, sales realizations are expected to be lower due to mix, while fee harvest volumes are expected to be significantly higher as we come out of the spring breakup season. I'll wrap up the Timberlands outlook with a comment on the sale of our North Cascades Timberland, which was completed on July 7. In the third quarter, we will record a cash inflow of $261 million and a gain of approximately $30 million related to this transaction. The gain will be reported as a special item within the Timberlands segment. Turning to our real estate, energy and natural resources segment. We expect third quarter adjusted EBITDA will be comparable to the third quarter 2020, but earnings will be approximately $20 million higher than one year ago due to a lower average land basis on the mix of properties sold. As Devin mentioned, we continue to capitalize on exceptionally strong demand and pricing for HBU properties. In addition, we've seen strong year-to-date production of construction materials. As a result, we are increasing our guidance for full year 2021 adjusted EBITDA to $290 million. We now expect land basis as a percentage of real estate sales to be approximately 30% to 35% for the year. For our Wood Products segment, third quarter benchmark pricing for lumber has significantly reduced from record levels and benchmark pricing for oriented strand board has also recently declined. As a result, we are expecting adjusted EBITDA will be significantly lower in the third quarter. For lumber, our quarter-to-date realizations are approximately $425 lower, and current realizations are approximately $535 lower than the second quarter average. For OSB, our current realizations are still significantly higher than the second quarter average due to the length of our order files. Our quarter-to-date OSB realizations are approximately $155 higher and current realizations are approximately $125 higher than the second quarter average. As a reminder, for lumber, every $10 change in realizations is approximately $11 million of EBITDA on a quarterly basis. And for OSB, every $10 change in realizations is approximately $8 million of EBITDA on a quarterly basis. For lumber, as prices have retreated, we expect higher sales volumes as inventories at home centers and treaters normalize and demand signals improve for do-it-yourself activity. We are also anticipating improved unit manufacturing costs during the quarter. We anticipate this will be partially offset by slightly higher costs for Canadian and Western logs. For oriented strand board, we expect demand will remain favorable due to continued strength in new residential construction activity. We expect improved operating rates following the second quarter outage to complete the capital project at our Elkin OSB mill previously mentioned. With increased operating rates, we anticipate higher third quarter sales volumes and improved manufacturing costs. These improvements are expected to be partially offset by higher fiber costs. For Engineered Wood Products, we expect higher sales realizations for our solid section and I-joists products as we continue to benefit from previously announced price increases. In May 2021, we announced another increase, which ranges from 15% to 25% and will be captured over the next several quarters. We anticipate significantly higher raw material costs, primarily for oriented strand board web stock, as the cost of web stock lags benchmark OSB pricing by approximately 1/4. For our Distribution business, we're expecting the recent declines in commodity pricing will result in reduced margins and significantly lower adjusted EBITDA. Business results are expected to remain strong compared to a historical perspective. I'll wrap up with a couple of additional comments on our total company financial items. Each year in the second quarter, we finalize prior year-end estimates for pension assets and liabilities. As a result, we recorded a $138 million improvement in our net funded status as well as a reduction in our noncash, nonoperating pension and post-employment expense. Slide 18 includes our current full year outlook for pension and post-employment items. It also shows the $40 million capital expenditure increase we announced back in June for some additional high-return projects across our businesses. We are now -- we now expect our effective tax rate to be between 20% to 24% based on the forecasted mix of earnings between our REIT and taxable REIT subsidiary. The $90 million tax refund associated with our 2018 pension contribution has now been approved, and we expect to receive the refund in the third quarter of 2021. U.S. housing activity continues at an impressive pace, with total housing starts in the second quarter averaging 1.6 million units on a seasonally adjusted basis and total permits averaging 1.7 million units. Single-family starts in June reached their highest monthly level since May of 2007. Notwithstanding a slight pullback in the second quarter as homebuilders navigated supply chain disruptions, year-to-date momentum is strong, and our customers continue to expect robust housing activity over the back half of the year. Our near-term and longer-term housing outlook remains very favorable and is bolstered by encouraging long-term housing demand fundamentals. Turning to repair and remodel. Although demand for small do-it-yourself projects has softened from the elevated levels established in the pandemic, demand for larger professional remodels remains healthy. Our long-term outlook for repair and remodel continues to be favorable, supported by an aging housing stock, rising home equity and low interest rates. In closing, we delivered our best financial performance on record in the second quarter, and we're well positioned to capitalize on favorable demand fundamentals for U.S. housing. Looking forward, we remain focused on industry-leading performance across our operations and are on track to deliver our 2021 OpEx target of $50 million to $75 million. Our balance sheet is extremely strong and with year-to-date adjusted FAD of nearly $1.9 billion, we expect to return significant amounts of cash to shareholders through the variable supplemental component of our new dividend framework. And finally, I'm pleased to announce that we will hold a virtual Investor Day on September 22. Nancy, Russell and I will give an update on our key longer-term strategic, capital allocation and sustainability initiatives. We're excited to share that update and we'll look forward to speaking with you all again in September. ","for real estate, energy & natural resources sector, company expects adjusted ebitda will be comparable to q3 2020 (adds segment). for timberlands, co expects q3 earnings and adjusted ebitda will be significantly lower than q2. weyerhaeuser-sees fy2021 adjusted ebitda for real estate, energy & natural resources about $290 million, an increase from $255 mlnpreviously expected. weyerhaeuser - sees q3 real estate,energy & natural resources significantly higher than q3 2020. weyerhaeuser - for wood products sees q3 earnings and adjusted ebitda will be significantly lower than the second quarter. " "They will provide their perspective on Xylem's second-quarter results and our outlook. I'll ask that you please keep to one question and a follow up and then return to the queue. A replay of today's call will be available until midnight, on August 31. Additionally, the call will be available for playback via the investors section of our website under the heading investor events. All references will be on an organic or adjusted basis unless otherwise indicated. These statements are subject to future risks and uncertainties such as those factors described in Xylem's most recent annual report on Form 10-K and in subsequent reports filed with the SEC including in our Form 10-Q to report results for the period ending June 30, 2020. We have provided you with a summary of our key performance metrics including both GAAP and non-GAAP metrics. Let me start by expressing my sincere hope that you and everyone close to you are keeping safe and well. In hindsight, April turned out to be the low point of the quarter. We hope we'll eventually look back and say it was a low point of the pandemic. After April, we saw modest improvement in both May and June as demand began to stabilize in our key markets. Because our business is global, we were exposed to the pandemic's effects early, and so we've also benefited from our presence in markets that have already begun to recover. Back in April, it's fair to say that uncertainty overshadowed both supply and demand outlooks as COVID spread from Asia to Europe and then North America. So we felt it responsible to set our second-quarter guidance range intentionally wide to bracket a broad set of scenarios for the macro environment. Today, we have far more insight and confidence on the supply side, that's because of one notably positive effect of feeling COVID's impact early. It catalyzed early action by our teams. Fortunately, we were working from solid financial foundations and a strong position. So we were able to focus on adapting to the uncertainty and managing the things under our control. In addition to addressing the immediate need, those actions have built a more robust foundation for both the medium and long term. I want to make a point of giving credit to my colleagues across Xylem and all of our external partners who made that happen. They've shown incredible resolve and resilience to a time that has put excessive demands on everyone. I want to credit everyone around the world who's kept the water flowing and kept essential services running despite everything being thrown at them. Throughout this period of incredible challenge, they've focused on keeping everyone safe and serving our communities. Within Xylem, I want to highlight the work of our supply chain, manufacturing and our distribution team. They've kept our customers supplied and serviced with very few interruptions. Today, we are up and running across our manufacturing network at greater than 90% availability. So while demand side uncertainties continue, our outlook now reflects greater clarity and confidence about supply, putting us in a much better position to guide for the third quarter. I also want to recognize the dedication of our commercial teams, despite the challenges of working remotely. They drove 10% backlog growth, despite COVID-related macro softness. You will have seen our announced wins in Telangana, India and with Anglian Water in the U.K. The Telangana irrigation project is our largest win in the country to date, and we do anticipate it will generate roughly $115 million in revenue over the next two to three years. which combines metrology, communications and digital offerings, is expected to deliver revenues of roughly $90 million over the course of the project. These wins are further evidence of the durability of our business, even in challenging times. Because of the differentiation of our portfolio and the resilience of our teams, we expect we will have more news to share about additional big wins when we deliver our third quarter results. Clearly, I'm very pleased that the team's hard work is evidenced both operationally and commercially. Having said that, the outlook for the second half is still not back normal. Therefore, we are not reinstating full-year guidance. Conditions are improving in a number of our key markets, but the shape of the COVID curve overall is still unpredictable. Now, I'd like to hand over to Mark to provide some detail in the second quarter, and then we'll come back to our outlook and the trends we see emerging through this period. Mark, over to you. Our revenue in the quarter declined 12% which was better than we anticipated coming out of the first quarter. As Patrick mentioned, our revenue and orders performance improved throughout the quarter with a very strong month in June. Geographically, U.S. revenues declined 15% as our businesses felt the impact of site shutdowns and project deployment delays. Emerging markets were down 15% driven largely by the lockdowns in the Middle East and India. Notably, China grew 6% in the quarter as the utility end market returned to nearly pre-pandemic levels, and industrial and commercial businesses began to modestly recover. Europe was also a relative bright spot for us as revenues declined a modest 3%. Western Europe which is the majority of our European revenue base was down mid-single digits. However, our business in Eastern Europe grew double digits. This has been a region we've been very focused on, and I want to highlight the tremendous work our team has done there. They have quietly but consistently delivered a revenue CAGR of mid-teens growth over the last five years. Orders declined 9% in the quarter, while total backlog grew 10% driven by the large Signature deals Patrick mentioned earlier. Backlog shippable in 2020 is down 1%. However, backlog shippable after 2020 is up 23% which gives us confidence that we'll be emerging from 2020 in a position of strength with a solid foundation for growth in 2021 and beyond. Operating margin was 9.3% in the quarter which I'll review in more detail by segment shortly. Based on our experience in China, we entered the second quarter cautious of COVID potential impacts on our supply chain. However, based on those learnings and the great work of our global supply chain teams, we successfully managed through the COVID challenges and turned those learnings into a competitive advantage. Our teams quickly adapted and began to work in new ways with our customers, our suppliers and internally, enabling us to deliver earnings per share of $0.40, an achievement punctuated by commercial savvy, operational excellence, cost discipline and a focus on what really matters. Water Infrastructure orders grew 7%, and total backlog grew 24% in the quarter. This performance was largely driven by the $115 million deal we won in India which is expected to deliver revenue beginning late this year and over the next three years. Shippable backlog for the remainder of 2020 is up 5%. Segment revenue declined 8% in the quarter and was significantly impacted by declines in the dewatering, industrial and construction rental business. As we noted last quarter, we expect utilities to continue to remain resilient as they focus on maintaining their critical infrastructure for wastewater collection and treatment. This was certainly true this past quarter as our wastewater transport business declined only 4%. To date, we've seen wastewater capital projects continue with minimal delays. This was an important driver of the strong quarter from our treatment business which grew 7%. While U.S. sales were impacted by double-digit declines in the dewatering business, Western Europe revenues were flat in the quarter, showing resilience and some early signs of recovery, especially with our utility customers. As we continue to feel the near-term impacts from COVID-19 across the emerging markets, we remain confident in the long-term growth prospects for the water sector. The Chinese and Indian governments, for example, have expressed their ongoing commitment to continued investments in infrastructure for clean drinking water, wastewater treatment and environmental protection. Operating margin in the quarter was 16.2%, contracting on lower volumes and unfavorable mix impacts from dewatering partially offset by productivity, cost savings and price. The applied water segment's orders declined 17% in the quarter, while revenue declined 13% as site restrictions continue to impact customers across industrial, commercial and residential end markets. As regions begin to reopen, we're seeing modest recovery in our book and ship business in both commercial and industrial markets. We also had a strong quarter in the North American ag business driven by dry weather conditions. Total segment backlog grew 1% in the quarter. Geographically, both the United States and emerging markets revenue declined 14%. However, we saw demand in China begin to recover, growing 2% in the quarter. Industrial and Commercial end markets in China have been slower to recover than utilities, and our customers are indicating that it may take several months to fully recover in those end markets. Operating margin in the segment was 13.4%. Margins contracted primarily due to volume declines and inflation partially offset by 570 basis points of productivity and cost savings as well as 100 basis points of price. Measurement and control solutions orders declined 24% in the quarter, and revenue declined 17% as the metrology business slowed due to utility workforce availability and physical distancing requirements including restrictions on approaching or entering residents' homes. This is delaying both project deployments and installations of replacement meters. We expect order and revenue trends to normalize over the coming months as utility workers are able to safely return to meter replacement and installation. Importantly, our bidding pipeline remains strong, and there have been no project cancellations. Despite the near-term challenges, we're very encouraged by the large win we announced with Anglian Water in the U.K. The $90 million contract demonstrates the competitiveness of our AMI and digital solutions to drive key international wins. This win, and a robust pipeline of AMI opportunities highlight the continued commercial momentum and the differentiated value our offerings bring through our combined digital platform, networking, data analytics and metrology capabilities. Total segment backlog grew 3% year over year with backlog shippable in 2021 and beyond up 12%. The segment margin performance was primarily driven by the impacts from volume declines on meter replacement activity and project deployment delays stemming from COVID-19, while we continue critical investments to support growth. Looking forward, we expect meaningful leverage on the upside as revenue growth drives increased incremental margins from recent large contract wins. With continued commercial momentum and growing project backlogs, our MCS segment will be a significant source of revenue growth and margin expansion for the company in 2021 and beyond. We ended the quarter with approximately $1.6 billion in cash and total liquidity of roughly $2.4 billion driven by the $1 billion green bond offering we issued in June as well as strong cash flow performance in the quarter. The green bond offering was opportunistic enabling us to lock in longer maturities at historically low rates while effectively prefunding $600 million of maturities due in October 2021 at an after-tax cost of less than 1%. This offering was also the latest example of the importance of linking our financing strategy to our sustainability goals. Given the strength of our financial position and liquidity, I'll take a moment to note that our capital allocation strategy remains unchanged. Alongside funding organic investments in key strategic areas, M&A remains a top priority. And we maintain a healthy pipeline of opportunities which we closely monitor. Now turning to cash flow. Our performance in the quarter was very strong. Operating cash flow improved roughly 50% year over year in our free cash flow of $137 million, more than doubled from the prior year. This was driven by the continued focus and discipline around working capital, the timing of payment on taxes and the prioritization of our capital spend which was $44 million in the quarter, down almost 30% from the prior year. Working capital as a percentage of sales improved 110 basis points year over year as our teams continue to drive hard on collections and payment terms while managing inventories in a very challenging demand environment. I'm pleased with our overall cash performance through the first half of the year, and we now expect free cash flow conversion for this year will be at least 100%. And with that, I'll hand it back to Patrick. The end market dynamics we anticipate going into the third quarter are consistent with what we saw in Q2. Utilities have remained relatively resilient as expected. However, there is significant divergence between wastewater and clean water. As Mark mentioned, our wastewater business was down only modestly. We're seeing continued opex spending to service mission-critical needs and continued execution of capital projects with approved funding. On the clean water side, the short-term declines were steeper. They were in the mid-teens. We are seeing some project delays, but not cancellations, and we do expect execution to pick back up when physical distancing requirements ease. And we've had some very impressive wins, reflective of healthier long-term trends. There is considerable discussion about the U.S. utilities capex budgets going into 2021. We do expect modest capex softening in the U.S. utilities, but as a leading indicator, we are not seeing a slowdown in our bidding pipeline for capital projects. It is worth noting for a broader context that only 8% of our overall revenue is tied to U.S. utilities capex. By contrast, opex represents 70% of our overall U.S. utilities revenue, and it remains resilient. In addition, we see healthy multiyear trends in both opex and capex in emerging markets, Europe and the rest of the world. Turning now to industrial and commercial end markets. Industrial didn't slow as much in the second quarter as originally feared, but it will remain soft while facilities continue to deal with restricted access. Commercial has lagged industrial, and the book and ship business will remain vulnerable in COVID-19 hotspots. Our backlog remains robust. Those distributors who destock in the face of uncertainty are beginning to rebuild their inventory. We see these end market trends fairly consistent across emerging and developing markets, but it's clear that China and Europe are showing more resilience in the U.S. as they emerge sooner from the pandemic. China's recovery which was up 6% in the second quarter is a strong indicator. is still grappling with the pandemic's impact, we remain appropriately cautious. Now please turn ahead to Slide 12. It's worth noting a few trends that we're seeing more broadly across the sector. First, there are some fundamentals that COVID-19 has not changed. The most important is the role that water plays in society. There is perhaps no service more essential than drinking water and wastewater. As a result, our strategy is as relevant as ever. The global challenges of water scarcity, affordability and the resilience of our water systems remains front and center. Innovation of all kind is essential, now more than ever, to addressing those challenges. While the fundamentals are unchanged, other dynamics are accelerating. Interest in digital adoption has clearly gained pace as operators seek a step change in their operational and financial resilience. In a constrained budget environment, they are rethinking how they spend their money. It's become an operational and economic imperative to consider the benefits of remote monitoring, automated operations and their decision support systems. It is absolutely front of mind for every utility executive I speak with, and we're seeing their interest reflected in accelerated quote activity. We're also seeing a shift in the way that we work with customers every day. The trends are away from face-to-face interaction and more toward virtual customer engagement across sales, commissioning and servicing. Because of that, we're making changes to reinforce our competitive strength. First, as you know, we took a number of structural cost actions across Xylem during the quarter. Second, we've reprioritized our investments. We're focusing further on the projects that deepen the differentiation and the market leadership of our portfolio, things such as increasing connectivity and interoperability across our solutions, and we continue to invest in our highest growth geographies. Lastly, we are reorienting the way that we work within Xylem. We've accelerated the deployment of the IT platforms that make remote engagement, distant selling and virtual servicing easier for both our customers and our colleagues. And we are of course assessing the permanent changes that we make to travel, facilities and distance working, changes that no doubt will have a positive impact on cost and productivity and also on employee engagement and morale. We are focused through the pandemic on managing the things that we can control. And we're taking the actions now that will make us even a stronger competitor in both the near and longer term. Given the uncertainties related to the reemergence of COVID-19 across parts of the U.S. and other geographies and its potential ramifications for the back half of the year, we're not reinstating full-year guidance. However, we do have reasonable visibility through the third quarter which I'll briefly highlight. We expect revenue declines of 8% to 12% and operating margins in the range of 11% to 11.5%. This reflects approximately 200 basis points of sequential margin improvement and year over year decrementals of approximately 45%. The decremental margins are impacted by continued softness in our high-margin dewatering and North American Sensus water businesses, along with a tough prior year compared to last year's third quarter, where we had 90% incremental margins on revenue growth. While we've seen some positive trends in the second quarter, the global economic landscape remains uncertain, and we are by no means out of the woods. While Europe is showing positive trends toward recovery, we're closely monitoring the trajectory in the United States. The pandemic's impact varies widely across emerging markets, from a return to normalcy in China to ongoing shutdowns in India and parts of Latin America. Lastly, I want to provide a little more clarity on the structural cost actions we announced in early June. In that announcement, we detailed our plans for permanent actions to simplify our operations and increase our ability to act as one company. These actions help us better serve our customers and afford us long-term financial resilience. This year, we expect to incur $80 million to $100 million in restructuring and realignment charges. This predominantly reflects the actions that we announced in early June, but also some carryover related to prior programs. We have also provided a summary table on this slide which details the total savings we expect to realize in 2020 and 2021 from our announced structural cost programs. As a reminder, that includes savings from restructuring and realignment actions we initiated before this year as well as savings from actions we announced in June of this year. In total, we expect to realize approximately $70 million in savings this year and an additional savings of approximately $80 million in 2021. So before we go to Q&A, there are a few other milestones that deserve a mention. The first to touch on sustainability. We released our most recent sustainability report in June, and I'm very proud of the work by the team, and it reflects the impact our colleagues have delivered across the company. It shows how we delivered on our 2019 goals, and establishes comprehensive 2025 targets. It also reinforces the relevance and the value of a strong sustainability approach even in these difficult times. We follow that up with the launch of our green financing framework which underpinned our recent $1 billion green bond offering. In addition to showing up our financial strength and liquidity, it extended our commitment that sustainability is at the heart of our business strategy, something we've been doing and we'll continue to do. We recently announced that Mark will be retiring at the end of the year. I feel confident in saying he will take with him the gratitude of all Xylem's stakeholders, but most of all mine. This impact has been undisputable. And his commitment to both our principles and to delivering value has been constant and unwavering. We have appointed an outstanding CFO to succeed Mark. Sandy Rowland has been CFO of HARMAN International, both while they were publicly traded and since becoming part of Samsung. And that experience has put her right at the intersection of innovation, technology and disruption. In her board role at Oshkosh makes her no stranger to capital goods, manufacturing and muni markets. We look forward to introducing her after she joins us on October 1. Mark is going to be with us through the end of the year which will ensure an orderly and a smooth transition. And lastly, we also announced today that we've appointed two new members to our board of directors as part of our normal board succession process. The board has appointed Lila Tretikov, who is the corporate vice president at Microsoft and a globally renowned technologist. And we look forward to her bringing that perspective to the digital transformation of our sector. Our second new board member is Uday Yadav, who is president and COO of Eaton's electrical sector, and he brings a disciplined global operating perspective to our growth. These appointments further deepen our board's diversity, our technology depth and our global orientation. I'm very pleased that Xylem continues to attract this quality of talent to our purpose and to our mission as a company. With that, let's open up to questions. And operator, please lead us into Q&A. ","xylem q2 adjusted earnings per share $0.40. q2 adjusted earnings per share $0.40. appoints two new board members. not reinstating full-year guidance. providing a framework for q3. sees q3 organic revenue will be down in range of 8 to 12 percent - down 10 to 14 percent on a reported basis. sees q3 adjusted operating margin will be in range of 11.0 percent to 11.5 percent. lila tretikov and uday yadav have been elected to company's board. " "I hope you are all well and safe. Joining me virtually today are Bryan Hanson, our President and CEO; and CFO, Suky Upadhyay. We're obviously very pleased to see that so many people now have access, full access to the COVID-19 vaccinations, and that adoption has been pretty strong so far. Now of course, we'd like to see this even more broadly on a worldwide basis, but it certainly feels like we're making really important progress toward moving forward -- and ultimately, as a result of that moving, hopefully, on from the pandemic. Now it's not over. I think all of us realize that. But I, for one, feel more optimistic than ever that we're coming out, I think, on the other side of COVID-19 and with that, much better days ahead and I guess with that, probably it's a good lead into our Q1 call. Q1 was a stronger quarter than we initially expected and I'm pretty excited to discuss it with you. Whenever you have a good quarter, obviously, earnings calls are a lot more fun. So clearly, we're excited about this one and I'm going to try to keep my remarks relatively brief this way. I know you're kind of laughing at that because it's not always easy for me to do that. I'm going to try to keep it brief. So I'm just going to stick to really three topics, as a result. Number one, I want to talk about the COVID recovery just briefly and our execution inside of that recovery and then ZB's ongoing transformation and our progress against that. That will be the second topic and the third topic would just be around our long-term growth strategy, just reiterating our position there and how we believe that's going to drive value for our shareholders and stakeholders overall. So let's start with navigating COVID and how we're executing inside of it. COVID clearly is not over, just as I stated a minute ago and I'm very confident we're going to continue to have surprises ahead and disruptions ahead, but based on what we saw at the end of Q1 and what we're seeing in the beginning of Q2 and coupling that with just the pace of vaccine rollouts right now, we're clearly moving in the right direction. I don't think anybody can argue against that and is that shift toward what I would define as more stability, and I know that's on a relative basis, kind of talk about stability here. But that shift toward more stability, it really enabled us to give you the full year 2021 financial guidance. Now inside of that guidance, there's going to be some important assumptions about trends and recovery timing that underpin our outlook, and Suky's going to get into more of that in just a few minutes. But overall, it feels good, feels good to have better insight into the broader market and greater confidence in what the rest of 2021 should look like for our business. Now as we start to return to a more normal environment, I'm going to put normal environment in air quotes given the situation right now. But when that happens, we expect that part of what we'll see is a pretty significant tailwind from the backlog of patients that has built up over the last year or more. Now how fast that happens, how fast we work through that backlog, especially across certain regions is something we're going to have to pay attention to. You're going to have to watch and track. But we absolutely believe that the vast majority of those patients who put off in elective procedure will come back into the funnel and that's going to provide a significant tailwind well into 2022 and I, for one, cannot wait for that tailwind and I can tell you that ZB is ready for them. They're ready for those patients, and we're ready to be able to help our customers, care for those patients. Speaking of being ready. As I've said to you before, the things that ZB was able to directly control over the past year, I truly think the team has executed against. I'm very proud of the ZB team for how they stood up and delivered against a backdrop of a whole lot of things that were absolutely out of their control and I know I talk a lot about the importance of our talent, our mission, our culture here at ZB and I can tell that each were absolutely critical for us in 2020 and continue to be in 2021 and well beyond and with that in mind, we've made some additional changes to our leadership team here very recently. We've added a Chief Transformation Officer, again, to help us with all the transformation that we're going to continue to have as an organization. We've appointed a new Chief Human Resource Officer to help us move our talent agenda forward. One of the key areas of focus for me as we move forward as an organization, and promoting Sang Yi to group President of Asia Pacific. He's now going to have some responsibilities of certain projects, OUS. He brings a real disciplined execution mindset, and he can absolutely help us outside of Asia Pacific and then expanding Ivan Tornos' role as a Chief Operating Officer with the added leadership now of EMEA, which is a region that he has had deep responsibility for in the past and knows very, very well, and I know it can bring us value in that region. So I can tell you is continued focus on talent and development is not just contained to the executive ranks. Our entire ZB organization is hyper-focused on our people. I'm really getting the right team members in the right roles and giving them the tools and support and really the opportunities to drive their performance, to develop and excel, and it's working. I can tell you, this focus on talent is working and I believe it is going to continue to set us apart from the competition and in addition to the foundation built by our team members, our mission, our culture, our core business momentum is stronger than ever. The team's execution continues to be on point. Our market momentum is building. Our commercial confidence is higher than ever and I can say right now, we are very excited about the R&D innovation pipeline that we still have coming. That's an important part of our revenue growth. Throughout Q1 and even in recent weeks, we hit key milestones with our ZB products and our innovation. The application for Partial Knee now is available for ROSA. I was just approved by the FDA. We've actually already had our first procedure using that application last week with very good results and this is just the latest addition to our ROSA robotics program, our platform here and it's also another launch inside of our ZB edge suite of integrated digital and robotic technologies. Again, something we truly do believe will set us apart from the competition. So if I just look at ROSA overall in the quarter, we continue to see strong market demand traction with our ROSA platform. For Persona Revision, another strong performance. This continues to move forward in an amazing way. Q1 was ahead of our expectations and it is another example of a tip of the spear product that we have that as we make the conversion of provision, we also have the opportunity then to go after the standard knee business as well. So again, still exciting opportunities there for revision and then our Signature ONE Planner for shoulder procedures, again, demonstrated a very strong sequential growth from Q4. We're actually up 65% over Q4 when we look at registrations. Again, that's a pretty significant move. And again, this provides that stickiness with our customers in that procedure, but it also provides a mix benefit wherever that presurgical planning is used. And as we come into Q2 and the rest of 2021, ZB has additional innovation that's coming. And it's pretty exciting innovation with our anticipated launch of Persona iQ and also ROSA Hip later in the year. And I can tell you, for Persona iQ, the initial feedback from evaluating surgeons has been very positive. And I can tell you that they're interested in being able to capture data from inside the body. I mean this is unique. They've not been able to do this before. And then ultimately, remotely monitoring those data the hope would be that using that information to change the way that we care for patients. So the excitement around this is very strong from our surgeons. And we can tell that the momentum is going to be strong when we do get regulatory approval. So all I have to say, the momentum on the innovation front is real here at ZB. This will allow us multiple shots on goal across a number of innovations. Again, with multiple robotics launches, continuing success with Persona Revision, Persona iQ, new iterations of mymobility and just really the broader ZB edge ecosystem to drive mix benefit, for sure, but also competitive conversions. And ultimately, we really believe, change the way that we care for patients, change the treatment paradigm for patients. That's really what it's about. It's about driving the mission of this organization. Truthfully to remove pain from patients around the world and improving the quality of their life. And we truly do believe ZB edge can help us do that. Now you've heard me talk about the three phases of transformation. The first was winning the hearts and the minds of the organization of the team members and really dealing with the execution challenges that we had that we spent a lot of time on in the first year. And then second was moving to that longer-term firm strategy for the organization that would drive innovation and really building the structure around that strategy and the operating mechanisms to ensure that we move it forward. And then third, where we are now is the portfolio transformation. And truly, that is where we sit that is squarely where we are positioned today in Phase III, these three phases. And we have the ZB portfolio management strategy and process in place. And we have definitely built out our capabilities to move forward in this phase. We're focused on what we're going to define as mission-centric M&A that is WAMGR accretive that would absolutely increase our weighted average market growth and does not disrupt our best-in-class margin profile and as you've seen, we've moved this forward already with selective tuck-in acquisitions that we did last year and that really does illustrate the strategy of work. Now those deals were smaller. No question, they're smaller, and they're relatively immaterial when it comes to the initial revenue that we acquired, but they're absolutely designed to fill portfolio gaps and better position us in high-growth markets. Those high-priority markets and submarkets where ZB has a path to leadership, and we believe are right to win in markets like sports medicine, ASC and in the external closure market for us and each of these deals gives us a gap filling and, we believe, differentiated product portfolio to drive growth, and that's important to growth, but also drive additional confidence in our ASC business category and of course, inside of this active portfolio management phase, there's the planned spin-off transaction of our spine and dental business that we discussed back in Q4. That process of creating two independent even stronger companies is on track. It's early days, obviously, but it is on track and as you saw from our Q1 results, we do not believe it's causing distraction or disruption in our business. In fact, it's more the opposite. We've seen significant energy in the business, kind of a gelling in the business as the NewCo team starts to come together under CEO Vafa Jamali, and they begin to build out their own strategy and their focus. So again, it's early days, but we're very happy with the progress so far of this spin. We've said before, we'll say it again that the spin-off of NewCo actually serves to de-risk and potentially accelerate our path to mid-single-digit growth and a best-in-class 30% operating margin profile by the end of 2023 and we're confident that throughout this process and as we achieve this growth in margin profile, we're also going to have the flexibility to reinvest for growth and that is a key thing for us. We've got to continue to be disciplined, but ultimately invest for growth in this business. And that's what we will continue to do. Now to get these growth levels and to achieve our top quartile performance in TSR, which, I think, you probably remember, is one of our strategic pillars, and we're going to continue to execute in our priority growth areas. And just as a reminder, that means that we expect to drive above-market growth sustainably in knees. We plan to grow hips consistently at market, but then later this year, above-market rates when we launched the ROSA Hip application and we expect to stabilize, first and foremost, but also drive focus. And then ultimately, through that focus, drive our set business at the higher end of market rates there. We're also very focused on driving change for ZB, a real evolution of the company from a metal and plastic provider of implants to a leading med tech innovator. Think of us as a high-tech company that happens to be in med tech. That's the ZB brand that we're looking for, that brand evolution of this company and I can tell you that already, more than 70% of our product development dollars are being spent in this area, being spent on ZB edge, that ecosystem of connected technologies. Now we're always going to be an implant company and that's the center of the universe for this company. But the ZB edge ecosystem around it is the way that we can differentiate ourselves versus the competition and we're already -- we have exclusive relationships to help us here. We have relationships already with Apple and several other tech companies that we truly do believe will drive future innovation that will delight our customers and ultimately benefit patients and I believe, fundamentally, that this shift is coming, not only for us -- this technology shift, not only for us, but for the entire market that we play in them and I truly do believe that the technology advancements potentially can reshape the growth curve of these markets. I'll say that again, I think the technology advancements that we're seeing and the value they bring can reshape the growth curve of the markets that we play in. And I think very importantly, also change the care paradigm for our customers and their patients. Let me close by saying that I continue to be highly confident in the ZB team and in our business momentum and I truly believe that we are well positioned for success, and our strategy is working. Our transformation is well under way, and I'm excited about the value that we can drive for our shareholders on a go-forward basis. Your vigilance and dedication to our safety protocols over the past year or so has been absolutely critical. And you're focused on our mission, our strategy and really just how you show up and execute every day, it's unmatched in my view, it truly is unmatched. You are what makes us ZB, I truly believe that. And what makes me confident really is you, that we can absolutely continue to deliver on all fronts. He's going to give you more financial details on the quarter, and obviously, most importantly, our expectations looking forward. As Bryan mentioned, our underlying fundamentals remain strong as does our confidence in our outlook. And third, how ZB is positioned for long-term growth in 2022 and beyond. Net sales in the first quarter were $1.847 billion, a reported increase of 3.6% and a constant currency increase of 80 basis points versus the same period in 2020. It's important to note that we had one fewer selling day, resulting in approximately 150 basis point headwind to consolidated revenue growth. Overall, consolidated and regional results were better than our initial expectations, as vaccine adoption continued to ramp up and pandemic pressure eased across most markets in March versus January and February. First, the Americas increased 1%. We continue to see variability by country, and while the region was in decline for most of the quarter, a sharp increase in U.S. procedures in March drove regional growth. As expected, the EMEA region was hardest hit by COVID-19, decreasing 10.3% with all submarkets in decline. While we did see some recovery or decrease in COVID pressure as we move through the quarter, some markets continue to operate under recently enacted restrictions and actions that are limiting the near-term recovery of elective procedures. So we are continuing to monitor uptake very closely and expect that recovery in EMEA will lag other regions by one to two quarters. Lastly, Asia Pacific grew 15.5% with solid year-over-year growth across our three largest markets. Overall, we've seen a stabilization around COVID cases and surges in the region, but we continue to see some significant delays in recovery across India and other smaller markets. Turning to our business performance in Q1. Before jumping in, let me call out that we've updated our product category reporting to provide visibility into NewCo and to align products to categories based on how we internally evaluate performance of those businesses. Also, we have adjusted our historic reporting of revenue for these changes to assist in year-over-year comparisons. First, our ROSA robotics capital revenue has been moved from the knee's category to the other category. And our disposable revenue associated with robotic knee procedures have been moved from the other category into the knee category. This will allow us to more clearly indicate to investors the growth of our base knee business and sets us up for reporting once we launch ROSA Hip, which is currently expected in the second half of 2021. We've also broken out our global spine and dental revenues this quarter in conjunction with NewCo reporting. The global knee business declined 5.2% versus Q1 2020, negatively impacted by ongoing pressure from COVID. Inside of that, we continue to see strong momentum from Persona and from ROSA Knee. Our global hip business increased 0.3%. Both the Americas and Asia Pacific continued their growth trends, increasing 0.9% and 11.2%, respectively. We continue to see strong demand and favorable feedback on the Avenir Complete hip with adoption from both gold and platinum accounts. Sports extremity and trauma increased 7.2%, driven by solid growth in upper extremities, trauma and CMFT. In S.E.T., we continue to see strong surgeon registrations of the Signature One surgical planning system for shoulder procedures. Our dental and spine segment grew 9.6%, fueled by outpaced recovery, especially in Dental. New products and better commercial execution also drove growth in the quarter with strong contributions from implants and digital solutions in our dental business and from Mobi-C and Tether within Spine. Finally, our other category was down 2.5%. As mentioned earlier, this quarter, our other category includes the contribution of ROSA Knee capital sales. Moving on to the P&L. In the first quarter, we reported GAAP diluted earnings per share of $0.94 and adjusted diluted earnings per share of $1.71. Our reported GAAP diluted earnings per share were up significantly when compared to a reported GAAP diluted loss per share of $2.46 last year. The increase in year-over-year GAAP earnings was driven by higher revenue in the current period in tandem with prior year goodwill and product liability related charges. On an adjusted basis, earnings per share was up about 60 basis points driven by higher revenues, with operating margins down slightly compared to 2020 and a higher share count. The adjusted tax rate of 16% in the quarter was better-than-expected, driven by the realization of excess stock compensation benefit and other smaller discrete items. Turning to cash and liquidity. Overall, operating cash flows were $247 million and free cash flow totaled $137 million for the first quarter. We paid down an additional $200 million of debt and ended the first quarter with cash and cash equivalents of $724 million. We continue to make good progress with another quarter of delevering the balance sheet. Moving to our full year outlook and financial guidance. While we continue to see pressure due to the global pandemic, vaccine rollout and adoption is approaching meaningful levels. Translating into a reduction of infection surges and hospitalizations in most markets. This increased stability gives us greater confidence that we'll return to normalized market growth in our key markets within the year and also begin to see deferred patients reenter as an added tailwind. As a result, today, we provided financial guidance based on our latest expectations, and that is underpinned by two key assumptions: First, current vaccine adoption trends continue to strengthen, driving a decrease in the number of new COVID-19 cases through 2021; and second, hospitals increase capacity to work through some portion of patient backlog this year. Against that backdrop, our current expectations for full year 2021 financial results are reported revenue growth of 14% to 17% versus 2020 with an expected foreign currency exchange tailwind of approximately 150 basis points. Adjusted operating profit margins of 26.5% to 27.5%, an adjusted tax rate of 16% to 16.5%, adjusted diluted earnings per share in the range of $7.50 to $8 and free cash flow of $900 million to $1.1 billion. Inside of that guidance, we expect to see seasonality in revenues in '21 that begins to resemble pre-COVID cadence. Additionally, our investments in R&D and key commercial initiatives will increase throughout the year. However, we do expect operating margins to improve as we exit 2021 as a result of higher revenues. Net interest expense is expected to step up about 5% versus 2020, and we expect fully diluted shares outstanding to be about 211 million shares for the full year. Of course, we will continue to update you on market dynamics and financial expectations as we move through the year. Let me now turn to our long-term growth profile. We continue to expect our structural organic revenue growth rate to accelerate to the mid-single-digit range, with adjusted operating margins of at least 30% as we exit 2023. We're confident in our expectations as a result of the following proof points. First, we have been delivering consistent strong performance versus the market. Second, we have the best new product pipeline in the company's history that will complement an already robust portfolio. And third, our global team members continue to ramp up execution across our strategic priorities. In addition, our previously announced transformation initiatives are progressing well, and the addition of a Chief Transformation Officer has the potential to drive even greater investment opportunity for growth while maintaining a leading margin profile. To summarize, we are pleased with our better-than-expected revenue performance in Q1. While we anticipate and are prepared for ongoing short-term market uncertainty due to COVID and remain sensitive to ongoing challenges in a number of markets, from a financial standpoint, we believe the worst of the pandemic is behind us and look forward to improving results as we execute on our strategy. [Operator Instructions] With that, operator, may we have the first question please? ","compname reports q1 earnings per share $0.94. q1 adjusted earnings per share $1.71. q1 earnings per share $0.94. q1 sales rose 3.6 percent to $1.847 billion. sees fy revenue up 14 to 17 percent. " "I hope you are all well and safe. Joining me virtually today are Bryan Hanson, our Chairman, President and CEO; and EVP and CFO, Suky Upadhyay. As we're all aware, obviously, given the news recently, COVID is still very much with us, and we're watching it very closely, as you can imagine. But given that even, we've seen some real progress since our last call, and I think that's obvious to everybody. The world has not returned to normalcy yet, but travel is returning. We have more team members in our offices, and I am personally looking forward to attending the AAOS meeting in about a month in San Diego. So really looking forward to that meeting. We have a lot of great technology that we're going to be able to showcase there and just really happy it's going to be in person again, finally. You, our team members are the driving force for this progress that we've seen in our own facilities and certainly in our communities as well. Also, I want to say that I hope in our investor community that you're continuing to stay safe and have been hopefully able to travel over the last few months to see family and friends. This is an opportunity for us to take advantage of some travel as we begin to turn to more of a normal environment, of course, not there yet, and we know this isn't happening consistently anyway in all regions. But overall, we are encouraged and we're doing our part to keep this moving forward. And every single day, we are supporting our customers and patients that they serve. We're doing this safely, obviously, but this is a big focus for us as a mission-driven organization to be there for our customers so they can complete the procedures that they have and we can make sure that the patients receive the care that they deserve. And with that, I think it's a good lead into our Q2 call. And I think most importantly, our 2021 guidance view on a go-forward basis. And then I'll come back to close out the call with some updates on our active portfolio management and product in pipeline highlights. I'll wait to do that after he provides the guidance information. So just to set him up a little bit, overall, let me just say that our performance in the quarter improved meaningfully from the first quarter of this year, and that was pretty much across all regions and product categories. And as recovery from the global pandemic continued to take hold, we saw that recovery in our procedures also move in the right direction. While we certainly anticipate some ongoing COVID pressure, we currently think it's going to be manageable by hospitals, and we expect that the recovery will continue to build sequentially throughout the second half of 2021. Again, moving in the right direction. And my revenue and P&L commentary will be on a constant currency or adjusted basis. Also, I'll provide constant currency revenue growth versus 2019 as we think that is a more relevant comparison for this quarter. Net sales in the second quarter were $2.027 billion, a reported increase of 65.3% and an increase of 60.7% on a constant currency basis versus the same period in 2020. When compared to the second quarter of 2019, net sales were flat on a constant currency basis, and we did not have a material impact from selling days. Overall, consolidated and regional results were slightly better than the expectations we provided on our last quarterly call, with growth versus 2019 in the Americas and Asia Pacific and sequential improvement in EMEA. For the quarter, the Americas increased 68.3% or up 1.9% versus 2019. We continue to see variability by country within the region with the U.S. growing 66.2% or 3.3% versus 2019. EMEA grew 80.5% or down 7.3% versus 2019 with continued COVID pressure being a factor. We did see improvement in EMEA as we moved through the quarter, and we expect that trend to continue through the back half of this year. Lastly, Asia Pacific grew 24.4% or 2.8% versus 2019 in spite of some unexpected headwinds. While the region has been largely stable in recent quarters, it was impacted late in the second quarter by channel inventory contraction in our knee and hip categories within China, and advance of the rollout of volume-based procurement or VBP. In addition, we saw a resurgence and increase of COVID19 in a number of markets, including Japan. Despite these headwinds, the region continued to pose growth. Turning to our business categories. The global knee business increased 72.2% or down 6.3% versus 2019. In the U.S., knees increased 77% or was flat versus 2019. While we are seeing sequential improvement in the recovery of procedural volumes in large joints, the path back to normalized market growth is taking a bit longer than most expected. Still, we continue to be encouraged by the team's execution and ongoing strong momentum for Persona and ROSA Knee. Our global hip business increased 39.9% or down 2.8% versus 2019. In the U.S., hip grew 46.6% or up 3.1% versus 2019. Strong demand and favorable feedback continues for the Avenir Complete hip, which continued adoption for both gold and platinum accounts. The sports, extremities and trauma category increased 53% or up 10.8% versus 2019 driven by solid growth in sports medicine, CMFT and upper extremities. We continue to see strong surgeon registrations of the Signature ONE surgical planning system for shoulder procedures. Our dental and spine category grew 69.4% or up 0.8% versus '19, fueled by recovery in dental. New products and better commercial execution drove growth in the quarter with strong contributions from implants and digital solutions in our dental business. Finally, our other category grew 105.9% or up 7.5% versus '19. This reflects the ongoing demand for ROSA Robotics and strong capital purchases in the quarter. We saw improvements both sequentially versus Q2 2020 in units sold as well as increased revenues from software due to the launch of our Partial Knee application. Moving on to the P&L. For the quarter, we reported GAAP diluted earnings per share of $0.67. Our reported GAAP diluted earnings per share were up significantly when compared to a reported GAAP diluted loss per share of $1 in the second quarter of 2020. The increase in year-over-year GAAP earnings was driven by higher revenue, offset by normalized spending levels and IPRD investments within the quarter. In addition, the second quarter of 2020 had some onetime GAAP charges that did not repeat. On an adjusted basis, diluted earnings per share of $1.90 was significantly higher than the prior year, driven as expected by the recovery of elective procedures since the pandemic drop in the second quarter of 2020. Adjusted gross margin was 71.7% and in line with expectations. Our adjusted operating expenses of $923 million stepped up sequentially versus the first quarter due to higher variable selling expenses related to higher sales and increased discretionary spending to support investments in commercial infrastructure and innovation through R&D. Improved revenue performance and stable gross margins more than offset higher spending to drive 26.2% operating margins, a slight improvement over the first quarter of this year. The adjusted tax rate of 16.5% in the quarter was in line with our expectations. Turning to cash and liquidity. For the quarter, operating cash flows were $453.9 million, and free cash flow was robust at $358.7 million, and we ended the second quarter with cash and cash equivalents of just over $1 billion. We continue to make good progress on deleveraging the balance sheet and expect to make another $300 million in debt repayments in the third quarter. Moving to our financial guidance. We are tightening our guidance range to better reflect our year-to-date performance and a more informed view of the potential impact of COVID. There are some key assumptions that underpin our 2021 financial guidance. We assume no worsening of elective procedure trends due to COVID and that procedure volume recovery continues in the second half of the year. But recovery may not be linear by region and/or by product category. e also expect to see seasonality impact in the third and fourth quarter as we have observed in prior years. With the narrowing of our guidance range, we are now expecting reported revenue growth to be 14.5% to 16.5% versus 2020, with the impact of foreign currency unchanged at about 150 basis points of a tailwind for the full year. On a constant currency basis, compared to 2019, we expect Q3 to grow sequentially over Q2 and for that improvement to continue in the fourth quarter. Turning to the P&L. Our adjusted diluted earnings per share is now in the range of $7.65 to $7.95, and we have narrowed our adjusted operating margin projection to be 26.5% to 27% for the full year. Our updated earnings per share guidance reflects our performance to date, our expectation of improved growth in the second half and that discretionary operating expenses remained consistent with Q2 through the balance of the year. While operating margins are expected to decline sequentially in the third quarter, in line with lower sales revenue and steady investment levels versus the second quarter, we expect overall second half operating margins to be stronger than first half operating margins. Our adjusted tax rate projection is unchanged at 16% to 16.5% for the full year. And finally, our free cash flow estimates remain in the range of $900 million to $1.1 billion. We will continue to update you on market dynamics and financial expectations as we move through the remainder of the year. To summarize, our performance in Q2 was slightly better than our expectations that we have communicated to you through the second quarter. While we anticipate some ongoing COVID pressure, we have more confidence in the momentum of the recovery and our ability to execute against that backdrop. And I'm going to now just hit three topics before we move to Q&A. First, I want to talk about execution in some of the product and pipeline highlights that we have under that category; second, I'm going to talk about our progress against active portfolio management, which is a big effort for us, obviously; and then third is innovation. And inside of that innovation, how we believe we're going to be able to drive attractive long-term growth that ultimately will deliver value to you, our shareholders. So let's start with our team's execution. And I've said this before, and I'll continue to say it, that the things that ZB was able to directly control over the past year, 1.5 years, the team -- they've executed against it, they delivered against it. And I'm very proud of the team for doing that during a time of significant turbulence around them. And in Q2, in the recent weeks, we've hit key milestones with our ZB products and our solutions. ROSA for Partial Knee was approved back in April, as we've talked about before. And our first patient surgery was actually performed early in the quarter, and we've continued to see good traction with that technology so far and great feedback so far. And it's important for us because partial knees, I think most of you know, is a market where ZB has a sizable market share position. So we're very excited about the possibilities here, not just from a revenue standpoint, but also the potential impact for patients in the surgery area. And then if I just look at ROSA overall, we did see another strong quarter in Q2 of market demand and traction with ROSA total knee as well with placement momentum broadly continuing across the world, not just in the U.S. but internationally as well. We want to see strength in the U.S., but we want to see that OUS, and we did get to see that kind of mix again in Q2. We also saw capital expenses for our customers being much stronger in Q2 and -- And as a result of that, we saw a shift back to upfront sales of ROSA. So more of those happened in Q2 than what we would typically see. And again, that just speaks to the strength of capital budgets and people's desire to acquire in that way. But what is clear is that there's a real focus for hospitals to be bringing in robotic systems for their ORs whether they buy them outright or they get them through other arrangements. Either way, that momentum, that demand is very real. And ROSA continues to be a cornerstone, one of the key ones, of our ZBEdge suite of connected solutions. So again, a lot of enthusiasm on what that will mean in coming years in terms of expansion of indications, and overall robotics penetration for ZB. Also in the quarter, we saw Revision continue its very strong momentum. Again, this is a great tip of the spear product for us, where we can go in and get competitive conversions and revision but also use those competitive conversions for access to the typical total knee as well for that surgeon. So very exciting, not just on the revision side but also opening the door to a much larger opportunity to get their typical knee conversion as well. We're also excited about adding another key variable to our ZBEdge portfolio of connected technologies, and that is our Persona iQ, which will be the first and only smart implant on the market. And we certainly still have to get FDA approval on that. We're working diligently with them to help with any information they need to move that forward, and we're certainly hoping to receive approval in the relatively short term. But ultimately, again, that time line is up to the FDA. And it's important for us because it takes the Persona implant, which is that known and trusted design in an implant and it combines it with Canary Medical's tibial extension, which has the sensor technology in it. And the combination of those two things will now inside the body, give us an opportunity to measure the range of motion of that patient, step count, walking speed and other mobility metrics that we believe are going to be indicators of post-surgery progress. So again, helping us close the loop in those connected technologies that we have in ZBEdge. So more to come when we hear back from the FDA. But once we do get that approval, we would look to limited launch the technology for a quarter or two and then post that time frame, move into full launch. So let's move to my second topic that is on active portfolio management, and our efforts around active portfolio management. We have the ZB portfolio management strategy in place. We have the right process in place, and we have definitely built our capabilities to move this forward over the last 1.5 years to two years. So we're excited about this phase of the organization. And we're focused, as we said before, on mission-centric M&A that is WAMGR-accretive. So in other words, weighted average market growth accretive to the organization. And you've seen us move this forward already with the selective tuck-in acquisitions that we did late last year that really illustrate our strategy at work. These are smaller deals, again, tuck-in size deals that were designed to fill portfolio gaps and better position us as an organization in high-growth, high-priority markets like sports medicine, ASC and sternal closure where we truly do believe we have a right to win in attractive markets with strong profitability. And of course, there's the planned spin-off transaction of our spine and dental businesses that is fully underway and on track. We continue to be encouraged by the energy and the momentum around NewCo. As CEO Vafa Jamali, builds out his team and refines his corporate strategy, and we believe creates two independent and even stronger companies that is going to maximize value for not just our customers, but also for you, our shareholders. And that brings me to the last topic that we have before we move to the Q&A, and that's going to be around innovation. And really inside of innovation, how we see our ability to drive attractive long-term growth that will ultimately deliver value to all of our stakeholders, including you, obviously, our shareholders. We are focused on evolving ZB from what I would define as a metal and plastic provider of implants into a leading med tech innovator. And we have a lot of shots on goal across a number of programs to do this, including a number of robotics launches over the near term, smart implants that we have today, but also the technology road map that we have in smart implants. New functionality with mymobility and really just the broader ZBEdge ecosystem of those connected technologies that are going to help us drive mix benefit and share of wallet benefit, but also competitive conversions. And I've mentioned before, more than 70% of our new product development investment is directed toward ZBEdge and those connected technologies inside of ZBEdge. And our exclusive partnership with Apple continues to be productive and collaborative. And we forged several other tech alliances that we know are going to drive future innovation that will benefit patients. And I believe this fundamental shift is coming for ZB and for our core markets with technology advancements, potentially changing the care paradigm for patients in the future, and that's really what our focus is. So the momentum is real on the innovation front. And we think it will ultimately allow us to drive long-term growth that is very attractive to us and to you. And most importantly, it also gives ZB the chance to really change the lives of patients around the world. And let me close by saying that I continue to be highly confident in the ZB team and our business momentum. While there continues to be uncertainty due to the global pandemic that we cannot control, I truly believe that we are ready and well positioned for success. And our strategy is absolutely working. The transformation of our business is well underway, and I'm excited about the value we can drive for our shareholders on a go-forward basis. Your dedication to safety is critical and your focus on delivering on our mission is unmatched and you do it daily. I remain incredibly proud of what we're accomplishing and what we're accomplishing together. With that, operator, may we have the first question, please? ","q2 adjusted earnings per share $1.90. q2 earnings per share $0.67. q2 sales $2.027 billion versus refinitiv ibes estimate of $1.98 billion. updates 2021 financial guidance, narrowing range for full year outlook. sees 2021 reported revenue growth of 14.5% - 16.5%. sees 2021 adjusted earnings per share of $7.65 - $7.95. " "I am joined today by Kristin Peck, our chief executive officer; and Wetteny Joseph, our chief financial officer. Our remarks today will also include references to certain financial measures which were not prepared in accordance with generally accepted accounting principles, or U.S. GAAP. We also cite operational results, which exclude the impact of foreign exchange. We grew revenue 15% operationally, which is once again above the anticipated growth rate for the animal health market, and these results were highlighted by 27% operational growth in our companion animal portfolio with 1% operational growth in livestock. Our parasiticide dermatology vaccines, diagnostics, and monoclonal antibody therapies all contributed to these strong results driven by the positive trends in pet care, trends that we see continuing to be a key growth driver in 2022 and beyond. From a segment perspective, we saw solid balance across our global footprint with the U.S. up 14% and international growing 17% operationally. Operationally, for the year, China grew 25%, Brazil grew 28% and other emerging markets grew 22%, leading the way for our international performance. Another major growth driver for the year has been our global diagnostics portfolio, which grew 21% operationally with significant strength in international markets and the continued launch of VetScan Imagyst, our AI-driven diagnostics platform. Based on the strong revenue performance, we were able to deliver 19% operational growth in adjusted net income for the year while investing significantly in our latest product launches as well as staffing, R&D, and manufacturing projects for future growth. Looking ahead, we believe this momentum sets us up well for 2022. We expect to continue growing revenue faster than the market in the coming year driven by continued strength in pet care, expansion of our diagnostics portfolio internationally as significant growth in both companion animal and livestock product sales for emerging markets, including China and Brazil. As a result, we are guiding to full year operational growth of 9% to 11% in revenue. Wetteny and I will discuss more details about the full year 2022 guidance. But let me share some views on the year and other updates. First, the essential nature of animal health continues to be affirmed by our performance during the COVID-19 pandemic. We have seen the fundamental drivers such as increased emphasis on pet wellness, a growing global population, and continuous consumption of animal-based proteins all reinforce the animal health industry as a positive investment choice. In terms of the companion animal market, people's commitment to the health and well-being of their pets has continued to drive higher spending and new opportunities for innovation, geographic expansion, and increasing levels of care. Pet owners spending in animal health remains one of the more durable trends in consumer spending as people place a premium on the health and wellbeing of their pets, even during challenging economic times. In January, the Human Animal Bond Research Institute and Zoetis released the results of a new global survey of more than 16,000 pet owners and 1,200 small animal clinics which reinforce how deep the connection is between pets and pet owners and how that dynamic relates to views on veterinary care and the related benefits of pet ownership. In the study, 92% of respondents said there was no reason they could ever be convinced to give up their pets and 86% said they would pay whatever it takes if their pet needed extensive veterinary care. The strength of the human-animal bonds strongly correlated with higher rates of veterinary treatment for both preventative care and specific conditions in their pets. This study and other research support our focus on advancing an innovative pipeline for pain, dermatology, and parasiticide for pets, and we continue to invest in our field force, direct-to-consumer marketing, and manufacturing capacity to bring these products to market. Moving on to the livestock industry. The need for safe and reliable sources of animal protein continues to be a fundamental growth driver for the industry, particularly in emerging markets. In any given year, weather, disease, and market dynamics may have various regional impacts, but the underlying demand continues to be served locally or through global trade across more than 100 markets where Zoetis products are sold. We've continued to see Zoetis' livestock business show modest growth during the pandemic and recent economic challenges based on our strength internationally. We see that international growth continuing this year while we continue to see declines in the U.S. driven primarily by generic competition in certain product lines. Our competitive strategies in pricing and new life cycle innovations will help us mitigate some of that impact. Livestock products are a key element of our global strategy and long-term growth, and we've continued to expand our vaccine product lines like Poulvac Procerta for poultry and Alpha Ject micro for fish, as well as Draxxin KP as a treatment for cattle. We're also exploring more livestock innovations around greater efficiency, precision animal health, and more sustainable food production. We've been focusing on our investments in vaccines for prevention and maintaining healthy animals, data analytics for more individualized animal care, and research into other sustainability improvements around immunotherapies. I was particularly excited by two recently announced additions to our precision animal health portfolio, Performance Ranch, a new cloud-based cow-calf management software this simplified tracking of individual animal performance and health product usage, and our new Blockyard platform, which is blockchain technology developed in cooperation with IBM to provide a secure way to share information across different segments of the animal production supply chain. For Zoetis, we continue to stay focused on our five strategic priorities for the long term, and we are optimistic about the growth drivers we see for 2022. Pet care will remain a major growth driver for Zoetis globally based on our diverse and innovative portfolio. We see continued growth potential for our dermatology portfolio which surpassed $1 billion in revenue for the first time in 2021. Our parasiticide, driven by our triple combination, Simparica Trio as well as Revolution Plus, Stronghold Plus, Simparica, and ProHeart 12 will continue to achieve growth as we gain market share in major markets and look at further life cycle innovations and label gains across the portfolio. Librela and Solensia are monoclonal antibodies for control of osteoarthritis pain in dogs and cats will continue to increase their revenue in 2022 primarily in the EU, and we're making regulatory progress for these products in the U.S. We received FDA approval for Solensia in January with the launch expected in the second half of the year, and we still anticipate approval of Librela in the second half of the year, assuming FDA inspections are completed at a facility outside the U.S. As we begin 2022, we are seeing strong demand in the EU for Librela and Solensia and we remain confident in the blockbuster potential for Librela in 2022 and Solensia in the longer term. We continue to optimize our global supply chain and manage ongoing challenges, which have been creating isolated constraints for Librela, Solensia, and some of our other products. As always, maintaining a consistent reliable supply for our customers is our top priority, and we've been communicating with them about any impact to their orders. We want to ensure all pets can continue their treatments without interruption especially for chronic treatment of OA pain. Our global manufacturing network is working around the clock to ensure reliable supply for our customers as they did throughout 2021, and our full year guidance and strong growth reflects our views on supply. Diagnostics is our next major growth driver in 2022 with a fully integrated point-of-care business that is prime for strong growth internationally, along with the expansion plans for a relatively new reference lab operations. We are making significant progress in one of the fastest-growing markets for animal health. We're adding more dedicated field force and customer service resources while developing more offerings that will leverage our portfolio across the continuum of care. And finally, we see significant growth opportunities in emerging markets, including China and Brazil, where we see excellent opportunities for both our companion animal and livestock products based on increased medicalization and other positive trends. Meanwhile, our R&D team, along with external partners, will continue to generate the industry's most productive pipeline in the years to come with more than $500 million in R&D spending in 2021 our largest ever annual investment for R&D. We continue progressing research to address allergies, livestock health, chronic pain and inflammation, chronic kidney disease and diagnostics through our vaccines, therapeutics, and digital technology platforms. Zoetis remains well-positioned in terms of our market leadership, financial strength, investment strategies, and diverse portfolio to deliver sustainable growth to investors in 2022 and beyond. Now let me hand things off to Wetteny. 2021 was an exceptional year for us with revenue of $7.8 billion and adjusted net income of $2.2 billion both exceeding the high end of our November full year guidance range. Full year revenue grew 16% on a reported basis and 15% operationally with adjusted net income increasing 21% on a reported basis and 19% operationally. Looking deeper into the 2021 numbers, price contributed 1% to full year operational revenue growth with volume contributing 14%. Volume growth consisted of 6% from other in-line products, 5% from new products, including Simparica Trio, and 3% from key dermatology products. Revenue growth was again broad-based with the U.S. growing 14% and international growing 17% operationally. Our strong performance was driven by our innovative, diverse and durable companion animal portfolio, which grew 27% operationally. Our livestock business, which faced generic competition on key franchises as well as challenging macro conditions in certain markets, grew 1% operationally on a year-over-year basis. Performance in companion animal was led by our small animal parasiticide portfolio bolstered by full year sales of Simparica Trio, which generated revenue of $425 million, an increase of $305 million compared to 2020 sales. Sales of Simparica also grew double digits for the year with operational revenue growth of 13%. For the year, the Simparica franchise grew 82% operationally with revenue of approximately $0.75 billion. Our key dermatology products performed incredibly well, growing 24% operationally with approximately $1.2 billion in revenue for the year, performing above our expectations. Our diagnostics portfolio grew 21% operationally in the year with strong contributions from our U.S. and international segments, and we will continue to make meaningful investments in the coming years to drive global growth. represents larger growth opportunities geographically and feel we are favorably positioned to capture future growth in those markets. Our livestock performance in 2021 depicts the importance of geographical diversification. Generic competition and challenging market conditions weighed on our U.S. performance but were offset by solid growth internationally primarily in emerging markets. The modest lifestyle growth on a global basis was in line with our expectations for the year. Moving on to our Q4 financial results. We posted another strong quarter with revenue of $2 billion, representing an increase of 9% on both a reported and operational basis. Adjusted net income of $474 million is an increase of 8% on a reported basis and 5% operationally. Of the 9% operational revenue growth, 1% is from price and 8% from volume. Volume growth of 8% consisted of 5% from new products, which includes Simparica Trio, 2% from key dermatology products, and 1% from other in-line products. Companion animal products led the way in terms of -- growth, growing 21% operationally, with livestock declining 6% on an operational basis in the quarter. Small animal parasiticides were the largest contributor to growth in the quarter where our innovative and diverse flea, tick, and heartworm portfolio was 32% operationally. Simparica Trio posted revenue of $124 million, representing operational growth of 106% versus the comparable 2020 period and the third consecutive quarter with sales exceeding $100 million. Meanwhile, our key dermatology products, Apoquel and Cytopoint, again, had significant global growth in the quarter with $316 million of revenue, representing 23% operational growth against a robust prior year in which key derm grew 27% in the fourth quarter of 2020. Our livestock business declined 6% in the quarter as a result of generic competition for DRAXXIN unfavorable market conditions in the U.S., primarily resulting from elevated input costs as well as softer conditions in China, loss driven by reduced pork prices. Our fish business grew double digits in the quarter, and along with the strength of our emerging markets, partially offset the broader decline. Overall livestock performance in the fourth quarter was in line with our expectations. Now moving on to revenue growth by segment for the quarter. U.S. revenue grew 9%, with companion animal products growing 20% and livestock sales declining by 13%. U.S. pet care vet practice trends remained robust in Q4, with practice revenue growing approximately 8% with visits growing 3% despite challenging prior year comps. Companion animal growth in the quarter was driven by sales from our Simparica franchise as well as key dermatology products. We are driving growth in both therapeutic areas by making meaningful investments primarily through direct-to-consumer advertising and field force, and we continue to be pleased by the return on investment the programs are yielding. growth in Simparica Trio was again strong in the quarter with sales of $114 million growing more than 100%. We also met our clean penetration target and continue to take share within the clinics. Key dermatology sales were $216 million for the quarter, growing 22% with Apoquel and Cytopoint each growing significantly. Our investments to support the franchise have been instrumental in driving more patients into the clinic, and we'll continue to invest meaningfully in this space as the large portion of dogs with dermatitis remain untreated, representing an opportunity to further expand the market. U.S. livestock fell 13% in the quarter, primarily resulting from our cattle business which, as expected, was challenged by generic competition for Draxxin as well as elevated input costs continuing to weigh on producer profitability. Our poultry business was negatively affected by reduced disease pressure from smaller flock sizes as well as generic competition while swine faced competitive pricing pressure on anti-infectives and vaccine products. Moving on to our International segment, where revenue grew 8% on a reported and operational basis in the quarter. Companion animal revenue grew 23% operationally, and livestock revenue declined 2% operationally. Increased sales of companion animal products resulted from growth of our key dermatology products, our monoclonal antibodies for alleviation of OA pain, and our parasiticide portfolio. Several key brands are benefiting from our international DTC campaigns in Latin America and parts of Europe, and we remain excited with the long-term prospects of these programs. Overall, companion animal grew double digits operationally in every major market in the quarter. We are encouraged by the performance of our monoclonal antibodies for OA pain with Librela generating $15 million and Solensia delivering $3 million in fourth quarter sales. In the fourth quarter, Librela became the No. 1 pain product in the EU in its first year with the underlying performance metrics being very favorable for future growth. Reordering rates were in excess of 90%, and compliance rates exceeded our initial expectations. In the past, we've highlighted the significant opportunity to expand the pain market. Therefore, we were extremely pleased to see approximately 40% of Librela and Solensia sales were from patients receiving medication for the first time. International livestock declined 2% operationally in the quarter as declines in cattle and swine were partially offset by growth in fish and poultry. Cattle declines were largely in the EU and Canada as generic competition for Draxxin weighed on sales. The decline in swine sales was primarily the result of lower pork prices in China negatively impacting producer profitability. Our fish portfolio grew double digits again this quarter driven primarily by growth of Alpha Flux in Chile and the growth in poultry was largely attributed to further key account penetration. Now moving on to the rest of the P&L for the quarter. Adjusted gross margin of 69.6% increased 190 basis points on a reported basis compared to the prior year resulted from favorable product mix, lower inventory charges, favorable FX, and price. This was partially offset by higher freight, manufacturing, and other costs. Adjusted operating expenses increased 12% operationally with compensation-related costs being the primary driver of the 15% operational increase in SG&A as well as 3% operational increase in R&D expenses. Increased international advertising and promotion expense for key brands also contributed to higher SG&A, while R&D had increased project spend in the quarter. The adjusted effective tax rate for the quarter was 18.6%, an increase of 510 basis points driven by the impact of prior year discrete tax benefits and changes to the jurisdictional mix of earnings. And finally, adjusted net income grew 5% operationally, and adjusted diluted earnings per share grew 6% operationally for the quarter. In December, we announced a 30% annual dividend increase continuing our commitment to grow our dividend at or faster than the growth in adjusted net income. In the quarter, we repurchased approximately $200 million of Zoetis' shares and announced the authorization of a $3.5 billion multiyear share repurchase program. Because we generate significant free cash flow, we have the ability to grow our business through organic investments and business development and return excess cash to shareholders without consuming our cash balance or being dependent on elevated leverage. Now moving on to guidance for 2022. Please note that guidance reflects foreign exchange rates as of late January. We are expecting an unfavorable foreign exchange impact versus prior year by approximately $160 million on revenue, which is roughly 200 basis points, and approximately $0.12 on EPS, which is about 250 basis points. For 2022, we are projecting revenue between $8.325 billion and $8.475 billion, representing 9% to 11% operational growth. We again expect companion animal to be the primary growth driver in 2022 with the continued strength of our diverse parasiticide portfolio, further expansion of our key dermatology products, the adoption of our monoclonal antibodies for OA pain, and the growth in point-of-care diagnostics and reference labs. We see a very favorable companion animal backdrop for 2022 while expecting certain vet clinics trends to moderate over time, we believe they will remain above pre-pandemic levels. The catalyst for growth in 2022 and beyond stem from a younger pet owner demographic and the standard of care increases, which took shape over the prior two years. We anticipate modest livestock growth again in 2022 led by the contributions of our emerging markets. The macro trends, which makes livestock and essential business remain intact, and we believe more normalized growth will occur in 2023. I'd like to touch upon the key assumptions that underpin our expectations for revenue growth. in 2022 to compete against Simparica Trio or competitive entrants for our key dermatology products, Apoquel and Cytopoint. As Kristin mentioned, in 2022, we expect Librela to become a blockbuster product in the first full year of sales with revenue exceeding $100 million largely from the EU markets. We remain very optimistic about the potential of Solensia as well. While the revenue curve will have a different shape due to the lack of an established feline pain market, we view Solensia as a long-term blockbuster product, which suggested a significant unmet need in animal health. In livestock, we expect generic competition to negatively impact Draxxin revenue by approximately 20% in 2022 comparable to the impact we saw this year. For the remainder of the P&L, adjusted cost of sales as a percentage of revenue is expected to be approximately 29%, where favorable product mix and price are expected to generate margin expansion. Adjusted SG&A expenses for the year are expected to be between $2.07 billion and $2.12 billion with the increase from 2021 focused on supporting primary drivers of revenue growth, including investments to support new and existing products as well as diagnostics. Adjusted R&D expense for 2022 is expected to be between $540 million and $560 million. Zoetis is the leader in animal health because of the novel products, disruptive innovation, and life cycle enhancements we bring to the market. Our internal R&D engine remains the primary source of innovation, and we are committed to ensuring it will continue to be significantly funded as a priority in capital allocation. Adjusted interest and other income inductions are expected to be approximately $240 million, representing a minimal year-over-year change. Our adjusted effective tax rate for 2022 is expected to be approximately 20%. The increase in 2022 is primarily related to the favorable impact of foreign-derived intangible income and nonrecurring net discrete tax benefits that occurred in 2021. Adjusted net income is expected to be in the range of $2.415 billion to $2.470 billion, representing operational growth of 10% to 13%. Our guidance once again reflects our value proposition of growing revenue in line with or faster than the market and growing adjusted net income faster than revenue. We are anticipating a significant increase in capital expenditures in 2022 primarily related to investments in manufacturing expansions in Ireland, the U.S., and China. Finally, we expect adjusted diluted earnings per share to be in the range of $5.09 to $5.19 and reported diluted earnings per share to be in the range of $4.75 to $4.87. While guidance represents our expectations for full year financials, I would like to provide some color on the expected phasing of growth in 2022. We expect top-line growth to be fairly consistent between the first half and Second half of the year. However, due to the impact of generic competition for Draxxin, isolated supply constraints, and the continued weakness of our swine business in China, we expect growth in the first quarter of 2022 to be lower than the remaining three quarters. In addition, the significant investments we are making early in the year to support revenue growth, primarily in companion animal, including diagnostics, along with very challenging comparative periods for T&E and other expenses, will impact Q1 materially more than the subsequent quarters. 2021 was another exceptional year, our best performing year with 15% operational revenue growth and 19% operational growth in adjusted net income. Our guidance for 2022 reflects the strength of our innovative portfolio, our ability to successfully launch new products and establish new markets, and our confidence in the end market dynamics for the spaces we compete in. ","sees fy earnings per share $4.75 to $4.87. sees fy revenue $8.325 billion to $8.475 billion. q4 revenue rose 9 percent to $2.0 billion. sees fy adjusted earnings per share $5.09 to $5.19. "